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The Financial Statements on pages 36 to 102 were authorised for issue by the Board on 29 April 2026. The financial statements were signed on behalf of the entity\u2019s Board of Directors by Alec A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors\u2019 Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2025 Annual Report and Consolidated Financial Statements.
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Notes to the Financial Statements
1.Summary of material accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1Basis of preparation
These consolidated Financial Statements include the Financial Statements of MIDI p.l.c. and its subsidiaries (\u2018the Group\u2019). These Financial Statements have been prepared in accordance with International Financial Reporting Standards (\u2018IFRSs\u2019) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of the land and buildings class of property, plant and equipment, investment property and specific financial assets. The preparation of Financial Statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Group\u2019s accounting policies (see Note 3 \u2013 Critical accounting estimates and judgements).
1.1.1Developments during 2025 and after the end of the reporting period
Context and overview of the Group\u2019s financial results and operations
The Group has registered a loss after tax of \u20ac42 million for the financial year ended 31 December 2025 (2024: loss after tax of \u20ac3.78 million). The Group\u2019s total assets exceeded its total liabilities by \u20ac51.46 million (2024: \u20ac93.39 million) while its current assets exceeded current liabilities by \u20ac21.3 million as at 31 December 2025 (2024: \u20ac114 million).
The 2025 Group\u2019s results have been heavily impacted by the financial reporting implications emanating from the rescission of the Emphyteutical Grant in respect of Manoel Island and Fort Tign\u00e9 and by the decision of the Board to dispose of a number of investment properties in an expedited manner to ensure the Group has the necessary liquidity to meet its July 2026 bond repayment obligations.
The losses reported for the financial year ended 31 December 2025 comprise the net adjustment to the carrying amount of inventory attributable to Manoel Island, net of related items amounting to \u20ac27.4m, which reflects the difference between the carrying amount of inventory and the reimbursement receivable from the Government of Malta, net of related items. The results also include the net fair value losses arising on investment properties amounting to \u20ac9.9m, reflecting the offers received for the properties the Group has placed on the market with a view to selling them immediately to enhance its liquidity position.
During 2025, the Group continued with the development of the final residential block at Tign\u00e9 Point referred to as Q3 \u2013 Fortress Gardens and which comprises of 63 apartments and 2 commercial units. As at 31 December 2025, 59 units were subject to a promise of sale agreement.
Given that the Group had no properties held for sale in the ordinary course of business during 2025, it only registered revenues amounting to \u20ac26k from in its development and sale of property segment. In its property and rental management segment, rental operations remained on the same level as those registered in 2024, with revenues generated amounting to \u20ac3.4 million (2024: \u20ac3.2 million). This segment includes the Group\u2019s rental operations of its Pjazza retail outlets and foreshore restaurants, car parking operations, operator concession fees earned from the Manoel Island Yacht Marina and the operating activities associated with the provision of HVAC supply and access control services.
46
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Context and overview of the Group\u2019s financial results - continued
The Group\u2019s 2025 financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (\u201cMKH\u201d), a jointly controlled entity accounted for on the basis of the equity method of accounting. The Group\u2019s share of MKH\u2019s profits for 2025 amounted to \u20ac1.78 million compared to \u20ac1.72 million registered in 2024.
The significant adjustment to the carrying amount of inventories and fair value losses attributable to investment property impacted the Group\u2019s net asset value per share which has, as at 31 December 2025, decreased to \u20ac0.240, when compared to \u20ac0.436 as at 31 December 2024.
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio
In 2000, MIDI p.l.c. was granted a 99-year Emphyteutical Concession over Manoel Island and Tign\u00e9 Point for mixed-use development, together with the exclusive right to develop and operate a yachting centre and an undertaking by Government to grant MIDI a casino concession. The project was originally required to be substantially completed by 31 March 2023, with a three-year cure period until 31 March 2026. The Deed expressly provided for automatic extensions of the completion date where delays arose from circumstances beyond the MIDI\u2019s control. MIDI contends that the various delays encountered resulted in such automatic extensions.
As publicly reported by the Group during the past years, the proposed development of Manoel Island suffered a number of unforeseen setbacks outside the Group's control, falling into three broad categories: delays in the issuance of development permits and authorisations; delays arising from archaeological discoveries requiring the redesign of the development; and delays arising from protracted administrative and appellate processes initiated by third parties. MIDI p.l.c. has argued and publicly stated, that the cumulative effect of these delays falling within the three categories described above, applied across the full timeline of the Manoel Island project, is the basis for the Group's position that the correct completion date under the Deed, properly construed, inferred to an automatic extension of at least 10 years as at June 2025.
In June 2025, Government withdrew its support for the Manoel Island project and publicly declared its intention to convert the island into a national park. The Board concluded at an early stage that, given the change of stance of Government, pursuing development through litigation alone would be an inadequate and ultimately futile strategy, regardless of the merits of the Group's legal position, as a development of this scale and complexity would not succeed without the active support of Government at every level.
The change in policy occurred at an extremely sensitive time, approximately 12 months before the Company\u2019s Bond redemption date. The Group had planned to repay the Bonds through a combination of proceeds from the future development of Manoel Island \u2014 on the basis of which a term sheet for a new bank facility had already been secured \u2014 together with internal resources and proceeds of property sales at Tign\u00e9 Point. The sudden and unexpected withdrawal of the Government of Malta's support derailed this plan.
Government filed two judicial letters, with the latest one filed on 24 September 2025, invoking the rescission mechanism of the Emphyteutical Deed, requiring MIDI to remedy the alleged defaults within six months, failing which Government threatened to rescind the entire Emphyteutical Concession (Manoel Island and Tign\u00e9 Point) by the end of March 2026.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The judicial letters paralysed the Group's ability to complete 59 promise of sale agreements at Tign\u00e9 Point, compromised the security for the Bonds, and placed the entirety of the Group's property portfolio in jeopardy \u2014 none of which bore any rational connection to the alleged defaults concerning Manoel Island, which was the sole subject matter of Government's stated grievance. The Board recorded clearly that it regarded the Group's legal position on the extension point as a strong one, supported by the terms of the Deed. The decision not to litigate was made on practical and financial grounds alone \u2014 specifically, the impossibility of obtaining a judgment within the Bond redemption timeframe \u2014 and not because of any weakness in the Group's legal case. The Group's obligations to its bondholders crystallise on 27 July 2026, and the Board of Directors considered that no Maltese court proceedings of the nature required to challenge a threatened rescission of an emphyteutical concession could realistically be concluded within such a timeframe. The judgment would have arrived too late to prevent insolvency. The Group formally requested, on more than one occasion, that Government limit the dispute to Manoel Island. Government's rejection of this request left the Company with no practical alternative but to pursue a settlement, notwithstanding the unfavourable terms of such settlement.
The Board\u2019s strategy in relation to the reimbursement claim from the Government of Malta was based on the carrying amount of the inventories attributable to Manoel Island as recognised in the Group\u2019s statement of financial position. Since the inception of the project, the Manoel Island inventories have been accounted for at cost in the Group\u2019s financial statements, comprising the purchase consideration for the land, expenditure incurred in connection with its subsequent development, costs of development works, design and other studies related to the project, as well as all other directly attributable expenditure and borrowing costs, including imputed interest specifically attributable to the Manoel Island development phase.
The Group limited its claim to the recovery of the actual costs incurred, with the objective of obtaining a reimbursement that approximates the carrying amount of the Manoel Island inventories and of Fort Tign\u00e9 to safeguard shareholders\u2019 interests. Fort Tign\u00e9 was also the subject of the negotiations with Government during 2025 and, following the approval of the Extraordinary General Meeting on 28 April 2026, together with Manoel Island, will form part of the reversion of property to the Government of Malta pursuant to the Settlement Deed which will be entered into following the approval of these financial statements. Prior to the dispute with Government, the total carrying amount of Manoel Island (accounted for as inventory), net of the amount payable to the Government of Malta, and Fort Tign\u00e9 (accounted for as investment property), net of the related right-of-use assets and corresponding lease liabilities, amounted to \u20ac70.1\u202fmillion.
The Board has publicly stated that the Group\u2019s claim, which was reviewed by the independent auditors appointed by the Lands Authority, confirmed the total claimable consideration and expenses related to the Manoel Island development project and Fort Tign\u00e9, amounted to \u20ac66.4m. The eventual net reimbursement offered by Government fell short of this amount, with an offer of \u20ac42.7m. Consequently, the difference between the net carrying amount of the property subject to reversion to Government and the final reimbursement offer, equivalent to \u20ac27.4m, has been accounted for as a loss in the Group\u2019s income statement, principally to adjust the carrying amount of inventory to realisable value, net of related items. A further impairment charge of \u20ac1.1 million was accounted for on the carrying amount of the elements of the Group\u2019s property, including the Group\u2019s head office on Manoel Island, which will no longer be available for use. Such loss equates to a reduction in the Group\u2019s net assets of \u20ac0.132 per ordinary share. As Government\u2019s offer is well below the Group\u2019s amount verified, the Directors considered the offer not to be fair and equitable.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The Board regarded the reimbursement amount as inadequate but, given the absence of any viable alternative and the serious consequences the Group would have otherwise faced, reluctantly accepted it in the circumstances.
In the Board\u2019s view, the terms ultimately agreed upon do not reflect the merits of the respective positions of the parties, but rather the significant disparity in negotiating power that prevailed throughout the negotiation process, which was materially compounded by the Government\u2019s refusal to limit the dispute to Manoel Island and its insistence on threatening what the Group considers to be the unwarranted and legally unfounded rescission of the entire Emphyteutical Concession, including over Tign\u00e9 Point, thereby placing all of the Group\u2019s assets and security for bondholders and banks at risk, and severely undermining its ability to negotiate on equitable terms.
On 19 March 2026, the Group entered into a standstill agreement with the Government of Malta by virtue of which both Parties agreed that they shall neither institute any further judicial proceedings relating to the subject matter of the Judicial Letters or the Emphyteutical Concession, nor give any fresh notice of rescission or termination, nor take any action to enforce rescission or demand any damages, penalties or other remedies in connection therewith.
The Parliament of Malta has approved the terms of the Settlement Deed, the Partial Rescission and the transactions contemplated by means of a special resolution of the House of Representatives of Malta taken during the sitting of 24 March 2026 in terms of the Government Lands Act (Chapter 573 of the Laws of Malta).
Therefore, the Board's recommendation to the shareholders, in favour of the Proposed Transaction, which was eventually approved during the Extraordinary General Meeting on 28 April 2026, was made solely in discharge of its fiduciary duty to act in the best interests of the Group and all those who depend on it, and must be understood as a pragmatic response to a situation which was forced upon the Group, not as an endorsement of the terms offered by Government.
The irrevocable and unconditional partial rescission and termination of the Deed will be effected by the Settlement Deed which the Government of Malta and the Group have undertaken to enter into on a date subsequent to the approval of the 2025 financial statements and before 27July 2026, the date when the Group\u2019s \u20ac50,000,000 4% Secured Bonds mature. Pursuant to this, the Emphyteutical Concession over Manoel Island and Fort Tign\u00e9 shall be rescinded whilst the Emphyteutical Concession over Tign\u00e9 Point (excluding Fort Tign\u00e9) shall remain firm, valid and unimpaired and in full force and effect.
The Group\u2019s ability to repay its financial obligations
The Settlement Deed which the Group, following the extraordinary General Meeting and the approval of these financial statements, will enter into with the Government of Malta, is intended to resolve the dispute, restoring Tign\u00e9 Point free from any claims relating to Manoel Island, and enabling the Group to conclude outstanding property sales and to rely on its Tign\u00e9 Point assets as effective security. Once the Settlement Deed is signed, the Group will be in a position to deliver the Q3 apartments, which are currently subject to a promise of sale agreement, to their prospective owners and also repay in full the bank borrowings associated with this phase of development.
49
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
The Group\u2019s ability to repay its financial obligations - continued
Since the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, the sale of property owned by MIDI at Tign\u00e9 Point, including Q3 apartments, was impaired. Before the notice of rescission was served, under the terms of the already contracted 59 promise of sale agreements the Group had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 which it could not do following receipt of the notice of rescission.
In order to facilitate the conclusion of deeds of sale at Tign\u00e9 Point prior to the entering into of the Settlement Deed with Government, the Group is working with the Lands Authority \u2014 as authorised by the Parliamentary Approval \u2014 to procure letters of comfort confirming that the rights of third-party buyers will be acknowledged by Government and that the relevant deeds of sale may proceed. The Board is confident that such letters of comfort will be issued in a timely manner, and in a form acceptable to buyers and their financiers.
Given the notice of rescission during 2025, the Group also commenced a process to dispose of other assets in order to generate funds to meet its liabilities and to counter the financial pressures created by the threatened rescission. The Group sounded the market in connection with the potential sale of specific investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the Company\u2019s current dispute with Government which, together with the urgency to conclude the sale process created by the impending maturity of the Bonds, inevitably weakened its negotiating stance. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate that is being affected by a marked increase in the supply of commercial properties in recent years.
The carrying amount of the Group\u2019s investment property as at 31 December 2025 was adjusted to reflect the offers that were received for those properties which the Group has placed on the market. This resulted in a total net fair value loss of \u20ac9.9 million with respect to the carrying amount of investment property, which equates to an overall reduction of 27.7% in relation to the values at which they were carried as at 31 December 2024. The eventual Settlement Deed will also enable the Group to conclude the sale of these assets, a number of which are subject to a promise of sale agreement.
The Bond principal amount of \u20ac50 million, together with the final interest payment of \u20ac2 million, falling due on the same date on 27 July 2026, will be repaid through a combination of: (i) the net reimbursement from Government of \u20ac42.7 million upon entering into the Settlement Deed which will be concluded after the approval of the 2025 financial statements; and (ii) the net proceeds to be generated from the sale of a number of the Group's properties, in particular, from the conclusion of the outstanding deeds of sale for the residential and commercial units at Q3 at Tign\u00e9 Point.
As a consequence of the above, and upon entering into the Settlement Deed, the Group will have settled all its obligations with its Bond holders and bankers.
1.1.2Appropriateness of the Going Concern Assumption
Following the signing of the Settlement Deed, the MIDI Group will operate a restructured business model, which will essentially entail the co-ownership of Mid Knight Holdings (which owns \u2018The Centre\u2019 office block), the two foreshore restaurants on Tigne Point and a number of car spaces. Dividend income is expected to be received from Mid Knight Holdings and rental income is contractually due from the restaurants. Tign\u00e9 Point is an established, income-generating residential and commercial development in Sliema, with a proven track record of property sales and a developed commercial and leisure offering.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.2Appropriateness of the Going Concern Assumption - continued
The Group also continues to hold its 10% investment in Manoel Island Yacht Marina.
The Group also has an obligation to provide heating, ventilation and air conditioning (HVAC) services to The Point shopping centre and The Centre and the residents of particular blocks on Tigne Point.
\u00a0
Moreover, MIDI, currently has obligations to maintain specific public infrastructure and public areas connected to a number of phases of development it has completed and has been in discussion with the Lands Authority on the discharge of such responsibilities under the terms of the Deed.
As mentioned previously, and further to the execution of the Settlement Deed, the restoration of clean title to Tign\u00e9 Point, free from any association with the Manoel Island dispute, will allow the Group to conclude the outstanding Q3 promise of sale agreements and the sale of property at Tigne Point. The Group will consequently account for the profits generated from the respective Q3 sales in the Group\u2019s 2026 financial statements which will, to an extent, mitigate the reduction in the Net Asset Value resulting from the recission of the emphyteutical concession attributable to Manoel Island and Fort Tigne and the fair value losses on the Group\u2019s Investment property.
The Parliament of Malta\u2019s approval on 24 March 2026 for the recession of the Emphyteutical Deed provides assurance that the Tign\u00e9 Point properties are outside the scope of the dispute, and the Settlement Deed will, upon signing, definitively restore clean title to Tign\u00e9 Point.
Forecasted Group\u2019s financial results for 2026 indicate that revenues generated from the Q3 development and other income will amount to circa \u20ac105.87 million, resulting in a profit before tax of circa \u20ac21.6 million and a profit after tax amounting to circa \u20ac11.2 million. The Group\u2019s profit forecast indicates a projected increase in the Group\u2019s net asset value from \u20ac51.48 million to \u20ac62.72 million as at 31 December 2026. The net asset value per share is consequently forecasted to increase from \u20ac0.24 to \u20ac0.29.
Management has prepared financial projections which project the excess liquidity forecasted to be available to the Group post Settlement Deed, that will be signed after the approval of the 2025 financial statements and before the bond redemption date. The forecast also comprises the completion of the Q3 project and the sale of property on Tigne Point. These projections, which amongst other factors, are principally based on the fact that the Settlement Deed will be entered into, indicate that the Group will have the necessary financial resources to repay all of its financial obligations, including the Bond which matures on 27 July 2026 and all current bank facilities.
Taking cognisance of the factors referred to above, the Directors are of the firm view that the use of the going concern assumption in the preparation of the 2025 financial statements is considered appropriate, and in the management\u2019s and Board\u2019s opinion, no material uncertainty exists which may cast significant doubt about the Group\u2019s ability to continue operating as a going concern in the foreseeable future.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.3Standards, interpretations and amendments to published standards effective in 2025
In 2025, the Group adopted amendments and interpretations to existing standards that are mandatory for the Group\u2019s accounting period beginning on 1 January 2025. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group\u2019s accounting policies impacting materially the Group\u2019s financial performance and position.
1.1.4Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are not yet effective for the Group\u2019s current accounting period.
The Group has not early adopted these revisions to the requirements of IFRSs as adopted by the EU, and the Directors are of the opinion that there are no requirements which will have a material impact on the Group\u2019s financial statements in the period of initial application, other than what is described below.
IFRS 18 \u2018Presentation and Disclosure in Financial Statements\u2019 (effective for annual periods beginning
on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026 and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, particularly those related to the statement of financial performance. IFRS 18 will also require the disclosure of management-defined performance measures within the financial statements.
Management is currently assessing the implications of applying IFRS 18 on the Group and Company\u2019s financial statements.
The new standard will be applicable from its mandatory effective date of 1 January 2027, with retrospective application, meaning that comparative information will be restated to reflect the new presentation and disclosure requirements introduced.
1.2Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
1.Summary of material accounting policies - continued
1.2Consolidation
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest\u2019s proportionate share of the acquiree\u2019s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company\u2019s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company\u2019s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
1.3Business combinations among entities under common control
For business combinations among and mergers between entities under common control, the Company uses the predecessor method of accounting.
Under the predecessor method of accounting, the assets and liabilities of the acquired or merged entity are incorporated into the stand-alone financial statements of the acquiring or surviving company at the predecessor carrying values, which are the carrying amounts of assets and liabilities of the acquired entity from the consolidated financial statements of the highest entity that has common control and for which consolidated financial statements are prepared. The assets and liabilities are taken over, for financial reporting purposes, as at the beginning of the earliest period presented within the financial statements.
No goodwill arises in predecessor accounting and any difference between the consideration given and the aggregate carrying amount of the assets and liabilities attributable to the acquired or merged entity as at the beginning of the earliest financial period presented within the financial statements, is included in retained earnings.
The acquired or merged entity's financial results are incorporated into the stand-alone financial statements of the acquiring or surviving company as if both entities had always been merged, with the result that the financial statements of the acquiring or surviving company reflect both entities' full years\u2019 results for all periods presented within the financial statements even though the merger may have occurred part way through a financial year.
.Summary of material accounting policies - continued
1.4Functional and presentation currency
Items included in the Financial Statements of each of the Group\u2019s entities are measured using the currency of the primary economic environment in which the entity operates (\u2018the functional currency\u2019). The consolidated Financial Statements are presented in euro, which is the Group\u2019s and the Company\u2019s functional and presentation currency.
1.5Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings, are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. 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. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset\u2019s carrying amount 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 Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders\u2019 equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset\u2019s original cost is transferred from the revaluation reserve to retained earnings.
Land is depreciated over the remaining term of property interest. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:
%
Buildings
1
Plant and integral assets:
Electrical and plumbing installations
3 - 8
Machinery and operational equipment
2 - 15
Plant and equipment
5 - 25
Other integral assets
2
Office equipment, furniture, fittings and other assets
10 - 33.33
Motor vehicles
20
Assets in course of construction are not depreciated. The assets\u2019 residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
1. Summary of material accounting policies - continued
1.5Property, plant and equipment - continued
An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount (Note 1.8).
Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to the assets are transferred to retained earnings.
1.6Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property, when such identification is made. Investment property principally comprises land and buildings.
Investment property is measured initially at its historical cost, including related transaction costs and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete and is suspended if the development of the asset is suspended. After initial recognition, investment property is carried at fair value, representing open market value determined annually. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If the information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections.
Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measurable. The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.
Subsequent expenditure is capitalised to the asset\u2019s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.
Changes in fair values are recognised in profit or loss. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the Group decides to dispose of an investment property without development, the Group continues to treat the property as an investment property. Similarly, if the Group begins to redevelop an existing investment property for continued future use as investment property, it remains an investment property during the redevelopment.
1.Summary of material accounting policies - continued
1.6Investment property - continued
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 treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive income against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss.
Upon the disposal of such investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.
Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property\u2019s deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.
For a transfer from inventories to investment property, arising on changes in intended use as evidenced by commencement of an operating lease arrangement rather than sale, any difference between the fair value at the transfer date and its previous carrying amount within inventories shall be recognised in profit or loss.
1.7 Non-current assets classified as held for sale
Non-current assets are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable and expected to be completed within one year from the date of classification as held for sale. The Group measures its non-current assets classified as held for sale at the lower of its carrying amount and fair value less costs to sell.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the asset is recognised at the date of derecognition. The asset is not depreciated while it is classified as held for sale and is presented separately from the other assets in the statement of financial position.
1.8 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
1.Summary of material accounting policies - continued
1.9 Investment in joint venture
The Group\u2019s interest in jointly-controlled entity is accounted for using the equity method and is initially recorded at cost. The Group\u2019s share of the joint venture post-formation profits and losses is recognised in profit or loss and its share of post-formation movements in reserves is recognised in equity. The cumulative movements are adjusted against the carrying amount of the investment. When the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the entity, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
Investment in jointly-controlled entity is accounted for at cost less impairment losses in the Company\u2019s separate Financial Statements. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the joint venture are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
1.10 Financial assets
(i)Classification
The Group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(i)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(ii)Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
1.Summary of material accounting policies - continued
1.10 Financial assets - continued
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group\u2019s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the Group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets\u2019 cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
1.Summary of material accounting policies - continued
1.10 Financial assets - continued
(iii)Measurement - continued
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group\u2019s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
59
1.Summary of material accounting policies - continued
1.10 Financial assets - continued
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
1.11 Inventories \u2013 Development project
The main object of the Group is the development of a large area of land acquired; this development is intended principally for resale purposes and is accordingly classified in the Financial Statements as inventories. Any elements of the project which are identified for business operation within the Group\u2019s activities or long-term investment purposes are transferred at their carrying amount to property, plant and equipment or investment property when such identification is made, and the cost thereof can be reliably segregated.
The development is carried at the lower of cost and net realisable value. Cost comprises the purchase cost of acquiring the land together with other costs incurred during its subsequent development, including:
(i)The costs incurred on development works, including demolition, site clearance, excavation, construction and other activities, together with the costs of ancillary activities such as site security.
(ii)The cost of various design and other studies conducted in connection with the project, together with all other expenses incurred in connection therewith.
(iii)Any borrowing costs, including imputed interest, attributable to the development phases of the project.
The purchase cost of acquiring the land represents the cash equivalent value of the contracted price. This was determined at date of purchase by discounting to present value the future cash outflows comprising the purchase consideration.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
1.12 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. When shares are issued at a premium, the difference between the proceeds and the par value of the shares is recognised in the share premium account.
1.Summary of material accounting policies - continued
1.13 Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group\u2019s financial liabilities are classified as financial liabilities measured at amortised cost which are not at fair value through profit or loss. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.13.1 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
1.13.2 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and borrowing costs accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
\u00a0\u00a0
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
1.14 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
1.15 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
1.Summary of material accounting policies - continued
1.15 Current and deferred tax - continued
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.16 Revenue recognition
Revenue includes rental income, service charges and property management charges, and sale of developed residential units.
Revenue on sale of developed residential units is recognised when control over the unit has been transferred to the customer, which is considered to be at a point in time, when the customer has taken possession of the unit.
Rental income from operating leases is recognised on a straight-line basis over the lease term. When the Group provides incentives to its tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a reduction of rental income.
Revenue from service and property management charges is recognised in the accounting period in which control of the services are passed to the customer, which is when the service is rendered. For certain service contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Revenue is measured at the transaction price agreed under the contract.
A receivable is recognised when services are provided as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
1.17Leases
1.17.1 Group is the lessee
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 Group.
1.Summary of material accounting policies - continued
1.17Leases - continued
1.17.1 Group is the lessee - continued
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
\uf0b7fixed payments (including in-substance fixed payments), less any lease incentives receivable;
\uf0b7variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
\uf0b7amounts expected to be payable by the Group using residual value guarantees;
\uf0b7the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
\uf0b7payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for lessees, the lessee\u2019s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
\uf0b7where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and
\uf0b7makes adjustments specific to the lease, term and security.
Lease payments are allocated between principal and finance cost. The finance cost is computed so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Finance costs are recognised in profit or loss over the lease period, unless they are capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories.
Right-of-use assets are initially measured at \u2018cost\u2019 which, where applicable, comprises the following:
\uf0b7the amount of the initial measurement of lease liability;
\uf0b7any lease payments made at or before the commencement date less any lease incentives received;
\uf0b7any initial direct costs; and
\uf0b7restoration costs.
Right-of-use assets are subsequently measured at cost, less accumulated depreciation and any accumulated impairment losses, except as highlighted below. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Depreciation is recognised in profit or loss unless it is capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories. Since the Group applies the fair value model to its investment property, it also applies that fair value model to right-of-use assets that meet the definition of investment property.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
1.Summary of material accounting policies - continued
1.17Leases - continued
1.17.2 Group is the lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature.
1.18 Dividend distribution
Dividend distribution to the Company\u2019s shareholders is recognised as a liability in the Company\u2019s financial statements in the period in which the dividends are approved by the Company\u2019s shareholders.
2.Financial risk management
2.1 Financial risk factors
The activities of the Group, of which the Company forms part, potentially expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk, and liquidity risk. The Group\u2019s overall risk management, covering risk exposures for all group undertakings, focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the respective company\u2019s financial performance. The parent company\u2019s Board of Directors provides principles for overall group risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group did not make use of derivative financial instruments during the year.
(a)Market risk
(i)Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity\u2019s functional currency. The Group\u2019s revenues, operating and development expenditure and financial assets and liabilities, including financing, are denominated in euro. Accordingly, the Group is not significantly exposed to foreign exchange risk and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(ii)Cash flow and fair value interest rate risk
The Group\u2019s significant instruments which are subject to fixed interest rates comprise bonds issued to the general public (Note 19). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost. The Group\u2019s interest rate risk principally arises from bank borrowings issued at variable rates (Note 19) which expose the Group to cash flow interest rate risk. Management monitors the impact of changes in market interest rates on borrowing costs in respect of these liabilities. Based on this analysis, management considers the potential impact of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. The Group\u2019s operating cash flows are substantially independent of changes in market interest rates.
2.Financial risk management - continued
2.1 Financial risk factors - continued
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group\u2019s major financial assets, and which are subject to the IFRS 9 expected credit loss model.
The Group\u2019s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Financial assets measured at amortised cost:
Trade and other receivables (Note 12)
2,255,448
3,359,961
812,051
1,189,142
Cash and cash equivalents (Note 13)
1,984,159
13,247,505
659,674
13,172,811
4,239,607
16,607,466
1,471,725
14,361,953
The Group is not exposed to significant credit risk in respect of debt securities which comprise Malta Government Securities listed on the Malta Stock Exchange (Note 10) taking into account the level of such investments. Accordingly, the expected credit loss is deemed to be insignificant.
The Group\u2019s exposures to credit risk are analysed in the statement of financial position and in the respective notes to the Financial Statements. The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect except as outlined below.
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group\u2019s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC-related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers, taking into account financial position, past experience and other factors. With respect to HVAC-related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management also considers any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
65
2.Financial risk management - continued
2.1 Financial risk factors - continued
(b)Credit risk - continued
The closing credit loss allowances for trade and other receivables as at 31 December 2025 were \u20ac57,000 (2024: \u20ac57,000).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss was also insignificant.
The Company\u2019s receivables include amounts owed by joint venture and other related parties arising from transactions with these entities. The Company monitors intra-group credit exposures at individual entity level and ensures timely performance in the context of overall group liquidity management.
As at the end of the financial reporting period, the Group had no significant past due or credit impaired financial assets.
(c)Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally trade and other payables, borrowings and lease liabilities (refer to Notes 18, 19 and 20). One of the Group\u2019s principal liabilities consists of the liability towards the Government in respect of the temporary emphyteusis, which comprises cash payments and obligations through the performance of restoration and infrastructural works at Manoel Island and Tign\u00e9 Point. The matters highlighted within Note 1.1.1 have impacted the Group\u2019s liquidity management process.
Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group\u2019s obligations. The Group\u2019s liquidity risk is managed actively by management. Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash flows from development and operation of the different phases of the project at Tign\u00e9 Point and Manoel Island, when applicable. This includes reviewing the matching or otherwise of expected cash inflows and outflows arising from expected maturities of financial instruments, including specific funding in relation to the distinct project phases.
The Group reviews on a periodic basis its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments, also taking cognisance of the prevailing circumstances and the matters described in Notes 1.1.1 and 1.1.2.
The Group has assessed its financial requirements beyond the current period to 31 December 2026, particularly in light of its bond redemption scheduled for July 2026, which the Group anticipates to be in a position to repay from the liquidity generated from the sale of property, including Q3, and the compensation receivable from Government upon signing of the Settlement Deed. Bank borrowings, which are intrinsically linked to the Q3 project, will be settled through proceeds from the Q3 project. Liquidity risk is not deemed significant in the opinion of the Directors, taking into account the short-term funding arrangements referred to together with the Group\u2019s long-term liquidity management programme. More details are disclosed in Note 1.1.1 in this respect.
The Group\u2019s trade and other payables (Note 18), including the liability towards the Government and payments received on account are principally repayable within one year from the end of the reporting period. Payments received on account under promise of sale agreements do not give rise to cash outflows but would be utilised upon delivery of the related apartments in the expected time periods.
66
2.Financial risk management - continued
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
The table below analyses the Group\u2019s principal financial liabilities giving rise to cash outflows into relevant maturity groupings based on the remaining period at year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. In relation to the amounts payable to Government as at 31 December 2024, amounts which at that time were to be satisfied through the performance of restoration works on major historical sites and the construction of public infrastructure works have been included in the table below.
As referred to previously in Note 1.1.1, the amounts due to the Government of Malta as at 31 December 2025 will be extinguished by virtue of the Settlement Deed, which following the approval at the Extraordinary General Meeting, will be entered into, and which, amongst other things will have the effect of reversion of Manoel Island and Fort Tigne back to the Government of Malta, the extinguishment of the amounts payable to Government and the receipt by the Group of the net reimbursement amount of \u20ac42.7m.
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Group
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2025
Bank borrowings
17,895,423
-
-
-
17,895,423
4% secured euro bonds
2026
52,000,000
-
-
-
52,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
40,976
49,028
147,085
3,735,685
3,972,774
Other non-current liabilities
39,808
17,559
61,954
27,989
147,310
At 31 December 2024
Bank borrowings
334,229
8,106,992
-
-
8,441,221
4% secured euro bonds
2026
2,000,000
52,000,000
-
-
54,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
1,308,991
1,022,649
3,436,102
88,479,621
94,247,363
Other non-current liabilities
16,864
39,808
78,736
28,765
164,173
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Company
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2025
Bank borrowings
17,895,423
-
-
-
17,895,423
4% secured euro bonds
2026
52,000,000
-
-
-
52,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
39,553
45,900
137,700
3,497,312
3,720,465
Other non-current liabilities
30,900
-
-
-
30,900
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Company
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2024
Bank borrowings
334,229
8,106,992
-
-
8,441,221
4% secured euro bonds
2026
2,000,000
52,000,000
-
-
54,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
1,308,991
1,022,649
3,436,102
88,479,621
94,247,363
Other non-current liabilities
16,864
39,808
78,736
28,765
164,173
2.2 Capital risk management
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (as shown in the statement of financial position) less cash and cash equivalents, other term placements with banks and debt investments. Total capital is calculated as equity, as shown in the statement of financial position, plus net debt.
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Total borrowings (Note 19)
67,104,009
59,752,376
67,104,009
59,752,376
Less:
- Cash and cash equivalents (Note 13)
(1,984,159)
(13,247,505)
(659,674)
(13,172,811)
- Financial investments (Note 10)
(246,462)
(254,548)
(246,462)
(254,548)
Net debt
64,873,388
46,250,323
66,197,873
46,325,017
Total equity
51,462,713
93,386,383
26,817,308
69,494,638
Total capital
116,336,101
139,636,706
93,015,181
115,819,655
Gearing ratio
55.8%
33.1%
71.2%
40.0%
The Group manages the relationship between equity from shareholders and borrowings, being the constituent elements of capital, as reflected above with a view to managing the cost of capital. The Group maintains its level of capital by reference to its financial obligations and commitments arising from operational and financing requirements in relation to the different phases of the development project, where deemed applicable.
2.2 Capital risk management - continued
The Group\u2019s projected equity levels are being assessed in the context of the future business activities of the Group taking cognisance of the developments and events referred to in Note 1.1.1, focusing on the relationship between the amount of borrowings and shareholders\u2019 equity. As outlined previously within Note 1.1.1, due to arrangements in place with the Government of Malta, by virtue of the eventual Settlement Deed with the Government of Malta, the Group will be in a position to extinguish the amount payable to the Government of Malta in respect of Manoel Island, repay its bond liabilities and also the Bank borrowings upon the delivery of the Q3 project. Hence the Group\u2019s major liabilities will be settled and no future long-term funding will be required for the restructured business activities going forward.
In view of the Group\u2019s activities comprised within its liquidity and capital management programmes referred to above, the stage of the Group\u2019s business activities going forward and the extent of projected borrowings or financing required, the capital level as at the end of the financial reporting period is currently deemed adequate by the Directors.
2.3 Fair values of financial instruments not measured at fair value
At 31 December 2025 and 2024, the carrying amounts of financial instruments, comprising cash at bank, receivables, payables and accrued expenses approximated their fair values in view of the nature of the instruments or their short-term maturity. The fair value of non-current financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The fair value of the Group\u2019s bank borrowings (Note 19) as at the end of the reporting period is not materially different from the carrying amounts.
The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments\u2019 contractual interest rates, are deemed observable and accordingly, these fair value estimates have been categorised as Level 2 within the fair value measurement hierarchy required by IFRS 7, \u2018Financial Instruments: Disclosures\u2019.
As at 31 December 2024, the Directors had assessed the fair value of the amount due to Government in relation to purchase of land (see Note 18) by reference to the original discount rate applied upon completion of the deed (see Note 11) adjusted by changes recorded since then in the yields to maturity of Malta Government securities with tenor similar to the repayment terms of the liability towards the Government. On this basis, the fair value at 31 December 2024 of the amount due to Government with respect to the purchase of land amounted to \u20ac38.2 million. As referred to previously in Note 1.1.1, the amounts due to the Government of Malta will be extinguished by virtue of the Settlement Deed, which following the approval at the Extraordinary General Meeting, will be entered into during 2026. Accordingly, the fair value as at 31 December 2025 is not deemed to be materially different from the carrying amount as of the same date.
The current market interest rates utilised for fair value estimation were considered observable and accordingly these fair value estimates had been categorised as Level 2.
Information on the fair value of the bonds issued to the public is disclosed in Note 19 to the Financial Statements. The fair value estimate in this respect is deemed Level 1 as it constitutes a quoted price in an active market.
3.Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the Directors, the accounting estimates and judgements made in the course of preparing these Financial Statements are not subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.
As referred to in Note 7 to the financial statements, specific elements of the Group\u2019s and Company\u2019s investment property are fair valued on the basis of valuation techniques. The Group\u2019s inventories \u2013 development project (Note 11) are carried at the lower of cost and net realisable value, where the latter is deemed relevant. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
4.Activities of the Group \u2013 segment information
Operating segments are reported in a manner consistent with the Group\u2019s own internal reporting. An operating segment is a component of the Group 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 Group\u2019s other components, and for which discrete financial information is available. An operating segment\u2019s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the chief operating decision-maker (CODM).
MIDI had entered into a 99-year emphyteutical grant with the Government of Malta on 15 June 2000 for the development of the Manoel Island and Tign\u00e9 Point project.
As referred to previously in Note 1.1.1 - Developments during 2025 and after the end of the reporting period, in June 2025, Government withdrew its support for the Manoel Island project and the Board concluded that, given the change of stance of Government, a development of this scale and complexity would not succeed without the active support of Government. By virtue of the Settlement Deed, which will be entered into following approval at the Extraordinary General Meeting, Manoel Island and Fort Tigne will revert back to the Government, and the business of the Group will be modified accordingly.
During the years ended 31 December 2025 and 2024, the Group had two operating segments:
\uf0b7development and sale of property, which comprises primarily the construction and sale of residential units within Tign\u00e9 Point and up until June 2025, the Manoel Island Project; and
\uf0b7property rental and management, which involves the leasing and management of retail space at Pjazza Tign\u00e9 and the catering units situated at the Foreshore as well as car park operations, services pertaining to HVAC and building technology services.
4.Activities of the Group \u2013 segment information - continued
The Board of Directors assesses the performance of the segments on the basis of segment operating results, before financing costs and tax impact. The financial information for the reportable segments in relation to the years ended 31 December 2025 and 2024, is as follows:
Development and sale
Property rental and
of property
management
Group
2025
2024
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
Segment revenue
26,000
128,000
3,385,726
3,217,422
3,411,726
3,345,422
Segment results
operating (loss)/profit
(30,627,076)
(3,538,795)
(10,741,647)
624,103
(41,368,723)
(2,914,692)
Segment total assets
150,318,289
175,605,144
28,700,422
41,256,396
179,018,711
216,861,540
Segment total liabilities
130,522,276
135,215,273
27,687,083
30,075,237
158,209,359
165,290,510
A reconciliation of segment total assets and liabilities, to the amounts presented in the consolidated financial statements, is as follows:
Group
2025
2024
\u20ac
\u20ac
Total assets
Total assets for reportable segments
179,018,711
216,861,540
Unallocated items
30,653,361
41,815,353
Consolidated total assets
209,672,072
258,676,893
Total liabilities
Total liabilities for reportable segments
158,209,359
165,290,510
Consolidated total liabilities
158,209,359
165,290,510
The Group\u2019s revenues are derived from operations carried out principally in Malta. Considering the nature of the Group\u2019s activities, its non-current assets are predominantly located in Malta.
In 2025, the Group generated revenue amounting to \u20ac657,726 and \u20ac444,462 from two customers representing 20% and 14% of the Group\u2019s revenue respectively which are attributable to the property rental and management segment. In 2024, the Group generated revenue amounting to \u20ac598,734 and \u20ac442,625 from two customers representing 18% and 13% of the Group\u2019s revenue respectively which are attributable to the property rental and management segment.
Other disclosures in terms of the requirement of IFRS 8, \u2018Operating Segments\u2019 were not deemed necessary in the context of the amounts disclosed in the table above and the nature of such requirements, taking into account the business of the respective segment.
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
\u20ac
\u20ac
\u20ac
\u20ac
Group
At 1 January 2024
Cost
1,376,582
7,971,536
2,250,464
11,598,582
Accumulated depreciation and
impairment losses
(651,900)
(6,932,264)
(2,097,816)
(9,681,980)
Net book amount
724,682
1,039,272
152,648
1,916,602
Year ended 31 December 2024
Opening net book amount
724,682
1,039,272
152,648
1,916,602
Additions
-
24,200
17,811
42,011
Depreciation charge
(8,878)
(190,022)
(38,010)
(236,910)
Closing net book amount
715,804
873,450
132,449
1,721,703
At 31 December 2024
Cost
1,376,582
7,995,736
2,268,275
11,640,593
Accumulated depreciation and
impairment losses
(660,778)
(7,122,286)
(2,135,826)
(9,918,890)
Net book amount
715,804
873,450
132,449
1,721,703
Year ended 31 December 2025
Opening net book amount
715,804
873,450
132,449
1,721,703
Additions
-
13,452
5,969
19,421
Impairment loss
(706,926)
(428,000)
-
(1,134,926)
Disposals
-
-
(24,500)
(24,500)
Depreciation charge
(8,878)
(170,651)
(25,749)
(205,278)
Depreciation released on disposals
-
-
2,450
2,450
Closing net book amount
-
288,251
90,619
378,870
At 31 December 2025
Cost
1,376,582
8,009,188
2,249,744
11,635,514
Accumulated depreciation,
and impairment losses
(1,376,582)
(7,720,937)
(2,159,125)
(11,256,644)
Net book amount
-
288,251
90,619
378,870
As previously noted in Note 1.1.1 - Developments during 2025 and after the end of the reporting period, pursuant to the Settlement Deed which will be entered into between the Government of Malta and the Group, following the approval at the Extraordinary General Meeting, the Group will no longer be in a position to continue occupying the premises located on Manoel Island in view of the reversion of Manoel Island to the Government. These premises, which prior to the dispute with Government served as the Group\u2019s offices, had been recognised in these financial statements under land and buildings. The Directors resolved to write down the carrying amount of this asset to its nil recoverable amount by recognising an impairment charge, which has been reflected in both the Group\u2019s consolidated income statement and the Company\u2019s separate income statement.
72
5.Property, plant and equipment - continued
The Directors had assessed the fair value of the land and buildings at 31 December 2024, which fair value was deemed to fairly approximate the carrying amounts. No adjustments to carrying amounts had been recognised in respect of the property since initial recognition, taking cognisance of the nature and use of the property in the conditions prevailing at the time.
Plant and integral assets represent the investment in an HVAC plant. As at 31 December 2025, the Directors reviewed the estimated recoverable amount of the Group\u2019s plant and equipment and recognised an impairment charge of \u20ac428,000 in respect of the HVAC plant, reflecting its value in use. The value in use is estimated on the basis of average annual net operating cash inflows of \u20ac100,000 and a discount rate of 8%.
Hence, the Group\u2019s land and buildings are stated at amounts which are equivalent to those presented on the historical cost basis, as follows:
2025
2024
\u20ac
\u20ac
Cost
1,376,582
1,376,582
Accumulated depreciation and impairment losses
(1,376,582)
(660,778)
Net book amount
-
715,804
Group borrowings are secured on the Group\u2019s property, plant and equipment (Note 19).
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
\u20ac
\u20ac
\u20ac
\u20ac
Company
At 1 January 2024
Cost
1,376,582
7,971,536
1,055,461
10,403,579
Accumulated depreciation and
impairment losses
(651,900)
(6,932,264)
(1,037,910)
(8,622,074)
Net book amount
724,682
1,039,272
17,551
1,781,505
Year ended 31 December 2024
Opening net book amount
724,682
1,039,272
17,551
1,781,505
Additions
-
24,200
8,729
32,929
Depreciation charge
(8,878)
(190,022)
(7,043)
(205,943)
Closing net book amount
715,804
873,450
19,237
1,608,491
At 31 December 2024
Cost
1,376,582
7,995,736
1,064,190
10,436,508
Accumulated depreciation and
impairment losses
(660,778)
(7,122,286)
(1,044,953)
(8,828,017)
Net book amount
715,804
873,450
19,237
1,608,491
73
5.Property, plant and equipment - continued
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
\u20ac
\u20ac
\u20ac
\u20ac
At 1 January 2025
Cost
1,376,582
7,995,736
1,064,190
10,436,508
Accumulated depreciation and
impairment losses
(660,778)
(7,122,286)
(1,044,953)
(8,828,017)
Net book amount
715,804
873,450
19,237
1,608,491
Year ended 31 December 2025
Opening net book amount
715,804
873,450
19,237
1,608,491
Additions
-
13,452
-
13,452
Impairment loss
(706,926)
(428,000)
-
(1,134,926)
Depreciation charge
(8,878)
(170,651)
(4,543)
(184,072)
Closing net book amount
-
288,251
14,694
302,945
At 31 December 2025
Cost
1,376,582
8,009,188
1,064,190
10,449,960
Accumulated depreciation,
and impairment losses
(1,376,582)
(7,720,937)
(1,049,496)
(10,147,015)
Net book amount
-
288,251
14,694
302,945
6.Right-of-use assets
The Group recognised lease liabilities and right-of-use assets in relation to future ground rent payable to the Government of Malta under the terms of the emphyteutical deed attributable to land at Manoel Island and Tign\u00e9 Point, acquired from the Government for the purposes of the development project by virtue of a 99-year emphyteutical grant entered into on 15 June 2000 (Note 11), which ground rent is deemed to be within scope of IFRS 16. These liabilities were measured at the present value of the remaining lease payments, discounted using the interest rate implicit in the lease arrangement. The discount rate applied to the lease liabilities was 7.75%, which is the rate emanating from the deed for the acquisition of the land on title of temporary emphyteusis, entered into with the Government.
Ground rent payable by the Group in respect of which right-of-use assets and lease liabilities have been recognised, covers land and property which is classified as Investment Property or Inventories \u2013 Development project.
Ground rent payable in respect of portions of property which are classified as investment property gives rise to right-of-use assets attributable to investment property, which meet the definition of investment property. Ground rent payable in respect of portions of property which are categorised as inventories gives rise to right-of-use assets attributable to inventories.
74
6.Right-of-use assets - continued
Inventories -
Investment
Development
property
project
Total
\u20ac
\u20ac
\u20ac
Group and Company
At 1 January 2024
Cost
1,245,056
11,793,319
13,038,375
Accumulated depreciation
-
(723,947)
(723,947)
Carrying amount
1,245,056
11,069,372
12,314,428
Year ended 31 December 2024
Opening carrying amount
1,245,056
11,069,372
12,314,428
Derecognition upon sale
-
(6,387)
(6,387)
Depreciation charge
-
(140,228)
(140,228)
Closing carrying amount
1,245,056
10,922,757
12,167,813
Inventories -
Group
Investment
Development
property
project
Total
\u20ac
\u20ac
\u20ac
At 31 December 2024
Cost
1,245,056
11,786,932
13,031,988
Accumulated depreciation
-
(864,175)
(864,175)
Carrying amount
1,245,056
10,922,757
12,167,813
Year ended 31 December 2025
Opening carrying amount
1,245,056
10,922,757
12,167,813
Derecognition due to adjustment to
-
(10,969,102)
(10,969,102)
carrying amount of inventories to reflect
realisable values
Derecognition due to fair value changes
on investment property reclassified as
held for sale
(498,585)
-
(498,585)
Other adjustments
(664,526)
664,526
-
Depreciation charge
-
(148,709)
(148,709)
Closing carrying amount
81,945
469,472
551,417
At 31 December 2025
Cost
81,945
538,212
620,157
Accumulated depreciation
-
(68,740)
(68,740)
Carrying amount
81,945
469,472
551,417
6.Right-of-use assets - continued
Investment
Inventories -
Company
property
Development project
Total
\u20ac
\u20ac
\u20ac
At 31 December 2024
Cost
1,245,056
11,786,932
13,031,988
Accumulated depreciation
-
(864,175)
(864,175)
Carrying amount
1,245,056
10,922,757
12,167,813
Year ended 31 December 2025
Opening carrying amount
1,245,056
10,922,757
12,167,813
Derecognition upon transfer
of properties to subsidiary
(472,006)
-
(472,006)
Derecognition due to adjustment to carrying amount
of inventories to reflect realisable value
(10,969,102)
(10,969,102)
Derecognition due to fair value changes on
investment property reclassified as held for sale
(72,784)
-
(72,784)
Other adjustments
(664,526)
664,526
-
Depreciation charge
-
(148,709)
(148,709)
Closing carrying amount
35,740
469,472
505,212
At 31 December 2025
Cost
35,740
538,212
573,952
Accumulated depreciation
-
(68,740)
(68,740)
Carrying amount
35,740
469,472
505,212
The Group reflects the depreciation charge on the right-of-use assets arising on property elements categorised as inventories and the finance costs on the related lease liabilities within the carrying amount of inventories through capitalisation of such amounts. As disclosed within Note 11, the depreciation charge on the right-of-use assets attributable to inventories, amounted to \u20ac148,709 for the year ended 31 December 2025 (2024: \u20ac140,228) and the interest expense on the related lease liabilities, amounted to \u20ac1,055,697 (2024: \u20ac1,046,348).
The fair value of the right-of-use assets attributable to investment property as at 31 December 2025 is fairly close to the carrying amount of the assets.
There were no additions to the right-of-use assets during the financial year ended 31 December 2025.
Upon the sale of property elements within Inventories to third parties, in line with the respective deed of sale, the ground rent attributable to the respective portion of the sold property becomes the burden of the new owner. Consequently, this gives rise to the derecognition of the related portion of the right-of-use asset recognised by the Company in respect of Inventories \u2013 Development project. The other adjustments refer to reclassifications of right-of-use assets between investment property and inventories, which have been accounted to align the right-of-use assets in line with the current use of specific elements of the Group\u2019s property.
In view of the adjustments to the carrying amounts of inventories attributable to Manoel Island and of specific investment properties including Fort Tign\u00e9 (refer to Note 1.1.1), the reversion of both Manoel Island and Fort Tign\u00e9 to the Government upon the signing of the Settlement Deed reflecting the rescission of the emphyteutical grant in this respect, and the active plans to dispose of specific investment properties, the right-of-use assets with carrying amounts as at 31 December 2025 of \u20ac11.0m and \u20ac0.5m on Inventories \u2013 Development project and Investment property respectively, attributable to Manoel Island and investment properties including Fort Tign\u00e9, as disclosed in the table above, and the corresponding lease liabilities (Note 20) have been derecognised.
Right-of-use assets - continued
The net impact of the derecognition of the right-of-use assets and the related lease liabilities has been presented in conjunction with the adjustments to the carrying amounts of inventories and investment property on the face of the statement of profit or loss to reflect the substance of the impacts of the Settlement Deed and implied arrangement with Government, and to reflect the impacts of the planned disposals.
7.Investment property
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
36,231,697
36,231,697
36,231,697
36,231,697
Transfer to subsidiary
-
-
(34,136,255)
-
Fair value changes on investment
property
(10,039,600)
-
-
-
Reclassification to non-current assets
classified as held for sale
(22,555,923)
-
(1,980,923)
-
Closing carrying amount
3,636,174
36,231,697
114,519
36,231,697
Year ended 31 December
Investment property
3,636,174
36,231,697
114,519
36,231,697
Non-current assets
classified as held for sale
22,555,923
-
1,980,923
-
Carrying amount
26,192,097
36,231,697
2,095,442
36,231,697
At 1 January and at 31 December
Cost
23,444,232
32,430,558
1,875,605
32,430,558
Fair value gains
2,747,865
3,801,139
219,837
3,801,139
Carrying amount
26,192,097
36,231,697
2,095,442
36,231,697
By virtue of a public deed dated 9 July 2025, the Company transferred specific investment properties forming part of the Tign\u00e9 Point development to its subsidiary, T14 Investments Limited, by way of a non-cash capital contribution. No consideration was received by the Company, and the transaction resulted in a corresponding increase in the Company\u2019s investment in subsidiary (Note\u202f8).
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. The Group sounded the market in connection with the potential sale of these investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the dispute with Government, which inevitably weakened its negotiating stance, as well as the urgency to conclude the sale process created by the impending maturity of the Bonds. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate, that is being affected by a marked increase in the supply of commercial properties in recent years.
Investment property - continued
The carrying amount of the Group\u2019s investment property as at 31 December 2025 has been adjusted to reflect the offers that were received for the properties that the Group has placed on the market, with a view to immediate sale. The Group has entered into promise of sale agreements in respect of certain property elements. Net fair value losses of \u20ac9.9 million have been reflected in profit or loss in respect of the carrying amount of investment property.
These losses comprise the net credit impact of the derecognition of the right-of-use assets and corresponding lease liabilities (see Notes 6 and 20) attributable to the specific investment properties, which have been reclassified to non-current assets classified as held for sale, in respect of which fair value losses have been registered. The settlement deed will enable the Group to conclude the sale of these assets, a number of which are already subject to a promise of sale agreement as highlighted.
In view of the promises of sale entered into by the Group and the planned disposal of specific investment properties, the Group has reclassified these specific investment properties as non-current assets classified as held for sale under the requirements of IFRS 5.
\u00a0
Rental income from investment property is disclosed in Note 4, presented as segment revenue attributable to the property rental and management segment.
Fair valuation of property as at 31 December 2024
All the recurring property fair value measurements at 31 December 2024 used significant unobservable inputs and were accordingly categorised within Level 3 of the fair valuation hierarchy.
At the end of the preceding reporting period management updated internally developed valuation models which were based on the discounted cash flow and comparable sales value approaches, for the purpose of ascertaining whether the carrying amount of the key components within the Group\u2019s property portfolio were significantly different from estimated fair values.
As at 31 December 2024, the valuation of the public car parking was performed using the sales comparison approach. The significant input to this approach was a sales price per car space related to transactions in comparable properties located in proximity to the Company\u2019s property.
As at 31 December 2024, the valuation of the property elements rented out for retail and other commercial business purposes, was based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms.
The fair value of the other investment properties was determined on the basis of a sales price per square metre, by reference to the sales value of comparable properties within close proximity. This value was adjusted taking into consideration the permits, ancillary facilities in the close proximity of the property and existing commitments.
No adjustment to the overall carrying amount of the investment property portfolio was deemed necessary at the end of the 2024 reporting period.
78
7.Investment property - continued
The information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation models as at 31 December 2024 is included below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Public car park
18,204,518
Sales comparison
Sales price per car space
space
approach
of \u20ac30,000
Property used for
16,046,256
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac876,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
Other property
1,980,923
Sales comparison
Average sales price per
approach
square metre of \u20ac1,429
Fair valuation of property as at 31 December 2025
The fair value of the investment property as at 31\u202fDecember\u202f2025 was adjusted to reflect the impacts of the Group\u2019s disposal process commenced during the year, taking into account the offers received and the promise of sale agreements actually entered into.
The carrying amounts of the public car park space at \u20ac10,875,000 and of the property used for retail and other commercial business at \u20ac9,700,000 reflect the adjustments necessary to take into account the terms of promise of sale agreements or non-binding offers received.
No adjustments were effected to the carrying amount of the Other property referred to in the table above, taking cognisance of the terms of the Settlement Deed.
With respect to the remaining commercial property which the Group still intends to hold, the valuation is based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms. In this respect, the information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation model as at 31 December 2025 is included in the table below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Property used for
3,522,000
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac176,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
In relation to the property referred to within the table above, the higher the projected rental income streams and the growth rate, the higher the valuation. The inverse applies for changes in the discount rate. Group borrowings are secured on the Group\u2019s investment property (Note 19).
8.Investments in subsidiaries
Company
2025
2024
\u20ac
\u20ac
Cost and carrying amount
At beginning of the year
11,709,316
11,709,316
Additions
1,200
-
Transfer of property to subsidiary by way of capital contribution
34,136,255
-
Impairment charge
(8,553,380)
-
At end of year
37,293,391
11,709,316
The subsidiaries at 31 December, whose results and financial position affected the figures of the Group, are shown below:
Percentage of
shares (and
Registered
Class of
voting rights
Group undertaking
office
shares held
held)
2025
2024
Tign\u00e9 Contracting Limited
North Shore,
Manoel Island,
Gzira, Malta
Ordinary shares
99.9%
99.9%
T14 Investments Limited
North Shore,
Manoel Island,
Gzira, Malta
Ordinary shares
99.9%
99.9%
Manoel Island
North Shore,
Investments Limited
Manoel Island,
Gzira, Malta
Ordinary shares
100%
-
During 2025, the Company incorporated a new subsidiary, Manoel Investments Limited, a company registered in Malta, through an investment of \u20ac1,200.
As disclosed within Note\u202f7, during 2025 the Company transferred certain investment properties forming part of the Tign\u00e9 Point development to its subsidiary, T14 Investments Limited, by way of a non\u2011cash capital contribution. No consideration was received by the Company, and the transaction resulted in a corresponding increase of \u20ac34.1\u202fmillion in the Company\u2019s investment in subsidiary, as reflected in the table above.
In view of the developments relating to the planned disposal of specific investment properties referred to in Notes\u202f1.1.1 and\u202f7, the Group recognised fair value losses on the properties transferred by the Company to T14 Investments Limited. Accordingly, as at 31\u202fDecember\u202f2025, the carrying amount of the Company\u2019s investment in its subsidiary was written down by way of an impairment charge of \u20ac8.55 million so as to align this carrying amount to the underlying net asset value of T14 Investments Limited, which owns the properties that were subject to the fair value losses recognised within the Group\u2019s financial statements.
All shareholdings are held directly by MIDI p.l.c., to execute its group business as outlined in Note 4 also through these entities. The impact of the non-controlling interest in Tigne Contracting Limited and T14 Investments Limited on the Group\u2019s financial results and financial position is insignificant.
9.Investment in joint venture
Group
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
27,437,668
28,095,459
Share of profit for the year
1,787,955
1,722,778
Share of other comprehensive income
(102,883)
(230,569)
Dividends receivable
(900,000)
(2,150,000)
Closing carrying amount
28,222,740
27,437,668
At 31 December
Cost
2,000,000
2,000,000
Share of profits and reserves
26,222,740
25,437,668
Carrying amount
28,222,740
27,437,668
The Group\u2019s shares in the joint venture represent:
Percentage
of shares (and
voting rights
Jointly controlled entity
Registered office
Class of shares held
held)
2025
2024
Mid Knight Holdings Limited
North Shore,
Ordinary shares
50%
50%
Manoel Island,
Gzira, Malta
The Group entered into a joint venture through T14 Investments Limited (a fully-owned subsidiary of MIDI p.l.c.) in Mid Knight Holdings Limited (the joint venture), which it jointly controls with Benny Holdings Limited. The principal business objective of Mid Knight Holdings Limited, which is not listed, was the development, management and administration of an office block and business centre on the T14 site located at Tign\u00e9 Point in Sliema, \u2018The Centre\u2019.
The Board of Mid Knight Holdings Limited commissioned an independent architect and civil engineer firm, QP, to prepare an open market valuation of its main asset, \u2018The Centre\u2019 as at 31 December 2025. The fair value of the property has been established by using a comparative approach, focusing on current selling prices and rental values of similar commercial properties in similar localities. In addition to the comparative approach, the fair value of the property is also assessed by reference to a Discounted Cash Flow approach, by considering the projected annual rental revenues and operating costs, applying a long-term growth rate and a discount rate to compute net present value. The jointly-controlled entity\u2019s management updates these discounted cash flow assessments on a yearly basis. The estimated fair value of the Temporary Utile Dominium of this property emanating from this assessment did not give rise to adjustments to the carrying amount of the property of Mid Knight Holdings Limited as at 31 December 2025.
The share of results accounted for in the Company\u2019s consolidated financial statements on the basis of the equity method of accounting, represents the share of profit of Mid Knight Holdings Limited principally arising from its rental operations and related property activities, and the share of other comprehensive income recognised by the jointly-controlled entity in respect of fair value changes of a derivative contract designated as a hedging instrument in a cash flow hedge.
9.Investment in joint venture - continued
The dividends declared by Mid Knight Holdings Limited are payable to T14 Investments Limited, a fully owned subsidiary of the Company. During 2025, the Directors of T14 Investments Limited declared a final dividend of \u20ac900,000 (2024: \u20ac2,150,000) to the Company. Further details are included in Note 29.
As at 31 December 2025, the Directors reviewed the estimated recoverable amount of the investment and no impairment indicators were identified.
Summarised financial information in respect of Mid Knight Holdings Limited is set out below:
Summarised balance sheet
2025
2024
\u20ac
\u20ac
Current assets
Cash and cash equivalents
1,878,830
2,771,229
Other current assets
594,629
287,977
Total current assets
2,473,459
3,059,206
Non-current assets
85,316,565
84,826,782
Current liabilities
Financial liabilities (excluding trade payables)
1,561,202
1,580,892
Other current liabilities
3,327,794
3,484,338
Total current liabilities
4,888,996
5,065,230
Non-current liabilities
Financial liabilities (excluding trade payables)
20,240,197
21,730,071
Other non-current liabilities
6,215,351
6,215,351
Total non-current liabilities
26,455,548
27,945,422
Net assets
56,445,480
54,875,336
Reconciliation to carrying amounts
Operating net assets
54,875,336
56,190,919
Profit for the year
3,575,910
3,445,555
Other comprehensive income
(205,766)
(461,138)
Dividends paid
(1,800,000)
(4,300,000)
Closing net assets
56,445,480
54,875,336
Group\u2019s share in %
50%
50%
Group\u2019s share in \u20ac
28,222,740
27,437,668
Carrying amount
28,222,740
27,437,668
Summarised statement of comprehensive income
Revenue
5,330,449
5,170,774
Cost of sales
67,648
64,737
Gain from disposal of investment property
-
2,806
Depreciation and amortisation
35,866
20,096
Interest expense
689,647
576,196
Income tax expense
828,951
977,610
Profit for the year
3,575,909
3,445,555
9.Investment in joint venture - continued
Summarised statement of comprehensive income - continued
2025
2024
\u20ac
\u20ac
Cash flow hedges:
Gains from changes in fair value of derivative instrument
87,619
77,730
Gains reclassified to profit or loss as reclassification adjustments
(293,385)
(538,868)
Other comprehensive income
(205,766)
(461,138)
Total comprehensive income
3,370,143
2,984,417
10.Financial investments
Group and Company
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
454,548
453,132
(Losses)/gains from changes in fair value (Note 16)
(8,086)
1,416
Closing carrying amount
446,462
454,548
At 31 December
Cost
432,040
432,040
Fair value gains (Note 16)
14,422
22,508
Carrying amount
446,462
454,548
The Group\u2019s financial investments which are measured at fair value through other comprehensive income, consist of equity investments and debt securities.
a)Equity investments amounting to \u20ac200,000 (2024: \u20ac200,000) represent an interest in an unlisted local private company, Manoel Island Yacht Yard Limited. This equity investment is not held for trading and the Group has irrevocably elected at initial recognition to recognise such investment in the category of financial assets measured at fair value through other comprehensive income.
At the end of the reporting period, the cost of these investments approximates fair value and no movements have been reflected directly in equity in other comprehensive income.
b)Debt securities with a cost amounting to \u20ac232,040 (2024: \u20ac232,040), comprise Malta Government securities listed on the Malta Stock Exchange which are subject to fixed rates of interest ranging from 4.5% to 5.2% and have maturity dates between 2028 and 2031. These investments have been classified at fair value through other comprehensive income, in view of the fact that the assets are held to collect contractual cash flows and to sell such assets. The fair value of the debt securities at the end of the reporting period, amounting to \u20ac246,462 (2024: \u20ac254,548), is based on the market value of the instruments as quoted on the Malta Stock Exchange. Accordingly, the fair value of these financial assets, based on quoted prices in an active market, is categorised as Level 1 within the fair value measurement hierarchy required by IFRS 7.
Considering the nature and amount of such investments, the Directors\u2019 view is that no further information on fair values is required under IFRS, apart from that provided in this note.
The expected credit loss on the debt securities is considered to be insignificant.
11.Inventories \u2013 Development project
The main object of the Group has been the development of a large area of land at Manoel Island and Tign\u00e9 Point, acquired from the Government of Malta for this purpose by virtue of a 99-year emphyteutical grant entered into on 15 June 2000. This development has been intended in the main for resale purposes.
The contract of acquisition of the land provided for a premium of \u20ac92.17 million payable over an extended period of time, which was discounted to its present value amount of \u20ac42.62 million at date of purchase. The rate applied in discounting to present value the future outflows comprising the purchase consideration was 7.75% based upon the effective pre-tax return rate provided for in the deed of acquisition (refer to Note 18).
During the year ended 31 December 2025, the Company neared completion of the final residential block at Tign\u00e9 Point referred to Q3 \u2013 Fortress Gardens which comprises of 63 apartments and underground parking as well as 2 commercial units. As at the end of December 2025, 59 units were subject to a promise of sale agreement. Development works during the year ended 31 December 2025, reflected within the table below, were mainly focused on this final residential development.
As disclosed in Note 1.1.1 - Developments during 2025 and after the end of the reporting period, in June 2025 Government withdrew its support for the Manoel Island project and publicly declared its intention to convert the island into a national park.
The Board\u2019s strategy in relation to the reimbursement claim from the Government of Malta was based on the carrying amount of the inventories attributable to Manoel Island as recognised in the Group\u2019s statement of financial position. Since the inception of the project, the Manoel Island inventories have been accounted for at cost in the Group\u2019s financial statements, comprising the purchase consideration for the land, expenditure incurred in connection with its subsequent development, costs of development works, design and other studies related to the project, as well as all other directly attributable expenditure and borrowing costs, including imputed interest specifically attributable to the Manoel Island development phase.
The Group limited its claim to the recovery of the actual costs incurred, with the objective of obtaining a reimbursement that approximates the carrying amount of the Manoel Island inventories and of Fort Tign\u00e9. Fort Tign\u00e9 was the subject of the negotiations with Government during 2025 and, following the approval of the Extraordinary General Meeting, together with Manoel Island, will form part of the reversion of property to the Government of Malta pursuant to the settlement deed which will be entered into following the approval of these financial statements, in line with the negotiations conducted during 2025 and the settlement agreement ultimately reached. In adopting this approach, the Board sought to safeguard the value of the Group\u2019s shareholders\u2019 interests. Prior to the dispute with Government, the total carrying amount of Manoel Island (accounted for as inventory), net of the amount payable to the Government of Malta (see Note 18), and Fort Tign\u00e9 (accounted for as investment property), net of the related right-of-use assets (Note 6) and corresponding lease liabilities (Note 20), amounted to \u20ac70.1\u202fmillion.
The Board has publicly stated that the Group\u2019s claim, which was reviewed by the independent auditors appointed by the Lands Authority, confirmed the total claimable consideration and expenses related to the Manoel Island development project and Fort Tign\u00e9, amounted to \u20ac66.4m. The eventual reimbursement offered by Government fell short of this amount, with an offer of \u20ac42.7m. Consequently, the difference between the net carrying amount of the property subject to reversion to Government and the final reimbursement offer, equivalent to \u20ac27.4m, has been accounted as a loss in the Group\u2019s income statement, principally to adjust the carrying amount of inventory to realisable values, net of related items. The adjustment to inventory reflected in the table below is before the net credit adjustment arising upon the derecognition of right-of-use assets and related lease liabilities attributable to Manoel Island (refer to Notes 6 and 20).
11.Inventories \u2013 Development project - continued
Costs incurred on the project up to 31 December 2025 and 2024 comprised:
Group
Company
\u00a0
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Purchase cost of land (see note above):
At beginning and end of year
19,353,259
19,353,259
19,353,259
19,353,259
Cost of design works and other studies,
demolition, excavation, construction and
restoration works and other expenses
incurred
- At 1 January
89,528,730
77,689,074
89,528,730
77,689,074
- Additions for the year
16,177,683
13,699,428
16,177,683
13,699,428
- Depreciation of right-of
use of assets (Note 6)
148,709
140,228
148,709
140,228
- Adjustment to the carrying amount to reflect realisable values
(20,481,263)
(2,000,000)
(20,481,263)
(2,000,000)
- At 31 December
85,373,859
89,528,730
85,373,859
89,528,730
Borrowing costs attributable to the project:
- At 1 January
54,447,081
53,327,140
54,447,081
53,327,140
- Interest on lease liabilities (Note 20)
1,055,697
1,046,348
1,055,697
1,046,348
- Bank and other interest
67,269
73,593
67,269
73,593
- Adjustment to the carrying amount to
reflect realisable values
(10,751,910)
-
(10,751,910)
-
- At 31 December
44,818,137
54,447,081
44,818,137
54,447,081
149,545,255
163,329,070
149,545,255
163,329,070
12.Trade and other receivables
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current
Receivables in respect of rental operations
- net of credit loss allowances
597,502
747,836
119,962
747,836
Trade receivables - net of credit loss
allowances
204,612
153,976
204,612
153,976
Amounts owed by joint venture
963,433
955,807
63,433
55,807
Amounts owed by other related parties
24,627
2,284
14,154
2,284
Amounts owed by third parties
339,824
1,500,058
339,824
143,259
Indirect taxation
103,886
-
103,886
-
Prepayments and other receivables
117,188
51,296
249,981
365,805
2,351,072
3,411,257
1,095,852
1,468,967
Amounts owed by joint venture and other related parties are unsecured, interest-free, and repayable on demand. Receivables in respect of rental operations include an amount of \u20ac16,795 (2024: \u20ac17,534) which is due from related parties.
13.Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents comprise the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Cash at bank and in hand
1,500,089
12,763,435
175,604
12,688,741
Cash pledged as guarantees
484,070
484,070
484,070
484,070
Cash and cash equivalents
1,984,159
13,247,505
659,674
13,172,811
The cash and cash equivalents include amounts of \u20ac97,640 (2024: \u20ac97,640) which represent amounts held in trust arrangement earmarked for repayment of the matured bonds. This balance represents funds earmarked for the eventual repayment of the 7% EURO bonds 2016-2018 and 7% GBP bonds 2016-2018 which were redeemed by the Company on 15 December 2016, but to date remain unpaid to the bondholders or their heirs due to causa mortis and court orders.
14.Share capital
Group and Company
2025
2024
\u20ac
\u20ac
Authorised
450,000,000 Ordinary shares of \u20ac0.20 each
90,000,000
90,000,000
Issued and fully paid
214,159,922 Ordinary shares of \u20ac0.20 each
42,831,984
42,831,984
The Company had issued and allotted 67,369,922 ordinary shares with a nominal value of \u20ac0.20 each, fully paid up, which were offered at an Issue Price of \u20ac0.45 each, to the public. Pursuant to the Prospectus dated 1 November 2010, the share premium attributable to these issued shares, reflecting the difference of \u20ac0.25 between the Issue Price and the nominal value, amounting to \u20ac16,842,481, is presented separately in the statement of financial position. Share issue costs, amounting to \u20ac963,697, have been deducted from the share premium.
15.Property revaluation reserve
Group
2025
2024
\u20ac
\u20ac
Revaluation of land and buildings
At 1 January
1,211,132
1,211,132
Realisation through transfer to retained earnings upon adjustments
to the carrying amount of property
(1,211,132)
-
At 31 December
-
1,211,132
The property revaluation reserve, which arose on property elements previously classified as property, plant and equipment, was non-distributable. In view of the developments described within Note\u202f1.1.1, specifically, the planned disposal of elements of the Group\u2019s property portfolio and the resulting fair value losses reflected in respect of such properties, the revaluation surplus recognised in prior years on one of these properties was realised through transfer to retained earnings.
86
16.Investment fair value reserve
Group and Company
2025
2024
\u20ac
\u20ac
At 1 January
22,508
21,092
(Losses)/gains from changes in fair value of
financial investments (Note 10)
(8,086)
1,416
At 31 December
14,422
22,508
The fair value reserve reflects the cumulative net changes in fair value of financial investments measured at fair value through other comprehensive income held by the Group and Company, which changes are recognised directly in equity in other comprehensive income.
The reserve is non-distributable.
17. Other reserves
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Merger reserve
-
-
23,060
23,060
Share of other comprehensive income
attributable to the jointly-controlled entity
452,277
555,160
-
-
Total other reserves
452,277
555,160
23,060
23,060
The movements and description of the nature of each category are analysed as follows:
Merger reserve
By virtue of an agreement, MIDI p.l.c. transferred the 9,900 shares it held in its former subsidiary Tign\u00e9 Point Marketing Limited of \u20ac2.329373 each to Tign\u00e9 Contracting Limited, another subsidiary, for a consideration of \u20ac23,060. Pursuant to the said transfer of shares, the entirety of the issued share capital of Tign\u00e9 Point Marketing Limited was held by Tign\u00e9 Contracting Limited. MIDI p.l.c. holds 99.99% of the issued share capital in Tign\u00e9 Contracting Limited. Subsequently, Tign\u00e9 Point Marketing Limited and Tign\u00e9 Contracting Limited have been amalgamated by a merger by acquisition in terms of the Companies Act (Cap. 386 of the Laws of Malta). Upon the merger by acquisition taking effect, Tign\u00e9 Contracting Limited as the acquiring company succeeded to all the assets, right, liabilities and obligations of Tign\u00e9 Point Marketing Limited which in turn ceased to exist.
The consideration receivable by the Company from Tign\u00e9 Contracting Limited had been recognised directly in equity as \u2018other reserves\u2019 upon the merger of the two entities.
17. Other reserves - continued
Share of other comprehensive income attributable to the jointly-controlled entity
Group
2025
2024
\u20ac
\u20ac
At beginning of year
555,160
785,729
Share of:
Gains from changes in fair value of derivative contract
designated as hedging instrument in a cash flow hedge
43,810
38,865
Gains reclassified from equity to profit or loss as
reclassification adjustments
(146,693)
(269,434)
At end of year
452,277
555,160
The jointly-controlled entity of the Group, Mid Knight Holdings Limited (Note 9) entered into a receive-floating, pay-fixed interest rate swap that is designated as a hedging instrument in a cash flow hedge to hedge its exposure to variable interest amounts on its floating rate borrowings due to fluctuations in EURIBOR interest rates until 1 March 2029. The notional amount of the derivative contract as at 31 December 2025 amounted to \u20ac17 million (2024: \u20ac17 million). In this respect, the jointly-controlled entity recognised within the hedging reserve the changes in fair value of the hedging instrument as at 31 December taking cognisance of reclassification adjustments to profit or loss until year end, and the Group reflected its share of this other comprehensive income directly within equity in these consolidated financial statements, utilising the equity method of accounting.
18.Trade and other payables
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current
Payments received on account
39,255,135
16,707,896
39,140,510
16,707,896
Due to Government in relation to
purchase of land (Note 11)
40,253,690
40,253,690
40,253,690
40,253,690
Amounts owed to subsidiaries
-
-
13,291,534
8,977,830
Amounts owed to other related parties
15,865
3,964
15,865
3,964
Indirect taxation
208,824
142,996
-
108,036
Other payables
1,039,210
1,070,458
890,213
823,000
Accruals and deferred income
6,914,633
6,333,346
3,531,124
3,671,131
87,687,357
64,512,350
97,122,936
70,545,547
Group and Company
2025
2024
\u20ac
\u20ac
Non-current
Payments received on account
-
20,533,400
Other payables
-
180,625
-
20,714,025
Amounts owed to subsidiaries and other related parties are unsecured, interest-free, and repayable on demand.
88
18.Trade and other payables - continued
Payments received on account represent deposits and amounts received from prospective purchasers on account of the purchase price of residential property pursuant to the signing of a promise of sale agreement, together with other intermediate payments pending the completion of the residential property and ensuing signing of the final deed of sale pertaining thereto. The carrying amount of these payments at 31 December 2025 amounted to \u20ac39,053,296 (2024: \u20ac37,236,296), which are being presented entirely as current liabilities taking cognisance of the expected delivery dates. The Group offers prospective purchasers (or their bankers) a special hypothec on the residential property limited to a maximum of 10% on the refundable amount of payments made in terms of the relative promise of sale. The Group\u2019s bankers have undertaken to postpone their hypothecary and privileged rights in favour of the aforementioned security provided to prospective purchasers (or their bankers).
As highlighted within Note 1.1.1, the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, thereby impairing the sale of property owned by MIDI at Tign\u00e9 Point, including in the last remaining apartment block at Tign\u00e9 Point, Q3. Before the notice of rescission was served, the Group had already contracted 59 promise of sale agreements in terms of which it had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 something which it could not do following receipt of the notice of rescission.
The amount due to Government in relation to the purchase of land includes:
(a)an amount, originally contracted at \u20ac11.65 million, which was being satisfied through the performance of restoration works on major historical sites forming part of the project;
(b)an amount, originally contracted at \u20ac20.96 million, which was being satisfied through the construction of all the public infrastructure works required at Manoel Island and Tign\u00e9 Point;
(c)the balance which was being settled in cash.
Various costs incurred in respect of (a) and (b) above up to 31 December 2025 are included in Inventories \u2013 Development project and the amounts referred to would have been deducted from the amount due to Government when the completion stages stipulated in the relative lease agreement would have been attained. The Company has also carried out substantial works pertaining to (a) and (b) and which have already been deducted from amounts due to Government. The amounts due to Government with respect to the acquisition of land are secured by a first ranking special privilege on the emphyteutical concession at Tign\u00e9 Point and Manoel Island, and a general hypothec over the Company\u2019s property (see also Note 19).
As referred to previously the amounts due to the Government of Malta as at 31 December 2025 will be extinguished by virtue of the Settlement Deed, which following the approval of the Extraordinary General Meeting, will be entered into, and which, amongst other things will have the effect of reversion of Manoel Island and Fort Tigne back to the Government of Malta, the extinguishment of the amounts payable the government and the receipt by the Group of the net reimbursement amount of \u20ac42.7m.
Non\u2011current other payables as at 31\u202fDecember\u202f2024 represented deposits received from a number of tenants under operating lease arrangements. These amounts are refundable upon the expiry of the respective lease terms and are subject to interest at a rate of 3% per annum. Amounts owed to related parties in this respect are disclosed in Note\u202f36. As at 31 December 2025, these balances were presented as current payables based on the developments connected to the sale of property referred to previously in Note 1.1.1 and the applicable contractual terms.
89
19.Borrowings
Group and Company
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
59,752,376
57,535,261
Repayments of bank loans
(9,380,367)
(1,825,000)
Additional bank loans
16,640,053
3,950,168
Amortisation of bond issue costs
91,947
91,947
Closing carrying amount
67,104,009
59,752,376
Non-current
500,000 4% Secured Euro Bonds 2026
-
49,854,418
Bank loans
-
9,897,958
-
59,752,376
Current
500,000 4% Secured Euro Bonds 2026
49,946,365
-
Bank loans
17,157,644
-
67,104,009
-
Total borrowings
67,104,009
59,752,376
The Company issued \u20ac50,000,000 4% secured euro bonds redeemable in 2026, which bonds were subscribed and admitted to listing on 3 August 2016. The bond issue\u2019s principal and interest are secured by a number of the Group\u2019s immovable properties as well as the Company\u2019s investment in Mid Knight Holdings Limited via its subsidiary T14 Investments Limited.
The quoted market price for the 4% secured euro bonds 2026 as at 31 December 2025 was \u20ac96.00 (31 December 2024: \u20ac99.80).
The bonds are measured at the amount of net proceeds adjusted for the amortisation of directly attributable and incremental transaction costs, consisting of bond issue costs incurred in the preparation and implementation of the bond issue, using the effective interest method as follows:
Group and Company
2025
2024
\u20ac
\u20ac
Face value of bonds
500,000 4% Secured Euro Bonds 2026
50,000,000
50,000,000
Gross amount of bond issue costs
(1,709,201)
(1,709,201)
Amortisation up to end of year
(refer to table below)
1,655,566
1,563,619
Unamortised bond issue costs
(53,635)
(145,582)
Amortised cost and closing carrying
amounts of bonds
49,946,365
49,854,418
90
19.Borrowings - continued
Group and Company
2025
2024
Accumulated amortisation of
\u20ac
\u20ac
bond issue costs:
At beginning of year
1,563,619
1,471,672
Amortisation charge for the year
91,947
91,947
At end of year
1,655,566
1,563,619
During the year, the Company effected withdrawals from its banking facility amounting to \u20ac16,640,053 (2024: \u20ac3,950,168) and repayments amounting to \u20ac9,380,367 (2024: \u20ac1,825,000), giving rise to a loan balance of \u20ac17,157,644 as at 31 December 2025 (2024: \u20ac9,897,958). This facility is secured by a general hypothec over the Group\u2019s assets and by a special hypothec over the Q3 residential property, currently under development. These general and special hypothecs rank after prior charges in favour of Government.
Bank borrowings are subject to floating rates of interest. The weighted average effective interest rates applied to bank borrowings as at the end of the reporting period were as follows:
Group and Company
2025
2024
Bank loans
4.3%
4.3%
Maturity of non-current borrowings as at 31 December:
Group and Company
2025
2024
\u20ac
\u20ac
Between one and two years
-
59,752,376
-
59,752,376
20.Lease liabilities
The lease liabilities, in respect of the 99-year emphyteutical grant until 2099 (see Note 6), associated with the recognised right-of-use assets are analysed below:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Lease liabilities
Current
88,697
1,265,262
26,202
1,265,262
Non-current
657,122
15,439,575
657,122
15,439,575
745,819
16,704,837
683,324
16,704,837
20.Lease liabilities - continued
The movement in the carrying amount of the lease liabilities is analysed in the following table:
Inventories
Investment
development
property
project
Total
\u20ac
\u20ac
\u20ac
Group
At 1 January 2024
1,451,641
14,103,664
15,555,305
Derecognition upon sale (Note 6)
-
(6,387)
(6,387)
Interest charge
109,571
1,046,348
1,155,919
At 31 December 2024
1,561,212
15,143,625
16,704,837
At 1 January 2025
1,561,212
15,143,625
16,704,837
Derecognition due to adjustment to
carrying amount of inventories to reflect
realisable values (refer to Note 6)
(14,836,235)
(14,836,235)
Derecognition due to fair value changes
on investment property reclassified as held for sale
(674,360)
-
(674,359)
(refer to Note 6)
Other adjustments
(762,488)
762,488
-
Payments effected
(124,079)
(1,490,591)
(1,614,671)
Interest charge
110,550
1,055,697
1,166,247
At 31 December 2025
110,835
634,984
745,819
Company
At 1 January 2024
1,451,641
14,103,664
15,555,305
Derecognition upon sale (Note 6)
-
(6,387)
(6,387)
Interest charge
109,571
1,046,348
1,155,919
At 31 December 2024
1,561,212
15,143,625
16,704,837
At 1 January 2025
1,561,212
15,143,625
16,704,837
Derecognition upon transfer of
properties to subsidiary
(591,610)
-
(591,610)
Derecognition due to adjustment to
carrying amount of inventories to reflect
realisable values (refer to Note 6)
(14,836,235)
(14,836,235)
Derecognition due to fair value changes
on investment property reclassified as held for sale
(98,444)
-
(98,444)
(refer to Note 6)
Other adjustments
(762,488)
762,488
-
Payments effected
(124,080)
(1,490,591)
(1,614,671)
Interest charge
63,750
1,055,697
1,119,447
At 31 December 2025
48,340
634,984
683,324
The other adjustments refer to reclassifications of lease liabilities between investment property and inventories, which have been accounted to align the lease liabilities in line with the current use of specific elements of the Group\u2019s property.
20.Lease liabilities - continued
The income statements reflect the following amounts relating to leases:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest expense included in finance costs -
investment property (Note 27)
110,550
109,571
63,750
109,571
The interest expense on the lease liabilities, capitalised within inventories, amounted to \u20ac1,055,697 (2024: \u20ac1,046,348). The total cash payments for leases in 2025 were \u20ac1,614,671 (2024: nil).
21.Deferred taxation
Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% (2024: 35%), with the exception of deferred taxation on fair value gains attributable to investment property which is computed utilising a tax rate of 10% (2024: 10%) on the basis applicable to property disposals.
The movement on the deferred income tax account is analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
At beginning of year
2,726,086
2,706,801
2,726,086
2,706,801
\u00a0\u00a0
Transfer of deferred tax liability arising on fair
valuation of investment property upon transfer
of properties to subsidiary (see Note below)
-
-
(3,192,174)
-
Charged/(credited) to profit or loss (Note 30):
- depreciation on property, plant and equipment
-
774
-
774
- fair value losses on investment property
(980,600)
-
(198,092)
-
- unutilised tax losses reflected during the year
-
(294,234)
-
(294,234)
- unutilised tax losses utilised during the year
-
312,745
-
312,745
- reversal in respect of unutilised tax losses
593,680
-
593,680
-
- reversal in respect of unutilised capital
allowances
72,167
72,167
-
- reversal in respect of temporary differences
arising on depreciation of property, plant and
equipment
9,785
9,785
-
At end of year
2,421,118
2,726,086
11,452
2,726,086
The deferred tax balances analysed in the table below, arose from:
-temporary differences arising between the tax base and carrying amount of property, plant and equipment attributable to depreciation;
-fair value changes arising on investment property;
-unutilised tax losses; and
-unutilised capital allowances
21.Deferred taxation - continued
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Deferred tax balances attributable to:
- temporary differences arising on
depreciation of
property, plant and equipment
-
(9,785)
-
(9,785)
- unutilised tax losses
-
(593,680)
-
(593,680)
- unutilised capital allowances
-
(72,167)
-
(72,167)
- fair valuation of property
2,421,118
3,401,718
11,452
3,401,718
Net amount
2,421,118
2,726,086
11,452
2,726,086
Movements in deferred tax attributable to temporary differences arising on depreciation of property, plant and equipment, unutilised tax losses, unutilised capital allowances and changes in fair value of investment property are all recognised in profit or loss.
Deferred tax balances at 31 December are presented in the statement of financial position as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Deferred tax assets
-
(675,632)
-
(675,632)
Deferred tax liabilities
2,421,118
3,401,718
11,452
3,401,718
2,421,118
2,726,086
11,452
2,726,086
The Company transferred specific investment properties to a subsidiary during the current financial year (Note 7), and simultaneously transferred the deferred tax liability on the fair valuation of these properties to the subsidiary. This liability was reflected as a payable to the subsidiary within the Company\u2019s statement of financial position, comprising in substance compensation for the tax impacts to the subsidiary of fair value changes recognised by the Company, upon eventual sale by the subsidiary.
The recognised deferred tax liabilities as at 31 December 2025 are expected to be settled principally within twelve months from the end of the reporting period.
At 31 December 2025, unrecognised deferred tax assets attributable to the Group, arising on unutilised tax losses and unutilised capital allowances, amounted to \u20ac146,708 (2024: \u20ac146,708) and \u20ac2,371,012 (2024: \u20ac2,357,533), respectively. Tax losses have no expiry date and capital allowances are forfeited upon cession of the trade.
22.Revenue
The Group\u2019s revenue includes revenue from the development and sale of property and income from property rental and management of certain areas within the project (Note 4).
23.Expenses by nature
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Properties management fees and
similar service charges
1,283,641
446,365
1,219,495
446,365
Car park management fees
183,985
140,239
89,172
140,239
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
1,180,235
508,512
1,180,235
508,512
Bad debts written off
-
37,149
-
37,149
Depreciation of property, plant and
equipment (Note 5)
205,278
236,910
184,072
205,943
Employee benefit expense (Note 24)
2,057,506
1,601,604
2,057,506
1,601,604
Operating lease rentals payable:
- vehicles
10,756
18,341
10,756
18,341
Directors\u2019 emoluments (Note 25)
102,004
118,992
102,004
118,992
Marketing expenses
45,199
27,550
45,199
27,550
Utilities
190,683
122,605
190,683
122,605
Security services
173,718
175,382
173,718
175,382
Legal and professional fees
570,632
409,789
562,377
403,793
Other expenses
475,872
479,193
475,207
490,823
Total cost of sales and administrative
expenses
6,479,509
4,322,631
6,290,424
4,297,298
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
95
24.Employee benefit expense
Group and Company
2025
2024
\u20ac
\u20ac
Wages and salaries
2,388,664
1,876,401
Social security costs
73,601
80,190
2,462,265
1,956,591
Amounts reflected in Inventories \u2013 Development project
272,231
258,835
Amounts expensed in profit or loss
2,057,506
1,601,604
Amounts incurred on behalf of third parties
99,528
63,152
Amounts recharged to joint venture
33,000
33,000
2,462,265
1,956,591
Average number of persons employed by the Group and Company during the year:
Group and Company
2025
2024
Technical and administration
34
37
25.Directors\u2019 emoluments
Group and Company
2025
2024
\u20ac
\u20ac
Salaries and other emoluments
(included in Note 24 \u2013 Employee benefit expense)
154,350
204,351
Directors\u2019 fees
(included in Note 23 \u2013 Expenses by nature)
102,004
118,992
26.Finance income
Group and Company
2025
2024
\u20ac
\u20ac
Interest income from:
- bank deposits
125,194
282,740
- investment in debt securities
8,848
11,022
134,042
293,762
27.Finance costs
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest and related expense recognised
in profit or loss on:
- Bank loans and overdrafts
364,076
452,985
364,076
452,985
- Bonds issued to the general public
- coupon interest payable
2,002,746
2,002,186
2,002,746
2,002,186
- amortisation of difference between
net proceeds and redemption value
91,947
91,947
91,947
91,947
- Interest on lease liabilities
110,550
109,571
63,750
109,571
- Bank and other charges
82,744
145,841
81,407
145,261
2,652,063
2,802,530
2,603,926
2,801,950
Finance costs capitalised are disclosed in Note 11 to these Financial Statements.
28.Other operating income
Group and Company
2025
2024
\u20ac
\u20ac
Service and administration fees
62,989
60,842
Management fees receivable
862
1,675
63,851
62,517
29.Dividend income
The Company\u2019s dividend income comprises a distribution of \u20ac900,000 (2024: \u20ac2,150,000) received from T14 Investments Limited, a subsidiary of MIDI p.l.c..
In 2025, the Group\u2019s dividend income represented a dividend of \u20ac50,000 received from Manoel Island Yacht Yard Limited. No such dividend was received in 2024.
30.Tax (income)/expense
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current taxation:
Current tax expense
68,881
369,605
23,028
369,605
Deferred taxation (Note 21):
Current year (credit)/expense
(304,969)
(293,460)
477,540
(293,460)
Tax (income)/expense
(236,088)
76,145
500,568
76,145
97
30.Tax (income)/expense - continued
The tax on the loss of the Group and the Company differs from the theoretical amount that would arise using the basic tax rate as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Loss before taxation
(42,048,789)
(3,700,682)
(42,168,676)
(3,247,547)
Tax at 35%
(14,717,076)
(1,295,239)
(14,759,037)
(1,136,641)
Tax effect of:
- expenses not deductible for tax
purposes
15,581,395
2,416,691
15,192,962
2,407,621
- application of different tax
rate to property disposals
(6,500)
(32,000)
(6,500)
(32,000)
- application of different tax rate to
rental income
(61,136)
-
-
-
- application of different tax rate to
interest income
(27,237)
(58,753)
(27,237)
(58,753)
- application of different tax treatment to
dividend received
(17,500)
-
(332,500)
(752,500)
- recognition of deferred tax asset
attributable to unutilised tax losses
and capital allowances
(12,622)
(294,234)
-
(294,234)
- reversal of deferred tax asset
attributable to unutilised tax losses,
capital allowances and temporary
differences arising from depreciation
of property, plant and equity
675,632
-
675,632
-
- reversal of deferred tax liability due to
fair value losses attributable to
investment property
(980,600)
-
(198,092)
-
- share of profit of joint venture
(625,784)
(602,972)
-
-
- maintenance allowance claimed in
respect of rental income
(44,660)
(57,348)
(44,660)
(57,348)
Tax (income)/expense in accounts
(236,088)
76,145
500,568
76,145
31.Earnings per share
Earnings per share is calculated by dividing the results attributable to equity holders of the Company by the weighted average number of ordinary shares of MIDI p.l.c. in issue during the year.
Group
2025
2024
Loss attributable to equity holders of the Company
(41,812,701)
(\u20ac3,776,827)
Weighted average number of ordinary shares in issue
214,159,922
214,159,922
Earnings per share
(\u20ac0.195)
(\u20ac0.018)
The Company has no instruments or arrangements which give rise to dilutive potential ordinary shares, and accordingly, diluted earnings per share is equivalent to basic earnings per share.
98
32.Dividends
Group and Company
2025
2024
Net dividends paid on ordinary shares
-
1,927,439
Net dividends per share
-
0.009
The Board of Directors has resolved not to recommend a dividend payment in respect of the financial year ended 31 December 2025.
33.Cash used in operations
Reconciliation of operating loss to cash used in operations:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Operating loss
(41,368,723)
(2,914,692)
(40,648,792)
(2,889,359)
Adjustments for:
Depreciation of property, plant and
205,278
236,910
184,072
205,943
equipment (Note 5)
Adjustment to the carrying amount
of inventories to reflect realisable
values, net of related items
27,366,040
2,000,000
27,366,040
2,000,000
Loss on disposal of property, plant and
equipment (Note 5)
22,050
-
-
-
Fair value changes on investment
property, net of related items
9,863,825
-
(25,660)
-
Impairment charges on property,
plant and equipment (Note 5)
1,134,926
-
1,134,926
-
Impairment charge on
investments in subsidiaries
-
-
8,553,380
-
Changes in working capital:
Trade and other receivables
1,060,185
(345,452)
1,273,115
2,148,423
Trade and other payables
2,506,834
6,251,263
2,551,586
6,138,680
Inventories \u2013 Development project
(16,393,661)
(13,773,021)
(16,393,661)
(13,773,021)
Cash used in operations
(15,603,246)
(8,544,992)
(16,004,994)
(6,169,334)
34.Commitments
As at 31 December 2024, in addition to settling the liabilities associated with the purchase price of the land (see Note 18), the emphyteutical grant entered into with the Government provided for a series of development obligations relating to the contents of the project and the timescales over which it should be completed. Note 1.1.1 discloses the developments in respect of the project and the new arrangements in place with Government as a consequence of the settlement arrangement entered into by virtue of which Manoel Island and Fort Tigne will revert to Government. A reimbursement amount will be forwarded to the Group upon signing of the Settlement Deed and the amount payable to Government will be extinguished accordingly, reflecting the rescission of the emphyteutical grant in respect of Manoel Island and Fort Tigne.
As at 31 December 2025, the Group had outstanding contractual commitments for project development works for the approximate amount of \u20ac12.3 million (2024: \u20ac20.4 million), which includes the amounts disclosed in Note 36.
Operating lease commitments \u2013 where the Group/Company is the lessor
The future minimum lease payments receivable under non-cancellable operating leases, which are primarily entered into by the Company in relation to rental operations, are as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Not later than 1 year
1,536,059
1,596,443
637,928
1,596,443
Later than 1 year and not later
than 5 years
2,275,247
2,063,731
437,483
2,063,731
Over 5 years
64,823
116,340
5,795
116,340
3,876,129
3,776,514
1,081,206
3,776,514
The operating lease agreements entered into by the Company typically run for a significant number of years. These contracts generally provide that the lease payments increase by a predetermined percentage every year, which increases have been reflected in the figures above. A number of these arrangements also provide for contingent rentals based on outlet turnover levels.
Operating lease commitments \u2013 where the Group/Company is the lessee
The future minimum lease payments payable under motor vehicle and other non-cancellable operating leases, subject to normal commercial terms and conditions, are as follows:
Group and Company
2025
2024
\u20ac
\u20ac
Not later than 1 year
6,797
6,797
Later than 1 year and not later than 5 years
5,664
12,461
12,461
19,258
The Group and Company have recognised right-of-use assets for leases, except for short-term and low-value leases, in accordance with the requirements of IFRS 16 (Note 6). The lease arrangements in place for motor vehicles fall within the definition of short-term leases for the purposes of IFRS 16.
Commitments - continued
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. Upon entering into the deed of sale in 2026, the Group will no longer be a lessor, and accordingly, the respective operating lease commitments will be extinguished.
35.Contingencies
(a)In terms of the Emphyteutical Deed, the Company is responsible for the construction and installation of the public infrastructure including drainage, water, electricity and telecommunications distribution systems, which on completion of each phase shall pass on to Government. The Company maintains that the circumstances from when the Emphyteutical Deed was entered into have now changed whereby state monopoly over telecommunication infrastructure has been removed and that accordingly telecommunication infrastructure should not revert back to Government upon completion of each phase. The Group has sought assurances from Government in respect of this matter, however as of date of approval of financial statements, such process has not been formally concluded. The Directors do not believe that this matter has any significant financial impact on the Group.
(b)The Company has received claims from property buyers mainly related to damages allegedly incurred by them due to latent defects in their apartments and other differences. To date some of the pending claims were pursued in court; however, the amount of the claims, where quantified, were not deemed material by the Company's Directors.
(c)The Company has received a claim from a property buyer who maintains that the operational procedure implemented by the Company with regards to the use and levying of membership fees for the Tign\u00e9 Point pool is not in line with the claimant's interpretations of the relevant contractual provision. The Court has been asked to (i) determine that the claimant's interpretation is valid and correct and should be the one implemented going forward, (ii) declare that the Company has breached the contractual provision by adopting its own contribution mechanism for the years 2020 - 2022 and (iii) liquidate the excess amount paid to be reimbursed accordingly. The Company believes the outcome of this case will ultimately be immaterial to the financial statements.
(d)At 31 December 2025, the Group has contingent liabilities amounting to \u20ac350,000 (2024: \u20ac350,000), \u20ac85,000 (2024: \u20ac85,000), \u20ac5,000 (2024: \u20ac5,000) and \u20ac44,070 (2024: \u20ac44,070) in respect of guarantees issued by the bank in the ordinary course of business in favour of the PA, the ERA, the Building Regulation Office and the Building and Construction Authority, respectively.
(e)At 31 December 2025, the Company has contingent liabilities in respect of guarantees given to the bank to secure the banking facilities of its related party for the amount of \u20ac119,400 (2024: \u20ac119,400).
(f)A legal intimation has been received by the Company in connection with the non-progression of a proposed business transaction. As at the date of approval of these financial statements, no legal proceedings have been commenced in connection with this matter. The Directors are of the opinion that a material outflow of resources in relation to this matter is remote.
36.Related party transactions
All companies forming part of the respective groups of companies of which Alf. Mizzi & Sons Limited, Gasan Enterprises Limited, MAPFRE MSV Life p.l.c., Polidano Brothers Limited, Vassallo Builders Group Limited and Lombard Bank Malta p.l.c. form part, are considered by the Directors to be related parties together with First Gemini p.l.c., by virtue of the shareholding that the companies and persons referred to have in MIDI p.l.c.. All entities owned, controlled or significantly influenced by the Company\u2019s ultimate shareholders, together with the Company\u2019s Directors, close members of their families and all entities owned, controlled or significantly influenced by these individuals, are the principal related parties of the Group.
As explained in Note 9, the Company has a 50% shareholding in Mid Knight Holdings Limited, a joint venture through T14 Investments Limited (a fully-owned subsidiary).
The following transactions were carried out with related parties:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
i) Sale of goods and services
Sale of services to other related parties
359,279
387,430
359,279
387,430
ii) Purchase of goods and services
Purchase of services from subsidiaries
-
-
11,700,894
11,081,162
Purchase of services from other related
parties
96,667
84,685
96,667
84,435
At the end of the reporting period, the Group had no outstanding contractual commitments with related parties for project development (2024: \u20ac1,664,964).
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
iii) Rental income
Revenue earned during the current
171,084
166,101
99,369
166,101
financial year from other related parties
Balances as at 31 December included
within other non-current liabilities
(Note 18)
35,000
35,000
-
35,000
iv) Bank loans from shareholders
Balances at 31 December
17,157,644
9,897,931
17,157,644
9,897,931
Net interest charged during the year
431,345
452,985
431,345
452,985
As at 31 December 2025, the Group and Company had banking facilities for the amount of \u20ac17,157,644 (2024: \u20ac9,897,958) sanctioned by related parties (terms and conditions are reflected in Note 19).
36.Related party transactions - continued
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
v) Bank deposits with shareholders
Balances at 31 December
1,265,575
10,071,289
846
10,071,289
Interest income earned
125,195
104,518
125,195
104,518
Movements in the assets referred to above are analysed in the statements of cash flows.
Group and Company
Group and Company
Face value of bonds
Interest payable
held at 31 December
during the years
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
vi) Bonds held by related parties
Held by related parties in own name
261,500
261,500
10,460
10,460
The Directors are the Group\u2019s key management personnel and transactions with these related parties consist solely of Directors\u2019 remuneration as disclosed in Note 25.
Wages and salaries recharged to subsidiaries are disclosed in Note 24.
The Company received gross dividends amounting to \u20ac900,000 (2024: \u20ac2,150,000) from its subsidiary T14 Investments Limited.
The transactions undertaken with related parties, disclosed above, were carried out on commercial terms in the normal course of business and are subject to scrutiny by the Board of Directors.
Balances outstanding as at the year end with respect to Group subsidiaries and other related parties are disclosed in Notes 12 and 18 to the Financial Statements. Interest receivable and payable in this respect are also disclosed in Notes 26 and 27, respectively.
The Group also enters into other transactions with other related parties, such as the placement of insurance risks, but the related transaction amounts are not considered to have a material impact on the financial results and financial position of the Group.
37.Statutory information
MIDI p.l.c. is a public limited liability Company and is incorporated and registered in Malta, with its registered address at North Shore, Manoel Island, Gzira, Malta.
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1.Summary of material accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1Basis of preparation
These consolidated Financial Statements include the Financial Statements of MIDI p.l.c. and its subsidiaries (\u2018the Group\u2019). These Financial Statements have been prepared in accordance with International Financial Reporting Standards (\u2018IFRSs\u2019) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of the land and buildings class of property, plant and equipment, investment property and specific financial assets. The preparation of Financial Statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Group\u2019s accounting policies (see Note 3 \u2013 Critical accounting estimates and judgements).
1.1.1Developments during 2025 and after the end of the reporting period
Context and overview of the Group\u2019s financial results and operations
The Group has registered a loss after tax of \u20ac42 million for the financial year ended 31 December 2025 (2024: loss after tax of \u20ac3.78 million). The Group\u2019s total assets exceeded its total liabilities by \u20ac51.46 million (2024: \u20ac93.39 million) while its current assets exceeded current liabilities by \u20ac21.3 million as at 31 December 2025 (2024: \u20ac114 million).
The 2025 Group\u2019s results have been heavily impacted by the financial reporting implications emanating from the rescission of the Emphyteutical Grant in respect of Manoel Island and Fort Tign\u00e9 and by the decision of the Board to dispose of a number of investment properties in an expedited manner to ensure the Group has the necessary liquidity to meet its July 2026 bond repayment obligations.
The losses reported for the financial year ended 31 December 2025 comprise the net adjustment to the carrying amount of inventory attributable to Manoel Island, net of related items amounting to \u20ac27.4m, which reflects the difference between the carrying amount of inventory and the reimbursement receivable from the Government of Malta, net of related items. The results also include the net fair value losses arising on investment properties amounting to \u20ac9.9m, reflecting the offers received for the properties the Group has placed on the market with a view to selling them immediately to enhance its liquidity position.
During 2025, the Group continued with the development of the final residential block at Tign\u00e9 Point referred to as Q3 \u2013 Fortress Gardens and which comprises of 63 apartments and 2 commercial units. As at 31 December 2025, 59 units were subject to a promise of sale agreement.
Given that the Group had no properties held for sale in the ordinary course of business during 2025, it only registered revenues amounting to \u20ac26k from in its development and sale of property segment. In its property and rental management segment, rental operations remained on the same level as those registered in 2024, with revenues generated amounting to \u20ac3.4 million (2024: \u20ac3.2 million). This segment includes the Group\u2019s rental operations of its Pjazza retail outlets and foreshore restaurants, car parking operations, operator concession fees earned from the Manoel Island Yacht Marina and the operating activities associated with the provision of HVAC supply and access control services.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Context and overview of the Group\u2019s financial results - continued
The Group\u2019s 2025 financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (\u201cMKH\u201d), a jointly controlled entity accounted for on the basis of the equity method of accounting. The Group\u2019s share of MKH\u2019s profits for 2025 amounted to \u20ac1.78 million compared to \u20ac1.72 million registered in 2024.
The significant adjustment to the carrying amount of inventories and fair value losses attributable to investment property impacted the Group\u2019s net asset value per share which has, as at 31 December 2025, decreased to \u20ac0.240, when compared to \u20ac0.436 as at 31 December 2024.
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio
In 2000, MIDI p.l.c. was granted a 99-year Emphyteutical Concession over Manoel Island and Tign\u00e9 Point for mixed-use development, together with the exclusive right to develop and operate a yachting centre and an undertaking by Government to grant MIDI a casino concession. The project was originally required to be substantially completed by 31 March 2023, with a three-year cure period until 31 March 2026. The Deed expressly provided for automatic extensions of the completion date where delays arose from circumstances beyond the MIDI\u2019s control. MIDI contends that the various delays encountered resulted in such automatic extensions.
As publicly reported by the Group during the past years, the proposed development of Manoel Island suffered a number of unforeseen setbacks outside the Group's control, falling into three broad categories: delays in the issuance of development permits and authorisations; delays arising from archaeological discoveries requiring the redesign of the development; and delays arising from protracted administrative and appellate processes initiated by third parties. MIDI p.l.c. has argued and publicly stated, that the cumulative effect of these delays falling within the three categories described above, applied across the full timeline of the Manoel Island project, is the basis for the Group's position that the correct completion date under the Deed, properly construed, inferred to an automatic extension of at least 10 years as at June 2025.
In June 2025, Government withdrew its support for the Manoel Island project and publicly declared its intention to convert the island into a national park. The Board concluded at an early stage that, given the change of stance of Government, pursuing development through litigation alone would be an inadequate and ultimately futile strategy, regardless of the merits of the Group's legal position, as a development of this scale and complexity would not succeed without the active support of Government at every level.
The change in policy occurred at an extremely sensitive time, approximately 12 months before the Company\u2019s Bond redemption date. The Group had planned to repay the Bonds through a combination of proceeds from the future development of Manoel Island \u2014 on the basis of which a term sheet for a new bank facility had already been secured \u2014 together with internal resources and proceeds of property sales at Tign\u00e9 Point. The sudden and unexpected withdrawal of the Government of Malta's support derailed this plan.
Government filed two judicial letters, with the latest one filed on 24 September 2025, invoking the rescission mechanism of the Emphyteutical Deed, requiring MIDI to remedy the alleged defaults within six months, failing which Government threatened to rescind the entire Emphyteutical Concession (Manoel Island and Tign\u00e9 Point) by the end of March 2026.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The judicial letters paralysed the Group's ability to complete 59 promise of sale agreements at Tign\u00e9 Point, compromised the security for the Bonds, and placed the entirety of the Group's property portfolio in jeopardy \u2014 none of which bore any rational connection to the alleged defaults concerning Manoel Island, which was the sole subject matter of Government's stated grievance. The Board recorded clearly that it regarded the Group's legal position on the extension point as a strong one, supported by the terms of the Deed. The decision not to litigate was made on practical and financial grounds alone \u2014 specifically, the impossibility of obtaining a judgment within the Bond redemption timeframe \u2014 and not because of any weakness in the Group's legal case. The Group's obligations to its bondholders crystallise on 27 July 2026, and the Board of Directors considered that no Maltese court proceedings of the nature required to challenge a threatened rescission of an emphyteutical concession could realistically be concluded within such a timeframe. The judgment would have arrived too late to prevent insolvency. The Group formally requested, on more than one occasion, that Government limit the dispute to Manoel Island. Government's rejection of this request left the Company with no practical alternative but to pursue a settlement, notwithstanding the unfavourable terms of such settlement.
The Board\u2019s strategy in relation to the reimbursement claim from the Government of Malta was based on the carrying amount of the inventories attributable to Manoel Island as recognised in the Group\u2019s statement of financial position. Since the inception of the project, the Manoel Island inventories have been accounted for at cost in the Group\u2019s financial statements, comprising the purchase consideration for the land, expenditure incurred in connection with its subsequent development, costs of development works, design and other studies related to the project, as well as all other directly attributable expenditure and borrowing costs, including imputed interest specifically attributable to the Manoel Island development phase.
The Group limited its claim to the recovery of the actual costs incurred, with the objective of obtaining a reimbursement that approximates the carrying amount of the Manoel Island inventories and of Fort Tign\u00e9 to safeguard shareholders\u2019 interests. Fort Tign\u00e9 was also the subject of the negotiations with Government during 2025 and, following the approval of the Extraordinary General Meeting on 28 April 2026, together with Manoel Island, will form part of the reversion of property to the Government of Malta pursuant to the Settlement Deed which will be entered into following the approval of these financial statements. Prior to the dispute with Government, the total carrying amount of Manoel Island (accounted for as inventory), net of the amount payable to the Government of Malta, and Fort Tign\u00e9 (accounted for as investment property), net of the related right-of-use assets and corresponding lease liabilities, amounted to \u20ac70.1\u202fmillion.
The Board has publicly stated that the Group\u2019s claim, which was reviewed by the independent auditors appointed by the Lands Authority, confirmed the total claimable consideration and expenses related to the Manoel Island development project and Fort Tign\u00e9, amounted to \u20ac66.4m. The eventual net reimbursement offered by Government fell short of this amount, with an offer of \u20ac42.7m. Consequently, the difference between the net carrying amount of the property subject to reversion to Government and the final reimbursement offer, equivalent to \u20ac27.4m, has been accounted for as a loss in the Group\u2019s income statement, principally to adjust the carrying amount of inventory to realisable value, net of related items. A further impairment charge of \u20ac1.1 million was accounted for on the carrying amount of the elements of the Group\u2019s property, including the Group\u2019s head office on Manoel Island, which will no longer be available for use. Such loss equates to a reduction in the Group\u2019s net assets of \u20ac0.132 per ordinary share. As Government\u2019s offer is well below the Group\u2019s amount verified, the Directors considered the offer not to be fair and equitable.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The Board regarded the reimbursement amount as inadequate but, given the absence of any viable alternative and the serious consequences the Group would have otherwise faced, reluctantly accepted it in the circumstances.
In the Board\u2019s view, the terms ultimately agreed upon do not reflect the merits of the respective positions of the parties, but rather the significant disparity in negotiating power that prevailed throughout the negotiation process, which was materially compounded by the Government\u2019s refusal to limit the dispute to Manoel Island and its insistence on threatening what the Group considers to be the unwarranted and legally unfounded rescission of the entire Emphyteutical Concession, including over Tign\u00e9 Point, thereby placing all of the Group\u2019s assets and security for bondholders and banks at risk, and severely undermining its ability to negotiate on equitable terms.
On 19 March 2026, the Group entered into a standstill agreement with the Government of Malta by virtue of which both Parties agreed that they shall neither institute any further judicial proceedings relating to the subject matter of the Judicial Letters or the Emphyteutical Concession, nor give any fresh notice of rescission or termination, nor take any action to enforce rescission or demand any damages, penalties or other remedies in connection therewith.
The Parliament of Malta has approved the terms of the Settlement Deed, the Partial Rescission and the transactions contemplated by means of a special resolution of the House of Representatives of Malta taken during the sitting of 24 March 2026 in terms of the Government Lands Act (Chapter 573 of the Laws of Malta).
Therefore, the Board's recommendation to the shareholders, in favour of the Proposed Transaction, which was eventually approved during the Extraordinary General Meeting on 28 April 2026, was made solely in discharge of its fiduciary duty to act in the best interests of the Group and all those who depend on it, and must be understood as a pragmatic response to a situation which was forced upon the Group, not as an endorsement of the terms offered by Government.
The irrevocable and unconditional partial rescission and termination of the Deed will be effected by the Settlement Deed which the Government of Malta and the Group have undertaken to enter into on a date subsequent to the approval of the 2025 financial statements and before 27July 2026, the date when the Group\u2019s \u20ac50,000,000 4% Secured Bonds mature. Pursuant to this, the Emphyteutical Concession over Manoel Island and Fort Tign\u00e9 shall be rescinded whilst the Emphyteutical Concession over Tign\u00e9 Point (excluding Fort Tign\u00e9) shall remain firm, valid and unimpaired and in full force and effect.
The Group\u2019s ability to repay its financial obligations
The Settlement Deed which the Group, following the extraordinary General Meeting and the approval of these financial statements, will enter into with the Government of Malta, is intended to resolve the dispute, restoring Tign\u00e9 Point free from any claims relating to Manoel Island, and enabling the Group to conclude outstanding property sales and to rely on its Tign\u00e9 Point assets as effective security. Once the Settlement Deed is signed, the Group will be in a position to deliver the Q3 apartments, which are currently subject to a promise of sale agreement, to their prospective owners and also repay in full the bank borrowings associated with this phase of development.
49
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
The Group\u2019s ability to repay its financial obligations - continued
Since the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, the sale of property owned by MIDI at Tign\u00e9 Point, including Q3 apartments, was impaired. Before the notice of rescission was served, under the terms of the already contracted 59 promise of sale agreements the Group had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 which it could not do following receipt of the notice of rescission.
In order to facilitate the conclusion of deeds of sale at Tign\u00e9 Point prior to the entering into of the Settlement Deed with Government, the Group is working with the Lands Authority \u2014 as authorised by the Parliamentary Approval \u2014 to procure letters of comfort confirming that the rights of third-party buyers will be acknowledged by Government and that the relevant deeds of sale may proceed. The Board is confident that such letters of comfort will be issued in a timely manner, and in a form acceptable to buyers and their financiers.
Given the notice of rescission during 2025, the Group also commenced a process to dispose of other assets in order to generate funds to meet its liabilities and to counter the financial pressures created by the threatened rescission. The Group sounded the market in connection with the potential sale of specific investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the Company\u2019s current dispute with Government which, together with the urgency to conclude the sale process created by the impending maturity of the Bonds, inevitably weakened its negotiating stance. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate that is being affected by a marked increase in the supply of commercial properties in recent years.
The carrying amount of the Group\u2019s investment property as at 31 December 2025 was adjusted to reflect the offers that were received for those properties which the Group has placed on the market. This resulted in a total net fair value loss of \u20ac9.9 million with respect to the carrying amount of investment property, which equates to an overall reduction of 27.7% in relation to the values at which they were carried as at 31 December 2024. The eventual Settlement Deed will also enable the Group to conclude the sale of these assets, a number of which are subject to a promise of sale agreement.
The Bond principal amount of \u20ac50 million, together with the final interest payment of \u20ac2 million, falling due on the same date on 27 July 2026, will be repaid through a combination of: (i) the net reimbursement from Government of \u20ac42.7 million upon entering into the Settlement Deed which will be concluded after the approval of the 2025 financial statements; and (ii) the net proceeds to be generated from the sale of a number of the Group's properties, in particular, from the conclusion of the outstanding deeds of sale for the residential and commercial units at Q3 at Tign\u00e9 Point.
As a consequence of the above, and upon entering into the Settlement Deed, the Group will have settled all its obligations with its Bond holders and bankers.
1.1.2Appropriateness of the Going Concern Assumption
Following the signing of the Settlement Deed, the MIDI Group will operate a restructured business model, which will essentially entail the co-ownership of Mid Knight Holdings (which owns \u2018The Centre\u2019 office block), the two foreshore restaurants on Tigne Point and a number of car spaces. Dividend income is expected to be received from Mid Knight Holdings and rental income is contractually due from the restaurants. Tign\u00e9 Point is an established, income-generating residential and commercial development in Sliema, with a proven track record of property sales and a developed commercial and leisure offering.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.2Appropriateness of the Going Concern Assumption - continued
The Group also continues to hold its 10% investment in Manoel Island Yacht Marina.
The Group also has an obligation to provide heating, ventilation and air conditioning (HVAC) services to The Point shopping centre and The Centre and the residents of particular blocks on Tigne Point.
\u00a0
Moreover, MIDI, currently has obligations to maintain specific public infrastructure and public areas connected to a number of phases of development it has completed and has been in discussion with the Lands Authority on the discharge of such responsibilities under the terms of the Deed.
As mentioned previously, and further to the execution of the Settlement Deed, the restoration of clean title to Tign\u00e9 Point, free from any association with the Manoel Island dispute, will allow the Group to conclude the outstanding Q3 promise of sale agreements and the sale of property at Tigne Point. The Group will consequently account for the profits generated from the respective Q3 sales in the Group\u2019s 2026 financial statements which will, to an extent, mitigate the reduction in the Net Asset Value resulting from the recission of the emphyteutical concession attributable to Manoel Island and Fort Tigne and the fair value losses on the Group\u2019s Investment property.
The Parliament of Malta\u2019s approval on 24 March 2026 for the recession of the Emphyteutical Deed provides assurance that the Tign\u00e9 Point properties are outside the scope of the dispute, and the Settlement Deed will, upon signing, definitively restore clean title to Tign\u00e9 Point.
Forecasted Group\u2019s financial results for 2026 indicate that revenues generated from the Q3 development and other income will amount to circa \u20ac105.87 million, resulting in a profit before tax of circa \u20ac21.6 million and a profit after tax amounting to circa \u20ac11.2 million. The Group\u2019s profit forecast indicates a projected increase in the Group\u2019s net asset value from \u20ac51.48 million to \u20ac62.72 million as at 31 December 2026. The net asset value per share is consequently forecasted to increase from \u20ac0.24 to \u20ac0.29.
Management has prepared financial projections which project the excess liquidity forecasted to be available to the Group post Settlement Deed, that will be signed after the approval of the 2025 financial statements and before the bond redemption date. The forecast also comprises the completion of the Q3 project and the sale of property on Tigne Point. These projections, which amongst other factors, are principally based on the fact that the Settlement Deed will be entered into, indicate that the Group will have the necessary financial resources to repay all of its financial obligations, including the Bond which matures on 27 July 2026 and all current bank facilities.
Taking cognisance of the factors referred to above, the Directors are of the firm view that the use of the going concern assumption in the preparation of the 2025 financial statements is considered appropriate, and in the management\u2019s and Board\u2019s opinion, no material uncertainty exists which may cast significant doubt about the Group\u2019s ability to continue operating as a going concern in the foreseeable future.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.3Standards, interpretations and amendments to published standards effective in 2025
In 2025, the Group adopted amendments and interpretations to existing standards that are mandatory for the Group\u2019s accounting period beginning on 1 January 2025. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group\u2019s accounting policies impacting materially the Group\u2019s financial performance and position.
1.1.4Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are not yet effective for the Group\u2019s current accounting period.
The Group has not early adopted these revisions to the requirements of IFRSs as adopted by the EU, and the Directors are of the opinion that there are no requirements which will have a material impact on the Group\u2019s financial statements in the period of initial application, other than what is described below.
IFRS 18 \u2018Presentation and Disclosure in Financial Statements\u2019 (effective for annual periods beginning
on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026 and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, particularly those related to the statement of financial performance. IFRS 18 will also require the disclosure of management-defined performance measures within the financial statements.
Management is currently assessing the implications of applying IFRS 18 on the Group and Company\u2019s financial statements.
The new standard will be applicable from its mandatory effective date of 1 January 2027, with retrospective application, meaning that comparative information will be restated to reflect the new presentation and disclosure requirements introduced.
1.2Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
1.Summary of material accounting policies - continued
1.2Consolidation
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest\u2019s proportionate share of the acquiree\u2019s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company\u2019s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company\u2019s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
1.3Business combinations among entities under common control
For business combinations among and mergers between entities under common control, the Company uses the predecessor method of accounting.
Under the predecessor method of accounting, the assets and liabilities of the acquired or merged entity are incorporated into the stand-alone financial statements of the acquiring or surviving company at the predecessor carrying values, which are the carrying amounts of assets and liabilities of the acquired entity from the consolidated financial statements of the highest entity that has common control and for which consolidated financial statements are prepared. The assets and liabilities are taken over, for financial reporting purposes, as at the beginning of the earliest period presented within the financial statements.
No goodwill arises in predecessor accounting and any difference between the consideration given and the aggregate carrying amount of the assets and liabilities attributable to the acquired or merged entity as at the beginning of the earliest financial period presented within the financial statements, is included in retained earnings.
The acquired or merged entity's financial results are incorporated into the stand-alone financial statements of the acquiring or surviving company as if both entities had always been merged, with the result that the financial statements of the acquiring or surviving company reflect both entities' full years\u2019 results for all periods presented within the financial statements even though the merger may have occurred part way through a financial year.
1.Summary of material accounting policies - continued
1.4Functional and presentation currency
Items included in the Financial Statements of each of the Group\u2019s entities are measured using the currency of the primary economic environment in which the entity operates (\u2018the functional currency\u2019). The consolidated Financial Statements are presented in euro, which is the Group\u2019s and the Company\u2019s functional and presentation currency.
1.5Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings, are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. 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. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset\u2019s carrying amount 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 Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders\u2019 equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset\u2019s original cost is transferred from the revaluation reserve to retained earnings.
Land is depreciated over the remaining term of property interest. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:
%
Buildings
1
Plant and integral assets:
Electrical and plumbing installations
3 - 8
Machinery and operational equipment
2 - 15
Plant and equipment
5 - 25
Other integral assets
2
Office equipment, furniture, fittings and other assets
10 - 33.33
Motor vehicles
20
Assets in course of construction are not depreciated. The assets\u2019 residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
54
1. Summary of material accounting policies - continued
1.5Property, plant and equipment - continued
An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount (Note 1.8).
Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to the assets are transferred to retained earnings.
1.6Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property, when such identification is made. Investment property principally comprises land and buildings.
Investment property is measured initially at its historical cost, including related transaction costs and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete and is suspended if the development of the asset is suspended. After initial recognition, investment property is carried at fair value, representing open market value determined annually. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If the information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections.
Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measurable. The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.
Subsequent expenditure is capitalised to the asset\u2019s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.
Changes in fair values are recognised in profit or loss. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the Group decides to dispose of an investment property without development, the Group continues to treat the property as an investment property. Similarly, if the Group begins to redevelop an existing investment property for continued future use as investment property, it remains an investment property during the redevelopment.
.Summary of material accounting policies - continued
1.6Investment property - continued
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 treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive income against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss.
Upon the disposal of such investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.
Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property\u2019s deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.
For a transfer from inventories to investment property, arising on changes in intended use as evidenced by commencement of an operating lease arrangement rather than sale, any difference between the fair value at the transfer date and its previous carrying amount within inventories shall be recognised in profit or loss.
1.7 Non-current assets classified as held for sale
Non-current assets are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable and expected to be completed within one year from the date of classification as held for sale. The Group measures its non-current assets classified as held for sale at the lower of its carrying amount and fair value less costs to sell.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the asset is recognised at the date of derecognition. The asset is not depreciated while it is classified as held for sale and is presented separately from the other assets in the statement of financial position.
1.8 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
1.Summary of material accounting policies - continued
1.9 Investment in joint venture
The Group\u2019s interest in jointly-controlled entity is accounted for using the equity method and is initially recorded at cost. The Group\u2019s share of the joint venture post-formation profits and losses is recognised in profit or loss and its share of post-formation movements in reserves is recognised in equity. The cumulative movements are adjusted against the carrying amount of the investment. When the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the entity, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
Investment in jointly-controlled entity is accounted for at cost less impairment losses in the Company\u2019s separate Financial Statements. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the joint venture are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
1.10 Financial assets
(i)Classification
The Group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(i)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(ii)Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
1.Summary of material accounting policies - continued
1.10 Financial assets - continued
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group\u2019s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the Group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets\u2019 cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
1.Summary of material accounting policies - continued
1.10 Financial assets - continued
(iii)Measurement - continued
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group\u2019s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
1.Summary of material accounting policies - continued
1.10 Financial assets - continued
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
1.11 Inventories \u2013 Development project
The main object of the Group is the development of a large area of land acquired; this development is intended principally for resale purposes and is accordingly classified in the Financial Statements as inventories. Any elements of the project which are identified for business operation within the Group\u2019s activities or long-term investment purposes are transferred at their carrying amount to property, plant and equipment or investment property when such identification is made, and the cost thereof can be reliably segregated.
The development is carried at the lower of cost and net realisable value. Cost comprises the purchase cost of acquiring the land together with other costs incurred during its subsequent development, including:
(i)The costs incurred on development works, including demolition, site clearance, excavation, construction and other activities, together with the costs of ancillary activities such as site security.
(ii)The cost of various design and other studies conducted in connection with the project, together with all other expenses incurred in connection therewith.
(iii)Any borrowing costs, including imputed interest, attributable to the development phases of the project.
The purchase cost of acquiring the land represents the cash equivalent value of the contracted price. This was determined at date of purchase by discounting to present value the future cash outflows comprising the purchase consideration.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
1.12 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. When shares are issued at a premium, the difference between the proceeds and the par value of the shares is recognised in the share premium account.
1.Summary of material accounting policies - continued
1.13 Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group\u2019s financial liabilities are classified as financial liabilities measured at amortised cost which are not at fair value through profit or loss. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.13.1 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
1.13.2 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and borrowing costs accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
\u00a0\u00a0
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
1.14 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
1.15 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
1.Summary of material accounting policies - continued
1.15 Current and deferred tax - continued
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.16 Revenue recognition
Revenue includes rental income, service charges and property management charges, and sale of developed residential units.
Revenue on sale of developed residential units is recognised when control over the unit has been transferred to the customer, which is considered to be at a point in time, when the customer has taken possession of the unit.
Rental income from operating leases is recognised on a straight-line basis over the lease term. When the Group provides incentives to its tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a reduction of rental income.
Revenue from service and property management charges is recognised in the accounting period in which control of the services are passed to the customer, which is when the service is rendered. For certain service contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Revenue is measured at the transaction price agreed under the contract.
A receivable is recognised when services are provided as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
1.17Leases
1.17.1 Group is the lessee
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 Group.
1.Summary of material accounting policies - continued
1.17Leases - continued
1.17.1 Group is the lessee - continued
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
\uf0b7fixed payments (including in-substance fixed payments), less any lease incentives receivable;
\uf0b7variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
\uf0b7amounts expected to be payable by the Group using residual value guarantees;
\uf0b7the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
\uf0b7payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for lessees, the lessee\u2019s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
\uf0b7where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and
\uf0b7makes adjustments specific to the lease, term and security.
Lease payments are allocated between principal and finance cost. The finance cost is computed so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Finance costs are recognised in profit or loss over the lease period, unless they are capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories.
Right-of-use assets are initially measured at \u2018cost\u2019 which, where applicable, comprises the following:
\uf0b7the amount of the initial measurement of lease liability;
\uf0b7any lease payments made at or before the commencement date less any lease incentives received;
\uf0b7any initial direct costs; and
\uf0b7restoration costs.
Right-of-use assets are subsequently measured at cost, less accumulated depreciation and any accumulated impairment losses, except as highlighted below. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Depreciation is recognised in profit or loss unless it is capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories. Since the Group applies the fair value model to its investment property, it also applies that fair value model to right-of-use assets that meet the definition of investment property.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
1.Summary of material accounting policies - continued
1.17Leases - continued
1.17.2 Group is the lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature.
1.18 Dividend distribution
Dividend distribution to the Company\u2019s shareholders is recognised as a liability in the Company\u2019s financial statements in the period in which the dividends are approved by the Company\u2019s shareholders.
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1.1Basis of preparation
These consolidated Financial Statements include the Financial Statements of MIDI p.l.c. and its subsidiaries (\u2018the Group\u2019). These Financial Statements have been prepared in accordance with International Financial Reporting Standards (\u2018IFRSs\u2019) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of the land and buildings class of property, plant and equipment, investment property and specific financial assets. The preparation of Financial Statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Group\u2019s accounting policies (see Note 3 \u2013 Critical accounting estimates and judgements).
1.1.1Developments during 2025 and after the end of the reporting period
Context and overview of the Group\u2019s financial results and operations
The Group has registered a loss after tax of \u20ac42 million for the financial year ended 31 December 2025 (2024: loss after tax of \u20ac3.78 million). The Group\u2019s total assets exceeded its total liabilities by \u20ac51.46 million (2024: \u20ac93.39 million) while its current assets exceeded current liabilities by \u20ac21.3 million as at 31 December 2025 (2024: \u20ac114 million).
The 2025 Group\u2019s results have been heavily impacted by the financial reporting implications emanating from the rescission of the Emphyteutical Grant in respect of Manoel Island and Fort Tign\u00e9 and by the decision of the Board to dispose of a number of investment properties in an expedited manner to ensure the Group has the necessary liquidity to meet its July 2026 bond repayment obligations.
The losses reported for the financial year ended 31 December 2025 comprise the net adjustment to the carrying amount of inventory attributable to Manoel Island, net of related items amounting to \u20ac27.4m, which reflects the difference between the carrying amount of inventory and the reimbursement receivable from the Government of Malta, net of related items. The results also include the net fair value losses arising on investment properties amounting to \u20ac9.9m, reflecting the offers received for the properties the Group has placed on the market with a view to selling them immediately to enhance its liquidity position.
During 2025, the Group continued with the development of the final residential block at Tign\u00e9 Point referred to as Q3 \u2013 Fortress Gardens and which comprises of 63 apartments and 2 commercial units. As at 31 December 2025, 59 units were subject to a promise of sale agreement.
Given that the Group had no properties held for sale in the ordinary course of business during 2025, it only registered revenues amounting to \u20ac26k from in its development and sale of property segment. In its property and rental management segment, rental operations remained on the same level as those registered in 2024, with revenues generated amounting to \u20ac3.4 million (2024: \u20ac3.2 million). This segment includes the Group\u2019s rental operations of its Pjazza retail outlets and foreshore restaurants, car parking operations, operator concession fees earned from the Manoel Island Yacht Marina and the operating activities associated with the provision of HVAC supply and access control services.
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Context and overview of the Group\u2019s financial results - continued
The Group\u2019s 2025 financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (\u201cMKH\u201d), a jointly controlled entity accounted for on the basis of the equity method of accounting. The Group\u2019s share of MKH\u2019s profits for 2025 amounted to \u20ac1.78 million compared to \u20ac1.72 million registered in 2024.
The significant adjustment to the carrying amount of inventories and fair value losses attributable to investment property impacted the Group\u2019s net asset value per share which has, as at 31 December 2025, decreased to \u20ac0.240, when compared to \u20ac0.436 as at 31 December 2024.
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio
In 2000, MIDI p.l.c. was granted a 99-year Emphyteutical Concession over Manoel Island and Tign\u00e9 Point for mixed-use development, together with the exclusive right to develop and operate a yachting centre and an undertaking by Government to grant MIDI a casino concession. The project was originally required to be substantially completed by 31 March 2023, with a three-year cure period until 31 March 2026. The Deed expressly provided for automatic extensions of the completion date where delays arose from circumstances beyond the MIDI\u2019s control. MIDI contends that the various delays encountered resulted in such automatic extensions.
As publicly reported by the Group during the past years, the proposed development of Manoel Island suffered a number of unforeseen setbacks outside the Group's control, falling into three broad categories: delays in the issuance of development permits and authorisations; delays arising from archaeological discoveries requiring the redesign of the development; and delays arising from protracted administrative and appellate processes initiated by third parties. MIDI p.l.c. has argued and publicly stated, that the cumulative effect of these delays falling within the three categories described above, applied across the full timeline of the Manoel Island project, is the basis for the Group's position that the correct completion date under the Deed, properly construed, inferred to an automatic extension of at least 10 years as at June 2025.
In June 2025, Government withdrew its support for the Manoel Island project and publicly declared its intention to convert the island into a national park. The Board concluded at an early stage that, given the change of stance of Government, pursuing development through litigation alone would be an inadequate and ultimately futile strategy, regardless of the merits of the Group's legal position, as a development of this scale and complexity would not succeed without the active support of Government at every level.
The change in policy occurred at an extremely sensitive time, approximately 12 months before the Company\u2019s Bond redemption date. The Group had planned to repay the Bonds through a combination of proceeds from the future development of Manoel Island \u2014 on the basis of which a term sheet for a new bank facility had already been secured \u2014 together with internal resources and proceeds of property sales at Tign\u00e9 Point. The sudden and unexpected withdrawal of the Government of Malta's support derailed this plan.
Government filed two judicial letters, with the latest one filed on 24 September 2025, invoking the rescission mechanism of the Emphyteutical Deed, requiring MIDI to remedy the alleged defaults within six months, failing which Government threatened to rescind the entire Emphyteutical Concession (Manoel Island and Tign\u00e9 Point) by the end of March 2026.
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The judicial letters paralysed the Group's ability to complete 59 promise of sale agreements at Tign\u00e9 Point, compromised the security for the Bonds, and placed the entirety of the Group's property portfolio in jeopardy \u2014 none of which bore any rational connection to the alleged defaults concerning Manoel Island, which was the sole subject matter of Government's stated grievance. The Board recorded clearly that it regarded the Group's legal position on the extension point as a strong one, supported by the terms of the Deed. The decision not to litigate was made on practical and financial grounds alone \u2014 specifically, the impossibility of obtaining a judgment within the Bond redemption timeframe \u2014 and not because of any weakness in the Group's legal case. The Group's obligations to its bondholders crystallise on 27 July 2026, and the Board of Directors considered that no Maltese court proceedings of the nature required to challenge a threatened rescission of an emphyteutical concession could realistically be concluded within such a timeframe. The judgment would have arrived too late to prevent insolvency. The Group formally requested, on more than one occasion, that Government limit the dispute to Manoel Island. Government's rejection of this request left the Company with no practical alternative but to pursue a settlement, notwithstanding the unfavourable terms of such settlement.
The Board\u2019s strategy in relation to the reimbursement claim from the Government of Malta was based on the carrying amount of the inventories attributable to Manoel Island as recognised in the Group\u2019s statement of financial position. Since the inception of the project, the Manoel Island inventories have been accounted for at cost in the Group\u2019s financial statements, comprising the purchase consideration for the land, expenditure incurred in connection with its subsequent development, costs of development works, design and other studies related to the project, as well as all other directly attributable expenditure and borrowing costs, including imputed interest specifically attributable to the Manoel Island development phase.
The Group limited its claim to the recovery of the actual costs incurred, with the objective of obtaining a reimbursement that approximates the carrying amount of the Manoel Island inventories and of Fort Tign\u00e9 to safeguard shareholders\u2019 interests. Fort Tign\u00e9 was also the subject of the negotiations with Government during 2025 and, following the approval of the Extraordinary General Meeting on 28 April 2026, together with Manoel Island, will form part of the reversion of property to the Government of Malta pursuant to the Settlement Deed which will be entered into following the approval of these financial statements. Prior to the dispute with Government, the total carrying amount of Manoel Island (accounted for as inventory), net of the amount payable to the Government of Malta, and Fort Tign\u00e9 (accounted for as investment property), net of the related right-of-use assets and corresponding lease liabilities, amounted to \u20ac70.1\u202fmillion.
The Board has publicly stated that the Group\u2019s claim, which was reviewed by the independent auditors appointed by the Lands Authority, confirmed the total claimable consideration and expenses related to the Manoel Island development project and Fort Tign\u00e9, amounted to \u20ac66.4m. The eventual net reimbursement offered by Government fell short of this amount, with an offer of \u20ac42.7m. Consequently, the difference between the net carrying amount of the property subject to reversion to Government and the final reimbursement offer, equivalent to \u20ac27.4m, has been accounted for as a loss in the Group\u2019s income statement, principally to adjust the carrying amount of inventory to realisable value, net of related items. A further impairment charge of \u20ac1.1 million was accounted for on the carrying amount of the elements of the Group\u2019s property, including the Group\u2019s head office on Manoel Island, which will no longer be available for use. Such loss equates to a reduction in the Group\u2019s net assets of \u20ac0.132 per ordinary share. As Government\u2019s offer is well below the Group\u2019s amount verified, the Directors considered the offer not to be fair and equitable.
48
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The Board regarded the reimbursement amount as inadequate but, given the absence of any viable alternative and the serious consequences the Group would have otherwise faced, reluctantly accepted it in the circumstances.
In the Board\u2019s view, the terms ultimately agreed upon do not reflect the merits of the respective positions of the parties, but rather the significant disparity in negotiating power that prevailed throughout the negotiation process, which was materially compounded by the Government\u2019s refusal to limit the dispute to Manoel Island and its insistence on threatening what the Group considers to be the unwarranted and legally unfounded rescission of the entire Emphyteutical Concession, including over Tign\u00e9 Point, thereby placing all of the Group\u2019s assets and security for bondholders and banks at risk, and severely undermining its ability to negotiate on equitable terms.
On 19 March 2026, the Group entered into a standstill agreement with the Government of Malta by virtue of which both Parties agreed that they shall neither institute any further judicial proceedings relating to the subject matter of the Judicial Letters or the Emphyteutical Concession, nor give any fresh notice of rescission or termination, nor take any action to enforce rescission or demand any damages, penalties or other remedies in connection therewith.
The Parliament of Malta has approved the terms of the Settlement Deed, the Partial Rescission and the transactions contemplated by means of a special resolution of the House of Representatives of Malta taken during the sitting of 24 March 2026 in terms of the Government Lands Act (Chapter 573 of the Laws of Malta).
Therefore, the Board's recommendation to the shareholders, in favour of the Proposed Transaction, which was eventually approved during the Extraordinary General Meeting on 28 April 2026, was made solely in discharge of its fiduciary duty to act in the best interests of the Group and all those who depend on it, and must be understood as a pragmatic response to a situation which was forced upon the Group, not as an endorsement of the terms offered by Government.
The irrevocable and unconditional partial rescission and termination of the Deed will be effected by the Settlement Deed which the Government of Malta and the Group have undertaken to enter into on a date subsequent to the approval of the 2025 financial statements and before 27July 2026, the date when the Group\u2019s \u20ac50,000,000 4% Secured Bonds mature. Pursuant to this, the Emphyteutical Concession over Manoel Island and Fort Tign\u00e9 shall be rescinded whilst the Emphyteutical Concession over Tign\u00e9 Point (excluding Fort Tign\u00e9) shall remain firm, valid and unimpaired and in full force and effect.
The Group\u2019s ability to repay its financial obligations
The Settlement Deed which the Group, following the extraordinary General Meeting and the approval of these financial statements, will enter into with the Government of Malta, is intended to resolve the dispute, restoring Tign\u00e9 Point free from any claims relating to Manoel Island, and enabling the Group to conclude outstanding property sales and to rely on its Tign\u00e9 Point assets as effective security. Once the Settlement Deed is signed, the Group will be in a position to deliver the Q3 apartments, which are currently subject to a promise of sale agreement, to their prospective owners and also repay in full the bank borrowings associated with this phase of development.
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
The Group\u2019s ability to repay its financial obligations - continued
Since the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, the sale of property owned by MIDI at Tign\u00e9 Point, including Q3 apartments, was impaired. Before the notice of rescission was served, under the terms of the already contracted 59 promise of sale agreements the Group had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 which it could not do following receipt of the notice of rescission.
In order to facilitate the conclusion of deeds of sale at Tign\u00e9 Point prior to the entering into of the Settlement Deed with Government, the Group is working with the Lands Authority \u2014 as authorised by the Parliamentary Approval \u2014 to procure letters of comfort confirming that the rights of third-party buyers will be acknowledged by Government and that the relevant deeds of sale may proceed. The Board is confident that such letters of comfort will be issued in a timely manner, and in a form acceptable to buyers and their financiers.
Given the notice of rescission during 2025, the Group also commenced a process to dispose of other assets in order to generate funds to meet its liabilities and to counter the financial pressures created by the threatened rescission. The Group sounded the market in connection with the potential sale of specific investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the Company\u2019s current dispute with Government which, together with the urgency to conclude the sale process created by the impending maturity of the Bonds, inevitably weakened its negotiating stance. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate that is being affected by a marked increase in the supply of commercial properties in recent years.
The carrying amount of the Group\u2019s investment property as at 31 December 2025 was adjusted to reflect the offers that were received for those properties which the Group has placed on the market. This resulted in a total net fair value loss of \u20ac9.9 million with respect to the carrying amount of investment property, which equates to an overall reduction of 27.7% in relation to the values at which they were carried as at 31 December 2024. The eventual Settlement Deed will also enable the Group to conclude the sale of these assets, a number of which are subject to a promise of sale agreement.
The Bond principal amount of \u20ac50 million, together with the final interest payment of \u20ac2 million, falling due on the same date on 27 July 2026, will be repaid through a combination of: (i) the net reimbursement from Government of \u20ac42.7 million upon entering into the Settlement Deed which will be concluded after the approval of the 2025 financial statements; and (ii) the net proceeds to be generated from the sale of a number of the Group's properties, in particular, from the conclusion of the outstanding deeds of sale for the residential and commercial units at Q3 at Tign\u00e9 Point.
As a consequence of the above, and upon entering into the Settlement Deed, the Group will have settled all its obligations with its Bond holders and bankers.
1.1.2Appropriateness of the Going Concern Assumption
Following the signing of the Settlement Deed, the MIDI Group will operate a restructured business model, which will essentially entail the co-ownership of Mid Knight Holdings (which owns \u2018The Centre\u2019 office block), the two foreshore restaurants on Tigne Point and a number of car spaces. Dividend income is expected to be received from Mid Knight Holdings and rental income is contractually due from the restaurants. Tign\u00e9 Point is an established, income-generating residential and commercial development in Sliema, with a proven track record of property sales and a developed commercial and leisure offering.
1.1Basis of preparation - continued
1.1.2Appropriateness of the Going Concern Assumption - continued
The Group also continues to hold its 10% investment in Manoel Island Yacht Marina.
The Group also has an obligation to provide heating, ventilation and air conditioning (HVAC) services to The Point shopping centre and The Centre and the residents of particular blocks on Tigne Point.
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Moreover, MIDI, currently has obligations to maintain specific public infrastructure and public areas connected to a number of phases of development it has completed and has been in discussion with the Lands Authority on the discharge of such responsibilities under the terms of the Deed.
As mentioned previously, and further to the execution of the Settlement Deed, the restoration of clean title to Tign\u00e9 Point, free from any association with the Manoel Island dispute, will allow the Group to conclude the outstanding Q3 promise of sale agreements and the sale of property at Tigne Point. The Group will consequently account for the profits generated from the respective Q3 sales in the Group\u2019s 2026 financial statements which will, to an extent, mitigate the reduction in the Net Asset Value resulting from the recission of the emphyteutical concession attributable to Manoel Island and Fort Tigne and the fair value losses on the Group\u2019s Investment property.
The Parliament of Malta\u2019s approval on 24 March 2026 for the recession of the Emphyteutical Deed provides assurance that the Tign\u00e9 Point properties are outside the scope of the dispute, and the Settlement Deed will, upon signing, definitively restore clean title to Tign\u00e9 Point.
Forecasted Group\u2019s financial results for 2026 indicate that revenues generated from the Q3 development and other income will amount to circa \u20ac105.87 million, resulting in a profit before tax of circa \u20ac21.6 million and a profit after tax amounting to circa \u20ac11.2 million. The Group\u2019s profit forecast indicates a projected increase in the Group\u2019s net asset value from \u20ac51.48 million to \u20ac62.72 million as at 31 December 2026. The net asset value per share is consequently forecasted to increase from \u20ac0.24 to \u20ac0.29.
Management has prepared financial projections which project the excess liquidity forecasted to be available to the Group post Settlement Deed, that will be signed after the approval of the 2025 financial statements and before the bond redemption date. The forecast also comprises the completion of the Q3 project and the sale of property on Tigne Point. These projections, which amongst other factors, are principally based on the fact that the Settlement Deed will be entered into, indicate that the Group will have the necessary financial resources to repay all of its financial obligations, including the Bond which matures on 27 July 2026 and all current bank facilities.
Taking cognisance of the factors referred to above, the Directors are of the firm view that the use of the going concern assumption in the preparation of the 2025 financial statements is considered appropriate, and in the management\u2019s and Board\u2019s opinion, no material uncertainty exists which may cast significant doubt about the Group\u2019s ability to continue operating as a going concern in the foreseeable future.
1.1Basis of preparation - continued
1.1.3Standards, interpretations and amendments to published standards effective in 2025
In 2025, the Group adopted amendments and interpretations to existing standards that are mandatory for the Group\u2019s accounting period beginning on 1 January 2025. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group\u2019s accounting policies impacting materially the Group\u2019s financial performance and position.
1.1.4Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are not yet effective for the Group\u2019s current accounting period.
The Group has not early adopted these revisions to the requirements of IFRSs as adopted by the EU, and the Directors are of the opinion that there are no requirements which will have a material impact on the Group\u2019s financial statements in the period of initial application, other than what is described below.
IFRS 18 \u2018Presentation and Disclosure in Financial Statements\u2019 (effective for annual periods beginning
on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026 and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, particularly those related to the statement of financial performance. IFRS 18 will also require the disclosure of management-defined performance measures within the financial statements.
Management is currently assessing the implications of applying IFRS 18 on the Group and Company\u2019s financial statements.
The new standard will be applicable from its mandatory effective date of 1 January 2027, with retrospective application, meaning that comparative information will be restated to reflect the new presentation and disclosure requirements introduced.
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These consolidated Financial Statements include the Financial Statements of MIDI p.l.c. and its subsidiaries (\u2018the Group\u2019). These Financial Statements have been prepared in accordance with International Financial Reporting Standards (\u2018IFRSs\u2019) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of the land and buildings class of property, plant and equipment, investment property and specific financial assets. The preparation of Financial Statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Group\u2019s accounting policies (see Note 3 \u2013 Critical accounting estimates and judgements).
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1.1.1Developments during 2025 and after the end of the reporting period
Context and overview of the Group\u2019s financial results and operations
The Group has registered a loss after tax of \u20ac42 million for the financial year ended 31 December 2025 (2024: loss after tax of \u20ac3.78 million). The Group\u2019s total assets exceeded its total liabilities by \u20ac51.46 million (2024: \u20ac93.39 million) while its current assets exceeded current liabilities by \u20ac21.3 million as at 31 December 2025 (2024: \u20ac114 million).
The 2025 Group\u2019s results have been heavily impacted by the financial reporting implications emanating from the rescission of the Emphyteutical Grant in respect of Manoel Island and Fort Tign\u00e9 and by the decision of the Board to dispose of a number of investment properties in an expedited manner to ensure the Group has the necessary liquidity to meet its July 2026 bond repayment obligations.
The losses reported for the financial year ended 31 December 2025 comprise the net adjustment to the carrying amount of inventory attributable to Manoel Island, net of related items amounting to \u20ac27.4m, which reflects the difference between the carrying amount of inventory and the reimbursement receivable from the Government of Malta, net of related items. The results also include the net fair value losses arising on investment properties amounting to \u20ac9.9m, reflecting the offers received for the properties the Group has placed on the market with a view to selling them immediately to enhance its liquidity position.
During 2025, the Group continued with the development of the final residential block at Tign\u00e9 Point referred to as Q3 \u2013 Fortress Gardens and which comprises of 63 apartments and 2 commercial units. As at 31 December 2025, 59 units were subject to a promise of sale agreement.
Given that the Group had no properties held for sale in the ordinary course of business during 2025, it only registered revenues amounting to \u20ac26k from in its development and sale of property segment. In its property and rental management segment, rental operations remained on the same level as those registered in 2024, with revenues generated amounting to \u20ac3.4 million (2024: \u20ac3.2 million). This segment includes the Group\u2019s rental operations of its Pjazza retail outlets and foreshore restaurants, car parking operations, operator concession fees earned from the Manoel Island Yacht Marina and the operating activities associated with the provision of HVAC supply and access control services.
1.1.1Developments during 2025 and after the end of the reporting period - continued
Context and overview of the Group\u2019s financial results - continued
The Group\u2019s 2025 financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (\u201cMKH\u201d), a jointly controlled entity accounted for on the basis of the equity method of accounting. The Group\u2019s share of MKH\u2019s profits for 2025 amounted to \u20ac1.78 million compared to \u20ac1.72 million registered in 2024.
The significant adjustment to the carrying amount of inventories and fair value losses attributable to investment property impacted the Group\u2019s net asset value per share which has, as at 31 December 2025, decreased to \u20ac0.240, when compared to \u20ac0.436 as at 31 December 2024.
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio
In 2000, MIDI p.l.c. was granted a 99-year Emphyteutical Concession over Manoel Island and Tign\u00e9 Point for mixed-use development, together with the exclusive right to develop and operate a yachting centre and an undertaking by Government to grant MIDI a casino concession. The project was originally required to be substantially completed by 31 March 2023, with a three-year cure period until 31 March 2026. The Deed expressly provided for automatic extensions of the completion date where delays arose from circumstances beyond the MIDI\u2019s control. MIDI contends that the various delays encountered resulted in such automatic extensions.
As publicly reported by the Group during the past years, the proposed development of Manoel Island suffered a number of unforeseen setbacks outside the Group's control, falling into three broad categories: delays in the issuance of development permits and authorisations; delays arising from archaeological discoveries requiring the redesign of the development; and delays arising from protracted administrative and appellate processes initiated by third parties. MIDI p.l.c. has argued and publicly stated, that the cumulative effect of these delays falling within the three categories described above, applied across the full timeline of the Manoel Island project, is the basis for the Group's position that the correct completion date under the Deed, properly construed, inferred to an automatic extension of at least 10 years as at June 2025.
In June 2025, Government withdrew its support for the Manoel Island project and publicly declared its intention to convert the island into a national park. The Board concluded at an early stage that, given the change of stance of Government, pursuing development through litigation alone would be an inadequate and ultimately futile strategy, regardless of the merits of the Group's legal position, as a development of this scale and complexity would not succeed without the active support of Government at every level.
The change in policy occurred at an extremely sensitive time, approximately 12 months before the Company\u2019s Bond redemption date. The Group had planned to repay the Bonds through a combination of proceeds from the future development of Manoel Island \u2014 on the basis of which a term sheet for a new bank facility had already been secured \u2014 together with internal resources and proceeds of property sales at Tign\u00e9 Point. The sudden and unexpected withdrawal of the Government of Malta's support derailed this plan.
Government filed two judicial letters, with the latest one filed on 24 September 2025, invoking the rescission mechanism of the Emphyteutical Deed, requiring MIDI to remedy the alleged defaults within six months, failing which Government threatened to rescind the entire Emphyteutical Concession (Manoel Island and Tign\u00e9 Point) by the end of March 2026.
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The judicial letters paralysed the Group's ability to complete 59 promise of sale agreements at Tign\u00e9 Point, compromised the security for the Bonds, and placed the entirety of the Group's property portfolio in jeopardy \u2014 none of which bore any rational connection to the alleged defaults concerning Manoel Island, which was the sole subject matter of Government's stated grievance. The Board recorded clearly that it regarded the Group's legal position on the extension point as a strong one, supported by the terms of the Deed. The decision not to litigate was made on practical and financial grounds alone \u2014 specifically, the impossibility of obtaining a judgment within the Bond redemption timeframe \u2014 and not because of any weakness in the Group's legal case. The Group's obligations to its bondholders crystallise on 27 July 2026, and the Board of Directors considered that no Maltese court proceedings of the nature required to challenge a threatened rescission of an emphyteutical concession could realistically be concluded within such a timeframe. The judgment would have arrived too late to prevent insolvency. The Group formally requested, on more than one occasion, that Government limit the dispute to Manoel Island. Government's rejection of this request left the Company with no practical alternative but to pursue a settlement, notwithstanding the unfavourable terms of such settlement.
The Board\u2019s strategy in relation to the reimbursement claim from the Government of Malta was based on the carrying amount of the inventories attributable to Manoel Island as recognised in the Group\u2019s statement of financial position. Since the inception of the project, the Manoel Island inventories have been accounted for at cost in the Group\u2019s financial statements, comprising the purchase consideration for the land, expenditure incurred in connection with its subsequent development, costs of development works, design and other studies related to the project, as well as all other directly attributable expenditure and borrowing costs, including imputed interest specifically attributable to the Manoel Island development phase.
The Group limited its claim to the recovery of the actual costs incurred, with the objective of obtaining a reimbursement that approximates the carrying amount of the Manoel Island inventories and of Fort Tign\u00e9 to safeguard shareholders\u2019 interests. Fort Tign\u00e9 was also the subject of the negotiations with Government during 2025 and, following the approval of the Extraordinary General Meeting on 28 April 2026, together with Manoel Island, will form part of the reversion of property to the Government of Malta pursuant to the Settlement Deed which will be entered into following the approval of these financial statements. Prior to the dispute with Government, the total carrying amount of Manoel Island (accounted for as inventory), net of the amount payable to the Government of Malta, and Fort Tign\u00e9 (accounted for as investment property), net of the related right-of-use assets and corresponding lease liabilities, amounted to \u20ac70.1\u202fmillion.
The Board has publicly stated that the Group\u2019s claim, which was reviewed by the independent auditors appointed by the Lands Authority, confirmed the total claimable consideration and expenses related to the Manoel Island development project and Fort Tign\u00e9, amounted to \u20ac66.4m. The eventual net reimbursement offered by Government fell short of this amount, with an offer of \u20ac42.7m. Consequently, the difference between the net carrying amount of the property subject to reversion to Government and the final reimbursement offer, equivalent to \u20ac27.4m, has been accounted for as a loss in the Group\u2019s income statement, principally to adjust the carrying amount of inventory to realisable value, net of related items. A further impairment charge of \u20ac1.1 million was accounted for on the carrying amount of the elements of the Group\u2019s property, including the Group\u2019s head office on Manoel Island, which will no longer be available for use. Such loss equates to a reduction in the Group\u2019s net assets of \u20ac0.132 per ordinary share. As Government\u2019s offer is well below the Group\u2019s amount verified, the Directors considered the offer not to be fair and equitable.
1.Summary of material accounting policies - continued
1.1Basis of preparation - continued
1.1.1Developments during 2025 and after the end of the reporting period - continued
Developments during 2025 affecting the Group\u2019s legal title to, and the value of, its property portfolio - continued
The Board regarded the reimbursement amount as inadequate but, given the absence of any viable alternative and the serious consequences the Group would have otherwise faced, reluctantly accepted it in the circumstances.
In the Board\u2019s view, the terms ultimately agreed upon do not reflect the merits of the respective positions of the parties, but rather the significant disparity in negotiating power that prevailed throughout the negotiation process, which was materially compounded by the Government\u2019s refusal to limit the dispute to Manoel Island and its insistence on threatening what the Group considers to be the unwarranted and legally unfounded rescission of the entire Emphyteutical Concession, including over Tign\u00e9 Point, thereby placing all of the Group\u2019s assets and security for bondholders and banks at risk, and severely undermining its ability to negotiate on equitable terms.
On 19 March 2026, the Group entered into a standstill agreement with the Government of Malta by virtue of which both Parties agreed that they shall neither institute any further judicial proceedings relating to the subject matter of the Judicial Letters or the Emphyteutical Concession, nor give any fresh notice of rescission or termination, nor take any action to enforce rescission or demand any damages, penalties or other remedies in connection therewith.
The Parliament of Malta has approved the terms of the Settlement Deed, the Partial Rescission and the transactions contemplated by means of a special resolution of the House of Representatives of Malta taken during the sitting of 24 March 2026 in terms of the Government Lands Act (Chapter 573 of the Laws of Malta).
Therefore, the Board's recommendation to the shareholders, in favour of the Proposed Transaction, which was eventually approved during the Extraordinary General Meeting on 28 April 2026, was made solely in discharge of its fiduciary duty to act in the best interests of the Group and all those who depend on it, and must be understood as a pragmatic response to a situation which was forced upon the Group, not as an endorsement of the terms offered by Government.
The irrevocable and unconditional partial rescission and termination of the Deed will be effected by the Settlement Deed which the Government of Malta and the Group have undertaken to enter into on a date subsequent to the approval of the 2025 financial statements and before 27July 2026, the date when the Group\u2019s \u20ac50,000,000 4% Secured Bonds mature. Pursuant to this, the Emphyteutical Concession over Manoel Island and Fort Tign\u00e9 shall be rescinded whilst the Emphyteutical Concession over Tign\u00e9 Point (excluding Fort Tign\u00e9) shall remain firm, valid and unimpaired and in full force and effect.
The Group\u2019s ability to repay its financial obligations
The Settlement Deed which the Group, following the extraordinary General Meeting and the approval of these financial statements, will enter into with the Government of Malta, is intended to resolve the dispute, restoring Tign\u00e9 Point free from any claims relating to Manoel Island, and enabling the Group to conclude outstanding property sales and to rely on its Tign\u00e9 Point assets as effective security. Once the Settlement Deed is signed, the Group will be in a position to deliver the Q3 apartments, which are currently subject to a promise of sale agreement, to their prospective owners and also repay in full the bank borrowings associated with this phase of development.
1.1.1Developments during 2025 and after the end of the reporting period - continued
The Group\u2019s ability to repay its financial obligations - continued
Since the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, the sale of property owned by MIDI at Tign\u00e9 Point, including Q3 apartments, was impaired. Before the notice of rescission was served, under the terms of the already contracted 59 promise of sale agreements the Group had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 which it could not do following receipt of the notice of rescission.
In order to facilitate the conclusion of deeds of sale at Tign\u00e9 Point prior to the entering into of the Settlement Deed with Government, the Group is working with the Lands Authority \u2014 as authorised by the Parliamentary Approval \u2014 to procure letters of comfort confirming that the rights of third-party buyers will be acknowledged by Government and that the relevant deeds of sale may proceed. The Board is confident that such letters of comfort will be issued in a timely manner, and in a form acceptable to buyers and their financiers.
Given the notice of rescission during 2025, the Group also commenced a process to dispose of other assets in order to generate funds to meet its liabilities and to counter the financial pressures created by the threatened rescission. The Group sounded the market in connection with the potential sale of specific investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the Company\u2019s current dispute with Government which, together with the urgency to conclude the sale process created by the impending maturity of the Bonds, inevitably weakened its negotiating stance. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate that is being affected by a marked increase in the supply of commercial properties in recent years.
The carrying amount of the Group\u2019s investment property as at 31 December 2025 was adjusted to reflect the offers that were received for those properties which the Group has placed on the market. This resulted in a total net fair value loss of \u20ac9.9 million with respect to the carrying amount of investment property, which equates to an overall reduction of 27.7% in relation to the values at which they were carried as at 31 December 2024. The eventual Settlement Deed will also enable the Group to conclude the sale of these assets, a number of which are subject to a promise of sale agreement.
The Bond principal amount of \u20ac50 million, together with the final interest payment of \u20ac2 million, falling due on the same date on 27 July 2026, will be repaid through a combination of: (i) the net reimbursement from Government of \u20ac42.7 million upon entering into the Settlement Deed which will be concluded after the approval of the 2025 financial statements; and (ii) the net proceeds to be generated from the sale of a number of the Group's properties, in particular, from the conclusion of the outstanding deeds of sale for the residential and commercial units at Q3 at Tign\u00e9 Point.
As a consequence of the above, and upon entering into the Settlement Deed, the Group will have settled all its obligations with its Bond holders and bankers.
1.1.2Appropriateness of the Going Concern Assumption
Following the signing of the Settlement Deed, the MIDI Group will operate a restructured business model, which will essentially entail the co-ownership of Mid Knight Holdings (which owns \u2018The Centre\u2019 office block), the two foreshore restaurants on Tigne Point and a number of car spaces. Dividend income is expected to be received from Mid Knight Holdings and rental income is contractually due from the restaurants. Tign\u00e9 Point is an established, income-generating residential and commercial development in Sliema, with a proven track record of property sales and a developed commercial and leisure offering.
1.1.2Appropriateness of the Going Concern Assumption - continued
The Group also continues to hold its 10% investment in Manoel Island Yacht Marina.
The Group also has an obligation to provide heating, ventilation and air conditioning (HVAC) services to The Point shopping centre and The Centre and the residents of particular blocks on Tigne Point.
\u00a0
Moreover, MIDI, currently has obligations to maintain specific public infrastructure and public areas connected to a number of phases of development it has completed and has been in discussion with the Lands Authority on the discharge of such responsibilities under the terms of the Deed.
As mentioned previously, and further to the execution of the Settlement Deed, the restoration of clean title to Tign\u00e9 Point, free from any association with the Manoel Island dispute, will allow the Group to conclude the outstanding Q3 promise of sale agreements and the sale of property at Tigne Point. The Group will consequently account for the profits generated from the respective Q3 sales in the Group\u2019s 2026 financial statements which will, to an extent, mitigate the reduction in the Net Asset Value resulting from the recission of the emphyteutical concession attributable to Manoel Island and Fort Tigne and the fair value losses on the Group\u2019s Investment property.
The Parliament of Malta\u2019s approval on 24 March 2026 for the recession of the Emphyteutical Deed provides assurance that the Tign\u00e9 Point properties are outside the scope of the dispute, and the Settlement Deed will, upon signing, definitively restore clean title to Tign\u00e9 Point.
Forecasted Group\u2019s financial results for 2026 indicate that revenues generated from the Q3 development and other income will amount to circa \u20ac105.87 million, resulting in a profit before tax of circa \u20ac21.6 million and a profit after tax amounting to circa \u20ac11.2 million. The Group\u2019s profit forecast indicates a projected increase in the Group\u2019s net asset value from \u20ac51.48 million to \u20ac62.72 million as at 31 December 2026. The net asset value per share is consequently forecasted to increase from \u20ac0.24 to \u20ac0.29.
Management has prepared financial projections which project the excess liquidity forecasted to be available to the Group post Settlement Deed, that will be signed after the approval of the 2025 financial statements and before the bond redemption date. The forecast also comprises the completion of the Q3 project and the sale of property on Tigne Point. These projections, which amongst other factors, are principally based on the fact that the Settlement Deed will be entered into, indicate that the Group will have the necessary financial resources to repay all of its financial obligations, including the Bond which matures on 27 July 2026 and all current bank facilities.
Taking cognisance of the factors referred to above, the Directors are of the firm view that the use of the going concern assumption in the preparation of the 2025 financial statements is considered appropriate, and in the management\u2019s and Board\u2019s opinion, no material uncertainty exists which may cast significant doubt about the Group\u2019s ability to continue operating as a going concern in the foreseeable future.
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1.2Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred
1.2Consolidation
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest\u2019s proportionate share of the acquiree\u2019s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company\u2019s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company\u2019s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
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Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
1.2Consolidation
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest\u2019s proportionate share of the acquiree\u2019s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company\u2019s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company\u2019s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
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Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company\u2019s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company\u2019s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page54-cflshid_26363-tag12012719": { "value": "Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page54-cflshid_26199-tag12012697": { "value": "
1.3Business combinations among entities under common control
For business combinations among and mergers between entities under common control, the Company uses the predecessor method of accounting.
Under the predecessor method of accounting, the assets and liabilities of the acquired or merged entity are incorporated into the stand-alone financial statements of the acquiring or surviving company at the predecessor carrying values, which are the carrying amounts of assets and liabilities of the acquired entity from the consolidated financial statements of the highest entity that has common control and for which consolidated financial statements are prepared. The assets and liabilities are taken over, for financial reporting purposes, as at the beginning of the earliest period presented within the financial statements.
No goodwill arises in predecessor accounting and any difference between the consideration given and the aggregate carrying amount of the assets and liabilities attributable to the acquired or merged entity as at the beginning of the earliest financial period presented within the financial statements, is included in retained earnings.
The acquired or merged entity's financial results are incorporated into the stand-alone financial statements of the acquiring or surviving company as if both entities had always been merged, with the result that the financial statements of the acquiring or surviving company reflect both entities' full years\u2019 results for all periods presented within the financial statements even though the merger may have occurred part way through a financial year.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page54-cflshid_26199-tag12012638": { "value": "
1.3Business combinations among entities under common control
For business combinations among and mergers between entities under common control, the Company uses the predecessor method of accounting.
Under the predecessor method of accounting, the assets and liabilities of the acquired or merged entity are incorporated into the stand-alone financial statements of the acquiring or surviving company at the predecessor carrying values, which are the carrying amounts of assets and liabilities of the acquired entity from the consolidated financial statements of the highest entity that has common control and for which consolidated financial statements are prepared. The assets and liabilities are taken over, for financial reporting purposes, as at the beginning of the earliest period presented within the financial statements.
No goodwill arises in predecessor accounting and any difference between the consideration given and the aggregate carrying amount of the assets and liabilities attributable to the acquired or merged entity as at the beginning of the earliest financial period presented within the financial statements, is included in retained earnings.
The acquired or merged entity's financial results are incorporated into the stand-alone financial statements of the acquiring or surviving company as if both entities had always been merged, with the result that the financial statements of the acquiring or surviving company reflect both entities' full years\u2019 results for all periods presented within the financial statements even though the merger may have occurred part way through a financial year.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page55-cflshid_26692-tag12012642": { "value": "
1.4Functional and presentation currency
Items included in the Financial Statements of each of the Group\u2019s entities are measured using the currency of the primary economic environment in which the entity operates (\u2018the functional currency\u2019). The consolidated Financial Statements are presented in euro, which is the Group\u2019s and the Company\u2019s functional and presentation currency.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page55-cflshid_26692-tag12012641": { "value": "
1.5Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings, are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. 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. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset\u2019s carrying amount 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 Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders\u2019 equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset\u2019s original cost is transferred from the revaluation reserve to retained earnings.
Land is depreciated over the remaining term of property interest. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:
%
Buildings
1
Plant and integral assets:
Electrical and plumbing installations
3 - 8
Machinery and operational equipment
2 - 15
Plant and equipment
5 - 25
Other integral assets
2
Office equipment, furniture, fittings and other assets
10 - 33.33
Motor vehicles
20
Assets in course of construction are not depreciated. The assets\u2019 residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
1.5Property, plant and equipment - continued
An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount (Note 1.8).
Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to the assets are transferred to retained earnings.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page55-cflshid_26692-tag12012640": { "value": "
1.5Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings, are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. 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. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset\u2019s carrying amount 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 Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders\u2019 equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset\u2019s original cost is transferred from the revaluation reserve to retained earnings.
Land is depreciated over the remaining term of property interest. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:
%
Buildings
1
Plant and integral assets:
Electrical and plumbing installations
3 - 8
Machinery and operational equipment
2 - 15
Plant and equipment
5 - 25
Other integral assets
2
Office equipment, furniture, fittings and other assets
10 - 33.33
Motor vehicles
20
Assets in course of construction are not depreciated. The assets\u2019 residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
1.5Property, plant and equipment - continued
An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount (Note 1.8).
Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to the assets are transferred to retained earnings.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page55-cflshid_26865-tag12012639": { "value": "Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
1.13.2 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and borrowing costs accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
\u00a0\u00a0
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page55-cflshid_26928-tag12012720": { "value": "All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRepairsAndMaintenanceExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page56-cflshid_27198-tag12012643": { "value": "
1.6Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property, when such identification is made. Investment property principally comprises land and buildings.
Investment property is measured initially at its historical cost, including related transaction costs and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete and is suspended if the development of the asset is suspended. After initial recognition, investment property is carried at fair value, representing open market value determined annually. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If the information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections.
Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measurable. The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.
Subsequent expenditure is capitalised to the asset\u2019s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.
Changes in fair values are recognised in profit or loss. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the Group decides to dispose of an investment property without development, the Group continues to treat the property as an investment property. Similarly, if the Group begins to redevelop an existing investment property for continued future use as investment property, it remains an investment property during the redevelopment.
1.6Investment property - continued
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 treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive income against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss.
Upon the disposal of such investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.
Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property\u2019s deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.
For a transfer from inventories to investment property, arising on changes in intended use as evidenced by commencement of an operating lease arrangement rather than sale, any difference between the fair value at the transfer date and its previous carrying amount within inventories shall be recognised in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentPropertyExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page57-cflshid_27801-tag12012724": { "value": "
1.7 Non-current assets classified as held for sale
Non-current assets are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable and expected to be completed within one year from the date of classification as held for sale. The Group measures its non-current assets classified as held for sale at the lower of its carrying amount and fair value less costs to sell.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the asset is recognised at the date of derecognition. The asset is not depreciated while it is classified as held for sale and is presented separately from the other assets in the statement of financial position.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page57-cflshid_27801-tag12012727": { "value": "
1.8 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page57-cflshid_27801-tag12012644": { "value": "
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012726": { "value": "
1.9 Investment in joint venture
The Group\u2019s interest in jointly-controlled entity is accounted for using the equity method and is initially recorded at cost. The Group\u2019s share of the joint venture post-formation profits and losses is recognised in profit or loss and its share of post-formation movements in reserves is recognised in equity. The cumulative movements are adjusted against the carrying amount of the investment. When the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the entity, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
Investment in jointly-controlled entity is accounted for at cost less impairment losses in the Company\u2019s separate Financial Statements. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the joint venture are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsInJointVentures", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012725": { "value": "
1.9 Investment in joint venture
The Group\u2019s interest in jointly-controlled entity is accounted for using the equity method and is initially recorded at cost. The Group\u2019s share of the joint venture post-formation profits and losses is recognised in profit or loss and its share of post-formation movements in reserves is recognised in equity. The cumulative movements are adjusted against the carrying amount of the investment. When the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the entity, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
Investment in jointly-controlled entity is accounted for at cost less impairment losses in the Company\u2019s separate Financial Statements. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the joint venture are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012730": { "value": "
1.10 Financial assets
(i)Classification
The Group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(i)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(ii)Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
1.10 Financial assets - continued
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group\u2019s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the Group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets\u2019 cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
1.10 Financial assets - continued
(iii)Measurement - continued
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group\u2019s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
1.10 Financial assets - continued
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForAvailableforsaleFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012729": { "value": "
1.10 Financial assets
(i)Classification
The Group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(i)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(ii)Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
1.10 Financial assets - continued
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group\u2019s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the Group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets\u2019 cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
1.10 Financial assets - continued
(iii)Measurement - continued
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group\u2019s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
1.10 Financial assets - continued
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012728": { "value": "
1.10 Financial assets
(i)Classification
The Group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(i)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(ii)Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
1.10 Financial assets - continued
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group\u2019s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the Group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets\u2019 cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
1.10 Financial assets - continued
(iii)Measurement - continued
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group\u2019s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
1.10 Financial assets - continued
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28531-tag12012718": { "value": "those to be measured subsequently at fair value (either through OCI or through profit or loss), and", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012715": { "value": "
(i)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page58-cflshid_28323-tag12012645": { "value": "
(ii)Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group\u2019s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the Group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets\u2019 cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
(iii)Measurement - continued
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group\u2019s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page59-cflshid_28865-tag12012717": { "value": "Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page59-cflshid_28823-tag12012646": { "value": "
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds trade and other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page59-cflshid_28823-tag12012647": { "value": "
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page60-cflshid_29318-tag12012732": { "value": "
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognisingDifferenceBetweenFairValueAtInitialRecognitionAndAmountDeterminedUsingValuationTechniqueExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page60-cflshid_29318-tag12012731": { "value": "
(iv)Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (\u201cECL\u201d) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a \u2018three-stage\u2019 model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9.
The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have \u201clow credit risk\u201d at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 - Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the Group\u2019s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider \u2018low credit risk\u2019 for listed bonds to be an investment grade credit rating with at least one major rating agency.
(iv)Impairment - continued
Trade and other receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page61-cflshid_29756-tag12012648": { "value": "
1.11 Inventories \u2013 Development project
The main object of the Group is the development of a large area of land acquired; this development is intended principally for resale purposes and is accordingly classified in the Financial Statements as inventories. Any elements of the project which are identified for business operation within the Group\u2019s activities or long-term investment purposes are transferred at their carrying amount to property, plant and equipment or investment property when such identification is made, and the cost thereof can be reliably segregated.
The development is carried at the lower of cost and net realisable value. Cost comprises the purchase cost of acquiring the land together with other costs incurred during its subsequent development, including:
(i)The costs incurred on development works, including demolition, site clearance, excavation, construction and other activities, together with the costs of ancillary activities such as site security.
(ii)The cost of various design and other studies conducted in connection with the project, together with all other expenses incurred in connection therewith.
(iii)Any borrowing costs, including imputed interest, attributable to the development phases of the project.
The purchase cost of acquiring the land represents the cash equivalent value of the contracted price. This was determined at date of purchase by discounting to present value the future cash outflows comprising the purchase consideration.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page61-cflshid_29756-tag12012649": { "value": "
1.12 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. When shares are issued at a premium, the difference between the proceeds and the par value of the shares is recognised in the share premium account.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page62-cflshid_30207-tag12012653": { "value": "
1.13 Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group\u2019s financial liabilities are classified as financial liabilities measured at amortised cost which are not at fair value through profit or loss. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.13.1 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
1.13.2 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and borrowing costs accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
\u00a0\u00a0
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page62-cflshid_30330-tag12012650": { "value": "Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page62-cflshid_30207-tag12012654": { "value": "
1.13.2 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and borrowing costs accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
\u00a0\u00a0
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page62-cflshid_30540-tag12012651": { "value": "Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page62-cflshid_30207-tag12012655": { "value": "
1.15 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page62-cflshid_30578-tag12012652": { "value": "The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page63-cflshid_30643-tag12012656": { "value": "
1.16 Revenue recognition
Revenue includes rental income, service charges and property management charges, and sale of developed residential units.
Revenue on sale of developed residential units is recognised when control over the unit has been transferred to the customer, which is considered to be at a point in time, when the customer has taken possession of the unit.
Rental income from operating leases is recognised on a straight-line basis over the lease term. When the Group provides incentives to its tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a reduction of rental income.
Revenue from service and property management charges is recognised in the accounting period in which control of the services are passed to the customer, which is when the service is rendered. For certain service contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Revenue is measured at the transaction price agreed under the contract.
A receivable is recognised when services are provided as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page63-cflshid_30643-tag12012733": { "value": "
1.17Leases
1.17.1 Group is the lessee
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 Group.
1.17Leases - continued
1.17.1 Group is the lessee - continued
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
\uf0b7fixed payments (including in-substance fixed payments), less any lease incentives receivable;
\uf0b7variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
\uf0b7amounts expected to be payable by the Group using residual value guarantees;
\uf0b7the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
\uf0b7payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for lessees, the lessee\u2019s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
\uf0b7where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and
\uf0b7makes adjustments specific to the lease, term and security.
Lease payments are allocated between principal and finance cost. The finance cost is computed so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Finance costs are recognised in profit or loss over the lease period, unless they are capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories.
Right-of-use assets are initially measured at \u2018cost\u2019 which, where applicable, comprises the following:
\uf0b7the amount of the initial measurement of lease liability;
\uf0b7any lease payments made at or before the commencement date less any lease incentives received;
\uf0b7any initial direct costs; and
\uf0b7restoration costs.
Right-of-use assets are subsequently measured at cost, less accumulated depreciation and any accumulated impairment losses, except as highlighted below. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Depreciation is recognised in profit or loss unless it is capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories. Since the Group applies the fair value model to its investment property, it also applies that fair value model to right-of-use assets that meet the definition of investment property.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
1.17Leases - continued
1.17.2 Group is the lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page64-cflshid_31295-tag12012716": { "value": "Lease payments are allocated between principal and finance cost. The finance cost is computed so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Finance costs are recognised in profit or loss over the lease period, unless they are capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page65-cflshid_31514-tag12012734": { "value": "
1.18 Dividend distribution
Dividend distribution to the Company\u2019s shareholders is recognised as a liability in the Company\u2019s financial statements in the period in which the dividends are approved by the Company\u2019s shareholders", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page65-cflshid_31514-tag12012659": { "value": "
2.Financial risk management
2.1 Financial risk factors
The activities of the Group, of which the Company forms part, potentially expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk, and liquidity risk. The Group\u2019s overall risk management, covering risk exposures for all group undertakings, focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the respective company\u2019s financial performance. The parent company\u2019s Board of Directors provides principles for overall group risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group did not make use of derivative financial instruments during the year.
(a)Market risk
(i)Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity\u2019s functional currency. The Group\u2019s revenues, operating and development expenditure and financial assets and liabilities, including financing, are denominated in euro. Accordingly, the Group is not significantly exposed to foreign exchange risk and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(ii)Cash flow and fair value interest rate risk
The Group\u2019s significant instruments which are subject to fixed interest rates comprise bonds issued to the general public (Note 19). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost. The Group\u2019s interest rate risk principally arises from bank borrowings issued at variable rates (Note 19) which expose the Group to cash flow interest rate risk. Management monitors the impact of changes in market interest rates on borrowing costs in respect of these liabilities. Based on this analysis, management considers the potential impact of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. The Group\u2019s operating cash flows are substantially independent of changes in market interest rates.
2.1 Financial risk factors - continued
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group\u2019s major financial assets, and which are subject to the IFRS 9 expected credit loss model.
The Group\u2019s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Financial assets measured at amortised cost:
Trade and other receivables (Note 12)
2,255,448
3,359,961
812,051
1,189,142
Cash and cash equivalents (Note 13)
1,984,159
13,247,505
659,674
13,172,811
4,239,607
16,607,466
1,471,725
14,361,953
The Group is not exposed to significant credit risk in respect of debt securities which comprise Malta Government Securities listed on the Malta Stock Exchange (Note 10) taking into account the level of such investments. Accordingly, the expected credit loss is deemed to be insignificant.
The Group\u2019s exposures to credit risk are analysed in the statement of financial position and in the respective notes to the Financial Statements. The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect except as outlined below.
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group\u2019s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC-related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers, taking into account financial position, past experience and other factors. With respect to HVAC-related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management also considers any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
2.Financial risk management - continued
(c)Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally trade and other payables, borrowings and lease liabilities (refer to Notes 18, 19 and 20). One of the Group\u2019s principal liabilities consists of the liability towards the Government in respect of the temporary emphyteusis, which comprises cash payments and obligations through the performance of restoration and infrastructural works at Manoel Island and Tign\u00e9 Point. The matters highlighted within Note 1.1.1 have impacted the Group\u2019s liquidity management process.
Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group\u2019s obligations. The Group\u2019s liquidity risk is managed actively by management. Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash flows from development and operation of the different phases of the project at Tign\u00e9 Point and Manoel Island, when applicable. This includes reviewing the matching or otherwise of expected cash inflows and outflows arising from expected maturities of financial instruments, including specific funding in relation to the distinct project phases.
The Group reviews on a periodic basis its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments, also taking cognisance of the prevailing circumstances and the matters described in Notes 1.1.1 and 1.1.2.
The Group has assessed its financial requirements beyond the current period to 31 December 2026, particularly in light of its bond redemption scheduled for July 2026, which the Group anticipates to be in a position to repay from the liquidity generated from the sale of property, including Q3, and the compensation receivable from Government upon signing of the Settlement Deed. Bank borrowings, which are intrinsically linked to the Q3 project, will be settled through proceeds from the Q3 project. Liquidity risk is not deemed significant in the opinion of the Directors, taking into account the short-term funding arrangements referred to together with the Group\u2019s long-term liquidity management programme. More details are disclosed in Note 1.1.1 in this respect.
The Group\u2019s trade and other payables (Note 18), including the liability towards the Government and payments received on account are principally repayable within one year from the end of the reporting period. Payments received on account under promise of sale agreements do not give rise to cash outflows but would be utilised upon delivery of the related apartments in the expected time periods.
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
The table below analyses the Group\u2019s principal financial liabilities giving rise to cash outflows into relevant maturity groupings based on the remaining period at year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. In relation to the amounts payable to Government as at 31 December 2024, amounts which at that time were to be satisfied through the performance of restoration works on major historical sites and the construction of public infrastructure works have been included in the table below.
As referred to previously in Note 1.1.1, the amounts due to the Government of Malta as at 31 December 2025 will be extinguished by virtue of the Settlement Deed, which following the approval at the Extraordinary General Meeting, will be entered into, and which, amongst other things will have the effect of reversion of Manoel Island and Fort Tigne back to the Government of Malta, the extinguishment of the amounts payable to Government and the receipt by the Group of the net reimbursement amount of \u20ac42.7m.
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Group
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2025
Bank borrowings
17,895,423
-
-
-
17,895,423
4% secured euro bonds
2026
52,000,000
-
-
-
52,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
40,976
49,028
147,085
3,735,685
3,972,774
Other non-current liabilities
39,808
17,559
61,954
27,989
147,310
At 31 December 2024
Bank borrowings
334,229
8,106,992
-
-
8,441,221
4% secured euro bonds
2026
2,000,000
52,000,000
-
-
54,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
1,308,991
1,022,649
3,436,102
88,479,621
94,247,363
Other non-current liabilities
16,864
39,808
78,736
28,765
164,173
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Company
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2025
Bank borrowings
17,895,423
-
-
-
17,895,423
4% secured euro bonds
2026
52,000,000
-
-
-
52,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
39,553
45,900
137,700
3,497,312
3,720,465
Other non-current liabilities
30,900
-
-
-
30,900
2.Financial risk management - continued
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Company
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2024
Bank borrowings
334,229
8,106,992
-
-
8,441,221
4% secured euro bonds
2026
2,000,000
52,000,000
-
-
54,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
1,308,991
1,022,649
3,436,102
88,479,621
94,247,363
Other non-current liabilities
16,864
39,808
78,736
28,765
164,173
2.3 Fair values of financial instruments not measured at fair value
At 31 December 2025 and 2024, the carrying amounts of financial instruments, comprising cash at bank, receivables, payables and accrued expenses approximated their fair values in view of the nature of the instruments or their short-term maturity. The fair value of non-current financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The fair value of the Group\u2019s bank borrowings (Note 19) as at the end of the reporting period is not materially different from the carrying amounts.
The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments\u2019 contractual interest rates, are deemed observable and accordingly, these fair value estimates have been categorised as Level 2 within the fair value measurement hierarchy required by IFRS 7, \u2018Financial Instruments: Disclosures\u2019.
As at 31 December 2024, the Directors had assessed the fair value of the amount due to Government in relation to purchase of land (see Note 18) by reference to the original discount rate applied upon completion of the deed (see Note 11) adjusted by changes recorded since then in the yields to maturity of Malta Government securities with tenor similar to the repayment terms of the liability towards the Government. On this basis, the fair value at 31 December 2024 of the amount due to Government with respect to the purchase of land amounted to \u20ac38.2 million. As referred to previously in Note 1.1.1, the amounts due to the Government of Malta will be extinguished by virtue of the Settlement Deed, which following the approval at the Extraordinary General Meeting, will be entered into during 2026. Accordingly, the fair value as at 31 December 2025 is not deemed to be materially different from the carrying amount as of the same date.
The current market interest rates utilised for fair value estimation were considered observable and accordingly these fair value estimates had been categorised as Level 2.
Information on the fair value of the bonds issued to the public is disclosed in Note 19 to the Financial Statements. The fair value estimate in this respect is deemed Level 1 as it constitutes a quoted price in an active market.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page65-cflshid_31514-tag12012658": { "value": "
(a)Market risk
(i)Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity\u2019s functional currency. The Group\u2019s revenues, operating and development expenditure and financial assets and liabilities, including financing, are denominated in euro. Accordingly, the Group is not significantly exposed to foreign exchange risk and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(ii)Cash flow and fair value interest rate risk
The Group\u2019s significant instruments which are subject to fixed interest rates comprise bonds issued to the general public (Note 19). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost. The Group\u2019s interest rate risk principally arises from bank borrowings issued at variable rates (Note 19) which expose the Group to cash flow interest rate risk. Management monitors the impact of changes in market interest rates on borrowing costs in respect of these liabilities. Based on this analysis, management considers the potential impact of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. The Group\u2019s operating cash flows are substantially independent of changes in market interest rates.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page66-cflshid_31981-tag12012661": { "value": "
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group\u2019s major financial assets, and which are subject to the IFRS 9 expected credit loss model.
The Group\u2019s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Financial assets measured at amortised cost:
Trade and other receivables (Note 12)
2,255,448
3,359,961
812,051
1,189,142
Cash and cash equivalents (Note 13)
1,984,159
13,247,505
659,674
13,172,811
4,239,607
16,607,466
1,471,725
14,361,953
The Group is not exposed to significant credit risk in respect of debt securities which comprise Malta Government Securities listed on the Malta Stock Exchange (Note 10) taking into account the level of such investments. Accordingly, the expected credit loss is deemed to be insignificant.
The Group\u2019s exposures to credit risk are analysed in the statement of financial position and in the respective notes to the Financial Statements. The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect except as outlined below.
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group\u2019s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC-related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers, taking into account financial position, past experience and other factors. With respect to HVAC-related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management also considers any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
2.Financial risk management - continued
(b)Credit risk - continued
The closing credit loss allowances for trade and other receivables as at 31 December 2025 were \u20ac57,000 (2024: \u20ac57,000).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss was also insignificant.
The Company\u2019s receivables include amounts owed by joint venture and other related parties arising from transactions with these entities. The Company monitors intra-group credit exposures at individual entity level and ensures timely performance in the context of overall group liquidity management.
As at the end of the financial reporting period, the Group had no significant past due or credit impaired financial assets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAllowanceForCreditLossesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page66-cflshid_31981-tag12012660": { "value": "
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group\u2019s major financial assets, and which are subject to the IFRS 9 expected credit loss model.
The Group\u2019s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Financial assets measured at amortised cost:
Trade and other receivables (Note 12)
2,255,448
3,359,961
812,051
1,189,142
Cash and cash equivalents (Note 13)
1,984,159
13,247,505
659,674
13,172,811
4,239,607
16,607,466
1,471,725
14,361,953
The Group is not exposed to significant credit risk in respect of debt securities which comprise Malta Government Securities listed on the Malta Stock Exchange (Note 10) taking into account the level of such investments. Accordingly, the expected credit loss is deemed to be insignificant.
The Group\u2019s exposures to credit risk are analysed in the statement of financial position and in the respective notes to the Financial Statements. The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect except as outlined below.
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group\u2019s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC-related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers, taking into account financial position, past experience and other factors. With respect to HVAC-related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management also considers any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The closing credit loss allowances for trade and other receivables as at 31 December 2025 were \u20ac57,000 (2024: \u20ac57,000).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss was also insignificant.
The Company\u2019s receivables include amounts owed by joint venture and other related parties arising from transactions with these entities. The Company monitors intra-group credit exposures at individual entity level and ensures timely performance in the context of overall group liquidity management.
As at the end of the financial reporting period, the Group had no significant past due or credit impaired financial assets. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page66-cflshid_31981-tag12012657": { "value": "
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group\u2019s major financial assets, and which are subject to the IFRS 9 expected credit loss model.
The Group\u2019s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Financial assets measured at amortised cost:
Trade and other receivables (Note 12)
2,255,448
3,359,961
812,051
1,189,142
Cash and cash equivalents (Note 13)
1,984,159
13,247,505
659,674
13,172,811
4,239,607
16,607,466
1,471,725
14,361,953
The Group is not exposed to significant credit risk in respect of debt securities which comprise Malta Government Securities listed on the Malta Stock Exchange (Note 10) taking into account the level of such investments. Accordingly, the expected credit loss is deemed to be insignificant.
The Group\u2019s exposures to credit risk are analysed in the statement of financial position and in the respective notes to the Financial Statements. The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect except as outlined below.
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group\u2019s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC-related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers, taking into account financial position, past experience and other factors. With respect to HVAC-related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management also considers any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The closing credit loss allowances for trade and other receivables as at 31 December 2025 were \u20ac57,000 (2024: \u20ac57,000).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss was also insignificant.
The Company\u2019s receivables include amounts owed by joint venture and other related parties arising from transactions with these entities. The Company monitors intra-group credit exposures at individual entity level and ensures timely performance in the context of overall group liquidity management.
As at the end of the financial reporting period, the Group had no significant past due or credit impaired financial assets. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCollateralExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page67-cflshid_32559-tag12012662": { "value": "
(c)Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally trade and other payables, borrowings and lease liabilities (refer to Notes 18, 19 and 20). One of the Group\u2019s principal liabilities consists of the liability towards the Government in respect of the temporary emphyteusis, which comprises cash payments and obligations through the performance of restoration and infrastructural works at Manoel Island and Tign\u00e9 Point. The matters highlighted within Note 1.1.1 have impacted the Group\u2019s liquidity management process.
Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group\u2019s obligations. The Group\u2019s liquidity risk is managed actively by management. Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash flows from development and operation of the different phases of the project at Tign\u00e9 Point and Manoel Island, when applicable. This includes reviewing the matching or otherwise of expected cash inflows and outflows arising from expected maturities of financial instruments, including specific funding in relation to the distinct project phases.
The Group reviews on a periodic basis its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments, also taking cognisance of the prevailing circumstances and the matters described in Notes 1.1.1 and 1.1.2.
The Group has assessed its financial requirements beyond the current period to 31 December 2026, particularly in light of its bond redemption scheduled for July 2026, which the Group anticipates to be in a position to repay from the liquidity generated from the sale of property, including Q3, and the compensation receivable from Government upon signing of the Settlement Deed. Bank borrowings, which are intrinsically linked to the Q3 project, will be settled through proceeds from the Q3 project. Liquidity risk is not deemed significant in the opinion of the Directors, taking into account the short-term funding arrangements referred to together with the Group\u2019s long-term liquidity management programme. More details are disclosed in Note 1.1.1 in this respect.
The Group\u2019s trade and other payables (Note 18), including the liability towards the Government and payments received on account are principally repayable within one year from the end of the reporting period. Payments received on account under promise of sale agreements do not give rise to cash outflows but would be utilised upon delivery of the related apartments in the expected time periods.
(c) Liquidity risk - continued
The table below analyses the Group\u2019s principal financial liabilities giving rise to cash outflows into relevant maturity groupings based on the remaining period at year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. In relation to the amounts payable to Government as at 31 December 2024, amounts which at that time were to be satisfied through the performance of restoration works on major historical sites and the construction of public infrastructure works have been included in the table below.
As referred to previously in Note 1.1.1, the amounts due to the Government of Malta as at 31 December 2025 will be extinguished by virtue of the Settlement Deed, which following the approval at the Extraordinary General Meeting, will be entered into, and which, amongst other things will have the effect of reversion of Manoel Island and Fort Tigne back to the Government of Malta, the extinguishment of the amounts payable to Government and the receipt by the Group of the net reimbursement amount of \u20ac42.7m.
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Group
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2025
Bank borrowings
17,895,423
-
-
-
17,895,423
4% secured euro bonds
2026
52,000,000
-
-
-
52,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
40,976
49,028
147,085
3,735,685
3,972,774
Other non-current liabilities
39,808
17,559
61,954
27,989
147,310
At 31 December 2024
Bank borrowings
334,229
8,106,992
-
-
8,441,221
4% secured euro bonds
2026
2,000,000
52,000,000
-
-
54,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
1,308,991
1,022,649
3,436,102
88,479,621
94,247,363
Other non-current liabilities
16,864
39,808
78,736
28,765
164,173
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Company
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2025
Bank borrowings
17,895,423
-
-
-
17,895,423
4% secured euro bonds
2026
52,000,000
-
-
-
52,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
39,553
45,900
137,700
3,497,312
3,720,465
Other non-current liabilities
30,900
-
-
-
30,900
2.Financial risk management - continued
(c) Liquidity risk - continued
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Company
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
At 31 December 2024
Bank borrowings
334,229
8,106,992
-
-
8,441,221
4% secured euro bonds
2026
2,000,000
52,000,000
-
-
54,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
1,308,991
1,022,649
3,436,102
88,479,621
94,247,363
Other non-current liabilities
16,864
39,808
78,736
28,765
164,173
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page69-cflshid_33877-tag12012735": { "value": "
2.2 Capital risk management
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (as shown in the statement of financial position) less cash and cash equivalents, other term placements with banks and debt investments. Total capital is calculated as equity, as shown in the statement of financial position, plus net debt.
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Total borrowings (Note 19)
67,104,009
59,752,376
67,104,009
59,752,376
Less:
- Cash and cash equivalents (Note 13)
(1,984,159)
(13,247,505)
(659,674)
(13,172,811)
- Financial investments (Note 10)
(246,462)
(254,548)
(246,462)
(254,548)
Net debt
64,873,388
46,250,323
66,197,873
46,325,017
Total equity
51,462,713
93,386,383
26,817,308
69,494,638
Total capital
116,336,101
139,636,706
93,015,181
115,819,655
Gearing ratio
55.8%
33.1%
71.2%
40.0%
The Group manages the relationship between equity from shareholders and borrowings, being the constituent elements of capital, as reflected above with a view to managing the cost of capital. The Group maintains its level of capital by reference to its financial obligations and commitments arising from operational and financing requirements in relation to the different phases of the development project, where deemed applicable.
68
2.2 Capital risk management - continued
The Group\u2019s projected equity levels are being assessed in the context of the future business activities of the Group taking cognisance of the developments and events referred to in Note 1.1.1, focusing on the relationship between the amount of borrowings and shareholders\u2019 equity. As outlined previously within Note 1.1.1, due to arrangements in place with the Government of Malta, by virtue of the eventual Settlement Deed with the Government of Malta, the Group will be in a position to extinguish the amount payable to the Government of Malta in respect of Manoel Island, repay its bond liabilities and also the Bank borrowings upon the delivery of the Q3 project. Hence the Group\u2019s major liabilities will be settled and no future long-term funding will be required for the restructured business activities going forward.
In view of the Group\u2019s activities comprised within its liquidity and capital management programmes referred to above, the stage of the Group\u2019s business activities going forward and the extent of projected borrowings or financing required, the capital level as at the end of the financial reporting period is currently deemed adequate by the Directors.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page71-cflshid_35137-tag12012663": { "value": "Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the Directors, the accounting estimates and judgements made in the course of preparing these Financial Statements are not subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.
As referred to in Note 7 to the financial statements, specific elements of the Group\u2019s and Company\u2019s investment property are fair valued on the basis of valuation techniques. The Group\u2019s inventories \u2013 development project (Note 11) are carried at the lower of cost and net realisable value, where the latter is deemed relevant. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page71-cflshid_35270-tag12012664": { "value": "Activities of the Group \u2013 segment information
MIDI had entered into a 99-year emphyteutical grant with the Government of Malta on 15 June 2000 for the development of the Manoel Island and Tign\u00e9 Point project.
As referred to previously in Note 1.1.1 - Developments during 2025 and after the end of the reporting period, in June 2025, Government withdrew its support for the Manoel Island project and the Board concluded that, given the change of stance of Government, a development of this scale and complexity would not succeed without the active support of Government. By virtue of the Settlement Deed, which will be entered into following approval at the Extraordinary General Meeting, Manoel Island and Fort Tigne will revert back to the Government, and the business of the Group will be modified accordingly.
During the years ended 31 December 2025 and 2024, the Group had two operating segments:
\uf0b7development and sale of property, which comprises primarily the construction and sale of residential units within Tign\u00e9 Point and up until June 2025, the Manoel Island Project; and
\uf0b7property rental and management, which involves the leasing and management of retail space at Pjazza Tign\u00e9 and the catering units situated at the Foreshore as well as car park operations, services pertaining to HVAC and building technology services.
The Board of Directors assesses the performance of the segments on the basis of segment operating results, before financing costs and tax impact. The financial information for the reportable segments in relation to the years ended 31 December 2025 and 2024, is as follows:
Development and sale
Property rental and
of property
management
Group
2025
2024
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
\u20ac
Segment revenue
26,000
128,000
3,385,726
3,217,422
3,411,726
3,345,422
Segment results
operating (loss)/profit
(30,627,076)
(3,538,795)
(10,741,647)
624,103
(41,368,723)
(2,914,692)
Segment total assets
150,318,289
175,605,144
28,700,422
41,256,396
179,018,711
216,861,540
Segment total liabilities
130,522,276
135,215,273
27,687,083
30,075,237
158,209,359
165,290,510
A reconciliation of segment total assets and liabilities, to the amounts presented in the consolidated financial statements, is as follows:
Group
2025
2024
\u20ac
\u20ac
Total assets
Total assets for reportable segments
179,018,711
216,861,540
Unallocated items
30,653,361
41,815,353
Consolidated total assets
209,672,072
258,676,893
Total liabilities
Total liabilities for reportable segments
158,209,359
165,290,510
Consolidated total liabilities
158,209,359
165,290,510
The Group\u2019s revenues are derived from operations carried out principally in Malta. Considering the nature of the Group\u2019s activities, its non-current assets are predominantly located in Malta.
In 2025, the Group generated revenue amounting to \u20ac657,726 and \u20ac444,462 from two customers representing 20% and 14% of the Group\u2019s revenue respectively which are attributable to the property rental and management segment. In 2024, the Group generated revenue amounting to \u20ac598,734 and \u20ac442,625 from two customers representing 18% and 13% of the Group\u2019s revenue respectively which are attributable to the property rental and management segment.
Other disclosures in terms of the requirement of IFRS 8, \u2018Operating Segments\u2019 were not deemed necessary in the context of the amounts disclosed in the table above and the nature of such requirements, taking into account the business of the respective segment.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page71-cflshid_35273-tag12012665": { "value": "Operating segments are reported in a manner consistent with the Group\u2019s own internal reporting.An operating segment is a component of the Group 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 Group\u2019s other components, and for which discrete financial information is available. An operating segment\u2019s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the chief operating decision-maker (CODM)", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page73-cflshid_36189-tag12012736": { "value": "
5.Property, plant and equipment
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
\u20ac
\u20ac
\u20ac
\u20ac
Group
At 1 January 2024
Cost
1,376,582
7,971,536
2,250,464
11,598,582
Accumulated depreciation and
impairment losses
(651,900)
(6,932,264)
(2,097,816)
(9,681,980)
Net book amount
724,682
1,039,272
152,648
1,916,602
Year ended 31 December 2024
Opening net book amount
724,682
1,039,272
152,648
1,916,602
Additions
-
24,200
17,811
42,011
Depreciation charge
(8,878)
(190,022)
(38,010)
(236,910)
Closing net book amount
715,804
873,450
132,449
1,721,703
At 31 December 2024
Cost
1,376,582
7,995,736
2,268,275
11,640,593
Accumulated depreciation and
impairment losses
(660,778)
(7,122,286)
(2,135,826)
(9,918,890)
Net book amount
715,804
873,450
132,449
1,721,703
Year ended 31 December 2025
Opening net book amount
715,804
873,450
132,449
1,721,703
Additions
-
13,452
5,969
19,421
Impairment loss
(706,926)
(428,000)
-
(1,134,926)
Disposals
-
-
(24,500)
(24,500)
Depreciation charge
(8,878)
(170,651)
(25,749)
(205,278)
Depreciation released on disposals
-
-
2,450
2,450
Closing net book amount
-
288,251
90,619
378,870
At 31 December 2025
Cost
1,376,582
8,009,188
2,249,744
11,635,514
Accumulated depreciation,
and impairment losses
(1,376,582)
(7,720,937)
(2,159,125)
(11,256,644)
Net book amount
-
288,251
90,619
378,870
As previously noted in Note 1.1.1 - Developments during 2025 and after the end of the reporting period, pursuant to the Settlement Deed which will be entered into between the Government of Malta and the Group, following the approval at the Extraordinary General Meeting, the Group will no longer be in a position to continue occupying the premises located on Manoel Island in view of the reversion of Manoel Island to the Government. These premises, which prior to the dispute with Government served as the Group\u2019s offices, had been recognised in these financial statements under land and buildings. The Directors resolved to write down the carrying amount of this asset to its nil recoverable amount by recognising an impairment charge, which has been reflected in both the Group\u2019s consolidated income statement and the Company\u2019s separate income statement.
The Directors had assessed the fair value of the land and buildings at 31 December 2024, which fair value was deemed to fairly approximate the carrying amounts. No adjustments to carrying amounts had been recognised in respect of the property since initial recognition, taking cognisance of the nature and use of the property in the conditions prevailing at the time.
Plant and integral assets represent the investment in an HVAC plant. As at 31 December 2025, the Directors reviewed the estimated recoverable amount of the Group\u2019s plant and equipment and recognised an impairment charge of \u20ac428,000 in respect of the HVAC plant, reflecting its value in use. The value in use is estimated on the basis of average annual net operating cash inflows of \u20ac100,000 and a discount rate of 8%.
Hence, the Group\u2019s land and buildings are stated at amounts which are equivalent to those presented on the historical cost basis, as follows:
2025
2024
\u20ac
\u20ac
Cost
1,376,582
1,376,582
Accumulated depreciation and impairment losses
(1,376,582)
(660,778)
Net book amount
-
715,804
Group borrowings are secured on the Group\u2019s property, plant and equipment (Note 19).
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
\u20ac
\u20ac
\u20ac
\u20ac
Company
At 1 January 2024
Cost
1,376,582
7,971,536
1,055,461
10,403,579
Accumulated depreciation and
impairment losses
(651,900)
(6,932,264)
(1,037,910)
(8,622,074)
Net book amount
724,682
1,039,272
17,551
1,781,505
Year ended 31 December 2024
Opening net book amount
724,682
1,039,272
17,551
1,781,505
Additions
-
24,200
8,729
32,929
Depreciation charge
(8,878)
(190,022)
(7,043)
(205,943)
Closing net book amount
715,804
873,450
19,237
1,608,491
At 31 December 2024
Cost
1,376,582
7,995,736
1,064,190
10,436,508
Accumulated depreciation and
impairment losses
(660,778)
(7,122,286)
(1,044,953)
(8,828,017)
Net book amount
715,804
873,450
19,237
1,608,491
73
5.Property, plant and equipment - continued
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
\u20ac
\u20ac
\u20ac
\u20ac
At 1 January 2025
Cost
1,376,582
7,995,736
1,064,190
10,436,508
Accumulated depreciation and
impairment losses
(660,778)
(7,122,286)
(1,044,953)
(8,828,017)
Net book amount
715,804
873,450
19,237
1,608,491
Year ended 31 December 2025
Opening net book amount
715,804
873,450
19,237
1,608,491
Additions
-
13,452
-
13,452
Impairment loss
(706,926)
(428,000)
-
(1,134,926)
Depreciation charge
(8,878)
(170,651)
(4,543)
(184,072)
Closing net book amount
-
288,251
14,694
302,945
At 31 December 2025
Cost
1,376,582
8,009,188
1,064,190
10,449,960
Accumulated depreciation,
and impairment losses
(1,376,582)
(7,720,937)
(1,049,496)
(10,147,015)
Net book amount
-
288,251
14,694
302,945
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page75-cflshid_38302-tag12012666": { "value": "Right-of-use assets
The Group recognised lease liabilities and right-of-use assets in relation to future ground rent payable to the Government of Malta under the terms of the emphyteutical deed attributable to land at Manoel Island and Tign\u00e9 Point, acquired from the Government for the purposes of the development project by virtue of a 99-year emphyteutical grant entered into on 15 June 2000 (Note 11), which ground rent is deemed to be within scope of IFRS 16. These liabilities were measured at the present value of the remaining lease payments, discounted using the interest rate implicit in the lease arrangement. The discount rate applied to the lease liabilities was 7.75%, which is the rate emanating from the deed for the acquisition of the land on title of temporary emphyteusis, entered into with the Government.
Ground rent payable by the Group in respect of which right-of-use assets and lease liabilities have been recognised, covers land and property which is classified as Investment Property or Inventories \u2013 Development project.
Ground rent payable in respect of portions of property which are classified as investment property gives rise to right-of-use assets attributable to investment property, which meet the definition of investment property. Ground rent payable in respect of portions of property which are categorised as inventories gives rise to right-of-use assets attributable to inventories.
74
6.Right-of-use assets - continued
Inventories -
Investment
Development
property
project
Total
\u20ac
\u20ac
\u20ac
Group and Company
At 1 January 2024
Cost
1,245,056
11,793,319
13,038,375
Accumulated depreciation
-
(723,947)
(723,947)
Carrying amount
1,245,056
11,069,372
12,314,428
Year ended 31 December 2024
Opening carrying amount
1,245,056
11,069,372
12,314,428
Derecognition upon sale
-
(6,387)
(6,387)
Depreciation charge
-
(140,228)
(140,228)
Closing carrying amount
1,245,056
10,922,757
12,167,813
Inventories -
Group
Investment
Development
property
project
Total
\u20ac
\u20ac
\u20ac
At 31 December 2024
Cost
1,245,056
11,786,932
13,031,988
Accumulated depreciation
-
(864,175)
(864,175)
Carrying amount
1,245,056
10,922,757
12,167,813
Year ended 31 December 2025
Opening carrying amount
1,245,056
10,922,757
12,167,813
Derecognition due to adjustment to
-
(10,969,102)
(10,969,102)
carrying amount of inventories to reflect
realisable values
Derecognition due to fair value changes
on investment property reclassified as
held for sale
(498,585)
-
(498,585)
Other adjustments
(664,526)
664,526
-
Depreciation charge
-
(148,709)
(148,709)
Closing carrying amount
81,945
469,472
551,417
At 31 December 2025
Cost
81,945
538,212
620,157
Accumulated depreciation
-
(68,740)
(68,740)
Carrying amount
81,945
469,472
551,417
6.Right-of-use assets - continued
Investment
Inventories -
Company
property
Development project
Total
\u20ac
\u20ac
\u20ac
At 31 December 2024
Cost
1,245,056
11,786,932
13,031,988
Accumulated depreciation
-
(864,175)
(864,175)
Carrying amount
1,245,056
10,922,757
12,167,813
Year ended 31 December 2025
Opening carrying amount
1,245,056
10,922,757
12,167,813
Derecognition upon transfer
of properties to subsidiary
(472,006)
-
(472,006)
Derecognition due to adjustment to carrying amount
of inventories to reflect realisable value
(10,969,102)
(10,969,102)
Derecognition due to fair value changes on
investment property reclassified as held for sale
(72,784)
-
(72,784)
Other adjustments
(664,526)
664,526
-
Depreciation charge
-
(148,709)
(148,709)
Closing carrying amount
35,740
469,472
505,212
At 31 December 2025
Cost
35,740
538,212
573,952
Accumulated depreciation
-
(68,740)
(68,740)
Carrying amount
35,740
469,472
505,212
The Group reflects the depreciation charge on the right-of-use assets arising on property elements categorised as inventories and the finance costs on the related lease liabilities within the carrying amount of inventories through capitalisation of such amounts. As disclosed within Note 11, the depreciation charge on the right-of-use assets attributable to inventories, amounted to \u20ac148,709 for the year ended 31 December 2025 (2024: \u20ac140,228) and the interest expense on the related lease liabilities, amounted to \u20ac1,055,697 (2024: \u20ac1,046,348).
The fair value of the right-of-use assets attributable to investment property as at 31 December 2025 is fairly close to the carrying amount of the assets.
There were no additions to the right-of-use assets during the financial year ended 31 December 2025.
Upon the sale of property elements within Inventories to third parties, in line with the respective deed of sale, the ground rent attributable to the respective portion of the sold property becomes the burden of the new owner. Consequently, this gives rise to the derecognition of the related portion of the right-of-use asset recognised by the Company in respect of Inventories \u2013 Development project. The other adjustments refer to reclassifications of right-of-use assets between investment property and inventories, which have been accounted to align the right-of-use assets in line with the current use of specific elements of the Group\u2019s property.
In view of the adjustments to the carrying amounts of inventories attributable to Manoel Island and of specific investment properties including Fort Tign\u00e9 (refer to Note 1.1.1), the reversion of both Manoel Island and Fort Tign\u00e9 to the Government upon the signing of the Settlement Deed reflecting the rescission of the emphyteutical grant in this respect, and the active plans to dispose of specific investment properties, the right-of-use assets with carrying amounts as at 31 December 2025 of \u20ac11.0m and \u20ac0.5m on Inventories \u2013 Development project and Investment property respectively, attributable to Manoel Island and investment properties including Fort Tign\u00e9, as disclosed in the table above, and the corresponding lease liabilities (Note 20) have been derecognised.
Right-of-use assets - continued
The net impact of the derecognition of the right-of-use assets and the related lease liabilities has been presented in conjunction with the adjustments to the carrying amounts of inventories and investment property on the face of the statement of profit or loss to reflect the substance of the impacts of the Settlement Deed and implied arrangement with Government, and to reflect the impacts of the planned disposals.
20.Lease liabilities
The lease liabilities, in respect of the 99-year emphyteutical grant until 2099 (see Note 6), associated with the recognised right-of-use assets are analysed below:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Lease liabilities
Current
88,697
1,265,262
26,202
1,265,262
Non-current
657,122
15,439,575
657,122
15,439,575
745,819
16,704,837
683,324
16,704,837
20.Lease liabilities - continued
The movement in the carrying amount of the lease liabilities is analysed in the following table:
Inventories
Investment
development
property
project
Total
\u20ac
\u20ac
\u20ac
Group
At 1 January 2024
1,451,641
14,103,664
15,555,305
Derecognition upon sale (Note 6)
-
(6,387)
(6,387)
Interest charge
109,571
1,046,348
1,155,919
At 31 December 2024
1,561,212
15,143,625
16,704,837
At 1 January 2025
1,561,212
15,143,625
16,704,837
Derecognition due to adjustment to
carrying amount of inventories to reflect
realisable values (refer to Note 6)
(14,836,235)
(14,836,235)
Derecognition due to fair value changes
on investment property reclassified as held for sale
(674,360)
-
(674,359)
(refer to Note 6)
Other adjustments
(762,488)
762,488
-
Payments effected
(124,079)
(1,490,591)
(1,614,671)
Interest charge
110,550
1,055,697
1,166,247
At 31 December 2025
110,835
634,984
745,819
Company
At 1 January 2024
1,451,641
14,103,664
15,555,305
Derecognition upon sale (Note 6)
-
(6,387)
(6,387)
Interest charge
109,571
1,046,348
1,155,919
At 31 December 2024
1,561,212
15,143,625
16,704,837
At 1 January 2025
1,561,212
15,143,625
16,704,837
Derecognition upon transfer of
properties to subsidiary
(591,610)
-
(591,610)
Derecognition due to adjustment to
carrying amount of inventories to reflect
realisable values (refer to Note 6)
(14,836,235)
(14,836,235)
Derecognition due to fair value changes
on investment property reclassified as held for sale
(98,444)
-
(98,444)
(refer to Note 6)
Other adjustments
(762,488)
762,488
-
Payments effected
(124,080)
(1,490,591)
(1,614,671)
Interest charge
63,750
1,055,697
1,119,447
At 31 December 2025
48,340
634,984
683,324
The other adjustments refer to reclassifications of lease liabilities between investment property and inventories, which have been accounted to align the lease liabilities in line with the current use of specific elements of the Group\u2019s property.
20.Lease liabilities - continued
The income statements reflect the following amounts relating to leases:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest expense included in finance costs -
investment property (Note 27)
110,550
109,571
63,750
109,571
The interest expense on the lease liabilities, capitalised within inventories, amounted to \u20ac1,055,697 (2024: \u20ac1,046,348). The total cash payments for leases in 2025 were \u20ac1,614,671 (2024: nil).
34.Commitments
As at 31 December 2024, in addition to settling the liabilities associated with the purchase price of the land (see Note 18), the emphyteutical grant entered into with the Government provided for a series of development obligations relating to the contents of the project and the timescales over which it should be completed. Note 1.1.1 discloses the developments in respect of the project and the new arrangements in place with Government as a consequence of the settlement arrangement entered into by virtue of which Manoel Island and Fort Tigne will revert to Government. A reimbursement amount will be forwarded to the Group upon signing of the Settlement Deed and the amount payable to Government will be extinguished accordingly, reflecting the rescission of the emphyteutical grant in respect of Manoel Island and Fort Tigne.
As at 31 December 2025, the Group had outstanding contractual commitments for project development works for the approximate amount of \u20ac12.3 million (2024: \u20ac20.4 million), which includes the amounts disclosed in Note 36.
Operating lease commitments \u2013 where the Group/Company is the lessor
The future minimum lease payments receivable under non-cancellable operating leases, which are primarily entered into by the Company in relation to rental operations, are as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Not later than 1 year
1,536,059
1,596,443
637,928
1,596,443
Later than 1 year and not later
than 5 years
2,275,247
2,063,731
437,483
2,063,731
Over 5 years
64,823
116,340
5,795
116,340
3,876,129
3,776,514
1,081,206
3,776,514
The operating lease agreements entered into by the Company typically run for a significant number of years. These contracts generally provide that the lease payments increase by a predetermined percentage every year, which increases have been reflected in the figures above. A number of these arrangements also provide for contingent rentals based on outlet turnover levels.
Operating lease commitments \u2013 where the Group/Company is the lessee
The future minimum lease payments payable under motor vehicle and other non-cancellable operating leases, subject to normal commercial terms and conditions, are as follows:
Group and Company
2025
2024
\u20ac
\u20ac
Not later than 1 year
6,797
6,797
Later than 1 year and not later than 5 years
5,664
12,461
12,461
19,258
The Group and Company have recognised right-of-use assets for leases, except for short-term and low-value leases, in accordance with the requirements of IFRS 16 (Note 6). The lease arrangements in place for motor vehicles fall within the definition of short-term leases for the purposes of IFRS 16.
Commitments - continued
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. Upon entering into the deed of sale in 2026, the Group will no longer be a lessor, and accordingly, the respective operating lease commitments will be extinguished.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page78-cflshid_39875-tag12012751": { "value": "
7.Investment property
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
36,231,697
36,231,697
36,231,697
36,231,697
Transfer to subsidiary
-
-
(34,136,255)
-
Fair value changes on investment
property
(10,039,600)
-
-
-
Reclassification to non-current assets
classified as held for sale
(22,555,923)
-
(1,980,923)
-
Closing carrying amount
3,636,174
36,231,697
114,519
36,231,697
Year ended 31 December
Investment property
3,636,174
36,231,697
114,519
36,231,697
Non-current assets
classified as held for sale
22,555,923
-
1,980,923
-
Carrying amount
26,192,097
36,231,697
2,095,442
36,231,697
At 1 January and at 31 December
Cost
23,444,232
32,430,558
1,875,605
32,430,558
Fair value gains
2,747,865
3,801,139
219,837
3,801,139
Carrying amount
26,192,097
36,231,697
2,095,442
36,231,697
By virtue of a public deed dated 9 July 2025, the Company transferred specific investment properties forming part of the Tign\u00e9 Point development to its subsidiary, T14 Investments Limited, by way of a non-cash capital contribution. No consideration was received by the Company, and the transaction resulted in a corresponding increase in the Company\u2019s investment in subsidiary (Note\u202f8).
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. The Group sounded the market in connection with the potential sale of these investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the dispute with Government, which inevitably weakened its negotiating stance, as well as the urgency to conclude the sale process created by the impending maturity of the Bonds. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate, that is being affected by a marked increase in the supply of commercial properties in recent years.
7.Investment property - continued
The carrying amount of the Group\u2019s investment property as at 31 December 2025 has been adjusted to reflect the offers that were received for the properties that the Group has placed on the market, with a view to immediate sale. The Group has entered into promise of sale agreements in respect of certain property elements. Net fair value losses of \u20ac9.9 million have been reflected in profit or loss in respect of the carrying amount of investment property.
These losses comprise the net credit impact of the derecognition of the right-of-use assets and corresponding lease liabilities (see Notes 6 and 20) attributable to the specific investment properties, which have been reclassified to non-current assets classified as held for sale, in respect of which fair value losses have been registered. The settlement deed will enable the Group to conclude the sale of these assets, a number of which are already subject to a promise of sale agreement as highlighted.
In view of the promises of sale entered into by the Group and the planned disposal of specific investment properties, the Group has reclassified these specific investment properties as non-current assets classified as held for sale under the requirements of IFRS 5.
\u00a0
Rental income from investment property is disclosed in Note 4, presented as segment revenue attributable to the property rental and management segment.
Fair valuation of property as at 31 December 2024
All the recurring property fair value measurements at 31 December 2024 used significant unobservable inputs and were accordingly categorised within Level 3 of the fair valuation hierarchy.
At the end of the preceding reporting period management updated internally developed valuation models which were based on the discounted cash flow and comparable sales value approaches, for the purpose of ascertaining whether the carrying amount of the key components within the Group\u2019s property portfolio were significantly different from estimated fair values.
As at 31 December 2024, the valuation of the public car parking was performed using the sales comparison approach. The significant input to this approach was a sales price per car space related to transactions in comparable properties located in proximity to the Company\u2019s property.
As at 31 December 2024, the valuation of the property elements rented out for retail and other commercial business purposes, was based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms.
The fair value of the other investment properties was determined on the basis of a sales price per square metre, by reference to the sales value of comparable properties within close proximity. This value was adjusted taking into consideration the permits, ancillary facilities in the close proximity of the property and existing commitments.
No adjustment to the overall carrying amount of the investment property portfolio was deemed necessary at the end of the 2024 reporting period.
7.Investment property - continued
The information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation models as at 31 December 2024 is included below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Public car park
18,204,518
Sales comparison
Sales price per car space
space
approach
of \u20ac30,000
Property used for
16,046,256
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac876,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
Other property
1,980,923
Sales comparison
Average sales price per
approach
square metre of \u20ac1,429
Fair valuation of property as at 31 December 2025
The fair value of the investment property as at 31\u202fDecember\u202f2025 was adjusted to reflect the impacts of the Group\u2019s disposal process commenced during the year, taking into account the offers received and the promise of sale agreements actually entered into.
The carrying amounts of the public car park space at \u20ac10,875,000 and of the property used for retail and other commercial business at \u20ac9,700,000 reflect the adjustments necessary to take into account the terms of promise of sale agreements or non-binding offers received.
No adjustments were effected to the carrying amount of the Other property referred to in the table above, taking cognisance of the terms of the Settlement Deed.
With respect to the remaining commercial property which the Group still intends to hold, the valuation is based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms. In this respect, the information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation model as at 31 December 2025 is included in the table below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Property used for
3,522,000
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac176,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
In relation to the property referred to within the table above, the higher the projected rental income streams and the growth rate, the higher the valuation. The inverse applies for changes in the discount rate. Group borrowings are secured on the Group\u2019s investment property (Note 19).
", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page78-cflshid_39875-tag12012737": { "value": "
7.Investment property
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
36,231,697
36,231,697
36,231,697
36,231,697
Transfer to subsidiary
-
-
(34,136,255)
-
Fair value changes on investment
property
(10,039,600)
-
-
-
Reclassification to non-current assets
classified as held for sale
(22,555,923)
-
(1,980,923)
-
Closing carrying amount
3,636,174
36,231,697
114,519
36,231,697
Year ended 31 December
Investment property
3,636,174
36,231,697
114,519
36,231,697
Non-current assets
classified as held for sale
22,555,923
-
1,980,923
-
Carrying amount
26,192,097
36,231,697
2,095,442
36,231,697
At 1 January and at 31 December
Cost
23,444,232
32,430,558
1,875,605
32,430,558
Fair value gains
2,747,865
3,801,139
219,837
3,801,139
Carrying amount
26,192,097
36,231,697
2,095,442
36,231,697
By virtue of a public deed dated 9 July 2025, the Company transferred specific investment properties forming part of the Tign\u00e9 Point development to its subsidiary, T14 Investments Limited, by way of a non-cash capital contribution. No consideration was received by the Company, and the transaction resulted in a corresponding increase in the Company\u2019s investment in subsidiary (Note\u202f8).
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. The Group sounded the market in connection with the potential sale of these investment properties. As already publicly disclosed by the Board, the conditions for the Group negotiating these sales were far from ideal due to the public nature of the dispute with Government, which inevitably weakened its negotiating stance, as well as the urgency to conclude the sale process created by the impending maturity of the Bonds. At a more macro level, the negotiations have also been impacted by the conditions in the local market for commercial real estate, that is being affected by a marked increase in the supply of commercial properties in recent years.
Investment property - continued
The carrying amount of the Group\u2019s investment property as at 31 December 2025 has been adjusted to reflect the offers that were received for the properties that the Group has placed on the market, with a view to immediate sale. The Group has entered into promise of sale agreements in respect of certain property elements. Net fair value losses of \u20ac9.9 million have been reflected in profit or loss in respect of the carrying amount of investment property.
These losses comprise the net credit impact of the derecognition of the right-of-use assets and corresponding lease liabilities (see Notes 6 and 20) attributable to the specific investment properties, which have been reclassified to non-current assets classified as held for sale, in respect of which fair value losses have been registered. The settlement deed will enable the Group to conclude the sale of these assets, a number of which are already subject to a promise of sale agreement as highlighted.
In view of the promises of sale entered into by the Group and the planned disposal of specific investment properties, the Group has reclassified these specific investment properties as non-current assets classified as held for sale under the requirements of IFRS 5.
\u00a0
Rental income from investment property is disclosed in Note 4, presented as segment revenue attributable to the property rental and management segment.
Fair valuation of property as at 31 December 2024
All the recurring property fair value measurements at 31 December 2024 used significant unobservable inputs and were accordingly categorised within Level 3 of the fair valuation hierarchy.
At the end of the preceding reporting period management updated internally developed valuation models which were based on the discounted cash flow and comparable sales value approaches, for the purpose of ascertaining whether the carrying amount of the key components within the Group\u2019s property portfolio were significantly different from estimated fair values.
As at 31 December 2024, the valuation of the public car parking was performed using the sales comparison approach. The significant input to this approach was a sales price per car space related to transactions in comparable properties located in proximity to the Company\u2019s property.
As at 31 December 2024, the valuation of the property elements rented out for retail and other commercial business purposes, was based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms.
The fair value of the other investment properties was determined on the basis of a sales price per square metre, by reference to the sales value of comparable properties within close proximity. This value was adjusted taking into consideration the permits, ancillary facilities in the close proximity of the property and existing commitments.
No adjustment to the overall carrying amount of the investment property portfolio was deemed necessary at the end of the 2024 reporting period.
7.Investment property - continued
The information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation models as at 31 December 2024 is included below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Public car park
18,204,518
Sales comparison
Sales price per car space
space
approach
of \u20ac30,000
Property used for
16,046,256
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac876,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
Other property
1,980,923
Sales comparison
Average sales price per
approach
square metre of \u20ac1,429
Fair valuation of property as at 31 December 2025
The fair value of the investment property as at 31\u202fDecember\u202f2025 was adjusted to reflect the impacts of the Group\u2019s disposal process commenced during the year, taking into account the offers received and the promise of sale agreements actually entered into.
The carrying amounts of the public car park space at \u20ac10,875,000 and of the property used for retail and other commercial business at \u20ac9,700,000 reflect the adjustments necessary to take into account the terms of promise of sale agreements or non-binding offers received.
No adjustments were effected to the carrying amount of the Other property referred to in the table above, taking cognisance of the terms of the Settlement Deed.
With respect to the remaining commercial property which the Group still intends to hold, the valuation is based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms. In this respect, the information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation model as at 31 December 2025 is included in the table below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Property used for
3,522,000
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac176,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
In relation to the property referred to within the table above, the higher the projected rental income streams and the growth rate, the higher the valuation. The inverse applies for changes in the discount rate. Group borrowings are secured on the Group\u2019s investment property (Note 19).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentPropertyExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page80-cflshid_40994-tag12012667": { "value": "
Fair valuation of property as at 31 December 2025
The fair value of the investment property as at 31\u202fDecember\u202f2025 was adjusted to reflect the impacts of the Group\u2019s disposal process commenced during the year, taking into account the offers received and the promise of sale agreements actually entered into.
The carrying amounts of the public car park space at \u20ac10,875,000 and of the property used for retail and other commercial business at \u20ac9,700,000 reflect the adjustments necessary to take into account the terms of promise of sale agreements or non-binding offers received.
No adjustments were effected to the carrying amount of the Other property referred to in the table above, taking cognisance of the terms of the Settlement Deed.
With respect to the remaining commercial property which the Group still intends to hold, the valuation is based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms. In this respect, the information on the significant unobservable inputs (Level 3) utilised within the Company\u2019s internal valuation model as at 31 December 2025 is included in the table below.
Description by
Fair value as at
Valuation
Significant
class of property
31 December 2024
technique
unobservable input
\u20ac
Property used for
3,522,000
Discounted cash
Aggregate average rental
retail and other
flows
income of circa \u20ac176,000,
commercial
growth rate of circa 3%
business
and discount rate which has been assumed to be
in the region of 7.5%
In relation to the property referred to within the table above, the higher the projected rental income streams and the growth rate, the higher the valuation. The inverse applies for changes in the discount rate. Group borrowings are secured on the Group\u2019s investment property (Note 19).
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page81-cflshid_41516-tag12013030": { "value": "
8.Investments in subsidiaries
Company
2025
2024
\u20ac
\u20ac
Cost and carrying amount
At beginning of the year
11,709,316
11,709,316
Additions
1,200
-
Transfer of property to subsidiary by way of capital contribution
34,136,255
-
Impairment charge
(8,553,380)
-
At end of year
37,293,391
11,709,316
The subsidiaries at 31 December, whose results and financial position affected the figures of the Group, are shown below:
Percentage of
shares (and
Registered
Class of
voting rights
Group undertaking
office
shares held
held)
2025
2024
Tign\u00e9 Contracting Limited
North Shore,
Manoel Island,
Gzira, Malta
Ordinary shares
99.9%
99.9%
T14 Investments Limited
North Shore,
Manoel Island,
Gzira, Malta
Ordinary shares
99.9%
99.9%
Manoel Island
North Shore,
Investments Limited
Manoel Island,
Gzira, Malta
Ordinary shares
100%
-
During 2025, the Company incorporated a new subsidiary, Manoel Investments Limited, a company registered in Malta, through an investment of \u20ac1,200.
As disclosed within Note\u202f7, during 2025 the Company transferred certain investment properties forming part of the Tign\u00e9 Point development to its subsidiary, T14 Investments Limited, by way of a non\u2011cash capital contribution. No consideration was received by the Company, and the transaction resulted in a corresponding increase of \u20ac34.1\u202fmillion in the Company\u2019s investment in subsidiary, as reflected in the table above.
In view of the developments relating to the planned disposal of specific investment properties referred to in Notes\u202f1.1.1 and\u202f7, the Group recognised fair value losses on the properties transferred by the Company to T14 Investments Limited. Accordingly, as at 31\u202fDecember\u202f2025, the carrying amount of the Company\u2019s investment in its subsidiary was written down by way of an impairment charge of \u20ac8.55 million so as to align this carrying amount to the underlying net asset value of T14 Investments Limited, which owns the properties that were subject to the fair value losses recognised within the Group\u2019s financial statements.
All shareholdings are held directly by MIDI p.l.c., to execute its group business as outlined in Note 4 also through these entities. The impact of the non-controlling interest in Tigne Contracting Limited and T14 Investments Limited on the Group\u2019s financial results and financial position is insignificant.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page82-cflshid_42003-tag12012670": { "value": "
9.Investment in joint venture
Group
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
27,437,668
28,095,459
Share of profit for the year
1,787,955
1,722,778
Share of other comprehensive income
(102,883)
(230,569)
Dividends receivable
(900,000)
(2,150,000)
Closing carrying amount
28,222,740
27,437,668
At 31 December
Cost
2,000,000
2,000,000
Share of profits and reserves
26,222,740
25,437,668
Carrying amount
28,222,740
27,437,668
The Group\u2019s shares in the joint venture represent:
Percentage
of shares (and
voting rights
Jointly controlled entity
Registered office
Class of shares held
held)
2025
2024
Mid Knight Holdings Limited
North Shore,
Ordinary shares
50%
50%
Manoel Island,
Gzira, Malta
The Group entered into a joint venture through T14 Investments Limited (a fully-owned subsidiary of MIDI p.l.c.) in Mid Knight Holdings Limited (the joint venture), which it jointly controls with Benny Holdings Limited. The principal business objective of Mid Knight Holdings Limited, which is not listed, was the development, management and administration of an office block and business centre on the T14 site located at Tign\u00e9 Point in Sliema, \u2018The Centre\u2019.
The Board of Mid Knight Holdings Limited commissioned an independent architect and civil engineer firm, QP, to prepare an open market valuation of its main asset, \u2018The Centre\u2019 as at 31 December 2025. The fair value of the property has been established by using a comparative approach, focusing on current selling prices and rental values of similar commercial properties in similar localities. In addition to the comparative approach, the fair value of the property is also assessed by reference to a Discounted Cash Flow approach, by considering the projected annual rental revenues and operating costs, applying a long-term growth rate and a discount rate to compute net present value. The jointly-controlled entity\u2019s management updates these discounted cash flow assessments on a yearly basis. The estimated fair value of the Temporary Utile Dominium of this property emanating from this assessment did not give rise to adjustments to the carrying amount of the property of Mid Knight Holdings Limited as at 31 December 2025.
The share of results accounted for in the Company\u2019s consolidated financial statements on the basis of the equity method of accounting, represents the share of profit of Mid Knight Holdings Limited principally arising from its rental operations and related property activities, and the share of other comprehensive income recognised by the jointly-controlled entity in respect of fair value changes of a derivative contract designated as a hedging instrument in a cash flow hedge.
The dividends declared by Mid Knight Holdings Limited are payable to T14 Investments Limited, a fully owned subsidiary of the Company. During 2025, the Directors of T14 Investments Limited declared a final dividend of \u20ac900,000 (2024: \u20ac2,150,000) to the Company. Further details are included in Note 29.
As at 31 December 2025, the Directors reviewed the estimated recoverable amount of the investment and no impairment indicators were identified.
Summarised financial information in respect of Mid Knight Holdings Limited is set out below:
Summarised balance sheet
2025
2024
\u20ac
\u20ac
Current assets
Cash and cash equivalents
1,878,830
2,771,229
Other current assets
594,629
287,977
Total current assets
2,473,459
3,059,206
Non-current assets
85,316,565
84,826,782
Current liabilities
Financial liabilities (excluding trade payables)
1,561,202
1,580,892
Other current liabilities
3,327,794
3,484,338
Total current liabilities
4,888,996
5,065,230
Non-current liabilities
Financial liabilities (excluding trade payables)
20,240,197
21,730,071
Other non-current liabilities
6,215,351
6,215,351
Total non-current liabilities
26,455,548
27,945,422
Net assets
56,445,480
54,875,336
Reconciliation to carrying amounts
Operating net assets
54,875,336
56,190,919
Profit for the year
3,575,910
3,445,555
Other comprehensive income
(205,766)
(461,138)
Dividends paid
(1,800,000)
(4,300,000)
Closing net assets
56,445,480
54,875,336
Group\u2019s share in %
50%
50%
Group\u2019s share in \u20ac
28,222,740
27,437,668
Carrying amount
28,222,740
27,437,668
Summarised statement of comprehensive income
Revenue
5,330,449
5,170,774
Cost of sales
67,648
64,737
Gain from disposal of investment property
-
2,806
Depreciation and amortisation
35,866
20,096
Interest expense
689,647
576,196
Income tax expense
828,951
977,610
Profit for the year
3,575,909
3,445,555
Summarised statement of comprehensive income - continued
2025
2024
\u20ac
\u20ac
Cash flow hedges:
Gains from changes in fair value of derivative instrument
87,619
77,730
Gains reclassified to profit or loss as reclassification adjustments
(293,385)
(538,868)
Other comprehensive income
(205,766)
(461,138)
Total comprehensive income
3,370,143
2,984,417
", "dimensions": { "concept": "ifrs-full:DisclosureOfConsolidatedAndSeparateFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page82-cflshid_42003-tag12012669": { "value": "
9.Investment in joint venture
Group
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
27,437,668
28,095,459
Share of profit for the year
1,787,955
1,722,778
Share of other comprehensive income
(102,883)
(230,569)
Dividends receivable
(900,000)
(2,150,000)
Closing carrying amount
28,222,740
27,437,668
At 31 December
Cost
2,000,000
2,000,000
Share of profits and reserves
26,222,740
25,437,668
Carrying amount
28,222,740
27,437,668
The Group\u2019s shares in the joint venture represent:
Percentage
of shares (and
voting rights
Jointly controlled entity
Registered office
Class of shares held
held)
2025
2024
Mid Knight Holdings Limited
North Shore,
Ordinary shares
50%
50%
Manoel Island,
Gzira, Malta
The Group entered into a joint venture through T14 Investments Limited (a fully-owned subsidiary of MIDI p.l.c.) in Mid Knight Holdings Limited (the joint venture), which it jointly controls with Benny Holdings Limited. The principal business objective of Mid Knight Holdings Limited, which is not listed, was the development, management and administration of an office block and business centre on the T14 site located at Tign\u00e9 Point in Sliema, \u2018The Centre\u2019.
The Board of Mid Knight Holdings Limited commissioned an independent architect and civil engineer firm, QP, to prepare an open market valuation of its main asset, \u2018The Centre\u2019 as at 31 December 2025. The fair value of the property has been established by using a comparative approach, focusing on current selling prices and rental values of similar commercial properties in similar localities. In addition to the comparative approach, the fair value of the property is also assessed by reference to a Discounted Cash Flow approach, by considering the projected annual rental revenues and operating costs, applying a long-term growth rate and a discount rate to compute net present value. The jointly-controlled entity\u2019s management updates these discounted cash flow assessments on a yearly basis. The estimated fair value of the Temporary Utile Dominium of this property emanating from this assessment did not give rise to adjustments to the carrying amount of the property of Mid Knight Holdings Limited as at 31 December 2025.
The share of results accounted for in the Company\u2019s consolidated financial statements on the basis of the equity method of accounting, represents the share of profit of Mid Knight Holdings Limited principally arising from its rental operations and related property activities, and the share of other comprehensive income recognised by the jointly-controlled entity in respect of fair value changes of a derivative contract designated as a hedging instrument in a cash flow hedge.
81
9.Investment in joint venture - continued
The dividends declared by Mid Knight Holdings Limited are payable to T14 Investments Limited, a fully owned subsidiary of the Company. During 2025, the Directors of T14 Investments Limited declared a final dividend of \u20ac900,000 (2024: \u20ac2,150,000) to the Company. Further details are included in Note 29.
As at 31 December 2025, the Directors reviewed the estimated recoverable amount of the investment and no impairment indicators were identified.
Summarised financial information in respect of Mid Knight Holdings Limited is set out below:
Summarised balance sheet
2025
2024
\u20ac
\u20ac
Current assets
Cash and cash equivalents
1,878,830
2,771,229
Other current assets
594,629
287,977
Total current assets
2,473,459
3,059,206
Non-current assets
85,316,565
84,826,782
Current liabilities
Financial liabilities (excluding trade payables)
1,561,202
1,580,892
Other current liabilities
3,327,794
3,484,338
Total current liabilities
4,888,996
5,065,230
Non-current liabilities
Financial liabilities (excluding trade payables)
20,240,197
21,730,071
Other non-current liabilities
6,215,351
6,215,351
Total non-current liabilities
26,455,548
27,945,422
Net assets
56,445,480
54,875,336
Reconciliation to carrying amounts
Operating net assets
54,875,336
56,190,919
Profit for the year
3,575,910
3,445,555
Other comprehensive income
(205,766)
(461,138)
Dividends paid
(1,800,000)
(4,300,000)
Closing net assets
56,445,480
54,875,336
Group\u2019s share in %
50%
50%
Group\u2019s share in \u20ac
28,222,740
27,437,668
Carrying amount
28,222,740
27,437,668
Summarised statement of comprehensive income
Revenue
5,330,449
5,170,774
Cost of sales
67,648
64,737
Gain from disposal of investment property
-
2,806
Depreciation and amortisation
35,866
20,096
Interest expense
689,647
576,196
Income tax expense
828,951
977,610
Profit for the year
3,575,909
3,445,555
9.Investment in joint venture - continued
Summarised statement of comprehensive income - continued
2025
2024
\u20ac
\u20ac
Cash flow hedges:
Gains from changes in fair value of derivative instrument
87,619
77,730
Gains reclassified to profit or loss as reclassification adjustments
(293,385)
(538,868)
Other comprehensive income
(205,766)
(461,138)
Total comprehensive income
3,370,143
2,984,417
", "dimensions": { "concept": "ifrs-full:DisclosureOfJointVenturesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page82-cflshid_42003-tag12012668": { "value": "
9.Investment in joint venture
Group
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
27,437,668
28,095,459
Share of profit for the year
1,787,955
1,722,778
Share of other comprehensive income
(102,883)
(230,569)
Dividends receivable
(900,000)
(2,150,000)
Closing carrying amount
28,222,740
27,437,668
At 31 December
Cost
2,000,000
2,000,000
Share of profits and reserves
26,222,740
25,437,668
Carrying amount
28,222,740
27,437,668
The Group\u2019s shares in the joint venture represent:
Percentage
of shares (and
voting rights
Jointly controlled entity
Registered office
Class of shares held
held)
2025
2024
Mid Knight Holdings Limited
North Shore,
Ordinary shares
50%
50%
Manoel Island,
Gzira, Malta
The Group entered into a joint venture through T14 Investments Limited (a fully-owned subsidiary of MIDI p.l.c.) in Mid Knight Holdings Limited (the joint venture), which it jointly controls with Benny Holdings Limited. The principal business objective of Mid Knight Holdings Limited, which is not listed, was the development, management and administration of an office block and business centre on the T14 site located at Tign\u00e9 Point in Sliema, \u2018The Centre\u2019.
The Board of Mid Knight Holdings Limited commissioned an independent architect and civil engineer firm, QP, to prepare an open market valuation of its main asset, \u2018The Centre\u2019 as at 31 December 2025. The fair value of the property has been established by using a comparative approach, focusing on current selling prices and rental values of similar commercial properties in similar localities. In addition to the comparative approach, the fair value of the property is also assessed by reference to a Discounted Cash Flow approach, by considering the projected annual rental revenues and operating costs, applying a long-term growth rate and a discount rate to compute net present value. The jointly-controlled entity\u2019s management updates these discounted cash flow assessments on a yearly basis. The estimated fair value of the Temporary Utile Dominium of this property emanating from this assessment did not give rise to adjustments to the carrying amount of the property of Mid Knight Holdings Limited as at 31 December 2025.
The share of results accounted for in the Company\u2019s consolidated financial statements on the basis of the equity method of accounting, represents the share of profit of Mid Knight Holdings Limited principally arising from its rental operations and related property activities, and the share of other comprehensive income recognised by the jointly-controlled entity in respect of fair value changes of a derivative contract designated as a hedging instrument in a cash flow hedge.
9.Investment in joint venture - continued
The dividends declared by Mid Knight Holdings Limited are payable to T14 Investments Limited, a fully owned subsidiary of the Company. During 2025, the Directors of T14 Investments Limited declared a final dividend of \u20ac900,000 (2024: \u20ac2,150,000) to the Company. Further details are included in Note 29.
As at 31 December 2025, the Directors reviewed the estimated recoverable amount of the investment and no impairment indicators were identified.
Summarised financial information in respect of Mid Knight Holdings Limited is set out below:
Summarised balance sheet
2025
2024
\u20ac
\u20ac
Current assets
Cash and cash equivalents
1,878,830
2,771,229
Other current assets
594,629
287,977
Total current assets
2,473,459
3,059,206
Non-current assets
85,316,565
84,826,782
Current liabilities
Financial liabilities (excluding trade payables)
1,561,202
1,580,892
Other current liabilities
3,327,794
3,484,338
Total current liabilities
4,888,996
5,065,230
Non-current liabilities
Financial liabilities (excluding trade payables)
20,240,197
21,730,071
Other non-current liabilities
6,215,351
6,215,351
Total non-current liabilities
26,455,548
27,945,422
Net assets
56,445,480
54,875,336
Reconciliation to carrying amounts
Operating net assets
54,875,336
56,190,919
Profit for the year
3,575,910
3,445,555
Other comprehensive income
(205,766)
(461,138)
Dividends paid
(1,800,000)
(4,300,000)
Closing net assets
56,445,480
54,875,336
Group\u2019s share in %
50%
50%
Group\u2019s share in \u20ac
28,222,740
27,437,668
Carrying amount
28,222,740
27,437,668
Summarised statement of comprehensive income
Revenue
5,330,449
5,170,774
Cost of sales
67,648
64,737
Gain from disposal of investment property
-
2,806
Depreciation and amortisation
35,866
20,096
Interest expense
689,647
576,196
Income tax expense
828,951
977,610
Profit for the year
3,575,909
3,445,555
9.Investment in joint venture - continued
Summarised statement of comprehensive income - continued
2025
2024
\u20ac
\u20ac
Cash flow hedges:
Gains from changes in fair value of derivative instrument
87,619
77,730
Gains reclassified to profit or loss as reclassification adjustments
(293,385)
(538,868)
Other comprehensive income
(205,766)
(461,138)
Total comprehensive income
3,370,143
2,984,417
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page84-cflshid_43115-tag12012673": { "value": "
Group and Company
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
454,548
453,132
(Losses)/gains from changes in fair value (Note 16)
(8,086)
1,416
Closing carrying amount
446,462
454,548
At 31 December
Cost
432,040
432,040
Fair value gains (Note 16)
14,422
22,508
Carrying amount
446,462
454,548
The Group\u2019s financial investments which are measured at fair value through other comprehensive income, consist of equity investments and debt securities.
a)Equity investments amounting to \u20ac200,000 (2024: \u20ac200,000) represent an interest in an unlisted local private company, Manoel Island Yacht Yard Limited. This equity investment is not held for trading and the Group has irrevocably elected at initial recognition to recognise such investment in the category of financial assets measured at fair value through other comprehensive income.
At the end of the reporting period, the cost of these investments approximates fair value and no movements have been reflected directly in equity in other comprehensive income.
b)Debt securities with a cost amounting to \u20ac232,040 (2024: \u20ac232,040), comprise Malta Government securities listed on the Malta Stock Exchange which are subject to fixed rates of interest ranging from 4.5% to 5.2% and have maturity dates between 2028 and 2031. These investments have been classified at fair value through other comprehensive income, in view of the fact that the assets are held to collect contractual cash flows and to sell such assets. The fair value of the debt securities at the end of the reporting period, amounting to \u20ac246,462 (2024: \u20ac254,548), is based on the market value of the instruments as quoted on the Malta Stock Exchange. Accordingly, the fair value of these financial assets, based on quoted prices in an active market, is categorised as Level 1 within the fair value measurement hierarchy required by IFRS 7.
Considering the nature and amount of such investments, the Directors\u2019 view is that no further information on fair values is required under IFRS, apart from that provided in this note.
The expected credit loss on the debt securities is considered to be insignificant.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page84-cflshid_43115-tag12012672": { "value": "
Group and Company
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
454,548
453,132
(Losses)/gains from changes in fair value (Note 16)
(8,086)
1,416
Closing carrying amount
446,462
454,548
At 31 December
Cost
432,040
432,040
Fair value gains (Note 16)
14,422
22,508
Carrying amount
446,462
454,548
The Group\u2019s financial investments which are measured at fair value through other comprehensive income, consist of equity investments and debt securities.
a)Equity investments amounting to \u20ac200,000 (2024: \u20ac200,000) represent an interest in an unlisted local private company, Manoel Island Yacht Yard Limited. This equity investment is not held for trading and the Group has irrevocably elected at initial recognition to recognise such investment in the category of financial assets measured at fair value through other comprehensive income.
At the end of the reporting period, the cost of these investments approximates fair value and no movements have been reflected directly in equity in other comprehensive income.
b)Debt securities with a cost amounting to \u20ac232,040 (2024: \u20ac232,040), comprise Malta Government securities listed on the Malta Stock Exchange which are subject to fixed rates of interest ranging from 4.5% to 5.2% and have maturity dates between 2028 and 2031. These investments have been classified at fair value through other comprehensive income, in view of the fact that the assets are held to collect contractual cash flows and to sell such assets. The fair value of the debt securities at the end of the reporting period, amounting to \u20ac246,462 (2024: \u20ac254,548), is based on the market value of the instruments as quoted on the Malta Stock Exchange. Accordingly, the fair value of these financial assets, based on quoted prices in an active market, is categorised as Level 1 within the fair value measurement hierarchy required by IFRS 7.
Considering the nature and amount of such investments, the Directors\u2019 view is that no further information on fair values is required under IFRS, apart from that provided in this note.
The expected credit loss on the debt securities is considered to be insignificant.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page84-cflshid_43115-tag12012671": { "value": "
Group and Company
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
454,548
453,132
(Losses)/gains from changes in fair value (Note 16)
(8,086)
1,416
Closing carrying amount
446,462
454,548
At 31 December
Cost
432,040
432,040
Fair value gains (Note 16)
14,422
22,508
Carrying amount
446,462
454,548
The Group\u2019s financial investments which are measured at fair value through other comprehensive income, consist of equity investments and debt securities.
a)Equity investments amounting to \u20ac200,000 (2024: \u20ac200,000) represent an interest in an unlisted local private company, Manoel Island Yacht Yard Limited. This equity investment is not held for trading and the Group has irrevocably elected at initial recognition to recognise such investment in the category of financial assets measured at fair value through other comprehensive income.
At the end of the reporting period, the cost of these investments approximates fair value and no movements have been reflected directly in equity in other comprehensive income.
b)Debt securities with a cost amounting to \u20ac232,040 (2024: \u20ac232,040), comprise Malta Government securities listed on the Malta Stock Exchange which are subject to fixed rates of interest ranging from 4.5% to 5.2% and have maturity dates between 2028 and 2031. These investments have been classified at fair value through other comprehensive income, in view of the fact that the assets are held to collect contractual cash flows and to sell such assets. The fair value of the debt securities at the end of the reporting period, amounting to \u20ac246,462 (2024: \u20ac254,548), is based on the market value of the instruments as quoted on the Malta Stock Exchange. Accordingly, the fair value of these financial assets, based on quoted prices in an active market, is categorised as Level 1 within the fair value measurement hierarchy required by IFRS 7.
Considering the nature and amount of such investments, the Directors\u2019 view is that no further information on fair values is required under IFRS, apart from that provided in this note.
The expected credit loss on the debt securities is considered to be insignificant.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page85-cflshid_43610-tag12012738": { "value": "
11.Inventories \u2013 Development project
The main object of the Group has been the development of a large area of land at Manoel Island and Tign\u00e9 Point, acquired from the Government of Malta for this purpose by virtue of a 99-year emphyteutical grant entered into on 15 June 2000. This development has been intended in the main for resale purposes.
The contract of acquisition of the land provided for a premium of \u20ac92.17 million payable over an extended period of time, which was discounted to its present value amount of \u20ac42.62 million at date of purchase. The rate applied in discounting to present value the future outflows comprising the purchase consideration was 7.75% based upon the effective pre-tax return rate provided for in the deed of acquisition (refer to Note 18).
During the year ended 31 December 2025, the Company neared completion of the final residential block at Tign\u00e9 Point referred to Q3 \u2013 Fortress Gardens which comprises of 63 apartments and underground parking as well as 2 commercial units. As at the end of December 2025, 59 units were subject to a promise of sale agreement. Development works during the year ended 31 December 2025, reflected within the table below, were mainly focused on this final residential development.
As disclosed in Note 1.1.1 - Developments during 2025 and after the end of the reporting period, in June 2025 Government withdrew its support for the Manoel Island project and publicly declared its intention to convert the island into a national park.
The Board\u2019s strategy in relation to the reimbursement claim from the Government of Malta was based on the carrying amount of the inventories attributable to Manoel Island as recognised in the Group\u2019s statement of financial position. Since the inception of the project, the Manoel Island inventories have been accounted for at cost in the Group\u2019s financial statements, comprising the purchase consideration for the land, expenditure incurred in connection with its subsequent development, costs of development works, design and other studies related to the project, as well as all other directly attributable expenditure and borrowing costs, including imputed interest specifically attributable to the Manoel Island development phase.
The Group limited its claim to the recovery of the actual costs incurred, with the objective of obtaining a reimbursement that approximates the carrying amount of the Manoel Island inventories and of Fort Tign\u00e9. Fort Tign\u00e9 was the subject of the negotiations with Government during 2025 and, following the approval of the Extraordinary General Meeting, together with Manoel Island, will form part of the reversion of property to the Government of Malta pursuant to the settlement deed which will be entered into following the approval of these financial statements, in line with the negotiations conducted during 2025 and the settlement agreement ultimately reached. In adopting this approach, the Board sought to safeguard the value of the Group\u2019s shareholders\u2019 interests. Prior to the dispute with Government, the total carrying amount of Manoel Island (accounted for as inventory), net of the amount payable to the Government of Malta (see Note 18), and Fort Tign\u00e9 (accounted for as investment property), net of the related right-of-use assets (Note 6) and corresponding lease liabilities (Note 20), amounted to \u20ac70.1\u202fmillion.
The Board has publicly stated that the Group\u2019s claim, which was reviewed by the independent auditors appointed by the Lands Authority, confirmed the total claimable consideration and expenses related to the Manoel Island development project and Fort Tign\u00e9, amounted to \u20ac66.4m. The eventual reimbursement offered by Government fell short of this amount, with an offer of \u20ac42.7m. Consequently, the difference between the net carrying amount of the property subject to reversion to Government and the final reimbursement offer, equivalent to \u20ac27.4m, has been accounted as a loss in the Group\u2019s income statement, principally to adjust the carrying amount of inventory to realisable values, net of related items. The adjustment to inventory reflected in the table below is before the net credit adjustment arising upon the derecognition of right-of-use assets and related lease liabilities attributable to Manoel Island (refer to Notes 6 and 20).
84
11.Inventories \u2013 Development project - continued
Costs incurred on the project up to 31 December 2025 and 2024 comprised:
Group
Company
\u00a0
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Purchase cost of land (see note above):
At beginning and end of year
19,353,259
19,353,259
19,353,259
19,353,259
Cost of design works and other studies,
demolition, excavation, construction and
restoration works and other expenses
incurred
- At 1 January
89,528,730
77,689,074
89,528,730
77,689,074
- Additions for the year
16,177,683
13,699,428
16,177,683
13,699,428
- Depreciation of right-of
use of assets (Note 6)
148,709
140,228
148,709
140,228
- Adjustment to the carrying amount to reflect realisable values
(20,481,263)
(2,000,000)
(20,481,263)
(2,000,000)
- At 31 December
85,373,859
89,528,730
85,373,859
89,528,730
Borrowing costs attributable to the project:
- At 1 January
54,447,081
53,327,140
54,447,081
53,327,140
- Interest on lease liabilities (Note 20)
1,055,697
1,046,348
1,055,697
1,046,348
- Bank and other interest
67,269
73,593
67,269
73,593
- Adjustment to the carrying amount to
reflect realisable values
(10,751,910)
-
(10,751,910)
-
- At 31 December
44,818,137
54,447,081
44,818,137
54,447,081
149,545,255
163,329,070
149,545,255
163,329,070
", "dimensions": { "concept": "ifrs-full:DisclosureOfInventoriesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page85-cflshid_43622-tag12012709": { "value": "
The contract of acquisition of the land provided for a premium of \u20ac92.17 million payable over an extended period of time, which was discounted to its present value amount of \u20ac42.62 million at date of purchase. The rate applied in discounting to present value the future outflows comprising the purchase consideration was 7.75% based upon the effective pre-tax return rate provided for in the deed of acquisition (refer to Note 18).
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page86-cflshid_44273-tag12012676": { "value": "
12.Trade and other receivables
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current
Receivables in respect of rental operations
- net of credit loss allowances
597,502
747,836
119,962
747,836
Trade receivables - net of credit loss
allowances
204,612
153,976
204,612
153,976
Amounts owed by joint venture
963,433
955,807
63,433
55,807
Amounts owed by other related parties
24,627
2,284
14,154
2,284
Amounts owed by third parties
339,824
1,500,058
339,824
143,259
Indirect taxation
103,886
-
103,886
-
Prepayments and other receivables
117,188
51,296
249,981
365,805
2,351,072
3,411,257
1,095,852
1,468,967
Amounts owed by joint venture and other related parties are unsecured, interest-free, and repayable on demand. Receivables in respect of rental operations include an amount of \u20ac16,795 (2024: \u20ac17,534) which is due from related parties.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page86-cflshid_44273-tag12012675": { "value": "
12.Trade and other receivables
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current
Receivables in respect of rental operations
- net of credit loss allowances
597,502
747,836
119,962
747,836
Trade receivables - net of credit loss
allowances
204,612
153,976
204,612
153,976
Amounts owed by joint venture
963,433
955,807
63,433
55,807
Amounts owed by other related parties
24,627
2,284
14,154
2,284
Amounts owed by third parties
339,824
1,500,058
339,824
143,259
Indirect taxation
103,886
-
103,886
-
Prepayments and other receivables
117,188
51,296
249,981
365,805
2,351,072
3,411,257
1,095,852
1,468,967
Amounts owed by joint venture and other related parties are unsecured, interest-free, and repayable on demand. Receivables in respect of rental operations include an amount of \u20ac16,795 (2024: \u20ac17,534) which is due from related parties.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page87-cflshid_45050-tag12012674": { "value": "13.Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents comprise the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Cash at bank and in hand
1,500,089
12,763,435
175,604
12,688,741
Cash pledged as guarantees
484,070
484,070
484,070
484,070
Cash and cash equivalents
1,984,159
13,247,505
659,674
13,172,811
The cash and cash equivalents include amounts of \u20ac97,640 (2024: \u20ac97,640) which represent amounts held in trust arrangement earmarked for repayment of the matured bonds. This balance represents funds earmarked for the eventual repayment of the 7% EURO bonds 2016-2018 and 7% GBP bonds 2016-2018 which were redeemed by the Company on 15 December 2016, but to date remain unpaid to the bondholders or their heirs due to causa mortis and court orders.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page87-cflshid_45231-tag12012679": { "value": "Share capital
Group and Company
2025
2024
\u20ac
\u20ac
Authorised
450,000,000 Ordinary shares of \u20ac0.20 each
90,000,000
90,000,000
Issued and fully paid
214,159,922 Ordinary shares of \u20ac0.20 each
42,831,984
42,831,984
The Company had issued and allotted 67,369,922 ordinary shares with a nominal value of \u20ac0.20 each, fully paid up, which were offered at an Issue Price of \u20ac0.45 each, to the public. Pursuant to the Prospectus dated 1 November 2010, the share premium attributable to these issued shares, reflecting the difference of \u20ac0.25 between the Issue Price and the nominal value, amounting to \u20ac16,842,481, is presented separately in the statement of financial position. Share issue costs, amounting to \u20ac963,697, have been deducted from the share premium.
15.Property revaluation reserve
Group
2025
2024
\u20ac
\u20ac
Revaluation of land and buildings
At 1 January
1,211,132
1,211,132
Realisation through transfer to retained earnings upon adjustments
to the carrying amount of property
(1,211,132)
-
At 31 December
-
1,211,132
The property revaluation reserve, which arose on property elements previously classified as property, plant and equipment, was non-distributable. In view of the developments described within Note\u202f1.1.1, specifically, the planned disposal of elements of the Group\u2019s property portfolio and the resulting fair value losses reflected in respect of such properties, the revaluation surplus recognised in prior years on one of these properties was realised through transfer to retained earnings.
16.Investment fair value reserve
Group and Company
2025
2024
\u20ac
\u20ac
At 1 January
22,508
21,092
(Losses)/gains from changes in fair value of
financial investments (Note 10)
(8,086)
1,416
At 31 December
14,422
22,508
The fair value reserve reflects the cumulative net changes in fair value of financial investments measured at fair value through other comprehensive income held by the Group and Company, which changes are recognised directly in equity in other comprehensive income.
The reserve is non-distributable.
17. Other reserves
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Merger reserve
-
-
23,060
23,060
Share of other comprehensive income
attributable to the jointly-controlled entity
452,277
555,160
-
-
Total other reserves
452,277
555,160
23,060
23,060
The movements and description of the nature of each category are analysed as follows:
Merger reserve
By virtue of an agreement, MIDI p.l.c. transferred the 9,900 shares it held in its former subsidiary Tign\u00e9 Point Marketing Limited of \u20ac2.329373 each to Tign\u00e9 Contracting Limited, another subsidiary, for a consideration of \u20ac23,060. Pursuant to the said transfer of shares, the entirety of the issued share capital of Tign\u00e9 Point Marketing Limited was held by Tign\u00e9 Contracting Limited. MIDI p.l.c. holds 99.99% of the issued share capital in Tign\u00e9 Contracting Limited. Subsequently, Tign\u00e9 Point Marketing Limited and Tign\u00e9 Contracting Limited have been amalgamated by a merger by acquisition in terms of the Companies Act (Cap. 386 of the Laws of Malta). Upon the merger by acquisition taking effect, Tign\u00e9 Contracting Limited as the acquiring company succeeded to all the assets, right, liabilities and obligations of Tign\u00e9 Point Marketing Limited which in turn ceased to exist.
The consideration receivable by the Company from Tign\u00e9 Contracting Limited had been recognised directly in equity as \u2018other reserves\u2019 upon the merger of the two entities.
17. Other reserves - continued
Share of other comprehensive income attributable to the jointly-controlled entity
Group
2025
2024
\u20ac
\u20ac
At beginning of year
555,160
785,729
Share of:
Gains from changes in fair value of derivative contract
designated as hedging instrument in a cash flow hedge
43,810
38,865
Gains reclassified from equity to profit or loss as
reclassification adjustments
(146,693)
(269,434)
At end of year
452,277
555,160
The jointly-controlled entity of the Group, Mid Knight Holdings Limited (Note 9) entered into a receive-floating, pay-fixed interest rate swap that is designated as a hedging instrument in a cash flow hedge to hedge its exposure to variable interest amounts on its floating rate borrowings due to fluctuations in EURIBOR interest rates until 1 March 2029. The notional amount of the derivative contract as at 31 December 2025 amounted to \u20ac17 million (2024: \u20ac17 million). In this respect, the jointly-controlled entity recognised within the hedging reserve the changes in fair value of the hedging instrument as at 31 December taking cognisance of reclassification adjustments to profit or loss until year end, and the Group reflected its share of this other comprehensive income directly within equity in these consolidated financial statements, utilising the equity method of accounting.
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page87-cflshid_45231-tag12012677": { "value": "Share capital
Group and Company
2025
2024
\u20ac
\u20ac
Authorised
450,000,000 Ordinary shares of \u20ac0.20 each
90,000,000
90,000,000
Issued and fully paid
214,159,922 Ordinary shares of \u20ac0.20 each
42,831,984
42,831,984
The Company had issued and allotted 67,369,922 ordinary shares with a nominal value of \u20ac0.20 each, fully paid up, which were offered at an Issue Price of \u20ac0.45 each, to the public. Pursuant to the Prospectus dated 1 November 2010, the share premium attributable to these issued shares, reflecting the difference of \u20ac0.25 between the Issue Price and the nominal value, amounting to \u20ac16,842,481, is presented separately in the statement of financial position. Share issue costs, amounting to \u20ac963,697, have been deducted from the share premium", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page87-cflshid_45050-tag12012678": { "value": "
15.Property revaluation reserve
Group
2025
2024
\u20ac
\u20ac
Revaluation of land and buildings
At 1 January
1,211,132
1,211,132
Realisation through transfer to retained earnings upon adjustments
to the carrying amount of property
(1,211,132)
-
At 31 December
-
1,211,132
The property revaluation reserve, which arose on property elements previously classified as property, plant and equipment, was non-distributable. In view of the developments described within Note\u202f1.1.1, specifically, the planned disposal of elements of the Group\u2019s property portfolio and the resulting fair value losses reflected in respect of such properties, the revaluation surplus recognised in prior years on one of these properties was realised through transfer to retained earnings.
16.Investment fair value reserve
Group and Company
2025
2024
\u20ac
\u20ac
At 1 January
22,508
21,092
(Losses)/gains from changes in fair value of
financial investments (Note 10)
(8,086)
1,416
At 31 December
14,422
22,508
The fair value reserve reflects the cumulative net changes in fair value of financial investments measured at fair value through other comprehensive income held by the Group and Company, which changes are recognised directly in equity in other comprehensive income.
The reserve is non-distributable.
17. Other reserves
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Merger reserve
-
-
23,060
23,060
Share of other comprehensive income
attributable to the jointly-controlled entity
452,277
555,160
-
-
Total other reserves
452,277
555,160
23,060
23,060
The movements and description of the nature of each category are analysed as follows:
Merger reserve
By virtue of an agreement, MIDI p.l.c. transferred the 9,900 shares it held in its former subsidiary Tign\u00e9 Point Marketing Limited of \u20ac2.329373 each to Tign\u00e9 Contracting Limited, another subsidiary, for a consideration of \u20ac23,060. Pursuant to the said transfer of shares, the entirety of the issued share capital of Tign\u00e9 Point Marketing Limited was held by Tign\u00e9 Contracting Limited. MIDI p.l.c. holds 99.99% of the issued share capital in Tign\u00e9 Contracting Limited. Subsequently, Tign\u00e9 Point Marketing Limited and Tign\u00e9 Contracting Limited have been amalgamated by a merger by acquisition in terms of the Companies Act (Cap. 386 of the Laws of Malta). Upon the merger by acquisition taking effect, Tign\u00e9 Contracting Limited as the acquiring company succeeded to all the assets, right, liabilities and obligations of Tign\u00e9 Point Marketing Limited which in turn ceased to exist.
The consideration receivable by the Company from Tign\u00e9 Contracting Limited had been recognised directly in equity as \u2018other reserves\u2019 upon the merger of the two entities.
17. Other reserves - continued
Share of other comprehensive income attributable to the jointly-controlled entity
Group
2025
2024
\u20ac
\u20ac
At beginning of year
555,160
785,729
Share of:
Gains from changes in fair value of derivative contract
designated as hedging instrument in a cash flow hedge
43,810
38,865
Gains reclassified from equity to profit or loss as
reclassification adjustments
(146,693)
(269,434)
At end of year
452,277
555,160
The jointly-controlled entity of the Group, Mid Knight Holdings Limited (Note 9) entered into a receive-floating, pay-fixed interest rate swap that is designated as a hedging instrument in a cash flow hedge to hedge its exposure to variable interest amounts on its floating rate borrowings due to fluctuations in EURIBOR interest rates until 1 March 2029. The notional amount of the derivative contract as at 31 December 2025 amounted to \u20ac17 million (2024: \u20ac17 million). In this respect, the jointly-controlled entity recognised within the hedging reserve the changes in fair value of the hedging instrument as at 31 December taking cognisance of reclassification adjustments to profit or loss until year end, and the Group reflected its share of this other comprehensive income directly within equity in these consolidated financial statements, utilising the equity method of accounting.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_45957-tag12012681": { "value": "
18.Trade and other payables
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current
Payments received on account
39,255,135
16,707,896
39,140,510
16,707,896
Due to Government in relation to
purchase of land (Note 11)
40,253,690
40,253,690
40,253,690
40,253,690
Amounts owed to subsidiaries
-
-
13,291,534
8,977,830
Amounts owed to other related parties
15,865
3,964
15,865
3,964
Indirect taxation
208,824
142,996
-
108,036
Other payables
1,039,210
1,070,458
890,213
823,000
Accruals and deferred income
6,914,633
6,333,346
3,531,124
3,671,131
87,687,357
64,512,350
97,122,936
70,545,547
Group and Company
2025
2024
\u20ac
\u20ac
Non-current
Payments received on account
-
20,533,400
Other payables
-
180,625
-
20,714,025
Amounts owed to subsidiaries and other related parties are unsecured, interest-free, and repayable on demand.
18.Trade and other payables - continued
Payments received on account represent deposits and amounts received from prospective purchasers on account of the purchase price of residential property pursuant to the signing of a promise of sale agreement, together with other intermediate payments pending the completion of the residential property and ensuing signing of the final deed of sale pertaining thereto. The carrying amount of these payments at 31 December 2025 amounted to \u20ac39,053,296 (2024: \u20ac37,236,296), which are being presented entirely as current liabilities taking cognisance of the expected delivery dates. The Group offers prospective purchasers (or their bankers) a special hypothec on the residential property limited to a maximum of 10% on the refundable amount of payments made in terms of the relative promise of sale. The Group\u2019s bankers have undertaken to postpone their hypothecary and privileged rights in favour of the aforementioned security provided to prospective purchasers (or their bankers).
As highlighted within Note 1.1.1, the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, thereby impairing the sale of property owned by MIDI at Tign\u00e9 Point, including in the last remaining apartment block at Tign\u00e9 Point, Q3. Before the notice of rescission was served, the Group had already contracted 59 promise of sale agreements in terms of which it had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 something which it could not do following receipt of the notice of rescission.
The amount due to Government in relation to the purchase of land includes:
(a)an amount, originally contracted at \u20ac11.65 million, which was being satisfied through the performance of restoration works on major historical sites forming part of the project;
(b)an amount, originally contracted at \u20ac20.96 million, which was being satisfied through the construction of all the public infrastructure works required at Manoel Island and Tign\u00e9 Point;
(c)the balance which was being settled in cash.
Various costs incurred in respect of (a) and (b) above up to 31 December 2025 are included in Inventories \u2013 Development project and the amounts referred to would have been deducted from the amount due to Government when the completion stages stipulated in the relative lease agreement would have been attained. The Company has also carried out substantial works pertaining to (a) and (b) and which have already been deducted from amounts due to Government. The amounts due to Government with respect to the acquisition of land are secured by a first ranking special privilege on the emphyteutical concession at Tign\u00e9 Point and Manoel Island, and a general hypothec over the Company\u2019s property (see also Note 19).
As referred to previously the amounts due to the Government of Malta as at 31 December 2025 will be extinguished by virtue of the Settlement Deed, which following the approval of the Extraordinary General Meeting, will be entered into, and which, amongst other things will have the effect of reversion of Manoel Island and Fort Tigne back to the Government of Malta, the extinguishment of the amounts payable the government and the receipt by the Group of the net reimbursement amount of \u20ac42.7m.
Non\u2011current other payables as at 31\u202fDecember\u202f2024 represented deposits received from a number of tenants under operating lease arrangements. These amounts are refundable upon the expiry of the respective lease terms and are subject to interest at a rate of 3% per annum. Amounts owed to related parties in this respect are disclosed in Note\u202f36. As at 31 December 2025, these balances were presented as current payables based on the developments connected to the sale of property referred to previously in Note 1.1.1 and the applicable contractual terms.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_45957-tag12012680": { "value": "
18.Trade and other payables
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current
Payments received on account
39,255,135
16,707,896
39,140,510
16,707,896
Due to Government in relation to
purchase of land (Note 11)
40,253,690
40,253,690
40,253,690
40,253,690
Amounts owed to subsidiaries
-
-
13,291,534
8,977,830
Amounts owed to other related parties
15,865
3,964
15,865
3,964
Indirect taxation
208,824
142,996
-
108,036
Other payables
1,039,210
1,070,458
890,213
823,000
Accruals and deferred income
6,914,633
6,333,346
3,531,124
3,671,131
87,687,357
64,512,350
97,122,936
70,545,547
Group and Company
2025
2024
\u20ac
\u20ac
Non-current
Payments received on account
-
20,533,400
Other payables
-
180,625
-
20,714,025
Amounts owed to subsidiaries and other related parties are unsecured, interest-free, and repayable on demand.
18.Trade and other payables - continued
Payments received on account represent deposits and amounts received from prospective purchasers on account of the purchase price of residential property pursuant to the signing of a promise of sale agreement, together with other intermediate payments pending the completion of the residential property and ensuing signing of the final deed of sale pertaining thereto. The carrying amount of these payments at 31 December 2025 amounted to \u20ac39,053,296 (2024: \u20ac37,236,296), which are being presented entirely as current liabilities taking cognisance of the expected delivery dates. The Group offers prospective purchasers (or their bankers) a special hypothec on the residential property limited to a maximum of 10% on the refundable amount of payments made in terms of the relative promise of sale. The Group\u2019s bankers have undertaken to postpone their hypothecary and privileged rights in favour of the aforementioned security provided to prospective purchasers (or their bankers).
As highlighted within Note 1.1.1, the effect of the judicial letters extends beyond Manoel Island to Tign\u00e9 Point, thereby impairing the sale of property owned by MIDI at Tign\u00e9 Point, including in the last remaining apartment block at Tign\u00e9 Point, Q3. Before the notice of rescission was served, the Group had already contracted 59 promise of sale agreements in terms of which it had undertaken to transfer the property and give standard warranties including that the property was free from claims and litigation \u2013 something which it could not do following receipt of the notice of rescission.
The amount due to Government in relation to the purchase of land includes:
(a)an amount, originally contracted at \u20ac11.65 million, which was being satisfied through the performance of restoration works on major historical sites forming part of the project;
(b)an amount, originally contracted at \u20ac20.96 million, which was being satisfied through the construction of all the public infrastructure works required at Manoel Island and Tign\u00e9 Point;
(c)the balance which was being settled in cash.
Various costs incurred in respect of (a) and (b) above up to 31 December 2025 are included in Inventories \u2013 Development project and the amounts referred to would have been deducted from the amount due to Government when the completion stages stipulated in the relative lease agreement would have been attained. The Company has also carried out substantial works pertaining to (a) and (b) and which have already been deducted from amounts due to Government. The amounts due to Government with respect to the acquisition of land are secured by a first ranking special privilege on the emphyteutical concession at Tign\u00e9 Point and Manoel Island, and a general hypothec over the Company\u2019s property (see also Note 19).
As referred to previously the amounts due to the Government of Malta as at 31 December 2025 will be extinguished by virtue of the Settlement Deed, which following the approval of the Extraordinary General Meeting, will be entered into, and which, amongst other things will have the effect of reversion of Manoel Island and Fort Tigne back to the Government of Malta, the extinguishment of the amounts payable the government and the receipt by the Group of the net reimbursement amount of \u20ac42.7m.
Non\u2011current other payables as at 31\u202fDecember\u202f2024 represented deposits received from a number of tenants under operating lease arrangements. These amounts are refundable upon the expiry of the respective lease terms and are subject to interest at a rate of 3% per annum. Amounts owed to related parties in this respect are disclosed in Note\u202f36. As at 31 December 2025, these balances were presented as current payables based on the developments connected to the sale of property referred to previously in Note 1.1.1 and the applicable contractual terms.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_46350-tag12012710": { "value": "
Accruals and deferred income
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredIncomeExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page90-cflshid_46545-tag12012682": { "value": "
Non\u2011current other payables as at 31\u202fDecember\u202f2024 represented deposits received from a number of tenants under operating lease arrangements. These amounts are refundable upon the expiry of the respective lease terms and are subject to interest at a rate of 3% per annum. Amounts owed to related parties in this respect are disclosed in Note\u202f36. As at 31 December 2025, these balances were presented as current payables based on the developments connected to the sale of property referred to previously in Note 1.1.1 and the applicable contractual terms.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepositsFromCustomersExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_47068-tag12012683": { "value": "
19.Borrowings
Group and Company
2025
2024
\u20ac
\u20ac
Year ended 31 December
Opening carrying amount
59,752,376
57,535,261
Repayments of bank loans
(9,380,367)
(1,825,000)
Additional bank loans
16,640,053
3,950,168
Amortisation of bond issue costs
91,947
91,947
Closing carrying amount
67,104,009
59,752,376
Non-current
500,000 4% Secured Euro Bonds 2026
-
49,854,418
Bank loans
-
9,897,958
-
59,752,376
Current
500,000 4% Secured Euro Bonds 2026
49,946,365
-
Bank loans
17,157,644
-
67,104,009
-
Total borrowings
67,104,009
59,752,376
The Company issued \u20ac50,000,000 4% secured euro bonds redeemable in 2026, which bonds were subscribed and admitted to listing on 3 August 2016. The bond issue\u2019s principal and interest are secured by a number of the Group\u2019s immovable properties as well as the Company\u2019s investment in Mid Knight Holdings Limited via its subsidiary T14 Investments Limited.
The quoted market price for the 4% secured euro bonds 2026 as at 31 December 2025 was \u20ac96.00 (31 December 2024: \u20ac99.80).
The bonds are measured at the amount of net proceeds adjusted for the amortisation of directly attributable and incremental transaction costs, consisting of bond issue costs incurred in the preparation and implementation of the bond issue, using the effective interest method as follows:
Group and Company
2025
2024
\u20ac
\u20ac
Face value of bonds
500,000 4% Secured Euro Bonds 2026
50,000,000
50,000,000
Gross amount of bond issue costs
(1,709,201)
(1,709,201)
Amortisation up to end of year
(refer to table below)
1,655,566
1,563,619
Unamortised bond issue costs
(53,635)
(145,582)
Amortised cost and closing carrying
amounts of bonds
49,946,365
49,854,418
90
19.Borrowings - continued
Group and Company
2025
2024
Accumulated amortisation of
\u20ac
\u20ac
bond issue costs:
At beginning of year
1,563,619
1,471,672
Amortisation charge for the year
91,947
91,947
At end of year
1,655,566
1,563,619
During the year, the Company effected withdrawals from its banking facility amounting to \u20ac16,640,053 (2024: \u20ac3,950,168) and repayments amounting to \u20ac9,380,367 (2024: \u20ac1,825,000), giving rise to a loan balance of \u20ac17,157,644 as at 31 December 2025 (2024: \u20ac9,897,958). This facility is secured by a general hypothec over the Group\u2019s assets and by a special hypothec over the Q3 residential property, currently under development. These general and special hypothecs rank after prior charges in favour of Government.
Bank borrowings are subject to floating rates of interest. The weighted average effective interest rates applied to bank borrowings as at the end of the reporting period were as follows:
Group and Company
2025
2024
Bank loans
4.3%
4.3%
Maturity of non-current borrowings as at 31 December:
Group and Company
2025
2024
\u20ac
\u20ac
Between one and two years
-
59,752,376
-
59,752,376
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page94-cflshid_48831-tag12012684": { "value": "
21.Deferred taxation
Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% (2024: 35%), with the exception of deferred taxation on fair value gains attributable to investment property which is computed utilising a tax rate of 10% (2024: 10%) on the basis applicable to property disposals.
The movement on the deferred income tax account is analysed as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
At beginning of year
2,726,086
2,706,801
2,726,086
2,706,801
\u00a0\u00a0
Transfer of deferred tax liability arising on fair
valuation of investment property upon transfer
of properties to subsidiary (see Note below)
-
-
(3,192,174)
-
Charged/(credited) to profit or loss (Note 30):
- depreciation on property, plant and equipment
-
774
-
774
- fair value losses on investment property
(980,600)
-
(198,092)
-
- unutilised tax losses reflected during the year
-
(294,234)
-
(294,234)
- unutilised tax losses utilised during the year
-
312,745
-
312,745
- reversal in respect of unutilised tax losses
593,680
-
593,680
-
- reversal in respect of unutilised capital
allowances
72,167
72,167
-
- reversal in respect of temporary differences
arising on depreciation of property, plant and
equipment
9,785
9,785
-
At end of year
2,421,118
2,726,086
11,452
2,726,086
The deferred tax balances analysed in the table below, arose from:
-temporary differences arising between the tax base and carrying amount of property, plant and equipment attributable to depreciation;
-fair value changes arising on investment property;
-unutilised tax losses; and
-unutilised capital allowances
21.Deferred taxation - continued
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Deferred tax balances attributable to:
- temporary differences arising on
depreciation of
property, plant and equipment
-
(9,785)
-
(9,785)
- unutilised tax losses
-
(593,680)
-
(593,680)
- unutilised capital allowances
-
(72,167)
-
(72,167)
- fair valuation of property
2,421,118
3,401,718
11,452
3,401,718
Net amount
2,421,118
2,726,086
11,452
2,726,086
Movements in deferred tax attributable to temporary differences arising on depreciation of property, plant and equipment, unutilised tax losses, unutilised capital allowances and changes in fair value of investment property are all recognised in profit or loss.
Deferred tax balances at 31 December are presented in the statement of financial position as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Deferred tax assets
-
(675,632)
-
(675,632)
Deferred tax liabilities
2,421,118
3,401,718
11,452
3,401,718
2,421,118
2,726,086
11,452
2,726,086
The Company transferred specific investment properties to a subsidiary during the current financial year (Note 7), and simultaneously transferred the deferred tax liability on the fair valuation of these properties to the subsidiary. This liability was reflected as a payable to the subsidiary within the Company\u2019s statement of financial position, comprising in substance compensation for the tax impacts to the subsidiary of fair value changes recognised by the Company, upon eventual sale by the subsidiary.
The recognised deferred tax liabilities as at 31 December 2025 are expected to be settled principally within twelve months from the end of the reporting period.
At 31 December 2025, unrecognised deferred tax assets attributable to the Group, arising on unutilised tax losses and unutilised capital allowances, amounted to \u20ac146,708 (2024: \u20ac146,708) and \u20ac2,371,012 (2024: \u20ac2,357,533), respectively. Tax losses have no expiry date and capital allowances are forfeited upon cession of the trade.
30.Tax (income)/expense
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current taxation:
Current tax expense
68,881
369,605
23,028
369,605
Deferred taxation (Note 21):
Current year (credit)/expense
(304,969)
(293,460)
477,540
(293,460)
Tax (income)/expense
(236,088)
76,145
500,568
76,145
30.Tax (income)/expense - continued
The tax on the loss of the Group and the Company differs from the theoretical amount that would arise using the basic tax rate as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Loss before taxation
(42,048,789)
(3,700,682)
(42,168,676)
(3,247,547)
Tax at 35%
(14,717,076)
(1,295,239)
(14,759,037)
(1,136,641)
Tax effect of:
- expenses not deductible for tax
purposes
15,581,395
2,416,691
15,192,962
2,407,621
- application of different tax
rate to property disposals
(6,500)
(32,000)
(6,500)
(32,000)
- application of different tax rate to
rental income
(61,136)
-
-
-
- application of different tax rate to
interest income
(27,237)
(58,753)
(27,237)
(58,753)
- application of different tax treatment to
dividend received
(17,500)
-
(332,500)
(752,500)
- recognition of deferred tax asset
attributable to unutilised tax losses
and capital allowances
(12,622)
(294,234)
-
(294,234)
- reversal of deferred tax asset
attributable to unutilised tax losses,
capital allowances and temporary
differences arising from depreciation
of property, plant and equity
675,632
-
675,632
-
- reversal of deferred tax liability due to
fair value losses attributable to
investment property
(980,600)
-
(198,092)
-
- share of profit of joint venture
(625,784)
(602,972)
-
-
- maintenance allowance claimed in
respect of rental income
(44,660)
(57,348)
(44,660)
(57,348)
Tax (income)/expense in accounts
(236,088)
76,145
500,568
76,145
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page95-cflshid_49376-tag12012714": { "value": "
22.Revenue
The Group\u2019s revenue includes revenue from the development and sale of property and income from property rental and management of certain areas within the project (Note 4).
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page95-cflshid_49376-tag12012685": { "value": "
22.Revenue
The Group\u2019s revenue includes revenue from the development and sale of property and income from ", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page96-cflshid_49894-tag12012688": { "value": "
94
23.Expenses by nature
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Properties management fees and
similar service charges
1,283,641
446,365
1,219,495
446,365
Car park management fees
183,985
140,239
89,172
140,239
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
1,180,235
508,512
1,180,235
508,512
Bad debts written off
-
37,149
-
37,149
Depreciation of property, plant and
equipment (Note 5)
205,278
236,910
184,072
205,943
Employee benefit expense (Note 24)
2,057,506
1,601,604
2,057,506
1,601,604
Operating lease rentals payable:
- vehicles
10,756
18,341
10,756
18,341
Directors\u2019 emoluments (Note 25)
102,004
118,992
102,004
118,992
Marketing expenses
45,199
27,550
45,199
27,550
Utilities
190,683
122,605
190,683
122,605
Security services
173,718
175,382
173,718
175,382
Legal and professional fees
570,632
409,789
562,377
403,793
Other expenses
475,872
479,193
475,207
490,823
Total cost of sales and administrative
expenses
6,479,509
4,322,631
6,290,424
4,297,298
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page96-cflshid_49894-tag12012711": { "value": "
23.Expenses by nature
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Properties management fees and
similar service charges
1,283,641
446,365
1,219,495
446,365
Car park management fees
183,985
140,239
89,172
140,239
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
1,180,235
508,512
1,180,235
508,512
Bad debts written off
-
37,149
-
37,149
Depreciation of property, plant and
equipment (Note 5)
205,278
236,910
184,072
205,943
Employee benefit expense (Note 24)
2,057,506
1,601,604
2,057,506
1,601,604
Operating lease rentals payable:
- vehicles
10,756
18,341
10,756
18,341
Directors\u2019 emoluments (Note 25)
102,004
118,992
102,004
118,992
Marketing expenses
45,199
27,550
45,199
27,550
Utilities
190,683
122,605
190,683
122,605
Security services
173,718
175,382
173,718
175,382
Legal and professional fees
570,632
409,789
562,377
403,793
Other expenses
475,872
479,193
475,207
490,823
Total cost of sales and administrative
expenses
6,479,509
4,322,631
6,290,424
4,297,298
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page96-cflshid_49894-tag12012689": { "value": "
23.Expenses by nature
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Properties management fees and
similar service charges
1,283,641
446,365
1,219,495
446,365
Car park management fees
183,985
140,239
89,172
140,239
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
1,180,235
508,512
1,180,235
508,512
Bad debts written off
-
37,149
-
37,149
Depreciation of property, plant and
equipment (Note 5)
205,278
236,910
184,072
205,943
Employee benefit expense (Note 24)
2,057,506
1,601,604
2,057,506
1,601,604
Operating lease rentals payable:
- vehicles
10,756
18,341
10,756
18,341
Directors\u2019 emoluments (Note 25)
102,004
118,992
102,004
118,992
Marketing expenses
45,199
27,550
45,199
27,550
Utilities
190,683
122,605
190,683
122,605
Security services
173,718
175,382
173,718
175,382
Legal and professional fees
570,632
409,789
562,377
403,793
Other expenses
475,872
479,193
475,207
490,823
Total cost of sales and administrative
expenses
6,479,509
4,322,631
6,290,424
4,297,298
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page96-cflshid_49894-tag12012687": { "value": "
23.Expenses by nature
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Properties management fees and
similar service charges
1,283,641
446,365
1,219,495
446,365
Car park management fees
183,985
140,239
89,172
140,239
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
1,180,235
508,512
1,180,235
508,512
Bad debts written off
-
37,149
-
37,149
Depreciation of property, plant and
equipment (Note 5)
205,278
236,910
184,072
205,943
Employee benefit expense (Note 24)
2,057,506
1,601,604
2,057,506
1,601,604
Operating lease rentals payable:
- vehicles
10,756
18,341
10,756
18,341
Directors\u2019 emoluments (Note 25)
102,004
118,992
102,004
118,992
Marketing expenses
45,199
27,550
45,199
27,550
Utilities
190,683
122,605
190,683
122,605
Security services
173,718
175,382
173,718
175,382
Legal and professional fees
570,632
409,789
562,377
403,793
Other expenses
475,872
479,193
475,207
490,823
Total cost of sales and administrative
expenses
6,479,509
4,322,631
6,290,424
4,297,298
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page96-cflshid_49894-tag12012686": { "value": "
23.Expenses by nature
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Properties management fees and
similar service charges
1,283,641
446,365
1,219,495
446,365
Car park management fees
183,985
140,239
89,172
140,239
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
1,180,235
508,512
1,180,235
508,512
Bad debts written off
-
37,149
-
37,149
Depreciation of property, plant and
equipment (Note 5)
205,278
236,910
184,072
205,943
Employee benefit expense (Note 24)
2,057,506
1,601,604
2,057,506
1,601,604
Operating lease rentals payable:
- vehicles
10,756
18,341
10,756
18,341
Directors\u2019 emoluments (Note 25)
102,004
118,992
102,004
118,992
Marketing expenses
45,199
27,550
45,199
27,550
Utilities
190,683
122,605
190,683
122,605
Security services
173,718
175,382
173,718
175,382
Legal and professional fees
570,632
409,789
562,377
403,793
Other expenses
475,872
479,193
475,207
490,823
Total cost of sales and administrative
expenses
6,479,509
4,322,631
6,290,424
4,297,298
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCostOfSalesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page96-cflshid_49906-tag12012739": { "value": "
Auditor\u2019s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Annual statutory audit
78,614
71,400
72,109
65,500
During the current year, fees amounting to \u20ac36,733 (2024: \u20ac13,380) and \u20ac36,733 (2024: \u20ac13,380) have been charged to the Group and Company respectively, by connected undertakings of the Group\u2019s auditor, in respect of tax advisory services and other advisory services.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012690": { "value": "24.Employee benefit expense
Group and Company
2025
2024
\u20ac
\u20ac
Wages and salaries
2,388,664
1,876,401
Social security costs
73,601
80,190
2,462,265
1,956,591
Amounts reflected in Inventories \u2013 Development project
272,231
258,835
Amounts expensed in profit or loss
2,057,506
1,601,604
Amounts incurred on behalf of third parties
99,528
63,152
Amounts recharged to joint venture
33,000
33,000
2,462,265
1,956,591
Average number of persons employed by the Group and Company during the year:
Group and Company
2025
2024
Technical and administration
34
37
25.Directors\u2019 emoluments
Group and Company
2025
2024
\u20ac
\u20ac
Salaries and other emoluments
(included in Note 24 \u2013 Employee benefit expense)
154,350
204,351
Directors\u2019 fees
(included in Note 23 \u2013 Expenses by nature)
102,004
118,992
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012712": { "value": "24.Employee benefit expense
Group and Company
2025
2024
\u20ac
\u20ac
Wages and salaries
2,388,664
1,876,401
Social security costs
73,601
80,190
2,462,265
1,956,591
Amounts reflected in Inventories \u2013 Development project
272,231
258,835
Amounts expensed in profit or loss
2,057,506
1,601,604
Amounts incurred on behalf of third parties
99,528
63,152
Amounts recharged to joint venture
33,000
33,000
2,462,265
1,956,591
Average number of persons employed by the Group and Company during the year:
Group and Company
2025
2024
Technical and administration
34
37
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012740": { "value": "
25.Directors\u2019 emoluments
Group and Company
2025
2024
\u20ac
\u20ac
Salaries and other emoluments
(included in Note 24 \u2013 Employee benefit expense)
154,350
204,351
Directors\u2019 fees
(included in Note 23 \u2013 Expenses by nature)
102,004
118,992
The Directors are the Group\u2019s key management personnel and transactions with these related parties consist solely of Directors\u2019 remuneration as disclosed in Note 25.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012744": { "value": "
26.Finance income
Group and Company
2025
2024
\u20ac
\u20ac
Interest income from:
- bank deposits
125,194
282,740
- investment in debt securities
8,848
11,022
134,042
293,762
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012743": { "value": "
26.Finance income
Group and Company
2025
2024
\u20ac
\u20ac
Interest income from:
- bank deposits
125,194
282,740
- investment in debt securities
8,848
11,022
134,042
293,762
27.Finance costs
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest and related expense recognised
in profit or loss on:
- Bank loans and overdrafts
364,076
452,985
364,076
452,985
- Bonds issued to the general public
- coupon interest payable
2,002,746
2,002,186
2,002,746
2,002,186
- amortisation of difference between
net proceeds and redemption value
91,947
91,947
91,947
91,947
- Interest on lease liabilities
110,550
109,571
63,750
109,571
- Bank and other charges
82,744
145,841
81,407
145,261
2,652,063
2,802,530
2,603,926
2,801,950
Finance costs capitalised are disclosed in Note 11 to these Financial Statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012742": { "value": "
26.Finance income
Group and Company
2025
2024
\u20ac
\u20ac
Interest income from:
- bank deposits
125,194
282,740
- investment in debt securities
8,848
11,022
134,042
293,762
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page97-cflshid_50421-tag12012741": { "value": "
26.Finance income
Group and Company
2025
2024
\u20ac
\u20ac
Interest income from:
- bank deposits
125,194
282,740
- investment in debt securities
8,848
11,022
134,042
293,762
27.Finance costs
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest and related expense recognised
in profit or loss on:
- Bank loans and overdrafts
364,076
452,985
364,076
452,985
- Bonds issued to the general public
- coupon interest payable
2,002,746
2,002,186
2,002,746
2,002,186
- amortisation of difference between
net proceeds and redemption value
91,947
91,947
91,947
91,947
- Interest on lease liabilities
110,550
109,571
63,750
109,571
- Bank and other charges
82,744
145,841
81,407
145,261
2,652,063
2,802,530
2,603,926
2,801,950
Finance costs capitalised are disclosed in Note 11 to these Financial Statements.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page98-cflshid_50825-tag12012746": { "value": "27.Finance costs
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest and related expense recognised
in profit or loss on:
- Bank loans and overdrafts
364,076
452,985
364,076
452,985
- Bonds issued to the general public
- coupon interest payable
2,002,746
2,002,186
2,002,746
2,002,186
- amortisation of difference between
net proceeds and redemption value
91,947
91,947
91,947
91,947
- Interest on lease liabilities
110,550
109,571
63,750
109,571
- Bank and other charges
82,744
145,841
81,407
145,261
2,652,063
2,802,530
2,603,926
2,801,950
Finance costs capitalised are disclosed in Note 11 to these Financial Statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page98-cflshid_50825-tag12012745": { "value": "27.Finance costs
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Interest and related expense recognised
in profit or loss on:
- Bank loans and overdrafts
364,076
452,985
364,076
452,985
- Bonds issued to the general public
- coupon interest payable
2,002,746
2,002,186
2,002,746
2,002,186
- amortisation of difference between
net proceeds and redemption value
91,947
91,947
91,947
91,947
- Interest on lease liabilities
110,550
109,571
63,750
109,571
- Bank and other charges
82,744
145,841
81,407
145,261
2,652,063
2,802,530
2,603,926
2,801,950
Finance costs capitalised are disclosed in Note 11 to these Financial Statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page98-cflshid_50825-tag12012721": { "value": "
28.Other operating income
Group and Company
2025
2024
\u20ac
\u20ac
Service and administration fees
62,989
60,842
Management fees receivable
862
1,675
63,851
62,517
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page98-cflshid_50825-tag12012713": { "value": "
28.Other operating income
Group and Company
2025
2024
\u20ac
\u20ac
Service and administration fees
62,989
60,842
Management fees receivable
862
1,675
63,851
62,517
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page98-cflshid_50825-tag12012752": { "value": "
29.Dividend income
The Company\u2019s dividend income comprises a distribution of \u20ac900,000 (2024: \u20ac2,150,000) received from T14 Investments Limited, a subsidiary of MIDI p.l.c..
In 2025, the Group\u2019s dividend income represented a dividend of \u20ac50,000 received from Manoel Island Yacht Yard Limited. No such dividend was received in 2024.
", "dimensions": { "concept": "ext:DisclosureOfDividendIncome", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page98-cflshid_50825-tag12012747": { "value": "
30.Tax (income)/expense
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Current taxation:
Current tax expense
68,881
369,605
23,028
369,605
Deferred taxation (Note 21):
Current year (credit)/expense
(304,969)
(293,460)
477,540
(293,460)
Tax (income)/expense
(236,088)
76,145
500,568
76,145
30.Tax (income)/expense - continued
The tax on the loss of the Group and the Company differs from the theoretical amount that would arise using the basic tax rate as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Loss before taxation
(42,048,789)
(3,700,682)
(42,168,676)
(3,247,547)
Tax at 35%
(14,717,076)
(1,295,239)
(14,759,037)
(1,136,641)
Tax effect of:
- expenses not deductible for tax
purposes
15,581,395
2,416,691
15,192,962
2,407,621
- application of different tax
rate to property disposals
(6,500)
(32,000)
(6,500)
(32,000)
- application of different tax rate to
rental income
(61,136)
-
-
-
- application of different tax rate to
interest income
(27,237)
(58,753)
(27,237)
(58,753)
- application of different tax treatment to
dividend received
(17,500)
-
(332,500)
(752,500)
- recognition of deferred tax asset
attributable to unutilised tax losses
and capital allowances
(12,622)
(294,234)
-
(294,234)
- reversal of deferred tax asset
attributable to unutilised tax losses,
capital allowances and temporary
differences arising from depreciation
of property, plant and equity
675,632
-
675,632
-
- reversal of deferred tax liability due to
fair value losses attributable to
investment property
(980,600)
-
(198,092)
-
- share of profit of joint venture
(625,784)
(602,972)
-
-
- maintenance allowance claimed in
respect of rental income
(44,660)
(57,348)
(44,660)
(57,348)
Tax (income)/expense in accounts
(236,088)
76,145
500,568
76,145
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page99-cflshid_51352-tag12012692": { "value": "
31.Earnings per share
Earnings per share is calculated by dividing the results attributable to equity holders of the Company by the weighted average number of ordinary shares of MIDI p.l.c. in issue during the year.
Group
2025
2024
Loss attributable to equity holders of the Company
(41,812,701)
(\u20ac3,776,827)
Weighted average number of ordinary shares in issue
214,159,922
214,159,922
Earnings per share
(\u20ac0.195)
(\u20ac0.018)
The Company has no instruments or arrangements which give rise to dilutive potential ordinary shares, and accordingly, diluted earnings per share is equivalent to basic earnings per share.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page99-cflshid_51352-tag12012691": { "value": "
31.Earnings per share
Earnings per share is calculated by dividing the results attributable to equity holders of the Company by the weighted average number of ordinary shares of MIDI p.l.c. in issue during the year.
Group
2025
2024
Loss attributable to equity holders of the Company
(41,812,701)
(\u20ac3,776,827)
Weighted average number of ordinary shares in issue
214,159,922
214,159,922
Earnings per share
(\u20ac0.195)
(\u20ac0.018)
The Company has no instruments or arrangements which give rise to dilutive potential ordinary shares, and accordingly, diluted earnings per share is equivalent to basic earnings per share.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page100-cflshid_51992-tag12012748": { "value": "32.Dividends
Group and Company
2025
2024
Net dividends paid on ordinary shares
-
1,927,439
Net dividends per share
-
0.009
The Board of Directors has resolved not to recommend a dividend payment in respect of the financial year ended 31 December 2025.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page100-cflshid_51992-tag12012749": { "value": "
33.Cash used in operations
Reconciliation of operating loss to cash used in operations:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Operating loss
(41,368,723)
(2,914,692)
(40,648,792)
(2,889,359)
Adjustments for:
Depreciation of property, plant and
205,278
236,910
184,072
205,943
equipment (Note 5)
Adjustment to the carrying amount
of inventories to reflect realisable
values, net of related items
27,366,040
2,000,000
27,366,040
2,000,000
Loss on disposal of property, plant and
equipment (Note 5)
22,050
-
-
-
Fair value changes on investment
property, net of related items
9,863,825
-
(25,660)
-
Impairment charges on property,
plant and equipment (Note 5)
1,134,926
-
1,134,926
-
Impairment charge on
investments in subsidiaries
-
-
8,553,380
-
Changes in working capital:
Trade and other receivables
1,060,185
(345,452)
1,273,115
2,148,423
Trade and other payables
2,506,834
6,251,263
2,551,586
6,138,680
Inventories \u2013 Development project
(16,393,661)
(13,773,021)
(16,393,661)
(13,773,021)
Cash used in operations
(15,603,246)
(8,544,992)
(16,004,994)
(6,169,334)
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page101-cflshid_52362-tag12012694": { "value": "
34.Commitments
As at 31 December 2024, in addition to settling the liabilities associated with the purchase price of the land (see Note 18), the emphyteutical grant entered into with the Government provided for a series of development obligations relating to the contents of the project and the timescales over which it should be completed. Note 1.1.1 discloses the developments in respect of the project and the new arrangements in place with Government as a consequence of the settlement arrangement entered into by virtue of which Manoel Island and Fort Tigne will revert to Government. A reimbursement amount will be forwarded to the Group upon signing of the Settlement Deed and the amount payable to Government will be extinguished accordingly, reflecting the rescission of the emphyteutical grant in respect of Manoel Island and Fort Tigne.
As at 31 December 2025, the Group had outstanding contractual commitments for project development works for the approximate amount of \u20ac12.3 million (2024: \u20ac20.4 million), which includes the amounts disclosed in Note 36.
Operating lease commitments \u2013 where the Group/Company is the lessor
The future minimum lease payments receivable under non-cancellable operating leases, which are primarily entered into by the Company in relation to rental operations, are as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Not later than 1 year
1,536,059
1,596,443
637,928
1,596,443
Later than 1 year and not later
than 5 years
2,275,247
2,063,731
437,483
2,063,731
Over 5 years
64,823
116,340
5,795
116,340
3,876,129
3,776,514
1,081,206
3,776,514
The operating lease agreements entered into by the Company typically run for a significant number of years. These contracts generally provide that the lease payments increase by a predetermined percentage every year, which increases have been reflected in the figures above. A number of these arrangements also provide for contingent rentals based on outlet turnover levels.
Operating lease commitments \u2013 where the Group/Company is the lessee
The future minimum lease payments payable under motor vehicle and other non-cancellable operating leases, subject to normal commercial terms and conditions, are as follows:
Group and Company
2025
2024
\u20ac
\u20ac
Not later than 1 year
6,797
6,797
Later than 1 year and not later than 5 years
5,664
12,461
12,461
19,258
The Group and Company have recognised right-of-use assets for leases, except for short-term and low-value leases, in accordance with the requirements of IFRS 16 (Note 6). The lease arrangements in place for motor vehicles fall within the definition of short-term leases for the purposes of IFRS 16.
Commitments - continued
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. Upon entering into the deed of sale in 2026, the Group will no longer be a lessor, and accordingly, the respective operating lease commitments will be extinguished.
35.Contingencies
(a)In terms of the Emphyteutical Deed, the Company is responsible for the construction and installation of the public infrastructure including drainage, water, electricity and telecommunications distribution systems, which on completion of each phase shall pass on to Government. The Company maintains that the circumstances from when the Emphyteutical Deed was entered into have now changed whereby state monopoly over telecommunication infrastructure has been removed and that accordingly telecommunication infrastructure should not revert back to Government upon completion of each phase. The Group has sought assurances from Government in respect of this matter, however as of date of approval of financial statements, such process has not been formally concluded. The Directors do not believe that this matter has any significant financial impact on the Group.
(b)The Company has received claims from property buyers mainly related to damages allegedly incurred by them due to latent defects in their apartments and other differences. To date some of the pending claims were pursued in court; however, the amount of the claims, where quantified, were not deemed material by the Company's Directors.
(c)The Company has received a claim from a property buyer who maintains that the operational procedure implemented by the Company with regards to the use and levying of membership fees for the Tign\u00e9 Point pool is not in line with the claimant's interpretations of the relevant contractual provision. The Court has been asked to (i) determine that the claimant's interpretation is valid and correct and should be the one implemented going forward, (ii) declare that the Company has breached the contractual provision by adopting its own contribution mechanism for the years 2020 - 2022 and (iii) liquidate the excess amount paid to be reimbursed accordingly. The Company believes the outcome of this case will ultimately be immaterial to the financial statements.
(d)At 31 December 2025, the Group has contingent liabilities amounting to \u20ac350,000 (2024: \u20ac350,000), \u20ac85,000 (2024: \u20ac85,000), \u20ac5,000 (2024: \u20ac5,000) and \u20ac44,070 (2024: \u20ac44,070) in respect of guarantees issued by the bank in the ordinary course of business in favour of the PA, the ERA, the Building Regulation Office and the Building and Construction Authority, respectively.
(e)At 31 December 2025, the Company has contingent liabilities in respect of guarantees given to the bank to secure the banking facilities of its related party for the amount of \u20ac119,400 (2024: \u20ac119,400).
(f)A legal intimation has been received by the Company in connection with the non-progression of a proposed business transaction. As at the date of approval of these financial statements, no legal proceedings have been commenced in connection with this matter. The Directors are of the opinion that a material outflow of resources in relation to this matter is remote.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page101-cflshid_52362-tag12012693": { "value": "
34.Commitments
As at 31 December 2024, in addition to settling the liabilities associated with the purchase price of the land (see Note 18), the emphyteutical grant entered into with the Government provided for a series of development obligations relating to the contents of the project and the timescales over which it should be completed. Note 1.1.1 discloses the developments in respect of the project and the new arrangements in place with Government as a consequence of the settlement arrangement entered into by virtue of which Manoel Island and Fort Tigne will revert to Government. A reimbursement amount will be forwarded to the Group upon signing of the Settlement Deed and the amount payable to Government will be extinguished accordingly, reflecting the rescission of the emphyteutical grant in respect of Manoel Island and Fort Tigne.
As at 31 December 2025, the Group had outstanding contractual commitments for project development works for the approximate amount of \u20ac12.3 million (2024: \u20ac20.4 million), which includes the amounts disclosed in Note 36.
Operating lease commitments \u2013 where the Group/Company is the lessor
The future minimum lease payments receivable under non-cancellable operating leases, which are primarily entered into by the Company in relation to rental operations, are as follows:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
Not later than 1 year
1,536,059
1,596,443
637,928
1,596,443
Later than 1 year and not later
than 5 years
2,275,247
2,063,731
437,483
2,063,731
Over 5 years
64,823
116,340
5,795
116,340
3,876,129
3,776,514
1,081,206
3,776,514
The operating lease agreements entered into by the Company typically run for a significant number of years. These contracts generally provide that the lease payments increase by a predetermined percentage every year, which increases have been reflected in the figures above. A number of these arrangements also provide for contingent rentals based on outlet turnover levels.
Operating lease commitments \u2013 where the Group/Company is the lessee
The future minimum lease payments payable under motor vehicle and other non-cancellable operating leases, subject to normal commercial terms and conditions, are as follows:
Group and Company
2025
2024
\u20ac
\u20ac
Not later than 1 year
6,797
6,797
Later than 1 year and not later than 5 years
5,664
12,461
12,461
19,258
The Group and Company have recognised right-of-use assets for leases, except for short-term and low-value leases, in accordance with the requirements of IFRS 16 (Note 6). The lease arrangements in place for motor vehicles fall within the definition of short-term leases for the purposes of IFRS 16.
Commitments - continued
As previously explained within Note 1.1.1 - Developments during 2025 and after the end of the reporting period, during 2025, the Group also commenced a process to dispose of specific investment properties in order to generate funds to meet its liabilities. Upon entering into the deed of sale in 2026, the Group will no longer be a lessor, and accordingly, the respective operating lease commitments will be extinguished.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page102-cflshid_52853-tag12012695": { "value": "
35.Contingencies
(a)In terms of the Emphyteutical Deed, the Company is responsible for the construction and installation of the public infrastructure including drainage, water, electricity and telecommunications distribution systems, which on completion of each phase shall pass on to Government. The Company maintains that the circumstances from when the Emphyteutical Deed was entered into have now changed whereby state monopoly over telecommunication infrastructure has been removed and that accordingly telecommunication infrastructure should not revert back to Government upon completion of each phase. The Group has sought assurances from Government in respect of this matter, however as of date of approval of financial statements, such process has not been formally concluded. The Directors do not believe that this matter has any significant financial impact on the Group.
(b)The Company has received claims from property buyers mainly related to damages allegedly incurred by them due to latent defects in their apartments and other differences. To date some of the pending claims were pursued in court; however, the amount of the claims, where quantified, were not deemed material by the Company's Directors.
(c)The Company has received a claim from a property buyer who maintains that the operational procedure implemented by the Company with regards to the use and levying of membership fees for the Tign\u00e9 Point pool is not in line with the claimant's interpretations of the relevant contractual provision. The Court has been asked to (i) determine that the claimant's interpretation is valid and correct and should be the one implemented going forward, (ii) declare that the Company has breached the contractual provision by adopting its own contribution mechanism for the years 2020 - 2022 and (iii) liquidate the excess amount paid to be reimbursed accordingly. The Company believes the outcome of this case will ultimately be immaterial to the financial statements.
(d)At 31 December 2025, the Group has contingent liabilities amounting to \u20ac350,000 (2024: \u20ac350,000), \u20ac85,000 (2024: \u20ac85,000), \u20ac5,000 (2024: \u20ac5,000) and \u20ac44,070 (2024: \u20ac44,070) in respect of guarantees issued by the bank in the ordinary course of business in favour of the PA, the ERA, the Building Regulation Office and the Building and Construction Authority, respectively.
(e)At 31 December 2025, the Company has contingent liabilities in respect of guarantees given to the bank to secure the banking facilities of its related party for the amount of \u20ac119,400 (2024: \u20ac119,400).
(f)A legal intimation has been received by the Company in connection with the non-progression of a proposed business transaction. As at the date of approval of these financial statements, no legal proceedings have been commenced in connection with this matter. The Directors are of the opinion that a material outflow of resources in relation to this matter is remote.
", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page103-cflshid_53346-tag12012696": { "value": "
101
36.Related party transactions
All companies forming part of the respective groups of companies of which Alf. Mizzi & Sons Limited, Gasan Enterprises Limited, MAPFRE MSV Life p.l.c., Polidano Brothers Limited, Vassallo Builders Group Limited and Lombard Bank Malta p.l.c. form part, are considered by the Directors to be related parties together with First Gemini p.l.c., by virtue of the shareholding that the companies and persons referred to have in MIDI p.l.c.. All entities owned, controlled or significantly influenced by the Company\u2019s ultimate shareholders, together with the Company\u2019s Directors, close members of their families and all entities owned, controlled or significantly influenced by these individuals, are the principal related parties of the Group.
As explained in Note 9, the Company has a 50% shareholding in Mid Knight Holdings Limited, a joint venture through T14 Investments Limited (a fully-owned subsidiary).
The following transactions were carried out with related parties:
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
i) Sale of goods and services
Sale of services to other related parties
359,279
387,430
359,279
387,430
ii) Purchase of goods and services
Purchase of services from subsidiaries
-
-
11,700,894
11,081,162
Purchase of services from other related
parties
96,667
84,685
96,667
84,435
At the end of the reporting period, the Group had no outstanding contractual commitments with related parties for project development (2024: \u20ac1,664,964).
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
iii) Rental income
Revenue earned during the current
171,084
166,101
99,369
166,101
financial year from other related parties
Balances as at 31 December included
within other non-current liabilities
(Note 18)
35,000
35,000
-
35,000
iv) Bank loans from shareholders
Balances at 31 December
17,157,644
9,897,931
17,157,644
9,897,931
Net interest charged during the year
431,345
452,985
431,345
452,985
As at 31 December 2025, the Group and Company had banking facilities for the amount of \u20ac17,157,644 (2024: \u20ac9,897,958) sanctioned by related parties (terms and conditions are reflected in Note 19).
36.Related party transactions - continued
Group
Company
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
v) Bank deposits with shareholders
Balances at 31 December
1,265,575
10,071,289
846
10,071,289
Interest income earned
125,195
104,518
125,195
104,518
Movements in the assets referred to above are analysed in the statements of cash flows.
Group and Company
Group and Company
Face value of bonds
Interest payable
held at 31 December
during the years
2025
2024
2025
2024
\u20ac
\u20ac
\u20ac
\u20ac
vi) Bonds held by related parties
Held by related parties in own name
261,500
261,500
10,460
10,460
The Directors are the Group\u2019s key management personnel and transactions with these related parties consist solely of Directors\u2019 remuneration as disclosed in Note 25.
Wages and salaries recharged to subsidiaries are disclosed in Note 24.
The Company received gross dividends amounting to \u20ac900,000 (2024: \u20ac2,150,000) from its subsidiary T14 Investments Limited.
The transactions undertaken with related parties, disclosed above, were carried out on commercial terms in the normal course of business and are subject to scrutiny by the Board of Directors.
Balances outstanding as at the year end with respect to Group subsidiaries and other related parties are disclosed in Notes 12 and 18 to the Financial Statements. Interest receivable and payable in this respect are also disclosed in Notes 26 and 27, respectively.
The Group also enters into other transactions with other related parties, such as the placement of insurance risks, but the related transaction amounts are not considered to have a material impact on the financial results and financial position of the Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page103-cflshid_53361-tag12012702": { "value": "All entities owned, controlled or significantly influenced by the Company\u2019s ultimate shareholders, together with the Company\u2019s Directors, close members of their families and all entities owned, controlled or significantly influenced by these individuals, are the principal related parties of the Group. ", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page103-cflshid_53361-tag12012704": { "value": "All entities owned, controlled or significantly influenced by the Company\u2019s ultimate shareholders, together with the Company\u2019s Directors, close members of their families and all entities owned, controlled or significantly influenced by these individuals, are the principal related parties of the Group", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page104-cflshid_54189-tag12012701": { "value": "MIDI p.l.c.", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page104-cflshid_54188-tag12012699": { "value": "public limited liability Company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page104-cflshid_54206-tag12012700": { "value": "North Shore, Manoel Island, Gzira, Malta", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page104-cflshid_54206-tag12012707": { "value": "North Shore, Manoel Island, Gzira, Malta", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page104-cflshid_54206-tag12012703": { "value": "Malta", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page104-cflshid_54206-tag12012706": { "value": "Malta", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800W1S7SVQLFV4X66", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } } } }