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Harvest Technology p.l.c. Report & Consolidated Financial Statements 31 December 2025 Company Registration Number: C 63276 Contents
Chairman’s message Chief Financial Officer’s review Directors’ report Corporate Governance - Statement of compliance Statements of profit or loss and other comprehensive income Statements of financial position Statement of changes in equity – the Group Statement of changes in equity – the Company Statements of cash flows Notes to the financial statements Independent auditor’s report
# # # Chairman’s message # 2025 was a challenging year for Harvest Technology p.l.c., characterised by a demanding operating environment and pricing pressure within the payment processing segment. Against this backdrop, the Group focused on the quality and resilience of its earnings base, with improved performance in the retail and IT solutions segment partially offsetting headwinds elsewhere in the portfolio. Group revenue for 2025 amounted to Eur18.2 million, representing an 8% decrease compared to Eur19.8 million in 2024. Profit before tax for the year ended 31 December 2025 was Eur1.6 million, down from Eur1.8 million in the prior year and profit after tax amounted to Eur1 million, a decrease of 6% compared to 2024. While profitability declined year‑on‑year, gross profit remained stable and the Group continued to generate solid cash flows. Harvest closed the year with a strong balance sheet, including a healthy cash position of approximately Eur2.0 million and no outstanding debt, providing both resilience and flexibility as the Group continues to reposition its portfolio and invest selectively for growth. The Group continues to apply a disciplined and balanced approach to capital allocation, ensuring sustainable shareholder returns while preserving sufficient financial flexibility to support long‑term growth objectives. During the year under review, Harvest paid a total gross dividend of Eur0.092 per share (net dividend: Eur0.06 per share), comprising a final gross dividend of Eur0.023 per share (net dividend: Eur0.015 per share) relating to the 2024 financial year and an interim gross dividend of Eur0.069 per share (net dividend: Eur0.045 per share) paid for 2025. The Board has resolved to distribute a final gross dividend of Eur0.015 per share (net dividend: Eur0.01 per share), bringing the total gross dividend for the financial year ended 31 December 2025 to Eur0.084 per share (net dividend: Eur0.055 per share). At subsidiary level, 2025 marked the first full year of operations for Apco Limited as a distinct and reshaped entity, and the business delivered a strong performance, validating the strategic rationale for the acquisition and positioning Apco as a key contributor to the Group’s future growth. This enabled Apco to leverage its established partnerships and product offering, while exploring new strategic alliances, particularly within the security and building management solutions sectors. While revenue declined following the transfer of the automation hardware business, PTL Limited delivered improved profitability through cost rationalisation and operational efficiencies, reflecting a more focused and disciplined operating model. The company remains focused on developing its core intellectual property, with the aim of delivering refreshed solutions to clients across the healthcare, security and corporate services sectors, while continuing to build proprietary software capabilities to support international growth. Apcopay Limited continued to operate in an increasingly competitive environment, with sustained pricing pressure impacting financial performance despite continued growth in processing volumes. While transactions increased by 7% year‑on‑year to reach Eur1.4 billion, processing fees declined by 10%. In response, the Group’s focus for 2026 will be on strengthening the management structure and core infrastructure of this business and enhance product functionality to improve the experience for customers, while completing the migration of merchants to the new payment orchestration platform. Throughout 2025, the Group continued to strengthen its operations while maintaining a stable financial position at year end. While mindful of ongoing market challenges, the Board is cautiously optimistic about the Group’s prospects, supported by a stronger operational platform, improved cost discipline and a clearer focus across its core businesses. I would like to thank our employees and leadership team for their continued commitment and contribution during the year. Guided by its core values, the Group remains focused on supporting its people, upholding strong governance standards, and remaining aligned with its long‑term strategic objectives. I also extend my appreciation to my fellow Board members for their ongoing strategic guidance, and to our shareholders and stakeholders for their continued confidence in the Company. The Board remains committed to delivering sustainable shareholder value through the disciplined development of the Group’s existing portfolio and the careful assessment of strategic investment opportunities aimed at strengthening subsidiary performance. We will continue to build on our core capabilities to support sustainable growth in an increasingly dynamic technology landscape. Mr Simon Montanaro Chairman 13 April 2026 # Chief Financial Officer’s overview During 2025, Harvest Technology p.l.c. generated revenue of Eur18.2 million, compared to Eur19.8 million in 2024, representing a decrease of 8%. Gross profit for the year amounted to Eur7.3 million, remaining broadly in line with the prior year. Profit before tax amounted to Eur1.5 million, down from Eur1.8 million in 2024 whilst profit after tax declined by 6% to Eur1 million in 2025 primarily reflecting higher administrative costs. These were mainly driven by increases in wages and salaries and IT related expenditure, which was partially offset by savings in marketing, legal and professional expenses when compared to 2024. Apco Limited, the Group’s automation, fire, security and building management systems business, delivered a strong performance in 2025. Revenue increased to Eur4.8 million from Eur3.6 million in 2024, representing a 33% year on year uplift. Gross profit rose significantly from Eur1.3 million to Eur2.1 million, while profit before tax reached Eur0.6 million, an increase of 192% compared to the previous year. This performance reflects the full year impact of the acquisition of the automation hardware business from sister company PTL Limited, together with the successful execution of a major contract delivered in the fourth quarter of 2025. Apcopay Limited, the Group’s payment gateway business, generated revenues of Eur3.7 million in 2025, a decrease of 16% when compared to 2024. Gross profit amounted to Eur2.5 million, compared to Eur3.0 million in the prior year, while profit before tax reached Eur0.4 million. This performance was impacted by continued pricing pressure, which resulted in lower processing fees, as well as increased IT expenses associated with the payment gateway. These IT costs were transferred to Apcopay Limited from Ipsyon Limited, the sister company that holds the related intellectual property, which change had no impact at Group level. Looking ahead to 2026, management will focus on increasing processing volumes on a consistent year on year basis, enhancing business development efforts and improving fixed cost efficiency. PTL Limited, the Group’s IT services and software development arm, recorded revenue of Eur9.7 million in 2025, compared to Eur11.6 million in 2024. Gross profit amounted to Eur2.0 million, representing a 5% decrease year on year, while profit before tax increased by 3% to Eur0.6 million. The reduction in revenue was largely attributable to the transfer of the automation hardware business to Apco Limited. Despite this, improvements in both gross profit margin and profit before tax margin were achieved through cost rationalisation and operational efficiencies implemented during the year. Management’s focus going forward will be on securing new business both locally and internationally, targeting B2B and institutional clients by leveraging the Company’s proprietary software and in house technology expertise. Liquidity Notwithstanding the challenging operating environment, the Group’s financial performance in 2025 enabled it to maintain a strong liquidity position and remain debt free. Cash and cash equivalents at 31 December 2025 amounted to Eur2.0 million, compared to Eur2.4 million at the end of the previous year. This movement reflects, among other factors, the payment of gross dividends amounting to Eur2.1 million (net: Eur1.4 million), equivalent to Eur0.092 per share (net: Eur0.06 per share). Gross dividend in 2024 amounted to Eur2.3 million, equivalent to Eur0.10 per share (net: Eur1.5 million, equivalent to Eur0.065 per share). The Group’s current ratio stood at 1.47 as at 31 December 2025, compared to 1.57 in the prior year, continuing to reflect a solid balance sheet and adequate short-term liquidity to support ongoing operations and strategic initiatives. Looking ahead to 2026, Harvest Technology will remain focused on executing its expansion and development initiatives, with particular emphasis on client diversification, operational efficiency and the continued leveraging of its in-house technology expertise. The Group will also continue to monitor prevailing macroeconomic conditions, particularly inflationary pressures, which may be influenced by heightened global uncertainty. I would like to conclude by thanking our shareholders, customers and suppliers for their continued confidence and support, and to express my appreciation to our employees for their commitment and contribution throughout the year. Mr Neacail Micallef Bilocca Chief Financial Officer 13 April 2026 # Directors’ report # The Directors present their report and the audited financial statements of Harvest Technology p.l.c. (“the Company”) and the Harvest Technology p.l.c. Group (Harvest Technology p.l.c. together with its subsidiaries, the “Group) for the year ended 31 December 2025. Principal activities The Company principally acts as a holding company. The Company has four direct subsidiaries: PTL Limited, Apco Limited, Apcopay Limited and Ipsyon Limited. These subsidiaries are mainly involved in the sale, maintenance and servicing of information technology solutions, fire, security, building management systems and to provide electronic payments solutions. Financial performance The results for the Group represent the results of the Company together with those of its subsidiaries for the year ended 31 December 2025. The Group reported revenue of Eur18,226,616 (2024: Eur19,794,534), which represents a decrease of 7.9% over the prior year. This decrease was mainly driven by the payment processing services as well as sale of one-off retail and IT solutions which were concluded in 2024. Operating profit for the Group amounted to; Eur1,590,533 (2024: Eur1,828,218). After accounting for net investment income and finance costs, the Group registered pre-tax profit of Eur1,564,853 (2024: Eur1,786,728) whilst profit after tax amounted to Eur1,042,688 (2024: Eur1,106,194). Gross profit margins improved in the year under review primarily due to an increase in margins in the retail and IT solutions segment of the Group. The Group measures the achievement of its financial objectives using the following key performance indicators: Key Accounting Ratios
| 2025 | 2024
Gross Profit Margin | 40.3% | 36.8%
EBITDA Margin | 13.6% | 13.7%
Pre-Tax Profit Margin | 8.6% | 9.0%
Return on Equity | 11.9% | 13.3%
During the year under review, the Company registered an operating loss of Eur180,096 (2024: loss of Eur397,530). After accounting for net investment income and finance costs, the Company registered a pre-tax profit for the year of Eur1,755,037 (2024: Eur1,454,652) and profit after tax of Eur1,141,697 (2024: Eur851,714). The Group and the Company’s statements of financial position at year-end report net assets amounting to Eur13,376,542 and Eur12,563,329 (2024: Eur13,700,815 and Eur12,788,470) respectively. The Group measures the achievement of its objectives using the following key performance indicators (“KPIs”): The measure used by the Group to assess liquidity is the current ratio, which is defined as the total current assets divided by the current liabilities. At the end of the year the Group reported a net current asset position with a current ratio of 1.47:1 (2024: 1.57:1). The Group has sufficient cash holdings at year end, enabling it to meet its obligations as they fall due. The group utilises the net gearing ratio as an indicator of the Group’s financial leverage, which refers to its long-term debt versus its equity or capital employed. The Group also measures its performance based on earnings before interest, tax, depreciation and amortisation (hereinafter referred to as “EBITDA”). In 2025, EBITDA for the Group reached Eur2,476,392 (2024: Eur2,713,712), with the Group’s EBITDA margin decreasing from 13.7% to 13.6%. Group performance review - non-financial The Directors note that the transaction value in Euros processed by the payment gateway, increased by 7.2% from Eur 1.3 billion in 2024 to Eur 1.4 billion in 2025. Principal risks and uncertainties The successful management of risk is essential to enable the Group to achieve its objectives. The Company regularly updates its group-wide Enterprise Risk Management assessment in order to align its risk mitigation measures to the ever-changing environment which it continues to monitor and update. In fact, all subsidiaries maintain risk registers which are reviewed and updated on a periodic basis by the respective boards. The ultimate responsibility for risk management rests with the directors of the various boards, who evaluate each subsidiary’s risks and formulate policies for identifying and managing such risks. The principal risks and uncertainties, which are likely to cause adverse impacts on the business are listed below: Market and competition The Group operates in a highly competitive environment and faces competition from various other entities. Technological developments can also create new forms of quickly evolving competition. An effective, coherent and consistent strategy to respond to competitors and changing markets has enabled the Group to sustain its market share and its profitability. The Group continues to focus on service quality and performance in managing this risk. Growing pressure on the rates charged and commissions that Apcopay Limited generates through its clients and partnerships with various banks can also continue to impact future results. Legislative risk The Group is subject to several laws and regulations covering a wide range of matters. Failure to comply with such obligations could have significant financial or reputational consequences which could materially affect the Group’s ability to operate. The Group has embedded operating policies and procedures to ensure compliance with all existing legislation and adequate preparation for new legislation that will impact the Group in the coming year. Talent and skills Failure to engage and develop the Group’s existing employees or to attract and retain talented employees could hamper the Group’s ability to deliver in the future. Regular reviews are undertaken of the Group’s resourcing requirements. Economic and market environment A significant economic decline in any of the markets that the Group operates in, could impact the Group’s ability to continue to attract and retain customers. Demand for the Group’s products and services can be adversely affected by weakness in the wider economy which are beyond the Group’s control. This risk is evaluated as part of the Group’s annual strategy process covering the key areas of investment and development and updated regularly throughout the year. The Group continues to invest in innovation and regularly reviews its pricing structures to ensure that its products and services are appropriately placed within the markets in which it operates. Brand and reputation risk Damage to the Group’s reputation could ultimately impede the Group’s ability to execute its corporate strategy. To mitigate this risk, the Group strives continually to build its reputation through a commitment to sustainability, transparency, effective communication and best practices. The Group works to develop and maintain its brand value. Technology and business interruption The Group relies on information technology in all aspects of its business. In addition, the services that the Group offers to its customers are reliant on complex technical infrastructure. A failure in the operation of the Group’s key systems or infrastructure could cause a failure of service to its customers, thus negatively impacting its brand, and increased costs. The Group invests in technology infrastructure to enable it to continue to support the growth of its business and has a robust selection and monitoring process of third-party providers. The Group also organises regular business continuity exercises to ensure ongoing readiness of key systems and sites. Cybersecurity risk Failures or breaches of the electronic systems of the Group, its advisers and other service providers could cause disruptions, negatively impacting the Company’s business operations and/or potentially result in financial losses to the Group. Irrespective of the business continuity plans and risk management systems in place that address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Group cannot control the cybersecurity plans and systems of any of the Group’s advisers and other service providers. Customer service The Group’s revenues are at risk if it does not continue to provide the level of service expected by its customers. The Group’s commitment to customers is embedded in its values. The relevant employees undertake appropriate training programmes to ensure that they are aware of, and abide by, the levels of service that are required by the Group’s customers. Financial instruments risks Note 39 to the financial statements provides details in connection with the Company’s financial risk management objectives and policies and the financial risks to which it is exposed. Non-financial statement matters Environmental matters The Group is committed to environmental and social responsibility and feels that it is its duty to operate as part of the local community in order to keep the environment in which it operates tidy. Subsidiaries within the Group are controlling waste collection, separation and recycling of waste. Employee matters The Group provides opportunities to individuals with diverse backgrounds and experiences, to work in its environment and provide the necessary training programs to its staff members to ensure high levels of engagement which is essential to its continuing business success, whilst making sure that it provides career progression mechanisms and rewarding achievements. All this is provided in an environment which fosters diversity and equal opportunities for everyone, respecting the unique attributes and perspectives of every employee. The Group provides equal treatment and equal employment opportunity without regard to race, colour, religion, sex, age, national origin, disability, sexual orientation, gender identity or any other basis protected by law. In addition, it is committed to providing a safe and healthy working environment for its employees. For everyone’s safety, employees must immediately report accidents and unsafe practices or conditions to their immediate supervisors. Social matters The Group engages with social partners and the community in general to give back through community involvement and the protection of the environment. Obligations The Group conducts its activities by taking positive actions which respect human rights, as defined in the code of business conduct, which applies to all employees of the Group. All Group employees follow the standard of business conduct. The Group makes sure that it respects all its obligations regarding fraud, bribery and corruption. The Group prohibits all forms of bribery and corruption in accordance with the Group Code of Conduct and Whistle-blower Policy to ensure that all employees are deterred from any corrupt practices or bribery as well as are incentivized to report any such activities in a direct line with the responsible Group supervisor, without fearing reprisals. Accordingly, all employees, representatives and business partners must fully comply with anti-bribery legislation. Meanwhile, the Group is committed to complying with the applicable laws in all countries where it does business. It adopts an anti-corruption policy which sets forth its commitment to ensuring that it carries out business in an ethical manner. Results and dividends The results for the year ended 31 December 2025 are shown in the statements of comprehensive income. The Group’s total comprehensive income for the year was Eur1,042,688 (2024: Eur1,106,194), while the Company’s profit for the year after taxation was Eur1,141,697 (2024: Eur851,714). During the year, the Directors declared gross dividends of Eur2,102,827(net: Eur1,366,838) to ordinary shareholders (2024: gross Eur2,278,066 net Eur1,480,743) comprising a final gross dividend of Eur525,707 (net dividend: Eur341,710) relating to the 2024 financial year and an interim gross dividend of Eur1,577,120 (net dividend: Eur1,025,128) paid for 2025. Finally, on 13 April 2026, the Board of Directors resolved to distribute a final gross dividend for the financial year ended 31 December 2025 amounting to Eur350,471 (final net dividend: Eur227,806). This takes the total dividend for the 2025 financial year to Eur1,927,591 (net: Eur1,252,934). Events after the reporting date As disclosed in note 38 to the financial statements, the Company and its subsidiary, Apcopay Limited (C 29099), have each been named as defendants in proceedings filed before the Maltese Courts by Mr George Kakouras, a former employee of Hili Properties p.l.c. (C 57954), who was at different times seconded by his employer to Harvest Technology p.l.c. and to Apcopay Limited respectively. No other adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorization. Ongoing conflicts and economic uncertainties The ongoing war in the Middle East is being closely monitored by the Directors. The Group has no direct investment exposure in the region and, as at the date of approval of these financial statements, the Group has no plans to expand its operations or investments in that region. Nevertheless, the Group remains vigilant, as a prolongation of the war is likely to have indirect effects, including potential disruptions to global supply chains and upward pressure on costs arising from inflationary factors. Future business outlook The Directors consider that the financial position of the Group at the end of the reporting period to be satisfactory and that it remains well placed to sustain its present level of activity and meet its obligations as they fall due. The Directors’ outlook for the year ending 31 December 2026 remains cautiously optimistic. The Group expects to continue delivering measured growth through the further development and optimisation of its existing business operations, supported by disciplined capital allocation and a continued focus on operational excellence. Going Concern After reviewing the Group’s and Company’s budget for the next financial year, and other longer-term plans, the Directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing these financial statements. Directors The directors who held office during the year were:
Mr. Simon Montanaro | Independent Non-Executive (Chairman) - appointed on 2 March 2026
Mr. Keith Busuttil | Non-Executive (Chairman) - resigned on 2 March 2026
Dr. Yasmine Aquilina | Non-Executive
Ms. Jacqueline Camilleri | Independent Non-Executive
Mr. Dorian Desira | Non-Executive
Mr. Carmelo Hili | Non-Executive
Mr. Peter Hili | Non-Executive
Mr. Stephen Paris | Independent Non-Executive
The directors are eligible for re-appointment in the manner specified in the corporate governance statement. Remuneration statement In terms of Rule 8A.4 of the Code, the Company is to include a remuneration statement in its annual report which shall include details of the remuneration policy of the Company in respect of the financial packages of members of the Board of Directors and, to the extent applicable, the Chief Executive Officer ( “CEO” ) of the Company. The Company’s remuneration of its Directors and CEO (as applicable) is based on the remuneration policy adopted and approved by the shareholders of the Company at the annual general meeting held on 30 July 2020 (the “Remuneration Policy” ). The same Remuneration Policy was presented and approved by the shareholders of the Company again at the annual general meeting held on the 29 July 2024. The Remuneration Policy of the Company is available for inspection on the Company’s website on https://harvest.tech/wp-content/uploads/2020/07/Harvest-Renumeration-Policy.pdf Remuneration Policy The Remuneration Policy of the Company is intended to provide an over-arching framework that establishes the principles and parameters to be applied in determining the remuneration to be paid to any member of the Board of Directors, and the CEO, as applicable. The Remuneration Policy is also intended to demonstrate how the remuneration that may be paid to Directors and the CEO, as applicable, contributes to the development and attainment of the Company’s corporate strategy and its long-term success, development and sustainability, and is aimed at attracting and retaining suitable candidates with the appropriate skills, technical knowledge experience and expertise. Remuneration payable to Directors Fixed remuneration The remuneration payable to Directors shall be fixed and shall not include any variable element based on performance indicators or the right to purchase shares in the Company by virtue of share options, or any other deferred compensation, or pension benefits. In addition to fixed remuneration in respect of their position as members of the Board of Directors of the Company, individual Directors who are also appointed to chair, or to sit as members of, one or more committees or sub-committees of the Company, or who are appointed to serve as directors and, or Chair of the board of subsidiaries of the Company, are entitled to receive additional remuneration as may be determined by the Board of Directors from time to time. Any such additional/ remuneration shall, however, form part of the aggregate emoluments of the Directors as approved by the general meeting of the Company. The basis upon which such additional remuneration is paid shall take into account the skills, competencies and technical knowledge that members of such committees require and the respective functions, duties and responsibilities attaching to membership of such committees. Other entitlements The Company may also pay out fringe benefits, comprising of medical and life insurance (subject, however, to a commercially reasonable capping on the premium payable), as well as mobile and internet connectivity data, at the expense of the Company. Director service contracts As at the date hereof, the independent non-executive Directors are party to a director services contract with the Company, pursuant to which their respective role, responsibilities, duties and the applicable remuneration is set out. The term of such service contracts commences from the date of entry into the said contract and continues in force thereafter until the next annual general meeting of the Company at which the Directors shall be eligible for re-election, or until such time as the Director resigns or until such time as such Director is removed from office. None of the service contracts contain provisions for termination payments and other payments linked to early termination. Remuneration payable to CEO Fixed and Variable Remuneration The CEO is entitled to a fixed-based salary together with a variable discretionary performance bonus, based on a pre-defined percentage of the audited consolidated net profit before taxation of the Company. Such bonus scheme is driven by the crucial role of the CEO in the oversight of the day-to-day business, and the growth of the Company and its underlying business clusters. The remuneration payable to the CEO is reviewed annually by the Board of Directors to ensure that such remuneration is commensurate with the roles, duties and responsibilities of the CEO, as well as the individual skills, knowledge, expertise, experience and performance thereof. In establishing the remuneration payable to the CEO, the Board of Directors is guided by the recommendations of the RemNom Committee, including any recommendations intended to ensure that remuneration payable is in line with market standards and is well suited to retain and motivate the CEO of the Company to contribute to the long-term success and development of the Group. Remuneration Report In terms of Capital Markets Rule 12.26K, the Company is also required to draw up an annual remuneration report (the “Remuneration Report” ), which report is to:
i. | provide an overview of the remuneration, including benefits in whatever form, awarded or due to members of the Board of Directors and the CEO during the financial year under review; and
ii. | explain whether any deviations have been made from the Remuneration Policy of the Company.
In this respect, the Company is hereby producing its fifth Remuneration Report since the approval and entry into effectiveness, in July 2020 of the Remuneration Policy described in the preceding sections. Remuneration paid to Directors The remuneration paid to individual Directors during the year under review was as follows:
| Position | Remuneration paid
Dr. Yasmine Aquilina | Non-Executive Director | Eur nil
Mr. Keith Busuttil | Non-Executive Director | Eur 23,182
Ms. Jacqueline Camilleri | Independent Non-Executive Director | Eur 20,000
Mr Dorian Desira | Non-Executive Director | Eur nil
Mr Carmelo Hili | Non-Executive Director | Eur nil
Mr. Peter Hili | Non-Executive Director | Eur nil
Mr. Stephen Paris | Independent Non-Executive Director | Eur 20,000
The remuneration paid to the independent non-executive Directors covers both their role as directors of the Company and their role as members or chairpersons of sub-committees of the Company, as well as their position, if any, as directors of subsidiaries forming part of the Group. The aggregate emoluments that may be paid to Directors in any one financial year shall be as determined by the Company in the general meeting in accordance with Article 21.1 of the Articles of Association of the Company. In this respect, the shareholders of the Company approved, as part of the ordinary business at the last annual general meeting of the Company held on 30 July 2025, that the aggregate remuneration that may be paid to the Directors of the Company for the financial year ending 31 December 2025 was fixed at Eur 150,000. The aggregate emoluments of the Directors in respect of their role as directors of the Company and, where applicable, as members of sub-committees of the Board of Directors of the Company and non-executive directors of subsidiaries forming part of the Group, amounted to Eur63,182. In view of the management structure of the Group, and the fact that the main assets of the Company are its investments in its operating subsidiaries (PTL Limited, Apco Limited, Apcopay Limited and Ipsyon Limited), the Board considers a fixed remuneration to Directors as an appropriate and suitable remuneration package for the Board in the performance of their duties. Furthermore, the Remuneration Committee is satisfied that the fixed remuneration for the year under review is in line with the core principles of the Remuneration Policy applicable during the year under review, including giving due regard to market conditions and remuneration rates offered by comparable organisations for comparable roles. Remuneration paid to CEO Due to an agreement with a related party, no remuneration was due for the secondment of the CEO from the respective party. Decision-making with respect to the Remuneration Policy Whereas the Board of Directors is responsible for determining the Remuneration Policy of the Company, the RemNom Committee, acting in its function as the Remuneration Committee, is, in turn, responsible for overseeing and monitoring its implementation and ongoing review thereof. The Remuneration Policy shall be reviewed regularly, and any material amendments thereto shall be submitted to a vote by the annual general meeting of the Company before adoption, and in any case at least every four (4) years. In evaluating whether it is necessary or beneficial to supplement or otherwise alter the Remuneration Policy of the Company, the RemNom Committee shall have regard to, inter alia , best industry and market practice on remuneration, the remuneration policies adopted by companies operating in the same industry sectors, as well as legal and, or statutory rules, recommendations or guidelines on remuneration, including but not limited to the Code of Principles of Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules issued by the MFSA. Members of the RemNom Committee are not present while his/her remuneration as a Director or other officer of the Company and, or of any other company forming part of the Group, is being discussed at a meeting of such Committee, and any decision taken by the Committee in this respect shall be subject to the approval of the Board of Directors. At a meeting of the Board of Directors, no Director may be present while his/her remuneration as a Director or other officer of the Company and, or of any other company forming part of the Group, is being discussed. Going concern The directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements. Disclosure of information to the auditor At the date of making this report the directors confirm the following:
- | As far as each director is aware, there is no relevant information needed by the independent auditor in connection with preparing the audit report of which the independent auditor is unaware; and
- | Each director has taken all steps that they ought to have taken as a director in order to make themselves aware of any relevant information needed by the independent auditor in connection with preparing the report and to establish that the independent auditor is aware of that information.
Statement of directors’ responsibilities The Companies Act, Cap 386 requires the directors to prepare financial statements for each financial period which give a true and fair view of their state of affairs of the Group and the Company as at the end of the reporting period and of the profit or loss of their operations for that period. In preparing those financial statements, the directors are required to:
- | adopt the going concern basis unless it is inappropriate to presume that the Company will continue in business;
- | select suitable accounting policies and then apply them consistently;
- | make judgements and estimates that are reasonable and prudent;
- | account for income and charges relating to the accounting period on the accruals basis; and
- | value separately the components of asset and liability items.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies Act, Cap 386. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the assets of the Group, and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The financial statements of the Company for the year ended 31 December 2025 are included in the Annual Report 2025, which is published in hard-copy printed form and is made available on the Company’s website. The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of, the website. Access to information published on the Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta. Auditor Grant Thornton have intimated their willingness to continue in office. A resolution to reappoint Grant Thornton as auditor of the Company will be proposed at the forthcoming annual general meeting. Signed on behalf of the Board of Directors on 13 April 2026 by Mr. Simon Montanaro (Chairman and Director) and Mr. Stephen Paris (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. Registered address: Nineteen Twenty-Three Valletta Road Marsa MRS 3000 Malta 13 April 2026 # Corporate Governance - Statement of Compliance # A. Introduction Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority (MFSA), Harvest Technology p.l.c. (the “ Company ”) should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules (the “ Code ”). As at the date of this Report, the Board of Directors of the Company (the “ Board ” or the “ Directors ”) considers the Company to be generally compliant with the Code. In those instances where the Company’s organisation and practices deviate from the Code, the Board is of the view that there are cogent justifications for such divergences, taking into account the size, complexity and nature of operations of the Company, as explained in further detail in section B of this Corporate Governance Statement. The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. However, the Directors strongly believe that such practices are generally in the best interests of the Company and its shareholders and that compliance with the Code is not only expected by investors but also evidences the Directors’ and the Company’s commitment to a high standard of good governance. The Company’s governance lies principally with its Board, which is responsible for the overall determination of the Company’s policies and business strategies. The Company has adopted a corporate decision-making and supervisory structure that is tailored to suit its requirements and designed to ensure the existence of adequate controls and procedures within the Company, whilst retaining an element of flexibility essential to allow the Company to react promptly and efficiently to circumstances arising in respect of its business, taking into account its size and the economic conditions in which it operates. The Directors are of the view that it has employed structures, which are most suitable and complementary for the size, nature and operations of the Company. Accordingly, in general, the Directors believe that the Company has adopted appropriate and suitable structures to achieve an adequate level of good corporate governance, together with an adequate system of control in line with the Company’s requirements. This Corporate Governance Statement (the “ Statement ”) sets out the organisational structures, internal controls, practices and processes in place within the Company and explains how these effectively achieve the provisions and principles set out in the Code. For this purpose, the Statement will make reference to the pertinent provisions and principles of the Code and set out the manner in which the Directors believe these have been adhered to. Where the Company has not complied with any of the principles of the Code, this Statement provides an explanation for such non-compliance. Reference in this Statement to compliance with the principles of the Code means compliance with the Code’s main principles and provisions. The Board has carried out a review of the Company’s compliance with the Code during the period under review and is hereby reporting on the extent of its adoption of the provisions and principles of the Code for the financial year being reported, as required in terms of Capital Markets Rule 5.97. The Code is accessible via the website of the MFSA on https://www.mfsa.mt/wp-content/uploads/2026/01/Full-Capital-Markets-Rules-as-amended-on-1-January-2026.pdf B. Compliance Principle 1: The Board The Directors believe that for the period under review, the Company has generally complied with the requirements of this principle and the relative Code provisions. The Board is composed of members who are fit and proper to direct and manage the business of the Company with honesty, competence and integrity. All the members of the Board are fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of the Company and its status as a listed company and the Board is cognisant of its accountability for its own performance and that of its delegates. The Board is primarily responsible for determining the Company’s strategic direction and organisational requirements, whilst ensuring that the Company has the appropriate mix of financial, human and operational resources to meet its objectives and improve its performance. Throughout the period under review, the Board provided the necessary leadership in the overall direction of the Company and has adopted prudent and effective systems whereby it obtained timely information from the CEO and the Chief Financial Officer (the “CFO” ). The CEO, acted as a channel of communication between the rest of the senior management team, the managing directors of the Company’s operating subsidiaries, and the Board of Directors of the Company, ensuring an effective contribution to the decision-making process, whilst at the same time exercising prudent and effective controls. The CFO leads the finance function of the Company and plays a central role in the preparation of the Company’s consolidated financial statements, the appraisal of investment opportunities, as well as the monitoring of the operational performance of the Company’s business, cash flow and capital requirements. The CFO is also generally responsible for ensuring that the Company complies with its statutory financial and fiscal reporting obligations. The Board delegates specific responsibilities to a number of committees, most notably the Audit Committee (the “Audit Committee” ), and the Remuneration and Nominations Committee (the “RemNom Committee” ), as well as the Governance and Risk Committee, each of which operate/d under formal terms of reference approved by the Board. Further detail in relation to the Committees and the responsibilities of the Board is found in paragraph ‘ Principles 4 and 5 ’ of this Statement. Principle 2: Chairman and Chief Executive Officer In the period under review, the role of the Chairman was occupied by Mr. Keith Busuttil who resigned on 2 March 2026. Mr. Simon Montanaro was appointed to serve as Chairman of the Company as of the same date. Whilst no CEO was in office at the beginning of the year, on 17 April 2025, Mr Georgios T. Kakouras was appointed CEO of the Company and served in this position until 5 January 2026. Mr Neacail Micallef Bilocca was appointed interim CEO on the same date. Mr. Keith Busuttil was not an independent Director as recommended by the Code. The Board considered that notwithstanding that Mr Keith Busuttil was not an independent Director as recommended by the Code, the means for addressing potential conflicts of interest were suitably addressed in the Articles of Association of the Company and terms of reference of the Audit Committee of the Company. Furthermore, the Board considered Mr. Keith Busuttil to be fit and proper to occupy the role, having the relevant and necessary experience and expertise to fulfil the role. As from 2 March 2026, Mr. Simon Montanaro has been appointed Chairman and is an independent Director as recommended by the Code. The responsibilities and roles of the Chairman and the CEO are clearly established and agreed to by the Board of Directors, with the Chairman generally responsible for leading the Board. Whilst it is noted that the CEO is generally responsible for the day-to-day management of the Company. The Chairman is responsible for:
• | leading the Board and setting its agenda;
• | ensuring that the Board is in receipt of precise, timely and objective information to enable the Board to take sound and commercially reasonable decisions and effectively monitor the performance of the Company;
• | encourages and supports active engagement by all Directors for discussion of complex and contentious issues and ensuring that all Directors are afforded ample opportunity to contribute to the issues on the agenda and present their views; and
• | ensuring effective communication and relationship management with the Company’s shareholders.
Principle 3: Composition of the Board In terms of Clause 5 of the Memorandum of Association of the Company and Article 12.3 of the Articles of Association of the Company, the board of directors shall consist of a minimum of five (5) and maximum of seven (7) directors, one of whom may include the CEO provided that said CEO does not form part of the senior management of the Company in accordance with Article 13.2 of the Articles of Association. The Articles of Association of the Company distinguish between the process for the appointment of executive directors and non-executive directors. Appointment of executive directors Non-executive directors of the Company are entitled to appoint executive directors to the Board of Directors of the Company from amongst the most senior executive positions of the Company. An executive director appointed in such manner will have a term of office of three (3) years and will thereafter be eligible for re-appointment and may not be removed from office by the non-executive directors: (i) unless his office as a senior executive has also been terminated; or (ii) with just cause being shown to the satisfaction of the Nominations Committee. As indicated hereunder, none of the directors of the Company are executive directors. Appointment of non-executive directors Non-executive directors of the Company shall be appointed by the shareholders in the annual general meeting of the Company. The Articles of Association of the Company provide for two mechanisms by which non-executive directors may be nominated for appointment by the shareholders at the annual general meeting, as follows: (i) any member or number of members who in the aggregate hold not less than 10% of the total number of equity securities having voting rights in the Company shall be entitled to nominate a fit and proper person for appointment as a director of the Company; and (ii) in addition to the aforementioned nominations, the directors themselves, or the Nominations Committee, may make recommendations and nominations for the appointment of directors at the next following annual general meeting. In either case, no person will be entitled to take office as a director unless approved by the Nominations Committee, which is empowered to reject any recommendation if in its considered opinion, such appointment could be detrimental to the Company’s interests or if such person is not considered fit and proper to occupy that position. Removal of directors Any Director may be removed at any time by the ordinary resolution of the shareholders of the Company in accordance with the Companies Act (Cap. 386 of the laws of Malta), or in accordance with any other applicable law, or in the specific cases set out in the Articles of Association of the Company. Once appointed to office in accordance with the provisions of the Articles of Association of the Company, a Director shall hold office for a minimum period of three (3) years and a maximum period of five (5) years, unless he/she resigns or is earlier removed or is due to retire by rotation in accordance with the Articles of Association of the Company. A Director whose term of office expires will be eligible for re-appointment. During the period under review the Board of Directors was chaired by Mr. Keith Busuttil, and comprised six (6) non-executive Directors, until his resignation which took effect from the 2 March 2026. With effect from the same date, the Board of Directors appointed Mr. Simon Montanaro as Chairman of the Board of Directors, in accordance with the Articles of Association of the Company. The Board of Directors is currently chaired by Mr. Simon Montanaro and comprises five (6) non-executive Directors. As at the date of this Statement, the directors of the Company are:
Name | Capacity | Date of appointment
Mr. Simon Montanaro | Independent Non-Executive (Chairperson) | 2 March 2026
Dr. Yasmine Aquilina | Non-Executive | 27 June 2023
Ms. Jacqueline Camilleri | Independent Non-Executive | 3 September 2019
Mr. Dorian Desira | Non-Executive | 29 July 2024
Mr. Carmelo Hili | Non-Executive | 3 May 2024
Mr. Peter Hili | Non-Executive | 14 March 2022
Mr. Stephen Paris | Independent Non-Executive | 14 October 2019
Mr Dorian Desira and Ms Jacqueline Camilleri will be obliged to retire from office at the next annual general meeting but will be eligible for re-appointment at the same meeting. For the purpose of Code provision 3.2, three of the Directors are considered by the Board to be independent within the meaning of the Capital Markets Rules, such independent directors being Mr. Simon Montanaro, Ms. Jacqueline Camilleri and Mr. Stephen Paris. In making this determination in respect of the former, the Board of Directors considered the following principal determining factors: (i) with reference to her position as a member of the Board of Directors of Hili Finance Company p.l.c. (C85692), the Board noted that Ms. Camilleri sits as an independent non-executive director and is, therefore, not involved in the day-to-day operations; and (ii) none of the circumstances set out in Code provision 3.2 that would be indicative of a director’s non-independence, are satisfied. The Board of Directors considers that notwithstanding that Mr. Peter Hili, Mr Carmelo Hili and Mr Dorian Desira are directors of associate companies, such persons are mindful of maintaining the necessary professionalism and integrity to duly fulfil their roles and responsibilities as non-executive directors of the Company. The Board of Directors maintained the view that notwithstanding that while occupying the role of non-executive director of the Company Dr. Yasmine Aquilina is employed by Hili Ventures Limited, the parent company of the majority and controlling shareholder of the Company, there are cogent reasons to believe that the independence of the said director is not compromised by the services rendered by the said director under his contract of employment, mindful of maintaining professionalism and integrity in carrying out her duties, responsibilities and providing judgement as a non-executive director of the Company. The non-executive Directors contribute to the strategic development of the Company and the creation of its long-term growth and are responsible for:
• | constructively challenging and developing strategy;
• | monitoring reporting of performance;
• | scrutinising performance of management; and
• | ensuring the integrity of financial information, financial controls and risk management systems.
Save as disclosed above, none of the non-executive Directors of the Company:
(a) | are or have been employed in any capacity by the Company
(b) | receive significant additional remuneration from the Company
(c) | have close family ties with any of the executive members of the Board;
(d) | have been within the last three years an engagement partner or a member of the audit team of the present or past external auditor of the Company; and
(e) | have a significant business relationship with the Company.
In terms of Code provision 3.4, each non-executive Director has declared in writing to the Board that he/she undertakes:
• | to maintain in all circumstances his/her independence of analysis, decision and action;
• | not to seek or accept any unreasonable advantages that could be considered as compromising his/her
• | independence; and
• | to clearly express his/her opposition in the event that he/she finds that a decision of the Board may harm the Company.
Each non-executive Director has complied with such an undertaking for the period under review. Principles 4 and 5: The Responsibilities of the Board and Board Meetings The Board of Directors is entrusted with the overall direction, administration and management of the Company and meets on a regular basis to discuss and take decisions on matters concerning the strategy, operational performance and financial performance of the Company. In fulfilling its mandate, the Board assumes responsibility to:
a | establish appropriate corporate governance standards
b | review, evaluate and approve, on a regular basis, long-term plans for the Company;
c | review, evaluate and approve the Company’s budgets and forecasts;
d | review, evaluate and approve major resource allocations and capital investments;
e | review the financial and operating results of the Company;
f | ensure appropriate policies and procedures are in place to manage risks and internal control;
g | review, evaluate and approve the overall corporate organisation structure, the assignment of management responsibilities and plans for senior management development including succession;
h | review, evaluate and approve compensation of senior management;
I | review periodically the Company’s objectives and policies relating to social, health and safety and environmental responsibilities; and
j | ensuring effective communication with shareholders, stakeholders and the market.
In fulfilling its responsibilities, the Board continuously assesses and monitors the Company’s present and future operations, opportunities, threats, and risks in the external environment, and its current and future strengths and weaknesses in its internal environment. The Board delegates specific responsibilities to the Audit Committee and the RemNom Committee, as well as, the Governance and Risk Committee. The Board believes that it complies fully with the requirements of Principle 5 and the relative Code provisions, in that it has systems in place to ensure reasonable notice of meetings of the Board and ensuring that the Directors receive discussion papers in advance of meetings so as to provide adequate time for Directors to adequately and suitably prepare themselves and enable them to make an informed decision during meetings of the Board. The Directors are assisted by the company secretary, who is consulted to ensure compliance with statutory requirements and with continuing listing obligations. The company secretary keeps detailed minutes of all meetings of the Board and of its committees, which minutes are subsequently circulated to the Board as soon as practicable after the meeting. The company secretary also maintains detailed records of all dealings by Directors and senior executives of the Company and its subsidiaries in the Company’s shares, and assists the Board and senior management in being duly informed of, and conversant with, their obligations emanating from the Market Abuse Regulation (EU Regulation 596/2014) (“ MAR ”) and ensuring compliance therewith, to ensure the prevention and detection of insider dealing, unlawful disclosure of inside information and, or market abuse. In particular, cognisant of the material consequences of non-compliance with MAR and the effects thereof on investor confidence and market integrity, the Board has in place written policies and procedures relating to the keeping of permanent and temporary insiders lists, dealing in shares of the Company, and procedures for persons in possession of inside information. In addition, the Directors may, in the course of their duties, seek independent professional advice on any aspect of their duties and responsibilities or the business and activities of the Company, at the Company’s expense. During the period under review, the Board met eight (8) times. As a matter of policy, the Board seeks to meet at least twice every quarter, and a policy was established whereby early in the calendar year, meetings are scheduled for the full year, to allow adequate planning and time commitment, subject to the addition of ad hoc meetings as and when considered necessary. The following reports the attendance at Board meetings of each of the Directors during the period under review:
Name | Capacity | Meetings attended while in office
Mr. Keith Busuttil | Non-Executive (Chairman) | [8] / [8]
Dr. Yasmine Aquilina | Non-executive director | [7] / [8]
Ms. Jacqueline Camilleri | Independent Non-Executive | [7] / [8]
Mr. Dorian Desira | Non-Executive | [8] / [8]
Mr. Carmelo Hili | Non-Executive | [6] / [8]
Mr. Peter Hili | Non-executive director | [7] / [8]
Mr. Stephen Paris | Independent Non-Executive | [8] / [8]
Principle 6: Information and Professional Development On joining the Board, Board members undergo a formal induction programme, whereby the company secretary informs the incoming members of their statutory director duties and obligations, the requirements and implications of relevant legislation, as well as their rights, duties, and obligations under the Company’s Articles of Association and internal policies and procedures. Directors are also provided with a presentation on the activities of the Company and subsidiaries. On a regular basis, the Directors also receive periodic information on the Group’s financial performance and position. The company secretary ensures effective information flows within the Board, committees and between senior management and Directors, as well as facilitating professional development. The company secretary advises the Board on governance matters. Directors may, in the course of their duties, seek independent professional advice on any matter at the Company’s expense. In addition, the Board and its committees are given adequate and suitable resources to duly discharge their functions in a proper and effective manner. Management is responsible for ensuring that management and employees have access to development and training opportunities to retain and enhance the Group’s competitive positioning, to safeguard and augment staff morale, and to ensure effective continuity and succession planning. The Company will provide for additional individual Directors' training on an as required basis. Principle 7: Evaluation of the Board’s Performance The Board is of the view that over the period under review, all members of the Board, individually and collectively, have contributed to proceedings in line with the required levels of diligence and skill. In addition, the Board believes that its current composition endows the Board with a cross-section of skills and experience and achieves the appropriate balance required for it to function effectively. The Board considers its own performance, and that of its committees as described in Principle 8 hereunder, as satisfactory and not meriting a revision to the Company’s corporate governance structures. The Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company. Principle 8: Committees Audit Committee The Audit Committee’s primary objective is to assist the Board in fulfilling its oversight responsibilities over the financial reporting processes, and the system of internal controls, the audit process and the process for monitoring compliance with applicable laws and regulations. The Audit Committee oversees the conduct of the internal and external audit and acts to facilitate communication between the Board, management and the internal and external auditors. The external auditors are invited to attend the Audit Committee meetings. The Audit Committee reports directly to the Board. The Board has set formal terms of reference of the Audit Committee, which set out its composition, role, function, and the parameters of its remit, as well as the procedures and processes to be complied with in its activities. The Audit Committee is expected to deal with and advise the Board on issues of risk, control, governance and compliance, and associated assurance of the Company including:
i. | ensuring that the Company adopts, maintains and, at all times, applies appropriate accounting and financial reporting processes and procedures;
ii. | monitoring of the audit of the Company’s management and annual accounts;
iii. | facilitating the independence of the external audit process and addressing issues arising from the audit process and ensuring good communication between internal and external audit activities, as applicable;
iv. | reviewing of the systems and procedures of internal control implemented by management and of the financial statements, disclosures and adequacy of financial reporting;
v. | making recommendations to the Board in relation to the appointment of the external auditors and the approval of the remuneration and terms of engagement of the external auditors, following the relative appointment by the shareholders in the annual general meeting;
vi. | monitoring and reviewing of the external auditors’ independence and, in particular, the provision of additional services to the Company;
vii. | ensuring that the Company, at all times, maintains effective financial risk management and internal financial and auditing control systems, including compliance functions.
viii. | assisting management of each business component with the identification of risks to which the Group and its business and operations are, or may be, exposed to including, but not limited to, client risk, transaction risk, enterprise and business risk, jurisdictional risk, product risk, and delivery risk, among others;
ix. | risk quantification to assess the potential likelihood of the occurrence of the risks identified and the potential impact of such occurrence;
x. | oversight of screening of existing and potential customers and suppliers, including know-your-customer and due diligence verifications, and ongoing due diligence thereinafter;
xi. | the design, implementation, and oversight of risk management internal policies, procedures, processes, controls, systems and governance structures;
xii. | the ongoing monitoring and evaluation of risks;
xiii. | reporting on findings of evaluations undertaken and recommendations to address weaknesses or deficiencies in the processes and procedures of the Group; and
xiv. | effective and timely implementation of remedial actions to address governance and risk management deficiencies.
Furthermore, the Audit Committee has the role of assessing any potential conflicts of interest between the duties of the Directors and their respective private interests or duties unrelated to the Company. In addition, the Audit Committee has the role and function of evaluating any proposed transaction to be entered into by the Company and a related party (which term shall have the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council) to ensure that the execution of any such transaction is at arm’s length, on a commercial basis and ultimately in the best interests of the Company. Any proposed transaction which the Company wishes to enter into and which satisfies either of the following conditions shall be referred to the Audit Committee for its consideration and approval:
(i) | transactions which clearly fall within the ambit of the Capital Markets Rules as ‘related party transactions’ and which are not the subject of an exemption therefrom;
(ii) | transactions in respect of which management is not certain as to whether they fall within the ambits of the Capital Markets Rules as related party transactions or in respect of which there is uncertainty as to whether any one or more exemptions should apply to the proposed transactions.
At the meeting convened for this purpose, the Audit Committee shall consider the proposed transaction and first determine whether it is a transaction that falls within the ambit of the applicable Capital Markets Rules and, if it so determines, shall then consider the merits of the proposed transaction. In its evaluation of the proposed transaction, the Audit Committee is at all times guided by the best interests of the Company and its general body of shareholders taken as a whole. The Audit Committee reports to the Board on its findings and makes its recommendations to the Board as to whether the transaction should be entered into in the first place and to make such further recommendations as to any matters that, in the opinion of the Audit Committee, need to be reviewed or improved in the proposed transaction or any of its terms so as to ensure that the best interests of the Company are properly safeguarded. The Audit Committee is made up entirely of non-executive Directors, the majority of whom are independent of the Company. Audit Committee members are appointed for a one (1) year term of office, automatically renewed for further periods of one (1) year each unless otherwise determined by the Board of Directors of the Company, or unless removed and replaced by another member by the Board of Directors in accordance with the Capital Markets Rules. During the period under review, the Audit Committee was composed of Ms. Jacqueline Camilleri (independent and non-executive Director), Mr. Stephen Paris (independent and non-executive Director) and Mr. Peter Hili (non-executive Director). The Chairperson of the Audit Committee, appointed by the Board, is entrusted with reporting to the Board on the workings and findings of the Audit Committee. Ms. Jacqueline Camilleri occupied the post of Chairperson of the Audit Committee during the period under review. The independent non-executive directors forming part of the Audit Committee are considered by the Board to be competent in accounting and/or auditing in terms of the Capital Markets Rules, based on their respective extensive experience occupying financial management and auditing roles within various private and public entities, as well as their respective skills and competencies in financial reporting, financial management, financial auditing and general financial advisory. The Audit Committee met six (6) times during the year under review. The meetings of the Audit Committee were attended by all its members during the period under review. The Audit Committee is scheduled to meet at least four times in 2026. RemNom Committee In view of its size, the Company is of the view that whilst it considers the role and function of each of the remuneration committee and the nomination committee as important, it would be more efficient for these committees to be merged into one committee (the “RemNom Committee” ) that would serve a dual role. During the period under review the RemNom Committee was composed of Mr. Keith Busuttil (who also acted as its Chairman), Ms. Jacqueline Camilleri and Mr Stephen Paris. In its function as remuneration committee, the RemNom Committee is delegated with the oversight of the remuneration policies implemented by the Company with respect to the Board of Directors, the CEO (as applicable) and individuals who report directly to the Board of Directors. In assisting and making recommendations to the Board of Directors in setting out the Company’s remuneration policy, the RemNom Committee seeks to formulate remuneration policies aimed at attracting, retaining and motivating directors, whether executive or non-executive, as well as senior management with the right qualities and skills for the benefit of the Company. In turn, it is responsible for making proposals to the Board on the individual remuneration packages of directors and senior executives and is entrusted with monitoring the level and structure of remuneration of the non-executive directors. In addition, the RemNom Committee is responsible for reviewing the performance-based remuneration incentives that may be adopted by the Company from time to time and is authorised to determine whether a performance-based bonus or other incentive should be paid out or otherwise. In its function as nomination committee, the RemNom Committee’s task is to propose to the Board candidates for the position of director, including persons considered to be independent in terms of the Capital Markets Rules, whilst also considering any recommendations from or nominations made by the shareholders in accordance with the Articles of Association of the Company. The nominations committee also periodically assesses the structure, size, composition and performance of the Board and make recommendations to the Board regarding any changes, as well as consider issues related to succession planning. When fulfilling this function, the committee assesses the individual skills, knowledge and experience of the Directors, in order to ensure that that these endow the Board with the requisite collective skills, knowledge and experience for the proper functioning of the Company and its oversight by the Board. It is also entrusted with reviewing the Board’s policy for selection and appointment of senior management. The nominations committee is empowered by the Articles of Association of the Company to reject any recommendation made to it if, in its considered opinion, the appointment of the person so recommended as a Director could be detrimental to the Company’s interests, or if such person is not considered fit and proper to occupy that position. The committee and the existing Board members themselves may also make recommendations for the appointment of new directors at the annual general meeting. Where the number of candidates approved by the nominations committee is greater than the number of vacancies on the Board, an election would take place in accordance with the provisions of the Articles of Association of the Company. In this respect, it is pertinent to note that, in advance of the 2025 annual general meeting, the Nominations Committee received three (3) valid nominations for the appointment of incumbent Non-Executive Directors, Ms. Jacqueline Camilleri, Mr. Peter Hili and Mr. Dorian Desira, which nominations were approved by the Nominations Committee and all approved candidates were automatically appointed, without requiring a resolution to be voted upon in view of the fact that the number of approved candidates did not exceed the number of vacancies and that no shareholder holding not less than ten per cent (10%) in nominal value of the shares having voting rights demanded that a vote be taken in respect of all or any one or more of the approved candidates. The RemNom Committee met twice during the period under review and is scheduled to meet in advance of and following the Company’s next annual general meeting, in addition to meetings which may be held from time to time and as may be required. Principles 9 and 10: Relations with Shareholders and with the Market, and Institutional Shareholders The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood. The Company is highly committed to having an open channel of communication and effective relationship with its shareholders and the wider market. The Company communicates with its shareholders principally through the Company’s Annual General Meeting (the “AGM” ). The Chairman of the Board ensures that all Directors attend the AGM and that both the Chairman of the Board and committee chairpersons are available to answer questions. Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year and are given the opportunity to ask questions at the AGM or to submit written questions in advance. The Chairman also ensures that sufficient contact is maintained with major shareholders to understand issues and concerns. Apart from the AGM, the Company communicates with its shareholders by way of the Annual Report and Financial Statements and through the Company’s website ( https://harvest.tech/ ) which also contains information about the Company and its business, including an ‘Investor Relations’ section. The office of the company secretary also assists the Board in maintaining regular communication between the Company and its investors through the publication of company announcements. The Company ensures that the market is provided with regular, timely, accurate, comprehensive, and comparable information to enable existing and prospective investors to make informed investment decisions. In this respect, over and above its statutory and regulatory requirements relating to the AGM, the publication of annual and interim financial statements, interim directors’ statements and Company announcements, the Company seeks to engage with investors and the market on a regular basis, and the Company holds meetings with major stockbrokers and financial intermediaries. Principle 11: Conflicts of Interest The Directors are fully aware of their responsibility to always act in the best interests of the Company and its shareholders irrespective of whoever appointed or elected them to serve on the Board. On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of law, including the Capital Markets Rules, and Directors follow the required notification procedures. It is the practice of the Board that when a potential conflict of interest arises in connection with any transaction or other matter, the potential conflict of interest is declared, so that steps may be taken to ensure that such items are appropriately addressed. By virtue of the Memorandum and Articles of Association, the Directors are obliged to keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with that of the Company. The Board member concerned shall not take part in the assessment by the Board as to whether a conflict of interest exists. A director shall not vote in respect of any contract, arrangement, transaction or proposal in which he/she has a material interest in accordance with the Memorandum and Articles of Association of the Company. The Board believes that this is a procedure that achieves compliance with both the letter and rationale of Principle 11 of the Code. In situations giving rise to potential conflicts of interest, the conflicted Directors are to act in accordance with the majority decision of those Directors who are not conflicted in the proposed contract, transaction, or arrangement, and in line with the advice of independent legal advice, where required. During the period under review, the Company did not enter into any material agreements in which any one of the Directors was, directly or indirectly, interested. Any material transactions with related parties, which pose intrinsic potential conflicts of interests, require the approval of the Audit Committee, which is charged with ensuring that such transactions are necessary for the conduct of the Company’s business and are transacted on an arm’s length basis. Furthermore, such material transactions with related party transactions are subject to the Listing Rules regulating the approval process for transactions of such nature, including disclosure and shareholder approval requirements that may apply if certain conditions are met. Save as stated below, the Directors are not aware of any potential conflicts of interest which could relate to their roles within the Company:
i. | Ms. Jacqueline Camilleri sits on the Board of Directors of other companies forming part of the group of companies of which the majority shareholder of the Company (1923 Investments Limited) (C 63261) forms part, namely Hili Finance Company p.l.c. (C 85692);
ii. | Mr. Peter Hili sits on the Board of Directors of Hili Properties p.l.c. (C 57954) and Premier Capital p.l.c. (C 36522)
iii. | Mr. Keith Busuttil occupied the position of CEO of 1923 Investments Limited (C 63261) until 6 May 2025
iv. | Dr. Yasmine Aquilina is employed by Hili Ventures Limited (C 57902), the parent company of 1923 Investments Limited (C 63261)
v. | Mr. Dorian Desira sits on the Board of Directors of other companies forming part of the group of companies of which the majority shareholder of the Company (1923 Investments Limited) (C 63261) forms part, including the majority shareholder itself, namely Hili Finance Company p.l.c. (C 85692), Premier Capital p.l.c. (C 36522) and Breakwater Investments Limited (C 96365)
vi. | Mr. Carmelo Hili sits on the Board of Directors of other companies forming part of the group of companies of which the majority shareholder of the Company (1923 Investments Limited) (C 63261) forms part including the majority shareholder itself, namely Premier Capital plc (C 36522), Breakwater Investments Limited (C 96365) and Hili Ventures Limited (C 57902), the parent company of 1923 Investments Limited (C 63261)
None of the Directors held any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered during this financial year. Principle 12: Corporate Social Responsibility The Directors also seek to adhere to accepted principles of corporate social responsibility in their management practices of the Company in relation to the Group’s workforce and the community in general. Over the period under review, the Group has supported several organisations engaged in charitable and philanthropic work. The Group recognises that its workforce is one of its main assets, essential for achieving its objectives and sustained growth. The Group recognises the need to embed good governance in its day-to-day operations and, for this purpose, has introduced a Code of Conduct that establishes the general guidelines governing the conduct of all of its employees in fulfilling their functions and their commercial and professional relations. C. Non-compliance with the Code The Directors believe that good corporate governance is a function of a mix of checks and balances that best suit the Company and its business. Accordingly, whilst there are best practices that can be of general application, the structures that may be required within the context of larger companies are not necessarily and objectively the structures for companies whose size and/or business dictate otherwise. It is in this context that the Directors have adopted a corporate governance framework within the Company that is designed to better suit the Company, its business, scale, and complexity, whilst ensuring proper checks and balances. Taking the above into account and considering that the Code is not mandatory and that the provisions thereof may be departed from provided that reasonable and justifiable circumstances exist and are adequately explained, the Directors set out below the Code Provisions with which the Company does not comply and what are, in its view, a reasonable and justifiable basis for such departure from the recommendations set out in the Code relating to the composition of the Board.
Code Provision | Explanation
Principle 2: Chairman and Chief Executive (Code provision 2.3) | During the year under review, the post of Chairman of the Board of Directors of the Company was occupied by Mr. Keith Busuttil, a non-executive director. Although Code provision 2.3 provides that the Chairman should meet the independence criteria set out in the Code, the Board of Directors was of the view that Mr. Keith Busuttil is well-placed to lead the Board, having the relevant and necessary experience and expertise to fulfil the role, particularly in light of the Board’s strategy to maximize opportunities for growth and secure acquisitions suitable to the Company.
Principle 3: Executive and Non-Executive Directors on the Board | As explained in Principle 3 in Section B, the Board is composed entirely of non-executive Directors. The Company is of the view that the composition of the Board of Directors is suitable when taking into account the following considerations: (i) ultimately, the Company acts as the holding company of the Group, with no day-to-day operational activities of its own. Rather, the day-to-day activities of the Company are the setting of the strategic direction and overall oversight thereof, being an activity that non-executive directors are well suited to be entrusted with; (ii) the CEO and CFO are invited as observers at the meetings of the Board of Directors of the Company, acting as the liaison between the senior management of the Company and the Board of Directors; and (iii) the managing directors or general managers of each operating subsidiary of the Company (that is, of PTL Limited, Apco Limited, Apcopay Limited, and Ipsyon Limited) report directly to the CEO.
Principle 4: Succession Policy for the Board (Code provision 4.2.7 | The Company has not established a formal succession plan policy for the future composition of the Board of Directors as recommended by Code provision 4.2.7. In practice, however, the Board is actively engaged in succession planning and in ensuring that appropriate schemes to recruit, retain and motivate employees and senior management are in place.
Principle 7: Evaluation of the Board’s Performance (Code provision 7.1) | The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s performance in accordance with the requirements of Code provision 7.1. However, the Board members will be conducting a formal review of the directors’ performance during 2025. Following such, it is the Board’s view that all members of the Board, individually and collectively, have contributed in line with the required levels of diligence and skill. In addition, the Board believes that its current composition endows the Board with a cross-section of skills and experience, not only with respect to the specific business of the Company, but also in a wider range of business areas and skills. This process was conducted by the Board itself rather than by a committee chaired by a non-executive Director as required by the Code. The Board believes that the size of the Company and the Board itself does not warrant the establishment of a committee specifically for the purpose of carrying out a performance evaluation of its role. Whilst the requirement under Code provision 7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board, the size of the Company’s Board is such that it should enable it to evaluate its own performance without the requirement of setting up an ad-hoc committee for this purpose. The Board shall retain this matter under review over the coming year. |
Principle 8: Committees (Code provision 8.A – Remuneration Committee) | During the year under review, the post of Chairman of the RemNom Committee of the Company was occupied by Mr. Keith Busuttil (non-executive director). Although Code provision 8.A.1 requires that the Chairman of the remuneration committee be an independent non-executive director, the Board of Directors considers Mr. Busuttil, to be well-placed to chair such committee. The Board considers that the terms of reference of the RemNom Committee are such as to ensure that the proper and impartial functioning of the RemNom Committee are not impacted, in any manner, by the status of the particular director holding the post of Chairman of the RemNom Committee. |
Principle 9: Relations with shareholders and the market (Code provision 9.3) | There are no formal procedures in place within the Company for the resolution of conflicts between minority and controlling shareholders, nor do the Memorandum and Articles of Association of the Company contemplate any mechanism for arbitration in these instances. |
Principle 9: Relations with shareholders and the market (Code provision 9.4) | The Company does not have a formal policy in place to allow minority shareholders to present an issue to the Board. In practice, however, the open channel of communication between the Company and minority shareholders via the office of the Company Secretary and the Chairman is such that any issue that may merit bringing to the attention of the Board may be transmitted via the Company Secretary or the Chairman, who is in attendance at all meetings of the Board of Directors. Furthermore, the Company is in contact with the Malta Association of Small Shareholders (MASS) which may, from time to time, bring matters of interest to private investors to the attention of the Board, for its consideration. |
D. Internal controls The key features of the Group’s system of internal controls are as follows: Organisation The boards of directors of the Company’s subsidiaries (that is, of PTL Limited, Apco Limited, Apcopay Limited, and Ipsyon Limited) are subject to clear reporting lines and delegation of powers. During the period under review, as the Company’s Chairman Mr. Keith Busuttil occupied the post of Chairman of the board of directors of the Company’s subsidiary companies. Following Mr Keith Busuttil’s resignation on 2 March 2026, these duties have moved to the new Chairman Mr Simon Montanaro, appointed on the same day. The CFO is invited as observer at the meetings of the Board of Directors of the Company, acting as the liaison between the senior management of the Company and the Board of Directors; and (iii) the managing director or general manager (as applicable) of each operating subsidiary report directly to the Board of Directors of the Company, ensuring a regular and open communication channel among members of the senior management team. Control environment The Group is committed to the highest standards of business conduct and seeks to maintain these standards across all its operations. Although the Company has not appointed an internal auditor, the Board of Directors believes that the combination of checks and balances on the finance function of the Company, including the remit and responsibilities of the Audit Committee, the Company’s finance policies and procedures, as well as the Company’s statutory and legal obligations as a listed entity, provide adequate and suitable controls that are commensurate with the size and complexity of its business and operations. The Board of Directors will retain this matter under review in the coming year. As part of the good governance best practices adopted by the Group, the Group implements various policies, procedures, systems and controls, designed to detect, prevent, and properly and effectively mitigate and manage legal, regulatory, business and commercial risks to which the Group is or may become exposed to. In this respect, the Group has also adopted the following policies:
- | Code of Conduct and Whistle-blower Policy: this policy sets out the Group’s approach to the prevention and detection of corrupt practices or bribery, as well as setting adequate deterrents and punitive measures to discourage such conduct and to promote employees to blow the whistle on such conduct.
- | Health and Safety Policy: this policy sets out the Group’s approach to ensuring a safe and secure work environment, providing employees with guidance as to the pre-emptive or resolutive measures to be implemented when dealing with unsafe or hazardous conditions, injuries or accidents arising in the course of the activities of the Group. In turn this policy is supplemented by a comprehensive Health and Safety Manual, providing a detailed instructions and guidance manual on the processes and procedures to be followed. In this respect, the Group has appointed a dedicated Health & Safety Officer, responsible for overseeing compliance with the Group’s policy and for handling incidents that may arise from time to time. The Group undertakes a periodic risk assessment, with the objective of identifying any weaknesses in the Group’s property, plant and equipment, or in its internal systems and controls and so assess how this may impact the Group’s exposure to risks associated with health and safety and what rectifying measures ought to be implemented.
- | Information Security Policies: this set of policies sets out the Group’s approach towards ensuring that all users and networks within the Group meet minimum Information Technology (IT) security and data protection security requirements.
Each policy sets out clear reporting lines, to enable employees to disclose incidents to their superiors in a confidential and secure manner, without fear of reprisal. Policies are periodically reviewed and updated. The Group has an appropriate organisational structure for financial planning, executing, controlling and monitoring business operations in order to achieve Group objectives. Measures taken include physical controls, segregation of duties and reviews by management and the external auditors. Lines of responsibility and delegation of authority are documented. The Group and the subsidiary companies comprising it have implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. In particular, the Group adopts:
- | Finance Policies and Procedures: designed to ensure best practices in internal controls by management and members of staff. These policies and procedures cover procurement, credit control, travel policies, credit card payments, bank reconciliations among others; and
- | HR policies and procedures: which govern best practices in employee recruiting, career development, training, performance management, termination of contract, among others.
These policies, procedures, controls and systems are reviewed from time to time in order to reflect new operational and market realities, ensuring that the Group evolves in tandem with the latest developments in a timely manner, seeking pre-empting challenges and maximising potential. The Group is committed to legal and regulatory compliance and devotes significant attention to promoting and ensuring acquiescence with the legal and regulatory framework affecting its various operations. Throughout the period under review, the Group had its own inhouse legal counsel. In addition the Company is able to engage third party legal experts where necessary through ongoing and, or ad-hoc arrangements, in order to provide sector-specific legal and advice and the necessary support and assistance, with the objective of properly mitigating the business and legal risks of undertaking its activities. Risk identification and assessment Group management is responsible together with each of the subsidiary companies’ management, for the identification and evaluation of key risks applicable to their areas of business. These risks are assessed on a continual basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements. The Audit Committee, the setting up of which transcends the principles set out in the Code, plays a central role in this risk assessment, monitoring and control process. Information and communication Group companies participate in periodic strategic reviews, which include consideration of long-term financial projections and the evaluation of business alternatives. Monitoring and corrective action There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit Committee plans to meet regularly during the year and, within its terms of reference as approved by the MFSA, reviews the effectiveness of the Group’s systems of internal financial controls. The Audit Committee receives reports from management and the external auditors. E. General meetings Annual General Meeting (AGM) The AGM is the highest decision-making body of the Company. All shareholders registered in the shareholders’ register at the relevant registration record date, have the right to participate in the AGM and to vote thereat. A shareholder who cannot participate in person at the AGM can be represented by a proxy. A general meeting is deemed to have been duly convened if at least twenty-one (21) days’ notice is given in writing to all persons entitled to receive such notice, which must specify the place, the day and the hour of the meeting, and in case of special business, the general nature of that business, and shall be accompanied by a statement regarding the effect and scope of any proposed resolution in respect of such special business. The notice period may be reduced to fourteen (14) days if certain conditions are satisfied. The quorum of Shareholders required is not less than fifty-one per cent (51%) of the nominal value of the issued Shares entitled to attend and vote at the meeting. The agenda of the AGM will comprise of the ordinary business of the AGM, covering the presentation and approval of the Annual Report and Financial Statements, the declaration of dividends, election of Directors and the approval of their remuneration, the appointment of the auditors and the authorisation of the Directors to set the auditors’ fees, together with any special business specified in the notice calling the AGM. Extraordinary general meetings (EGMs) The Directors may convene an extraordinary general meeting whenever they think fit. In addition, any two members or more of the Company holding at least ten per cent (10%) of the shares conferring a right to attend and vote at general meetings of the Company, may convene an extraordinary general meeting.
# Statements of profit or loss and other comprehensive income
| Notes | The Group | The Group | The Company | The Company
|  | 2025 | 2024 | 2025 | 2024
|  | Eur | Eur | Eur | Eur
Revenue | 6 | 18,226,616 | 19,794,534 | 572,563 | 575,730
Cost of sales |  | (10,877,153) | (12,518,704) | - | -
Gross profit |  | 7,349,463 | 7,275,830 | 572,563 | 575,730
Other operating income | 7 | 62,445 | 40,380 | 9,041 | -
Administrative expenses |  | (5,821,375) | (5,487,992) | (761,700) | (973,260)
Operating profit / (loss) |  | 1,590,533 | 1,828,218 | (180,096) | (397,530)
Investment income | 8 | - | - | 1,922,888 | 1,845,906
Finance income | 9 | 10,833 | 4,240 | 31,214 | 35,220
Finance costs | 10 | (36,513) | (45,730) | (18,969) | (28,944)
Profit before tax | 11 | 1,564,853 | 1,786,728 | 1,755,037 | 1,454,652
Tax expense | 14 | (522,165) | (680,534) | (613,340) | (602,938)
Profit for the year |  | 1,042,688 | 1,106,194 | 1,141,697 | 851,714
Earnings per share | 16 | 0.05 | 0.05 | - | -
# Statements of financial position #
| Notes | The Group | The Group | The Company | The Company
|  | 2025 | 2024 | 2025 | 2024
|  | Eur | Eur | Eur | Eur
Assets |  |  |  |  |
Non-current |  |  |  |  |
Goodwill | 17 | 7,493,487 | 7,493,487 | - | -
Intangible assets | 18 | 1,979,767 | 1,734,784 | - | 2,952
Plant and equipment | 19 | 128,909 | 136,570 | 71,014 | 82,901
Right-of-use assets | 20 | 486,922 | 607,058 | 96,695 | 288,519
Investment in subsidiaries | 22 | - | - | 11,119,723 | 11,119,723
Other investments | 23 | 149,977 | 149,977 | 149,977 | 149,977
Deferred tax assets | 34 | 629,507 | 645,985 | 50,000 | 45,719
Total non-current assets |  | 10,868,569 | 10,767,861 | 11,487,409 | 11,689,791
Current |  |  |  |  |
Inventories | 25 | 2,478,610 | 1,239,538 | - | -
Contract assets | 6 | 1,097,638 | 1,035,556 | - | -
Other assets | 26 | 762,893 | 712,392 | 8,568 | 7,802
Loans and receivables | 24 | - | - | 336,968 | -
Trade and other receivables | 27 | 3,209,117 | 3,804,428 | 771,335 | 1,317,859
Current tax assets |  | 470,404 | 718,058 | 182,220 | 282,735
Cash and cash equivalents | 28 | 2,027,175 | 2,376,209 | 13,184 | 41,633
Total current assets |  | 10,045,837 | 9,886,181 | 1,312,275 | 1,650,029
Total assets |  | 20,914,406 | 20,654,042 | 12,799,684 | 13,339,820
Equity |  |  |  |  |
Share capital | 29 | 11,390,318 | 11,390,318 | 11,390,318 | 11,390,318
Other equity | 30 | (2,821,165) | (2,821,165) | - | -
Retained earnings |  | 4,807,389 | 5,131,662 | 1,173,011 | 1,398,152
Total equity |  | 13,376,542 | 13,700,815 | 12,563,329 | 12,788,470
Liabilities |  |  |  |  |
Non-current |  |  |  |  |
Lease liabilities | 21 | 300,376 | 351,045 | - | 108,104
Deferred tax liabilities | 34 | 386,615 | 304,076 | - | -
Total non-current liabilities |  | 686,991 | 655,121 | - | 108,104
Current |  |  |  |  |
Lease liabilities | 21 | 210,374 | 288,685 | 108,768 | 200,938
Trade and other payables | 32 | 4,833,788 | 4,301,196 | 127,587 | 242,308
Contract liabilities | 33 | 1,654,278 | 1,708,225 | - | -
Current tax liabilities |  | 152,433 | - | - | -
Total current liabilities |  | 6,850,873 | 6,298,106 | 236,355 | 443,246
Total liabilities |  | 7,537,864 | 6,953,227 | 236,355 | 551,350
Total equity and liabilities |  | 20,914,406 | 20,654,042 | 12,799,684 | 13,339,820
The financial statements were approved and authorised for issue by the Board of Directors on 13 April 2026. The financial statements were signed on behalf of the Board of Directors by Mr. Keith Busuttil (Chairman and Director) and Mr. Stephen Paris (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
# Statement of changes in equity – the Group
|  | Share capital | Other equity | Retained earnings | Total equity
|  | Eur | Eur | Eur | Eur
At 1 January 2024 |  | 11,390,318 | (2,821,165) | 5,506,373 | 14,075,526
Dividends |  | - | - | (1,480,905) | (1,480,905)
Transactions with owners |  | - | - | (1,480,905) | (1,480,905)
Profit for the year |  | - | - | 1,106,194 | 1,106,194
Total comprehensive income |  | - | - | 1,106,194 | 1,106,194
At 31 December 2024 |  | 11,390,318 | (2,821,165) | 5,131,662 | 13,700,815
At 1 January 2025 |  | 11,390,318 | (2,821,165) | 5,131,662 | 13,700,815
Dividends |  | - | - | (1,366,961) | (1,366,961)
Transactions with owners |  | - | - | (1,366,961) | (1,366,961)
Profit for the year |  | - | - | 1,042,688 | 1,042,688
Total comprehensive income |  | - | - | 1,042,688 | 1,042,688
At 31 December 2025 |  | 11,390,318 | (2,821,165) | 4,807,389 | 13,376,542
Retained earnings comprise current and prior period results as disclosed in the statements of profit or loss and other comprehensive income. Retained earnings include an amount of Eur629,507 (2024: Eur684,985) relating to deferred tax assets which are undistributable in terms of the Companies Act, Cap. 386. # Statement of changes in equity – the Company
|  | Share capital | Retained earnings | Total equity
|  | Eur | Eur | Eur
At 1 January 2024 |  | 11,390,318 | 2,027,181 | 13,417,499
Dividends |  | - | (1,480,743) | (1,480,743)
Transactions with owners |  | - | (1,480,743) | (1,480,743)
Profit for the year |  | - | 851,714 | 851,714
Total comprehensive income |  | - | 851,714 | 851,714
At 31 December 2024 |  | 11,390,318 | 1,398,152 | 12,788,470
At 1 January 2025 |  | 11,390,318 | 1,398,152 | 12,788,470
Dividends |  | - | (1,366,838) | (1,366,838)
Transactions with owners |  | - | (1,366,838) | (1,366,838)
Profit for the year |  | - | 1,141,697 | 1,141,697
Total comprehensive income |  | - | 1,141,697 | 1,141,697
At 31 December 2025 |  | 11,390,318 | 1,173,011 | 12,563,329
Retained earnings comprise current and prior period results as disclosed in the statements of profit or loss and other comprehensive income. Retained earnings include an amount of Eur50,000 (2024: Eur45,719) relating to deferred tax assets which are undistributable in terms of the Companies Act, Cap. 386.
# Statements of cash flows
| Notes | The Group | The Group | The Company | The Company
|  | 2025 | 2024 | 2025 | 2024
|  | Eur | Eur | Eur | Eur
Operating activities |  |  |  |  |
Profit before tax |  | 1,564,853 | 1,786,728 | 1,755,037 | 1,454,652
Adjustments | 35 | 1,028,950 | 1,060,135 | (1,719,677) | (1,635,921)
Net changes in working capital | 35 | (395,811) | 343,259 | (177,860) | (16,512)
Tax paid |  | (407,469) | (945,670) | (472) | (489)
Tax refunded |  | 384,408 | 90,018 | 156,377 | -
Net cash generated from (used in) operating activities |  | 2,174,931 | 2,334,470 | 13,405 | (198,270)
Investing activities |  |  |  |  |
Payments to acquire plant and equipment |  | (60,028) | (39,472) | (8,793) | (1,891)
Payments to acquire intangible assets |  | (763,500) | (919,015) | - | -
Proceeds from disposal of other investments |  | - | 200,000 | - | 200,000
Proceeds from disposal of plant and equipment |  | 759 | - |  |
Dividends received from subsidiaries |  | - | - | 1,249,877 | 1,199,839
ANet cash (used in) generated from investing activities |  | (822,769) | (758,487) | 1,241,084 | 1,397,948
Financing activities |  |  |  |  |
Payments for lease obligations to third parties |  | (107,978) | (109,016) | - | -
Payments for lease obligations to related company |  | (200,274) | (183,176) | (200,274) | (183,176)
Interest paid on leasing arrangements with third parties |  | (20,438) | (16,241) | - | -
Interest paid on leasing arrangements with a related company |  | (16,075) | (28,944) | (16,075) | (28,944)
Movement in loans and receivables |  | - | - | 300,000 | 220,000
Interest received |  | 10,530 | 4,240 | 3,143 | 180
Interest paid on overdraft and other financial liabilities |  | - | - | (2,894) | -
Dividends paid |  | (1,366,961) | (1,480,905) | (1,366,838) | (1,480,743)
Net cash used in financing activities |  | (1,701,196) | (1,814,042) | (1,282,938) | (1,472,683)
Net change in cash and cash equivalents |  | (349,034) | (238,059) | (28,449) | (273,005)
Cash and cash equivalents, beginning of year |  | 2,376,209 | 2,614,268 | 41,633 | 314,638
Cash and cash equivalents, end of year | 28 | 2,027,175 | 2,376,209 | 13,184 | 41,633

# Notes to the financial statements # 1 Nature of operations The principal activities of the Group are the sale, maintenance and servicing of information technology solutions, security systems and operates an electronic payment gateway. The Company acts as a holding Company. 2 General information and statement of compliance with IFRS The Company was incorporated on 23 December 2013. The registered address and principal place of business of the Company is Nineteen Twenty-Three, Valletta Road, Marsa MRS 3000, Malta. The financial statements of the Company and the consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU), and in accordance with the Companies Act, Cap 386. The financial statements are presented in euro (Eur), which is also the functional currency of the Company and the Group. 3 New or revised Standards or Interpretations 3.1 New standards adopted as at 1 January 2025 Some accounting pronouncements which have become effective from 1 January 2025 and have therefore been adopted do not have a significant impact on the Group and Company’s financial results or position. Amendments that are effective for the first time in 2025 and could be applicable to the company are:
• | Lack of Exchangeability (Amendments to IAS 21).
These amendments do not have a significant impact on these financial statements and therefore the disclosures have not been made. 3.2 Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the Group At the date of authorisation of these consolidated financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the Group and the Company and no Interpretations have been issued that are applicable and need to be taken into consideration by the Group and the Company at either reporting date. Standards and amendments that are not yet effective and have not been adopted early by the Group and the Company include:
• | Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and 7);
• | Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
• | Annual Improvements to IFRS Accounting Standard – Volume 11
• | IFRS 19 Subsidiaries without Public Accountability Disclosures
• | Amendments to IFRS 19 ‘Subsidiaries without Public Accountability Disclosures’
These Standards and amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore no disclosures have been made. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. In April 2024, the IASB issued IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The adoption of IFRS 18 ‘Presentation and Disclosure in financial statements’, effective for periods commencing on or after 1 January 2027, is expected to have a material impact on the presentation of the financial Statements, and therefore relevant disclosures are included below. Although IFRS 18 includes many of the requirements of IAS 1, it introduces new requirements to better structure financial statements and to provide more detailed and useful information to investors, including:
• | two new subtotals defined in the statement of profit or loss, namely (1) operating profit and (2) profit or loss before financing and income taxes
• | the classification of all income and expenses within the statement of profit or loss in one of five categories
• | a new requirement to disclose performance measures defined by management, and
• | an improvement in the principles related to the aggregation and disaggregation of information in the financial statements and accompanying notes
IFRS 18 will be applied retrospectively with specific transitional provisions. The Group and the Company are currently working to identify all of the impacts that IFRS 18 will have on the primary financial statements and notes to the financial statements. Other new standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the consolidated financial statements. 4 Material accounting policies 4.1 Overall considerations The Group should disclose its material accounting policies. Accounting policies are material and must be disclosed if they can be reasonably expected to influence the decisions of users of the financial statements. Management has concluded that the disclosure of the Group’s material accounting policies below is appropriate. 4.2 Presentation of financial statements The consolidated financial statements are presented in accordance with IAS 1 Presentation of Financial Statements (IAS 1). 4.3 Basis of consolidation The Group financial statements consolidate those of the parent Company and all of its subsidiaries as of 31 December 2024. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The subsidiaries have a reporting date of 31 December. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-Group asset sales are reversed on consolidation, the underlying asset is also tested for impairment losses from the Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. 4.4 Business combinations The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. 4.5 Investment in subsidiaries Investment in subsidiaries is included in the Company’s statement of financial position at cost less any impairment loss that may have arisen. Income from investment is recognised only to the extent of distributions received by the Company from post-acquisition profits. Distributions received in excess of such profits are regarded as a recovery of the investment and are recognised as a reduction of the cost of the investment. At the end of each reporting period, the Company reviews the carrying amount of its investment in subsidiaries to determine whether there is any indication of impairment and, if any such indication exists, the recoverable amount of the investment is estimated. An impairment loss is the amount by which the carrying amount of an investment exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. An impairment loss that has been previously recognised is reversed if the carrying amount of the investment exceeds its recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the investment does not exceed the carrying amount that would have been determined if no impairment loss had been previously recognised. Impairment losses and reversals are recognised immediately in profit or loss. 4.6 Acquisition of entities and businesses under common control The acquisition of subsidiaries under common control is accounted for under the principles of predecessor accounting as from the date these subsidiaries are acquired by the holding Company’s parent at their previous carrying amounts of assets and liabilities included in the consolidated financial statements of the Company’s parent. Differences on acquisition between the consideration given in exchange for the acquired entities and the amounts at which the assets and liabilities of the acquired are initially recognised are included within equity. 4.7 Acquisition of subsidiaries The acquisition of subsidiaries that are not under common control is accounted for by applying the acquisition method. The consideration is measured as the aggregate of the fair values, at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred, except for costs to issue debt or equity securities. The acquiree’s identifiable assets and liabilities that meet the conditions for recognition are recognised at their fair values at the acquisition date, except as specifically required by other International Financial Reporting Standards as adopted by the EU. A contingent liability assumed in a business combination is recognised at the acquisition date if there is a present obligation that arises from past events and its fair value can be measured reliably. The results of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Where necessary, in preparing these consolidated financial statements, appropriate adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by Group entities. Intra-Group balances, transactions, income and expenses are eliminated on consolidation. 4.8 Goodwill Goodwill arising in a business combination that is accounted for using the acquisition method is recognised as an asset at the date that control is acquired. Goodwill is measured as the excess of (a) the aggregate of: (i) the consideration transferred; (ii) the amount of any non-controlling interests in the acquiree; and (iii) in a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree; and (b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Any gain on a bargain purchase, after reassessment, is recognised immediately in profit or loss. 4.9 Non-controlling interest Non-controlling interests in the acquiree that are present ownership interests and entitle their shareholders to a proportionate share of the entity’s net assets in the event of liquidation, may be initially measured either at the present ownership interests proportionate share in the recognised amounts of the acquiree’s identifiable net assets or at fair value. The choice of measurement basis is made on an acquisition-by-acquisition basis. After initial recognition, non-controlling interests in the net assets consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination. Non-controlling interests in the net assets of consolidated subsidiaries are presented separately from the holding Company’s owners’ equity therein. Non-controlling interests in the profit or loss and other comprehensive income of consolidated subsidiaries are also disclosed separately. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. 4.10 Revenue recognition Revenue for the Group arises mainly from the sale, maintenance and servicing of information technology solutions, security systems and operates an electronic payment gateway. To determine whether to recognise revenue, the Group follows a 5-step process:
1. | Identifying the contract with a customer
2. | Identifying the performance obligations
3. | Determining the transaction price
4. | Allocating the transaction price to the performance obligations
5. | Recognising revenue when/as performance obligation(s) are satisfied.
The Group often enters into transactions involving a range of the Group’s products and services, as described above. In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties. Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position (see note 33). Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due. Sale of information technology solutions, security systems and other machinery Revenue from the sale of information technology solutions, security systems and other machinery for a fixed fee is recognised when or as the Group transfers control of the assets to the customer. Invoices for products and services transferred are due upon receipt by the customer, which is usually upon the sale of the product to the customer and installation of the items or products sold. Control for these products is usually transfered at the point in time and occurs when the customer takes undisputed delivery of the goods. When such items are either customised or sold together with significant integration services, the goods and services represent a single combined performance obligation over which control is considered to transfer over time. This is because the combined product is unique to each customer (has no alternative use) and the Group has an enforceable right to payment for the work completed to date. Revenue for these performance obligations is recognised over time as the customisation or integration work is performed, using the cost-to-cost method to estimate progress towards completion. As costs are generally incurred uniformly as the work progresses and are considered to be proportionate to the entity’s performance, the cost-to-cost method provides a faithful depiction of the transfer of goods and services to the customer. Each major contract is nevertheless evaluated for revenue recognition on its own and the Group determines when control is effectively transferred depending on the specific circumstances. For sales of software that are neither customised by the Group nor subject to significant integration services, the licence period commences upon delivery. For sales of software subject to significant customisation or integration services, the licence period begins upon commencement of the related services. Maintenance and servicing The Group enters into fixed price maintenance contracts with its customers for terms between one and three years in length. Customers are required to pay either quarterly or yearly in advance for each respective service period and the relevant payment due dates are specified in each contract. The Group enters into agreements with its customers to perform regularly scheduled maintenance services on the various goods purchased from the Group. Revenue is recognised over time based on the ratio between the number of hours of maintenance services provided in the current period and the total number of such hours expected to be provided under each contract. This method best depicts the transfer of services to the customer because: (a) details of the services to be provided are specified as part of the agreed maintenance program relative to the maintenance requirements of the items sold, and (b) the Group has a long history of providing these services to its customers, allowing it to make reliable estimates of the total number of hours involved in providing the service. Consulting and development of IT systems The Group enters into contracts for the design, development and installation of IT systems in exchange for a fixed fee and recognises the related revenue over time. Due to the high degree of interdependence between the various elements of these projects, they are accounted for as a single performance obligation. When a contract also includes promises to perform after-sales services, the total transaction price is allocated to each of the distinct performance obligations identifiable under the contract on the basis of its relative stand-alone selling price. To depict the progress by which the Group transfers control of the systems to the customer, and to establish when and to what extent revenue can be recognised, the Group measures its progress towards complete satisfaction of the performance obligation by comparing actual hours spent to date with the total estimated hours required to design, develop, and install each system. The hours-to-hours basis provides the most faithful depiction of the transfer of goods and services to each customer due to the Group’s ability to make reliable estimates of the total number of hours required to perform, arising from its significant historical experience constructing similar systems. Most such arrangements include detailed customer payment schedules. When payments received from customers exceed revenue recognised to date on a particular contract, any excess (a contract liability) is reported in the statement of financial position (see note 33). The construction of IT systems normally takes 10 - 12 months from commencement of design through to completion of installation. As the period of time between customer payment and performance will always be one year or less, the Group applies the practical expedient in IFRS 15.63 and does not adjust the promised amount of consideration for the effects of financing. In obtaining these contracts, the Group incurs some incremental costs. As the amortisation period of these costs, if capitalised, would be less than one year, the Group makes use of the practical expedient in IFRS 15.94 and expenses them as they incur. Such incremental costs are not considered to be material. Payment gateway The Group enters into transactions with parties for the access to the payment gateway. The Group’s revenue is mainly derived from the actual volume of traffic transacted in the reporting period on the payment gateway and on other fixed charges. The price is agreed and established with the customer in written contracts and is allocated to the performance obligation accordingly. Prices are based on established amounts for such services. The transaction price for a contract excludes any amounts collected on behalf of third parties. 4.11 Interest and dividends Interest income and expenses are reported on an accrual basis using the effective interest method. These are reported within ‘finance income’ and ‘finance costs’. Dividends are recognised at the time the right to receive payment is established. 4.12 Operating expenses Operating expenses are recognised in profit or loss upon utilisation of the service as incurred. 4.13 Employee benefits The Group contributes towards the state pension in accordance with local legislation. The only obligation of the Group is to make the required contributions. Costs are expensed in the period in which they are incurred. 4.14 Foreign currency translation Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency of the respective Group entity using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at year-end exchange rates are recognised in the profit or loss. Non-monetary items are not retranslated at the year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined. In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than the Euro are translated into Euro upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period. 4.15 Intangible assets An intangible asset is recognised if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the cost of the asset can be measured reliably. Intangible assets are initially measured at cost, being the fair value at the acquisition date for intangible assets acquired in a business combination. Expenditure on an intangible asset is recognised as an expense in the period when it is incurred unless it forms part of the cost of the asset that meets the recognition criteria or the item is acquired in a business combination and cannot be recognised as an intangible asset, in which case it forms part of goodwill at the acquisition date. The useful life of intangible assets is assessed to determine whether it is finite or indefinite. Intangible assets with a finite useful life are amortised. Amortisation is charged to profit or loss so as to write off the cost of intangible assets less any estimated residual value, over their estimated useful lives. The amortisation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period. Intangible assets are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition. Internally developed software and acquired licences Expenditure on the research phase of projects to develop new customised software is recognised as an expense as incurred. Costs that are directly attributable to a project’s development phase are recognised as intangible assets, provided they meet the following recognition requirements:
• | The development cost can be measured reliably
• | The project is technically and commercially feasible
• | The Group intends to and has sufficient resources to complete projects
• | The Group has the ability to use or sell the software
• | The software will generate probable future economic benefits
Development costs not meeting these criteria for capitalisation are expensed as incurred. Directly attributable costs include employee costs incurred on software development along with an appropriate portion of relevant overheads and borrowing costs. All finite-lived intangible assets, including capitalised internally developed software, are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing as described in note 4.19. The following useful lives are applied:
| Years
Internally developed software and acquired licences | 3 – 10
Any capitalised internally developed software that is not yet complete is not amortised but is subject to impairment testing as described in note 4.19. Amortisation is included within depreciation, amortisation and impairment of non-financial assets. Subsequent expenditures on the maintenance of computer software and brand names are expensed as incurred. 4.16 Plant and equipment The Group’s plant and equipment are classified into the following classes – motor vehicles, furniture, fixtures and fittings and office and computer equipment. Plant and equipment are initially measured at cost. Subsequent costs are included in the asset’s carrying amount 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. Expenditure on repairs and maintenance of plant and equipment is recognised as an expense when incurred. Plant and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses. Plant and equipment are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition. Depreciation Depreciation commences when the depreciable assets are available for use and is charged to profit or loss so as to write off the cost, less any estimated residual value, over its estimated useful lives, using the straight-line method, on the following bases:
| Years
Furniture, fixtures and fittings | 10
Office and computer equipment | 3-7
The depreciation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period. 4.17 Right-of-use assets In the case of right-of-use assets, expected useful lives are determined by reference to comparable owned assets or the lease term, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually. For leases on buildings and motor vehicles, the right-of-use assets are being amortised over the lease term as disclosed in note 21. 4.18 Leases Measurement and recognition of leases At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or in the profit or loss if the right-of-use asset is already reduced to zero. On the statement of financial position, the Group has opted to disclose right-of-use assets and lease liabilities as separate financial statement line items. 4.19 Impairment testing of intangible assets and plant and equipment For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. All other individual assets or cash-generating units are tested 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’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of its fair value less costs to sell and its value in use. To determine the value in use, the Group’s management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. Discount factors are determined individually for each cash-generating unit and reflect their respective risk profiles as assessed by the Group’s management. Impairment losses are recognised immediately in profit or loss. Impairment losses for cash-generating units are charged pro rata to the assets in the cash-generating unit. All assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge that has been recognised is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 4.20 Financial instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group and the Company become a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and initial measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
• | Amortised cost
• | Fair value through profit or loss (FVTPL)
• | Fair value through other comprehensive income (FVOCI)
In the periods presented, the Group and the Company do not have any financial assets categorised as FVTPL and FVOCI. The classification is determined by both:
• | The entity’s business model for managing financial assets
• | The contractual cash flow characteristics fo the financial assets
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs or finance income, except for impairment of trade receivables which is presented within administrative expenses. Subsequent measurement of financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
• | they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
• | the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, financial assets are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, loans and receivables, contract assets and trade and most other receivables fall into this category of financial instruments. Impairment of financial assets IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of IFRS 9’s requirements include loans and other debt-type financial assets measured at amortised cost and FVOCI (the Group had no debt-type financial assets at FVOCI), trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss (the Group had no financial guarantee contracts). The Group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. In applying this forward-looking approach, a distinction is made between:
• | Financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (Stage 1) and
• | Financail instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (Stage 2)
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. Trade and other receivables and contract assets The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been Grouped based on the days past due. Refer to note 39.2 for a detailed analysis of how the impairment requirements of IFRS 9 are applied. Classification and measurement of financial liabilities The Group’s financial liabilities include bank borrowings, lease liabilities and trade and other payables and other financial liabilities. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designates a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). The Group does not hold derivatives and financial liabilities designated at FVTPL. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. 4.21 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the first in first out method and comprises expenditure incurred in acquiring the inventories and other costs incurred in bringing the inventories to their present location and condition. The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and an appropriate proportion of production overheads based on the normal level of activity. Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs of completion and the costs to be incurred in marketing, selling and distribution. 4.22 Income taxes Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the deferred tax is also dealt with in other comprehensive income or in equity, as appropriate. Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets, including deferred tax assets for the carry forward of unused tax losses and unused tax credits, are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither accounting profit nor taxable profit. Deferred tax liabilities are not recognised for taxable temporary differences arising on investments in subsidiaries/associates/interests in joint arrangements where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences arising on investments in subsidiaries/associates/interests in joint arrangements where it is probable that taxable profit will be available against which the temporary difference can be utilised and it is probable that the temporary difference will reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. Current tax assets and liabilities are offset when the Group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset when the Group entities have a legally enforceable right to set off its current tax assets and liabilities and 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 which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 4.23 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows and are presented as bank borrowings in current liabilities in the statement of financial position. 4.24 Equity Share capital represents the nominal value of shares that have been issued. Retained earnings include current period results as disclosed in the statement of profit or loss and other comprehensive income less dividend distributions. Dividend distributions payable to equity shareholders are included with short-term financial liabilities when the dividends are approved in general meeting prior to the end of the reporting period. 4.25 Provisions and contingent liabilities Provisions for legal disputes, onerous contracts or other claims are recognised when the Group and the Company have a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan’s main features to those affected by it. Provisions are not recognised for future operating losses. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material. Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision. In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised. 4.26 Significant management judgement in applying accounting policies and estimation uncertainty When preparing the financial statements management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. Significant management judgements The following are the judgements made by management in applying the accounting policies of the Group that have the most significant effect on the financial statements. Recognition of service and contract revenues As revenue from after-sales maintenance agreements and consulting and development of systems contracts is recognised over time, the amount of revenue recognised in a reporting period depends on the extent to which the performance obligation has been satisfied. For after-sales maintenance agreements this requires an estimate of the quantity of the services to be provided, based on historical experience with similar contracts. In a similar way, recognising revenue for consulting and development of systems contracts also requires significant judgment in determining the estimated number of hours required to complete the promised work when applying the hours-to-hours method described in note 4.10. Management however considers that any variance in estimates on ongoing contracts would be insignificant to the Group. Capitalisation of internally developed software Distinguishing the research and development phases of a new customised software project and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired (see note 4.15). Recognition of deferred tax assets The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions (see note 4.22). Estimation uncertainty Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different. Impairment of intangible assets including goodwill and tangible assets An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows (see note 4.19). In the process of measuring expected future cash flows management makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary, and may cause significant adjustments to the Group's assets within the next financial year. In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors. The Group tests goodwill and intangible assets with an indefinite useful life annually for impairment or more frequently if there are indications that goodwill or intangibles might be impaired. Determining whether the carrying amounts of these assets can be realised requires an estimation of the recoverable amount of the cash generating units. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. Goodwill arising on a business combination is allocated, to the cash-generating units (“CGUs”) that are expected to benefit from that business combination. At 31 December 2025, goodwill was allocated as follows:
• | Eur 3,860,898 to Apcopay Limited which operates the electronic payment gateway
• | Eur 2,168,112 to Apco Limited which operates in the business of selling and maintenance of IT solutions and security systems.
• | Eur 1,464,477 to PTL limited business
CGU – Payment Processing Services The recoverable amount of the CGUs is determined from the value in use calculation. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. The assessment of recoverability of the carrying amount of goodwill and intangible assets with indefinite useful life includes:
• | Forecasted cash flow projections for the next three years and projections of terminal value using the perpetuity method
• | Perpetual growth rates of 2.5% (2024 2.5%) and
• | Use of 22.5% (pre tax) (2024 25.1%) to discount the projected cash flows to net present values
Based on the above assessment, the directors expect the carrying amount of goodwill and intangible assets with an indefinite useful life to be recoverable. CGU – IT Solutions and Security Systems The recoverable amount of the CGUs is determined from the value in use calculation. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. The assessment of recoverability of the carrying amount of goodwill and intangible assets with indefinite useful life includes:
• | Forecasted cash flow projections for the next three years and projections of terminal value using the perpetuity method
•. | Perpetual growth rates of 2.5% (2024 2.5%) and
•. | Use of 23.11% – 23.44% (pre tax) (2024 32.1% - 40.0%) to discount the projected cash flows to net present values
Based on the above assessment, the directors expect the carrying amount of goodwill and intangible assets with an indefinite useful life to be recoverable. Useful lives of depreciable assets Management reviews the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets to the Group. Actual results, however, may vary due to technical obsolescence. Inventories Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices. 5 Segment reporting The Group operates two business activities which are the sale of payment processing services and the provision of IT solutions and security systems. Each of these operating segments is managed separately as each of these lines requires local resources. All inter segment transfers for management services are carried out on a cost basis. The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the senior management of the Group. Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the year. The Group's reportable segments under IFRS 8 are direct sales attributable to each line of business. The sale of payment processing services and the provision of IT solutions and security systems are derived from Malta, EU and non-EU countries. In 2025 and 2024, the Group did not have any clients which individually represented 10% or more of the total revenue of the Group. The Group reports its revenue by geographical area in the following table and is divided between revenue generated in Malta, from EU countries and from non-EU countries.
Revenue by geographical area |  |  | 2025 | 2024
|  |  | Eur | Eur
Malta |  |  | 13,698,552 | 14,800,851
EU countries |  |  | 2,255,362 | 2,451,556
Non-EU countries |  |  | 2,272,702 | 2,542,127
|  |  | 18,226,616 | 19,794,534
The revenue generated from implementation of the border security software solutions in Mauritius amounting to Eur 927,109 (2024: Eur 944,344) and which represented 5% (2024: 5%) of the Group’s total revenue, is reported in the ‘Retail and IT Solutions’ segment of the Group (refer to the table below). In addition, at the end of the current reporting period, assets and liabilities pertaining to this project include inventories amounting to Eur 35,206 (2024: Eur 37,248) (note 24), as well as liabilities amounting to Eur Nil (2024: Eur Nil). As at the end of the reporting period the total amount of intangible assets (including goodwill) and plant and equipment amounted to Eur 9,473,254 (2024: Eur 9,228,271) and Eur 128,909 (2024: Eur 136,570) respectively. Measurement of operating segment profit or loss, assets and liabilities Segment profit represents the profit earned by each segment after allocation of central administration costs and finance costs based on services and finance provided. This is the measure reported to senior management of the Company for the purposes of resource allocation and assessment of segment performance. The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 4. Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported below:
Profit and loss before tax |  |  |  |
|  |  | 2025 | 2024
|  |  | Eur | Eur
Total pre-tax profit for reportable segments |  |  | 1,732,717 | 2,162,570
Unallocated amounts: |  |  |  |
Holding company costs plus consolidation adjustment |  |  | (167,864) | (375,842)
Group pre-tax profit |  |  | 1,564,853 | 1,786,728
Assets |  |  |  |
|  |  | 2025 | 2024
|  |  | Eur | Eur
Total assets for reportable segments |  |  | 14,711,543 | 13,774,131
Elimination of receivables |  |  | (2,970,585) | (2,833,677)
Unallocated amounts (as per Holding company): |  |  |  |
Plant and equipment |  |  | 71,014 | 82,901
Goodwill |  |  | 7,493,487 | 7,493,487
Intangible assets |  |  | - | 2,952
Other investments |  |  | 149,977 | 149,977
Trade and other receivables |  |  | 1,116,871 | 1,325,665
Cash and cash equivalents |  |  | 13,184 | 41,633
Deferred tax |  |  | 50,000 | 45,719
Current tax asset |  |  | 182,220 | 282,735
Right-of-use-asset |  |  | 96,695 | 288,519
|  |  | 20,914,406 | 20,654,042
Liabilities |  |  |  |
|  |  | 2025 | 2024
|  |  | Eur | Eur
Total liabilities for reportable segments |  |  | 10,272,094 | 9,235,561
Elimination of liabilities |  |  | (2,970,585) | (2,833,684)
Unallocated amounts (as per Holding Company): |  |  |  |
Trade and other payables |  |  | 127,587 | 242,308
Lease liability |  |  | 108,768 | 309,042
|  |  | 7,537,864 | 6,953,227
The Group's revenue and results from continuing operations from external customers and information about it assets and liabilities by reportable segment are detailed below:
| Payment processing services | Retail and IT solutions | Total | Unallocated | Eliminations and adjustments | Consolidated
| Eur | Eur | Eur | Eur | Eur | Eur
2025 |  |  |  |  |  |
Revenue | 4,486,350 | 14,516,955 | 19,003,305 | 572,563 | (1,349,252) | 18,226,616
Profit before tax | 565,696 | 1,167,021 | 1,732,717 | 1,755,037 | (1,922,901) | 1,564,853
Depreciation and amortisation | 477,069 | 193,334 | 670,403 | 215,456 | - | 885,859
Income tax expense | 196,189 | 385,647 | 581,836 | 613,340 | (673,011) | 522,165
Segment assets | 3,908,688 | 10,802,855 | 14,711,543 | 1,679,961 | 4,522,902 | 20,914,406
Capital expenditure | 587,063 | 228,530 | 815,593 | 8,794 | (859) | 823,528
Segment liabilities | 2,089,956 | 8,182,138 | 10,272,094 | 236,355 | (2,970,585) | 7,537,864
2024 |  |  |  |  |  |
Revenue | 5,330,208 | 15,389,344 | 20,719,552 | 575,730 | (1,500,748) | 19,794,534
Profit before tax | 1,382,519 | 780,051 | 2,162,570 | 1,454,653 | (1,830,495) | 1,786,728
Depreciation and amortisation | 490,870 | 193,768 | 684,638 | 216,266 | (15,410) | 885,494
Income tax expense | 483,671 | 239,992 | 723,663 | 602,938 | (646,067) | 680,534
Segment assets | 3,936,552 | 9,837,579 | 13,774,131 | 2,220,097 | 4,659,814 | 20,654,042
Capital expenditure | 766,519 | 195,435 | 961,954 | 1,891 | (5,358) | 958,487
Segment liabilities | 1,987,328 | 7,248,235 | 9,235,563 | 551,348 | (2,833,684) | 6,953,227
6 Revenue Revenue represents the amount receivable for goods sold and services rendered during the period from continuing operations, net of any indirect taxes as follows:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Sale of goods | 7,835,524 | 9,052,777 | - | -
Consulting services and development | 2,520,304 | 2,370,508 | - | -
Maintenance, support and servicing | 4,160,498 | 3,966,059 | - | -
Payment gateway services | 3,707,727 | 4,056,803 | - | -
Other revenue | 2,563 | 348,387 | 2,563 | 103,722
Management fees | - | - | 570,000 | 472,008
| 18,226,616 | 19,794,534 | 572,563 | 575,730
As disclosed in note 5, the revenue of the Group is derived from Malta, EU and non-EU countries. During 2025, included in payment gateway services is an amount of Eur 1,737,998 derived from EU countries (excluding Malta) and represents 10% of the Group’s total revenue (2024: Eur 1,890,095; 10%). The Group’s revenue generated from a significant contract (non-EU) for the implementation of border security software solutions amounted to Eur 927,109 and represents 5% of total revenue (2024: Eur 944,344; 5%). Refer to further information provided in this note below on the ongoing services provided on the Mauritius contract. The total Group revenue from non-EU countries amounted to approximately 12% of total Group revenue (2024: 13%). This is based on the contractual agreements with clients. Assets related to contracts with customers include amounts that the Group expects to receive from performance obligations that have been satisfied before it receives the consideration and has not invoiced such amounts by the end of the year. The following are the amounts recognised as contract assets at the end of the reporting periods presented:
|  |  | The Group | The Group
|  |  | 2025 | 2024
|  |  | Eur | Eur
Contract assets relating to rendering of services and development |  |  | 971,038 | 906,076
Contract assets relating to commission income accrued on gateway |  |  | 126,600 | 129,480
|  |  | 1,097,638 | 1,035,556
At 31 December 2025, two projects exceeded 10% of the total contract assets in one of the subsidiaries. These amounted to Eur502,029 and Eur175,777 which represent 46% and and 16% respectively of total contract asset value of the Group. At 31 December 2024, one project exceeded 10% of the total contract assets in one of the subsidiaries. This amounted to Eur473,407 which represent 46% of total contract asset value of the Group The assessment of credit losses on balances of contract assets at 31 December 2024 and 2023 did not result in any material amount and considered by management to be insignificant. Unsatisfied long-term performance obligations The following aggregated amounts of transaction prices relate to the performance obligations from existing contracts that are unsatisfied or partially unsatisfied as at 31 December 2025:
| 2026 | 2027 | 2028 | Later
| Eur | Eur | Eur | Eur
Sale of goods | 863,595 | 439,610 | 442,761 | 572,418
Consulting services and development | 891,981 | 266,880 | - | -
Maintenance and servicing | 2,592,899 | 1,280,580 | 1,236,030 | 1,790,647
Total revenue expected to be recognised | 4,348,475 | 1,987,070 | 1,678,791 | 2,363,065
The following aggregated amounts of transaction prices relate to the performance obligations from existing contracts that are unsatisfied or partially unsatisfied as at 31 December 2024:
| 2025 | 2026 | 2027 | Later
| Eur | Eur | Eur | Eur
Sale of goods | 937,820 | 88,360 | - | -
Consulting services and development | 460,502 | - | - | -
Maintenance and servicing | 2,161,345 | 1,612,057 | 674,820 | 593,211
Total revenue expected to be recognised | 3,559,667 | 1,700,417 | 674,820 | 593 ,211
7 Other operating income
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Other operating income | 62,445 | 40,380 | 9,041 | -
| 62,445 | 40,380 | 9,041 | -
8 Investment income
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Dividends from subsidiaries | - | - | 1,922,888 | 1,845,906
| - | - | 1,922,888 | 1,845,906
9 Finance income
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Interest income from subsidiaries | - | - | 28,071 | 35,040
Interest income from related parties | - | - | - | -
Interest income from third parties | 8,148 | 2,051 | 3,143 | -
Other income | - | - | - | 180
Foreign exchange gains | 303 | - | - | -
Other finance income and interest | 2,382 | 2,189 | - | -
| 10,833 | 4,240 | 31,214 | 35,220
10 Finance costs
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Interest expense for leasing arrangements payable to third parties | 20,438 | 16,241 | - | -
Interest expense for leasing arrangements payable to related parties | 16,075 | 28,944 | 16,075 | 28,944
Interest expense payable to subsidiaries | - | - | 2,894 | -
Other finance costs | - | 545 | - | -
| 36,513 | 45,730 | 18,969 | 28,944
11 Profit before tax The profit before tax is stated after charging/(crediting):
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Depreciation and amortisation (notes 18 and 19) | 585,447 | 581,019 | 23,632 | 23,915
Depreciation on right-of-use assets (note 20) | 300,412 | 304,475 | 191,824 | 192,346
Auditor’s remuneration | 51,700 | 46,000 | 22,000 | 17,500
Loss allowance on receivables (note 39.2) | 11,373 | 24,391 | - | -
Reversal of allowance on receivables written off (note 39.2) | - | (208,859) | - | -
Provision for inventories (note 25) | 19,818 | 71,570 | - | -
Net exchange differences | 10,497 | (34,523) | 21 | -
Total remuneration payable to the parent Company’s auditors in respect of the audit of the financial statements and the undertakings included in the consolidated financial statements amounted to Eur 22,000 (2024: Eur 17,500) and the remuneration payable in respect of the audits of the undertakings included in the consolidated financial statements amounted to Eur 29,700 (2024: Eur 28,500). Other fees payable to the parent Company’s auditors for non-audit services, namely for tax services and other fees, amounted to Eur 23,990 (2024: Eur 13,315). 12 Key management personnel compensation
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Directors’ compensation |  |  |  |
Short term benefits: |  |  |  |
Fees |  |  |  |
Directors’ fees | 63,181 | 40,000 | 63,181 | 40,000
Other key management personnel |  |  |  |
Short term benefits: |  |  |  |
Salaries and social security contributions | 154,818 | 129,043 | 154,818 | 129,043
Total key management personnel compensation |  |  |  |
Short term benefits | 217,999 | 169,043 | 217,999 | 169,043
13 Employee remuneration Expenses recognised for staff costs are analysed below:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Wages and salaries | 5,968,525 | 6,170,462 | 195,720 | 382,263
Social security costs | 358,930 | 367,105 | 10,534 | 18,256
Maternity fund contributions | 9,977 | 10,536 | 450 | 674
| 6,337,432 | 6,548,103 | 206,704 | 401,193
Recharges (to)/from related parties | (20,202) | - | 1,782 | -
Capitalised wages | (564,930) | (929,542) | - | -
| 5,752,300 | 5,618,561 | 208,486 | 401,193
The average number of persons employed during the year by the Group excluding executive directors, was made up of:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| No. | No. | No. | No.
Operations | 107 | 115 | - | -
Administration | 26 | 27 | 6 | 10
| 133 | 142 | 6 | 10
14 Tax expense The major components of tax expense and the reconciliation of the expected tax expense based on the effective tax rate of the Group and the Company at 35% (2024: 35%) and the reported tax expense in the statement of profit or loss and other comprehensive income are as follows:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Profit before tax | 1,564,853 | 1,786,728 | 1,755,037 | 1,454,652
Tax rate | 35% | 35% | 35% | 35%
Expected tax expense | (547,699) | (625,355) | (614,263) | (509,128)
Adjustment for other permanent difference | 2,503 | 3,476 | 629 | -
Adjustment for foreign income charged different rates | 23,439 | (4,727) | - | -
Adjustment for disallowable expenses | (408) | (2,303) | 294 | (1,095)
Loss on disposal of fixed assets | - | - | - | -
Adjustment for under provision of tax in prior years | - | (51,625) | - | (92,715)
Actual tax expense, net | (522,165) | (680,534) | (613,340) | (602,938)
Comprising: |  |  |  |
Current tax expense | (402,821) | (513,733) | (617,621) | (520,768)
Foreign tax expense | (20,327) | (4,862) | - | -
Deferred tax (expense) credit | (99,017) | (161,939) | 4,281 | (82,170)
| (522,165) | (680,534) | (613,340) | (602,938)
Refer to note 34 for information on the deferred tax movements of the Group and the Company. 15 Dividends A gross dividend totalling Eur2,102,828, Eur0.092 per share (net: Eur1,366,838, Eur 0.06 per share) was paid by the Company during 2025. During 2024 a gross dividend totalling Eur2,278,066, Eur0.10 per share (net: Eur 1,480,743, Eur 0.065 per share) was paid by the Company. On 27 March 2025, the Company had declared a final gross dividend of Eur525,707(net: Eur341,710), equivalent of Eur0.023 per share (net: Eur0.015) for the financial year ended 31 December 2024. On the 25 August 2025, the Company had declared a gross interim dividend for the financial year ended 31 December 2025 of Eur525,707(net: Eur341,710), equivalent of Eur0.023 per share (net: Eur0.015 ). On the 8 December 2025, the Company had declared another gross interim dividend for the financial year ended 31 December 2025 of Eur1,051,414 (net: Eur683,419),equivalent to Eur0.046 per share (net: Eur0.03). Finally, on 13 April 2026, the Board of Directors resolved to distribute a final gross dividend for the financial year ended 31 December 2025 amounting to Eur350,471– Eur0.015 per share (net: Eur227,806 – Eur0.01 per share). This takes the total dividend for the 2025 financial year to Eur1,927,591 – Eur0.084 per share (net: Eur1,252,934 – Eur0.055 per share). 16 Earnings per share The earnings per share have been calculated using the profit after tax attributable to shareholders as the numerator. No adjustments to profit were necessary during the current and preceding accounting periods. In addition, there are no other instruments which could give rise to potential ordinary shares and to a dilutive effect and therefore, only the basic earnings per share has been presented. The weighted average number of shares for the period has been computed as the total number of shares at the end of the current year.
|  |  | The Group | The Group
|  |  | 2025 | 2024
Post-tax profit attributable to ordinary shareholders |  |  | 1,042,688 | 1,106,194
Weighted average number of shares in issue |  |  | 22,780,636 | 22,780,636
Earnings per share (in cents) |  |  | 4.58c | 4.86c
17 Goodwill The movements in the carrying amount of goodwill are as follows:
|  |  |  | The Group
|  |  |  | Eur
At 1 January 2024 |  |  |  | 7,493,487
At 31 December 2024 |  |  |  | 7,493,487
At 1 January 2025 |  |  |  | 7,493,487
At 31 December 2025 |  |  |  | 7,493,487
Carrying amount |  |  |  |
At 31 December 2024 |  |  |  | 7,493,487
At 31 December 2025 |  |  |  | 7,493,487
Amounts recognised as goodwill were based on predecessor accounting principles. 18 Intangible assets
| Intellectual property | Internal-generated software | Licenses | Total
The Group | Eur | Eur | Eur | Eur
Gross carrying amount |  |  |  |
At 1 January 2024 | 1,000,000 | 2,165,977 | 471,453 | 3,637,430
Reclassification between categories | - | 45,445 | (45,445) | -
Additions | - | 919,015 | - | 919,015
At 31 December 2024 | 1,000,000 | 3,130,437 | 426,008 | 4,556,445
At 1 January 2025 | 1,000,000 | 3,130,437 | 426,008 | 4,556,445
Additions | - | 763,500 | - | 763,500
At 31 December 2025 | 1,000,000 | 3,893,937 | 426,008 | 5,319,945
Amortisation |  |  |  |
At 1 January 2024 | 857,745 | 1,152,546 | 315,883 | 2,326,174
Reclassification between categories | (27,007) | 12,780 | 14,227 | -
Reclassification of prior year provision | 116,852 | (116,852) | - | -
Provision for the year | 52,410 | 398,321 | 44,756 | 495,487
At 31 December 2024 | 1,000,000 | 1,446,795 | 374,866 | 2,821,661
At 1 January 2025 | 1,000,000 | 1,446,795 | 374,866 | 2,821,661
Provision for the year | - | 474,661 | 43,856 | 518,517
At 31 December 2025 | 1,000,000 | 1,921,456 | 418,722 | 3,340,178
Carrying amount |  |  |  |
At 31 December 2024 | - | 1,683,642 | 51,142 | 1,734,784
At 31 December 2025 | - | 1,972,481 | 7,286 | 1,979,767
Intangible assets |
|  | Software | Licenses | Total
The Company |  | Eur | Eur | Eur
Gross carrying amount |  |  |  |
At 1 January 2024 |  | 29,385 | 21,022 | 50,407
At 31 December 2024 |  | 29,385 | 21,022 | 50,407
At 1 January 2025 |  | 29,385 | 21,022 | 50,407
At 31 December 2025 |  | 29,385 | 21,022 | 50,407
Amortisation |  |  |  |
At 1 January 2024 |  | 29,385 | 15,117 | 44,502
Provision for the year |  | - | 2,953 | 2,953
At 31 December 2025 |  | 29,385 | 18,070 | 47,455
At 1 January 2025 |  | 29,385 | 18,070 | 47,455
Provision for the year |  | - | 2,952 | 2,952
At 31 December 2025 |  | 29,385 | 21,022 | 50,407
Carrying amount |  |  |  |
At 31 December 2024 |  | - | 2,952 | 2,952
At 31 December 2025 |  | - | - | -
19 Plant and equipment
The Group |  | Office and computer equipment | Furniture, fixtures and fittings | Total
|  | Eur | Eur | Eur
Gross carrying amount |  |  |  |
At 1 January 2024 |  | 988,854 | 683,396 | 1,672,250
Reclassification between categories |  | 203,070 | (203,070) | -
Other reclassifications and adjustments |  | (4,322) | (296,737) | (301,059)
Additions |  | 39,472 | - | 39,472
At 31 December 2024 |  | 1,227,074 | 183,589 | 1,410,663
At 1 January 2025 |  | 1,227,074 | 183,589 | 1,410,663
Disposals |  | (69,389) | - | (69,389)
Additions |  | 53,793 | 6,235 | 60,028
At 31 December 2025 |  | 1,211,478 | 189,824 | 1,401,302
Depreciation |  |  |  |
At 1 January 2024 |  | 914,139 | 575,482 | 1,489,621
Reclassification between categories |  | 187,679 | (187,679) | -
Other reclassifications and adjustments |  | (4,085) | (296,975) | (301,060)
Provision for the year |  | 71,277 | 14,255 | 85,532
At 31 December 2024 |  | 1,169,010 | 105,083 | 1,274,093
At 1 January 2025 |  | 1,169,010 | 105,083 | 1,274,093
Released on disposal |  | (68,630) | - | (68,630)
Provision for the year |  | 52,766 | 14,164 | 66,930
At 31 December 2025 |  | 1,153,146 | 119,247 | 1,272,393
Carrying amount |  |  |  |
At 31 December 2024 |  | 58,064 | 78,506 | 136,570
At 31 December 2025 |  | 58,332 | 70,577 | 128,909
Plant and equipment The following are the plant and equipment of the Company
|  |  | Furniture, fixtures and fittings | Total
Equipment
The Company |  | Eur | Eur | Eur
Gross carrying amount |  |  |  |
At 1 January 2024 |  | 39,241 | 132,774 | 172,015
Additions |  | 1,891 | - | 1,891
Disposals |  | (4,173) | - | (4,173)
At 31 December 2024 |  | 36,959 | 132,774 | 169,733
At 1 January 2025 |  | 36,959 | 132,774 | 169,733
Additions |  | 7,240 | 1,553 | 8,793
At 31 December 2025 |  | 44,199 | 134,327 | 178,526
Amortisation |  |  |  |
At 1 January 2024 |  | 27,127 | 40,012 | 67,139
Provision for the year |  | 6,707 | 14,255 | 20,962
Released on disposal |  | (1,269) | - | (1,269)
At 31 December 2024 |  | 32,565 | 54,267 | 86,832
At 1 January 2025 |  | 32,565 | 54,267 | 86,832
Provision for the year |  | 7,215 | 13,465 | 20,680
At 31 December 2025 |  | 39,780 | 67,732 | 107,512
Carrying amount |  |  |  |
At 31 December 2024 |  | 4,394 | 78,507 | 82,901
At 31 December 2025 |  | 4,419 | 66,595 | 71,014
The depreciation charge was included in administrative expenses. 20 Right-of-use assets The following assets have been recognised as right-of-use assets of the Group:
|  | Buildings | Motor vehicles | Total
The Group |  | Eur | Eur | Eur
Gross carrying amount |  |  |  |
As at 1 January 2024 |  | 577,037 | 586,398 | 1,163,435
Additions |  | - | 170,533 | 170,533
Termination and expiry of lease |  | - | (181,465) | (181,465)
As at 31 December 2024 |  | 577,037 | 575,466 | 1,152,503
As at 1 January 2025 |  | 577,037 | 575,466 | 1,152,503
Additions |  | - | 207,367 | 207,367
Termination and expiry of leases |  | - | (130,586) | (130,586)
As at 31 December 2025 |  | 577,037 | 652,247 | 1,229,284
Depreciation |  |  |  |
As at 1 January 2024 |  | 96,172 | 326,264 | 422,436
Provision for the year |  | 192,346 | 112,129 | 304,475
Termination and expiry of lease |  | - | (181,466) | (181,466)
At 31 December 2024 |  | 288,518 | 256,927 | 545,445
As at 1 January 2025 |  | 288,518 | 256,927 | 545,445
Provision for the year |  | 191,824 | 108,588 | 300,412
Termination and expiry of leases |  | - | (103,495) | (103,495)
At 31 December 2025 |  | 480,342 | 262,020 | 742,362
Carrying amount |  |  |  |
At 31 December 2024 |  | 288,519 | 318,539 | 607,058
At 31 December 2025 |  | 96,695 | 390,227 | 486,922
The following assets have been recognised as right-of-use assets of the Company:
|  |  |  | Buildings
The Company |  |  |  | Eur
Gross carrying amount |  |  |  |
As at 1 January 2024 |  |  |  | 577,037
As at 31 December 2024 |  |  |  | 577,037
Gross carrying amount |  |  |  |
As at 1 January 2025 |  |  |  | 577,037
As at 31 December 2025 |  |  |  | 577,037
Depreciation |  |  |  |
As at 1 January 2024 |  |  |  | 96,172
Provision for the year |  |  |  | 192,346
At 31 December 2024 |  |  |  | 288,518
Depreciation |  |  |  |
As at 1 January 2025 |  |  |  | 288,518
Provision for the year |  |  |  | 191,824
At 31 December 2025 |  |  |  | 480,342
Carrying amount |  |  |  |
At 31 December 2024 |  |  |  | 288,519
At 31 December 2025 |  |  |  | 96,695
The depreciation charge on right-of-use assets was included in administrative expenses. The Group and the Company have elected to disclose right-of-use assets separately in these financial statements. The information pertaining to the gross carrying amount, depreciation recognised during the year and other movements in right-of-use assets is included in the above tables. Information pertaining to lease liabilities and their corresponding maturities are disclosed separately in note 21. Information about the accounting policy for the measurement and recognition of leases are disclosed in note 4.18. The average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 is between 5.27% - 7.07 % (2024: between 5.24% - 6.94%). The incremental borrowing rate will be re-assessed every time a new lease is entered into by the Group and the corresponding right-of-use asset recognised. New leases are assessed on a case-by-case basis. The rate applied on new leases is still considered appropriate. At 31 December 2025, the Group’s leases comprises of its office space and its motor vehicles. 21 Leases The Group Lease liabilities are presented in the statement of financial position as follows:
|  |  | 2025 | 2024
|  |  | Eur | Eur
Current: |  |  |  |
Lease liabilities |  |  | 210,374 | 288,685
Non-current: |  |  |  |
Lease liabilities |  |  | 300,376 | 351,045
|  |  | 510,750 | 639,730
The Company Lease liabilities are presented in the statement of financial position as follows:
|  |  | 2025 | 2024
|  |  | Eur | Eur
Current: |  |  |  |
Lease liabilities |  |  | 108,768 | 200,938
Non-current: |  |  |  |
Lease liabilities |  |  | - | 108,104
|  |  | 108,768 | 309,042 |
The Group has leases for its buildings, car park spaces and motor vehicles. Each lease is included in the statement of financial position as a right-of-use asset and a lease liability. The Group does not have any other short-term leases (leases with an effected term of 12 months or less) and leases of low-value underlying assets and variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales). The Group classifies its right-of-use assets in a consistent manner to its plant and equipment as applicable. Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the right-of-use asset can only be used by the Group. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. The Group is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Group must insure items under lease and incur maintenance fees on such items in accordance with the lease contracts. The range of the remaining lease term of the Group’s buildings is 1 year, with an option to extend an additional 3 years, whilst the range of the remaining lease term of the motor vehicles is 1 - 5 years. The Group The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December 2025 were as follows:
| Minimum lease payments |
| Not later than one Year | Later than one year but not later than five years | Later than five years | Total
| Eur | Eur | Eur | Eur
31 December 2025 |  |  |  |
Lease payments | 233,133 | 331,375 | - | 564,508
Finance charges | (22,759) | (30,999) | - | (53,758)
Net present values | 210,374 | 300,376 | - | 510,750
Future minimum lease payments at 31 December 2024 were as follows:
| Minimum lease payments |
| Not later than one Year | Later than one year but not later than five years | Later than five years | Total
| Eur | Eur | Eur | Eur
31 December 2024 |  |  |  |
Lease payments | 320,028 | 377,490 | - | 697,518
Finance charges | (31,343) | (26,445) | - | (57,788)
Net present values | 288,685 | 351,045 | - | 639,730
The Company The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December 2025 were as follows:
| Minimum lease payments |
| Not later than one Year | Later than one year but not later than five years | Later than five years | Total
| Eur | Eur | Eur | Eur
31 December 2025 |  |  |  |
Lease payments | 111,060 | - | - | 111,060
Finance charges | (2,292) | - | - | (2,292)
Net present values | 108,768 | - | - | 108,768
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December 2024 were as follows:
| Minimum lease payments |
| Not later than one Year | Later than one year but not later than five years | Later than five years | Total
| Eur | Eur | Eur | Eur
31 December 2024 |  |  |  |
Lease payments | 216,361 | 110,344 | - | 326,705
Finance charges | (15,423) | (2,240) | - | (17,663)
Net present values | 200,938 | 108,104 | - | 309,042
22 Investment in subsidiaries 22.1 The Company
|  |  | 2025 | 2024
|  |  | Eur | Eur
At 1 January and 31 December |  |  | 11,119,723 | 11,119,723
Harvest Technology p.l.c. has investments in the following subsidiaries:
Name of subsidiary | Place of incorporation | Proportion ownership interest | Holding | Portion voting power held | Principal activity
|  | 2025 | 2024 |  | 2025 | 2024 |
|  | % | % |  | % | % |
PTL Limited | Malta | 99.99 | 99.99 | Direct | 100 | 100 | Sale of IT solutions and security systems
Apco Limited | Malta | 99.99 | 99.99 | Direct | 99.99 | 99.99 | Sale of IT solutions and security systems
Apcopay Limited | Malta | 99.99 | 99.99 | Direct | 100 | 100 | The operation of a payment gateway
Ipsyon Ltd | Malta | 99.99 | 99.99 | Direct | 100 | 100 | Holding of intellectual property
PTLtech (Mauritius) Limited | Mauritius | 99.99 | 99.99 | Indirect | 99.99 | 99.99 | The sale of IT solutions and security systems
Apcopay Greece S.A. (liquidated) | Greece | 99.99 | 99.99 | Indirect | - | 99.99 | The sale of a payment gateway service
Information about direct subsidiaries of the Company is as follows:
Name of Company | Registered office | Capital and reserves at 31 December | Profit / (loss) for the year ended 31 December
|  | 2025 | 2024 | 2025 | 2024
|  | Eur | Eur | Eur | Eur
PTL Limited | Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000 Malta | 2,189,876 | 2,306,786 | 433,090 | 430,418
Apco Limited | Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000 Malta | 472,247 | 310,648 | 361,599 | 123,821
Apcopay Limited | Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000 Malta | 1,654,352 | 1,923,518 | 230,834 | 854,569
Ipsyon Limited | Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000 Malta | 164,380 | 30,933 | 133,447 | 43,732
Apcopay Greece S.A (Liquidated) | Leoforos Kifisias Kai Sofokelous 2, Amarousiou / Attikis, 15126, Greece | - | (5,227) | 5,226 | 547
PTLtech (Mauritius) Limited | Suite 602,6th Floor. Hennessy Tower, Pope Hennessy Street, Port Louis, Mauritius | (41,405) | (28,090) | (13,315) | (14,180)
23 Other investment
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
As at 1 January | 149,977 | 349,977 | 149,977 | 349,977
Disposals | - | (200,000) | - | (200,000)
As at 31 December | 149,977 | 149,977 | 149,977 | 149,977
During 2023, the Group invested Eur 200,000 in Treasury bills issued by the Government of Malta which matured in 2024. 24 Loans and receivables
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Loans and receivables from subsidiaries | - | - | 336,968 | -
| - | - | 336,968 | -
Comprising: |  |  |  |
Current |  |  |  |
Loans and receivables from subsidiaries | - | - | 336,968 | -
| - | - | 336,968 | -
Loans issued to subsidiaries bear an interest rate of 4.5% per annum. These are expected to be repaid within 12 months of the end of the reporting year. 25 Inventories
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Spare parts, computers and other equipment | 2,607,368 | 1,331,392 | - | -
Provision on spare parts, computer and other equipment | (699,220) | (679,402) | - | -
Contract in progress | 570,462 | 587,548 | - | -
| 2,478,610 | 1,239,538 | - | -
The amount of inventories recognised as an expense during the year amounted to Eur 5,747,941 (2024: Eur 6,878,654). Write-off of inventories recognised in the statement of profit or loss and other comprehensive income during the year amounted to Eur Nil (2024: Eur Nil) and are included with cost of sales. The increase in the provision for losses on inventories of spare parts and other equipment for the year amounted to Eur19,818 (2024: increase of Eur 71,570). 26 Other assets
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Prepayments | 261,893 | 211,392 | 8,568 | 7,802
Other assets | 501,000 | 501,000 | - | -
| 762,893 | 712,392 | 8,568 | 7,802
Other assets amounting to Eur 501,000 (2024: Eur 501,000) comprise a receivable from a subcontractor as part of a contract which was terminated during 2023. The Group expects that it will recover the amount making use of all available routes. In this respect, a court case has been filed on 13 June 2024. 27 Trade and other receivables Trade and other receivables consist of the following:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Trade receivables – gross | 3,165,063 | 3,762,976 | - | -
Allowance for expected credit losses | (165,351) | (153,978) | - | -
Trade receivables – net | 2,999,712 | 3,608,998 | - | -
Amounts owed by parent company | 7,010 | 30,637 | - | -
Amounts owed by group companies | - | - | 770,195 | 1,317,859
Advance payments | 6,623 | 6,623 | - | -
Other receivables | 43,462 | 30,112 | 1,140 | -
Amounts owed by other related parties | 150,230 | 120,591 | - | -
Financial assets | 3,207,037 | 3,796,961 | 771,335 | 1,317,859
Other receivables | 2,080 | 7,467 | - | -
Trade and other receivables – current | 3,209,117 | 3,804,428 | 771,335 | 1,317,859
The carrying value of financial assets is considered a reasonable approximation of fair value. No interest is charged on trade and other receivables. Note 39.2 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected credit losses. 28 Cash and cash equivalents Cash and cash equivalents include the following component:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Cash and bank balances | 2,027,175 | 2,376,209 | 13,184 | 41,633
Cash and cash equivalents in the statements of financial position and the statement of cash flows | 2,027,175 | 2,376,209 | 13,184 | 41,633
29 Share capital The share capital of Harvest Technology p.l.c. consists of ordinary shares with a par value of Eur 0.50. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the shareholders’ meeting of the Company.
|  |  | 2025 | 2024
|  |  | Eur | Eur
Shares issued and fully paid at 31 December |  |  |  |
22,780,636 ordinary shares of Eur 0.50 each |  |  | 11,390,318 | 11,390,318
Shares authorised at 31 December |  |  |  |
70,000,000 ordinary shares of Eur 0.50 each |  |  | 35,000,000 | 35,000,000
30 Other equity
|  |  | The Group | The Group
|  |  | 2025 | 2024
|  |  | Eur | Eur
Other equity |  |  | 2,821,165 | 2,821,165
The other equity pertains to predecessor accounting resulting from acquisition made in previous years and comprises of the difference of Eur 1,367,314 between the consideration of Eur 3,551,791 and the amounts at which the assets and liabilities of the acquired entities were recognized of Eur 2,184,477, a reduction of Eur 1,754,051 in accumulated losses through a reduction of share premium and a further reduction of Eur 300,000 from a disposal of a subsidiary in previous years. During 2022, a further reduction of Eur 200 was effected. 31 Bank borrowings The Group had no borrowings or overdrawn bank facilities at 31 December 2025 (2024: Eur Nil) At the end of the current reporting period, the Group has three overdraft facilities in two of its subsidiaries amounting to Eur 1,370,000 secured by general hypotechs over present and future assets of the Group and bear interest between 3.66% and 5% (2024: 4.85% and 6.37%). 32 Trade and other payables
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Trade payables | 2,478,083 | 2,245,229 | 3,710 | 81,249
Amounts payable to ultimate parent company | 11,621 | 498 | 11,621 | 498
Amounts payable to immediate parent company | 51,182 | 67,348 | 51,172 | 67,106
Amounts payable to other related parties | 1,403 | - | - | 7,100
Other payables | 256,443 | 32,736 | - | 100
Accrued expenses | 1,116,903 | 1,167,493 | 35,748 | 59,888
Financial liabilities | 3,915,635 | 3,513,304 | 102,251 | 215,941
Other creditors | 918,153 | 787,892 | 25,336 | 26,367
Trade and other payables – current | 4,833,788 | 4,301,196 | 127,587 | 242,308
The carrying values of financial liabilities are considered to be a reasonable approximation of fair value. No interest is charged on trade and other payables. 33 Contract liabilities
|  |  | The Group | The Group
|  |  | 2025 | 2024
|  |  | Eur | Eur
Deferred service income on maintenance, support and servicing |  |  | 1,429,095 | 1,597,257
Deferred service income on other gateway income and access fees |  |  | 98,267 | 70,982
Deferred income on sale of licences and information technology solutions |  |  | 126,916 | 39,986
|  |  | 1,654,278 | 1,708,225
Deferred service income represents customer payments received or due in advance of performance (contract liabilities) that are expected to be recognised as revenue in the future. As described in note 4.10, maintenance, servicing and support contracts are entered into for periods between 1 and 5 years. On the other hand, consultancy and development of IT systems are usually completed within 12 months. Nevertheless, the Group may occasionally have projects for consultancy and development of IT systems that span over more than 12 months. 34 Deferred tax assets Deferred tax arising from temporary differences for the Group are summarised as follows:
The Group |  | 1 Jan 2025 | Recognised in profit or loss | 31 Dec 2025
|  | Eur | Eur | Eur
Deferred tax assets arising on: |  |  |  |
Plant and equipment |  | 18,777 | (1,866) | 16,911
Leases |  | 11,153 | (1,730) | 9,423
Unabsorbed tax losses |  | 1,193 | (1,193) | -
Unabsorbed capital allowances |  | 28,636 | 6,702 | 35,338
Provisions |  | 586,226 | (18,391) | 567,835
Total |  | 645,985 | (16,478) | 629,507
Deferred tax liabilities arising on:
Intangible assets |  | (304,076) | (82,221) | (386,297)
Plant and equipment |  | - | (318) | (318)
Total |  | (304,076) | (82,539) | (386,615)
Deferred taxes for the comparative period 2024 can be summarised as follows:
The Group |  | 1 Jan 2024 | Recognised in profit or loss | 31 Dec 2024
|  | Eur | Eur | Eur
Deferred tax assets arising on: |  |  |  |
Plant and equipment |  | 10,531 | 8,246 | 18,777
Intangible assets |  | (5,221) | 5,221 | -
Leases |  | 6,563 | 4,590 | 11,153
Unabsorbed tax losses |  | - | 1,193 | 1,193
Unabsorbed capital losses |  | 92,715 | (92,715) | -
Unabsorbed capital allowances |  | 21,185 | 7,451 | 28,636
Provisions |  | 633,856 | (47,630) | 586,226
Difference on exchange |  | 3 | (3) | -
Total |  | 759,632 | (113,647) | 645,985
Deferred tax liabilities arising on: |  |  |  |
Intangible assets |  | (321,619) | 17,543 | (304,076)
Plant and equipment |  | 65,835 | (65,835) | -
Total |  | (255,784) | (48,292) | (304,076)
Deferred tax arising from temporary differences for the Company are summarised as follows:
The Company |  | 1 Jan 2025 | Recognised in profit or loss | 31 Dec 2025
|  | Eur | Eur | Eur
Deferred tax assets arising on: |  |  |  |
Plant and equipment |  | 10,680 | 93 | 10,773
Leases |  | 6,846 | (2,957) | 3,889
Unabsorbed capital allowances |  | 28,193 | 7,145 | 35,338
Total |  | 45,719 | 4,281 | 50,000
Deferred taxes for the comparative period 2024 can be summarised as follows:
|  | 1 Jan 2024 | Recognised in profit or loss | 31 Dec 2024
|  | Eur | Eur | Eur
Deferred tax assets arising on: |  |  |  |
Plant and equipment |  | 10,350 | 330 | 10,680
Leases |  | 3,637 | 3,209 | 6,846
Unabsorbed capital losses |  | 92,715 | (92,715) | -
Unabsorbed capital allowances |  | 21,187 | 7,006 | 28,193
Total |  | 127,889 | (82,170) | 45,719
See note 14 for information on the Group’s and Company's tax expense. 35 Cash flow adjustments and changes in working capital The following non-cash flow adjustments and adjustments for changes in working capital have been made to profit before tax to arrive at operating cash flow:
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Adjustments: |  |  |  |
Depreciation and amortisation | 585,447 | 581,019 | 23,632 | 23,915
Depreciation on right-of-use assets | 300,412 | 304,475 | 191,824 | 192,346
Gain on disposal of right-of-use assets | (1,004) | - | - | -
Dividends receivable | - | - | (1,922,888) | (1,845,906)
Movement in provision for doubtful debts | 11,373 | 24,391 | - | -
Reversal of provision no longer required | - | (208,859) | - | -
Bad Debts written off | 13,301 | 212,062 | - | -
Exchange movements | 73,620 | 34,532 | - | -
Movement in provision for inventories | 19,818 | 71,570 | - | -
Interest expense on leasing arrangements | 36,513 | 45,185 | 16,075 | 28,944
Interest payable | - | - | 2,894 | -
Interest receivable | (10,530) | (4,240) | (31,214) | (35,220)
| 1,028,950 | 1,060,135 | (1,719,677) | (1,635,921)
Working capital: |  |  |  |
Change in inventories | (1,258,890) | 307,733 | - | -
Change in contract assets | (62,082) | 78,836 | - | -
Change in trade and other receivables | 477,367 | (461,675) | (63,139) | (147,387)
Change in trade and other payables | 501,741 | 523,587 | (114,721) | 130,875
Change in contract liabilities | (53,947) | (105,222) | - | -
| (395,811) | 343,259 | (177,860) | (16,512)
36 Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Statement of Cash Flows as cash from financing activities.
The Group | Notes | Balance at 1 January 2025 | Cash flows | Other non-cash changes | Balance at 31 December 2025
|  | Eur | Eur | Eur | Eur
Leases | 21 | 639,730 | (344,765) | 215,785 | 510,750
|  | 639,730 | (344,765) | 215,785 | 510,750
During 2025, the Group recognised additional lease liabilities amounting to Eur 207,367. Total cash payments made on leases during the year amounted to Eur 344,765 (inclusive of interest). The interest expense during the year amounted to Eur 36,513. In addition, the Group had non-cash movements amounting to Eur 215,785 comprising an amount of Eur 207,367 relating to the additions to leases as disclosed in note 20, less the release of Eur 28,095 in lease liabilities on termination of leases and the interest expense amounting to Eur 36,513. The table below details changes in the Group’s liabilities arising from financing activities for the preceding accounting period:
The Group | Notes | Balance at 1 January 2024 | Cash flows | Other non-cash changes | Balance at 31 December 2024
|  | Eur | Eur | Eur | Eur
Leases | 21 | 761,389 | (337,377) | 215,718 | 639,730
|  | 761,389 | (337,377) | 215,718 | 639,730
During 2024, the Group recognised additional lease liabilities amounting to Eur 170,531. Total cash payments made on leases during the year amounted to Eur 337,377 (inclusive of interest). The interest expense during the year amounted to Eur 45,185. In addition, the Group had non-cash movements amounting to Eur 215,718 comprising an amount of Eur 170,533 relating to the additions to leases as disclosed in note 20 and the interest expense amounting to Eur 45,185. The tables below details the Company’s liabilities arising from financing activities. The table below details changes in the Company’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Statement of Cash Flows as cash from financing activities.
The Company | Notes | Balance at 1 January 2025 | Cash flows | Other non-cash changes | Balance at 31 December 2025
|  | Eur | Eur | Eur | Eur
Leases | 21 | 309,042 | (216,349) | 16,075 | 108,768
|  | 309,042 | (216,349) | 16,075 | 108,768
During 2025, the cash payments made on leases amounted to Eur 216,349 (inclusive of interest). The interest expense during the year amounted to Eur 16,075. The interest of Eur 16,075 represents the non-cash movement presented above for leases. The table below details changes in the Group’s liabilities arising from financing activities for the preceding accounting period:
The Company | Notes | Balance at 1 January 2024 | Cash flows | Other non-cash changes | Balance at 31 December 2024
|  | Eur | Eur | Eur | Eur
Leases | 21 | 492,218 | (212,120) | 28,944 | 309,042
|  | 492,218 | (212,120) | 28,944 | 309,042
During 2024, the cash payments made on leases amounted to Eur 212,120 (inclusive of interest). The interest expense during the year amounted to Eur 28,944. The interest of Eur 28,944 represents the non-cash movement presented above for leases. 37 Related party transactions Harvest Technology p.l.c. is the parent Company of the subsidiary undertakings highlighted in note 22. The parent Company of Harvest Technology p.l.c. is 1923 Investments Limited which is incorporated in Malta. The ultimate parent of the Group is Hili Ventures Limited. The registered office of 1923 Investments Limited and Hili Ventures Limited, is Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000, Malta. Both entities draw up consolidated financial statements with 1923 Investments Limited incorporating the results of Harvest Technology p.l.c. Group. All consolidated financial statements may be obtained from the abovementioned registered address. During the year under review, the Group entered into transactions with related parties as set out below
| 2025 | 2024
The Group | Related party activity | Total activity |  | Related party activity | Total activity |
| Eur | Eur | % | Eur | Eur | %
Revenue: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Ultimate parent | 93,147 |  |  | 107,758 |  |
Parent company | - |  |  | 37,095 |  |
Other related parties | 615,201 |  |  | 502,017 |  |
| 708,348 | 18,226,616 | 4 | 646,870 | 19,794,534 | 3
Cost of sales: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Other related parties | 552 |  |  | 10,417 |  |
| 552 | 10,877,153 | - | 10,417 | 12,518,704 | -
Administrative expenses: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Ultimate parent | 31,858 |  |  | 10,876 |  |
Parent company | - |  |  | 103,590 |  |
Other related parties | 153,870 |  |  | 42,101 |  |
| 185,728 | 5,821,375 | 3 | 156,567 | 5,487,992 | 3
Finance cost: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Other related parties | 16,075 |  |  | 28,944 |  |
| 16,075 | 36,513 | 44 | 28,944 | 45,730 | 63
| 2025 | 2024
The Company | Related party activity | Total activity |  | Related party activity | Total activity |
| Eur | Eur | % | Eur | Eur | %
Revenue: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Subsidiaries | 570,000 |  |  | 575,730 |  |
Other related parties | 2,563 |  |  | - |  |
| 572,563 | 572,563 | 100 | 575,730 | 575,730 | 100
Administrative expenses: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Ultimate parent | 31,857 |  |  | 10,876 |  |
Parent company | 150,000 |  |  | 99,827 |  |
Other related parties | - |  |  | 42,101 |  |
Subsidiaries | 26,241 |  |  | 29,853 |  |
| 208,098 | 761,700 | 27 | 182,657 | 973,260 | 19
Finance income: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Subsidiaries | 28,071 |  |  | 35,040 |  |
| 28,071 | 31,214 | 90 | 35,040 | 35,220 | 99
Finance cost: |  |  |  |  |  |
Related party transactions with: |  |  |  |  |  |
Other related parties | 16,075 |  |  | - |  |
Subsidiaries | 2,894 |  |  | 28,944 |  |
| 18,969 | 18,969 | 100 | 28,944 | 28,944 | 100
Other related parties consist of related parties other than the parent, entities with joint control or significant influence over the Company, subsidiaries, joint ventures in which the Company is a venture and key management personnel of the Company or its parent Company. No expense has been recognised in the period for impairments in respect of amounts due by related parties and there are no provisions for impairment in respect of outstanding amounts due by related parties. The amounts disclosed under the finance costs for the Group and the Company comprise interest expense on leases with related parties. In addition to this interest expense, the Group and the Company made payments to a related party amounting to Eur 200,274 (2024: Eur 183,176) relating to such leases as disclosed in the cashflow statement. Key management personnel compensation is disclosed in note 12. Dividend income is disclosed in note 8. The amounts due to/from other related parties at period-end are disclosed in notes 27 and 32. The terms and conditions in respect of the related party balances do not specify the nature of the consideration to be provided in settlement. No guarantees have been given or received. The amounts owed to Harvest Technology plc by related parties as disclosed in note 27 are unsecured, interest free and repayable on demand. Contingent liabilities and guarantees are disclosed in note 38. 38 Contingent liabilities During the year, one of the Group’s subsidiaries had guarantees amounting to Eur 390,257 (2024: Eur 213,360) to third parties in Malta as collateral for liabilities. Moreover, the Company and its subsidiary, Apcopay Limited (C 29099), have each been named as defendants in proceedings filed before the Maltese Courts by Mr George Kakouras, a former employee of Hili Properties p.l.c. (C 57954), who was at different times seconded by his employer to Harvest Technology p.l.c. and to Apcopay Limited respectively. In the said proceedings, Mr Kakouras claims payment for services which were rendered by him between April 17, 2025 and January 5, 2026 for the Company amounting to Eur 165,447 and between June 9, 2023 and January 6, 2026 for Apcopay Limited amounting to Eur 389,408. The Board of Directors notes that any such services as may have been provided by Mr Kakouras to the Company and to Apcopay Limited were rendered during the respective periods of his secondment, and that if at all, any entitlement to remuneration for such services would properly fall to be addressed with his employer of record, Hili Properties p.l.c. In connection with the abovementioned proceedings, Mr Kakouras has also instituted a precautionary garnishee order against each of the Company and Apcopay Limited. The Board of Directors considers this measure to be unwarranted and disproportionate in the circumstances. The Company's financial position is strong, and the Board therefore finds Mr Kakouras’ actions particularly surprising considering that, not least by virtue of the senior position he held within the Group, he would have had, or ought to have had, full visibility of the financial soundness of both the Company and its subsidiary. The institution of precautionary garnishee orders in these circumstances is therefore considered by the Board to be an excessive and unjustified step. The Board of Directors wishes to place on record that the Company, at all material times, conducted itself in a manner fully befitting its obligations at law and consistent with the highest principles of sound corporate governance. The Company and Apcopay Limited firmly deny the claims advanced by Mr Kakouras and intend to defend the proceedings vigorously. The Company and Apcopay Limited shall take all steps as may be appropriate to protect their respective interests. 39 Financial instrument risk Risk management objectives and policies The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in note 39.4. The main types of risks are market risk, credit risk and liquidity risk. The Group's risk management is coordinated by the directors and focuses on actively securing the Group's short to medium term cash flows by minimising the exposure to financial risks. The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development. Where applicable, any significant changes in the Group’s exposure to financial risks or the manner in which the Group manages and measures these risks are disclosed below. Where possible, the Group aims to reduce and control risk concentrations. Concentration of financial risk areas when financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors. The amount of the risk exposure associated with financial instruments sharing similar characteristics is disclosed in more detail in the notes to the financial statements. The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below. 39.1 Market risk analysis Foreign currency risk Foreign currency transactions arise when the Group buys or sells goods or services whose price is denominated in a foreign currency, borrows or lends funds when the amounts payable or receivable are denominated in a foreign currency or acquires or disposes of assets, or incurs or settles liabilities, denominated in a foreign currency. Foreign currency transactions comprise mainly transactions in USD and GBP. The risk arising from foreign currency transactions is managed by regular monitoring of the relevant exchange rates and management’s reaction to material movements thereto. Interest rate risk The Company had no loans and receivables with a fixed coupon. The Group has taken out interest bearing facilities as disclosed in note 31. The interest rates thereon and the terms of such borrowings are disclosed accordingly. The Company and the Group may be exposed to cash flow interest rate risk on borrowings carrying a floating interest. Management monitors the movement in interest rates and, where possible, reacts to material movements in such rates by adjusting its selling prices or by restructuring its financing structure. The carrying amounts of the Group’s and Company’s financial instruments carrying a rate of interest at the end of the reporting period are disclosed in the notes to the financial statements. 39.2 Credit risk analysis Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to credit risk from financial assets including cash and cash equivalents held at banks, loans and receivables, trade and other receivables. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
| Notes | The Group | The Group | The Company | The Company
|  | 2025 | 2024 | 2025 | 2024
|  | Eur | Eur | Eur | Eur
Classes of financial assets - carrying amounts: |  |  |  |  |
Loans and receivables | 24 | - | - | 336,968 | -
Trade and other receivables | 27 | 3,207,037 | 3,796,961 | 771,335 | 1,317,859
Cash and cash equivalents | 28 | 2,027,175 | 2,376,209 | 13,184 | 41,633
|  | 5,234,212 | 6,173,170 | 1,121,487 | 1,359,492
Credit risk management Credit risk is managed both at the level of each individual subsidiary as well as on a Group basis, based on the Group’s credit risk management policies and procedures. Loans and receivables and certain trade receivables comprise amounts due from related parties. The Group and Company’s concentration to credit risk arising from these receivables are considered limited as there were no indications that these counterparties are unable to meet their obligations. Management considers these to be of good credit quality. Management does not consider loans and receivables to have deteriorated in credit quality and the effect of management’s estimate of the 12-month credit loss has been determined to be insignificant to the results of the Group and the Company. The Group and the Company hold money exclusively with institutions having high quality external credit ratings. The cash and cash equivalents held with such banks at 31 December 2025 and 2024 are callable on demand. One of the banks with whom cash and cash equivalents are held forms part of an international Group with an A credit rating by Standard and Poor’s and similar high ratings by other agencies. The Group also holds a significant amount of cash with a local bank having a credit rating of BBB by Standard and Poor’s. Cash held by the Group with other local banks for which no credit rating is available are not significant. Management considers the probability of default from such banks to be close to zero and the amount calculated using the 12-month expected credit loss model to be very insignificant. Therefore, based on the above, no loss allowance has been recognised by the Group and the Company. The Group assesses the credit quality of its customers by taking into account their financial standing, past experience and other factors, such as bank references and the customers’ financial position. Management is responsible for the quality of the Group’s credit portfolios and has established credit processes involving delegated approval authorities and credit procedures, the objective of which is to build and maintain assets of high quality. Individual risk limits are set in accordance with limits set by the board. The utilisation of credit limits is regularly monitored. Each new individual customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from management. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis. The Group’s policy is to deal only with credit worthy counterparties. The credit terms is generally between 30 and 90 days. The credit terms for customers as negotiated with customers are subject to an internal approval process as mentioned above. The ongoing credit risk is managed through regular review of ageing analysis, together with credit limits per customer. Trade receivables consist of a large number of customers in various industries in Malta and abroad. The Expected Credit Loss (ECL) at 31 December 2025 was estimated based on a range of forecast economic scenarios as at that date. Security The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s and the Company’s maximum exposure to credit risk, without taking account of the value of the collateral obtained. Guarantees are disclosed in notes 31 and 38. In addition, the Group does not hold collateral relating to other financial assets (eg derivative assets, cash and cash equivalents held with banks). Trade receivables The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers. The expected loss rates are based on the payment profile for sales over the past 36 months before 31 December 2025 and 31 December 2024 respectively as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forwarding looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. The Group has identified gross domestic product (GDP) and unemployment rates of the countries in which the customers are domiciled to be the most relevant factors and accordingly adjusts historical loss rates for expected changes in these factors. However given the short period exposed to credit risk, the impact of these macroeconomic factors has not been considered significant within the reporting period. Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 365 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery. On the above basis the expected credit loss for trade receivables as at 31 December 2025 and 31 December 2024 was determined as follows:
31 December 2025 | Current | More than 30 days | More than 60 days | More than 90 days | Total
Expected credit loss rate (%) | 0.63% | 2.18% | 3.52% | 23.52% |
Gross carrying amount (Eur) | 1,926,107 | 544,377 | 109,776 | 584,803 | 3,165,063
Lifetime expected credit loss | 12,112 | 11,850 | 3,864 | 137,525 | 165,351
31 December 2024 | Current | More than 30 days | More than 60 days | More than 90 days | Total
Expected credit loss rate (%) | 0.18% | 1.25% | 2.79% | 18.40% |
Gross carrying amount (Eur) | 2,445,745 | 373,253 | 185,029 | 758,949 | 3,762,976
Lifetime expected credit loss | 4,480 | 4,655 | 5,168 | 139,675 | 153,978
Changes in expected credit loss rates between reporting periods is attributable to change in circumstances, past ageing information and revised history of loss occurrences. The Group however experiences very low levels of actual impairments arising from non-performing trade receivables and consequently management considers the lifetime expected credit losses to be adequate to the business of the Group. The closing balance of the of the trade receivables loss allowance as at 31 December reconciles with the trade receivables loss allowance opening balance as follows:
|  |  | The Group | The Group
|  |  | 2025 | 2024
|  |  | Eur | Eur
Opening loss allowance as at 1 January |  |  | 153,978 | 338,446
Loss allowance recognised during the year |  |  | 11,373 | 24,391
Reversal of provision on receivables written-off |  |  | - | (208,859)
Loss allowance as at 31 December |  |  | 165,351 | 153,978
39.3 Liquidity risk The Group and Company’s exposure to liquidity risk arises from its obligations to meet its financial liabilities, which comprise bank borrowings and trade and other payables (see notes 31 and 32). Prudent liquidity risk management includes maintaining sufficient cash to ensure the availability of an adequate amount of funding to meet the Group’s and Company’s obligations when they become due. Liquidity risk is that the Group and the Company might be unable to meet its obligations. The Group and the Company manage their liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period. The Group and Company’s objective is to maintain cash to meet their liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting period. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets. The following maturity analysis for financial liabilities shows the remaining contractual maturities using the contractual undiscounted cash flows on the basis of the earliest date on which the Group and the Company can be required to pay. The analysis includes both interest and principal cash flows:
The Group |
31 December 2025 | On demand or within 1 year | 1 - 2 years | 2 - 5 years | More than 5 years | Total
Non-derivative financial liabilities |  |  |  |  |
Non-interest bearing | 3,915,635 | - | - | - | 3,915,635
| 3,915,635 | - | - | - | 3,915,635
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting periods as follows:
31 December 2024 | On demand or within 1 year | 1 - 2 years | 2 - 5 years | More than 5 years | Total
Non-derivative financial liabilities |  |  |  |  |
Non-interest bearing | 3,513,304 | - | - | - | 3,513,304
| 3,513,304 | - | - | - | 3,513,304
The Company
31 December 2025 | On demand or within 1 year | 1 - 2 years | 2 - 5 years | More than 5 years | Total
Non-derivative financial liabilities |  |  |  |  |
Non-interest bearing | 102,251 | - | - | - | 102,251
| 102,251 | - | - | - | 102,251
This compares to the maturity of the Company’s non-derivative financial liabilities in the previous reporting periods as follows:
31 December 2024 | On demand or within 1 year | 1 - 2 years | 2 - 5 years | More than 5 years | Total
Non-derivative financial liabilities |  |  |  |  |
Non-interest bearing | 215,941 | - | - | - | 215,941
| 215,941 | - | - | - | 215,941
39.4 Summary of financial assets and financial liabilities by category The carrying amounts of the Group’s financial assets and financial liabilities as recognised at the end of the reporting period may also be categorised as follows. See note 4.20 for explanations about how the category of financial instruments affects their subsequent measurement.
| The Group | The Group | The Company | The Company
| 2025 | 2024 | 2025 | 2024
| Eur | Eur | Eur | Eur
Current assets |  |  |  |
Loans and receivables | - | - | 336,968 | -
Trade and other receivables | 3,207,037 | 3,796,961 | 771,335 | 1,317,859
Cash and cash equivalents | 2,027,175 | 2,376,209 | 13,184 | 41,633
| 5,234,212 | 6,173,170 | 1,121,487 | 1,359,492
Current liabilities |  |  |  |
Financial liabilities measured at amortised cost: |  |  |  |
Trade and other payables | 3,915,635 | 3,513,304 | 102,251 | 215,941
| 3,915,635 | 3,513,304 | 102,251 | 215,941
39.5 Financial instruments measured at fair value Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
• | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• | Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
• | Level 3: unobservable inputs for the asset or liability.
At 31 December 2025 and 2024, the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short-term maturities of these assets and liabilities. The fair values of non-current financial liabilities and the non-current loans and receivables are not materially different from their carrying amounts due to the fact that the interest rates are considered to represent market rates at the year-end or because they are repayable on demand. The fair values of the financial assets and financial liabilities included in the level 2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines when transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period. 40 Capital risk management The Group’s and the Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group and the Company consists of debt, which includes the bank borrowings disclosed in note 30, cash and cash equivalents as disclosed in note 28 and of items presented within equity in the statement of financial position. The Group’s directors manage the capital structure and make adjustments to it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the Group balances its overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt. 41 Post reporting date events There were no adjusting or other significant non-adjusting events that have occurred between the end of the reporting period and the date of authorisation by the board. 42 Immediate parent Company, ultimate parent Company and controlling party The immediate parent Company of Harvest Technology p.l.c. is 1923 Investments Limited. The registered office of 1923 Investments Limited is Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000, Malta. The ultimate parent of Harvest Technology p.l.c. is Hili Ventures Limited with the same registered address. The directors consider the ultimate controlling party to be Mr Carmelo (sive Melo) Hili, who, through his majority interest in Hili Ventures Limited, indirectly holds 62.95% (2024: holds 62.95%) of the voting rights in Harvest Technology p.l.c.

# # Grant Thornton Malta Fort Business Centre, Level 2 Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD1050 Malta T +356 20931000 # # Independent auditor’s report To the shareholders of Harvest Technology p.l.c. Report on the audit of the financial statements Opinion We have audited the financial statements of Harvest Technology p.l.c. (the “Company”) and of the Group of which it is the parent, which comprise the statements of financial position as at 31 December 2025, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and the Group as at 31 December 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU), and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “Act”). Our opinion is consistent with our additional report to the audit committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. The non-audit services that we have provided to the Company and the Group during the year ended 31 December 2025 are disclosed in note 11 to the financial statements. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Impairment testing of goodwill in the consolidated financial statements Key audit matter Goodwill with a carrying amount of Eur7.49 million as at 31 December 2025 is included in the Group’s Statement of Financial Position as at that date. Management is required to perform an assessment at least annually to establish whether goodwill should continue to be recognised, or if any impairment is required. The assessment was performed at the lowest level at which the Group could allocate and assess goodwill, which is referred to as a cash generating unit (‘CGU’). The impairment assessment was based on the calculation of a value-in-use for each of the CGUs. This calculation was based on estimated future cash flows for each CGU, including assumptions concerning revenue growth, profit margins, weighted average cost of capital and effective tax rates. Estimating future profitability requires the directors to apply significant judgements which include estimating future taxable profits, long term growth and discount rates. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires judgement. We focused on this area because of the significance of the amount of goodwill which is recognised at balance sheet date. Moreover, the directors' assessment process is complex and highly judgmental and is based on assumptions which are affected by expected future market or economic conditions. How the key audit matter was addressed in our audit We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of the directors’ forecasts and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable. We communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. We also assessed the adequacy of the disclosures made in note 4.26 of the financial statements relating to goodwill including those regarding the key assumptions used in assessing its carrying amount. Those disclosures specifically explain that the directors have assessed the carrying amount of goodwill as at 31 December 2025 to be recoverable and that there is no impairment in the value of the goodwill. Assessment of carrying amount of investments in subsidiaries in the Company’s financial statements Key audit matter During the year ended 31 December 2025 management carried out an assessment to establish whether the carrying amount of investments in subsidiaries in the financial statements of the Company at 31 December 2025 should continue to be recognised, or if any impairment is required. We focussed on this area because of the significance of the investments in subsidiaries and other investments which, at 31 December 2025, amounted Eur 11.12 million. Moreover, the directors' assessment process is complex and highly judgmental and is based on assumptions, such as forecast growth rates, profit margins, weighted average cost of capital and effective tax rate, which are affected by expected future market or economic conditions. How the key audit matter was addressed in our audit We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of the directors’ forecasts and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable. We communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. We also assessed the adequacy of the disclosures made in note 4.26 of the financial statements relating to investments including those regarding the key assumptions used in assessing its carrying amount. Those disclosures specifically explain that the directors have assessed the carrying amount of investments as at 31 December 2025 to be recoverable and that there is no impairment in the value of the investments. Other information The directors are responsible for the other information. The other information comprises (i) the Chairman’s message, (ii) the Chief Financial Officer’s review, (iii) the Directors’ report and (iv) Corporate Governance – Statement of Compliance which we obtained prior to the date of this auditor’s report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information, including the Directors’ report. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the Directors’ report, we also considered whether the Directors’ report includes the disclosures required by Article 177 of the Act, and in the case of the Remuneration report included in the Directors’ report, whether this has been prepared in accordance with Chapter 12 of the Capital Market Rules issued by the Malta Financial Services Authority (the “Capital Market Rules”). Based on the work we have performed, in our opinion:
• | The information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements, and the Directors’ report has been prepared in accordance with the Act, and
• | The Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules.
In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard. Responsibilities of the directors those charged with governance for the financial statement s The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS as adopted by the EU and are properly prepared in accordance with the provisions of the Act, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s and the Group’s financial reporting process. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and Group’s internal control.
- | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- | Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s or the Group’s ability to continue as a going concern.
- | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- | Obtain sufficient appropriate evidence regarding the financial information of the entities or business activities within the Group to express and opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication. Reports on other legal and regulatory requirements Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6 We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Report and Consolidated Financial Statements of Harvest Technology p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format. Responsibilities of the directors The directors are responsible for the preparation of the Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS. Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6. Our procedures included:
- | Obtaining an understanding of the entity's financial reporting process, including the preparation of the Report and Consolidated Financial Statements, in accordance with the requirements of the ESEF RTS.
- | Obtaining the Report and Consolidated Financial Statements and performing validations to determine whether the Report and Consolidated Financial Statements have been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
- | Examining the information in the Report and Consolidated Financial Statements to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
- | We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion In our opinion, the Report and Consolidated Financial Statements for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. Report on the Statement of Compliance with the Principles of Good Corporate Governance The Capital Market Rules require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles. The Capital Market Rules also require us, as the auditor of the Company, to include a report on the Statement of Compliance prepared by the directors. We read the Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report. We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance with the Code of Principles of Good Corporate Governance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. In our opinion, the Corporate governance statement has been properly prepared in accordance with the requirements of the Capital Market Rules. Other matters on which we are required to report by exception We also have responsibilities
• | under the Companies Act, Cap 386 to report to you if, in our opinion:
| - | adequate accounting records have not been kept, or that returns adequate for our audit have not been received from branches not visited by us
| - | the financial statements are not in agreement with the accounting records and returns
| - | we have not received all the information and explanations we require for our audit
| - | certain disclosures of directors’ remuneration specified by law are not made in the financial statements, giving the required particulars in our report.
• | in terms of Capital Market Rules to review the statement made by the Directors that the business is a going concern together with supporting assumptions or qualifications as necessary.
We have nothing to report to you in respect of these responsibilities. Auditor tenure We were first appointed as auditors of the Company and the Group on 30 September 2016. Our appointment has been renewed annually by a shareholders’ resolution representing a total period of uninterrupted engagement appointment of ten years. The Company changed its status to a public limited liability company on 6 November 2019 and was admitted to the Official List of the Malta Stock Exchange on 6 January 2020. The Principal on the audit resulting in this independent auditor’s report is Alex Brincat. Grant Thornton Fort Business Centre Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD 1050 Malta Alex Brincat Principal 13 April 2026