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MAS PLC — Annual Report 2025
Aug 29, 2025
48756_rns_2025-08-29_83ed95ba-4cb7-4f0e-ab86-4463d06fb625.pdf
Annual Report
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Director Consolidated annual financial statements for the year to 30 June 2025
27 August 2025

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Table of Contents
| a to d | |
|---|---|
| e | |
| shareholders of MAS P.L.C. | i to x |
| Consolidated annual financial statements | |
| Consolidated statement of profit or loss | 1 |
| Consolidated statement of other comprehensive income | 2 |
| Consolidated statement of financial position | 3 |
| Consolidated statement of changes in equity | 4 |
| Consolidated statement of cash flows | 5 |
| Notes to the consolidated annual financial statements | 6 to 66 |
| Shareholding structure | 67 |
| Income property overview | 68 to 69 |
| Company information, advisors and property valuers | 70 |
| Glossary | 71 to 72 |
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commentary
Introduction and background
year to 30 June 2025. The Group achieved distributable earnings on an IFRS basis of 9.53 eurocents per share for the 2025 financial year (27.7% increase year-on-year). Of this, 4.44 eurocents stributable earnings guidance range of 4.28 to 4.70 eurocents per shar commentary.
Unless otherwise stated, amounts included in this commentary are presented with reference to International Financial Reporting Standards (IFRS) based reported results. Segmental reporting, prepared on a proportionate consolidated basis, is disclosed in the of IFRS financial results. Detailed financial results and Company Profile (updated on 30 June 2025), including highlights and supplemental operational website.
The Group remains committed to maximising total long-term returns from property investments on a per share basis, aimed to be achieved by continued focus on capital allocation, operational excellence, sensible leveraging, and cost efficiency. MAS operates directly-owned income property in Central and Eastern Europe (CEE) and employs capital in commercial and residential developments owned indirectly via the Development Joint Venture (DJV1 ). MAS is well positioned to provide its shareholders with best-in-class total long-term returns due to the long-term, continual high growth in consumption in CEE, and leveraging its strong asset prospects and asset management capabilities to generate robust like-for-like (LFL) net rental income (NRI) growth from retail operations through increasing -protected exposure to high-quality commercial and residential developments via DJV.
Financial results
The Group generates returns from: (i) directly-owned income property and operations in CEE; (ii) Central and Eastern European investments with Prime Kapital in DJV (including equity-accounted earnings from its proportion of completed DJV-owned income properties, net results of its residential sales, development activities and investments in MAS shares); (iii) remaining directly-owned Western European income property (Flensburg Galerie), and (iv) investments in financial instruments (including other elements disclosed as Corporate).
financial year, to 30 June 2024) and non- the previous financial year). IFRS tangible net asset value (TNAV) were 9.53 eurocents per share (27.7% increase year-on-year; 7.46 eurocents per share for the financial year to 30 June 2024), of which 4.44 eurocents per share relate to the second half of 8 to 4.70 eurocents per share, for the six months to 30 June 2025.
factors which positively impacted including:
- (i) -for-like (LFL) increase in passing NRI and improved asset valuations, supported by excellent rental and service charge collections;
- (ii) rties, as well as the opening of Mall Moldova (Iasi, Romania) in April 2025, which led to substantial improvements in passing NRI, and increases in commercial asset valuations, (b) significantly reduced losses of the residential business (which are net of Development Margin and Fixed Dividend that were capitalised and subsequently released through cost of sales), and
- (iii) twelve months to 30 June 2025 and the full-year impact of preferred equity investments made during the previous financial year.
The above positive variances were partially offset by the outcome of strategic initiatives aimed at maximising total long -term returns to shareholders, as follows:
- (i) realised gains on MAS bonds repurchased during the first six months of the financial year to 30 June 2024 not repeated in the current financial year;
- (ii) increases in interest expenditure due to substantial additional secured debt contracted by the Group in preparation for repayment of its funding commitments, including the upcoming maturity of the bond in May 2026, net of income derived from placing the proceeds in bank deposits and invested in financial assets;
- (iii) completion of Western European disposals during the previous financial year, mostly in respect of Arches street retail units (UK), leading to a decrease in profits from discontinued operations;
- (iv) increases in current and deferred taxes, the former related to higher operational income and the gradual reduction of tax losses available to offset profits achieved by operational properties, and the latter in the context of increasing property market values and reducing fiscal bases of operational properties, and
- (v) higher corporate and investment expenses associated with the substantial increase in corporate actions, and asset disposals, as well as other capital allocation initiatives pursued during the financial year to 30 June 2025.
Debt, cost of debt and liquidity
hieved considerable the financial year to 30 June 2025. The ember 2025.
1 DJV is an abbreviation for a separate corporate entity named PKM Development Ltd (PKM Development), an associate of MAS since 2016 with independent governance. MAS owns 40% irrevocably undertaking to provide preferred equity to PKM Development on notice of drawdown. By ed equity. In addition, MAS has committed to provide t proportionally consolidated). The balance of the ordinary 30million) was taken up by Prime Kapital in 2016 in cash. In terms of applicable contractual undertakings and restrictions, Prime Kapital:
(i) re fully drawn and invested or 2030 (end of exclusivity period);
(ii) contributes secured development pipeline to PKM Development at cost;
(iii) takes responsibility for sourcing further developments, and
(iv) provides PKM Development with all necessary construction and development services via its integrated in-house platform.
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the disposal of their respective
Following a strategic review in June 2023, MAS implemented a revised debt management plan that was put in place, supplemented by a suspension of dividend le to meet its funding commitments to the same date. In the context of the rising interest rate environment at the time, which brought about major changes in the debt capital markets for high-yield real estate issuers, substantially the debt management plan focused on raising bank funding secured on all of MAS' unencumbered properties in CEE. To date, substantial progress was achieved -owned assets.
ital expenditure (CapEx) requirements and debt amortisation payments) based on the assumption that MAS suspends dividends, and does not receive distributions from the DJV before the 2026 bond matures. This analysis does not take into account subsequent developments related to PK Investments Limited (PKI, a wholly-owned subsidiary to prioritise distributions of available profits to new investments (which undertaking must still be accepted), ideration, it is likely that the liquidity shortfall will be remedied.
Table 1: Capital Requirements 30 June 2025
| 4million | |||
|---|---|---|---|
| Bond maturing 2026 (notional) | DJV revolving credit facility | CapEx1 | Debt amortisation2 |
| 5million | |||
| 4million | |||
| 3 Cash and near- |
Secured debt under negotiation | Required additional funds | |
| 50million |
1 4.8million regarding DJV extensions).
, and its loan-to-value (LTV) ratio was 23.2% on an IFRS consolidated basis (26.3% on 30 June 2024). As a result of the Group having amassed substantial liquidity from secured debt drawn down, MAS has placed part of its cash in low-volatility, short-term financial investments (money market instruments), which provide slightly higher yields than bank deposits, with similar or lower ris -hour notice.
% per annum (5.52% for the rates for all secured debt is hedged. The Group hedges its interest rate exposure, typically via interest rate caps, protecting against future increases in variable EURIBOR rates over
-imposed, long-term overall debt limit is a maximum LTV ratio of 35%, or, on a forward-looking basis, six times NRI, which is considerably more secured facility ratios demonstrated satisfactory headroom compared to covenant tolerances, where applicable on both IFRS and proportionate consolidation bases. Table 2 below sets out the relevant unsecured debt covenants.
Table 2: Unsecured debt covenants 30 June 2025
| Actual IFRS |
Actual proportionate |
||
|---|---|---|---|
| Tolerance | basis | consolidation basis | |
| Solvency ratio | Shall not exceed 0.6 | 0.30 | 0.31 |
| Consolidated coverage ratio | At least 2.5:1 | 3.63 | 3.84 |
| Adjusted consolidated coverage ratio | At least 2.8:1 | n/a | 2.95 |
| Unencumbered consolidated total assets/ | |||
| unsecured consolidated total debt | Minimum 180% | 406% | 402% |
| Unencumbered consolidated total (adjusted) assets/ unsecured | |||
| consolidated total debt | Minimum 120% | n/a | 254% |
a negligible LTV, as well as substantial secured debt capacity.
On 30 June 2025, PKI owned 153,498,569 MAS shares. After the financial year end, on 4 August 2025, PKI launched its Voluntary Bid to acquire all shares in MAS, tances by MAS Shareholders, (i) PKI holds 254,093,543 MAS shares, being 36.32% of the issued share capital of MAS (excluding treasury shares); and (ii) PKI, together with other shareholders deemed to be concert parties under Maltese listings requirements, in aggregate hold 49.4% of the issued share capital of MAS.
erred equity. The Group has 2025.
2 Estimated debt amortisations, maturities and raising fees.
3 Cash and near cash instruments include cash and cash equivalents and financial investments in money market funds but exclude cash in debt service reserve accounts and tenants' guarantees.
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Operations
he same period in 2024) and collection rates for the six months to 30 June 2025 is detailed in Table 3 and does not include operational information in respect of properties owned by the DJV. All figures were reported on 26 August 2025.
Table 3: CEE Retail properties operational performance
| Jan 25 | Feb 25 | Mar 25 | Apr 25 | May 25 | Jun 25 | Total | ||
|---|---|---|---|---|---|---|---|---|
| Footfall LFL (2025 compared to 2024) | % | 105 | 94 | 101 | 102 | 100 | 102 | 101 |
| Open-air malls | % | 108 | 95 | 103 | 102 | 100 | 103 | 102 |
| Enclosed malls | % | 100 | 94 | 96 | 102 | 100 | 99 | 98 |
| 2 LFL (2025 compared | % | |||||||
| to 2024) | 108 | 107 | 105 | 112 | 102 | 103 | 106 | |
| Open-air malls | % | 110 | 107 | 109 | 114 | 102 | 104 | 108 |
| Enclosed malls | % | 105 | 105 | 100 | 110 | 102 | 101 | 104 |
| Collection rate | % | 100.0 | 99.9 | 99.9 | 99.9 | 99.9 | 99.8 | 99.9 |
Consumption in all Central and Eastern European countries where the Group operates continued its growth trend. Trading and footfall were robust in all Group properties throughout the six months to 30 June 2025. Occupancy cost ratios were a healthy 10.8% (excluding certain tenant categories: supermarkets, DIY stores, entertainment and services; 10.9% on 30 June 2024). Collection rates were excellent, and occupancy of Central and Eas tern European directly-owned retail assets improved to 97.9% on 30 June 2025 (97.5% on 30 June 2024).
-air malls and enclosed malls outperformed the same six-month period in 2024 (8% and 4%, respectively). Notable outperformance of the aggregate was achieved by toys, entertainment, home furnishings, shoes and health and beauty tenant categories. Pet shop and services categories have, however, performed less admirably.
-owned properties in CEE increased by 6.6% year-on-year, which is attributable to rent indexation, rental from overage as well as outstanding rent reversions during the period.
to 30 June 2025. LFL footfall and tenants' sales improved by 3% and 15%, respectively, compared to the same six-month period in 202 -owned assets, collection operational retail properties decreased slightly to 96.1% on 30 June 2025 (96.9% on 30 June 2024). Nevertheless, the occupancy cost ratio was outstanding, at 7.9% (excluding certain tenant categories: supermarkets, DIY stores, entertainment and services).
Property valuations
to directly-owned income property in lion in WE (11.9% decrease compared to valuations on 30 June 2024, partially due to an increase in the valuation discount rate, and partially due to reduced growth prospects for Flensbur biannually by external, independent professional valuers, with appropriate, recognised qualifications and recent experience in the relevant location and property category. Valuations are primarily based on discounted forecasted cash flows and are there fore forward-looking. Compared to valuations on 30 June 2024, the weighted average unlevered discount rate for directly-owned income property in CEE decreased from 9.53% to 9.43%.
Asset disposals
During the financial year to 30 June 2025, MAS disposed of its Strip Mall assets located in Focsani, Slobozia, Ramnicu Sarat, Sebes, Targu Secuiesc, Fagaras and Group, as well as DJV, which joined the transaction for the sale of the Slobozia Value Centre Extension, completed the transaction and collected the proceeds on 31 January 2025.
-allocate capital, which were designated as non-core, and marked as potential future disposals. Some of these assets also currently meet the classification requirements to be considered as 'held for sale' in compliance with strict IFRS standards. As a result, the Flensburg Galerie (Germany) and Nova Park (Poland) assets have been reclassified financial statements for the financial year to 30 June 2025. These properties are individual assets in countries where the Group has limited operational presence and narrow growth prospects and will be disposed of in due course. With respect to the disposal process of Flensburg Galeri tal reporting on a proportionate
DJV developments
Construction at Mall Moldova, Iasi, owned by the DJV, was finalised as scheduled, and the centre opened on 17 April 2025. It is Romania's second super-regional enclosed mall and retail node, and the only one of this magnitude outside of Bucharest. This is the largest shopping destination in the Moldova region, bringing in the Eastern part of the country over 250 national and international retail brands, of which 50 are exclusive. Occupancy at opening was over 94% of the centre's 87,100m2 GLA, part of a 110,400m2 retail destination, and footfall and tenants' sales since then were exceptional.
Prospects and dividend
MAS suspended dividend payments from August 2023 to accumulate liquidity and strengthen its capital position in a challenging macroeconomic environment, which adversely impacted access to, and cost of, unsecured funding for high-yield real estate issuers. Absent proceeds from distributions by DJV, asset sales, or , notwithstanding the substantial senior secured debt already raised or in the process of being raised.
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intention to make a special distribution to support MAS in reinstating dividend payments from September 2025.
2 . firmly committed to resuming dividend payments at a sustainable pay-out ratio over the medium to long-term, subject to the absence of unforeseen circumstances and provided that such payments are consistent with the relative attractiveness of investment opportunities available at the time, capital resources are sufficient to cover its funding commitments an -term objectives, including self-imposed gearing limitations, are not placed at undue risk.
Earnings guidance
Earnings guidance, and if appropriate information regarding the resumption of dividends, for the 2026 financial year, will be provided after clarity has been
Irina Grigore Bogdan-Ionut Oslobeanu Chief Executive Officer Chief Financial Officer
27 August 2025
Malta Released on 29 August 2025
management processes. Consequently, DJV was not in a position to finalise
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In accordance with the applicable laws and regulations, the Directors are required to prepare financial statements which give a true and fair view of the financial position of the Group for each period end and the financial performance for that period.
consolidated annual financial statements, the Directors are responsible for:
- ensuring that the consolidated annual financial statements have been prepared in accordance with the International Financial Reporting Standard SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee in South Africa and Financial Pronouncements as issued by Financial Reporting Standards Council in South Africa and IFRS issued by the EU, and;
- selecting and applying appropriate accounting policies;
- making accounting estimates that are reasonable in the circumstances, and
- preparing the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business as a going concern.
The Directors are also responsible for designing, implementing, and maintaining 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, and that comply with the Maltese Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are re website.
Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.
The consolidated annual financial statements have been prepared under the supervision of Bogdan-Ionut Oslobeanu and Irina Grigore.
CEO and CFO confirmation
Each of the Directors, whose names are stated below, hereby confirm that:
- (1) the annual financial statements set out on pages 1 to 66, fairly present in all material respects the financial position, financial performance and cash flows of the issuer in terms of IFRS;
- (2) to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading;
- (3) internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the annual financial statements of the issuer;
- (4) the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our role and function as Executive Directors with primary responsibility for implementation and execution of controls;
- (5) where we are not satisfied, we have disclosed to the audit and risk committee and the auditor any deficiencies in design and operational effectiveness of the internal financial controls, and have remediated the deficiencies, and
- (6) we are not aware of any fraud involving directors.
The consolidated annual financial statements on pages 1 to 66 were approved and authorised for issue by the Board of Directors on 27 August 2025 and signed on its behalf by:
Bogdan-Ionut Oslobeanu Chief Financial Officer
Irina Grigore Chief Executive Officer
27 August 2025 Malta
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Independent auditor's report
To the Shareholders of MAS P.L.C.
Report on the audit of the consolidated annual financial statements
Our opinion
In our opinion:
- The Consolidated annual financial statements (the "financial statements") of MAS P.L.C. give a true
and fair view of the Group's financial position as at 30 June 2025, and of its financial performance and
cash flows for the year then ended in accordance with International Financial Reporting Standards
('IFRSs') as adopted by the EU and IFRSs as issued by the International Accounting Standards Board
('IASB'); and - The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
What we have audited
MAS P.L.C.'s financial statements, set out on pages 1 to 66, comprise:
- · the Consolidated statement of profit or loss for the year ended 30 June 2025;
- the Consolidated statement of other comprehensive income for the year then ended;
- the Consolidated statement of financial position as at 30 June 2025;
- the Consolidated statement of changes in equity for the year then ended;
- the Consolidated statement of cash flows for the year then ended; and
- the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these Codes.
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To the Shareholders of MAS P.L.C.
Our audit approach
Overview

Overall group materiality: €17,200,000, which represents approximately 1% of the Group's total assets.
We conducted a full scope audit of the significant components and performed audit procedures on certain account balances of other components.
The Group auditor performed oversight procedures on the work of the component auditors for all significant locations.
Valuation of investment property, investment property held for sale and the investment property within the equity-accounted investee.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
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To the Shareholders of MAS P.L.C.
| Overall group materiality | €17,200,000 |
|---|---|
| How we determined it | Approximately 1% of the Group's total assets |
| Rationale for the materiality benchmark applied |
We chose consolidated total assets as the benchmark as, in our view, this is the main benchmark against which users of the financial statements most frequently measure the Group's performance. |
| We chose 1% based on our professional judgement, noting that it is also within the range of quantitative materiality thresholds that we consider acceptable. |
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above €860,000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| Valuation of investment property, investment property held for sale and the investment property within the equity-accounted investee Refer to the following accounting policies and notes to the financial statements for details: Note 11 'Investment property and investment property held for sale', Note 12 'Investment in equity-accounted investee' and Note 22 'Critical accounting estimates, judgements and errors'. | Given the inherent subjectivity involved in the valuation of the property portfolio, and therefore the need for strong market knowledge when determining the most appropriate assumptions and the technicalities of valuation methodology, we involved our internal valuation experts with relevant qualifications to assist us in this area. We assessed the independent property valuers' qualifications and expertise and read their terms of engagement with the Group to determine whether there were any matters that might have affected their objectivity or may have imposed scope limitations upon their work. We also considered fees and other contractual arrangements that might exist between the Group and the valuers. We found no evidence to suggest that the objectivity of the valuers was compromised. |
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To the Shareholders of MAS P.L.C.
Key audit matter
The Group's investment property includes retail properties in Central and Eastern Europe and retail properties in Western Europe. The fair value of investment property is €919,427 thousand, the fair value of investment property held for sale is €125,678 thousand and the fair value of the investment in equity-accounted investee is €51,549 thousand. A significant portion of the share of profit from the equity-accounted investee, net of tax, underlying the investment in the equity-accounted investee, comprises fair value adjustments for investment properties.
On a biannual basis, management assesses the fair value of its property portfolio based on external valuations prepared by independent property valuers using various valuation models as further explained in Note 11.
The valuation of the Group's investment property was identified as a key audit matter given that the valuation is inherently subjective due to, among other factors, the individual nature of each property, its location and the expected future rental streams for that particular property.
The significance of accounting estimates and judgements involved warrants specific audit focus, coupled with the fact that only small differences in individual property valuations when aggregated could result in a material misstatement.
How our audit addressed the key audit matter
We read the valuation reports for a sample of the properties and confirmed that the valuation approach followed by external valuers for each property selected was consistent with the requirements of IFRS.
We held meetings with management and the valuers, as appropriate, where the valuations and the key assumptions and rationale therein were discussed and challenged, focusing on the largest properties in the portfolio, significant valuation movements and where the valuation basis has changed in the year.
We obtained details of material properties held by the Group on a sample basis and set an expected range for yield determined by reference to published benchmarks and using our experience and knowledge of the market. We compared investment yields used by the valuers with the range of expected yields and the year on year movement to our expected range.
We also considered the reasonableness of other assumptions that are not so readily comparable with published benchmarks, such as estimated rental value. We developed multiple sensitivity analyses on these inputs that were assessed as significant and tested the impact.
Where assumptions were outside the expected range or otherwise appeared unusual, and/or valuations showed unexpected movements, we undertook further investigations, and when further necessary, held discussions with management and the valuers and obtained evidence to support explanations received. The valuation commentaries provided by the valuers and other supporting evidence enabled us to consider the property specific factors that may have had an impact on value, including recent comparable transactions where appropriate.
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To the Shareholders of MAS P.L.C.
| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| We performed testing on the standing data the Group provided to the valuers for use in the performance of the valuation on a sample basis, to satisfy ourselves of the accuracy of the property information supplied by management. |
|
| The above procedures were also performed, on a sample basis, on investment property held by the equity-accounted investee. | |
| Based on the work performed we found that the assumptions used in the valuations were supported by the evidence obtained. | |
| We also considered the adequacy of the disclosures made in Note 11 'Investment property and investment property held for sale', Note 12 'Investment in equity-accounted investee' and Note 22 'Critical accounting estimates, judgements and errors' to the financial statements and consider these to be adequate. |
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group comprises a number of holding companies and other investment property owning subsidiaries. It also holds an investment in an equity-accounted investee.
We performed full scope audits for significant components, and in addition, we performed audits of certain account balances in order to achieve the desired level of audit evidence. This, together with additional procedures performed at the group level, including testing of consolidation journals and intercompany eliminations, gave us the evidence we needed to form our opinion on the financial statements as a whole.
In establishing the overall audit approach to the group audit, we determined the type of work that needed to be performed by us, as the group auditor, and by component auditors from other PwC network firms operating under our instruction. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those reporting components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the financial statements as a whole.
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To the Shareholders of MAS P.L.C.
Other information
The directors are responsible for the other information. The other information comprises the Directors' commentary, the Statement of Directors' responsibilities, Shareholding structure, Income property overview, Company information, advisors and property valuers and Glossary (but does not include the financial statements and our auditor's report thereon), which we obtained prior to the date of this auditor's report, and other information to be included in the Annual Report, which is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance in accordance with International Standards on Auditing.
Responsibilities of the directors and those charged with governance for the financial statements
The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and IFRSs as issued by the IASB, and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
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To the Shareholders of MAS P.L.C.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation. - Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the Group as a basis for forming an opinion on the
financial statements. We are responsible for the direction, supervision and review of the audit work
performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
{14}------------------------------------------------

To the Shareholders of MAS P.L.C.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
The Directors' commentary and Consolidated Annual Financial Statements 2025 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.
The table below sets out these areas presented within the Directors' commentary and Consolidated Annual Financial Statements 2025, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
| Area of the Directors' commentary and Consolidated Annual Financial Statements 2025 and the related Directors' responsibilities |
Our responsibilities | Our reporting |
|---|---|---|
| Directors' commentary and Statement of Directors' responsibilities (on pages a to d) The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors' report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. | We are required to consider whether the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements. We are also required to express an opinion as to whether the Directors' report has been prepared in accordance with the applicable legal requirements. | In our opinion: the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Directors' report has been prepared in accordance with the Maltese Companies Act (Cap. 386). |
{15}------------------------------------------------

Independent auditor's report - continued To the Shareholders of MAS P.L.C.
| Area of the Directors' commentary and Consolidated Annual Financial Statements 2025 and the related Directors' responsibilities |
Our responsibilities | Our reporting |
|---|---|---|
| In addition, we are required to state whether, in the light of the knowledge and understanding of the Group and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors' report, and if so to give an indication of the nature of any such misstatements. | We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
|
| Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. the financial statements are not in agreement with the accounting records and returns. we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. | We have nothing to report to you in respect of these responsibilities. |
{16}------------------------------------------------

To the Shareholders of MAS P.L.C.
Other matter - use of this report
Our report, including the opinions, has been prepared for and only for the Parent Company's shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
Christopher Cardona
Principal
For and on behalf of PricewaterhouseCoopers 78, Mill Street Zone 5, Central Business District Qormi
Qorm: Malta
28 August 2025
{17}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025 Consolidated statement of profit or loss
| Note | Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|---|
| Continuing operations | |||
| Rental income | 5.1 | 76,172 | 72,237 |
| Service charge income and other recoveries | 5.2 | 25,693 | 23,557 |
| Gross revenue | 101,865 | 95,794 | |
| Impairment of receivables | 5 | (59) | (427) |
| Service charge and other property operating expenses | 5.2 | (30,703) | (28,247) |
| Net rental income | 5 | 71,103 | 67,120 |
| Corporate expenses | 6 | (7,204) | (7,143) |
| Other income | 740 | 7,694 | |
| Investment expenses | 7 | (2,100) | (1,414) |
| Fair value adjustments | 8 | 53,190 | 55,237 |
| Loss on disposal of subsidiary | 11.2 | (3,289) | - |
| Foreign currency exchange differences | (36) | (53) | |
| Share of profit from equity-accounted investee, net of tax | 12 | 18,451 | 7,686 |
| Reversal of impairment of share-based payment prepayments | 18.2 | 39 | 184 |
| Profit before finance income/(costs) | 130,894 | 129,311 | |
| Finance income | 9 | 38,823 | 31,571 |
| Finance costs | 9 | (28,536) | (25,325) |
| Profit before tax | 141,181 | 135,557 | |
| Current tax | (4,226) | (3,402) | |
| Deferred tax | (11,769) | (10,981) | |
| Taxation | 10 | (15,995) | (14,383) |
| Profit from continuing operations | 125,186 | 121,174 | |
| Discontinued operations | |||
| (Loss)/profit from discontinued operations, net of tax | 4.1 | (219) | 2,009 |
| Profit for the year | 124,967 | 123,183 | |
| Attributable to: | |||
| Owners of the Group | 124,967 | 123,183 | |
| Profit for the year | 124,967 | 123,183 | |
| IFRS Earnings per share for profit attributable to the | |||
| ordinary equity holders of the Group - total | 18.3 | ||
| IFRS Basic earnings per share (eurocents)^ | 19.79 | 18.88 | |
| IFRS Diluted earnings per share (eurocents)^ | 19.49 | 18.69 | |
| IFRS Earnings per share for profit attributable to the | |||
| ordinary equity holders of the Group - continuing operations | 18.3 | ||
| IFRS Basic earnings per share (eurocents)^ | 19.83 | 18.58 | |
| IFRS Diluted earnings per share (eurocents)^ | 19.52 | 18.39 |
^ See note 22 for details of the restatement of prior period IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
{18}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025 Consolidated statement of other comprehensive income
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Profit for the year - continuing operations | 125,186 | 121,174 | |
| (Loss)/profit for the year - discontinued operations | 4.1 | (219) | 2,009 |
| Profit for the year | 124,967 | 123,183 | |
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss | |||
| Exchange differences on translation of foreign operations - continuing | |||
| operations | 778 | 188 | |
| Exchange differences on translation of foreign operations - discontinued | |||
| operations | 21 | (3,604) | |
| Items reclassified through profit or loss | |||
| Foreign exchange differences recognised in profit or loss on liquidation of | |||
| subsidiaries - discontinued operations | (409) | 1,706 | |
| Total comprehensive income for the year | 125,357 | 121,473 | |
| Attributable to: | |||
| Owners of the Group | 125,357 | 121,473 | |
| Total comprehensive income for the year | 125,357 | 121,473 |
{19}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025 Consolidated statement of financial position
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Non-current assets | |||
| Investment property | 11.1 | 919,427 | 1,030,329 |
| Financial assets | 15.5 | 545,975 | 467,496 |
| Investment in equity-accounted investee | 12 | 51,549 | 33,098 |
| Other non-current assets | 13 | 3,442 | 8,235 |
| Deferred tax assets | 10 | 1,030 | 2,993 |
| Intangible assets | 1,094 | 1,696 | |
| Total non-current assets | 1,522,517 | 1,543,847 | |
| Current assets | |||
| Trade and other receivables | 15.3 | 18,379 | 17,961 |
| Financial investments | 15.2 | 47,893 | - |
| Cash and cash equivalents | 15.4 | 137,186 | 81,302 |
| Investment property held for sale | 11.2 | 125,678 | - |
| Total current assets | 329,136 | 99,263 | |
| Total assets | 1,851,653 | 1,643,110 | |
| Equity | |||
| Share capital and share premium | 18.1 | 654,586 | 654,586 |
| Treasury shares | 18.1 | (31,013) | (31,013) |
| Retained earnings | 597,672 | 472,705 | |
| Share-based payment reserve | 18.2 | 2,061 | 2,014 |
| Foreign currency translation reserve | (11,247) | (11,637) | |
| Equity attributable to owners of the Group | 1,212,059 | 1,086,655 | |
| Non-current liabilities | |||
| Bonds | 16.1 | 40,223 | 211,977 |
| Bank loans | 16.1 | 289,012 | 253,668 |
| Deferred tax liabilities | 10 | 53,791 | 47,338 |
| Other non-current liabilities | 14 | 6,433 | 6,921 |
| Total non-current liabilities | 389,459 | 519,904 | |
| Current liabilities | |||
| Bonds | 16.1 | 173,071 | 526 |
| Bank loans | 16.1 | 51,199 | 9,240 |
| Trade and other payables | 16.2 | 25,865 | 26,785 |
| Total current liabilities | 250,135 | 36,551 | |
| Total liabilities | 639,594 | 556,455 | |
| Total shareholder equity and liabilities | 1,851,653 | 1,643,110 |
These consolidated annual financial statements were approved and authorised for issue by the Board of Directors on 27 August 2025 and signed on their behalf by:
Bogdan-Ionut Oslobeanu Chief Financial Officer
Irina Grigore Chief Executive Officer
____________________
____________________
{20}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
Consolidated statement of changes in equity
Equity (1,710) 124,967 47 attributable to 1 owners of the Group 964,656 1,086,655 1,212,059 125,357 (1,710) 390 390 Foreign currency (1,710)translation reserve (9,927) (11,247)(11,637) (37) 47 47 2,061 412 2,014 payment 1,602 Share-based reserve earnings 349,522 Retained 123,183 123,183 124,967 597,672 472,705 124,967 Treasury shares (31,013) 94 77 171 (31,184) (31,013)647,482 Share premium 647,425 (94) 37 (22) 647,425 7,161 7,161 Share capital 7,161 Note 18.2 18.1 18.2 Employee share schemes - shares forfeited and brought back Employee share schemes - value of employee services Employee share schemes - value of employee services Employee share schemes - unlocked shares sales Total comprehensive income for the year Total comprehensive income for the year Other comprehensive income for the year Other comprehensive loss for the year Comprehensive income for the year Comprehensive income for the year Total equity transactions Total equity transactions Balance on 30 June 2025 Balance on 30 June 2024 Balance on 30 June 2023 Equity transactions Equity transactions Profit for the year Profit for the year
The notes on pages 6 to 66 form part of these consolidated annual financial statements.
All amounts in € thousand unless otherwise stated.
{21}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025 Consolidated statement of cash flows
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Operating activities | |||
| Cash generated from operating activities | 15.4 | 69,979 | 66,781 |
| Coupon received on PKM Development preferred equity | 15.5 | - | 7,170 |
| Interest received on PKM Development revolving credit facility | 15.5 | - | 1,377 |
| Income taxes paid | (4,286) | (3,608) | |
| Reimbursements of federal tax and capital gains tax | - | 684 | |
| Acquisition of other financial investments | 15.2 | (72,600) | - |
| Proceeds from disposal of other financial investments | 15.2 | 25,300 | - |
| Net cash inflow from operating activities | 18,393 | 72,404 | |
| Investing activities | |||
| Capitalised expenditure on investment property paid | 11.1 | (8,769) | (10,052) |
| Capitalised expenditure on investment property held for sale paid | 11.2 | - | (83) |
| Proceeds from sale of investment property held for sale | 11.2 | 43,428 | 22,780 |
| Subscription for PKM Development preferred equity | 15.5 | (41,934) | (118,599) |
| Drawdowns of PKM Development revolving credit facility | 15.5 | - | (27,550) |
| Proceeds from PKM Development revolving credit facility | 15.5 | - | 38,000 |
| Proceeds from disposal of financial investments | 15.1 | - | 37,626 |
| Investment expenses paid | (2,042) | (541) | |
| Tax paid on investing activities | (532) | (27) | |
| Net cash outflow from investing activities | (9,849) | (58,446) | |
| Financing activities | |||
| Consideration for bond repurchases paid | 16.1 | - | (73,187) |
| Bond coupon paid | 16.1 | (9,946) | (10,877) |
| Transaction costs relating to bonds | 16.1 | - | (466) |
| Drawdowns of bank loans | 16.1 | 90,500 | 136,000 |
| Repayment of capital on bank loans | 16.1 | (11,794) | (21,755) |
| Interest paid on bank loans | 16.1 | (19,088) | (12,434) |
| Transaction costs relating to bank loans paid | 16.1 | (1,610) | (1,891) |
| Acquisition of interest rate caps | (667) | (3,350) | |
| Repayment of bank revolving credit facility | 16.1 | - | (5,000) |
| Net cash inflow from financing activities | 47,395 | 7,040 | |
| Net increase in cash and cash equivalents | 55,939 | 20,998 | |
| Cash and cash equivalents at the beginning of the year | 15.4 | 81,302 | 60,361 |
| Effect of movements in foreign exchange rate fluctuations on cash held | (55) | (57) | |
| Cash and cash equivalents at the end of the year | 15.4 | 137,186 | 81,302 |
The cash flows above relate to continuing and discontinued operations. See note 4.2 for cash flow summary on discontinued operations.
{22}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Notes to the consolidated annual financial statements
Corporate information
registered office is Suite 11,
These consolidated annual financial statements in respect of the year to 30 June 2025 comprise the Company and its subsidiaries (together referred to as
Additionally, the Company issues separate financial statements in respect of the year to 30 June 2025, which are available for inspection at the registered office of the Company and on the corporate website.
Comparative figures are included for the year to 30 June 2024.
All amounts disclosed have been rounded to the nearest thousand euro ( ), unless otherwise stated.
Group subsidiaries
on 30 June 2025 and 30 June 2024 are set out below. Unless otherwise stated, share capital consists solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.
| Entity name | Jurisdiction | Ownership interest held by the Group |
|---|---|---|
| Atrium Mall SRL | Romania | 100% |
| Baia Mare Value Centre SRL | Romania | 100% |
| Barlad Value Centre SRL | Romania | 100% |
| Dambovita Mall SRL | Romania | 100% |
| DN1 Value Centre SRL | Romania | 100% |
| Flensburg Limited | Isle of Man | 100% |
| Galleria Burgas ead | Bulgaria | 100% |
| Galleria Stara Zagora ead | Bulgaria | 100% |
| Intonata Capital Sarl | Luxembourg | 100% |
| Langley Properties Limited | Isle of Man | 100% |
| MAS (European) Holdings Limited | Isle of Man | 100% |
| MAS (IOM) Holdings Limited | Isle of Man | 100% |
| MAS CEE Holdings Ltd | Malta | 100% |
| MAS Ginger SRL (dissolved effective 22 August 2025, subsequent to current year-end) | Romania | 100% |
| MAS One PCC Limited | Isle of Man | 100% |
| MAS Pearl SA | Romania | 100% |
| MAS Property Holding SRL | Romania | 100% |
| MAS Property Management Bulgaria eood | Bulgaria | 100% |
| MAS Property Management GmbH | Germany | 100% |
| MAS Property Management Poland sp zoo | Poland | 100% |
| MAS RE Malta Holding Ltd | Malta | 100% |
| MAS Securities BV | Netherlands | 100% |
| MAS Velvet SRL | Romania | 100% |
| MAS WE Holdings Ltd | Malta | 100% |
| Militari Shopping Centre SRL | Romania | 100% |
| New Waverley 10 Limited | Isle of Man | 100% |
| Nova Park sp zoo | Poland | 100% |
| Prahova Value Centre SRL | Romania | 100% |
| Rhea Mezzi Limited | Isle of Man | 100% |
| Roman Value Centre SRL | Romania | 100% |
| Sepsi Value Centre SRL | Romania | 100% |
| Zalau Value Centre SRL | Romania | 100% |
{23}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Liquidated subsidiaries
| Entity name | Jurisdiction | Ownership interest held by the Group |
|---|---|---|
| Braehead Properties Limited (dissolved on 14 August 2023) | Isle of Man | 100% |
| Braunschweig Limited (dissolved on 26 November 2024) | Isle of Man | 100% |
| Chippenham Properties Limited (dissolved on 24 February 2025) | Isle of Man | 100% |
| Incantada Capital Sarl (dissolved on 12 April 2024) | Luxembourg | 100% |
| Innova Capital Sarl (dissolved on 4 October 2023) | Luxembourg | 100% |
| Instrumento Capital Sarl (dissolved on 21 June 2024) | Luxembourg | 100% |
| Interlude Capital Sarl (dissolved on 23 November 2023) | Luxembourg | 100% |
| Intermezzo Capital Sarl (dissolved on 10 April 2024) | Luxembourg | 100% |
| Istempo Capital Sarl (dissolved on 14 December 2023) | Luxembourg | 100% |
| Leipzig Retail Capital Sarl (dissolved on 18 June 2024) | Luxembourg | 100% |
| Magdeburg Retail Capital Sarl (dissolved on 18 June 2024) | Luxembourg | 100% |
| MAS Jupiter SRL (dissolved on 19 May 2025) | Romania | 100% |
| MAS Real Estate Finance SRL (merged with MAS Property Holding SRL effective 1 July 2023) | Romania | 100% |
| MAS Saturn SRL (dissolved on 6 February 2025) | Romania | 100% |
| MAS Three Limited (dissolved on 29 April 2024) | Isle of Man | 100% |
| New Waverley 12 Limited (dissolved on 22 April 2024) | Isle of Man | 100% |
| New Waverley 14 Limited (dissolved on 29 July 2024) | Isle of Man | 100% |
| New Waverley 20 Limited (dissolved on 14 April 2025) | United Kingdom | 100% |
| North Street Quarter Limited (dissolved on 28 April 2025) | Isle of Man | 100% |
| Petrusse Capital Sarl (dissolved on 27 June 2024) | Luxembourg | 100% |
| PK Red SRL (sold effective 31 January 2025) | Romania | 100% |
Auditors
At the annual general meeting held on 6 December 2024, PricewaterhouseCoopers (Malta) was reappointed .
{24}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Contents of the notes
Information about the business
- Note 1. Significant events in the current year
- Note 2. Going concern
- Note 3. Segmental analysis proportionate accounts
- Note 4. Discontinued operations
- 4.1. Profit from discontinued operations, net of tax
- 4.2. Cash flows from discontinued operations
Information about financial statements
- Note 5. Net rental income
- 5.1. Rental income
- 5.2. Service charge
- Note 6. Corporate expenses
- Note 7. Investment expenses
- Note 8. Fair value adjustments
- Note 9. Finance income and finance costs
- Note 10. Taxation
- Note 11. Investment property and investment property held for sale
- 11.1. Investment property
- 11.2. Investment property held for sale
- 11.3. Valuation sensitivity analysis
- Note 12. Investment in equity-accounted investee
- Note 13. Other non-current assets
- Note 14. Other non-current liabilities
- Note 15. Financial assets
- 15.1. Financial investments: listed instruments
- 15.2. Financial investments: money market funds
- 15.3. Trade and other receivables
- 15.4. Cash and cash equivalents
- 15.5. Financial assets PKM Development preferred equity and revolving credit facility
- Note 16. Financial liabilities
- 16.1. Bonds and bank loans
- 16.2. Trade and other payables
- Note 17. Classification, valuation and offsetting of financial assets and financial liabilities
- Note 18. Equity
- 18.1. Share capital, share premium and treasury shares
- 18.2. Share-based payment arrangements
- 18.3. Earnings per share
Information about other items
- Note 19. Contingent assets and contingent liabilities
- Note 20. Commitments
- Note 21. Events after the reporting date
Information about risk
- Note 22. Critical accounting estimates, judgements and errors
- Note 23. Financial risk management
Further information
- Note 24. Related parties
- Note 25. Reconciliation of amounts reported under IFRS to Segmental analysis proportionate accounts
- Note 26. Summary of general accounting policies
{25}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
1. Significant events in the current year
The financial position and performance of the Group were influenced by the following events and transactions during the current reporting year:
- ies; see further information in note 16.1.
- Disposal of the Strip Malls in Romania; see further information in note 11.2.
2. Going concern
Management has, at the time of approving these consolidated annual financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, management continues to apply the going concern basis of accounting in preparing the consolidated annual financial statements.
3. Segmental analysis proportionate accounts
Segmental analysis
Segment results used by management include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
nal level, consistent with The Group prepares segmental information for providing a transparent view of how management assesses in the table below.
Management analyses the operational performance and financial These reportable segments have different risk profiles and generate revenue/income from different sources. Accordingly, it allows management to make well informed strategic decisions for the Group.
The Group has a significant investment in PKM Development Ltd. DJV as a result of the agreement with Prime Kapital Holdings Ltd ( . Presentation of financial information by using the proportionate consolidation method enhances clarity to interested parties operations.
| Reportable segment | Description |
|---|---|
| CEE direct assets (CEE) | Income properties located in CEE fully owned and managed by the Group. |
| CEE development joint venture (DJV) |
Income and development properties located in CEE operated by the Group and indirectly owned through DJV with Prime Kapital balances and transactions in relation to the DJV, including 60% of the preferred equity and the revolving credit facility made available to the DJV (40% of the redemption value, income related to preferred equity and revolving credit facility is eliminated on proportionate consolidation). |
| WE direct assets (WE) | Income properties held to be sold located in WE fully owned and managed by the Group. Management also includes an estimation for WE disposal realisation costs in this segment. |
| Corporate (Co) | well as corporate level administration. |
Proportionate accounts - basis for preparation
are In considering the accounting policies for the management accounts, management analysed best practice recommendations by industry institutions (EPRA, SA REIT).
The main changes in presentation of financial information in accordance with IFRS as compared to Segmental analysis are disclosed below.
| Presentation | IFRS | Segmental analysis proportionate accounts |
|---|---|---|
| Joint ventures and non-controlling interests | Equity accounting | Proportionate accounting 40% ordinary equity interest in the DJV |
| Statement of profit or loss | Aggregation based on function (presented as continuing and discontinued operations in accordance with IFRS 5) |
Aggregation based on nature |
| Investment property held for sale | Current assets | Investment property based on type |
| Financial investments | Current assets | Other assets |
| Statement of financial position line descriptions |
Aggregation with limited details (explanatory notes needed for clarity) |
Limited aggregation |
| Statement of financial position classification by current/non-current |
Yes | No |
| Statement of financial position equity |
Classification by type | Total equity amount |
{26}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Presentation of the consolidated statement of profit or loss for the purpose of proportionate accounts reflects operational performance per segment, categorised as distributable earnings and non-distributable earnings. Management monitors earnings generated by each area of the business and its impact on the total adjusted earnings for each segment.
- Net rental income income property includes rental income, net of impairment, net service charge and other property-related income.
- Net result residential property includes proceeds from sale of residential units during the reporting period, less expenses which are directly attributable to the delivered units (Cost of Sales) or attributable to each residential project (e.g. operational, selling and administrative expenses and, if applicable, net realisable value impairment adjustments).
- Expenses incurred by corporate entities servicing multiple WE subsidiaries, mainly relating to fees attributable to disposal of the WE assets have been reclassified from Co segment to WE segment.
- Net dividends listed securities have been adjusted to include withholding taxes reclassified from income tax.
- Share-based payment expense has been adjusted with impairment or reversal of impairment of share-based payment prepayments.
- Other non-distributable income/(cost) has been adjusted with the gain on bonds repurchases net of tax, and expenses incurred during the process.
Presentation of the consolidated statement of financial position is disaggregated in a similar manner, to identify the assets and liabilities generating the corresponding earnings for each segment of the business. As such, for a more comprehensive review process as monitored by management, the following line items have been presented differently as compared to IFRS to clearly show elements included in each category.
- Investment property, investment property held for sale and inventory property have been disaggregated to show Income property, Developments income property and Developments residential property.
- Financial assets and investments have been disaggregated to show Preferred equity and revolving credit facility, Listed securities gross exposure (including investment in MAS, at cost), Interest rate derivative financial assets and Other assets.
- Trade and other receivables have been split in VAT receivable, Share-based payment prepayments and Trade and other receivables.
Segment adjusted proportionate accounts
In addition to segmental proportionate accounts, the presentation includes a set of segment adjusted proportionate accounts, derived from adjustments specific for real estate companies, as described in more detail below.
1. Net dividends - listed securities
Dividends from listed securities are recognised in adjusted distributable earnings on a basis which is commensurate with and matching the holding period of the securities with the reporting period of the Company. Consequently, any excess or shortfall in dividends received is reclassified to and, respectively, from non-distributable earnings fair value movements in listed securities (together with any expected withholding tax).
2. Goodwill
No goodwill is included in adjusted proportionate accounts. Consequently, goodwill and related impairments are eliminated.
3. Share-based payments
The allocation of part of the purchase price in a transaction settled in shares to share-based payments is an accounting treatment required under IFRS. Share-based payments related to a 2019 Transaction between MAS and Prime Kapital are reversed in adjusted proportionate accounts so he IJV and all amounts exceeding the net tangible asset value thereof eliminated.
4. Deferred tax
Deferred tax, which is unlikely to crystalise on disposal as an actual tax, a purchase price adjustment, or any other cost, is reversed.
5. Estimation for WE disposal realisation costs
Estimated costs likely to crystalise on disposal of the assets in WE, and the liquidation of all holding entities in the WE segment, including early bank debt repayment penalties, agency fees, tax advisory fees, legal fees, capital expenditure requirements and other related costs and losses. This includes an estimated loss on disposal of the properties when it is presented as held-for-sale and losses on disposal can be estimated reliably. Based on the information available to management on the date of this report, an amount of 16,148 thousand was raised in the calculation of NAV (Net asset value) on an adjusted proportionate basis to provide for these expected costs and losses. The amount mainly corresponds to a loss on sale of Flensburg Galerie.
6. Elimination of cross-shareholding between MAS and DJV
Elimination of the MAS shares, at cost.
7. Geared share purchase plan interest income
Interest charged the average cost of debt.
8. Financial assets (current portion)
The current portion of the financial assets, represented by an investment in BlackRock ICS Euro Government Liquidity Fund Core, has been reclassified to cash and cash equivalents on adjusted proportionate accounts, as this investment is a treasury management instrument. The position can be liquidated with 24 .
A reconciliation and disaggregation of the amounts reported in these consolidated annual financial statements to the proportionate accounts is presented in note 25.
{27}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025 MAS P.L.C.
| • | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year to | Propor | Proportionate accounts | unts | , | Adjustments | ! | , | Adjusted pr | oportionat | Adjusted proportionate accounts | , | ||||
| 30 June 2025 | Total | ρĵγ | WE | 8 | Tota | GE | Δĺα | WE | ဒ | Total | CEE | λĺα | WE | ဝ | |
| EARNINGS | 124,967 | 92,130 | 54,995 | (8,326) | (13,832) | 5,360 | 10,338 | 10,169 | (15,894) | 747 | 130,327 | 102,468 | 65,164 | (24,220) | (13,085) |
| ; | 1 | ! | |||||||||||||
| DISTRIBUTABLE EARNINGS | 65,568 | 45,753 | 30,958 | 1,192 | (12,335) | 609 | 1 | 609 | 66,177 | 45,753 | 30,958 | 1,192 | (11,726) | ||
| Net rental income - income property | 29,763 | 68,554 | 8,589 | 2,620 | • | i | • | • | • | 79,763 | 68,554 | 8,589 | 2,620 | • | |
| Rental income | 84,618 | 71,232 | 858'6 | 4,028 | ı | 1 | 1 | 1 | 84,618 | 71,232 | 856,6 | 4,028 | ı | ||
| Service charge income and other | |||||||||||||||
| recoveries | 29,165 | 24,459 | 3,472 | 1,234 | ı | 1 | • | • | ı | 1 | 29,165 | 24,459 | 3,472 | 1,234 | ı |
| Service charge and other property | |||||||||||||||
| operating expenses | (35,318) | (52,986) | (4,631) | (2,701) | Ī | ı | • | Ū | ı | (35,318) | (27,986) | (4,631) | (2,701) | ı | |
| Other property income | 1,298 | 849 | 390 | 29 | ı | 1 | • | • | ı | 1 | 1,298 | 849 | 390 | 59 | ı |
| Net result - residential property i | (198) | (198) | 1 | ı | 1 | ı | (198) | • | (198) | 1 | |||||
| Net income - preferred equity | 21,927 | 21,927 | • | ı | i | • | Ū | ı | 21,927 | ı | 21,927 | ı | ı | ||
| Net corporate expenses | (7,377) | (3,312) | (293) | (137) | (3,365) | i | • | 1 | ı | ı | (7,377) | (3,312) | (263) | (137) | (3,365) |
| Interest on debt financing ii | (28,971) | (16,030) | (633) | (1,310) | (10,998) | i | • | Ū | ı | (28,971) | (16,030) | (633) | (1,310) | (10,998) | |
| Interest capitalised on developments | 4,457 | į | 4,457 | • | ı | i | • | 1 | ı | ı | 4,457 | ı | 4,457 | į | ı |
| Other distributable net income/(cost)7 | 791 | 397 | (2,023) | 10 | 2,407 | 609 | • | • | ı | 609 | 1,400 | 397 | (2,023) | 10 | 3,016 |
| Income tax | (4,824) | (3,856) | (298) | 6 | (379) | 1 | ı | ı | (4,824) | (3,856) | (298) | 6 | (379) | ||
| 2 Challadar 1 Idatildida Mola | 000 | 140 | 7,007 | 0,10 | £07 | 727.7 | 2000 | 97 | 45 00 4) | 0, | 24.40 | 140 | 200.70 | (25,442) | (4.050) |
| NOIN-DISTRIBUTABLE EARININGS | 59,599 | 40,377 | 24,037 | (9,518) | (1,497) | 4,/5 | 10,558 | 10,169 | (15,894) | 28 | 04,150 | CI / OC | 34,200 | (25,412) | (865,1) |
| Fair value adjustments - income property Fair value adiustments - interest rate |
88,895 | 61,686 | 34,639 | (7,430) | i | İ | • | ı | ı | ı | 88,895 | 61,686 | 34,639 | (7,430) | ı |
| derivatives | (5,323) | (4,921) | (375) | (27) | • | 1 | • | • | • | (5,323) | (4,921) | (375) | (27) | į | |
| Fair value adjustments - other financial | |||||||||||||||
| investments 8 | 293 | • | • | 593 | i | • | Ū | ı | 593 | ı | ı | ı | 593 | ||
| Foreign currency exchange differences | (409) | ı | (409) | ı | i | • | ı | 1 | (409) | ı | (409) | ı | |||
| Investment expenses | (2,255) | (20) | (163) | (06) | (1,952) | ı | ı | ı | ı | (2,255) | (20) | (163) | (06) | (1,952) | |
| Share-based payment expense 3 | (430) | (367) | • | • | (63) | 430 | 367 | ı | 63 | ı | ı | ı | ı | ||
| Other non-distributable income | 105 | ı | 105 | • | ı | i | • | ı | 1 | 105 | ı | 105 | ı | ı | |
| Tax on sale of property | 161 | ı | • | 161 | ı | i | • | ı | 1 | 161 | ı | 161 | ı | ||
| Deferred tax 4 | (21,938) | (9,971) | (10,169) | (1,723) | (75) | 20,215 | 9,971 | 10,169 | ı | 75 | (1,723) | ı | (1,723) | 1 | |
| Estimation for WE disposal realisation costs | |||||||||||||||
| and losses 5 | 1 | • | 1 | 1 | • | (15,894) | 1 | (15,894) | ı | (15,894) | • | (15,894) | ı | ||
<sup>i Disaggregation of Net result - residential property is presented in note 12. ii Interest on debt financing comprises of bank loans (CEE, DJV and WE segments) and bonds (Co segment), refer to note 16.1.
{28}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| Š | Proporti | Dronortionate accounts | i,te | , | Adiustmonts | Adinstod pro | Adineted proportionate accounts | Compte | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30 June 2025 | Tota | CEE | DJV DJV |
WE | ပ | Total | CEE | DJV | WE | ೮ | Total | CEE | DJV | WE | ဝ |
| NET ASSET VALUE | 1,212,059 | 671,756 | 597,577 | 28,455 | (85,729) | 5,236 | 52,628 | (31,244) | (16,148) | • | 1,217,295 | 724,384 | 566,333 | 12,307 | (85,729) |
| ASSETS | 1,952,208 | 1,075,213 | 698,134 | 50,181 | 128,680 | (48,807) | (1,163) | (47,644) | • | 1,903,401 | 1,074,050 | 650,490 | 50,181 | 128,680 | |
| Income property | 1,268,632 | 993,264 | 229,768 | 45,600 | • | • | - | ı | - | 1 | 1,268,632 | 993,264 | 229,768 | 45,600 | 1 |
| Developments - income property | 18,183 | 6,241 | 11,942 | 1 | ı | ı | ı | ı | ij | 18,183 | 6,241 | 11,942 | ı | ı | |
| Developments - residential | |||||||||||||||
| property | 29,540 | 1 | 29,540 | • | ı | 1 | ı | • | 29,540 | ı | 29,540 | ı | ı | ||
| Preferred equity and revolving | |||||||||||||||
| credit facility | 327,585 | 327,585 | 1 | 1 | 1 | 327,585 | ı | 327,585 | , | ||||||
| Listed securities 6 | 47,644 | 47,644 | (47,644) | (47,644) | 1 | ı | ı | 1 | , | ||||||
| Goodwill 2 | 1,094 | 1,094 | İ | (1,094) | (1,094) | 1 | 1 | ı | ı | 1 | , | ||||
| Deferred tax asset | 2,267 | 872 | 1,237 | 158 | 1 | ı | ı | ı | ı | ij | 2,267 | 872 | 1,237 | 158 | ı |
| Interest rate derivative financial | |||||||||||||||
| assets | 2,174 | 2,021 | 153 | 1 | 1 | 1 | 2,174 | 2,021 | 153 | , | |||||
| Other assets 8 | 56,291 | 30 | 8,118 | 133 | 48,010 | (47,893) | ı | (47,893) | 8,398 | 30 | 8,118 | 133 | 117 | ||
| VAT receivable | 3,312 | 277 | 2,767 | 159 | 109 | 1 | ı | • | 3,312 | 277 | 2,767 | 159 | 109 | ||
| Share-based payment | |||||||||||||||
| prepayments³ | 69 | 69 | i | ı | 1 | (69) | (69) | ı | ı | ı | 1 | 1 | |||
| Trade and other receivables | 28,774 | 14,111 | 9,923 | 2,464 | 2,276 | ı | ı | ı | ı | ı | 28,774 | 14,111 | 9,923 | 2,464 | 2,276 |
| Cash and cash equivalents 8 | 166,643 | 57,234 | 29,457 | 1,667 | 78,285 | 47,893 | 1 | 1 | 1 | 47,893 | 214,536 | 57,234 | 29,457 | 1,667 | 126,178 |
| LIABILITIES | 740.149 | 403.457 | 100.557 | 21.726 | 214.409 | (54.043) | (53.791) | (16.400) | 16.148 | 686.106 | 349.666 | 84.157 | 37.874 | 214.409 | |
| Debt financing | 588,391 | 321,175 | 34,885 | 19,009 | 213,322 | , | 588,391 | 321,175 | 34,885 | 19,009 | 213,322 | ||||
| Deferred tax liability 4 | 70,191 | 53,791 | 16,400 | 1 | (70,191) | (53,791) | (16,400) | 1 | ı | Ĭ | į | İ | ı | 1 | |
| Trade and other payables | 81,567 | 28,491 | 49,272 | 2,717 | 1,087 | İ | • | • | • | ı | 81,567 | 28,491 | 49,272 | 2,717 | 1,087 |
| Estimation for WE disposal realisation costs 5 | 1 | ı | 1 | 1 | 16,148 | 1 | ı | 16,148 | 1 | 16,148 | 1 | 1 | 16,148 | 1 | |
{29}------------------------------------------------
MAS P.L.C.
Consolidated annual financial statements for the year to 30 June 2025
| • | , | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year to 30 June 2024 |
Total | Proporti CEE |
Proportionate accounts CEE DJV W |
unts WE |
S | Total | Adju CEE |
Adjustments DJV |
WE | ខ | Total | Adjusted pr CEE |
Adjusted proportionate accounts CEE DJV WE | e accounts WE |
ខ |
| EARNINGS | 123,183 | 97,576 | 36,631 | (3,215) | (7,809) | 34,935 | 11,905 | 2,421 | 19,636 | 973 | 158,118 | 109,481 | 39,052 | 16,421 | (6,836) |
| DISTRIBUTABLE EARNINGS | 51,333 | 49,796 | 14,846 | 106 | (13,415) | 890 | ı | • | 890 | 52,223 | 49,796 | 14,846 | 106 | (12,525) | |
| Net rental income – income property | 70,902 | 65,439 | 3,708 | 1,755 | Ī | 1 | ı | ı | ı | 70,902 | 65,439 | 3,708 | 1,755 | ||
| Rental income | 75,727 | 695'29 | 4,363 | 3,795 | • | 1 | į | 75,727 | 695'29 | 4,363 | 3,795 | 1 | |||
| Service charge income and other | |||||||||||||||
| recoveries | 25,031 | 22,389 | 1,447 | 1,195 | į | ı | • | • | • | 25,031 | 22,389 | 1,447 | 1,195 | i | |
| Service charge and other property | |||||||||||||||
| operating expenses | (30,634) | (25,108) | (2,159) | (3,367) | ı | • | 1 | • | (30,634) | (25,108) | (2,159) | (3,367) | 1 | ||
| Other property income | 778 | 589 | 57 | 132 | Ī | 1 | ı | • | • | • | 778 | 589 | 57 | 132 | |
| Net result – residential property ii | (11,693) | 1 | (11,693) | ' | ī | 1 | ] . | (11,693) | (11,693) | 1 | 1 | ||||
| Net income – preferred equity and | |||||||||||||||
| revolving credit facility | 17,367 | • | 17,367 | ı | į | Ī | • | • | 17,367 | 17,367 | • | ||||
| Net dividends – listed securities¹ | ı | 1 | 1 | ı | İ | 290 | ı | • | • | 290 | 290 | ı | ı | 290 | |
| Net corporate expenses | (7,023) | (2,869) | (432) | (364) | (3,358) | 1 | ı | • | • | • | (7,023) | (2,869) | (432) | (364) | (3,358) |
| Interest on debt financing''' | (23,751) | (10,050) | (341) | (1,261) | (12,099) | Ū | • | • | , | ı | (23,751) | (10,050) | (341) | (1,261) | (12,099) |
| Interest capitalised on developments | 6,775 | 1 | 6,775 | 1 | İ | ı | • | • | • | 6,775 | 6,775 | 1 | 1 | ||
| Other distributable net income/(cost)7 | 2,808 | 190 | 97 | 13 | 2,508 | 009 | • | • | , | 009 | 3,408 | 190 | 97 | 13 | 3,108 |
| Income tax | (4,052) | (2,914) | (635) | (37) | (466) | i | • | • | • | (4,052) | (2,914) | (635) | (37) | (466) | |
| NON-DISTRIBUTABLE EARNINGS | 71.850 | 47.780 | 21,785 | (3.321) | 5,606 | 34.045 | 11.905 | 2.421 | 19,636 | 83 | 105,895 | 59,685 | 24.206 | 16.315 | 5,689 |
| Fair value adjustments – income property | 82,745 | 65,148 | 23,763 | (6,166) | • | ı | ı | į | 82,745 | 65,148 | 23,763 | (6,166) | ı | ||
| Fair value adjustments – interest rate | |||||||||||||||
| derivatives | (5,420) | (5,037) | (332) | (48) | į | Ū | • | • | , | ı | (5,420) | (5,037) | (332) | (48) | • |
| Fair value adjustments – listed securities¹ | 1,124 | ı | ı | ı | 1,124 | (290) | • | • | , | (290) | 834 | • | ı | ı | 834 |
| Foreign currency exchange differences | 1,706 | ı | ı | 1,706 | į | ij | ı | ٠ | • | • | 1,706 | ı | ı | 1,706 | • |
| Investment expenses | (1,383) | (426) | (20) | (88) | (818) | Ū | • | • | , | ı | (1,383) | (456) | (20) | (68) | (818) |
| Share-based payment expense 3 | (634) | (186) | ı | • | (448) | 634 | 186 | ٠ | • | 448 | 1 | ı | ı | • | |
| Other non-distributable income | 6,501 | • | 828 | ı | 5,673 | į | ı | ı | 6,501 | 828 | • | 5,673 | |||
| Tax on sale of property | 613 | 1 | 1 | 613 | į | • | ı | • | 613 | ı | ı | 613 | ı | ||
| Deferred tax⁴ | (13,402) | (11,719) | (2,421) | 663 | 75 | 14,065 | 11,719 | 2,421 | į | (75) | 663 | ı | 663 | i | |
| Estimation for WE disposal realisation costs | 0 | 0 | 0 | 0 | |||||||||||
| and losses 5 | • | • | 1 | ij | 19,636 | 19,636 | 19,636 | 1 | 19,636 |
Net rental income – income property for 30 June 2024 has been updated to reflect the disaggregation of income and expenses by segment.
ii Disaggregation of Net result - residential property is presented in note 12.
{30}------------------------------------------------
All amounts in € thousand unless otherwise stated.
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| ' | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| On | Proport | Proportionate accounts | unts | Adjus | Adjustments | ⋖ | Adjusted proportionate accounts | ortionate | ccounts | ||||||
| 30 June 2024 | Tota | CEE | ρĵγ | WE | ပ | Total | CEE | DJV | WE | ပ | Total | CEE | ρÌΛ | WE | ខ |
| 700 | 140 | 100 | 0 | 1000 | 200 | , | (0,000 | 910 | 100 | 1 | 200 | 0 | 100 | ||
| NEI ASSEI VALUE | CC0,08U,T | 11/,096 | 500,647 | 30,400 | (107,548) | 11,081 | 45,107 | (33,832) | (254) | . | 1,097,730 | 102,203 | 400,815 | 30,200 | (10/,548) |
| ASSETS | 1 682 847 | 1 036 174 | 540 388 | 29 960 | 46 375 | (42 508) | (2 171) | (40 337) | 1 640 339 | 1 034 003 | 500 051 | 59 960 | 46 375 | ||
| Income property | 1,160,223 | 973,093 | 135,369 | 51,761 | - | , i |
- | ı | - |
1,160,223 | 973,093 | 135,369 | 51,761 | - | |
| Developments – income property | 29,205 | 5,475 | 23,730 | ı | ı | 1 | • | ı | ı | ı | 29,205 | 5,475 | 23,730 | i | ı |
| Developments – residential property | 47,499 | • | 47,499 | į | ı | ı | 1 | į | İ | 47,499 | ı | 47,499 | i | į | |
| Preferred equity and revolving credit | |||||||||||||||
| facility | 280,498 | • | 280,498 | ı | 1 | Ī | • | ı | ı | ı | 280,498 | ı | 280,498 | 1 | |
| Listed securities 6 | 40,337 | • | 40,337 | i | • | (40,337) | • | (40,337) | • | • | ı | ı | • | 1 | |
| Goodwill 2 | 1,696 | 1,696 | • | i | • | (1,696) | (1,696) | ı | • | • | ı | ı | • | 1 | |
| Deferred tax asset | 4,263 | 1,036 | 1,270 | 1,882 | 75 | ı | • | ı | • | • | 4,263 | 1,036 | 1,270 | 1,882 | 75 |
| Interest rate derivative financial assets | 6,881 | 6,325 | 528 | 28 | • | ı | • | ı | • | • | 6,881 | 6,325 | 528 | 28 | 1 |
| Other assets | 673 | 64 | 280 | 133 | 196 | ı | 1 | ı | ı | ı | 673 | 64 | 280 | 133 | 196 |
| VAT receivable | 2,361 | 161 | 1,987 | 124 | 88 | ı | • | ı | • | • | 2,361 | 161 | 1,987 | 124 | 88 |
| Share-based payment prepayments 3 | 475 | 475 | • | i | • | (475) | (475) | ı | • | • | ı | ı | • | 1 | |
| Trade and other receivables | 21,042 | 13,686 | 2,498 | 2,831 | 2,027 | ı | 1 | ı | 1 | 21,042 | 13,686 | 2,498 | 2,831 | 2,027 | |
| Cash and cash equivalents | 87,694 | 34,163 | 6,392 | 3,201 | 43,938 | ı | • | ı | ı | 87,694 | 34,163 | 6,392 | 3,201 | 43,938 | |
| LIABILITIES | 596,192 | 319,078 | 39,741 | 23,500 | 213,873 | (53,589) | (47,338) | (6,505) | 254 | 542,603 | 271,740 | 33,236 | 23,754 | 213,873 | |
| Debt financing | 487,532 | 243,180 | 12,120 | 19,709 | 212,523 | ı | 1 | ı | ı | ı | 487,532 | 243,180 | 12,120 | 19,709 | 212,523 |
| Deferred tax liability⁴ | 53,843 | 47,338 | 6,505 | i | • | (53,843) | (47,338) | (6,505) | • | • | ı | ı | • | 1 | |
| Trade and other payables | 54,817 | 28,560 | 21,116 | 3,791 | 1,350 | ı | • | ı | ı | 54,817 | 28,560 | 21,116 | 3,791 | 1,350 | |
| Estimation for WE disposal realisation | |||||||||||||||
| costs 5 | • | • | ı | • | 254 | 1 | 254 | 254 | ı | į | 254 | 1 |
{31}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
The Group also monitors performance indicators prepared on an IFRS basis: MAS Distributable Earnings per share, MAS Cash-Backed Distributable Earnings per share and MAS TNAV per share.
| MAS DISTRIBUTABLE EARNINGS PER SHARE | Note | Year to 30 June 2025 |
Year to 30 June 2024 |
|---|---|---|---|
| IFRS Earnings | 124,967 | 123,183 | |
| IFRS Distributable earnings | 65,568 | 51,333 | |
| Net rental income | 5 | 71,103 | 67,120 |
| Corporate expenses | 6 | (6,735) | (6,325) |
| Finance income on preferred equity and revolving credit facility | 9 | 36,545 | 28,945 |
| Other finance income | 9 | 2,278 | 2,626 |
| Finance costs | 9 | (28,536) | (25,325) |
| Share of distributable profit from equity-accounted investee, net of tax | (5,586) | (14,099) | |
| Profit/(loss) from discontinued operations - distributable | 21 | (175) | |
| Current tax | 10 | (4,226) | (3,402) |
| Other distributable net income | 704 | 1,968 | |
| IFRS Non-distributable earnings | 59,399 | 71,850 | |
| Share of non-distributable profit from equity-accounted investee, net of | |||
| tax | 24,037 | 21,785 | |
| (Loss)/profit from discontinued operations - non-distributable | (240) | 2,184 | |
| Investment expenses | 7 | (2,100) | (1,414) |
| Fair value adjustments | 8 | 53,190 | 55,237 |
| Deferred tax | 10 | (11,769) | (10,981) |
| Share based-payments | 6; 18.2 | (430) | (634) |
| Other non-distributable net (costs)/income | (3,289) | 5,673 | |
| Weighted Average Number of Ordinary Shares | 688,045,349 | 687,977,255 | |
| MAS Distributable Earnings per share (eurocents) | 9.53 | 7.46 | |
| Adjustments to Distributable earnings Share of distributable profit from equity-accounted investee, net of tax |
5,586 | 14,099 | |
| Finance income on preferred equity and revolving credit facility | 9 | (36,545) | (28,945) |
| Cash received from DJV | - | 1,377 | |
| MAS Cash-Backed Distributable Earnings per share (eurocents) | 5.03 | 5.50 | |
| On | On | ||
| MAS TANGIBLE NET ASSET VALUE | Note | 30 June 2025 | 30 June 2024 |
| Total assets | 1,851,653 | 1,643,110 | |
| Total liabilities | 639,594 | 556,455 | |
| Net Assets Value | 1,212,059 | 1,086,655 | |
| Adjustments | 69,097 | 52,147 | |
| remove Deferred tax liabilities | 10 | 53,791 | 47,338 |
| remove Intangible assets | (1,094) | (1,696) | |
| remove Investment in equity-accounted investee | 12 | (51,549) | (33,098) |
| add back Tangible Investment in equity-accounted investee¹ | 12 | 67,949 | 39,603 |
| MAS TNAV | 1,281,156 | 1,138,802 | |
| Number of Ordinary Shares in Issue | 18.1 | 688,045,349 | 688,045,349 |
| MAS TNAV per share (eurocents) | 186.0 | 166.0 | |
| ¹ Investment in equity-accounted investee adjusted for its deferred tax liability on the same date. | |||
| WANOS | Note | Year to 30 June 2025 |
Year to 30 June 2024 |
| Opening issued ordinary shares | 18.1 | 688,045,349 | 687,906,892 |
| Effect of unlocked shares sold | - | 70,363 | |
{32}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
4. Discontinued operations
Accounting policy
Discontinued operations
Key judgements are made in respect of the investment property held for sale, whether a segment meets the criteria for classification as held for sale and a disposal of a significant business segment. If the criteria are met, in accordance with IFRS 5 the entire segment is treated as a discontinued operation and the consolidated statement of profit or loss for the current and comparative periods must separately disclose discontinued operations from the rest of the business.
Therefore, the results of the respective segment are removed from the consolidated statement of profit or loss, on a line-by-line basis, and the result of the segment is ted statement of profit or loss.
On 30 June 2025, discontinued operations include only dormant entities, following the sale of the related WE assets. During financial the year to 30 June 2024, the Group disposed of Arches street retail units (UK), the remaining income property part of the discontinued operations. Refer to note 11.2 for investment properties held for sale.
4.1. Profit from discontinued operations, net of tax
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Rental income | 5.1 | 56 | 271 |
| Service charge income and other recoveries | 5.2 | - | 27 |
| Gross revenue | 56 | 298 | |
| (Impairment)/reversal of impairment of receivables | 5.1 | (1) | 4 |
| Service charge and other property operating expenses | 5.2 | 16 | (228) |
| Net rental income | 5 | 71 | 74 |
| Corporate expenses | 6 | (79) | (266) |
| Other income | - | 113 | |
| Investment expenses | 7 | 8 | 81 |
| Fair value adjustments | 8 | - | (350) |
| Foreign exchange (loss)/gain recycled through profit or loss | (409) | 1,706 | |
| Gain from disposal of investment property held for sale | 11.2 | - | 23 |
| (Loss)/profit before finance costs | (409) | 1,381 | |
| Finance income | 9 | 39 | 45 |
| Finance costs | 9 | (10) | (15) |
| (Loss)/profit before tax | (380) | 1,411 | |
| Current tax | 161 | 598 | |
| Taxation | 10 | 161 | 598 |
| (Loss)/profit from discontinued operations, net of tax | (219) | 2,009 |
The Group elected to disclose in these consolidated financial statements, detailed elements of relevant line items of profit from discontinued operations in comparison with continuing operations, as detailed in each relevant note.
4.2. Cash flows from discontinued operations
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Net cash outflow from operating activities | (1,086) | (818) | |
| Net cash (outflow)/inflow from investing activities | (533) | 22,751 | |
| Net cash (outflow)/inflow from discontinued operations | (1,619) | 21,933 |
{33}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
5. Net rental income
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Continuing operations | |||
| Rental income | 5.1 | 76,172 | 72,237 |
| Service charge income and other recoveries | 5.2 | 25,693 | 23,557 |
| Gross revenue - continuing operations | 101,865 | 95,794 | |
| Impairment of receivables | 5.1 | (59) | (427) |
| Service charge and other property operating expenses | 5.2 | (30,703) | (28,247) |
| Net rental income - continuing operations | 71,103 | 67,120 | |
| Discontinued operations | |||
| Rental income | 5.1 | 56 | 271 |
| Service charge income and other recoveries | 5.2 | - | 27 |
| Gross revenue - discontinued operations | 56 | 298 | |
| (Impairment)/reversal of impairment of receivables | 5.1 | (1) | 4 |
| Service charge and other property operating expenses | 5.2 | 16 | (228) |
| Net rental income - discontinued operations | 71 | 74 | |
| Gross revenue - total | 101,921 | 96,092 | |
| Net rental income - total | 71,174 | 67,194 |
Disaggregation of the net rental income continuing operations by country
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Romania | 50,872 | 48,888 | |
| Bulgaria | 10,974 | 10,117 | |
| Poland | 6,640 | 6,339 | |
| Germany | 2,617 | 1,776 | |
| Net rental income - continuing operations | 71,103 | 67,120 |
Disaggregation of the net rental income by segment is disclosed in note 3.
5.1. Rental income
Accounting policy
Rental income from investment properties subject to operating leases is recognised through profit or loss on a straight-line basis over the term of the lease. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income.
Tenant lease incentives are recognised as a reduction of rental income on a straight-line basis over the term of the lease. The term of the lease is the noncancellable period together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, there is reasonable certainty that the tenant will exercise that option.
gent on the underlying performance of the tenant and, as such, it is recognised as incurred.
| Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|
| Continuing operations | ||
| Gross rental income | 66,461 | 63,273 |
| Turnover rent | 9,711 | 8,964 |
| Rental income continuing operations |
76,172 | 72,237 |
| Impairment of receivables | (59) | (427) |
| Rental income, net of impairment continuing operations |
76,113 | 71,810 |
| Discontinued operations | ||
| Gross rental income | 56 | 271 |
| (Impairment)/reversal of impairment of receivables | (1) | 4 |
| Rental income, net of impairment discontinued operations |
55 | 275 |
| Rental income - total | 76,228 | 72,508 |
| Rental income, net of impairment - total | 76,168 | 72,085 |
No single tenant represented a quantum of more than 10%
{34}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
The future aggregate minimum rental receivable under non-cancellable operating leases is as follows.
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| No later than 1 year | 73,452 | 72,486 |
| 1-2 years | 63,545 | 62,405 |
| 2-3 years | 42,182 | 42,820 |
| 3-4 years | 26,446 | 27,570 |
| 4-5 years | 14,278 | 16,050 |
| Greater than 5 years | 17,895 | 21,792 |
| Total | 237,798 | 243,123 |
The figures for the year to 30 June 2024 include the Strip Malls properties which were disposed of effective 31 January 2025.
5.2. Service charge
Accounting policy
Service charge income and other recoveries
The Group has lease agreements in terms of which costs relating to common areas and general services are shared amongst tenan ts. The costs that can be recharged are specified in the lease agreements and, are separately invoiced and represent distinct non-lease components.
As specified in the lease agreements, the Group typically has the primary responsibility for providing services to tenants (such as electricity, water and gas utilities, interior and exterior cleaning, security, maintenance and repairs). These contracts are concluded between the Group subsidiaries which own the properties and the direct suppliers.
As the Group sometimes uses the same providers for services across its properties, it can negotiate better prices through economies of scale. The Group is considered principal in these transactions, per IFRS 15 'Revenue from Contracts with Customers' requirements.
The Group negotiates and pays all relevant property operating expenses incurred by or on behalf of the tenants and then re-invoices these costs to them as defined in the contractual clauses included in the lease agreements. A flat fee is charged monthly during the financial year. This fee is estimated based on and an annual service charge reconciliation is contracts terminated during the financial year, the Group estimates the service charge to be collected for the leased period based on the current budget and prior
The Group has elected to apply the practical expedient in paragraph 121 of IFRS 15 'Revenue from Contracts with Customers' and does not disclose information about remaining performance obligations for contracts in which the Group has a right to consideration from tenants in an amount that
Service charge and other property operating expenses
Service charge and other property operating expenses are expenses incurred in relation to the properties held by the Group. These expenses comprise direct expenses in relation to income-generating properties and are recognised in profit or loss in the period in which they are incurred, on an accrual basis.
Staff costs which relate to the operating of investment properties are included in property operating expenses to the extent that they relate to incomegenerating properties.
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Continuing operations | ||
| Gross service charge income and other recoveries | 25,693 | 23,557 |
| Service charge and other recoveries continuing operations |
25,693 | 23,557 |
| Property expenses | (19,085) | (17,593) |
| Property management expenses | (7,515) | (6,651) |
| Marketing fees | (3,116) | (3,007) |
| Insurance expenses | (556) | (510) |
| Other service charge expenses | (431) | (486) |
| Service charge and other property operating expenses continuing |
||
| operations | (30,703) | (28,247) |
| Net service charge continuing operations |
(5,010) | (4,690) |
| Discontinued operations | ||
| Gross service charge income and other recoveries | - | 27 |
| Service charge and other recoveries discontinued operations |
- | 27 |
| Property expenses | 48 | (148) |
| Insurance expenses | (6) | (6) |
| Other service charge expenses | (26) | (74) |
| Service charge and other property operating expenses discontinued |
||
| operations | 16 | (228) |
| Net service charge discontinued operations |
16 | (201) |
{35}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Service charge and other recoveries - total | 25,693 | 23,584 |
| Service charge and other property operating expenses - total | (30,687) | (28,475) |
| Net service charge - total | (4,994) | (4,891) |
6. Corporate expenses
Accounting policy
Corporate expenses include items such as: staff costs, office and administration expenses, professional fees (legal, accounting, audit), depreciation and other corporate expenses. These are recognised through profit or loss in the period in which they are incurred.
Staff costs are considered corporate expenses, to the extent these do not relate to operating investment properties (which are recognised as property management expenses in service charge) or development of properties (which are capitalised).
| Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|
| Continuing operations | ||
| Employee costs and non-executive director fees | (2,090) | (2,124) |
| Legal and professional | (2,220) | (1,962) |
| Audit and accounting fees¹ | (1,753) | (1,410) |
| Office and administration expenses | (585) | (600) |
| Share-based payments | (451) | (819) |
| Investor communications | (170) | (242) |
| Depreciation | (78) | (74) |
| Listing fees | (67) | (99) |
| Net earnings from management services | 210 | 187 |
| Corporate expenses continuing operations |
(7,204) | (7,143) |
| Discontinued operations | ||
| Legal and professional | (29) | (114) |
| Audit and accounting fees | (27) | (16) |
| Office and administration expenses | (23) | (136) |
| Corporate expenses discontinued operations |
(79) | (266) |
| Corporate expenses - total | (7,283) | (7,409) |
1 Of the total amount 753 thousand 410 thousand) of audit and accounting fees incurred during the financial year to 30 June 2025, 919 thousand (30 June 2024 608 thousand) were a for the review of the condensed consolidated interim financial statements; and non- 170 thousand paid mainly in relation to work performed for the repurchase transaction of .
7. Investment expenses
Accounting policy
Investment expenses are incurred in the process of acquiring and disposing of investments, either investment property or financial investments.
Expenses incurred in respect of investment property that do not meet the criteria for capitalisation and those incurred in the process of acquiring and disposing of financial investments are recognised in profit or loss in the period to which they relate.
| Note | Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|---|
| Continuing operations | |||
| Legal investment fees¹ | (1,548) | (497) | |
| Transaction fees on disposal of investment property held for sale | (45) | (175) | |
| Costs of abandoned projects | - | (416) | |
| Other investment expenses | (507) | (326) | |
| Investment expenses continuing operations |
(2,100) | (1,414) | |
| Discontinued operations | |||
| Transaction fees on disposal of investment property held for sale net of provisions released |
11.2 | 8 | 81 |
| Investment expenses discontinued operations |
8 | 81 | |
| Investment expenses - total | (2,092) | (1,333) |
1 The increase in legal investment fees in the financial year to 30 June 2025 as compared to 30 June 2024 mainly related to the fees incurred in relation to the JV, subsequently cancelled.
{36}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
8. Fair value adjustments
Certain assets are measured at fair value on the reporting date. Changes in fair value are recognised within fair value adjustments in profit or loss in the period in which they occur.
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Continuing operations | |||
| Gain on fair value of investment property | 11.1 | 57,545 | 59,197 |
| Gain on fair value of other financial investments (realised and urealised)¹ | 15.2 | 593 | - |
| Loss on fair value of financial assets - interest rate caps | (4,948) | (5,084) | |
| Gain on fair value of financial investments - listed securities (realised) | 15.1 | - | 1,124 |
| Fair value adjustments - continuing operations | 53,190 | 55,237 | |
| Discontinued operations | |||
| Loss on fair value of investment property held for sale | 11.2 | - | (350) |
| Fair value adjustments - discontinued operations | - | (350) | |
| Fair value adjustments - total | 53,190 | 54,887 |
1 Gain on fair value of other financial investments relates to the fair value movements on acquisitions and disposals of investments in BlackRock Liquidity Funds.
On 2 October 2024, MAS subscribed for 332,433 units of BlackRock ICS Euro Government Liquidity Fund Core (Acc T0) On 6 February 2025, MAS subscribed for additional 37,600,000 BlackRock ICS Euro Government Liquidity Fund Core Dis Until 30 June 2025, MAS sold 237,046 units of BlackRock ICS Euro Government Liquidity Fund Core (Acc T0) for an amount equal to 25.3million, realising a 5.2).
9. Finance income and finance costs
Accounting policy
Finance income and finance costs include the following:
- Interest income from financial assets held at amortised cost;
- Interest expense from financial liabilities held at amortised cost;
- Interest on bank deposits;
- Bank charges, and
- Impact of interest rate derivatives.
Finance income and costs are recognised using the effective interest method.
| Note | Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|---|
| Continuing operations | |||
| Finance income | |||
| Coupon on PKM Development preferred equity | 15.5 | 36,545 | 27,600 |
| Income on PKM Development revolving credit facility | 15.5 | - | 1,345 |
| Interest on bank deposits and other finance income | 2,278 | 2,626 | |
| Finance income - continuing operations | 38,823 | 31,571 | |
| Finance costs | |||
| Interest on bank loans | 16.1 | (19,295) | (14,259) |
| Bonds borrowing costs | 16.1 | (10,737) | (13,666) |
| Impact of interest rate derivatives | 1,698 | 2,719 | |
| Bank charges | (202) | (119) | |
| Finance costs - continuing operations | (28,536) | (25,325) | |
| Discontinued operations | |||
| Finance income | |||
| Interest on bank deposits and other finance income | 39 | 45 | |
| Finance income - discontinued operations | 39 | 45 | |
| Finance costs | |||
| Bank charges | (10) | (15) | |
| Finance costs - discontinued operations | (10) | (15) | |
| Finance income - total Finance costs - total |
38,862 (28,546) |
31,616 (25,340) |
{37}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
10. Taxation
Income tax for the year comprises current and deferred tax. Income tax is recognised through profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the reporting period plus/(minus) any adjustments to the tax payable or receivable in respect of previous years.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted on the reporting date in the countries where the Group operates. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Current tax assets and current tax liabilities can be offset if, and only if, the entity 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.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the fiscal values used for tax purposes, except for the following temporary differences which are not provided for:
- those arising from goodwill not deductible for tax purposes;
- those arising from the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and are not part of a business combination, and
- those arising on investments in subsidiaries and associates where the timing of the reversal can be controlled, and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases o f assets and liabilities and their carrying amounts in the consolidated annual financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised and is reduced to the extent that it is no longer probable that the related tax benefit will be realised.
through sale at the end of use. The capital gains tax rate applied is that which would apply on a direct sale of the property recorded in the consolidated statement of financial position regardless of whether the Group would structure the sale via the disposal of the subsidiary holding the asset, to which a different tax rate may apply. The deferred tax is then calculated based on the respective temporary differences and tax consequences arising from recovery through sale.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. The Group recognises deferred taxes on temporary differences on an asset-by-asset basis.
The MAS is registered in Malta. Operating subsidiaries of the Group, however, are subject to tax in the jurisdictions in which they operate and, potentially, in the jurisdictions through which the subsidiary investment companies are held. The current tax expense incurred by the Group reflects tax accrued in its subsidiaries located in, or operations conducted in, Malta, Romania, Bulgaria, Poland, Germany, Switzerland, the Netherlands, Luxembourg, the United Kingdom and the Isle of Man.
Output Value Added Tax (VAT) related to sales is payable to tax authorities on either the collection of receivables from customers or the delivery of services to customers depending on which occurs first. Input VAT is generally recoverable against output VAT upon receipt of the invoice. The tax authorities in individual countries permit the settlement of VAT on a net basis. VAT relating to sales and purchases is recognised in the consolidated statement of financial position on a net basis and is disclosed separately as an asset or liability, as the case may be. Where provision has been made for impairment of receivables, the loss is recorded for the gross amount of the debt, including VAT.
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Continuing operations | ||
| Current tax | (4,226) | (3,402) |
| Deferred tax | (11,769) | (10,981) |
| Taxation continuing operations |
(15,995) | (14,383) |
| Discontinued operations | ||
| Current tax | 161 | 598 |
| Taxation discontinued operations |
161 | 598 |
| Taxation - total | (15,834) | (13,785) |
{38}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
The current tax, including under/over-provisions in respect of earlier periods, for each jurisdiction is as disclosed below.
| Year to | Year to | |||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Statutory rate % | Amount | Statutory rate % | Amount | |
| Continuing operations | ||||
| Income/corporation tax | ||||
| Malta¹ | 35.0 | (65) | 35.0 | (164) |
| Poland | 19.0 | (1,194) | 19.0 | (773) |
| Netherlands | 25.8 | (125) | 25.8 | (170) |
| Germany | 15.8 | 9 | 15.8 | (22) |
| Bulgaria | 10.0 | (374) | 10.0 | (512) |
| Romania | 16.0 | (2,477) | 16.0 | (1,761) |
| Isle of Man | 0.0 | - | 0.0 | - |
| Continuing operations - Current tax | (4,226) | (3,402) | ||
| Discontinued operations | ||||
| Income/corporation tax | ||||
| UK | 25.0 | 163 | 25.0 | 162 |
| Germany | 15.8 | 8 | 15.8 | 39 |
| Switzerland² | 31.9 | - | 31.9 | 437 |
| 171 | 638 | |||
| Wealth tax | ||||
| Luxembourg | 0.5 | (10) | 0.5 | (40) |
| (10) | (40) | |||
| Discontinued operations - Current tax | 161 | 598 |
1 Following the implementation of a Fiscal Unit in Malta, the applicable tax rate for entities within the fiscal unit is 5% (5% on 30 June 2024).
Reconciliation of deferred tax is presented below.
| On | On | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Net deferred tax liability brought forward | (44,345) | (33,364) |
| Current year deferred tax changes | (11,769) | (10,981) |
| Deferred tax released on disposal of subsidiary | 3,353 | - |
| Net deferred tax liability carried forward | (52,761) | (44,345) |
The breakdown of net deferred tax liability is presented below.
| On | On | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Deferred tax asset | 1,030 | 2,993 |
| Deferred tax liability | (53,791) | (47,338) |
| Net deferred tax liability | (52,761) | (44,345) |
Deferred tax asset and liability result from the following types of differences.
| On | On | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Fair value differences on investment property and investment property | ||
| cumulative statutory tax allowance | - | 1,723 |
| Fiscal losses¹ | 1,030 | 1,270 |
| Deferred tax asset | 1,030 | 2,993 |
| Fair value differences on investment property and investment property | ||
| cumulative statutory tax allowance | (58,410) | (51,650) |
| Deductible interest expense | 4,888 | 4,547 |
| Other taxable temporary differences | (269) | (235) |
| Deferred tax liability | (53,791) | (47,338) |
| Net deferred tax liability | (52,761) | (44,345) |
1Of 872 thousand relate to CEE operating legal entities and 58 thousand to WE operating legal entities.
2 437 thousand on 30 June 2024 related to capital gains tax reimbursement on the Zurich property.
{39}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Fiscal losses are carried forward if deemed recoverable and were generated as a result of i) leases transferred at acquisition from third parties, with the same terms as negotiated by the previous owners, and ii) non-recoverable expenses incurred in the pr
Under local tax law, fiscal losses may be carried forward up to five years by Romanian legal entities starting January 2024 (up to seven years before January 2024), from the date on which they were incurred, while for the Maltese and German legal entities, fiscal losses may be carried forward indefinitely. Management expects the fiscal losses to crystalise against future expected profits realised by the entities.
Reconciliation of effective tax rate is presented below.
| Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|
| Continuing operations | ||
| Profit before tax | 141,181 | 135,557 |
| Applicable Group weighted average tax rate | 10.3% | 10.6% |
| Net tax effect based on applicable Group weighted average tax rate | (14,545) | (14,382) |
| Reconciling items | ||
| Effect of borrowing costs carried forward/(used) | 712 | (486) |
| Fiscal losses (expired)/utilised | (19) | 374 |
| Fiscal losses derecognised on disposal of subsidiary | (1,723) | - |
| Non-deductible expenses¹ | (4,157) | (3,420) |
| Non-taxable income¹ | 4,623 | 3,807 |
| Effect of accounting losses for which no deferred tax asset was recognised | (886) | (276) |
| Net taxation | (15,995) | (14,383) |
| Effective tax rate | 11.3% | 10.6% |
| Discontinued operations | ||
| (Loss)/profit before tax | (380) | 1,411 |
| Applicable Group weighted average tax rate | 31.9% | 29.8% |
| Net tax effect based on applicable Group weighted average tax rate | 121 | (420) |
| Reconciling items | ||
| Non-deductible expenses | - | (38) |
| Non-taxable income | 63 | 591 |
| Effect of accounting losses for which no deferred tax asset was recognised | (174) | (156) |
| Effect of other taxes applicable in different Group subsidiaries' jurisdictions | 151 | 621 |
| Net taxation | 161 | 598 |
| Effective tax rate | 42.4% | (42.4)% |
| Weighted average effective tax rate continuing and discontinued operations |
11.2% | 10.1% |
1 Permanent differences arising from non-deductible expenses include mainly intragroup finance expenses and fair value losses on interest rate caps. Nontaxable income includes mainly coupon income on preferred equity.
The Group's weighted average applicable tax rate has been determined by reference to the statutory tax rates in each jurisdic tion in which the Group operates.
Apart from the inclusion of additional subsidiaries within the Malta fiscal unit, there were no changes to statutory tax rates compared to the prior financial year.
On continuing operations, the Group's effective tax rate slightly increased from 10.6% for the year to 30 June 2024 to 11.3% for the year ended 30 June 2025. The increase resulted from:
- partial release of deferred tax asset relating to Flensburg Galerie, which the Group expect to crystalise following the planned disposal of the property;
- effect of accounting losses for which no deferred tax asset was recognised, arising from fair value losses incurred on Flensburg Galerie;
- increase in non-deductible expenses, arising from intragroup financing on certain subsidiaries, and
- losses incurred on fair value of interest rate derivatives during the period.
These increases were partially offset by:
- effect of borrowing costs carried forward, generating a decrease in deferred tax liability; tax legislation applicable allows deduction of such borrowing costs in the determination of income tax payable, indefinitely; and
- increase in non-taxable income, due to coupon income on preferred equity incurred in the period only partially exempted from taxation in Malta.
On discontinued operations, the change in the effective tax rate is primarily due to a lower reimbursement of capital gains tax on the disposal of the Langley Park property, compared to the prior year which included tax reimbursements on both Langley Park and Zurich property disposals.
he Group maintaining a relatively stable weighted average effective tax rate of 11.2% for the year to 30 June 2025 (30 June 2024: 10.1%).
{40}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
11. Investment property and investment property held for sale
Accounting policy
1) Investment property initial recognition and measurement
comprises:
- Income property;
- Development property;
- Land bank; and
- Investment property held for sale.
Income property
Income properties are held to earn rental income, for capital appreciation or for both.
Income property is initially recognised at cost. The cost of income property acquired by any other means than a business combination consists of the purchase price (including related transaction costs) and directly attributable expenditure. Transaction costs include transfer taxes, professional fees for legal services or other relevant fees directly attributable to the transaction and initial leasing commissions to bring the property to the condition necessary for it to be operational.
Subsequent expenditure relating to income property is capitalised when future economic benefits from the use of the asset are probable and the cost of the item can be measured reliably. All other subsequent expenditure is recognised as an expense during the period it is incurred.
After initial recognition, income properties are measured at fair value Fair value adjustments
Development property and land bank
Property that is being constructed or developed for future use as income property is classified as development property and carried at cost until construction or development is complete, or until its fair value can be reliably determined.
The land on which development properties are constructed is carried at fair value.
Advances for developments are generally for land bank. Advances are generally subject to pre-conditions to be met by the seller. They are presented as part of development property in the consolidated statement of financial position.
Land bank refers to land plots held for future development. Land bank is initially recognised at cost. The cost of land bank acquired by any other means than a business combination consists of the purchase price (including related transaction costs) and directly attributable expenditure. Transaction costs include transfer taxes, professional fees for legal services or other relevant fees directly attributable to the transaction. After initial recognition, land bank properties are measured at fair value.
Investment property held for sale
An investment property is classified as held for sale when it is expected that its carrying amount will be recovered principally through sale rather than from continuing use.
For this to be the case, the property must be available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such property and its sale must be highly probable.
For the sale to be highly probable, the below conditions must be met.
- The Board must be committed to a plan to sell the property and an active programme to locate a buyer and complete the plan must have been initiated.
- The property must be actively marketed for sale at a price that is reasonable in relation to its current fair value.
- Actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn.
- The sale should be expected to qualify for recognition as a completed sale within one year from the date of classification.
investment property continues to be measured at fair value once transferred to investment property held for sale.
Leasing fees
Leasing fees incurred before the property was operational are capitalised against the asset to which they relate. These are assumed to have contributed to the decision to develop the property.
Any other leasing fees (for example, incurred, for leases after the property became operational and lease renewals) are presented as current assets and expensed in profit or loss over the lease term to which each leasing fee refers.
Borrowing costs capitalised
Bank loans are allocated to either specific or general borrowings. Specific or general borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of qualifying assets which are assets that necessarily take a substantial period of time to get ready for their intended use or sale. These are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.
All other borrowing costs are recognised in the consolidated statement of profit or loss in the period in which they are incurred.
Interest is capitalised from the commencement of the development work until the date of practical completion, i.e., when substantially all the development work is completed. The capitalisation of interest is suspended if there are prolonged periods when development activity is interrupted.
{41}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Interest is also capitalised on the purchase cost of a site of property acquired specifically for redevelopment, but only where activities necessary to prepare the asset for redevelopment are in progress.
2) Investment property measurement of fair values
Valuation process for level 3 investment property
Fair value of investment property is determined semi-annually, on 30 June and 31 December, by external, independent, professional valuers, with appropriate and recognised qualifications and recent experience in the location and category of property being valued. For details of the valuers used by the Group in its valuation process on 30 June 2025, refer to page 70. For all investment properties, their current values equate to the highest and best use.
Fair value hierarchy
hy based on the significant unobservable inputs into the valuation techniques used.
Valuation techniques and significant unobservable inputs
Discounted cash flows ( DCF ) method
The valuation model considers the present value of net cash flows to be generated from the property, taking into account expected rental growth rates, void periods, occupancy rates, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk-adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit quality and lease terms.
Unobservable inputs used in the DCF valuation model are risk-adjusted discount rates, net rental income, net rental income growth, unrecoverable capital expenditures and others, as relevant. The most significant inputs are considered to be the discount rate, net rental income and the valuation yield. The estimated fair value would increase/(decrease) if the expected net rental income was higher/(lower) and/or the yield was lower/(higher).
Market comparison
The market comparison (or sale comparison approach) is based upon direct comparison of the subject property with other comparable properties, which have been recently sold or are currently offered for sale. The market comparison approach to value is based on the principle of substitution, which states that a prudent purchaser will not pay more for a property than the price of an equally desirable substitute property under similar conditions.
Changes to valuation methods used
There were no changes to valuation methods used in the year to 30 June 2025 compared to the previous year.
categories are detailed below.
| Type | Detail |
|---|---|
| Income-generating property | Property held to earn rental income. |
| Development property | Property under construction, in process of being developed for future use as income property and land plots |
| and land bank | held for future developments. |
| Investment property held for sale | Property held to be sold. |
11.1. Investment property
The carrying value is presented below.
| Development | ||||
|---|---|---|---|---|
| Year to | property and | |||
| 30 June 2025 | Note | Income property | Land bank | Total |
| Opening balance | 1,024,854 | 5,475 | 1,030,329 | |
| Fair value adjustment | 8 | 57,195 | 350 | 57,545 |
| Capitalised expenditure¹ | 5,776 | 416 | 6,192 | |
| Transfer from income property to investment property | ||||
| held for sale² | 11.2 | (174,639) | - | (174,639) |
| Closing balance | 913,186 | 6,241 | 919,427 | |
{42}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
| Development | ||||
|---|---|---|---|---|
| Year to 30 June 2024 |
Note | Income property | property and Land bank |
Total |
| Opening balance | 896,352 | 5,120 | 901,472 | |
| Fair value adjustment | 8 | 58,740 | 457 | 59,197 |
| Capitalised expenditure¹ | 8,957 | 3,705 | 12,662 | |
| Transfer from investment property held for sale to | ||||
| income property² | 11.2 | 56,961 | - | 56,961 |
| Transfer from development property to income | ||||
| property³ | 3,844 | (3,844) | - | |
| Acquisition of land | - | 806 | 806 | |
| Disposal of land | - | (431) | (431) | |
| Discontinued development projects | - | (338) | (338) | |
| Closing balance | 1,024,854 | 5,475 | 1,030,329 |
1 During the financial year to 30 June 2025, the Group 8,769 thousand in relation to capitalised expenditure (30 June 2024: 677 thousand).
- Strip Malls disposed of effective 31 January 2025 for a cash consideration of after adjusting for working capital. 3,289 thousand represent the loss on disposal of the related subsidiary; refer to note 11.2.
- Flensburg Galerie transferred back to investment property held for sale following re-assessment of IFRS 5 criteria; refer to note 22, while during the financial year to 30 June 2024, management assessed that IFRS 5 criteria no longer applied to Flensburg Galerie, and as a result the asset was reclassified from assets held for sale (discontinued operations) to non-current assets, as income-generating property.
- Nova Park transferred during the financial year to investment property held for sale following re-assessment of IFRS 5 criteria; refer to note 22.
Bank loans
On 30 June 2025 bank loans 340,184 thousand 889 thousand) were secured against investment property and investment property held for sale 958,824 thousand (30 June 2024 .
11.2. Investment property held for sale
Accounting policy
Investment property held for sale
Properties identified for disposal, that met the criteria for classification as held for sale, as described in the accounting policy in note 11, are presented in the consolidated financial statements as investment property held for sale at fair value, as the properties are actively marketed and for which it was probable that the sale transactions would occur in the following twelve months from the period then ended.
This judgement is based on criteria outlined in IFRS 5 which states that the assets should be classified as held for sale and excluded from investment property, if management assesses that the properties are actively marketed, part of a committed plan to sell and an active programme is in place to locate buyers.
The carrying value held for sale is presented below.
| On | On | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Nova Park | 80,040 | - | |
| Flensburg Galerie | 45,638 | - | |
| Closing balance | 125,678 | - |
| On | On | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Opening balance | - | 58,848 | |
| Transfer from investment property¹ | 174,639 | - | |
| Disposal of property² | (48,961) | (1,666) | |
| Profit from disposal of investment property held for sale | - | 23 | |
| Capitalised expenditure³ | - | 83 | |
| - | (56,961) | ||
| Fair value adjustment | - | (350) | |
| Foreign currency translation reserve | - | 23 | |
| Closing balance | 125,678 | - |
Income property transferred from investment property to investment property held for sale:
- Strip Malls transferred during the period and disposed of effective 31 January 2025.
- Flensburg Galerie transferred (back) to investment property held for sale following re-assessment of IFRS 5 criteria; refer to note 22.
- Nova Park transferred during the financial year to investment property held for sale following assessment of IFRS 5 criteria; refer to note 22.
For the comparative period, the disposal proceeds refer to Arches street retail units. The Group completed the sale of Arches street retail units (UK) by means of an asset deal
Income property transferred from investment property to investment property held for sale:
³ Prahova Value Centre extension, incurring capital expenditure thousand became operational during the 2024 financial year and Nova Park land for extension, amounting to , was transferred from development property to income property.
² ,961 thousand refer to Strip Malls disposal completed on 31 January 2025. The total cash consideration received was , after adjusting for working capital
3 83 thousand capitalised expenditure incurred during the prior period to 30 June 2024 was paid in cash.
4 During the financial year to 30 June 2024, Flensburg Galerie was reclassified to investment property following the IFRS 5 criteria re-assessment.
{43}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Subsidiary disposed during the fiancial year
The disposal of Strip Malls in Romania was conducted by means of a share deal. In accordance with IFRS 10, the subsidiary was deconsolidated from the on disposal of subsidiary resulting mostly from a derecognition of deferred tax liability.
As a result of derecognition of Strip Malls on their disposal, the goodwill portion recognised on their acquisition was released, resulting
Assets and liabilities, including cash and cash equivalents, for which control was relinquished effective 31 January 2025 are summarised below:
| On disposal date | |
|---|---|
| Assets | |
| Non-current assets | 48,987 |
| Current assets | 504 |
| Total assets | 49,491 |
| Liabilities | |
| Non-current liabilities | 3,652 |
| Current liabilities | 589 |
| Total liabilities | 4,241 |
| NAV | 45,250 |
| Release of goodwill | 602 |
| Transaction costs | 985 |
| Adjusted NAV | 46,837 |
| Cash consideration received¹ | 43,548 |
| Loss on disposal of subsidiary | 3,289 |
| 46,837 |
In the consolidated statement of cash flows, the proceeds from sale of investment property held for sale line 43,428 thousand comprises the cash consideration received the cash balance transferred upon the disposal of the Strip Malls in Romania.
{44}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Valuation sensitivity analysis 11.3.
Significant inputs
Property valuations reflect the external valuers' assessment, and the Group analysed a range of +/- 2.5% for Net Rental Income, a range of +/- 0.25% for NRI/BV (key valuation assumptions) and a range of +/- 0.25% for the discount rate for the sensitivity analysis on the current market conditions, as detailed in the table below.
| Sensitivity analysis (variance) | is (variance) | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30 June 2025 Country/Type | Valuation | Discount rates | Carrying amount | N N |
NRI/BV | Discount rate | te | ||
| Method | Range | 30 June 2025 | +2.5% | -2.5% | -0.25% | +0.25% | -0.25% | +0.25% | |
| Income-generating property, including income property held for sale | come property he | eld for sale | 1,038,864 | 25,976 | (25,976) | 37,083 | (34,600) | 18,701 | (18,341) |
| CEE income property - continuing operations | suo | 913,186 | 22,830 | (22,830) | 33,094 | (30,852) | 15,634 | (15,285) | |
| Romania | |||||||||
| Open-air Malls | DCF | 9.09%-9.81% | 567,462 | 14,187 | (14,187) | 21,011 | (19,561) | 9,748 | (6,530) |
| Enclosed Malls | DCF | 9.39%-9.59% | 196,935 | 4,923 | (4,923) | 7,239 | (6,743) | 3,384 | (3,310) |
| Enclosed Malls | DCF | 10.30%-10.43% | 148,789 | 3,720 | (3,720) | 4,844 | (4,548) | 2,502 | (2,445) |
| CEE income property held for sale - continuing operations | uing operations | 80,040 | 2,001 | (2,001) | 2,284 | (2,161) | 2,467 | (2,356) | |
| Poland Enclosed Malls |
DCF | 7.25% | 80,040 | 2,001 | (2,001) | 2,284 | (2,161) | 2,467 | (2,356) |
| WE income property held for sale - continuing operations | uing operations | 45,638 | 1,145 | (1,145) | 1,705 | (1,587) | 909 | (200) | |
| Germany Enclosed Malls |
DCF | 7.50% | 45,638 | 1,145 | (1,145) | 1,705 | (1,587) | 009 | (700) |
All properties except land are valued either by discounted cash flows or by capitalisation method. For the latter, the sensitivity analysis for the discount rate is not applicable. Land is valued either by residual or by firm offers less costs to complete method. Net Rental income (NRI): rental income less non-recoverable property related expenses for properties valued using the discounted cash flow method (DCF).
The Group does not present any sensitivity analysis for the land, as it is not considered relevant, land being valued considering its best use.
{45}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
In the context of Romania's current macroeconomic uncertainties, the Group also performed a sensitivity analysis using higher ranges for significant inputs: a range of +/- 5.0% for Net Rental Income, a range of +/- 0.5% for the discount rate, as detailed in the table below.
| Discount rate | -0.5% +0.5% | 37,705 (36,698) | 31,623 (30,230) | (18,847) | 5,060 (4,839) | 4,882 (4,768) | 4,882 (4,768) | (1,700) | 1,200 (1,700) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ance) | Ö | +0.5% -0. | (37,818) | (8,825) 5,( | (4,208) 4,8 | (4,208) 4,8 | (3,068) 1,; | (3,068) | |||
| Sensitivity analysis (variance) | NRI/BV | -0.5% +0 | 76,927 (66,958) | 68,682 (59,682) | 43,638 (37,8 | 10,013 (8,8 | 4,703 (4, | 4,703 (4, | 3,542 (3,0 | 3,542 (3,0 | |
| Sens | -5.0% | (51,952) | (45,660) | (28,373) | (9,847) | (7,439) | (4,002) | (4,002) | (2,290) | (2,290) | |
| NRI | +5.0% | 51,952 | 45,660 | 28,373 | 9,847 | 7,439 | 4,002 | 4,002 | 2,290 | 2,290 | |
| Carrying amount | 30 June 2025 | 1,038,864 | 913,186 | 567,462 | 196,935 | 148,789 | 80,040 | 80,040 | 45,638 | 45,638 | |
| Discount rates | Range | ld for sale | 9.09%-9.81% | 9.39%-9.59% | 10.30%-10.43% | 7.25% | 7.50% | ||||
| Valuation | Method | come property he | suo | DCF | DCF | DCF | uing operations | DCF | uing operations | DCF | |
| Country/Type | Income-generating property, including income property held for sale | CEE income property - continuing operations | Romania Open-air Malls |
Enclosed Malls | Bulgaria Enclosed Malls |
CEE income property held for sale - continuing operations | Poland Enclosed Malls |
WE income property held for sale - continuing operations | Germany Enclosed Malls |
||
| 30 June 2025 | Income-generating | CEE income proper | CEE income proper | WE income proper |
{46}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
other inputs
Ranges of significant inputs considered by the valuers in their discounted cash flow models (where such method was applied for the assets' valuation) are presented below.
| Year to | Void at expiry 3 | Estimated rental value | Capex reserve as |
|---|---|---|---|
| 30 June 2025 | (months) | long-term growth rate | % of Net Rental Income |
| Retail assets | |||
| Romania | 1-2 | 2.0% | 5.0-10.0% |
| Bulgaria | ĸ | 2.5% | 1.0%2 |
| Poland | 9 | n/a¹ | %0.6 |
| Germany | 9-12 | 1.0% | 10.5% |
| Year to | Void at expiry 3 | Estimated rental value | Capex reserve as |
| 30 June 2024 | (months) | long-term growth rate | % of Net Rental Income |
| Retail assets | |||
| Romania | 2 | 2.2% | 5.0-10.0% |
| Bulgaria | 8 | 2.5% | 1.0%² |
| Poland | 9 | n/a¹ | %0.6 |
| Germany | 9-12 | 1.0% | %6.6 |
1 The valuation model is based on growth implicit cash flows. The model does not include specific assumptions regarding inflation or rental growth. The risk connected with inflation and rental growth has been included in the applied discount rate (see significant inputs section above).
<sup>2 Capex reserves are low due to recent refurbishments completed.
3 Void at expiry is represented by estimated months of vacancy between two contractual periods either for the same tenant (renewal) or between two different tenants for the same space. This should cover either renovation fit-out costs for the same tenant or a necessary period for finding a new tenant for the space. During this period it is assumed the tenant does not pay any rent.
{47}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
12. Investment in equity-accounted investee
Accounting policy
Equity-accounted investees comprise investments in associates. Associates are entities in which the Group has significant influence, which is the power to participate in the financial and operating policy decisions of the investee but does not result in control or joint control of those entities.
Interests in associates are initially recognised at cost including transaction costs. Subsequently, they are accounted for using the equity method. The Group recognises its share of profit or loss and other comprehensive income of the associate from the date on which significant influence commences, until the date on which significant influence ceases. Distributions received from the associates reduce the carrying amount of the investment.
Unrealised losses on transactions are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Cross-shareholdings are eliminated.
Interests in associates are assessed for impairment if there is an impairment indicator. An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit or loss and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.
PKM Development Ltd.
The Group has an investment in PKM Development Ltd. (incorporated in the Isle of Man and redomiciled to Malta in July 2023 a holding entity of a group which invests primarily in developments of retail, residential and office properties in Romania, as well as with a mandate for other CEE countries.
Under the joint venture agreement between MAS and Prime Kapital, Prime Kapital is responsible for all projects and property identification, development and sales, and allocation of capital for the DJV, while MAS provides funding and provided DJV requires, is also responsible for the property and asset completed assets.
MAS assessed it does not have control over the DJV. However, MAS assessed it has significant influence over the DJV through its ability to appoint a director in proportion to its minority ordinary holding and hence is accounting for its investment in the DJV as an associate in accordance with the IAS 28 equity method.
The Group discloses further details on its judgements and estimates regarding the control and influence assessments over the DJV in note 22.
. The current total funding commitment comprises preferred equity of 470million, fully invested by MAS by 30 June 2025, and a 30million revolving credit facility, which was undrawn on that date. Preferred equity is in the form of non-redeemable, non-voting, cumulative preference shares, which carry a fixed dividend at a rate of 7.5% p.a. of the price at which the preference shares w -to-day, with any unpaid portion compounding on 30 June of each year. Starting March 2035, MAS can give notice to commence the winding down of the DJV.
The DJV agreement provided since 2017, that the General Partner (PK) is entitled to:
- Development Margin) which accrues on a day-to-day basis and rolls up and becomes payable on the same dates as the Fixed Dividends are payable (Development Margin Payment Date). The Development Margin is a sum equal to 150% of the amount by which the actual Fixed Dividend accrued on the Development Margin payment date (whether or not paid) exceeds the Fixed Dividend which would have accrued on the Development Margin Payment Date (whether or not paid) if such Fixed Dividend had been based on a rate of 5% per annum (rather than a rate of 7.5% percent annum), and
- be reimbursed for actual costs incurred by it in connection with the provision of GP Services ((i) key services to the DJV board, including asset origination, transaction management, asset development/redevelopment and asset management; and (ii) ancillary support and assistance to the DJV Board in respect of day-to-day operational, financial and administrative matters), including where properly attributable to the provision of GP Services, (i) the salaries of employees of the General Partner (other than the salaries of the original equity partners of the General Partner) who are engaged in the provision of the GP Services; (ii) the salaries, benefits (calculated on a total cost to company basis), shareholder and/or related distributions payable by PK or any of its associates to, or for the direct or indirect benefit of any new partner of the General Partner; and (iii) the overhead costs of the General Partner (GP Costs).
Accrued and unpaid Development Margin and GP Costs are included in Statement of Financial position.
Further details on Development Margin, GP Costs or distribution waterfall are detailed in the summary of the DJV agreement av website at this link: https://masrei.com/wp-content/uploads/2025/07/Summary-of-DJV-Agreement.pdf.
The Group has performed an expected credit loss assessment on 30 June 2025 and concluded that there has not been a significan t increase in credit risk in relation to PKM Development, and that any expected credit loss is not significant in the reporting periods. Expected credit loss assessment is detailed in note 23.
{48}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
| On | On | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Opening balance | 33,098 | 25,412 |
| Share of profit from equity-accounted investee, net of tax | 18,451 | 7,686 |
| Distribution received | - | - |
| Closing balance | 51,549 | 33,098 |
Ordinary, preferred equity and revolving credit facility combined exposure to PKM Development
| On | On | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Investment in equity-accounted investee | 51,549 | 33,098 |
| PKM Development preferred equity (including accrued coupon) | 545,975 | 467,496 |
| Exposure to PKM Development | 597,524 | 500,594 |
For further details on the preferred equity and revolving credit facility granted to the DJV, refer to note 15.5.
MAS shares held by PKM Development
PKM Development, through a subsidiary, PK Investments Limited, increased its cross-shareholding during the financial year to 30 June 2025 by 19,520,371 MAS shares to a total of 153,498,569 shares (30 June 2024: 133,978,198 shares). The investment had a market value of 78,753 thousand on 30 June 2025 (30 June 2024 111,322 thousand).
On consolidation, the DJV, are adjusted to their 47,644 thousand (30 June 2024: 40,337 thousand), so that gains or losses arising from cross-shareholdings are derecognised. The share of profit from equity-accounted investee, net of tax, fair value adjustments of financial investments in listed securities and bargain gain from investments in equity -accounted investee are all derecognised on consolidation as these items also relate to cross-shareholding gains and losses.
Summarised financial information of PKM Development
The following table summarises the financial information of PKM Development prepared in accordance with IFRS.
| Statement of financial position PKM Development |
On 30 June 2025 |
On 30 June 2024 |
|---|---|---|
| Investment Property | 582,045 | 390,055 |
| Income property | 560,259 | 338,422 |
| Development property | 21,786 | 51,633 |
| Financial investments in listed securities at fair value | - | 111,322 |
| Investment in equity-accounted investee | 291,070 | - |
| Deferred tax assets | 3,092 | 3,175 |
| Other non-current assets | 20,224 | 2,022 |
| Non-current assets | 896,431 | 506,574 |
| Inventory property | 73,851 | 118,746 |
| Investment property held for sale | 22,231 | 7,691 |
| Receivables and advance payments | 32,015 | 11,213 |
| Cash and cash equivalents | 73,642 | 15,979 |
| Current assets | 201,739 | 153,629 |
| Total assets | 1,098,170 | 660,203 |
| MAS' preferred equity and revolving credit facility | 545,975 | 467,496 |
| Bank loans | 82,982 | 29,028 |
| Deferred tax liabilities | 41,001 | 16,262 |
| Other non-current liabilities | 5,858 | 5,429 |
| Non-current liabilities | 675,816 | 518,215 |
| Bank loans | 4,232 | 1,273 |
| Trade and other payables | 117,157 | 47,358 |
| Current liabilities | 121,389 | 48,631 |
| Total liabilities | 797,205 | 566,846 |
| Net assets | 300,965 | 93,357 |
| 40% | 40% | |
| Un-adjusted Group share of net assets | 120,386 | 37,343 |
| Elimination of cross-shareholding | (68,896) | (4,304) |
| Net assets attributable to the Group | 51,490 | 33,039 |
| Capitalised costs | 59 | 59 |
| Carrying amount | 51,549 | 33,098 |
{49}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
policies.
on 30 June 2025 Development Margin.
0 June 2025 accounting policies. No impairment arose as a result.
| Statement of profit or loss and other comprehensive income PKM Development |
Year to 30 June 2025 |
Year to 30 June 2024 |
|---|---|---|
| Gross rental income | 23,395 | 10,907 |
| Service charge income and other recoveries | 8,681 | 3,618 |
| Impairment of receivables | (75) | (106) |
| Service charge and other property operating expenses | (11,502) | (5,292) |
| Net rental income | 20,499 | 9,127 |
| Revenue from sales of inventory property | 65,990 | 86,405 |
| Cost of sales of inventory property | (63,480) | (94,315) |
| Net realisable value adjustment of inventory property | 514 | (19,190) |
| Operational expenses related to residential property | (3,519) | (2,132) |
| Net result - residential property | (495) | (29,232) |
| Other (costs)/income | (4,786) | 2,209 |
| Corporate expenses | (1,409) | (1,080) |
| Investment expenses | (408) | (124) |
| Fair value adjustments of investment property | 86,098 | 59,408 |
| Fair value adjustments on financial asset - interest rate cap | (937) | (839) |
| Foreign currency exchange differences | 402 | (333) |
| Finance income | 1,204 | 639 |
| Finance costs | (27,124) | (12,921) |
| Taxation | (26,916) | (7,642) |
| Total profit before impact from cross-shareholdings | 46,128 | 19,212 |
| Share of profit from equity-accounted investee, net of tax | 22,049 | - |
| Fair value adjustments of financial investments in listed securities | 12,052 | (13,735) |
| Bargain gain from investment in equity-accounted investee | 127,379 | - |
| Total profit after impact from cross-shareholdings | 207,608 | 5,477 |
| Percentage of the Group's ownership interest | 40% | 40% |
| Total profit and other comprehensive income | 83,043 | 2,191 |
| attributable to the Group | ||
| Elimination of impact from cross-shareholdings | (64,592) | 5,495 |
| 18,451 | 7,686 |
PKM Development has no other comprehensive income.
13. Other non-current assets
Accounting policy
Other non-current assets include interest rate hedging derivative assets, prepaid equity share-based payments, right-of-use assets, guarantees received from property suppliers, property, plant and equipment, and computer and other licenses.
For the accounting policy regarding share-based payments, refer to note 18.2.
Interest rate hedging derivative assets
Interest rate hedging derivative assets are classified as other non-current assets if they meet the criteria to be classified as financial assets at fair value through profit or loss. The Group initially recognises these interest rate hedging derivative assets at the trade date. These derivative assets are subsequently measured at fair value and changes therein are recognised in profit or loss in the period in which they occur.
Right-of-use assets
Rental contracts in respect of corporate offices leased by the Group are typically contracted for fixed periods but may have extension options.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the G borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment, with similar terms, security and conditions.
{50}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Right-of-use assets are measured at cost comprising the following:
- the amount of the initial measurement of lease liability;
- any lease payments made at or before the commencement date less any lease incentives received;
- any initial direct costs, and
- restoration costs.
Right-of-use assets that meet the definition of investment property are presented within investment property, detailed in note 11.
Impairment of non-financial assets
verable amount is the higher its value in use. Non financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Financial assets | |||
| Interest rate derivatives | 2,021 | 6,353 | |
| Property retentions related to disposal of assets | 1,143 | 1,164 | |
| 3,164 | 7,517 | ||
| Non-financial assets | |||
| Other non-current assets | 157 | 194 | |
| Right-of-use asset | 80 | 156 | |
| Property, plant and equipment | 41 | 42 | |
| Lease incentive accrual | - | 201 | |
| Equity-settled share-based payment expense | 18.2 | - | 125 |
| 278 | 718 | ||
| Total other non-current assets | 3,442 | 8,235 |
Interest rate derivatives
On 30 June 2025 and 30 June 2024, the Group only had interest rate caps as interest rate derivatives.
These interest rate derivatives are classified as financial assets at fair value through profit or loss. Hedge accounting under IFRS 9 has not been applied.
14. Other non-current liabilities
Accounting policy
Other non-current liabilities include security deposits received from tenants and construction suppliers, with an expiry date of more than one year from the reporting date, as well as lease liabilities. These are measured at amortised cost.
Security deposits from tenants
Deposits from tenants are obtained as a guarantee for returning the property at the end of the lease term in a specified (good) condition. The Group treats such deposits as financial liabilities in accordance with IFRS 9, and they are initially recognised at fair value. The difference between fair value and cash received is considered to be part of the minimum lease payments received for the operating lease. The deposit is subsequently measured at amortised cost.
Lease liability
Lease liabilities result from the application of IFRS 16.
Liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed payments less any lease incentives receivable and termination payments. The lease payments are discounted using the interest rate implicit in the lease.
In determining lease liabilities recognised following the application of IFRS 16 full retrospective approach, the following assumptions were considered:
- Lease payments, as the cash outflows, are discounted using the effective interest rate applicable to each contract;
- Expenses related to variable lease payments are included in the measurement of the lease liabilities;
- Future cash outflows are reflected in the measurement of the lease liabilities;
- Duration of concession agreements in place for right-of-use asset land on which the Group engaged to develop an asset; the concessions have no restrictions or future obligations and can be extended at expiration date.
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Financial liabilities | |||
| Security deposits from tenants | 3,942 | 4,142 | |
| Security deposits from construction suppliers | 247 | 392 | |
| Lease liability | 2,244 | 2,387 | |
| Total other non-current liabilities | 6,433 | 6,921 |
{51}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
15. Financial assets
Accounting policy
Financial instruments
Initial recognition and measurement
Financial instruments are recognised when the Group becomes party to the contractual terms of the instrument. They are initially recognised at fair value plus any directly attributable transaction costs, except for transaction costs attributable to financial instruments classified as at fair value through profit or loss, which are recognised in profit or loss as incurred.
Financial assets
The Group classifies its financial assets into the following categories: financial assets at amortised cost and financial assets at fair value through profit or loss.
Financial assets at amortised cost
Financial assets are classified as financial assets at amortised cost only if both the following criteria are met:
- the financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest is the consideration for the time value of money and credit risk associated with the principal amount outstanding.
These financial assets are subsequently measured at amortised cost using the effective interest method, less any impairment losses. Financial assets measured at amortised cost comprise receivables from preferred equity issued by, and revolving credit facility granted to, PKM Development, as well as cash and cash equivalents and loans granted.
Impairment
The Group recognises loss allowances for expected credit losses on financial assets measured at amortised cost, lease receivables and contract assets.
For lease receivables, trade receivables and contract assets, the Group applies the simplified approach to measuring expected credit losses. Therefore, there is no need to monitor significant increases in credit risk and loss allowance is recognised based on lifetime expected credit losses.
For other financial assets such as PKM Development preferred equity, 12-month expected credit losses are recognised where the financial asset is determined to have a low credit risk and for those financial instruments for which the credit risk has not increased significantly since initial recognition. When determining whether the credit risk of a financial asset has increased significantly since initial recognition the Group considers both quan titative and qualitative information that is reasonably available and such as: financial position, historic and future operating performance, payment delays, covenant breaches and general economic and market conditions.
Lifetime expected credit losses are expected defaults over the expected life of the financial asset. 12-month expected credit losses are expected defaults within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 mon ths). The maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group is exposed to credit risk.
When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Write-off
Financial assets are written-off, in whole, when the Group has exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Group may write-off financial assets that are still subject to enforcement activity when the Group seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss if they do not meet either criteria for classification of a financial asset at amortised cost or if they are held for trading; derivative financial instruments or financial assets designated as at fair value. The Group initially recognises these financial assets at fair value at the trade date. These financial assets are subsequently measured at fair value and changes therein are recognised in profit or loss in the period in which they occur.
Derecognition of financial assets
The Group derecognises a financial asset when the contractual terms of the asset expire or the asset has been transferred, and the transfer of that asset is subsequently eligible for derecognition.
Financial investments
Financial investments are classified as a financial asset at fair value through profit or loss. The fair value measurement of have been categorised as level 1 in the fair value hierarchy as they are traded in active markets and are measured at quoted market prices at the end of the reporting period. Fair value adjustments in relation to financial investments represent the full fair value movement of the financial investmen t portfolio, including fair value movements on purchases and disposals during the financial year.
Trade and other receivables
-financial assets. The non-financial assets include prepayments, lease incentive accruals and VAT.
Cash and cash equivalents
The G
{52}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
15.1. Financial investments: listed instruments
During the financial year to 30 June 2024 the Group disposed of the remaining shares held in NEPI Rockcastle N.V. for and realised a profit of 1,122 thousand.
Reconciliation of financial investments is disclosed below.
| Note | Financial investments at fair value | |
|---|---|---|
| On 30 June 2023 | 36,504 | |
| Cash proceeds from disposal | (37,626) | |
| Fair value adjustment - realised¹ | 8 | 1,122 |
| On 30 June 2024 | - | |
| On 30 June 2025 | - |
1 Non-cash flow movement
The total fair value gains related to financial investments for the year to 30 June 2024 . Fair value adjustments in relation to financial investments include fair value movements until the date of disposal.
all the periods presented.
15.2. Financial investments: money market funds
| Note | Other financial investments | |
|---|---|---|
| On 30 June 2024 | - | |
| Cash movements | ||
| Acquisitions | 72,600 | |
| Proceeds from disposal | (25,300) | |
| Dividend received on investment | (269) | |
| 47,031 | ||
| Non-cash movements | ||
| Realised dividend on investment | 269 | |
| Fair value adjustment - realised on disposal | 343 | |
| Fair value adjustment - unrealised | 250 | |
| 862 | ||
| On 30 June 2025 | 47,893 |
During the financial year to 30 June 2025, MAS invested in BlackRock ICS Euro Government Liquidity Fund Core (Acc T0) by subscribing for 332,433 units for an amount of ,000 thousand and in BlackRock ICS Euro Government Liquidity Fund Core Dis by subscribing for 37,600,000 units for an amount of
By 30 June 2025, MAS sold 237,046 units of BlackRock ICS Euro Government Liquidity Fund Core (Acc T0)
The fund collects liquidity from its investors through issuance of shares and places the liquidity in short -term money market instruments. Due to the high value of liquidity pooled, the fund has access to wholesale markets and succeeds in gaining higher yields than bank deposits with similar or better risk conditions. ance), the AAA credit rating and that the funds are readily convertible to cash with a 24 , the investment is seen by management as s. Management presents these instruments as cash and cash equivalents for purposes of its segmental analysis, refer to note 3.
15.3. Trade and other receivables
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Financial assets Trade receivables from lessees |
10,778 | 10,486 | |
| Other receivables | 3,028 | 2,640 | |
| Property retentions related to disposal of assets¹ | 540 | 785 | |
| Non-financial assets Equity settled share-based payment expense |
14,346 | 13,911 | |
| Incentive Share Participants | 18.2 | 69 | 350 |
| Prepaid expenses | 2,948 | 2,946 | |
| VAT and other tax receivables | 854 | 754 | |
| Lease incentive accrual | 162 | - | |
| 4,033 | 4,050 | ||
| Trade and other receivables | 18,379 | 17,961 |
1 Property retentions related to disposal of 40 thousand (30 June 2024 785 thousand) are amounts receivable, held at amortised cost, in relation to properties disposed, in accordance with the SPAs concluded.
The fair value of trade and other receivables are reasonably approximated by their carrying values.
For the current year movement in receivables allowance, see the credit risk section in note 23.
{53}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
15.4. Cash and cash equivalents
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Bank balances | 137,186 137,186 |
81,302 81,302 |
Bank balances 6,420 thousand (30 June 0,704 thousand for debt service and capex reserve accounts 716 ).
Cash flow information
Reconciliation of cash generated from operating activities is presented below.
| Note | Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|---|
| Profit for the year - continuing operations (Loss)/profit for the year - discontinued operations |
125,186 (219) |
121,174 2,009 |
|
| Adjustments: | |||
| Fair value adjustments | 8 | (53,190) | (54,887) |
| Finance income | 9 | (38,862) | (31,616) |
| Finance costs | 9 | 28,546 | 25,340 |
| Share of profit from equity-accounted investee | 12 | (18,451) | (7,686) |
| Tax expense | 10 | 15,834 | 13,785 |
| Investment expenses | 7 | 2,092 | 1,333 |
| Share-based payment expense | 6 | 451 | 819 |
| Depreciation and amortisation | 6 | 78 | 74 |
| Gain on disposal of investment property held for sale | 11.2 | - | (23) |
| Loss on disposal of subsidiary | 11.2 | 3,289 | - |
| Foreign exchange differences, including FCTR recycled | 445 | (1,653) | |
| Other income from bonds repurchased | 16.1 | - | (7,469) |
| Impairment of receivables | 5 | 59 | 427 |
| Reversal of impairment of share-based payment prepayments | 18.2 | (39) | (184) |
| Change in operating assets and liabilities: | |||
| Decrease in trade receivables and other operating assets | 2,347 | 480 | |
| Increase in trade payables and other operating liabilities | 2,413 | 4,858 | |
| Cash generated from operating activities | 69,979 | 66,781 |
15.5. Financial assets PKM Development preferred equity and revolving credit facility
PKM Development preferred equity and revolving credit facility
The Group has committed to fund PKM Development via 7.5% cumulative preferred equity issued by PKM Development. The total committed amount is a revolving credit facility of carrying interest of 7.5% per annum, until 23 March 2030. The revolving credit facility is aimed at improving cash management in PKM Development and providing short-term flexibility.
There is no limit to the number of preferred equity issues that can be made until the end of the contractually agreed period (i.e. 2030), except that if funding -month basis.
Other information on the terms of these facilities is disclosed in note 12.
| Note | PKM Development revolving credit facility |
PKM Development preferred equity |
|
|---|---|---|---|
| Balance on 30 June 2023 | 10,482 | 328,467 | |
| Non-cash movements | |||
| Income on revolving credit facility / preferred equity | 9 | 1,345 | 27,600 |
| 1,345 | 27,600 | ||
| Cash movements Subscription for preferred equity / drawdown revolving |
|||
| credit facility | 27,550 | 118,599 | |
| Proceeds from revolving credit facility Interest received from revolving credit facility / |
(38,000) | - | |
| preferred equity coupon settled | (1,377) | (7,170) | |
| (11,827) | 111,429 | ||
| Balance on 30 June 2024 | - | 467,496 |
| Balance on 30 June 2023 | Note | PKM Development revolving credit facility 10,482 |
PKM Development preferred equity 328,467 |
|---|---|---|---|
| Non-cash movements | |||
| Income on revolving credit facility / preferred equity | 9 | 1,345 | 27,600 |
| 1,345 | 27,600 | ||
| Cash movements Subscription for preferred equity / drawdown revolving |
|||
| credit facility Proceeds from revolving credit facility |
27,550 (38,000) |
118,599 - |
|
| Interest received from revolving credit facility / preferred equity coupon settled |
(1,377) | (7,170) | |
| (11,827) | 111,429 | ||
| Balance on 30 June 2024 | - | 467,496 |
{54}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
| PKM Development | |||
|---|---|---|---|
| revolving credit | PKM Development | ||
| Note | facility | preferred equity | |
| Non-cash movements | |||
| Income on preferred equity | 9 | - | 36,545 |
| - | 36,545 | ||
| Cash movements | |||
| Subscription for preferred equity | - | 41,934 | |
| - | 41,934 | ||
| Balance on 30 June 2025 | - | 545,975 | |
| Less: Accrued income on preferred equity* | - | (75,975) | |
| Outstanding commitment on 30 June 2025 | 30,000 | - | |
| Total facility | 30,000 | 470,000 |
*Accrued income on preferred equity includes unpaid coupon compounded until 30 June 2025.
Preferred equity coupon and interest received on the revolving credit facility are considered revenue generating activities from both instruments, and in the consolidated statement of cash flows these are shown as cash inflows from operating activities.
Preferred equity may be issued by a single counterparty, PKM Development. Preferred equity and the revolving credit facility have no contractual drawdown schedules, estimated preferred equity issuance and drawdowns of the revolving credit facility. The Group must ensure sufficient liquidity is available to meet these preferred equity subscription requests and revolving credit facility drawdowns from PKM Development. By 30 June 2025, the full preferred equity amount was provided and revolving credit facility remained undrawn.
16. Financial liabilities
Accounting policy
value through profit or loss. Financial liabilities are recognised when the Group becomes party to the contractual terms of the liability.
Financial liabilities at amortised cost
All financial liabilities are classified as financial liabilities at amortised cost unless they meet the criteria for classification as financial liabilities at fair value through profit or loss. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.
Financial liabilities measured at amortised cost comprise bank loans and trade and other payables.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as financial liabilities at fair value through profit or loss if they are financial liabilities that are held for trading, derivative financial instruments or financial liabilities designated as at fair value.
The Group initially recognises these financial liabilities at fair value at the trade date. These financial liabilities are subsequently measured at fair value and changes therein are recognised in profit or loss in the period in which they occur.
The Group may elect to designate financial liabilities as financial liabilities at fair value that would otherwise meet the criteria to be classified as a financial liability at amortised cost, if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise if the financial liability were measured at amortised cost.
Derecognition of financial liabilities
The Group derecognises a financial liability when it is paid or when the contractual obligations of the liability are extinguished, for example when the obligation specified in the contract is discharged, cancelled or expires.
Trade and other payables
-financial liabilities. The non-financial liabilities include deferred income, current tax payable and VAT payable.
Bank loans and bonds
Borrowings are recognised initially at the fair value of the liability (determined using the prevailing market rate of interest if significantly different from the transaction price) net of transaction costs incurred. In subsequent periods, borrowings are carried at amortised cost using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset. Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
In accordance with IFRS 9, borrowings are removed from the consolidated statement of financial position when the obligation specified in the contract is extinguished (i.e., discharged, cancelled or expires). The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the consolidated statement of profit or loss.
{55}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
An exchange between the Group and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. The Group also considers the qualitative factors when entering into debt instruments contracts, such as monitoring credit ratings.
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch-up method, with any gain or loss recognised in the consolidated statement of comprehensive income, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity.
Finance costs include interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or transactions costs relating to borrowings, debt break fees and amortisation of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
16.1. Bonds and bank loans
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Non-current | |||
| Bonds | 40,223 | 211,977 | |
| Bank loans | 289,012 | 253,668 | |
| 329,235 | 465,645 | ||
| Current | |||
| Bonds | 173,071 | 526 | |
| Bank loans¹ | 51,199 | 9,240 | |
| 224,270 | 9,766 | ||
| Total bonds and bank loans | 553,505 | 475,411 |
1 ,004 thousand. During the financial year the Group concluded a term sheet to refinance this loan. In addition, current bank loans include bank loans corresponding to investment property reclassified as held for sale in the financial year to 30 June 2025.
Following a strategic review in June 2023, a revised debt management plan was put in place to raise bank funding secured against all of MAS' unencumbered properties in CEE aimed at reducing refinancing risks associated with its bond maturity in May 2026 and its funding commitments to the same date, as well as suspension of dividend payments to cover the shortfall.
Since 30 June 2023, the Group has made significant progress to shore up liquidity by withholding dividends and by drawing down on secured bank loans. In December 2023, a significant portion of funds accumulated to that date was utilised to repurchase bonds maturing in May 2026.
During the financial year to 30 June 2024, the Group executed a bond exchange for 40,223 thousand, effectively extending the maturity of a portion of the bond due in May 2026. The Group further drew down bank loans secured on CEE investment properties 61,000 thousand.
on CEE investment properties in the year to 30 June 2025. Also, the Group concluded a term sheet for refinancing a 004 thousand . Signing of the facility agreement is expected in September 2025.
The Group continuously tests its self-imposed limitations, LTV and ND/NRI, to ensure that additional bank loans raised, to fund commitments due, do not place the Group at undue risk. All bank loans have interest rate cap instruments in place to further protect the Group agains t potential increasing interest rates.
Below are the details on the movements in unsecured and secured debt in place, covenant compliance and information on weighted average margins and remaining terms of loans.
{56}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Unsecured fixed coupon notes (Bonds)
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Opening balance | 212,503 | 290,836 | |
| Changes from financing cash flows | |||
| Bonds repurchased | - | (73,187) | |
| Coupon payment | (9,946) | (10,877) | |
| Transaction costs paid for repurchase and exchange of bonds | - | (466) | |
| Non cash-flow movements | |||
| Finance costs | 9 | 10,737 | 13,666 |
| Accrued coupon on bonds | 9,946 | 10,763 | |
| Amortisation of bonds discount | 380 | 1,192 | |
| Amortisation of capitalised borrowing costs | 411 | 1,245 | |
| Transaction costs for repurchase and exchange of bonds | - | 466 | |
| Nominal value of bonds issued | - | 40,223 | |
| Nominal value of bonds exchanged | - | (40,223) | |
| Bond repurchase gain | - | (7,469) | |
| Closing balance | 213,294 | 212,503 |
The Group issued, in May 2021, unsecured fixed coupon notes (bonds) to the value of €300,000 thousand. The 5-year Eurobonds maturing on 19 May 2026, listed on Euronext Dublin, carrying a 4.25% fixed coupon, were issued at 98.903% of nominal value.
The bond proceeds were used to refinance Eligible Projects in accordance with the Group's Green Financing Framework, to repay bank loans secured against investment properties in CEE, and for the Spark II Portfolio acquisition.
During December 2023, the Group repurchased bonds for a consideration of $\in$ 73,187 thousand at a 9.26% discount to their nominal value of $\in$ 80,656 thousand. Coupon payments in respect of the bonds repurchased, accrued up to the date of repurchase, amounted to $\in$ 1,948 thousand.
Additionally, in April 2024, the Group issued €40,223 thousand in unsecured notes carrying a 6.5% coupon, maturing in April 2029. This was achieved via a private placement subscribed to by an existing noteholder and settled by exchanging the same notional in notes maturing in May 2026. Coupon payments in respect of the bonds exchanged amounted to €1,597 thousand. This transaction was accounted as an extinguishment and new issue in accordance with IFRS 9. Both the repurchased and exchanged notes transactions proportionally accelerated amortisation of bond discounts and capitalised borrowing costs at their respective implementation dates.
Bonds overview
| Corporate f | rporate family rating Bond rating | On 30 June 2025 | On 30 June 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Carrying | Market | Carrying | Market | |||||||
| В | onds | Moody's 1 | Fitch 2 | Moody's 1 | Fitch 2 | value | price | value | price | |
| 4. (X M |
IAS Securities B.V. .25% due 19 May 2026 (\$2339025277) IAS Securities B.V. .50% due 25 Apr 2029 |
B1 (positive outlook) |
BB- (negative outlook) |
B2 (positive outlook) |
B+ (negative outlook) |
172,598 | 95.74% | 171,807 | 93.52% | |
| (X | (S2811552459) | 40,696 | 85.56% | 40,696 | 87.95% |
<sup>1 Both Moody's ratings were placed on review for downgrade during July 2025.
The Group's liability towards bondholders does not vary in line with the market price of listed notes, as on contractual maturity of the bonds, the bond issuer is liable to redeem the notes at their nominal value.
<sup>2 Both Fitch ratings remain on Rating Watch Negative.
{57}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Summary of terms and covenants
closed on both IFRS and proportionate consolidation bases, as follows.
| On 30 June 2025 | On 30 June 2024 | ||||
|---|---|---|---|---|---|
| Tolerances | Proportionate | Proportionate | |||
| IFRS | consolidation basis | IFRS | consolidation basis | ||
| Bond 4.25% due 19 May 2026 | |||||
| shall not exceed | |||||
| Solvency Ratio | 0.6 | 0.30 | 0.31 | 0.29 | 0.29 |
| Consolidated Coverage Ratio | at least 2.5:1 | 3.63 | 3.84 | 3.70 | 3.90 |
| Unencumbered Consolidated Total Assets /Unsecured | |||||
| Consolidated Total Debt | minimum 180% | 406% | 402% | 422% | 440% |
| Bond 6.50% due 25 Apr 2029 | |||||
| shall not exceed | |||||
| Solvency Ratio | 0.6 | 0.30 | 0.31 | 0.29 | 0.29 |
| Adjusted Consolidated Coverage Ratio¹ | at least 2.8:1 | n/a | 2.95 | n/a | 3.22 |
| Unencumbered Consolidated Total (Adjusted) Assets | |||||
| /Unsecured Consolidated Total Debt¹ | minimum 120% | n/a | 254% | n/a | 308% |
1 The Adjusted Consolidated Coverage Ratio and Unencumbered Consolidated Total (Adjusted) Assets /Unsecured Consolidated Total Debt ratios are only measured on a proportionate consolidation basis. Should the Group declare and pay a dividend in respect of a period in which Adjusted Consolidated Coverage Ratio is below 2.8 times, a put option would be triggered, potentially requiring the Group to immediately redeem this bond.
Secured bank loans and unsecured revolving credit facility
value of bank loans and revolving credit facility is detailed below.
| On | On | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Opening balance | 262,908 | 153,729 | |
| Changes from financing cash flows | |||
| Drawdowns of bank loans | 90,500 | 136,000 | |
| Repayment of capital on bank loans | (11,794) | (21,755) | |
| Repayment of bank revolving credit facility | - | (5,000) | |
| Transaction costs relating to bank loans paid | (1,610) | (1,891) | |
| Interest paid on bank loans | (19,088) | (12,434) | |
| Non cash-flow movements | |||
| Finance costs | 9 | 19,295 | 14,259 |
| Closing balance | 340,211 | 262,908 |
Secured bank loans
Bank loans include current and non- 340,184 889 thousand) secured against CEE and WE investment properties 58,824 thousand (30 June 2024: 715,846 thousand).
against investment property on a facility concluded on 27 June 2024. On 11 November 2024 the Group concluded an agreement for a top-up to its existing syndicated loan facility agreement and included under the same facility two additional properties, secured against investment properties. The additional funds were drawn on 12 December 2024.
During the financial year to 30 June 2025 11,094 thousand in respect of bank loans secured against CEE investment properties and repaid 700 thousand in respect of a bank loan secured against a WE investment property held for sale.
Unsecured revolving credit facility
During the financial year to 30 June 2024, the Group repaid , replenishing the revolving credit facility to its available thousand. There were no movements during the financial year to 30 June 2025.
The revolving credit facility expires during November 2025. The extension of this facility is under discussion.
The fair values of secured bank loans and unsecured revolving credit facility are reasonably approximated by their carrying values.
Fixed and variable debt
The Group is subject to both fixed and variable interest rates on its borrowings, as detailed below.
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Fixed debt (unsecured fixed coupon notes) | 213,294 | 212,503 | |
| Variable/hedged debt | 340,211 | 262,908 | |
| 553,505 | 475,411 |
{58}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Terms in respect of bank debt are disclosed below.
| Weighted average remaining term | ||||||
|---|---|---|---|---|---|---|
| On | On | On | On | Significant terms | ||
| Segment | Currency | 30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | and conditions |
| CEE | 3.18% + | 2.77% + | All loans are secured | |||
| Hedged debt | EUR | 3.97 years | 5.05 years | 3-month EURIBOR¹ | 3-month EURIBOR¹ | against specific |
| WE Hedged debt |
EUR | 1.42 years | 2.42 years | 3.63% + 3-month EURIBOR¹ |
3.63% + 3-month EURIBOR¹ |
investment properties. |
| Co Variable debt (unsecured revolving credit |
3.98% + | 2.98% + | ||||
| facility) | EUR | 0.40 years | 1.40 years | 3-month EURIBOR² | 3-month EURIBOR |
¹ The Group hedges its bank loans interest rate exposure using instruments in the form of interest rate caps. For all reported periods the CEE and WE bank loans are fully hedged.
On 30 June 2025 and 30 June 2024, the Group has complied with all debt covenants.
16.2. Trade and other payables
| Note | On 30 June 2025 |
On 30 June 2024 |
|
|---|---|---|---|
| Financial liabilities | |||
| Trade payables¹ | 12,528 | 9,707 | |
| Security deposits from tenants | 2,483 | 1,805 | |
| Construction payables | 1,025 | 3,602 | |
| Security deposits from construction suppliers | 454 | 799 | |
| Other payables | 379 | 735 | |
| Lease liability | 225 | 223 | |
| 17,094 | 16,871 | ||
| Non-financial liabilities | |||
| Deferred income² | 6,631 | 6,551 | |
| Current tax payable | 1,149 | 2,175 | |
| VAT payable | 991 | 1,188 | |
| 8,771 | 9,914 | ||
| Trade and other payables | 25,865 | 26,785 |
¹ Trade payables include amounts accrued or payable to property vendors.
The fair value of trade and other payables is reasonably approximated by their carrying value.
17. Classification, valuation and offsetting of financial assets and financial liabilities
Accounting policy
The Group uses observable market data as far as it is available to measure the fair values of assets and liabilities. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation technique as disclosed below.
- 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: Inputs for the asset or liability that are not based on observable market data.
Where the inputs used in the valuation technique fall into more than one category in the fair value hierarchy, the asset or liability is categorised into the lowest level input that is significant in the valuation of that asset or liability.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting year during which the change occurred.
There were no transfers from/into each level during the current and comparative periods.
² The margin revolving credit facility (RCF)
* Weighted average margin includes the margin over 3-months EURIBOR on the reporting date as well as the annual amortisation of all transaction costs and hedging fees.
² Deferred income comprises advance payments from tenants, mostly in respect of rent, service charge and marketing contribution.
{59}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| Amortised | Non-financial | ||||||
|---|---|---|---|---|---|---|---|
| On 30 June 2025 | Note | Level 1 | Level 2 | FVTPL | cost | instruments | Total |
| Financial assets | |||||||
| PKM Development preferred equity | 15.5 | - | - | - | 545,975 | - | 545,975 |
| Financial investments | 15.2 | 47,893 | - | 47,893 | - | - | 47,893 |
| Trade and other receivables | 15.3 | - | - | - | 14,346 | - | 14,346 |
| VAT receivable, prepayments, contract assets | |||||||
| and lease incentive accruals | 15.3 | - | - | - | - | 3,964 | 3,964 |
| Equity-settled share-based payment assets | 13; 15.3 | - | - | - | - | 69 | 69 |
| Interest rate derivatives | 13 | - | 2,021 | 2,021 | - | - | 2,021 |
| Other non-current assets | 13 | - | - | - | 1,143 | 278 | 1,421 |
| Cash and cash equivalents | 15.4 | - | - | - | 137,186 | - | 137,186 |
| 47,893 | 2,021 | 49,914 | 698,650 | 4,311 | 752,875 | ||
| Financial liabilities | |||||||
| Bonds | 16.1 | - | - | - | 213,294 | - | 213,294 |
| Bank loans | 16.1 | - | - | - | 340,211 | - | 340,211 |
| Trade and other payables | 16.2 | - | - | - | 17,094 | - | 17,094 |
| Deferred income, VAT payable and tax payable | 16.2 | - | - | - | - | 8,771 | 8,771 |
| Other non-current liabilities | 14 | - | - | - | 6,433 | - | 6,433 |
| - | - | - | 577,032 | 8,771 | 585,803 |
| Amortised | Non-financial | ||||||
|---|---|---|---|---|---|---|---|
| On 30 June 2024 | Note | Level 1 | Level 2 | FVTPL | cost | instruments | Total |
| Financial assets | |||||||
| PKM Development preferred equity | 15.5 | - | - | - | 467,496 | - | 467,496 |
| Trade and other receivables | 15.3 | - | - | - | 13,911 | - | 13,911 |
| VAT receivable, prepayments, contract assets | |||||||
| and lease incentive accruals | 15.3 | - | - | - | - | 3,700 | 3,700 |
| Equity-settled share-based payment assets | 13; 15.3 | - | - | - | - | 475 | 475 |
| Interest rate derivatives | 13 | - | 6,353 | 6,353 | - | - | 6,353 |
| Other non-current assets | 13 | - | - | - | 1,164 | 593 | 1,757 |
| Cash and cash equivalents | 15.4 | - | - | - | 81,302 | - | 81,302 |
| - | 6,353 | 6,353 | 563,873 | 4,768 | 574,994 | ||
| Financial liabilities | |||||||
| Bonds | 16.1 | - | - | - | 212,503 | - | 212,503 |
| Bank loans | 16.1 | - | - | - | 262,908 | - | 262,908 |
| Trade and other payables | 16.2 | - | - | - | 16,871 | - | 16,871 |
| Deferred income, VAT payable and tax payable | 16.2 | - | - | - | - | 9,914 | 9,914 |
| - | - | - | 492,282 | 9,914 | 502,196 |
The fair value of all financial instruments is substantially in line with their carrying amount as reflected on the consolidated statement of financial position, except for the bonds and the preferred equity. However, the fair value of bonds and preferred equity might not be relevant, as with respect to the bonds the liability towards bondholders would not vary in line with the market price of its listed notes, and with respect to the preferred equity including any unpaid coupon, the Group intends to hold the preference shares until maturity and collect all principal and coupons outstanding.
Fair valuation of bond
The MAS bond maturing 19 May 2026 traded at 95.74% of its nominal value on 30 June 2025 (30 June 2024: 93.52%), while the MAS bond maturing 25 April 2029 traded at 85.56% of its nominal value on the same date (30 June 2024: 87.95%).
Classification and fair valuation of preferred equity and revolving credit facility
The preferred equity and revolving credit facility committed to PKM Development are held at amortised cost. The fair value of the preferred equity has been measured in accordance with IFRS 13, applying appropriate valuation techniques and classified within Level 3 of the fair value hierarchy, reflecting the use of significant unobservable inputs.
On 30 June 2025, the fair value of the preferred equity was determined based on a conservative approach by applying the discount rate used by independent external valuers for valuing Romanian real estate properties, resulting in 88.5 accrued coupon must be settled in full before any surplus capital is distributed to ordinary shareholders. Should a discount rate aligned to the coupon rate be used, the fair value would approximate the amortised cost, due to the effects of compounding the coupon yearly. Compounding increases the total coupon obligation over the life of the investment, which has a direct impact on the expected cash flows and therefore increases the fair value of the instrument.
Changes in the fair value of the preferred equity within Level 3 measurement includes the effects of changes in market conditions and assumptions related to discount rates and payment priority, as described above.
The Group has performed a sensitivity analysis to key unobservable inputs, applying the 30 June 2024 approach (i.e. considering payment of capital distributions before servicing the accrued coupon), resulting in a fair value of 69.6% of
{60}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Level 2 financial instruments
The CEE and WE secured external debt facilities 340,184 thousand have interest rate caps in place to hedge the interest rate exposure, refer to note 16.1. The fair value of the interest rate caps on 30 June 2025 2,072 thousand ).
Valuation techniques and observable inputs
The following table shows the valuation technique used to measure financial instruments held at fair value as well as the observable inputs used for level 2 financial instruments.
On 30 June 2025 and on 30 June 2024
| Financial | Inter-relationship between inputs and | ||
|---|---|---|---|
| instrument | Valuation technique | Inputs | fair value measurement |
| The estimated fair value would increase/(decrease) if: |
|||
| Interest rate | The fair value is based on discounting future cash | - 3-month EURIBOR | - 3-month EURIBOR forward curve would |
| derivatives asset |
flows using the interest rate curves. | - Cap rate | increase/ (decrease) |
18. Equity
18.1. Share capital, share premium and treasury shares
The reconciliation of share capital, share premium and treasury shares is detailed below.
| Share capital |
Share premium |
Treasury shares | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Note | No of shares | No of shares | No of shares | |||||
| Balance on 30 June 2023 | 716,145,729 | 7,161 | 647,482 | (28,238,837) | (31,184) | 687,906,892 | 623,459 | |
| Geared share purchase plan shares forfeited Geared share purchase plan shares brought back in the |
18.2 | (1,783,484) | - | (1,529) | 1,783,484 | 1,529 | - | - |
| scheme | 18.2 | 1,783,484 | - | 1,435 | (1,783,484) | (1,435) | - | - |
| Geared share purchase plan shares sold |
- | - | 37 | 138,457 | 77 | 138,457 | 114 | |
| Balance on 30 June 2024 | 716,145,729 | 7,161 | 647,425 | (28,100,380) | (31,013) | 688,045,349 | 623,573 | |
| Balance on 30 June 2025 | 716,145,729 | 7,161 | 647,425 | (28,100,380) | (31,013) | 688,045,349 | 623,573 |
The table below discloses the IFRS net asset value per share and MAS TNAV per share.
| On | On | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Number of ordinary shares in issue | 688,045,349 | 688,045,349 | |
| IFRS Net Asset Value per share (eurocents) | 176.2 | 157.9 | |
| MAS TNAV per share (eurocents) | 3 | 186 | 166 |
Share capital
On 30 June 2025 and 30 June 2024, the issued and fully-paid share capital value was
Treasury shares - shares repurchased
On 30 June 2025 and 30 June 2024 MAS held as treasury shares the 16,586,906 own issued shares repurchased (2.3% of the Company's issued share capital, ) via one of its subsidiaries. (2.3% of subscribed share capital). The shares are not cancelled, consequently the cost of shares repurchased, , were deducted from the equity attributable to the owners of the Group, as treasury shares.
Treasury shares - geared share purchase plan shares
During the period to 30 June 2025, there were no movements in the geared share purchase plan.
During the financial year to 30 June 2024, 1,783,484 allocated geared share purchase plan shares were forfeited following the departure of share purchase plan participants and subsequently returned to the scheme. The shares were forfeited at their initial issue price and returned to the scheme at the five-day weighted average share price on the date of their departure 94 thousand being reflected as a share premium reduction.
Of the total shares brought back into and 1,366,065 shares
Additionally, 138,457 unlocked geared share purchase plan shares were sold by participants that elected to sell unlocked shares . The was deducted from the treasury shares balance.
Distributions
are entitled to distributions, if and when declared by the Board may be paid by the Company from retained earnings or as a return of capital.
No distributions were paid by the Group for both current and comparative period.
{61}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
18.2. Share-based payment arrangements
On 30 June 2025, the Group had the following share-based payment arrangements:
- Incentive Share Participants, and
- Geared share purchase plan.
PK Prepaid Development Services expired during December 2024.
The Incentive Share Participants is a remaining arrangement as a result of the 2019 Transaction.
Incentive Share Participants
In accordance with the terms of the 2019 Transaction, Prime Kapital had placed 5% (3,350,000 shares) of the Consideration Shares in reserve to be allocated to existing and future staff members and service providers, who directly or indirectly provide services to or for the benefit of MAS through the Property res are held in a trust for the benefit of Incentive Share Participants. The shares are treated as equity share- -based
The terms have been communicated to participants and the grant date was determined as 1 September 2020 with a grant date fair share. ervice asset is released to the statement of profit or loss as a share-based payment expense over the vesting period.
For the year to 30 June 2025, the Incentive Share Participants share-based payment expense 406 thousand (30 June 2024 370 thousand).
The remaining prepaid balance is allocated between non-current and current assets based on the expected remaining vesting period. The non-current prepaid employee service asset on 30 June 2025 was nil (30 June 2024 125 thousand), refer to note 13. The current prepaid employee service asset is included in trade and other receivables and amounted 69 thousand on 30 June 2025 (30 June 2024: 350 thousand).
PK Prepaid Development Services
In accordance with the terms of the 2019 Transaction, Prime Kapital committed to provide property development services in relation to the refurbishment,
share-based payment (prepayment for development services) had been recognised at the 27 November 2019 transaction date for the 8,813,237 Consideration Shares allocated to these development services.
Services had to be performed in a 5-year period from the Transaction date (also considered the vesting period) and the related prepayment reduced with the difference between the market value and the cost of services received, as and when services are received.
Management performed annual impairment tests for the prepaid services. During the financial year to 30 June 2025, the Group utilised more of the related (30 June 2024: 184 thousand).
As the vesting period elapsed in December 2024, no further development service commitments are in place.
Geared share purchase plan
Eligible members of staff invited to participate in the geared share purchase plan are awarded loans to acquire Company shares at the five-day volume weighted average price of a share on the JSE, immediately preceding the grant date. The loans attract inte of debt and are non-recourse loans.
Shares are unlocked in accordance with the scheme rules, and participants may only dispose of unlocked shares. Locked shares are forfeited, without compensation, if a participant leaves the Group prior to unlocking. Participants in the geared share purchase plan are entitled to receive dividend payments less interest accumulated on applicable loans. Proceeds from any disposal of unlocked shares are initially used to repay the corresponding loan and accrued, but unpaid, interest, with the surplus distributed to the participant.
As the shares granted relate to multiple service periods, the awards have a gradual vesting pattern whereby each tranche relating to a particular service period is recognised as an expense in profit or loss over that service period.
During the financial year to 30 June 2025, certain participants waived any and all future benefits attributable to 1,458,313 geared share purchase plan shares (30 June 2024: 1,330,484 geared share purchase plan shares) and the corresponding share- was reversed
Below is a reconciliation showing the impact of the geared share purchase plan on the share-based payment reserve; a reconciliation of outstanding loans and number of shares, including grant date fair values and the remaining loan terms.
Reconciliation of share-based payment reserve
| Year to | Year to | ||
|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |
| Opening balance | 2,014 | 1,602 | |
| Share-based payment recognised during the financial year | 47 | 449 | |
| Distribution of gains on unlocked shares sold | - | (37) | |
| Closing balance | 2,061 | 2,014 |
{62}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Reconciliation of outstanding loans and shares relating to the Geared share purchase plan
| On 30 June 2025 | Geared share purchase plan | |||
|---|---|---|---|---|
| Number of shares | Weighted average share price |
Weighted average loan per share |
||
| Opening outstanding balance Interest Share price movement |
9,863,474 - - |
- | - | |
| Closing outstanding balance Exercisable |
9,863,474 1,752,232 |
|||
| On 30 June 2024 | Number of shares | Geared share purchase plan Weighted average share price |
Weighted average loan per share |
|
| Opening outstanding balance Shares sold Forfeited Interest Share price movement |
10,001,931 (138,457) (1,783,484) 417,419 1,366,065 - - |
- - - - - |
- | |
| Closing outstanding balance Exercisable |
9,863,474 1,036,918 |
1,650,000 shares forfeited during the financial year to 30 June 2023 were held for sale. As the shares have not been sold and the related loans not settled by 30 June 2025 erage loan per share.
The remaining term of the loans in relation to the geared purchase plan is disclosed below.
| On | On | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Shares granted | 5.17 - 8.76 years | 3.83 - 9.76 years |
18.3. Earnings per share
IFRS Basic earnings per share
The computation of IFRS basic earnings per share is based on the profit attributable to ordinary shareholders and the IFRS weighted-average number of ordinary shares outstanding on the relevant date computed as the weighted-average of ordinary shares in issue including shares held by associates and excluding shares held as treasury shares (repurchased shares not cancelled and share purchase plan shares).
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Opening issued ordinary shares^ | 634,454,070 | 659,507,502 |
| Effect of shares purchased by the investee^ | (3,004,620) | (7,272,771) |
| Effect of unlocked shares sold | - | 70,363 |
| IFRS Weighted-average number of ordinary shares (basic)^ | 631,449,450 | 652,305,094 |
^ See note 22 for details of the restatement of prior period IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Profit from continuing operations attributable to owners of the Group | 125,186 | 121,174 |
| (Loss)/profit from discontinued operations attributable to owners of | ||
| the Group | (219) | 2,009 |
| IFRS Weighted-average number of ordinary shares (basic)^ | 631,449,450 | 652,305,094 |
| IFRS Basic earnings per share (eurocents)^ | 19.79 | 18.88 |
| IFRS Basic earnings per share (eurocents) - continuing operations^ | 19.83 | 18.58 |
| IFRS Basic earnings per share (eurocents) - discontinued operations^ | (0.04) | 0.30 |
^ See note 22 for details of the restatement of prior period IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
IFRS Diluted earnings per share
The computation of IFRS diluted earnings per share is based on the IFRS weighted average number of ordinary shares outstanding on the relevant date after adjusting for the effects of all potential dilutive ordinary shares.
of that period. The market if the share options quoted market prices at each reporting date and this value is compared to the loan per each share outstanding at the same date.
{63}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| IFRS Weighted-average number of ordinary shares (basic)^ | 631,449,450 | 652,305,094 |
| Effect of share options | 9,780,462 | 6,652,309 |
| IFRS Weighted-average number of ordinary shares (diluted)^ | 641,229,912 | 658,957,403 |
^ See note 22 for details of the restatement of prior periods IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
| Year to | Year to | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Profit from continuing operations attributable to owners of the Group | 125,186 | 121,174 |
| (Loss)/profit from discontinued operations attributable to owners of | ||
| the Group | (219) | 2,009 |
| IFRS Weighted-average number of ordinary shares (diluted)^ | 641,229,912 | 658,957,403 |
| IFRS Diluted earnings per share (eurocents)^ | 19.49 | 18.69 |
| IFRS Diluted earnings per share (eurocents) - continuing operations^ | 19.52 | 18.39 |
| IFRS Diluted earnings per share (eurocents) - discontinued operations^ | (0.03) | 0.30 |
^ See note 22 for details of the restatement of prior periods IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
Headline earnings and IFRS diluted headline earnings per share
| Year to 30 June 2025 |
Year to 30 June 2024 |
|||||
|---|---|---|---|---|---|---|
| Note | Gross | Net | Gross | Net | ||
| Profit for the year attributable to ordinary shareholders - | ||||||
| continuing operations | 125,186 | 125,186 | 121,174 | 121,174 | ||
| (Loss)/profit for the year attributable to ordinary | ||||||
| shareholders - discontinued operations | (219) | (219) | 2,009 | 2,009 | ||
| Adjusted for: | ||||||
| Fair value gain on investment property | 8 | (57,545) | (47,527) | (59,197) | (50,066) | |
| Reversal of impairment of share-based payment | ||||||
| prepayments | 18.2 | (39) | (39) | (184) | (184) | |
| Fair value gain on investment property in associate | (34,439) | (28,929) | (23,763) | (19,961) | ||
| Fair value loss on investment property held for sale | 8 | - | - | 350 | 350 | |
| Loss on disposal of subsidiary | 11.2 | 3,289 | 3,289 | - | - | |
| Gain on disposal of investment property held for sale | 11.2 | - | - | (23) | (23) | |
| Foreign exchange loss/(gain) previously recognised in OCI | ||||||
| recycled on disposal/liquidation of subsidiaries | 409 | 409 | (1,706) | (1,706) | ||
| Headline earnings | 36,642 | 52,170 | 38,660 | 51,593 | ||
| Headline earnings per share | ||||||
| IFRS Weighted-average number of ordinary shares (basic)^ | 631,449,450 | 652,305,094 | ||||
| Headline earnings per share (eurocents)^ | 8.26 | 7.91 | ||||
| IFRS Diluted headline earnings per share | ||||||
| IFRS Weighted-average number of ordinary shares (diluted)^ | 641,229,912 | 658,957,403 | ||||
| IFRS Diluted headline earnings per share (eurocents)^ | 8.14 | 7.83 |
^ See note 22 for details of the restatement of prior periods IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
The JSE Listings Requirements require the computation of headline earnings and IFRS diluted headline earnings per share and the disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the computation of IFRS Directors do not use headline earnings or headline earnings per share in their assessment .
19. Contingent assets and contingent liabilities
There are no contingent assets or contingent liabilities.
20. Commitments
The Group has committed to fund PKM Development through 7.5% cumulative preferred equity issued by PKM Development. The total commitment is On 30 June 2025, the commitment is fully drawn (30 June 2024 41.9million undrawn).
MAS provides applicable to preferred equity. On 30 June 2025 the revolving credit facility was undrawn.
MAS is entitled to give written notice to the DJV parties to liquidate the assets of, redeem the preferred equity, and voluntarily dissolve the DJV at any time starting with March 2035.
{64}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
On 28 February 2019, t in the terms of which it can sell to the Group three completed extensions to properties owned by the Group at an acquisition yield equating to the latest valuation yield of the relevant property. The put option is outside expected purchase, sale or usage requirements and cannot be settled on a net basis). Accordingly, it was not accounted for as a derivative financial instrument. Instead, the Group considered the principles of and concluded that no onerous contract should be recognised.
During the financial year to 30 June 2025, PKM Development sold one of these extensions to a third party as part of the transaction described in note 11.2 and exercised the put option for the remaining two completed extensions to properties. The acquisition of the two remaining extensions was completed on 31 July 2025 and the G
Future minimum lease payments
Dambovita Mall SRL was awarded, on 17 November 2017, the tender for 49-year building rights on a 6.88 ha land plot in Targoviste owned by the Dambovita . This fee is increased annually with inflation and is subject to a one-off increase of up to 20% on the tenth anniversary of the contract. The terms of the contract offer an option of extending the concession for a further 49 years. For lease liabilities related to the recognised concession agreement, refer to note 14.
21. Events after the reporting date
Rating review
d revised the outlook on both ratings to positive, reflecting improved governance and liquidity prospects linked to a proposed transaction between MAS and PK to terminate ratings on review rather than downgrade them.
As disclosed in note 20, on 31 July 2025, the Group acquired from PKM Development Ltd the remaining two extensions to its directly-owned properties, for
Conditional voluntary bid by PKI to acquire all MAS shares
On 15 August 2025, shareholders of MAS were informed that PKI voluntary bid was accepted in respect of a total of 100,594,974 MAS Shares (ordinary shares excluding treasury shares) (82,142,041 shares in exchange for the cash consideration and 18,452,933 shares in exchange for the consideration instruments (preference shares) issued as a result of the voluntary bid comprising 14.38% of MAS' issued share capital (excluding treasury shares). Following settlement, (i) PKI will collectively hold 254,093,543 MAS shares, being 36.32% of the issued share capital of MAS (excluding treasury shares); and (ii) PKI, together with other shareholders deemed to be concert parties under Maltese listings requirements, will jointly hold 49.4% of the issued share capital of MAS.
22. Critical accounting estimates, judgements and errors
icies and the reported amounts in the consolidated annual financial statements. The Directors continually evaluate these judgements and accounting estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses based on historical experience and on other factors that they believe to be reasonable under the circumstances. Actual results may differ from the judgements, estimates and assumptions.
The key judgements and accounting estimates are disclosed below.
Determination of whether investment property is classified as held for sale
The Group applies judgements to determine whether investment property meets the criteria to be classified as held for sale un -current assets financial year to 30 June 2025, management started a process to dispose of its Strip Malls in Romania. On 18 December 2024 an agreement was concluded for this transaction. As such, the IFRS criteria were considered as met and the properties were reclassified to investment property held for sale. The disposal was finalised on 31 January 2025, when all ownership, rights and obligations were transferred to the buyer.
Additionally, on 30 June 2025 two other properties were transferred to investment property held for sale (Nova Park and Flensburg Galerie) as a result of the active and structured plans to sell these properties.
Management assessed the IFRS 5 criteria for both Flensburg Galerie and Nova Park, and concluded all criteria was met for classification of both assets as held for sale, specifically management was committed to sell the properties; these were available for immediate sale; active marketing was ongoing and the sale was probable and expected to be completed within one year from the 30 June 2025 reporting date.
Determination of whether disposal of investment property represents discontinued operations
Management concluded that the sale of the Western European assets (excluding of Flensburg Galerie) represents an identifiable segment of the business and forms part of a co-ordinated disposal plan. Management remains committed to finalise the disposal plan. The WE assets segment that met the criteria treated as discontinued operations.
The Strip Malls and Nova Park did not meet the requirements of discontinued operations as these individually do not represent identifiable segments or business lines for the Group. Flensburg Galerie cannot be considered a major business line or segment anymore, thus not considered by management as discontinued operations.
Determination of whether MAS has control over the DJV
Management applied significant judgements to determine whether, in accordance with IFRS 10, MAS (the investor) controls the DJV (the investee), whether it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In accordance with IFRS 10, an investor controls an investee if and only if the investor has each of the following three elements of control:
- (a) power over the investee;
- (b) exposure, or rights, to variable returns from its involvement with the investee, and
- (c) the ability to use its power over the investee to affect the amount of the investor's returns.
s, management concluded MAS does not control the DJV. The analysis of power also indicates that there is no joint control as the power over the most relevant activities is held by Prime Kapital and it is not shared between MAS and PK. Furthermore, management also concluded that unanimous voting required in relation to restricted matters
{65}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
are not related to relevant activities, it is a protective right and does not create joint control. However, MAS does have significant influence over the DJV through its ability to appoint directors in proportion to its minority ordinary holding and through asset managing the DJV's completed/operational commercial properties.
The voluntary change in accounting policy is disclosed below.
Restatement of prior periods IFRS Weighted average number of ordinary shares due to a voluntary change in accounting policy.
During the financial year to 30 June 2025, the Company has changed its method of computing the IFRS Weighted average number of ordinary shares (WANOS) for the purpose of calculating Earnings and Diluted earnings per share.
In the absence of an IFRS that specifically applies to Group shares held by equity-accounted investees, management previously applied its judgement and concluded that the Group did not control the acquisition or disposal of Group shares held by its equity-accounted investees, and as such, the proportion of Group shares held by equity-accounted investees were not excluded from the WANOS computation.
The Group always excluded from WANOS scheme shares. These shares were considered as treasury shares in terms of IAS 33 Earnings per share.
With the DJV having significant influence over MAS during the current and previous period, management reassessed all accounting policies and IFRS requirements relating to crossholdings. There is no clear guidance in IFRS as to the treatment of Group shares held by equity -accounted investees. As MAS removes from its earnings all impact of these cross-holdings, management concluded that it would result in more reliable and relevant financial information to also remove from its WANOS the related proportion of shares indirectly, via its investment in DJV.
Under the new accounting policy, when computing the WANOS in issue, the Group considers as treasury shares also the proportion of MAS shares held by its equity-accounted investee.
The impact of this change was as follows:
Current period
The IFRS WANOS for the financial year to 30 June 2025, used for computing Earnings per share in accordance with IFRS, has been recomputed to reflect the exclusion of 40% of the MAS shares.
The recalculated IFRS WANOS is 631,449,450 compared to 688,045,349 under the previous policy.
The effect on IFRS Earnings per share in accordance with the new accounting policy compared to the previous policy is detailed below.
Current year
| Year to 30 June | |||
|---|---|---|---|
| 2025 | Year to 30 June 2025 | Effect on 30 June | |
| (as per new policy) | (as per previous policy) | 2025 | |
| IFRS Basic earnings per share (eurocents) | 19.79 | 18.16 | 1.63 |
| IFRS Basic earnings per share (eurocents) - continuing operations | 19.83 | 18.19 | 1.64 |
| IFRS Basic earnings per share (eurocents) - discontinued operations | (0.04) | (0.03) | (0.01) |
| IFRS Diluted earnings per share (eurocents) | 19.49 | 17.91 | 1.58 |
| IFRS Diluted earnings per share (eurocents) - continuing operations | 19.52 | 17.94 | 1.58 |
| IFRS Diluted earnings per share (eurocents) - discontinued operations | (0.03) | (0.03) | - |
| Headline earnings per share (eurocents) | 8.26 | 7.58 | 0.68 |
| IFRS Diluted headline earnings per share (eurocents) | 8.14 | 7.48 | 0.66 |
Prior period
The IFRS WANOS for year to 30 June 2024, used for computing Earnings per share in accordance with IFRS, were recomputed to reflect the exclusion of 40%
The recalculated IFRS WANOS for the year to 30 June 2024 is 652,305,094 compared to 687,977,255, under the previous accounting policy.
The IFRS Earnings per share for the prior period have been restated to reflect the new accounting policy, as follows:
Prior year
| Year to | Year to | ||
|---|---|---|---|
| 30 June 2024 | 30 June 2024 | Effect on 30 June | |
| (restated) | (as previously stated) | 2024 | |
| IFRS Basic earnings per share (eurocents) - total | 18.88 | 17.91 | 0.97 |
| IFRS Basic earnings per share (eurocents) - continuing operations | 18.58 | 17.61 | 0.97 |
| IFRS Basic earnings per share (eurocents) - discontinued operations | 0.30 | 0.30 | 0.00 |
| IFRS Diluted earnings per share (eurocents) - total IFRS Diluted earnings per share (eurocents) - continuing |
18.69 | 17.73 | 0.96 |
| operations IFRS Diluted earnings per share (eurocents) - discontinued |
18.39 | 17.44 | 0.95 |
| operations | 0.30 | 0.29 | 0.01 |
| IFRS Headline earnings per share (eurocents) IFRS Diluted headline earnings per share (eurocents) |
7.91 7.83 |
7.50 7.43 |
0.41 0.40 |
n equity and cash flows). The Directors do not use IFRS Basic earnings per share, IFRS Diluted earnings per share, IFRS Headline earnings per share or IFRS Diluted headline earnings per
{66}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
The key areas of estimation uncertainty are disclosed below.
Valuation of investment properties and investment properties held for sale
The Group uses external professional valuers to determine the fair values of investment properties. The external property valuation experts use recognised valuation techniques and apply the principles of IFRS 13 Fair Value Measurement .
All investment property in use is valued using the Income Method. For the financial years ended 30 June 2025 and 30 June 2024 respectively, the applied its and liabilities of ownership ng an exit, or terminal, value. As an accepted method within the Income Method to valuation, the DCF method involves the projection of a series of cash flows onto a real property interest. To these projected cash flow series, an appropriate, market-derived discount rate is applied to establish the present value of cash inflows associated with the real property. The duration of cash flows, and the specific timing of inflows and outflows, are determined by events such as rent reviews, lease renewal and related lease-up periods, re-letting, redevelopment or refurbishment. The appropriate duration is typically driven by market behaviour. In the case of investment property, periodic cash flow is typically estimated as gross income less vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance costs, agent and commission fees, and other operating and management expenses. The series of periodic net cash inflows, combined with the estimated terminal value anticipated at the end of the projection period, is then discounted. For all investment property in use, the current use equates to the highest and best use, however, the valuation o to be inaccurate. The methods and significant assumptions used by the valuers in estimating fair value are set out in note 11.
Valuation of financial instruments
In determining the fair value of financial instruments, that are not quoted on an active market, measured at fair value through profit or loss, the Group is required to make estimations of inputs in determining fair value.
Loan commitments
The Group has committed to finance PKM Development by investing in preferred equity or via the available revolving credit facility; refer to note 20. Judgements are made to assess the market related rate of these loan commitments, the expected credit loss on default and the probability of default. To calculate the fair value of these preferred equity investments, management also has to apply judgements regarding timing of dividend/coupon distributions, timing of preferred equity redemptions and an appropriate discount rate to use.
23. Financial risk management
The Group is exposed to the following risks from its use of financial instruments:
- Liquidity risk;
- Market price risk;
- Interest rate risk: fair value interest rate risk and cash flow interest rate risk;
- Foreign exchange risk; and
- Credit risk.
Liquidity risk
The risk that the Group will encounter difficulty in meeting its obligations associated with its financial liabilities arises when the maturity of assets and liabilities do not match. An unmatched position potentially enhances profitability but can also increase the risk of losses. The Group has an internal treasury function focused on ensuring the efficient and prudent use of cash and availability of working capital, including future cash flows and liabilities.
The main liquidity risk inherent in the business is derived from the changes in the debt markets and the increased cost of current and future anticipated debt funding.
Following a strategic review in June 2023, a revised debt management plan was put in place to raise bank funding secured against all of MAS' unencumbered properties in CEE aimed at reducing refinancing risks associated with its bond maturity in May 2026 (note 16.1) and its funding commitments to the same date, as well as suspension of dividend payments to cover the shortfall.
Significant progress has been made since the initiation of the debt management plan, with the bond refinancing risk being further reduced by a bond buyback in December 2023 and a bond exchange in April 2024 (note 16.1). Disposal of its financial investments in NEPI Rockcastle N.V. and collected proceeds on WE disposals during the financial year to 30 June 2024, positively contributed and assisted in maintaining adequate cash resources.
During the 2025 financial year, the Group invested in BlackRock ICS Euro Government Liquidity Fund Core. These funds collect liquidity from its investors through issuance of shares and place the liquidity in short-term money market instruments (note 15.2). secured against investment properties, interest exposure being capped in line with the
Proceeds on disposal of Strip Malls additionally s planned, Flensburg Galerie and Nova Park being actively marketed for sale (note 11.2).
respect of a loan secured on a Romanian property currently maturing in December 2025. Signing and drawing down on the facility remains subject to final terms being agreed and conditions precedent being fulfilled. On 30 June 2025, the Group had an . The facility expires by the end of the 2025 calendar year and is in progress of being extended. -term funding commitments are sufficiently covered. To protect the Group against risks brought about by taking on high levels of debt capital, the Group has a self-imposed maximum loan-to-value ratio of 35% (see capital management note).
Further information pertaining to debt, liquidity and prospects is included in the Directors' commentary.
The following reflects contractual maturities of payments and includes interest and bond coupon payments for the entire duration of contractual maturities, where applicable.
{67}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| On 30 June 2025 | Note | 1-6 months | 6-12 months | 1-3 years | >3 years | Total |
|---|---|---|---|---|---|---|
| Capital commitments | 20 | 30,000 | - | - | - | 30,000 |
| - PKM Development preferred equity | - | - | - | - | - | |
| - PKM Development revolving credit facility | 30,000 | - | - | - | 30,000 | |
| Bonds | - | 182,464 | 5,236 | 42,837 | 230,537 | |
| Bank loans | 37,338 | 10,855 | 164,138 | 187,646 | 399,977 | |
| Trade and other payables | 17,094 | - | - | - | 17,094 | |
| 84,432 | 193,319 | 169,374 | 230,483 | 677,608 | ||
| On 30 June 2024 | Note | 1-6 months | 6-12 months | 1-3 years | >3 years | Total |
| Capital commitments | 20 | 71,933 | - | - | - | 71,933 |
| - PKM Development preferred equity | 41,933 | - | - | - | 41,933 | |
| - PKM Development revolving credit facility | 30,000 | - | - | - | 30,000 | |
| Bonds | - | 9,947 | 185,078 | 45,459 | 240,484 | |
| Bank loans | 13,008 | 12,209 | 83,950 | 234,962 | 344,129 | |
| Trade and other payables | 16,871 | - | - | - | 16,871 | |
| 101,812 | 22,156 | 269,028 | 280,421 | 673,417 |
By 30 June 2025, preferred equity has been fully invested in DJV . The maturity disclosure for prior period , there was no limit on the number of preferred equity issues that could be made until the end of the contractually agreed period (i.e. 2030), except that if funding was requested, but not immediately available, the Group's funding obligations were -month basis.
Market price risk
The risk that the market price of an investment or financial instrument will fluctuate due to changes in market interest rates, market factors specific to the security or its issuer or factors generally affecting all such investments.
The risk for the Group arises as a result of an imbalance between supply and demand for the relevant investments and financial instruments in the portfolio, which could potentially lead to a disorderly market. Market price risk is mitigated through a combination of extensive initial market research prior to the asset acquisition and ongoing monitoring of the share price of the listed real estate equity securities.
On 30 June 2025, the Group held investments in money market funds, thus the market risk exposure was to direct financial investments ,893 thousand. The money market funds the Group has invested in have access to wholesale markets. The investments assists the Group in gaining higher yields than bank deposits with similar or better risk conditions. The investment funds have l based on NAV performance) and are AAA credit rated.
Interest rate risk
rivatives (caps or swaps) used to hedge against adverse movements in interest rates, if applicable.
The carrying amount of assets and liabilities affected by interest risk are as follows below.
| Assets |
|---|
| Liabilities |
| On 30 June 2025 | |||||
|---|---|---|---|---|---|
| Variable | No | Non-financial | |||
| Fixed rate | rate | exposure | instruments | Total | |
| Assets | |||||
| Financial assets | 545,975 | - | - | - | 545,975 |
| Financial investments: money market funds | - | 47,893 | - | - | 47,893 |
| Other non-current assets (Interest rate caps) | - | 2,021 | - | - | 2,021 |
| Trade and other receivables | - | 51 | 14,295 | 4,033 | 18,379 |
| Cash and cash equivalents | - | 137,186 | - | - | 137,186 |
| 545,975 | 187,151 | 14,295 | 4,033 | 751,454 | |
| Liabilities | |||||
| Bonds | 213,294 | - | - | - | 213,294 |
| Bank loans | - | 340,211 | - | - | 340,211 |
| Trade and other payables | - | - | 17,093 | 8,772 | 25,865 |
| 213,294 | 340,211 | 17,093 | 8,772 | 579,370 |
{68}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| On 30 June 2024 | |||||
|---|---|---|---|---|---|
| No | Non-financial | ||||
| Fixed rate | Variable rate | exposure | instruments | Total | |
| Assets | |||||
| Financial assets | 467,496 | - | - | - | 467,496 |
| Other non-current assets (Interest rate caps) | - | 6,353 | - | - | 6,353 |
| Trade and other receivables | - | - | 13,911 | 4,050 | 17,961 |
| Cash and cash equivalents | - | 81,302 | - | - | 81,302 |
| 467,496 | 87,655 | 13,911 | 4,050 | 573,112 | |
| Liabilities | |||||
| Bonds | 212,503 | - | - | - | 212,503 |
| Bank loans | - | 262,908 | - | - | 262,908 |
| Trade and other payables | - | - | 16,871 | 9,914 | 26,785 |
| 212,503 | 262,908 | 16,871 | 9,914 | 502,196 |
6.1.
Fair value sensitivity for fixed rate instruments
The Group does not account for any fixed rate debt and the fixed coupon on preferred equity at fair value through profit or loss. Therefore, a change in interest rates would not affect profit or loss. Refer to notes 16 and 17.
Cash flow sensitivity for variable rate instruments
For the financial year to 30 June 2025, if interest rates had been 50 basis points higher/lower, with all other variables held constant, pre-tax profit for the year 1,048 thousand (30 June 2024 710 thousand) lower/higher, arising mainly as a result of the higher/lower interest expense on variable borrowings. This sensitivity analysis assumes that all other variables remain constant.
Foreign exchange risk
The Group is exposed to currency risk as it holds both assets and liabilities denominated in currencies other than the euro, the presentation currency. The value of assets and liabilities denominated in other currencies will fluctuate due to changes in exchange rates. Currenc y risk is mitigated as management regularly monitors foreign exchange rates in relation to assets and liabilities. In addition, efforts are made to match foreign currency assets and liabilities to mitigate any foreign exchange risk.
On 30 June 2025, the Group had the following material currency exposures.
| GBP | PLN | BGN | RON | |
|---|---|---|---|---|
| Closing exchange rate | 1.1689 | 0.2357 | 0.5113 | 0.1969 |
| FINANCIAL INSTRUMENTS ASSETS |
||||
| Trade and other receivables | ||||
| Foreign currency | 241 | 4,853 | 3,565 | 38,575 |
| Euro equivalent | 282 | 1,144 | 1,823 | 7,597 |
| Cash and cash equivalents | ||||
| Foreign currency | 1,368 | 811 | 1,338 | 2,551 |
| Euro equivalent | 1,599 | 191 | 684 | 502 |
| FINANCIAL INSTRUMENTS LIABILITIES |
||||
| Trade and other payables Foreign currency |
715 | 4,255 | 1,657 | 63,192 |
| Euro equivalent | 836 | 1,003 | 847 | 12,445 |
| Total net financial asset exposure | ||||
| Foreign currency | 894 | 1,409 | 3,247 | (22,066) |
| Euro equivalent | 1,045 | 332 | 1,660 | (4,346) |
On 30 June 2024, the Group had the following material currency exposures.
| GBP | PLN | BGN | RON | |
|---|---|---|---|---|
| Closing exchange rate | 1.1815 | 0.2321 | 0.5113 | 0.2009 |
| FINANCIAL INSTRUMENTS ASSETS |
||||
| Trade and other receivables | ||||
| Foreign currency | 361 | 6,830 | 4,307 | 49,873 |
| Euro equivalent | 426 | 1,585 | 2,202 | 10,020 |
{69}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
| GBP | PLN | BGN | RON | |
|---|---|---|---|---|
| Cash and cash equivalents | ||||
| Foreign currency | 2,054 | 2,653 | 2,147 | 10,213 |
| Euro equivalent | 2,427 | 616 | 1,098 | 2,052 |
| FINANCIAL INSTRUMENTS LIABILITIES |
||||
| Trade and other payables | ||||
| Foreign currency | 1,329 | 6,864 | 4,506 | 91,438 |
| Euro equivalent | 1,570 | 1,593 | 2,304 | 18,371 |
| Total net financial asset/(liability) exposure | ||||
| Foreign currency | 1,086 | 2,619 | 1,948 | (31,352) |
| Euro equivalent | 1,283 | 608 | 996 | (6,299) |
If the euro had strengthened/weakened against other currencies used by the Group with all other variables held constant, pre -tax profit for the year would have varied as follows.
| 30 June 2025 | 30 June 2024 | |||||
|---|---|---|---|---|---|---|
| Movement | Strengthening | Weakening | Movement | Strengthening | Weakening | |
| GBP | 10% | (105) | 105 | 10% | (128) | 128 |
| PLN | 10% | (33) | 33 | 10% | (61) | 61 |
| BGN¹ | 0% | - | - | 0% | - | - |
| RON | 10% | 435 | (435) | 10% | 630 | (630) |
| 297 | (297) | 441 | (441) |
¹ The Bulgarian Lev is fixed to the euro exchange rate therefore no currency risk exposure is applicable.
This sensitivity analysis assumes that all other variables remain constant.
Credit risk
The Group is exposed to credit risk primarily as a result of its banking relationships, trade receivables and contract assets owed by tenants, and its investment in PKM Development preferred equity and revolving credit facility.
The carrying amount of gross financial assets represents the maximum credit risk exposure, as follows.
| Non-current financial assets |
|---|
| Current financial assets |
| Non-current financial assets |
|---|
| Current financial assets |
| On 30 June 2025 | |||
|---|---|---|---|
| Credit risk exposure | Non-financial instruments |
Total | |
| Non-current financial assets | |||
| Financial assets | 545,975 | - | 545,975 |
| 545,975 | - | 545,975 | |
| Current financial assets | |||
| Trade and other receivables | 16,623 | 4,033 | 20,656 |
| Financial investments: money market funds | 47,893 | - | 47,893 |
| Cash and cash equivalents | 137,186 | - | 137,186 |
| 201,702 | 4,033 | 205,735 | |
| 747,677 | 4,033 | 751,710 |
| On 30 June 2024 | ||||
|---|---|---|---|---|
| Non-financial | ||||
| Credit risk exposure | instruments | Total | ||
| Non-current financial assets | ||||
| Financial assets | 467,496 | - | 467,496 | |
| 467,496 | - | 467,496 | ||
| Current financial assets | ||||
| Trade and other receivables | 13,911 | 4,050 | 17,961 | |
| Cash and cash equivalents | 81,302 | - | 81,302 | |
| 95,213 | 4,050 | 99,263 | ||
| 562,709 | 4,050 | 566,759 |
Expected credit losses Preferred equity and revolving credit facility (Financial assets)
545,975 thousand (30 June 2024 (30 June 2024: undrawn) included within financial assets are with a single counterparty, PKM Development. By 30 June 2025, the entire preferred equity was issued and subscribed to by MAS.
On 30 June 2025, the Group has performed an expected credit loss assessment and concluded that there has not been a significant increase in credit risk in relation to PKM Development, and that any expected credit loss is not significant in the reporting periods.
{70}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
thousand, if the latter would be drawn.
The credit risk related to preferred equity and revolving credit facility is principally managed by assessing credit quality through quarterly reviews of PKM -annually reviewing property valuation reports. When determining whether the credit risk of the financial asset has increased significantly since initial recognition, the Group considers both quantitative and qualitative information that is reasonably available, such as: financial position, historic and future operating performance, payment delays, obligations, breaches and general economic and market conditions.
The Group has analysed the credit risk classification of this financial asset taking into consideration the recent developments, including the difference of opinion over the distribution mechanics and the migration of PKM Development to Malta.
As previously communicated by the Group, review of has highlighted a difference of opinion between MAS and Prime Kapital, specifically regarding the definition and calculation of what constitutes surplus capital and any payment of surplus capital and/or capital profits distributions in situations where coupon on preferred equity is in arrears. There was no escalation with respect to the difference the calculation mechanics.
Additionally, the existing perceived liquidity risk associated with the DJV, as in 2022, within the Spark II Transaction, it disposed of its main income-generating properties was considered in the assessment of credit risk. This risk is being mitigated fol -generating properties becoming operational. The newly operational income-generating properties also bring a substantial increase in operational results, significantly improving the This resulted in and as compared to 30 June 2024, significantly improving.
Following review on 30 June 2025, the Group concluded that there is no reasonable evidence indicating that DJV is unwilling or unable to meet its financial obligations or mitigate its liquidity risks. It is noted that DJV had, on 30 June 2025, its most significant income generating This assess ty and distributions, as well as the absence of escalation in the distribution difference of opinion.
Despite these positive developments, the Group applied prudence by adopting a higher probability of default for DJV, reflecting current macroeconomic uncertainties in Romania, including the downgrade of the sovereign credit outlook from stable to negative. However, this conservative adjustment did not
Consequently, the Group assessed credit risk on 30 June 2025 and whether it significantly increased since initial recognition and concluded that even considering all current complexities, credit risk remains at a stable level and similar to the one used for the 2024 financial year. Thus, the risk of default remains low (stage 1) in accordance with IFRS 9.
The expected loss rates were derived based on probability of default using the average default rates reported for credit rated companies similar to DJV Basel III IRB recommended benchmark for unsecured loans and the exposure at default was the total amount of preferred equity, including any coupon and revolving credit facility 30 June 2025. There is no historical loss experience on the preferred equity or revolving credit facility with DJV. Sensitivity analyses on key inputs probability of default and loss given default indicated no material impact on the expected credit loss estimate.
Based on the foregoing assessment, the Group concluded that no significant expected credit loss allowance is required on 30 June 2025.
Expected credit losses other financial instruments
deposits the majority of its cash and cash equivalents with banks and financial institutions which are rated investment grade. Approximately 95.2% of the 5 was held with banks rated investment grade (30 June 2024: 89.6%).
roup applied the simplified approach under IFRS 9 and measured the loss allowance using a provision matrix based on historical collection and default experience adjusted for forwardlooking factors in order to estimate the provision on initial recognition and throughout the life of the receivables at an amount equal to lifetime expected is not significant for the reporting periods.
5 and 30 June 2024 respectively and the corresponding historical credit losses experienced within these periods. The historical loss rates are adjusted to reflect current and forward-looking factors r trade receivables on 30 June 2025 amounts to 0.29% (30 June 2024: 0.35%). The analysis by credit quality of trade and other receivables, cumulated for rent and service charge is detailed below.
| Specific impairment of |
|---|
| On 30 June 2025 | ||||||
|---|---|---|---|---|---|---|
| More than 90 | ||||||
| Current | 0-30 days | 31-60 days | 61-90 days | days | Total | |
| Expected credit loss rate | 0.01% | 0.02% | 0.03% | 0.08% | 0.15% | 0.29% |
| Trade and other receivables gross | 9,677 | 765 | 126 | 119 | 2,368 | 13,055 |
| Specific impairment of receivables |
- | (63) | (45) | (28) | (2,136) | (2,272) |
| Loss allowance | (1) | - | - | - | (4) | (5) |
| Carrying amount | 9,676 | 702 | 81 | 91 | 228 | 10,778 |
{71}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| On 30 June 2024 | ||||||
|---|---|---|---|---|---|---|
| More than 90 | ||||||
| Current | 0-30 days | 31-60 days | 61-90 days | days | Total | |
| Expected credit loss rate | 0.02% | 0.02% | 0.03% | 0.10% | 0.17% | 0.35% |
| Trade and other receivables gross | 9,538 | 703 | 170 | 122 | 2,287 | 12,820 |
| Specific impairment of receivables |
- | (88) | (74) | (72) | (2,094) | (2,328) |
| Loss allowance | (2) | - | - | - | (4) | (6) |
| Carrying amount | 9,536 | 615 | 96 | 50 | 189 | 10,486 |
Movements in receivables allowance are disclosed in the table below.
| Year to 30 June 2025 |
Year to 30 June 2024 |
|
|---|---|---|
| Opening balance | (2,334) | (2,114) |
| Movement of bad debt allowance through profit and loss | ||
| Increase of receivables allowance - continued operations | (732) | (982) |
| Reversal of receivables allowance - continued operations | 788 | 742 |
| Reversal of receivables allowance - discontinued operations | - | 20 |
| Closing balance | (2,278) | (2,334) |
| Effect of trade receivables written off directly through profit and loss (with no effect in bad debt allowance balance) |
||
| Impairment of receivables - continuing operations | (123) | (188) |
| Reversal of impairment/(impairment) of receivables - discontinued | ||
| operations | 10 | (14) |
ing balances subsequent to financial year- t settled or in case of other breaches of contractual terms.
There is no other concentration of credit risks related to trade and other receivables, as the Group does not place reliance on a single counterparty. In order to manage the credit risk related to trade and other receivables, the Group continuously monitors the financial performance and reputation of its tenants. In computing the expected credit loss rates for trade and other receivables, the Group considers the historic loss rates and adjusts for forward-looking macroeconomic data. There are no material impairment losses.
Capital management
es to provide and maximise longterm returns for shareholders and benefits for other stakeholders.
During the financial year to 30 June 2025 -to- both IFRS and proportionate consolidated accounting bases.
6.3% on 30 June 2024 to 23.2% on 30 June 2025.
The Group weighted average debt maturity decreased from 3.8 years on 30 June 2024 to 2.9 years on 30 June 2025.
{72}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
24. Related parties
Parent and ultimate controlling party
The Group has no ultimate controlling party but is controlled by its ordinary shareholders in aggregate.
Key management
Key management consists of the Executive and Non-Executive D
Transactions with key management
Year to 30 June 2025
| Role | During the financial year |
Basic salary |
Benefits | Short term incentive |
Long term incentive |
Tax | Sub Total |
IFRS 2 option expense |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Irina Grigore¹ | CEO | 271 | 108 | 30 | - | - | 409 | 155 | 564 | |
| Nadine Bird² | CFO | Resigned with effect from |
||||||||
| 30 June 2025 Appointed with |
354 | - | 150 | - | - | 504 | - | 504 | ||
| Bogdan-Ionut Oslobeanu² | CFO | effect from 1 July 2025 |
- | - | - | - | - | - | - | - |
| Executive Director |
||||||||||
| Stefan Briffa | and Company |
|||||||||
| Secretary | 84 | - | 40 | - | - | 124 | - | 124 | ||
| Werner Alberts | NED | 53 | - | - | - | 3 | 56 | - | 56 | |
| Brett Nagle³ | NED | Resigned | 7 | - | - | - | - | 7 | - | 7 |
| Claudia Pendred | NED | 49 | - | - | - | 5 | 54 | - | 54 | |
| Dan Pascariu | NED | 46 | - | - | - | 59 | 105 | - | 105 | |
| Mihail Vasilescu | NED | 50 | - | - | - | 64 | 114 | - | 114 | |
| Vasile Iuga | NED | 53 | - | - | - | 68 | 121 | - | 121 | |
| 967 | 108 | 220 | - | 199 | 1,494 | 155 | 1,649 |
compensate for additional living costs due to her residence in Malta.
Nadine resigned as MAS' CFO and Executive Director with effect from 30 June 2025 and Bogdan-Ionut Oslobeanu was appointed as CFO with effect from 1 July 2025.
-based compensation. Benefits previously allocated to Nadine became part of her fixed cashbased compensation effective 1 April 2024.
³ Effective 22 August 2024, Brett Nagle stepped down as Non-Executive Director. Figure shown on 'basic salary' column for Brett reflects the fixed cash-based compensation until his resignation.
4 Tax equalisation adjustment is aimed at ensuring equity between Board members, that Non- upwards, in cases where cumulated taxation effects on their compensation exceeds 30%.
{73}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
Year to 30 June 2024
| Role | During the financial year |
Basic salary |
Benefits | Short term incentive |
Long term incentive |
Tax equalisation6 |
Sub Total |
IFRS 2 option expense |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Irina Grigore¹ | CEO | 271 | 96 | 30 | - | - | 397 | 124 | 521 | |
| Nadine Bird² | CFO | 238 | 78 | 175 | - | - | 491 | (20) | 471 | |
| Executive Director and Company |
- | |||||||||
| Stefan Briffa³ | Secretary | Appointed | 65 | - | - | - | 65 | - | 65 | |
| Executive Director | Resigned | 22 | 24 | - | - | - | 46 | 8 | 54 | |
| Werner Alberts | NED | 51 | - | - | - | 3 | 54 | - | 54 | |
| Brett Nagle | NED | 47 | - | - | - | - | 47 | - | 47 | |
| Claudia Pendred | NED | 44 | - | - | - | 6 | 50 | - | 50 | |
| Dan Pascariu | NED | 44 | - | - | - | 56 | 100 | - | 100 | |
| Mihail Vasilescu | NED | 47 | - | - | - | 60 | 107 | - | 107 | |
| NED | Resigned | 20 | - | - | - | 1 | 21 | - | 21 | |
| Vasile Iuga | NED | 51 | - | - | - | 65 | 116 | - | 116 | |
| 900 | 198 | 205 | - | 191 | 1,494 | 112 | 1,606 |
- an allowance granted to compensate for additional living costs due to her residence in Malta. -term incentive.
- 78 thousand refer to an allowance granted to compensate for additional living costs due to her residence in Romania. Effective 4 April 2024 Nadine waived all her future benefits attributable to the Share Scheme shares she held. The Group granted her a short-
³ Effective 25 October 2023, Stefan Briffa was appointed Executive Director. Figure shown on 'basic salary' column for Stefan reflects fixed cashbased compensation since his appointment.
'benefits' and 'IFRS 2 option expense' comprises the Director's fixed cash-based compensation, benefits and share-based payments fo thousand refer to an allowance granted to compensate for additional living costs due to his residence in Malta.
Effective 11 December 2023, Pierre Goosen stepped down from the Board as Non-Executive Director.
6 Tax equalisation adjustment is aimed at ensuring equality between Board members, that Nonpany of Nonupwards, in cases where cumulated taxation effects on their compensation exceeds 30%.
{74}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Related party relationships
PKM Development Ltd. and its subsidiaries
PKM Development Ltd. is a company duly registered in Malta, and the holding company of the DJV. Its shareholders are:
- MAS via a wholly owned subsidiary, which holds (i) and (ii) 470,000,000 and
- Prime Kapital
PKM Development via one of its directly owned subsidiaries, PK Investments Limited owns shares in MAS; refer to note 12.
PK White SRL
PK White SRL owns the Pleiades residential project in Ploiesti.
PK Burgundy SRL
PK Burgundy SRL owns the extension of Baia Mare Value Centre, operational from 29 September 2022. The subsidiary was transferred to MAS on 31 January 2025, as described in note 20.
PK Almond SRL
PK Almond SRL owns the extension of Roman Value Centre, operational from 1 December 2022. The subsidiary was transferred to MAS on 31 January 2025, as described in note 20.
PK Arsenic SRL
PK Arsenic SRL owns the extension of Slobozia Value Centre (Strip Mall), operational from 31 May 2023, and sold to a third party effective 31 January 2025.
Prime Kapital Holdings Ltd
Prime Kapital Holdings Limited is an integrated real estate developer, investor and operator. Prime Kapital Holdings Ltd is a company incorporated in the Isle of Man, a subsidiary of Protected Cell Company (PCC), and is the general partner of the DJV, holding 30,000,000 ordinary shares, constituting 60% of the
Prime Kapital Development SRL
Prime Kapital Development SRL is a subsidiary of Prime Kapital Holdings Limited, providing construction and development services to the Group, if required, and to DJV for projects that are under development (extensions, refurbishments and others).
PK Property Management SRL
PK Property Management SRL is a subsidiary of Prime Kapital Holdings Limited, providing property management to the Group and to DJV for its operational properties.
All services are provided in accordance with the service agreements in place with each company, at a at a cost-plus margin.
{75}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
Related party transactions and outstanding balances.
| Income/(expenses) for | enses) for | Net (receipts)/payments for | yments for | Balances receivable/(payable) on | le/(payable) on | ||
|---|---|---|---|---|---|---|---|
| Year to | Year to | Year to | Year to | ||||
| Note | 30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | |
| PKM Development Ltd. and its subsidiaries | |||||||
| · Equity-accounted investee | 12 | 18,451 | 7,611 | i | • | 51,549 | 33,098 |
|
| 9; 15.5 | 36,545 | 28,945 | 41,934 | 99,602 | 545,975 | 467,496 |
| · Recharged costs | | ı | 1 | 186 | 99 | 6 | (771) |
| · Other income | | 363 | 959 | (478) | (453) | 88 | 203 |
| · Rental income | | 235 | | (235) | • | ı | • |
| · Other expenses | | 1 | | į | (2) | 1 | • |
| | | 55,594 | 37,212 | 41,407 | 99,213 | 597,621 | 500,620 |
| Prime Kapital Holdings Ltd and its subsidiaries | | | | | | | |
|
- Prepaid development services and other
| | | | | | | |
| receivables* | 13 | 39 | 184 | (39) | (280) | • | 1 |
| · Other income | | ı | 7 | (3) | (4) | • | m |
| · Rental income | | 348 | 318 | (396) | (316) | 24 | 42 |
| · Capitalised expenses | | (1,601) | (4,389) | 3,472 | 2,208 | (275) | (2,146) |
|
- Property management platform expenses
| | (4,282) | (4,609) | 2,179 | 2,568 | (4,666) | (2,563) |
| · Other expenses | | (126) | (91) | 180 | 72 | • | (54) |
| · Service charge and other property operating | | | | | | | |
| expenses | | (3,062) | (2,349) | 4,101 | 2,458 | (774) | (1,813) |
| | | (8,684) | (10,929) | 9,524 | 962'9 | (5,691) | (6,531) |
| | | | | | | | |
| | | 46.910 | 26.283 | 50.931 | 105.609 | 591 930 | 494.089 |
* During the financial year to 30 June 2025, the Group utilised more of the related benefit than previously estimated, resulting in a reversal of impairment of €39 thousand, however considering the fact that the vesting period was 31 December 2024, there are no further development service commitments.
{76}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Key management shareholdings
On 30 June 2025
| Direct | Indirect | Associate | Total | |
|---|---|---|---|---|
| Irina Grigore | 100,000 | 3,470,604 | - | 3,570,604 |
| Nadine Bird¹ | 125,715 | - | - | 125,715 |
| Bogdan-Ionut | ||||
| Oslobeanu² | - | - | - | - |
| Stefan Briffa | - | - | - | - |
| Werner Alberts | 115,097 | - | - | 115,097 |
| Claudia Pendred | - | - | - | - |
| Dan Pascariu | 902,960 | - | - | 902,960 |
| Mihail Vasilescu | - | 4,013,405 | - | 4,013,405 |
| Vasile Iuga | - | - | - | - |
| 1,243,772 | 7,484,009 | - | 8,727,781 |
¹ Nadine Bird waived all her rewards related to the Share Scheme shares corresponding to 988,464 shares with effect from 4 April 2024. Nadine resigned as MAS' CFO and Executive Director with effect from 30 June 2025.
There have been no changes in the shareholdings of key management between 30 June 2025 and the date of approval of the consolidated annual financial statements.
On 30 June 2024
| Direct | Indirect | Associate | Total | |
|---|---|---|---|---|
| Irina Grigore | 100,000 | 3,470,604 | - | 3,570,604 |
| Nadine Bird² | 125,715 | - | - | 125,715 |
| Stefan Briffa³ | - | - | - | - |
| - | - | - | - | |
| Werner Alberts | 115,097 | - | - | 115,097 |
| 213,325 | - | 86,675¹ | 300,000 | |
| Claudia Pendred | - | - | - | - |
| Dan Pascariu | 902,960 | - | - | 902,960 |
| Mihail Vasilescu | - | 4,000,000 | - | 4,000,000 |
| - | - | - | - | |
| Vasile Iuga | - | - | - | - |
| 1,457,097 | 7,470,604 | 86,675 | 9,014,376 |
¹ Non-beneficial to director.
There have been no changes in the shareholdings of key management between 30 June 2024 and the date of approval of the consolidated annual financial statements.
² Bogdan-Ionut Oslobeanu was appointed as MAS' CFO with effect from 1 July 2025, and no shares were granted to or acquired by him to the date of approval of these financial statements.
² Nadine received 187,604 additional Share Scheme shares on 4 October 2023. With effect from 4 April 2024, she waived any future benefits attributable to all the Share Scheme shares (988,464 share scheme shares in total).
³ Effective 25 October 2023, Stefan Briffa was appointed Executive Director.
Effective 11 December 2023, Pierre Goosen stepped down from the Board as Non-Executive Director.
Effective 22 August 2024, Brett Nagle stepped down from the Board as Non-Executive Director.
{77}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
25. Reconciliation of amounts reported under IFRS to Segmental analysis – proportionate accounts
| Year to 30 June 2025 | IFRS a | mounts | |||||
|---|---|---|---|---|---|---|---|
| Consolidated | Proportionate | Continuing | Discontinued | Add | Other | Proportionate | |
| Statement of Profit or Loss | accounts line item | Note | operations | operations | 40% DJV | reclass | accounts |
| Net rental income | Net rental income - income property Net result - residential |
5 | 71,103 | 71 | |||
| Corporate expenses | property | (7,204) | - ( 79 ) |
(198) (563) |
- 39 |
(198) | |
| Corporate expenses | Net corporate expenses | 6 | (7,204) | (79) | (563) | 469 | (7,377) |
| Share-based payment expense | 6 | _ | - | - | (430) | (430) | |
| Other income | 740 | - | (2,114) | 2,270 | |||
| Other income | Other distributable net income/(cost) Other non-distributable income/(cost) | - 740 |
- | (2,114) | 2,905 (635) |
791 105 |
|
| Investment expenses | Investment expenses | 7 | (2,100) | 8 | (163) | (033) | (2,255) |
| Fair value adjustments | писэттене едрепэез | , | 53,190 | - | 34,064 | (3,089) | 84,165 |
| Gain/(loss) on fair value of | , | • | .,,, | · | |||
| inv. prop, incl. inv. prop. held for sale |
Fair value adjustments - income property Fair value adjustments - |
8 | 57,545 | - | 34,439 | (3,089) | 88,895 |
| Gain/(loss) on fair value of fin. investments Change in fair value of | other financial investments Fair value adjustments - |
8 | 593 | - | - | - | 593 |
| financial assets | interest rate derivatives | 8 | (4,948) | - | (375) | - | (5,323) |
| Loss on disposal of subsidiary Reversal of impairment of |
11.2 | (3,289) | - | - | 3,289 | - | |
| share-based payment prepayments | Share-based payment expense | 18.2 | 39 | - | - | (39) | - |
| Foreign currency exchange differences | Foreign currency exchange differences | (36) | - | 164 | (537 ) | (409) | |
| Exchange gain on disposal of subsidiary Share of profit from eqacc. | - | (409) | - | 409 | - | ||
| investee | 12 | 18,451 | - | (18,451) | - | - | |
| Profit/(Loss) before finance income/(costs) | 130,894 | (409) | |||||
| Finance income | 38,823 | 39 | |||||
| Net income - preferred | |||||||
| Interest on preferred equity | equity and revolving | 0 | 26.545 | (4.4.64.0) | 24.027 | ||
| and revolving credit facility Interest on bank deposits | credit facility | 9 | 36,545 2,278 |
- 39 |
482 | (14,618) (2,799) |
21,927 |
| interest on bank deposits | Interest capitalised on | 2,270 | 33 | 402 | (2,7 55) | ||
| developments | - | - | - | 4,457 | 4,457 | ||
| Finance costs | (28,536) | (10) | |||||
| Interest on debt | |||||||
| Interest on bank loans | financing | 9 | (19,295) | - | (10,961) | 1,285 | (28,971) |
| Bond borrowing costs | 9 | (10,737) | - | - | 10,737 | - | |
| Interest income on interest rate derivatives | 0 | 1 600 | 167 | (1 OCE) | |||
| Bank charges | 9 | 1,698 (202) |
(10) | 167 (55) |
(1,865) 267 |
- | |
| Profit/(Loss) before tax | 141,181 | (380) | (55) | 207 | |||
| Current tax | (4,226) | 161 | |||||
| Current tax | Income tax Tax on sale of property | 10 | (4,226) | 161 - |
(598) - |
(161) 161 |
(4,824) 161 |
| Deferred tax | Deferred tax | 10 | (11,769) | - | (10,169) | - | (21,938) |
| Tax expense | (15,995) | 161 | . , , | ||||
| Profit for the year | Earnings | 125,186 | (219) | (196) | 196 | 124,967 | |
| • | / | , |
{78}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
On 30 June 2025
| On 30 June 2025 | ||||||
|---|---|---|---|---|---|---|
| Consolidated Statement of | Proportionate | IFRS | Add | Other | Proportionate | |
| Financial Position | accounts line item | Note | amounts | 40% DJV | reclass | accounts |
| Non-current assets | ||||||
| Investment property | 919,427 | 262,358 | 134,570 | |||
| Income-generating property | Income property | 11.1 | 913,186 | 224,104 | 131,342 | 1,268,632 |
| Developments - | ||||||
| Dev. property and land bank | income property | 11.1 | 6,241 | 8,714 | 3,228 | 18,183 |
| Developments - | ||||||
| residential property | - | 29,540 | - | 29,540 | ||
| Intangible assets | 1,094 | - | - | |||
| Goodwill | Goodwill | 1,094 | - | - | 1,094 | |
| Inv. in equity-accounted investee | 12 | 51,549 | (51,549) | - | - | |
| Financial assets | 545,975 | - | (216,216) | |||
| PKM Dev preferred equity and | Preferred equity and | |||||
| revolving credit facility | revolving credit facility Interest rate derivative |
15.5 | 545,975 | - | (218,390) | 327,585 |
| Interest rate caps | financial assets | - | - | 2,174 | 2,174 | |
| Other non-current assets | 13 | 3,442 | 8,037 | (11,479) | - | |
| Deferred tax asset | Deferred tax asset | 10 | 1,030 | 1,237 | - | 2,267 |
| Total non-current assets | 1,522,517 | |||||
| Current assets | ||||||
| Financial assets | Other assets | 47,893 | - | 8,398 | 56,291 | |
| Investment property held for sale | 11.2 | 125,678 | 8,892 | (134,570) | - | |
| Financial investments | Listed securities | - | 47,644 | - | 47,644 | |
| Trade and other receivables | 18,379 | 12,806 | 970 | |||
| Trade and other | ||||||
| Trade and other receivables | receivables | 17,835 | 10,038 | 901 | 28,774 | |
| VAT receivable | VAT receivable | 544 | 2,768 | - | 3,312 | |
| Share-based payment | ||||||
| prepayments | 18.2 | - | - | 69 | 69 | |
| Cash and cash | ||||||
| Cash and cash equivalents | equivalents | 15.4 | 137,186 | 29,457 | - | 166,643 |
| Total current assets | 329,136 | |||||
| Total assets | Assets | 1,851,653 | 318,882 | (218,327) | 1,952,208 | |
| Non-current liabilities | ||||||
| Bonds | 16.1 | 40,223 | - | (40,223) | - | |
| Bank loans | Debt financing | 16.1 | 289,012 | 33,193 | 266,186 | 588,391 |
| Preferred equity and | ||||||
| revolving credit facility | - | 218,390 | (218,390) | - | ||
| Other non-current liabilities | 14 | 6,433 | 2,343 | (8,776) | - | |
| Deferred tax liability | Deferred tax liability | 10 | 53,791 | 16,400 | - | 70,191 |
| Total non-current liabilities | 389,459 | |||||
| Current liabilities | ||||||
| Bonds | 16.1 | 173,071 | - | (173,071) | - | |
| Bank loans | 16.1 | 51,199 | 1,693 | (52,892) | - | |
| Trade and other payables | Trade and other payables |
16.2 | 25,865 | 46,863 | 8,839 | 81,567 |
| Total current liabilities | 250,135 | |||||
| Total liabilities | Liabilities | 639,594 | 318,882 | (218,327) | 740,149 | |
| Total equity | Net asset value | 1,212,059 | - | - | 1,212,059 | |
{79}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| Year to 30 June 2024 | IFRS a | mounts | |||||
|---|---|---|---|---|---|---|---|
| Consolidated | Proportionate | Continuing | Discontinued | Add | Other | Proportionate | |
| Statement of Profit or Loss | accounts line item | Note | operations | operations | 40% DJV | reclass | accounts |
| Net rental income | Net rental income - income property | 5 | 67,120 | 74 | |||
| Net rental income | Net result - residential | 3 | 07,120 | 74 | |||
| property | - | - | (11,693) | - | (11,693) | ||
| Corporate expenses | (7,143) | (266) | (432) | 184 | - | ||
| Net corporate | _ | ||||||
| Corporate expenses | expenses Share-based payment | 6 | (7,143) | (266) | (432) | 818 | (7,023) |
| expense | 6 | _ | - | - | (634) | (634) | |
| ( / | ( / | ||||||
| Other income | 7,694 | 113 | 884 | 618 | |||
| Net dividends - listed | |||||||
| Dividend income | securities | - | - | - | - | - | |
| Other income | Other distributable net income/(cost) | 225 | 113 | 884 | 1,586 | 2,808 | |
| Other income | Other non- | 223 | 113 | 004 | 1,500 | 2,808 | |
| distributable | |||||||
| Gain on bonds repurchased | income/(cost) | 7,469 | - | - | (968) | 6,501 | |
| Investment expenses | Investment expenses | 7 | (1,414) | 81 | (50) | - | (1,383) |
| Fair value adjustments | 55,237 | (350) | 23,428 | 134 | - | ||
| Gain/(loss) on fair value of inv. | Fair value adjustments | ||||||
| prop, incl. inv. prop. held for sale | Fair value adjustments - income property | 8 | 59,197 | (350) | 23,766 | 132 | 82,745 |
| Gain/(loss) on fair value of fin. | Fair value adjustments | 0 | 33,137 | (330) | 25,700 | 132 | 02,743 |
| investments | - listed securities | 8 | 1,124 | - | - | - | 1,124 |
| Fair value adjustments | |||||||
| Change in fair value of | - interest rate | 0 | (5.004) | (220) | 2 | (5.420) | |
| financial assets Gain from disposal of inv. | derivatives | 8 | (5,084) | (338) | 2 | (5,420) | |
| prop. held for sale | 23 | _ | (23) | _ | |||
| Reversal of | 23 | (23) | |||||
| impairment/(impairment) of | |||||||
| share-based payment | Share-based payment | ||||||
| prepayments | expense | 18.2 | 184 | - | - | (184) | - |
| Foreign currency exchange differences | Foreign currency exchange differences | (53) | _ | (134) | 1,893 | 1,706 | |
| Foreign exchange gain | exchange unreferices | (55) | _ | (134) | 1,055 | 1,700 | |
| recycled | - | 1,706 | - | (1,706) | - | ||
| Share of profit from eqacc. | |||||||
| investee | 12 | 7,686 | - | (7,686) | - | - | |
| Profit/(Loss) before finance income/(costs) | 129,311 | 1,381 | |||||
| medite/(costs) | 125,511 | 1,301 | |||||
| Finance income | 31,571 | 45 | |||||
| Net income - preferred | |||||||
| Interest on preferred equity | equity and revolving | ||||||
| and revolving credit facility | credit facility | 9 | 28,945 | - | - | (11,578) | 17,367 |
| Interest on bank deposits | Interest capitalised on | 9 | 2,626 | 45 | 256 | (2,927) | - |
| developments | _ | - | - | 6,775 | 6,775 | ||
| Finance costs | (25,325) | (15) | 5, | 27 2 | |||
| Interest on debt | , , , | · · · | |||||
| Interest on bank loans | financing | 9 | (14,259) | - | (5,431) | (4,061) | (23,751) |
| Bond borrowing costs | 9 | (13,666) | - | - | 13,666 | - | |
| Interest income on interest | 0 | 2.74.0 | 262 | (2.002) | |||
| rate derivatives | 9 | 2,719 (119) |
(15) | 263 | (2,982) 134 |
- | |
| Bank charges Profit/(Loss) before tax | 9 | 135,557 | 1,411 | 134 | - | ||
| Current tax | (3,402) | 1,411 598 |
|||||
| Current tax | Income tax | 10 | (3,402) | 598 | (635) | (613) | (4,052) |
| Tax on sale of property | - | - | - | 613 | 613 | ||
| Deferred tax | Deferred tax | 10 | (10,981) | - | (2,421) | - | (13,402) |
| Tax expense | (14,383) | 598 | , | ||||
| Profit for the year | Earnings | 121,174 | 2,009 | - | - | 123,183 | |
{80}------------------------------------------------
MAS P.L.C. Consolidated annual financial statements for the year to 30 June 2025
| On 30 June 2024 | ||||||
|---|---|---|---|---|---|---|
| Consolidated Statement of | Proportionate accounts | IFRS | Add | Other | Proportionate | |
| Financial Position | line item | Note | amounts | 40% DJV | reclass | accounts |
| Non-current assets | ||||||
| Investment property | 1,030,329 | - | 3,077 | |||
| Income-generating property | Income property | 11.1 | 1,024,854 | 135,369 | - | 1,160,223 |
| Developments - income | ||||||
| Dev. property and land bank | property Developments - |
11.1 | 5,475 | 20,653 | 3,077 | 29,205 |
| residential property | - | 47,499 | - | 47,499 | ||
| Intangible assets | 1,696 | - | - | |||
| Goodwill | Goodwill | 1,696 | - | - | 1,696 | |
| Inv. in equity-accounted investee | 12 | 33,098 | (33,098) | - | - | |
| Financial assets | 467,496 | - | (180,117) | |||
| PKM Dev preferred equity and | Preferred equity and | |||||
| revolving credit facility | revolving credit facility | 15.5 | 467,496 | - | (186,998) | 280,498 |
| Interest rate caps | Interest rate derivative financial assets |
- | - | 6,881 | 6,881 | |
| Other non-current assets | 13 | 8,235 | 756 | (8,991) | - | |
| Deferred tax asset | Deferred tax asset | 10 | 2,993 | 1,270 | - | 4,263 |
| Total non-current assets | 1,543,847 | |||||
| Current assets | ||||||
| Financial assets | Other assets | - | - | 673 | 673 | |
| Investment property held for sale | 11.2 | - | 3,076 | (3,076) | - | |
| Financial investments Trade and other receivables |
Listed securities | 15.1 | - 17,961 |
40,337 4,485 |
- 1,432 |
40,337 |
| Trade and other | ||||||
| Trade and other receivables | receivables | 17,588 | 2,497 | 957 | 21,042 | |
| VAT receivable | VAT receivable | 373 | 1,988 | - | 2,361 | |
| Share-based payment | ||||||
| prepayments | - | - | 475 | 475 | ||
| Cash and cash equivalents | Cash and cash equivalents | 15.4 | 81,302 | 6,392 | - | 87,694 |
| Total current assets | 99,263 | |||||
| Total assets | Assets | 1,643,110 | 226,739 | (187,002) | 1,682,847 | |
| Non-current liabilities | ||||||
| Bonds | 16.1 | 211,977 | - | (211,977) | - | |
| Bank loans | Debt financing | 16.1 | 253,668 | 11,612 | 222,252 | 487,532 |
| Preferred equity and | ||||||
| revolving credit facility | - | 186,998 | (186,998) | - | ||
| Other non-current liabilities | 14 | 6,921 | 2,172 | (9,093) | - | |
| Deferred tax liability | Deferred tax liability | 10 | 47,338 | 6,505 | - | 53,843 |
| Total non-current liabilities | 519,904 | |||||
| Current liabilities | ||||||
| Bonds | 16.1 | 526 | - | (526) | - | |
| Bank loans | 16.1 | 9,240 | 509 | (9,749) | - | |
| Trade and other payables | Trade and other payables | 26,785 | 18,943 | 9,089 | 54,817 | |
| Total current liabilities | 36,551 | |||||
| Total liabilities | Liabilities | 556,455 | 226,739 | (187,002) | 596,192 | |
| Total equity | Net asset value | 1,086,655 | - | - | 1,086,655 | |
{81}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
26. Summary of general accounting policies
Basis of preparation statement of compliance
These consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB ( IFRS ), the Johannesburg Stock Exchange ( JSE ) Listings Requirements, the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council. After taking into consideration the applicable legal and regulatory requirements of the Maltese Companies Act 1995, including IFRS requirements adopted by the EU (European Union), management concluded that the consolidated annual financial statements are in compliance with the latter.
Basis of measurement
These consolidated annual financial statements are prepared on the historical cost basis except for the following items that are measured on the fair value basis:
- Financial investments; refer to note 15.1 and 15.2;
- Share-based payments on grant date; refer to note 18.2, and
- Investment property and investment property held for sale; refer to notes 11.1 and 11.2.
Accounting policies
The material accounting policies applied in the preparation of these consolidated annual financial statements have been described in each note, where applicable. The following general accounting policies have also been applied. All policies have been applied consistently to all years presented, unless otherwise stated.
Principles of consolidation
Subsidiaries
The consolidated annual financial statements of the Group incorporate the assets, liabilities, operating results and cash flows of the Company and its subsidiaries. Subsidiaries are all entities, including those that are structured, over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over it. Subsidiaries are fully consolidated from the date control is transferred to the Group. They are deconsolidated from the date control ceases. The acquisition method is used to account for the acquisition of subsidiaries. Identifiable acquired assets and liabilities, and contingent liabilities, assumed in a business combination are measured at their fair values on the date of acquisition. The consideration transferred for the acquired enti ty is measured at the fair value of the assets given up, equity instruments issued, and liabilities incurred, or assumed, including fair value of assets or liabilities from contingent consideration arrangements, but excluding acquisition related costs, such as advisory, legal, valuation and similar professional services.
The accounting policies of the subsidiaries are consistent with those of the Company. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those of the Group.
Transactions which result in changes in ownership levels, where the Group has control of the subsidiary both before and after the transaction are regarded as equity transactions and are recognised directly in equity.
Transactions and balances eliminated on consolidation
Intra-group balances and transactions, and any gains and losses or income and expenses arising from intragroup transactions, as well as investments in subsidiaries and corresponding equity in the subsidiaries are eliminated in preparing the consolidated annual financial statements.
Functional and presentation currency
These consolidated annual financial statements are presented in euro (
The functional currency is determined by the relevant, primary economic environment of each entity in the Group. The other de termining factor is the currency in which the majority of cash flows, goods and services are denominated and settled in the respective country. When the functional currency cannot be clearly identified, management uses judgement to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.
Translation into presentation currency
rations are translated to euros using exchange rates prevailing at the reporting date. At each reporting date:
- monetary assets and liabilities that are denominated in foreign currencies are translated into the presentation currency at the rates prevailing at that date;
- non-monetary assets and liabilities measured at fair value that are denominated in foreign currencies are translated at the rate on the date the fair value was determined;
- non-monetary items that are measured based on the historical cost basis in a foreign currency are translated at the rate on the date of the transaction;
- income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognised in other comprehensive income and presented in equity in the foreign currency translation reserve, except to the extent that the translation difference is allocated to non-controlling interest. Such exchange differences are reclassified to profit or loss in the period in which the foreign operation is disposed of.
Goodwill and fair value adjustments that may arise on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
{82}------------------------------------------------
Consolidated annual financial statements for the year to 30 June 2025
Adoption of new/revised standards
A number of amended standards became applicable for the current reporting period. The Group did not have to change its accoun ting policies or make retrospective adjustments as a result of adopting these amended standards.
| Effective for annual periods | |
|---|---|
| Amendments/improvements to standards and interpretations | beginning on or after |
| Non-current liabilities with covenants Amendments to IAS 1 |
1-Jan-24 |
| Supplier finance Amendments to IAS 7 and IFRS 7 |
1-Jan-24 |
New and amended standards and interpretations not yet adopted
Below is a summary of new standards and amendments/improvements to existing standards and interpretations that are not yet effective, and which are expected to be applicable to the Group.
| Effective for annual periods | |
|---|---|
| Amendments/improvements to standards and interpretations not yet effective | beginning on or after |
| Lack of Exchangeability - Amendments to IAS 21 | 1-Jan-25 |
| Classification and Measurement of Financial Instruments - Amendment to IFRS 9 and IFRS 7 |
1-Jan-26 |
| Presentation and Disclosure in Financial Statements - IFRS 18 | 1-Jan-27 |
| Subsidiaries without Public Accountability: Disclosures IFRS 19 |
1-Jan-27 |
<<< >>>
{83}------------------------------------------------
MAS P.L.C. Shareholding structure
Shareholding structure on 30 June 2025
| Shareholders | Shares | |||
|---|---|---|---|---|
| 30 June 2025 | Number | % of total | Number | % of total |
| Major shareholders (holding over 5%) | 3 | 0.07% | 299,963,670 | 41.90% |
| PK Investments Limited* | 1 | 0.03% | 153,498,569 | 21.40% |
| Government Employees Pension Fund | 1 | 0.02% | 103,101,809 | 14.40% |
| Petrichor Joint Family Office PCC Limited Cell Eastland | 1 | 0.02% | 43,363,292 | 6.10% |
| Other public shareholders | 4,156 | 99.52% | 399,411,408 | 55.80% |
| Non-public shareholders | ||||
| Directors and their associates | 5 | 0.12% | 8,727,781 | 1.20% |
| Other share scheme participants | 12 | 0.29% | 8,042,870 | 1.10% |
| Total | 4,176 | 100.00% | 716,145,729 | 100.00% |
* PK Investments Limited is a subsidiary of PKM Development Ltd.
{84}------------------------------------------------
Property information
Income property overview
On 30 June 2025 - 7.16 weighted average rental per m², by GLA. Occupancy was 97.8% of the total GLA and the annualised property yield was 7.43%.
Geographical profile
| By rentable area | By revenue | |
|---|---|---|
| Romania | 69.2% | 70.9% |
| Bulgaria | 16.1% | 15.5% |
| Poland | 8.6% | 9.5% |
| Germany | 6.1% | 4.1% |
| Total | 100.0% | 100.0% |
| By rentable area | By revenue |
|---|---|
Tenant profile
| By rentable area | |
|---|---|
| Category A | 62.7% |
| Category B | 18.2% |
| Category C | 19.1% |
| Total | 100.0% |
| By rentable area | |||||
|---|---|---|---|---|---|
Category A: Large national tenants, large listed tenants, government and major franchisees (254 tenants)
Category B: National tenants, listed tenants, franchisees (240 tenants)
Category C: Other tenants (1,001 tenants)
Income property detailed information
| Property name | Location | Type | Sector | GLA in m² | Weighted average rental |
|
|---|---|---|---|---|---|---|
| CEE income properties | ||||||
| Militari Shopping | Bucharest | Romania | Regional | Retail | 53,800 | 18.90 |
| Galleria Burgas | Burgas | Bulgaria | Regional | Retail | 36,700 | 21.57 |
| Dambovita Mall | Targoviste | Romania | Regional | Retail | 32,800 | 19.82 |
| DN1 Value Centre | Balotesti | Romania | Community | Retail | 27,500 | 20.00 |
| Atrium Mall | Arad | Romania | Regional | Retail | 27,400 | 19.77 |
| Prahova Value Centre | Ploiesti | Romania | Community | Retail | 25,000 | 15.33 |
| Galleria Stara Zagora | Stara Zagora | Bulgaria | Regional | Retail | 23,500 | 8.87 |
| Baia Mare Value Centre | Baia Mare | Romania | Community | Retail | 21,400 | 12.85 |
| Zalau Value Centre | Zalau | Romania | Community | Retail | 19,300 | 18.13 |
| Roman Value Centre | Roman | Romania | Community | Retail | 18,800 | 17.29 |
| Sepsi Value Centre | Sf. Gheorghe | Romania | Community | Retail | 16,900 | 14.30 |
| Barlad Value Centre | Barlad | Romania | Community | Retail | 16,400 | 13.72 |
| Total CEE Income properties | 319,500 | 17.40 | ||||
| CEE income properties held for sale | ||||||
| Nova Park | GorzÛw | Poland | Regional | Retail | 32,400 | 18.78 |
| Total CEE income properties held for sale | 32,400 | 18.78 | ||||
| WE income properties held for sale | ||||||
| Flensburg Galerie | Flensburg | Germany | Community | Retail | 23,000 | 11.59 |
| Total WE income properties held for sale | 23,000 | 11.59 | ||||
| Total income properties | 374,900 | 17.16 |
{85}------------------------------------------------
Property information
Lease expiry profile - by revenue
| Sector | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | >=2035 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retail | 28.8% | 26.0% | 17.9% | 11.7% | 6.5% | 2.9% | 1.9% | 1.2% | 0.9% | 0.6% | 1.6% |
| Total | 28.8% | 26.0% | 17.9% | 11.7% | 6.5% | 2.9% | 1.9% | 1.2% | 0.9% | 0.6% | 1.6% |
Majority of contractual rental escalations are fully indexed to Euro 27 inflation. The above rental expiry profile includes expected escalations due to inflationary indexation.
Lease expiry profile - by rentable area
| Sector | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | >=2035 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retail | 27.6% | 23.3% | 18.1% | 12.5% | 6.7% | 3.1% | 2.0% | 1.2% | 0.9% | 0.7% | 3.9% |
| Total | 27.6% | 23.3% | 18.1% | 12.5% | 6.7% | 3.1% | 2.0% | 1.2% | 0.9% | 0.7% | 3.9% |
{86}------------------------------------------------
Company information, advisors and property valuers
Company information and advisors Property Valuers
Identification
MAS P.L.C.
Registration number C99355 JSE and A2X share code: MSP ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
Registered office in Malta and Correspondence address
MAS P.L.C.
Suite 11, Marina Business Centre Abate Rigord Street , XBX1129
Malta
Company secretary
Stefan Briffa appointed on 31 August 2023
Independent auditor
PricewaterhouseCoopers 78 Mill Street, zone 5 Central Business District, Qormi Malta, CBD 5090
JSE Sponsor
Valeo Capital Proprietary Limited Unit G02 Skyfall Building 18 De Beers Avenue, Paardevlei Somerset West, 7130 South Africa
A2X Markets
6th Floor, 1 Park Lane, Wierda Valley, Sandton Johannesburg, 2196 South Africa
Registrar / Transfer Secretaries
British Virgin Islands
Computershare Investor Services (BVI) Limited Registration number 003287V Woodbourne Hall PO Box 3162
Road Town, Tortola British Virgin Islands
South Africa
Computershare Investor Services Proprietary Limited Registration number 2004/003647/07 Rosebank Towers 15 Biermann Avenue Rosebank, 2196 PO Box 61051, Marshalltown 2107
Depository
Computershare Investor Services PLC The Pavilions Bridgewater Road, Bristol BS13 8AE, United Kingdom
Romania
Colliers Valuation and Advisory S.R.L. AFI Park Floreasca Calea Floreasca 169A Building A, 2nd floor District 1, Bucharest Romania
Cushman & Wakefield Echinox Tiriac Tower 82-94 Buzesti street, 6th Floor District 1,Bucharest Romania
Bulgaria
Colliers International EOOD Mladost district 115K Tsarigradsko shose Blvd. European Trade Centre, Build. B, floor 7 Sofia, 1784 Bulgaria
Germany
Cushman & Wakefield (UK) LLP German Branch Rathenauplatz 1 D-60313, Frankfurt am Main Germany
Poland
o.o. Plac Pilsudskiego 3 Warsaw, 00-078 Poland
{87}------------------------------------------------
MAS P.L.C. Glossary
Adjusted distributable
earnings
Adjusted distributable earnings are the adjusted underlying earnings of the Group from net rental income from income property, net result from residential properties, net income from preferred equity and revolving credit facility, net dividends on listed securities, net corporate expenses, interest on debt financing, interest capitalised on developments and other distributable net
income or cost and income tax
BV Book value
BVI British Virgin Islands
CEE Central and Eastern Europe or Central and Eastern European
Company MAS P.L.C.
DCF Discounted cash flows
Development property Property under construction, in process of being developed for future use as income property or for sale and land plots to be
utilised for future developments
DJV Development Joint Venture
ECL Expected credit losses
EPRA European Public Real Estate Association
FCTR Foreign currency translation reserve
FVTPL Fair value through profit or loss
GLA Gross leasable area, the amount of retail floor space available to be rented in commercial properties, excluding short-term leases,
terraces, storage areas and parking (rounded to the nearest hundred m2 )
Group MAS P.L.C. and its subsidiaries
IASB International Accounting Standards Board
IFRS International Financial Reporting Standards as issued by the IASB
IFRS Weighted average number of ordinary shares Number of ordinary shares in issue for the applicable period, outstanding on a daily weighted average basis during such
IJV Investment joint venture, former joint venture with Prime Kapital, 80% owned and controlled by the Company prior to
the 2019 Transaction, for investing in CEE Income properties
Income-generating property Property held to earn rental income
Investment property Income generating-property, Development property, Investment property held for sale and Land bank
IOM Isle of Man
JSE Johannesburg Stock Exchange
Land bank Land plots held for future developments
Lease incentive Incentives offered to lessees to enter a lease, typically in the form of a rent-free period
{88}------------------------------------------------
MAS P.L.C. Glossary
MAS Distributable Earnings
per share
IFRS Distributable Earnings divided by the Weighted average number of ordinary shares
MAS TNAV per share TNAV divided by Number of ordinary shares in issue
NAV Net asset value
NRI Net rental income
Number of ordinary shares in
issue
Ordinary number of shares issued excluding shares held as treasury shares (repurchased shares not cancelled and share
purchase plan shares)
OCI Other comprehensive income
PCC Protected Cell Company
PKM Development P K M Development Limited (renamed to PKM Development Ltd. on redomiciliation to Malta)
PMP Property Management Platform
Prime Kapital / PK Prime Kapital Holdings Ltd
REIT Investment in listed real estate equity securities
SA REIT South African Real Estate Investment Trust Association, the representative umbrella body comprised of voluntary members of
South African listed REIT companies and trusts
SPA Sale and purchase agreement
Spark II Portfolio Collectively, the six subsidiaries or properties (as the context requires), acquired on 30 June 2022 from the DJV.
Tangible NAV NAV which includes only assets and liabilities likely to crystallise on disposal (corresponds to NAV under adjusted
proportionate accounts)
TNAV Net asset value as per IFRS, which includes only assets and liabilities likely to crystallise on disposal corresponding to MAS and to
the Investment in equity-accounted investee
WE Western Europe or Western European
2019 Transaction
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