Company Registration Number: C78333
Annual Financial Report
30 April 2025
Readers are reminded that the official statutory Annual Financial Report 2025, authorised for
issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is
published on the Malta Stock Exchange portal https://www.borzamalta.com.mt/. A copy of the
Independent auditor’s report issued on the official statutory Annual Financial Report 2025, is
included within this document and comprises the auditor’s report on compliance with the
requirements of the European Single Electronic Format Regulatory Technical Standard (the
ESEF RTS), by reference to Capital Markets Rule 5.55.6.
PG p.l.c.
Annual Financial Report - 30 April 2025
Pages
Directors’ report 1 - 9
Corporate governance statement 10 - 21
Remuneration statement 22 - 26
Statements of financial position 27 - 28
Statements of comprehensive income 29
Statements of changes in equity 30 - 31
Statements of cash flows 32
Notes to the financial statements 33 - 81
PG p.l.c.
Annual Financial Report - 30 April 2025
1
Directors’ report
The directors present their Annual Financial Report for the year ended 30 April 2025.
Principal activities
Unified retail operations
The Group’s operations focus on retailing to the Maltese market, which is in turn underpinned by different
core activities that are managed synergistically under management’s new unified strategy:
- Two destination shopping complexes, Pavi Shopping Complex and Pama Shopping Village,
anchored by full‑service supermarkets and supported by a curated mix of complementary retail and
service outlets; both complexes offer convenient accessibility, coupled with extensive free car
parking.
- The operation of Zara and Zara Home as franchisee of the Inditex Group.
The Group’s supermarkets continue to act as the key anchors at Pavi and Pama. Each store is laid out on
a single floor with a logical, customer‑friendly design and extensive checkout capacity to support efficient
customer flows at peak times.
The Group also manages and lets retail and commercial units within the complexes to third‑party operators
whose specialist offerings complement our own, broadening the customer proposition and reinforcing each
site as a shopping destination. These property‑related activities are managed as part of the Group’s
integrated retail ecosystem.
The Group has operated the Zara franchise in Malta since 2001 from a freehold flagship store on Tower
Road, Sliema—one of the island’s prime retail locations with high footfall and one of the largest Zara
establishments in Europe. The Sliema outlet also includes one floor dedicated to Zara Home, alongside
two further Zara Home outlets which are located within the Pama and Pavi complexes.
PG p.l.c.
Annual Financial Report - 30 April 2025
2
Directors’ report - continued
Review of the business
Trading operations
The 2025 financial year was defined by a challenging market environment. Despite this, the group
successfully achieved growth by adapting to new consumer trends and investing in strategic initiatives.
Turnover for the year ended 30 April 2025 amounted to €202,015,000 (€198,084,000 in 2024) representing
a growth of 2%. Operations were negatively impacted by major roadworks adjacent to Pama Shopping
Village and Pavi Shopping Complex, which hindered access to the sites. Notwithstanding this, our
competitive pricing was noted by consumers and resulted in sustainable footfall growth which continued to
be a driving factor for the growth in sales. Zara and Zara Home operations maintained their strong
performance over the course of the year.
We have continued to enhance our competitiveness by locking the pricing of over 1,500 articles marketed
under ‘Super Prices everyday’ and launching a weekly new offer marketed under ‘Below Cost’ campaign.
Despite a challenging economic environment marked by inflationary pressure, particularly in payroll costs,
our strategic focus on affordability and value for consumers remains central to our operations. Operational
costs increased by 3%, yet price increases were minimized as the Group absorbed the majority of these
rising expenses to maintain highly competitive pricing. Operating cost increments, coupled with the pricing
strategy adopted by the group in its supermarkets and changes in sales mix, resulted in a drop of 1.1% in
the group’s overall gross profit margin.
The resultant operating profit amounted to €17,979,000, a decrease of 9.9% over the comparative of
€19,961,000 recorded in 2024.
Net finance costs amounted to €756,000, compared to €1,314,000 in the previous financial year, a
decrease of 42.5%. This decrease is mainly coming from interest income earned on financial assets.
The group’s profit before taxation amounted to €17,121,000, compared to €18,742,000 in 2024. The group
incurred an effective tax expense of 27.7% (27.7% in 2024), which reflects in part the final tax of 15% on
rental income received. The profit after taxation for the year under review amounted to €12,385,000, a
decrease of 8.6% over the 2024 comparative of €13,543,000.
Group equity increased by 7.4% to €73,850,000 at 30 April 2025, when compared to 2024, as a result of
the retained profits for the year under review.
PG p.l.c.
Annual Financial Report - 30 April 2025
3
Directors’ report - continued
Review of the business - continued
Cash flow, financing and associated financial and other risks and uncertainties
The group generated a net cash flow from operating activities of €22,630,000 (€18,757,000 in 2024), which
was applied in the main towards the payment of dividends, the purchase of property, plant and equipment
and towards investing in debt securities. As at 30 April 2025, PG p.l.c. had a positive gearing position with
cash in hand and quoted debt securities, net of bank borrowings, of €11,606,000.
The business of the group continues to be conducted in a prudent manner seeking to avoid undue levels
of risk that could impair its resilience when faced with unfavourable market conditions or that could inhibit
its ability to capitalise on suitable opportunities that may be identified from time to time. In particular:
• The major part of purchases and other expenditure, and all revenues, are denominated in euro thus
limiting the currency risk.
• The group operates retail businesses where the granting of credit is limited and the credit risk carried
is low in the overall context of the group.
• The group maintains a healthy relationship with its suppliers and care is taken to respect agreed credit
terms. Prudence is exercised in cash management to ensure that the group maintains at any point in
time a material liquidity cushion to be able to withstand adverse conditions that may develop, in
particular, of an international nature.
Further information on the group’s financial risk management is set out in note 2 to the financial statements.
Results and Dividends
The income and equity movements statements are set out on pages 29 and 30 to 31 respectively.
An interim net dividend of €2,750,000 was distributed by the company in December 2024. A second net
dividend of €4,500,000 was distributed in July 2025. The total net dividend distributed from the profits
earned in the financial year ended 30 April 2025 thus amounted to €7,250,000 which is the same level of
dividend distributed in 2024.
PG p.l.c.
Annual Financial Report - 30 April 2025
4
Directors’ report - continued
Review of the business - continued
Investments and Capital Expenditure
The Board is pleased to report that our investment strategy during the year was successful in both
strengthening our core business and laying the groundwork for future growth. Our capital allocation
decisions were guided by our commitment to enhance operational efficiency, expanding our market reach,
and developing innovative product offerings.
We will continue to evaluate opportunities that align with our strategic pillars of sustainability, customer-
centricity, and operational excellence. We believe these strategic investments will be crucial for maintaining
our competitive advantage and delivering sustainable value to our shareholders.
Outlook for financial year ending 30 April 2026
The group concluded the financial year in a robust position, with our core business delivering a sustainable
performance. The operations are affected by inflationary cost pressures and geopolitical instability while
seeing stronger competitive activity within the local market. However, we remain prudent in our outlook,
recognising that there are a number of potential risks and opportunities that may influence our future
performance.
Looking ahead at the current financial year, group sales in the first quarter increased by 8%. These results
demonstrate our unwavering commitment to delivering the best value in the market without compromising
on quality, and our continued efforts to protect and enhance our competitive edge.
The group’s business model is based on the retail of foodstuffs, an essential commodity, and two franchise
brands that offer excellent value for money at affordable prices. The group has a strong and experienced
management team and adequate financial resources. The Board is confident that its customer centric
strategies will continue to enable PG Group to achieve successful, sustainable results and provide value
to its shareholders.
PG p.l.c.
Annual Financial Report - 30 April 2025
5
Directors’ report - continued
Directors
The directors of the company as at the date of this report are:
Mr William Spiteri Bailey*– Non-Executive Chairman
Mr Paul Gauci – Executive Vice-Chairman
Mr Malcolm Camilleri** – Executive Director & Chief Executive Officer
Mr Gianluca Borg*** – Executive Director & Deputy Chief Executive Officer
Ms Claire Alexia Borg Gauci – Non-Executive Director
Ms Maria Micallef – Non-Executive Director
Mr Lawrence Zammit – Non-Executive Director.
Mr William Spiteri Bailey* was appointed as Non-Executive Chairman on 17 January 2025, instead of Mr
John Zarb, previous Non-Executive Chairman, who retired on the same date.
Mr Malcolm Camilleri** was appointed to the Board on 28 October 2024 and simultaneously appointed as
Chief Executive Officer instead of Mr Charles Borg, previous Chief Executive Officer, who retired on the
same date. Mr Gianluca Borg*** was appointed as Deputy Chief Executive Officer on 28 October 2024 in
stead of Mr Malcolm Camilleri, who previously occupied said role.
In accordance with the company’s Memorandum and Articles of Association, Mr William Spiteri Bailey and
Mr Lawrence Zammit will retire by rotation at the next Annual General Meeting and, being eligible, have
been nominated, and accordingly offered themselves, for re-appointment.
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act (Cap. 386 of the Laws of Malta) (the “Companies
Act”) to prepare financial statements which give a true and fair view of the state of affairs of the group and
the parent company as at the end of each reporting period and of the profit or loss for that period.
In preparing the financial statements, the directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with International Financial
Reporting Standards as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the circumstances; and
• ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate
to presume that the group and the parent company will continue in business as a going concern.
PG p.l.c.
Annual Financial Report - 30 April 2025
6
Directors’ report - continued
Statement of directors’ responsibilities for the financial statements - continued
The directors are also responsible for designing, implementing and maintaining internal control as
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error, and that comply with the Companies Act. They are also responsible for
safeguarding the assets of the group and the parent company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The financial statements of PG p.l.c. for the year ended 30 April 2025 are included in this Annual Financial
Report 2025, of which this Directors’ report also forms part, that is published on the group’s website
(www.pggroup.com.mt) and available in hard copy printed form upon request. The directors are responsible
for the maintenance and integrity of the Annual Financial Report on the website in view of their responsibility
for the controls over, and the security of, the website. Access to information published on the group’s
website is available in other countries and jurisdictions, where legislation governing the preparation and
dissemination of financial statements may differ from requirements or practice in M alta.
The directors confirm that to the best of their knowledge:
• the financial statements give a true and fair view of the financial position of the group and the parent
company as at 30 April 2025, and of the financial performance and the cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU; and
• the Annual Financial Report includes a fair review of the development and performance of the business
and the position of the group and the parent company, together with a description of the principal risks
and uncertainties that the group and the parent company face.
Additional information pursuant to Capital Markets Rule 5.64
Details of the company’s share capital are disclosed in note 14 of the financial statements on page 66.
The issued share capital consists of one class of ordinary shares with equal voting rights attached. All
shares are freely transferable.
Mr Paul Gauci owns 68.38% of the issued share capital of the company. No other shareholder holds 5%
or more of the share capital of the company.
Mr Paul Gauci also exercises the voting rights on 4,250,000 ordinary shares, equivalent to 3.93% of the
company’s issued share capital, which he had in past years donated to various charitable institutions. The
institutions concerned have expressed their preference not to be involved in the decision making of a
commercial concern, and the voting rights of the shares in question accordingly continue to be exercised
by Mr Gauci.
PG p.l.c.
Annual Financial Report - 30 April 2025
7
Directors’ report - continued
Additional information pursuant to Capital Markets Rule 5.64 - continued
At present, in terms of the Articles of Association of the company, the board of directors shall consist of a
maximum of eight (8) directors, one of whom shall be the Chief Executive Officer. Once appointed to office
in accordance with the provisions of the Articles of Association of the Company, a director (not being the
Chief Executive Officer, who shall be appointed to the board by virtue of his office following his engagement
by the company) may serve in office for a minimum period of three (3) years and a maximum period of five
(5) years, unless s/he resigns or is earlier removed or is due to retire by rotation in accordance with the
Articles of Association of the company, provided that a director whose term of office expires shall be eligible
for re-appointment.
The term of office of all directors (excepting the Chief Executive Officer) shall be of three (3) years, following
which one third of such directors shall retire by rotation. In every subsequent year, 1/3 of the directors or,
if their number is not three (3) or a multiple of three (3), then the number nearest 1/3, shall retire from office.
The appointment of the directors (not being the Chief Executive Officer, as aforesaid) shall take place at
the Annual General Meeting of the company. The Articles of Association of the company provide for a
mechanism pursuant to which recommendations of prospective directors to the Remuneration Committee
and Nominations Committee (the “RemNom Committee”) may be made by any shareholder or
shareholders holding in the aggregate not less than €250,000 in nominal value of shares having voting
rights in the company. No person shall be or become entitled to act or take office as a director of the
company unless approved by the RemNom Committee, which is empowered by the Articles of Association
of the company to reject any recommendation made if in its considered opinion, the appointment of the
person so recommended as a director could be detrimental to the company’s interests or if such person is
not considered as fit and proper to occupy that position. Where the number of candidates approved by the
RemNom Committee is more than the number of vacancies on the board of directors, then an election
would take place in accordance with the provisions of the Articles, pursuant to which those candidates
obtaining the highest number of votes overall from amongst the candidates listed on the ballot paper
distributed in advance of the general meeting shall be elected and appointed directors.
Any director may be removed at any time by the ordinary resolution of the shareholders of the company in
accordance with the Companies Act, in accordance with any other applicable law, or in the specific cases
set out in the Articles of Association of the company.
The administration and management of the company shall be conducted by the directors, who shall appoint
one of their number to act as chairman. The Articles of Association of the company do not contemplate any
specific instances of administration and management of the company which are reserved for the decision,
or the prior approval of, the shareholders of the company and/or any committee of the company.
The directors are empowered to act on behalf of the company and, in this respect, have the authority to
enter into contracts, sue and be sued in representation of the company. They may transact all business of
whatever nature of the company not expressly reserved to the shareholders in general meeting or by any
provision contained in any law for the time being in force.
The primary provisions regulating the board of directors’ workings, as well as the appointment and
replacement of directors, may be found in Articles 12-15 and 17-23 of the Articles of Association of the
company.
PG p.l.c.
Annual Financial Report - 30 April 2025
8
Directors’ report - continued
Additional information pursuant to Capital Markets Rule 5.64 - continued
In terms of Article 3.16 of its Articles of Association, the company may, subject to the provisions of the
Companies Act acquire or hold any of its shares.
An extraordinary resolution approved by the shareholders in the general meeting is required to amend the
Articles of Association, however, no deletion, amendment or addition to the Articles of Association shall
have effect unless prior written approval has been sought and obtained from the Listing Authority therefor.
It is hereby declared that, at 30 April 2025, with the exception listed below, the company is not party to any
significant agreement pursuant to Capital Markets Rule 5.64.10.
The franchise agreements with Inditex Group regarding Zara® and Zara Home® respectively require the
prior consent of Inditex to any change in control of the group. In the absence of such prior consent, Inditex
would be entitled to exercise its rights under an option agreement whereby Inditex could terminate the
franchise agreements and assume the ownership of the operation of the stores.
The board declares that the information required under Capital Markets Rules 5.64.4, 5.64.5, and 5.64.11
is not applicable to the company.
Remuneration Report
The Remuneration Report is located on pages 22 to 26 of this Annual Report and sets out details of the
remuneration strategy and policy of the group. The Remuneration Report also contains, inter alia, details
of the financial packages of the directors and the Company’s senior executive team. In accordance with
Capital Markets Rules 12.26L and 12.26M, the Remuneration Report will be subject to an advisory vote by
the shareholders at the forthcoming Annual General Meeting and will be made available on the Company's
website for a period of 10 years thereafter. The contents of the Remuneration Report have been reviewed
by the external auditors to ensure that it confirms with the requirements of the Capital Markets Rules.
Auditors
The auditors, PricewaterhouseCoopers, have indicated their willingness to continue in office, and a
resolution for their re-appointment will be proposed at the Annual General Meeting.
Signed on behalf of the Board of Directors on 29 August 2025 by William Spiteri Bailey (Chairman) and Paul
Gauci (Executive Vice-Chairman) as per the Directors’ Declaration on ESEF Annual Financial Report
submitted in conjunction with the Annual Financial Report.
PG p.l.c.
Annual Financial Report - 30 April 2025
9
Directors’ report - continued
Additional information pursuant to Capital Markets Rule 5.64 - continued
Registered Address:
Telephone (+356) 2349 6100
Dr Emma Grech
Company Secretary
29 August 2025
PG p.l.c.
Annual Financial Report - 30 April 2025
10
Corporate governance statement
A. Introduction
PG p.l.c. was incorporated on 25 November 2016 and acquired control of the subsidiaries and associates
that constitute the group’s business on 10 March 2017. The company’s equity was admitted to the Official
List of the Malta Stock Exchange on 4 May 2017.
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the company
endeavours to follow the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to
Chapter 5 of the Capital Markets Rules (the “Code”). In terms of Capital Markets Rule 5.94, the company
hereby reports on the extent of its adoption of the principles of the Code covering the financial year ended
30 April 2025.
The company acknowledges that the Code does not prescribe mandatory rules, but recommends principles
of good practice. Nevertheless, the board strongly believes that such practices are generally in the best
interests of the company and its shareholders, and that compliance with the principles of good corporate
governance is not only expected by investors but also evidences the directors’ and the company’s
commitment to a high standard of good governance.
Good corporate governance is the responsibility of the board of directors, and in this regard the board has
carried out a review of the company’s compliance with the Code for the financial period being reported
upon.
B. General
The company’s governance is led by its board of directors, which is responsible for the overall determination
of the company’s business strategies and policies. The company has adopted a corporate decision-making
and supervisory structure that is tailored to suit its requirements and designed to ensure the effective
operation of adequate controls and procedures within the company, whilst retaining an element of flexibility
essential to allow the company to react promptly and efficiently to circumstances arising in respect of its
business, taking into account its size and the economic conditions in which it operates. The directors are
of the view that it has employed structures which are suitable and complementary to the size and operations
of the company. Accordingly and in general the directors believe that the company has adopted appropriate
structures to achieve an adequate level of good corporate governance, together with an adequate system
of control in line with the company’s requirements.
This corporate governance statement (the “Statement”) sets out the structures and processes in place
within the company and explains how these effectively achieve the goals set out in the Code. For this
purpose, this Statement will make reference to the pertinent principles of the Code and then set out the
manners in which the directors believe that these have been adhered to. Where the company has not
complied with any of the principles of the Code, this Statement will provide an explanation for non-
compliance.
C. Compliance with the Code
Principle 1: The Board
The board’s role and responsibility is to provide the necessary leadership, to set strategy and to exercise
good oversight and stewardship. In terms of the Memorandum of Association of PG p.l.c., the affairs of the
company are managed and administered by a board composed of up to eight (8) directors.
PG p.l.c.
Annual Financial Report - 30 April 2025
11
Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 1: The Board - continued
The board is in regular contact with the Chief Executive Officer, who is a board member, and with the other
two executive directors serving on the board, in order to ensure that it is in receipt of timely and appropriate
information in relation to the business of the group and management performance. The group’s Deputy
Chief Executive Officer is also a member of the board, and its Chief Financial Officer is regularly in
attendance at board meetings, further improving communications between the board and the executive
team. This enables the board to contribute effectively to the decision-making process, whilst at the same
time exercising prudent and effective controls.
The board delegates specific responsibilities to the Audit Committee and to the RemNom Committee.
Further detail in relation to the committees and the responsibilities of the board is found in Principles 4, 5
and 8 of this Statement.
Principle 2: Chairman and Chief Executive
The statute of PG p.l.c. provides for the board to appoint a Chairman from amongst the directors. It also
provides for the appointment of a Chief Executive Officer who serves, by virtue of his office, as a director
of the company. Mr William Spiteri Bailey and Mr Malcolm Camilleri were appointed Chairman and Chief
Executive Officer respectively.
The Chairman is responsible to lead the board and set its agenda, ensure that the directors of the board
receive precise, timely and objective information so that they can take sound decisions and effectively
monitor the performance of the company, ensure effective communication with shareholders and
encourage active engagement by all directors during board discussions.
The Chief Executive Officer leads the management team of the group. He reports regularly to the Board on
the business and affairs of the group and the commercial, economic and other challenges facing it. He is
also responsible to ensure that all submissions made to the board are timely, give a true and correct picture
of the issue or issues under consideration, and are of a professional standard suited to the subject matter
concerned.
The Chief Executive Officer is supported by Mr Paul Gauci, the founder and major shareholder of the
company, who serves as Executive Vice-Chairman. Mr Gauci also takes a leading role in the business
development of the group and in identifying and developing opportunities for expansion.
The Chief Executive Officer chairs a Management Committee composed of the group’s senior executives.
The committee meets on a weekly basis to review the conduct of operations, to review and discuss monthly
management accounts and to review and approve annual plans and budgets prior to their presentation to
the board. The heads of the respective business areas are invited to attend the Management Committee
and to answer any questions of the members of the Management Committee.
The Deputy Chief Executive Officer, Mr Gianluca Borg, chairs a Purchasing Committee charged with
assisting the Chief Purchasing Officer in the operation of the group’s purchasing activities and in
negotiations with suppliers. The Purchasing Committee also exercises oversight on the group’s
relationships with its principal suppliers.
PG p.l.c.
Annual Financial Report - 30 April 2025
12
Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 3: Composition of the Board
The composition of the company’s board of directors is designed to attain a diverse mix of professional and
business skills and backgrounds appropriate to the needs of the group, and an appropriate balance
between executive and non-executive directors.
The board of directors is composed of:
Non-Executive Directors
Mr William Spiteri Bailey FIA CPA - Chairman
Ms Maria Micallef B.A. Hons Accty, FIA, CPA
Mr Lawrence Zammit MA (Econ)
Ms Claire Alexia Borg Gauci
Mr John Zarb (retired 17 January 2025)
Executive Directors
Mr Paul Gauci - Executive Vice-Chairman
Mr Malcolm Camilleri FIA, FCCA, CPA – Chief Executive Officer
Mr Gianluca Borg – Deputy Chief Executive Officer
Independence of Non-Executive Directors
In line with supporting principle 3 (iii) of main Principle 3, at least one third of the board consists of non-
executive directors. With the exception of Ms Claire Alexia Borg Gauci, all the non-executive directors are
considered as independent within the meaning of the Code. None of the independent non-executive
directors:
(a) are or have been employed in any capacity by the company;
(b) receive significant additional remuneration from the company except, from time go time, in the
conduct of specific additional duties connected to their office as directors of the company;
(c) have close family ties with any of the executive members of the board;
(d) have been within the last three years an engagement partner or a member of the audit team of the
present or past external auditor of the company; and
(e) have a significant business relationship with the company.
In terms of Code Provision 3.4, each non-executive director has committed to the board that he/she
undertakes:
(a) to maintain in all circumstances his/her independence of analysis, decision and action;
(b) not to seek or accept any unreasonable advantages that could be considered as compromising
his/her independence; and
(c) to clearly express his/her opposition in the event that he/she finds that a decision of the board may
harm the company.
PG p.l.c.
Annual Financial Report - 30 April 2025
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Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 3: Composition of the Board - continued
Appointment and Removal of Directors
Pursuant to generally accepted practices, as well as the company’s Articles of Association, the appointment
of directors to the board is reserved exclusively to the company’s shareholders, except in so far as an
appointment is made to fill a vacancy on the board, which may be filled by co-option made by the board on
the recommendation of the RemNom Committee.
The Articles of Association regulate the appointment of directors. Any one or more shareholders who in
aggregate hold not less than €250,000 in nominal value of shares having voting rights in the company are
entitled to recommend fit and proper persons for appointment as directors of the company, such
nominations being subject to the approval of the RemNom Committee, which is empowered by the Articles
of Association of the company to reject any recommendation made if, in its considered opinion, the
proposed appointment could be detrimental to the company’s interests or if such person is not considered
as fit and proper to occupy that position. In addition, nominations may be made by the board or the
RemNom Committee itself for consideration by the shareholders at the Annual General Meeting of the
company. The RemNom Committee is also empowered on its own initiative to take steps to ensure that the
board remains constituted by a diverse mix of professional and business skills and backgrounds appropriate
to the needs of the group.
Any director may be removed at any time by the ordinary resolution of the shareholders of the company in
accordance with the Companies Act, in accordance with any other applicable law, or in the specific cases
set out in the Articles of Association of the company.
Principles 4 and 5: The Responsibilities of the Board and Board Meetings
The board meets regularly, usually on a monthly basis in addition to other occasions as may be needed
from time to time. Individual directors, apart from attendance at formal board meetings, participate in other
ad hoc meetings during the year as may be required, and are also active in board committees as mentioned
further below.
During the financial year ended 30 April 2025, eleven (11) board meetings were held. Attendance at these
meetings was as follows:
Board member Meetings attended
Mr John Zarb (retired 17 January 2025) 8
Mr Paul Gauci 7
Mr Charles Borg (retired 28 October 2024) 5
Mr Gianluca Borg 10
Ms Claire Alexia Borg Gauci 10
Ms Maria Micallef 10
Mr William Spiteri Bailey 10
Mr Lawrence Zammit 11
Mr Malcom Camilleri (appointed 28 October 2024) 7
PG p.l.c.
Annual Financial Report - 30 April 2025
14
Corporate governance statement - continued
C. Compliance with the Code - continued
Principles 4 and 5: The Responsibilities of the Board and Board Meetings - continued
The board is entrusted with the overall direction, administration and management of the group. The board,
in fulfilling this mandate, assumes responsibility for the following:
• reviewing and approving the business plan and budgets that are submitted by management, and
working with management in the implementation of the business plan;
• identifying the principal business risks for the group and overseeing the implementation and monitoring
of appropriate risk management systems;
• ensuring that effective internal control and management information systems for the group are in place;
• assessing the performance of the group’s executive officers, including monitoring the establishment of
appropriate systems for succession planning, and for approving the compensation levels of such
executive officers; and
• ensuring that the group has in place a policy to enable it to communicate effectively with shareholders,
other stakeholders and the public generally.
The board regularly reviews and approves various management reports as well as annual financial plans,
including capital budgets. In addition, the strategy, processes and policies adopted for implementation are
regularly reviewed by the board.
The board is also responsible for ensuring that the group recognises and meets its environmental, social
and governance responsibilities. These include, inter alia:
(a) Setting and maintaining the behavioural and ethical standards of the group.
(b) Safeguarding the health and safety of all customers and staff. This includes, amongst other measures,
ensuring that regular checks are carried out on the freshness and quality of the products sold in the
group’s supermarkets; the training of staff with specific responsibilities to help deal with medical and
other emergencies; the regular monitoring and maintenance of premises and equipment; and the
adherence at all times to prescribed safety measures. The board requests and receives regular reports
on the group’s procedures in these areas.
(c) Ensuring that all employees, customers and business partners are treated with full respect for human
rights and without any discrimination on the basis of race, gender or belief.
(d) Ensuring that the group conducts its business with a proper awareness of its social and environmental
responsibilities.
(e) Ensuring that the group maintains a zero–tolerance approach to bribery and corruption. The PG Group
has at no time been involved or implicated in corruption or bribery allegations. We will not seek to
influence others, either directly or indirectly, by paying bribes or kickbacks in any form, or by any other
measure that is illicit, unethical or that may in any manner tarnish our reputation.
PG p.l.c.
Annual Financial Report - 30 April 2025
15
Corporate governance statement – continued
C. Compliance with the Code - continued
Principles 4 and 5: The Responsibilities of the Board and Board Meetings - continued
The Chairman ensures that all issues relevant to long-term strategic and short-term performance of the
group are placed on the agenda of board meetings and, for the purpose of discussion thereon, are
supported by all available information, whilst encouraging the presentation of views pertinent to the subject
matter and giving all directors every opportunity to contribute to the discussion.
Principle 6: Information and Professional Development
The recruitment and selection of senior management is the responsibility of the Chief Executive Officer
acting in consultation with the board. Likewise, the Chief Executive Officer consults with the board on
matters relating to succession planning for senior management within the company. The board considers
and discusses succession planning measures at all senior management levels taking into account the size
and depth of the management team of the group.
The board, acting through the RemNom Committee, is also concerned with ensuring the ongoing
professional training and development of the group’s management team.
The directors have access to the advice and services of the Company Secretary, Dr Emma Grech, who is
responsible for ensuring that board procedures are adhered to. Additionally, directors may seek
independent professional advice on any matter should they deem such necessary in order to discharge
their responsibilities as directors, at the company’s expense.
Principle 7: Evaluation of the Board’s Performance
The RemNom Committee regularly evaluates the performance of the board and the contribution made by
the individual board members, and considers their continued suitability (including, but not limited to, the two
directors retiring by rotation at the next Annual General Meeting), and is of the view that over the period
under review, all members of the board, individually and collectively, contributed to proceedings in line with
the required levels of diligence and skill. In addition, the board believes that its current composition endows
the board with a cross-section of skills and experience relevant to the operations of the group and achieves
the appropriate balance required for it to function effectively and to ensure appropriate succession.
Principle 8: Committees
The directors have constituted the following board committees, the terms of reference of which are
determined by the board from time to time with the purpose of fulfilling the below mentioned purposes:
Audit Committee
The Audit Committee is composed of Mr Lawrence Zammit (Chairman – appointed as Chairman of the
Audit Committee on 17 January 2025 in the stead of Mr William Spiteri Bailey, who relinquished his position
as Chairman of the Audit Committee on the same date in view of his appointment as Chairman of the
Board), Mr William Spiteri Bailey and Ms Maria Micallef, all occupying an independent Non-Executive
Director role within the company; and of Ms Claire Alexia Borg Gauci. In light of their qualifications as well
as their valuable experience, Mr William Spiteri Bailey and Ms Maria Micallef are the Audit Committee
members who are considered to be competent in accounting and/or auditing in terms of the Capital Markets
Rules.
PG p.l.c.
Annual Financial Report - 30 April 2025
16
Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 8: Committees - continued
Audit Committee - continued
The committee is responsible for reviewing the financial reporting processes and policies, the system of
internal control and management of financial risk, the audit process, any transactions with related parties
and the company’s process for monitoring compliance with laws and regulations. When the Audit
Committee’s monitoring and review activities reveal cause for concern or scope for improvement, it shall
make recommendations to the board on the action needed to address the issue or make improvements.
The Audit Committee has the task to ensure that any potential conflicts of interest are resolved in the best
interests of the group. Its primary objective is to assist the board in dealing with issues of risk, control and
governance and in reviewing the group’s reporting processes, financial policies and internal control
structure. The Audit Committee also oversees the conduct of the external audit and facilitates
communication between the board, management and external auditors.
The Audit Committee is a committee appointed by the board and is directly responsible and accountable
to the board. Its main role and responsibilities are:
(a) to review procedures and assess the effectiveness of the internal control systems, including financial
reporting;
(b) to assist the board in monitoring the integrity of the financial statements, the internal control structures,
the financial reporting processes and financial policies of the company;
(c) to make recommendations to the board in relation to the appointment of the external auditor and to
approve the remuneration and terms of engagement of the external auditor following appointment by
the shareholders in general meeting;
(d) to monitor and review the external audit functions, including the external auditor`s independence,
objectivity and effectiveness;
(e) to establish internal procedures and to monitor these on a regular basis;
(f) to establish and maintain access between the internal and external auditors of the company and to
ensure that this is open and constructive;
(g) to review and challenge where necessary, the actions and judgements of management, in relation to
the interim (if applicable) and annual financial statements before submission to the board, focusing
particularly on:
(i) critical accounting policies and practices and any changes in them;
(ii) decisions requiring a major element of judgement;
(iii) the extent to which the financial statements are affected by any unusual transactions in the year
and how they are disclosed;
(iv) the clarity of disclosures and compliance with International Financial Reporting Standards;
(v) significant adjustments resulting from the audit;
(vi) compliance with stock exchange and other legal requirements; and
(vii) reviewing the company’s Statement on Corporate Governance prior to endorsement by the
board.
PG p.l.c.
Annual Financial Report - 30 April 2025
17
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 8: Committees - continued
Audit Committee - continued
(h) to gain an understanding of whether significant internal control recommendations made by internal
and external auditors have been implemented by management;
(i) to establish and exercise oversight upon the internal audit function of the company, and to review its
plans, activities, staffing and organisational structure;
(j) to monitor the statutory audit of the annual and consolidated accounts;
(k) to discuss company policies with respect to risk assessment and risk management, review contingent
liabilities and risks that may be material to the company; and
(l) to consider other matters that are within the general scope of the committee that are referred to it by
the Board of Directors.
The terms of reference of the Audit Committee, approved by the Board, are modelled on the
recommendations of the Capital Markets Rules.
The Audit Committee has met six (6) times in the financial year ended 30 April 2025, and the attendance
at these meetings was as follows:
Committee member Meetings attended
Mr William Spiteri Bailey 5
Ms Claire Alexia Borg Gauci 5
Ms Maria Micallef 6
Mr Lawrence Zammit 6
Remuneration and Nominations Committee
In view of its size, the company has taken the view that whilst it considers the role and function of each of
the Remuneration Committee and the Nomination Committee as important, it would be more efficient for
these committees to be merged into a single, ‘RemNom Committee’ that would serve a dual role.
The RemNom Committee is composed of Mr William Spiteri Bailey (Chairman – appointed as Chairman of
the RemNom Committee on 17 January 2025 in the stead of Mr John Zarb, who retired from his role on the
same date), Mr Paul Gauci and Mr Lawrence Zammit.
In its function as Remuneration Committee, the RemNom Committee is charged with the oversight of the
remuneration policies implemented by the company with respect to its directors, management and
employees. Its objectives are those of deciding a remuneration policy aimed to attract, retain and motivate
directors, whether executive or non-executive, as well as senior management with the right qualities and
skills for the benefit of the company. It is responsible for making proposals to the board on the individual
remuneration packages of directors and senior management and is entrusted with monitoring the level and
structure of remuneration of the non-executive directors.
PG p.l.c.
Annual Financial Report - 30 April 2025
18
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 8: Committees - continued
Remuneration and Nominations Committee - continued
In its function as Nomination Committee, the RemNom Committee’s task is to propose to the board
candidates for the position of director, including persons considered to be independent in terms of the
Capital Markets Rules, whilst also taking into account any recommendation from shareholders. It is to
periodically assess the structure, size, composition and performance of the board and make
recommendations to the board regarding any changes, as well as consider issues related to succession
planning. It is also entrusted with reviewing the board’s policy for selection and appointment of senior
management.
The RemNom Committee met four (4) times during the financial year ended 30 April 2025, and the
attendance at these meetings was as follows:
Committee member Meetings attended
Mr William Spiteri Bailey 1
Mr Paul Gauci 3
Mr Lawrence Zammit 4
Mr John Zarb (retired 17 January 2025) 3
Remuneration of directors and senior management
Please refer to the Remuneration Statement (see page 23) for information regarding the remuneration of
the company’s directors and senior executives.
Principles 9 and 10: Relations with Shareholders and with the Market, and Institutional
Shareholders
The company recognises the importance of maintaining a dialogue with its shareholders and of keeping
the market informed to ensure that its strategies and performance are well understood.
The company will communicate effectively with shareholders by publishing its results on a six-monthly basis
during the year, by way of half yearly and annual reports and financial statements, through interim Directors’
Statements, through periodical company announcements and through press releases in the local media to
the market in general. The financial results will be made available on the group’s website
www.pggroup.com.mt.
Annual General Meeting
Within seven months of the end of the financial year, the Annual General Meeting of the shareholders will
be convened to consider the annual financial statements, the directors’ and auditors’ reports for the year,
to decide on any dividends recommended by the board, to elect directors, appoint auditors and to set their
remuneration.
A presentation will be given to the shareholders present showing how the group operated in the light of
prevailing economic and market conditions, and an assessment on future prospects will be given. The
Chairman arranges for all directors to attend the Annual General Meeting. More information on general
meetings of the company may be found in section F below.
PG p.l.c.
Annual Financial Report - 30 April 2025
19
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 11: Conflicts of Interest
It is the practice of the board that when a potential conflict of interest arises in connection with any
transaction or other matter, the potential conflict of interest is declared so that steps may be taken to ensure
that such items are appropriately addressed. By virtue of the company’s Articles of Association, the
directors are obliged to keep the board advised, on an ongoing basis, of any interest that could potentially
conflict with that of the company. The board member concerned shall not take part in the assessment by
the board as to whether a conflict of interest exists. A director shall not vote in respect of any contract,
arrangement, transaction or proposal in which he has a material interest in accordance with the Articles of
Association. The board believes that this is a procedure that achieves compliance with Principle 11. None
of the directors, save Mr Paul Gauci, Mr Malcolm Camilleri and Mr Gianluca Borg, have any shares in the
company.
Any material transactions with related parties, which pose intrinsic potential conflicts of interests, require
the approval of the Audit Committee, which is charged with ensuring that such transactions are necessary
for the conduct of the company’s business and are transacted on an arms’ length basis.
As explained in the prospectus issued by the company on 27 March 2017, the group was re-organised in
its current form to include, as far as practicable, all the businesses that were at the time controlled by Mr
Paul Gauci, and managed by his management team. This serves to reduce the scope for any future
potential conflicts of interests involving the majority shareholder. Mr Gauci has since invested in new
ventures overseas. These ventures are administered by a dedicated management and staff complement,
located in separate premises, and place no burdens or constraints on the resources of PG Group.
Principle 12: Corporate Social Responsibility
The company recognises the importance of its role in the corporate social responsibility arena and seeks
to ensure that in its operations the environment is respected. The directors are also aware of the importance
of having good relations with stakeholders and strive to work together with them in order to invest in human
capital, robust health and safety standards and to adopt environmentally responsible practices (refer also
to Principle 4 above).
D. Non-compliance with the Code
The directors set out below the Code provisions with which the company does not comply and an
explanation as to the reasons for such non-compliance:
Principle 8: Committees (Code Provision 8.A.1.)
With respect to Code Provision 8.A.1. which sets out the composition requirements of remuneration
committees, particularly that the Remuneration Committee must be composed of non-executive directors,
the Board notes that the RemNom Committee is not composed in strict compliance with the Code, due to
Mr Paul Gauci, an executive director, being a member of the RemNom Committee. Mr Paul Gauci founded
and has led the business for many years and is its principal shareholder. The board believes that this
departure from the provisions of the Code is justified as, given his familiarity with the business and with its
management team, Mr Gauci’s membership within the RemNom Committee is conducive to improving the
functioning of said committee and to enhancing the governance of the group.
PG p.l.c.
Annual Financial Report - 30 April 2025
20
Corporate governance statement - continued
D. Non-compliance with the Code - continued
Principle 9: Relations with Shareholders and with the Market (Code Provision 9.3)
There are no formal procedures in place within the company for the resolution of conflicts between minority
and controlling shareholders, nor do the company’s Memorandum or Articles of Association as
recommended in Code Provision 9.3 contemplate any mechanism for arbitration in these instances. The
board is not aware that any such conflicts of interest have ever arisen.
Principle 9: Relations with Shareholders and with the Market (Code Provision 9.4)
The company does not have a policy in place to allow minority shareholders to present an issue to the
board. In practice, however, the open channel of communication between the company and minority
shareholders via the office of the Company Secretary is such that any issue that may merit bringing to the
attention of the board may be transmitted via the Company Secretary, who is in attendance at all meetings
of the Board of Directors.
Other than the above, and in the opinion of the board, the company has instituted governance procedures
which shall ensure full compliance with the Code.
E. Internal Control
The board is ultimately responsible for the company’s system of internal control and risk management and
for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure
to achieve business objectives, and can only provide a reasonable, as opposed to absolute assurance
against material misstatement or loss.
The company operates through the board of directors and the management team with clear reporting lines
and delegation of powers. The board of directors has adopted and implemented appropriate policies and
procedures to manage risks and internal control. The board plans, controls and monitors business
operations in order to achieve the set objectives.
The directors, with the assistance of management, are responsible for the identification, evaluation and
management of the key risks to which the company may be exposed. The company has clear and
consistent procedures in place for monitoring the system of internal financial controls. The directors also
receive periodic management information giving comprehensive analysis of financial and business
performance including variances against the group’s set targets. This process is applicable specifically in
relation to the group’s financial reporting framework.
Through the Audit Committee, the board reviews the effectiveness of the company’s system of internal
controls, including financial reporting, which is also monitored by an Internal Audit team. The Audit
Committee also analyses the internal audit reports prepared by the group’s internal auditors and ensures
that the recommendations therewith are adopted and implemented to further strengthen the company’s
processes and procedures. The Audit Committee also determines whether significant internal control
recommendations made by the external auditors have been implemented.
PG p.l.c.
Annual Financial Report - 30 April 2025
21
Corporate governance statement - continued
F. General Meetings
The manner in which the general meeting is conducted is outlined in Article 11 of the company’s Articles of
Association, subject to the provisions of the Companies Act.
As explained under Principles 9 and 10, within seven months of the end of the financial year, the Annual
General Meeting of the shareholders will be convened to consider the annual financial statements, the
directors’ and auditors’ reports for the year, to decide on any dividends recommended by the board, to elect
directors if necessary, appoint auditors and to set their remuneration. A presentation will be given to the
shareholders present showing how the company operated in the light of prevailing economic and market
conditions, and an assessment on future prospects will be given. The Chairman arranges for all directors
to attend the Annual General Meeting.
In addition, and in terms of Article 11.3 of the Articles of Association of the company, the board of directors
may convene an extraordinary general meeting whenever they think fit. If at any time there are not sufficient
directors capable of acting to form a quorum for a meeting of the directors (being four (4) directors), any
director, or any two shareholders holding at least ten per cent (10%) of the shares conferring a right to
attend and vote at general meetings of the company, may convene an extraordinary general meeting in the
same manner.
Adequate notice of general meetings must be given to shareholders as outlined in Articles 11.4-11.6 of the
company’s Articles of Association.
All shareholders registered in the Shareholders’ Register on the Record Date as defined in the Capital
Markets Rules have the right to attend, participate and vote in the general meeting. A shareholder who
cannot participate in the general meeting can appoint a proxy by written or electronic notification to the
company.
Signed by William Spiteri Bailey (Chairman) and Paul Gauci (Executive Vice-Chairman) on 29 August 2025.
PG p.l.c.
Annual Financial Report - 30 April 2025
22
Remuneration statement
In terms of Rule 8A.4 of the Code of the Principles of Good Corporate Governance (the “Code”) contained
in the Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Markets Rules”),
and in terms of Appendix 12.1 of the said Capital Markets Rules, the company is to include a Remuneration
Report in its annual report which shall contain, inter alia, details of the Remuneration Policy of the company
and the financial packages of directors and the company’s senior executive team, which for the purposes
of this Remuneration Report shall be taken to refer to the Chief Executive Officer (the “CEO”), the deputy
CEO, as well as the Company’s chief officers, namely the Chief Operations Officer, Chief Financial Officer,
Chief Purchasing Officer, Head Information Technology and Head Marketing.
A. Rationale for Remuneration
The company’s Remuneration Policy, as mandated in terms of Chapter 12 of the Capital Markets Rules,
being borne in mind, the remuneration of the abovementioned individuals is established in the following
manner:
(a) At the time of the initial public offering and of the listing of the company’s shares, continuity was
assured in the salaries payable to the executive directors and the company’s senior executives after
these were reviewed by the board of directors and adjudged appropriate and suitable in the context of
the responsibilities and experience of the individuals concerned. These salaries were reflected in the
business results and forecasts published by the group at the time.
Executive salaries are reviewed annually by the company’s Remuneration Committee and
Nominations Committee (the “RemNom Committee”), as set up in terms of its Memorandum and
Articles of Association, to ensure that they remain commensurate with the performance of the
individuals concerned and in line with the market.
(b) The remuneration of the non-executive directors is set by reference to the time they are expected to
dedicate, annually, to the affairs of the group, as well as the responsibilities pertinent to their role,
remunerated at a rate that acknowledges and is commensurate with the professional status and
experience of the individuals concerned and with market conditions. The process is designed to attain
transparency on the time input that the directors are expected to dedicate annually to the Group, whilst
at the same time creating a basis upon which to determine future revisions should directors be required
to dedicate more time to the group’s affairs.
(c) A variable annual performance bonus scheme is in place. Annual bonuses are generally determined
on a discretionary basis, at first instance by the CEO, together with the Executive Vice-Chairman, and
are then approved by the RemNom Committee; provided, however, that bonuses pertaining to the
CEO and the deputy CEO are determined and approved directly by the RemNom Committee. Bonuses
are paid in cash by the group during the financial year.
For further information in this regard, please refer to the company’s Remuneration Policy, which is available
on the group’s website (www.pggroup.com.mt).
B. Nature of Remuneration
Save as specified above, the remuneration payable to the directors and the company’s senior executive
team is fixed and does not include any variable element based on performance indicators or the right to
purchase shares in the company by virtue of share options, nor any other deferred compensation or pension
benefits. The remuneration of directors is paid by entities within the Group.
PG p.l.c.
Annual Financial Report - 30 April 2025
23
Remuneration statement - continued
B. Nature of Remuneration - continued
Taking into consideration the management and operational set-up of the group, the board of directors
considers a combination of a fixed form of remuneration and a discretionary annual bonus to constitute a
suitable basis of remuneration for the executive team for the executive team and the executive directors,
whereas a fixed form of remuneration is best suited to the non-executive directors; provided, however, that
in terms of its Remuneration Policy, and in addition to their fixed remuneration, directors who are also
appointed to chair, or to sit as members of, one or more of the committees of the company, or who are
asked to serve as directors and, or chair of the board of subsidiaries of the company, may be entitled to
receive additional compensation, as shall be determined by the board from time to time. Such additional
remuneration shall form part of the aggregate emoluments of directors as approved by the general meeting
of the company. The basis upon which such additional remuneration is paid shall take into account the
skills, competencies, and technical knowledge that members of such committees require and the respective
functions, duties and responsibilities attaching to membership of such committees.
Two of the executive directors and all non-director senior executives are permitted the use of a company
vehicle. No other non-cash remuneration is paid to directors and the company’s senior executive team.
The RemNom Committee is satisfied that the base remuneration for the year under review is aligned with
the core principles of the company’s current Remuneration Policy, ensuring that market conditions and
remuneration rates offered by similar organisations for comparable roles have been taken into
consideration.
C. Remuneration amounts
The following is an outline of the directors’ and senior executive team’s cash remuneration for the year
under review:
Emoluments of directors [aggregate]
Board & Committee | Fixed | Variable | Total | |
Fees | remuneration | remuneration | ||
Year ended 30 April 2025 | €193,440 | €405,550 | €205,029 | €804,019 |
Year ended 30 April 2024 | €174,093 | €309,660 | €84,483 | €568,236 |
PG p.l.c.
Annual Financial Report - 30 April 2025
24
Remuneration statement - continued
C. Remuneration amounts - continued
Emoluments of directors [individual]
Individually, the directors were paid the following amounts during the year under review:
Board & | Fixed | Variable | Total | Total | ||||
4 | Committee Fees | remuneration | remuneration | 202 | 202 | 5 | ||
Mr John Zarb | – | Non- | €45,000 | Nil | Nil | €45,000 | €53,000 | |
Executive Chairman * | ||||||||
Mr William Spiteri Bailey | €30,000 | Nil | Nil | €30,000 | €17,299 | |||
– Non-Executive | ||||||||
Chairman* | ||||||||
Mr Paul Gauci | – | €20,000 | €146,269 | €10,000 | €176,269 | €160,397 | ||
Executive Vice-Chairman | ||||||||
Mr Charles Borg | – | €10,000 | €50,354 | Nil | €60,354 | €122,856 | ||
Executive Director & | ||||||||
Chief Executive Officer | ** | |||||||
Mr Malcolm Camilleri - | €10,000 | €132,623 | €115,384 | €258,007 | €196,848 | |||
Executive Director & | ||||||||
Chief Executive Officer | ** | |||||||
Mr Gianluca Borg | – | €20,000 | €76,304 | €79,524 | €175,828 | €134,220 | ||
Executive Director & | ||||||||
Deputy Chief Executive | ||||||||
Officer*** | ||||||||
Ms Claire Alexia Borg | €18,440 | Nil | Nil | €18,440 | €45,866 | |||
Gauci | – | Non-Executive | ||||||
Director* | *** | |||||||
Ms Maria Micallef | – | Non- | €20,000 | Nil | €121 | €20, | 121 | €17,299 |
Executive Director | ||||||||
Mr Lawrence Zammit | – | €20,000 | Nil | Nil | €20,000 | €17,299 | ||
Non-Executive Director | ||||||||
* Mr William Spiteri Bailey was appointed as Non-Executive Chairman on 17 January 2025, instead of Mr
John Zarb, previous Non-Executive Chairman, who retired on the same date.
** Mr Malcolm Camilleri was appointed to the Board on 28 October 2024 and simultaneously appointed as
Chief Executive Officer instead of Mr Charles Borg, previous Chief Executive Officer, who retired on the
same date.
*** Mr Gianluca Borg was appointed as Deputy Chief Executive Officer on 28 October 2024 instead of Mr
Malcolm Camilleri, who previously occupied said role.
**** Ms Claire Alexia Borg Gauci also serves as director on the subsidiary companies forming part of the
group.
PG p.l.c.
Annual Financial Report - 30 April 2025
25
Remuneration statement - continued
C. Remuneration amounts - continued
The above table includes the remuneration and related benefits awarded to members of the Board of
Directors. Board related emoluments included in the above table requiring shareholder approval under
Article 22 of the Memorandum and Articles of Association of the Company amount to €193,440 (approved
limit of €750,000).
None of the directors hold any share options in the company.
In terms of the requirements within Appendix 12.1 of the Capital Markets Rules, the annual change of
remuneration over the four most recent financial years were as follows:
FY 2025 change | FY 2024 | FY 2023 | FY 2022 | |
over FY 2024 | over FY 2023 | over FY 2022 | over FY 2021 | |
Directors and deputy group chief | 5.1% | 4.5% | (3.8%) | 8.2% |
executive | ||||
Average employee remuneration | 5.1% | (4.3%) | 17.6% | 11.1% |
(8.6%) | 6.9% | 5.2% | 14% |
Performance of the group – Profit for
the year
Emoluments of the senior executive team, including the executive directors whose earnings are also
disclosed above [aggregate]
Board & Committee | Fixed | Variable | Total | |||||||
Fees | remuneration | remuneration | ||||||||
Year ended 30 April | 202 | 5 | € | 40,000 | € | 620,188 | € | 296,152 | € | 956,340 |
Year ended 30 April 2024 | € 34,598 | €5 89,164 | €2 49,999 | €8 73,761 | ||||||
D. Director and senior executive contracts
None of the directors or senior executives are party to a service contract that contains provisions for
termination payments and other payments linked to early termination.
No changes were made during the year to the recurring fixed remuneration payable to the non-executive
directors. The remuneration of executive directors may be updated from time to time in line with market
conditions and with changes in their duties and responsibilities, and such in accordance with the provisions
of the company’s Remuneration Policy.
PG p.l.c.
Annual Financial Report - 30 April 2025
26
Remuneration statement - continued
E. Remuneration Policy in accordance with Chapter 12 of the Capital Markets Rules
Pursuant to the requirements of Capital Markets Rule 12.26A, the group’s Remuneration Policy, which is
intended to provide an overarching framework that establishes the principles and parameters applied in
determining the remuneration to be paid to the company’s directors, CEO and deputy CEO, was last
approved by the shareholders at the 8
th
Annual General Meeting of the company on 28 October 2024, and
is available on the group’s website. This Remuneration Policy shall be reviewed regularly, and at least
every four years. Such policy was drawn up and updated in particular having due regard to the responsibility
vested in the functions and roles of the directors, the CEO and the deputy CEO, market conditions and
regulations, including those relating to the group’s environmental, social and governance responsibilities,
and the remuneration being offered by similar organisations.
F. Contents of the Remuneration Report
The contents of the Remuneration Report have been reviewed by the external auditors to ensure that they
conform with the requirements of Appendix 12.1 to Chapter 12 of the Capital Markets Rules.
PG p.l.c.
Annual Financial Report - 30 April 2025
27
Statements of financial position
As at 30 April | |||||||
Group | Company | ||||||
4 | 202 | 5 | 202 | 5 | 202 | 4 | 202 |
Notes | €’000 | €’000 | €’000 | €’000 | |||
ASSETS | |||||||
Non-current assets | |||||||
Property, plant and equipment | 4 | - | - | ||||
Right- | of | -use assets | 5 | - | - | ||
Investment property | 6 | - | - | ||||
Investment in subsidiaries | 7 | - | - | 34,508 | 34,506 | ||
Investment in associates | 8 | 3,502 | 3,502 | ||||
Equity instruments at fair value | |||||||
through other comprehensive income | 9 | - | - | ||||
Other financial assets measured at | |||||||
amortised cost | 10 | - | - | ||||
Trade and other receivables | 12 | 31,646 | 545 | ||||
Total non-current assets | 69,656 | 38,553 | |||||
Current assets | |||||||
Inventories | 11 | - | - | ||||
Trade and other receivables | 12 | 1,198 | 427 | ||||
Other financial asset measured | |||||||
at amortised cost | 10 | - | - | ||||
Cash and cash equivalents | 13 | 40 | 15 | ||||
Total current assets | 1,238 | 442 | |||||
Total assets | 70,894 | 38,995 |
PG p.l.c.
Annual Financial Report - 30 April 2025
28
Statements of financial position - continued
As at 30 April | |||||||
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
Notes | €’000 | €’000 | €’000 | €’000 | |||
EQUITY AND LIABILITIES | |||||||
Capital and reserves | |||||||
Share capital | |||||||
Fair value reserve | 15 | ( | ( | - | - | ||
Retained earnings | 38,041 | 5,766 | |||||
Total equity | 65,041 | 32,766 | |||||
Non-current liabilities | |||||||
Trade and other payables | 18 | - | 6,200 | ||||
Lease liabilities | 5 | - | - | ||||
Deferred taxation | 17 | - | - | ||||
Total non-current liabilities | - | 6,200 | |||||
Current liabilities | |||||||
Trade and other payables | 18 | 5,853 | 29 | ||||
Borrowings | 16 | - | - | ||||
Lease liabilities | 5 | - | - | ||||
Current tax liabilities | - | - | |||||
Total current liabilities | 5,853 | 29 | |||||
Total liabilities | 5,853 | 6,229 | |||||
Total equity and liabilities | 70,894 | 38,995 |
The notes on pages 33 to 81 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2025
29
Statements of comprehensive income
Year ended 30 April | |||||||
Group | Company | ||||||
4 | 202 | 5 | 202 | 5 | 202 | 4 | 202 |
Notes | €’000 | €’000 | €’000 | €’000 | |||
Revenue | 23 | 11,297 | 11,811 | ||||
Cost of sales | 19 | ( | ( | - | - | ||
Gross profit | 11,297 | 11,811 | |||||
Selling and marketing costs | 19 | ( | ( | - | - | ||
Administrative expenses | 19 | ( | ( | (136) | (140) | ||
Other income | 22 | 32,318 | - | ||||
Operating profit | 43,479 | 11,671 | |||||
Investment income | 23 | - | - | ||||
Finance income | 24 | - | - | ||||
Finance costs | 25 | ( | ( | - | - | ||
Share of results of associates | |||||||
Profit before tax | 43,479 | 11,671 | |||||
Tax expense | 26 | ( | ( | (3,954) | (4,134) | ||
Profit for the year | 39,525 | 7,537 | |||||
Other comprehensive income: | |||||||
Items that will not be reclassified | |||||||
to profit or loss: | |||||||
Changes in the fair value of equity | |||||||
investments | at | fair | value | ( | ( | - | - |
through | other | comprehensive | |||||
income | |||||||
Other comprehensive income for | ( | ( | - | - | |||
the year | |||||||
Total comprehensive income for | 39,525 | 7,537 | |||||
the year |
Earnings per share for the year attributable
to shareholders
Basic earnings per share
€
€
The notes on pages 33 to 81 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2025
30
Statements of changes in equity
Share | Fair value | Retained | |||||||
capital | reserve | earnings | Total | ||||||
Group | Notes | €’000 | €’000 | €’000 | €’000 | ||||
Balance at 1 May 2023 | ( | ||||||||
Comprehensive income | |||||||||
Profit for the year | |||||||||
Other comprehensive income | |||||||||
Fair value movement | 15 | ( | ( | ||||||
Transactions with owners | |||||||||
Dividends for the year | 27 | ( | ( | ||||||
Balance at 30 April 2024 | ( | ||||||||
Balance at 1 May 2024 | ( | ||||||||
Comprehensive income | |||||||||
Profit for the year | |||||||||
Other comprehensive income | |||||||||
Fair value movement | 15 | ( | ( | ||||||
Transactions with owners | |||||||||
Dividends for the year | 27 | ( | ( | ||||||
Balance at 30 April 2025 | ( |
PG p.l.c.
Annual Financial Report - 30 April 2025
31
Statements of changes in equity - continued
Share | Retained | |||
capital | earnings | Total | ||
Company | Note | €’000 | €’000 | €’000 |
Balance at 1 May 2023 | 27,000 | 5,479 | 32,479 | |
Comprehensive income | ||||
Profit for the year | 537 | - | 7,537 | 7, |
Transactions with owners | ||||
Dividends for the year | 27 | - | (7,250) | (7,250) |
Balance at 30 April 2024 | 27,000 | 5,766 | 32,766 | |
Balance at 1 May 2024 | 27,000 | 5,766 | 32,766 | |
Comprehensive income | ||||
Profit for the year | - | 39,525 | 39,525 | |
Transactions with owners | ||||
Dividends for the year | 27 | - | (7,250) | (7,250) |
Balance at 30 April 2025 | 27,000 | 38,041 | 65,041 |
The notes on pages 33 to 81 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2025
32
Statements of cash flows
Year ended 30 April | |||||||
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
Notes | €’000 | €’000 | €’000 | €’000 | |||
Cash flows from operating | |||||||
activities | |||||||
Cash generated from operations | 29 | 11,231 | 11,390 | ||||
Interest received | 24 | - | - | ||||
Interest paid | 25 | ( | ( | - | - | ||
Tax paid | ( | ( | (3,954) | (4,134) | |||
Net cash generated from operating | |||||||
activities | 7,277 | 7,256 | |||||
Cash | flows | used | in | investing | |||
activities | |||||||
Purchases of property, plant and | |||||||
equipment | 4 | ( | ( | - | - | ||
Purchases of investment property | 6 | ( | ( | - | - | ||
Investment in fixed term deposits | 10 | ( | |||||
Purchases of debt securities | 10 | ( | ( | ||||
Dividends received | 23 | - | - | ||||
Proceeds from disposal of property, | |||||||
plant and equipment | - | - | |||||
Equity investment in new subsidiaries | 7 | - | - | 2 | - | ||
Net cash used in investing | |||||||
activities | ( | ( | 2 | - | |||
Cash | flows | used | in | financing | |||
activities | |||||||
Repayments of bank borrowings | ( | - | - | ||||
Payments of principal portion of lease | |||||||
liabilities | ( | ( | - | - | |||
Dividends paid | 27 | ( | ( | (7,250) | (7,250) | ||
Net cash used in financing | |||||||
activities | ( | ( | (7,250) | (7,250) | |||
Net movement in cash and | |||||||
cash equivalents | ( | ( | 25 | 6 | |||
Cash and cash equivalents at | |||||||
beginning of year | 15 | 9 | |||||
Cash and cash equivalents at end | |||||||
of year | 13 | ( | 40 | 15 |
The notes on pages 33 to 81 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2025
33
Notes to the financial statements
PG p.l.c.
Annual Financial Report - 30 April 2025
34
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
35
1. Material accounting policy information - continued
1.2 Consolidation - continued
(a) Subsidiaries - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
36
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
37
1. Material accounting policy information - continued
% | ||
Buildings | 1 - 2 | |
Improvements to premises | 3 - 10 | |
Furniture and fittings | 10 | - 25 |
Plant, machinery and equipment | 6.67 - | 25 |
Motor vehicles | 20 |
PG p.l.c.
Annual Financial Report - 30 April 2025
38
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
39
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
40
1. Material accounting policy information - continued
1.9 Financial assets - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
41
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
42
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
43
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
44
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
45
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
46
1. Material accounting policy information - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
47
2. Financial risk management - continued
2.1 Financial risk factors - continued
(a) Market risk - continued
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Financial assets measured at | |||||||
amortised cost: | |||||||
Trade and other receivables (note 12) | 8,595 | 7,944 | 32,844 | 972 | |||
Cash in bank and in hand (note 13) | 11 | ,8 26 | 12,309 | 40 | 15 | ||
Term deposits | - | 1,000 | - | - | |||
Listed corporate bonds (note 10) | 18,106 | 4,535 | - | - | |||
38,527 | 25,788 | 32,884 | 987 |
PG p.l.c.
Annual Financial Report - 30 April 2025
48
2. Financial risk management - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
49
PG p.l.c.
Annual Financial Report - 30 April 2025
50
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
51
PG p.l.c.
Annual Financial Report - 30 April 2025
52
2. Financial risk management - continued
Carrying | Contractual | Within | Between | Over | |
amount | cash flows | one year | 1 and 5 years | 5 years | |
€’000 | €’000 | €’000 | €’000 | €’000 | |
30 April 2025 | |||||
Bank borrowings | 18,326 | 18,326 | 18,326 | - | - |
Trade and other | |||||
payables | 40,771 | 40,771 | 40,771 | - | - |
Lease liabilities | 24,727 | 47,595 | 1,704 | 6,632 | 39,259 |
39,259 | 8 3, | 824 | 106,692 | 60,801 | 6,632 |
30 April 2024 | |||||
Bank borrowings | 5,018 | 5,018 | 5,018 | - | - |
Trade and other | |||||
payables | 31,814 | 31,814 | 31,814 | - | - |
Lease liabilities | 21,126 | 49,325 | 1,704 | 6,720 | 40,901 |
57,958 | 86,157 | 38,536 | 6,720 | 40,901 |
PG p.l.c.
Annual Financial Report - 30 April 2025
53
2. Financial risk management - continued
2.3 Capital risk management factors - continued
Group | |||
4 | 202 | 5 | 202 |
€’000 | €’000 | ||
Total borrowings and lease liabilities (notes 16 and 5) | 43,053 | 26,144 | |
Less: Cash at bank and in hand (note 13) | (1 1 ,8 26 | ) | (11,309) |
Net borrowings and lease liabilities | 31,227 | 14,835 | |
Total equity | 73, 850 | 68,739 | |
Total capital | 105,077 | 83,574 | |
Gearing | 29. | 7% | 17.8% |
PG p.l.c.
Annual Financial Report - 30 April 2025
54
Assets | Machinery, | Furniture, | |||||||
in the | motor | fixtures | |||||||
Land and | course of | vehicles and | and | ||||||
buildings | construction | equipment | fittings | Total | |||||
Group | €’000 | €’000 | €’000 | €’000 | €’000 | ||||
At 30 April 2023 | |||||||||
Cost or valuation | 55,304 | 457 | 8,236 | 6,400 | 70,397 | ||||
Accumulated depreciation | (3,533) | - | (2,939) | (3,497) | (9,969) | ||||
Net book amount | 51,771 | 457 | 5,297 | 2,903 | 60,428 | ||||
Year ended 30 April 2024 | |||||||||
Opening net book amount | 51,771 | 457 | 5,297 | 2,903 | 60,428 | ||||
Additions | 132 | 94 | 1,441 | 532 | 2,199 | ||||
Depreciation charge | (442) | - | (1,276) | (732) | (2,450) | ||||
Closing net book amount | 51,461 | 551 | 5,46 | 2 | 2,703 | 60,177 | |||
At 30 April 2024 | |||||||||
Cost or valuation | 55,436 | 551 | 9,677 | 6,932 | 72,596 | ||||
Accumulated depreciation | (3,975) | - | (4,215) | (4,229) | (12,419) | ||||
Net book amount | 51,461 | 551 | 5,46 | 2 | 2,703 | 60,177 | |||
Year ended 30 April 2025 | |||||||||
Opening net book amount | 51,461 | 551 | 5,462 | 2,703 | 60,177 | ||||
Additions | 8 | 11,266 | 1,7 | 26 | 221 | 13,221 | |||
Transfers | - | (94) | 47 | 47 | - | ||||
Disposals | - | - | (6 | 52 | ) | (15) | (6 | 67 | ) |
Depreciation charge | (438) | - | (1, | 472 | ) | (771) | (2, | 681 | ) |
Depreciation charge | |||||||||
released on disposal | - | - | 632 | 15 | 647 | ||||
Closing net book amount | 51,031 | 11,723 | 5, 743 | 2,200 | 70, 697 | ||||
At 30 April 2025 | |||||||||
Cost or valuation | 55,444 | 11,723 | 10,798 | 7,185 | 85,150 | ||||
Accumulated depreciation | (4,413) | - | (5, | 055 | ) | (4,985) | (14,453) | ||
Net book amount | 51,031 | 11,723 | 5, 743 | 2,200 | 70, 697 |
PG p.l.c.
Annual Financial Report - 30 April 2025
55
4. Property, plant and equipment - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
56
4. Property, plant and equipment - continued
Group | ||||
4 | 202 | 202 | 5 | |
€’000 | €’000 | |||
Direct operating expenses | 2,232 | 2,042 | ||
Selling and distribution expenses | 67 | 73 | ||
Administrative expenses | 382 | 335 | ||
Total depreciation charge (note | 19 | ) | 2,681 | 2,450 |
PG p.l.c.
Annual Financial Report - 30 April 2025
57
4. Property, plant and equipment - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
58
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Right- | of | -use assets | |
Land & buildings | 30,164 | 26,320 | |
Equipment | 138 | 188 | |
Closing cost and net book amount | 30,302 | 26,508 | |
Lease liabilities | |||
Current | 985 | 529 | |
Non-current | 23,742 | 20,597 | |
24,727 | 21,126 |
PG p.l.c.
Annual Financial Report - 30 April 2025
59
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Depreciation charge of right- | of | -use assets | |
Land and buildings | 8 90 | 779 | |
Equipment | 49 | 49 | |
9 39 | 828 | ||
Interest expense (included in finance costs) | 1,314 | 1,321 | |
Expense relating to variable lease payments not included | |||
in lease liability (included in cost of sales) | 1,280 | 1,289 |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Year ended 30 April | |||
Opening cost and net book amount | 3,992 | 3,947 | |
Additions | 282 | 45 | |
Closing cost and net book amount | 4,274 | 3,992 | |
As at 30 April | |||
Cost and fair value | 4,274 | 3,992 |
PG p.l.c.
Annual Financial Report - 30 April 2025
60
Company | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Year ended 30 April | |||
At the beginning of year | 34,506 | 34,506 | |
Additions | 2 | - | |
At end of year | 34,508 | 34,506 |
PG p.l.c.
Annual Financial Report - 30 April 2025
61
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Year ended 30 April | |||||||
At beginning of year | 2,526 | 2,872 | 3,502 | 3,502 | |||
Share of results of associates | ( 117 | ) | 80 | - | - | ||
Dividends received | (94) | (426) | - | - | |||
At end of year | 2, 315 | 2,526 | 3,502 | 3,502 | |||
At 30 April | |||||||
Cost | 3,326 | 3,326 | 3,502 | 3,502 | |||
Share of results and reserves | ( 1,011 | ) | (800) | - | - | ||
Net book value | 2, 315 | 2,526 | 3,502 | 3,502 |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Total current assets | 3,258 | 3,228 | |
Total current liabilities | (1,006) | (1,402) | |
2,252 | 1,826 | ||
Non-current assets | 5,599 | 5,894 | |
Non-current liabilities | (37) | (71) | |
5,562 | 5,823 | ||
Net assets as at year end | 7,814 | 7,649 |
PG p.l.c.
Annual Financial Report - 30 April 2025
62
8. Investments in associates - continued
Group | |||
4 | 202 | 5 | 202 |
€’000 | €’000 | ||
Revenue | 2,641 | 2,9 | 55 |
Profit before tax | 617 | 645 | |
Profit after tax | 356 | 330 | |
Associated results attributable to the group | 174 | 1 62 | |
Group | |||
4 | 202 | 5 | 202 |
€’000 | €’000 | ||
Opening net assets | 7,649 | 7,940 | |
Profit for the year | 356 | 330 | |
Dividends paid | ( 189 | ) | (621) |
Closing net assets | 7, 814 | 7,649 | |
Carrying value at year end | 2,315 | 2,526 |
PG p.l.c.
Annual Financial Report - 30 April 2025
63
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Year ended 30 April | |||
Opening carrying amount | 208 | 238 | |
Losses from changes in fair value | (24) | (30) | |
Closing cost and net book amount | 184 | 208 | |
At 30 April | |||
Cost | 250 | 250 | |
Fair value losses (note 15) | (66) | (42) | |
Carrying amount | 184 | 208 |
PG p.l.c.
Annual Financial Report - 30 April 2025
64
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Non-current | |||
Investments in: | |||
Listed corporate bonds | 18,106 | 4,535 | |
Term deposits | - | 1,000 | |
At 30 April | 18,106 | 5,535 | |
Current | |||
Investments in: | |||
Term deposits | 1,000 | - | |
At 30 April | 1,000 | - |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Goods held for resale | 12,409 | 11,305 |
PG p.l.c.
Annual Financial Report - 30 April 2025
65
11. Inventories - continued
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Cost of sales | 106 | 117 |
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Non-current | |||||||
Amounts owed by subsidiaries | - | - | 31,646 | 545 | |||
- | - | 31,646 | 545 | ||||
Current | |||||||
Trade receivables - | net | 3,714 | 4,302 | - | - | ||
Indirect taxation | - | 136 | - | - | |||
Advance payments to suppliers | 1,15 | 5 | 1,533 | - | - | ||
Amounts owed by subsidiaries | - | - | 1,198 | - | |||
Amounts owed by associates and | |||||||
related parties | 99 | 707 | - | 427 | |||
Advance payments on non-current | |||||||
assets | 346 | 367 | - | - | |||
Other receivables | 1,967 | - | - | - | |||
Prepayments and accrued income | 3,7 | 30 | 3,722 | - | - | ||
11,011 | 10,767 | 1,1 | 98 | 427 | |||
Total trade and other receivables | 11,011 | 10,767 | 32,844 | 972 |
PG p.l.c.
Annual Financial Report - 30 April 2025
66
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Cash at bank and in hand | 11,826 | 11,309 | 40 | 15 | |||
Bank overdraft (note 16) | (18,326) | (5,018) | - | - | |||
Total cash and cash equivalents | (6 ,500 | ) | 6,291 | 40 | 15 |
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Issued and fully paid up | 27,000 | 27,000 | 27,000 | 27,000 |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
At 1 May | (42) | (12) | |
Losses from changes in fair value of equity instruments | (24) | (30) | |
At 30 April | (66) | (42) |
PG p.l.c.
Annual Financial Report - 30 April 2025
67
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Current | |||
Bank overdrafts (note 13) | 18,326 | 5,018 | |
Total borrowings | 18,326 | 5,018 |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Total bank borrowings: | |||
At fixed rates | 18,326 | 5,018 |
Group | |||
4 | 202 | 5 | 202 |
Bank overdraft | 3.06 | % | 3.30% |
PG p.l.c.
Annual Financial Report - 30 April 2025
68
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
At beginning of year | 3,874 | 3,844 | |
Deferred tax on temporary differences | |||
arising on depreciation of property, | |||
plant and equipment | (88) | 25 | |
Under provision in deferred tax in prior year | 2 | 5 | |
At end of year | 3,788 | 3,874 |
Group | |||
4 | 202 | 5 | 202 |
€’000 | €’000 | ||
Revaluation of non-current assets | 3,023 | 3,023 | |
Depreciation on property, plant and | |||
equipment | 76 | 5 | 851 |
3,78 | 8 | 3,874 |
PG p.l.c.
Annual Financial Report - 30 April 2025
69
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Non-current | |||||||
Amounts owed to subsidiaries | - | - | - | 6,200 | |||
Current | |||||||
Trade payables | 20,980 | 20,522 | 27 | - | |||
Amounts due to related parties | |||||||
and associates | 11,082 | 2,623 | - | - | |||
Capital payables | 323 | 109 | - | - | |||
Other payables | 57 | 7 | 635 | - | - | ||
Indirect taxation | 1,963 | 2,553 | 5,817 | - | |||
Accruals and deferred income | 5, | 846 | 5,372 | 9 | 29 | ||
40,771 | 31,814 | 5,853 | 29 | ||||
Total trade and other payables | 40,771 | 31,814 | 5,853 | 6,229 |
PG p.l.c.
Annual Financial Report - 30 April 2025
70
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Employee benefit expense (note 20) | 14, | 714 | 13,339 | - | - | ||
Depreciation of property, plant and | |||||||
equipment (note 4) | 2, | 681 | 2,450 | - | - | ||
Amortisation of right- | of | -use assets | |||||
(note 5) | 9 | 39 | 828 | - | - | ||
Purchases of goods and consumables | 155,243 | 150,970 | - | - | |||
Variable leases and parking fees | 1, | 662 | 1,981 | - | - | ||
Movement in inventories | (1,017) | (666) | - | - | |||
Utility costs | 1,093 | 1,065 | - | - | |||
Other expenses | 9, 201 | 9,166 | 136 | 140 | |||
Total cost of sales, selling and | |||||||
marketing costs and administration | |||||||
expenses | 184,516 | 179,133 | 136 | 140 |
-
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Annual statutory audit | 196 | 191 | 26 | 22 | |||
Tax advisory and compliance services | 8 | 8 | 2 | 2 | |||
204 | 199 | 28 | 24 |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Wages and salaries | 12,126 | 10,973 | |
Social security | 848 | 778 | |
12,974 | 11,751 | ||
Subcontracted from third parties | 1,740 | 1,588 | |
14,714 | 13,339 |
PG p.l.c.
Annual Financial Report - 30 April 2025
71
Group | |||
202 | 5 | 202 | 4 |
Operational | 389 | 373 | |
Administration | 80 | 74 | |
Selling and distribution | 6 | 6 | |
475 | 453 |
Group | |||
4 | 202 | 5 | 202 |
€’000 | €’000 | ||
Emoluments paid | 80 | 4 | 568 |
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Recharges of expenses to retail operators | 1,046 | 958 | - | - | |||
Unrealised exchange differences from | (566) | 52 | - | - | |||
investing activities | |||||||
Gain on sale of intangible assets (Note 31) | - | - | 32,318 | - | |||
480 | 1,010 | 32,318 | - |
PG p.l.c.
Annual Financial Report - 30 April 2025
72
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Interest income | 937 | 201 | - | - | |||
937 | 201 | - | - |
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Bank interest | 375 | 105 | - | - | |||
Finance costs on lease interest | 1,318 | 1,327 | - | - | |||
Other financial charges | - | 83 | - | - | |||
1,693 | 1,515 | - | - |
PG p.l.c.
Annual Financial Report - 30 April 2025
73
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Current tax expense: | |||||||
on taxable profit subject to tax at 35% | 3,64 | 0 | 3,9 | 17 | 3,954 | 4,134 | |
on taxable profit subject to tax at 15% | 1,292 | 1,297 | - | - | |||
Over provision of current tax in prior | |||||||
years | (110) | (45) | - | - | |||
Deferred tax (credit)/charge | (8 | 6) | 30 | - | - | ||
4,73 | 6 | 5,199 | 3,954 | 4,134 |
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Profit before tax | 17,121 | 18,742 | 43,479 | 11,671 | |||
Tax on profit at 35% | 5,99 | 2 | 6,560 | 15,218 | 4,085 | ||
Tax effect of: | |||||||
share of results of associates | 41 | (28) | - | - | |||
maintenance allowance on rental | |||||||
income | (302) | (291) | - | - | |||
expenses and provisions not | |||||||
allowable for tax purposes | 6 56 | 393 | 47 | 49 | |||
unrecognised deferred tax related | |||||||
to prior years | 47 | 11 | - | - | |||
over-provision of deferred tax | |||||||
in prior year | - | 71 | - | - | |||
over-provision of current tax | |||||||
in prior year | ( 110 | ) | (45) | - | - | ||
income not subject to income tax | - | - | (11,311) | ||||
income subject to reduced rates of | |||||||
tax | (1,600) | (1,469) | - | - | |||
movement in unrecognised | |||||||
deferred tax | - | - | - | - | |||
unrecognised deferred tax | |||||||
in prior year | (19) | - | - | - | |||
other | 31 | (3) | - | - | |||
Tax expense | 4,73 | 6 | 5,199 | 3,954 | 4,134 |
PG p.l.c.
Annual Financial Report - 30 April 2025
74
Group | Company | ||||||
202 | 5 | 202 | 4 | 202 | 5 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | ||||
Gross dividend | 11,154 | 11,154 | 11,154 | 11,154 | |||
Tax at 35% | (3,904) | (3,904) | (3,904) | (3,904) | |||
Total net dividend | 7,250 | 7,250 | 7,250 | 7,250 | |||
Euro per share (net) | 0.07 | 0.07 |
Group | |||
202 | 5 | 202 | 4 |
Profit attributable to shareholders (€’000) | 12,385 | 13,543 | |
Weighted average number of ordinary shares in | |||
issue (thousands) | 108,000 | 108,000 | |
Basic and diluted earnings per share for the year attributable | |||
to shareholders | €0.11 | €0.13 |
PG p.l.c.
Annual Financial Report - 30 April 2025
75
Group | Company | |||||
202 | 5 | 202 | 4 | 2025 | 202 | 4 |
€’000 | €’000 | €’000 | €’000 | |||
Operating profit | 17,979 | 19,961 | 43,479 | 11,671 | ||
Adjustment for: | ||||||
Depreciation on property, plant and | ||||||
equipment and right- | of | -use asset | ||||
(notes 4,5) | 3,620 | 3,361 | - | - | ||
Profit on disposal of property, | ||||||
plant and equipment | - | - | - | - | ||
Changes in working capital: | ||||||
Inventory | (1,104) | (650) | - | - | ||
Trade and other receivables | (150) | (1,187) | (31,872) | (264) | ||
Trade and other payables | 8,957 | 3,720 | (376) | (17) | ||
Cash generated from operations | 2 9, | 302 | 25,205 | 11,231 | 11,390 |
PG p.l.c.
Annual Financial Report - 30 April 2025
76
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Authorised but not contracted | 1,860 | 6,150 | |
Contracted but not provided for | 3,491 | 1,394 | |
5, 351 | 7,544 |
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Within one year | 198 | 557 | |
Between 1 and 2 years | 31 | 240 | |
Between 2 and 3 years | 38 | 69 | |
Between 3 and 4 years | 28 | 38 | |
Between 4 and 5 years | - | 28 | |
Later than 5 years | - | - | |
295 | 932 |
PG p.l.c.
Annual Financial Report - 30 April 2025
77
31. Related party transactions - continued
PG p.l.c.
Annual Financial Report - 30 April 2025
78
31. Related party transactions - continued
Transferred Assets | Fair value | Valuation | Key inputs and |
(€’000) | methodology | assumptions | |
PAVI-PAMA Brand | 29,809 | Relief from royalty | - Implied royalty rate |
approach | - Tax adjustment | ||
- Discount rate, including | |||
a risk premium over | |||
basic WAC | |||
- Terminal value growth | |||
rate | |||
- Tax amortisation benefit | |||
) | (‘TAB’ | ||
Website and APP | 219 | Cost, adjusted for | - Capitalised |
inflation | development costs | ||
Standard Operating | 11,335 | Multi-period Excess | - Future cashflows to be |
Procedures and | Earnings Methodology | generated | |
Databases | - Contribution factor of | ||
IP -Contributary asset | |||
charges | |||
- Tax adjustment | |||
- Discount rate, including | |||
a risk premium over | |||
basic WACC | |||
- Tax amortisation benefit | |||
(‘TAB’) | |||
All other IP | 2,509 | ||
Total (including TAB) | 43,872 |
PG p.l.c.
Annual Financial Report - 30 April 2025
79
31. Related party transactions - continued
Group | |||
202 | 5 | 202 | 4 |
€’000 | €’000 | ||
Directors | 804 | 568 | |
Senior Management | 462 | 617 | |
1,266 | 1,185 |
34. Statutory information
PG p.l.c. is a public limi ted company and is incorporated in Malta.
35. Comparative information
Comparative figures disclosed in the main components of these financial statements have been
reclassified to conform with the current year’s presentation format for the purpose of fairer
presentation.
PG p.l.c.
Annual Financial Report - 30 April 2025
Percentage of | ||||
Registered office | Principal activities | shares held | ||
4 | 202 | 25 | 20 | |
Subsidiaries | ||||
Alhambra Investment Limited | PG Group Head Offices | Investment holding | 100 | 100 |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
Alhambra Trading Limited | PG Group Head Offices | Operation of branded fashion | 100 | 100 |
PAMA Shopping Village | retail outlet | |||
Valletta Road, Mosta | ||||
Centre Point Properties Limited | PG Group Head Offices | Operation of branded fashion | 100 | 100 |
PAMA Shopping Village | retail outlet | |||
Valletta Road, Mosta | ||||
PAVI Supermarkets Limited | PG Group Head Offices | Operation of supermarket | 100 | 100 |
PAMA Shopping Village | and management of retail | |||
Valletta Road, Mosta | area | |||
PAVI Shopping Complex Limited | PG Group Head Offices | Property leasing | 100 | 100 |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
PAMA Supermarket Limited | PG Group Head Offices | Operation of supermarket | 100 | 100 |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
PAMA Rentals Limited | PG Group Head Offices | Property leasing | 100 | 100 |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
PG Finance Limited | PG Group Head Offices | Property leasing and Group | 100 | 100 |
PAMA Shopping Village | treasury function | |||
Valletta Road, Mosta | ||||
Pruna Trading Limited | PG Group Head Offices | Importation and wholesale | 100 | 100 |
PAMA Shopping Village | of retail products | |||
Valletta Road, Mosta | ||||
PG Developments Limited | PG Group Head Offices | Investment property | 100 | 100 |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
PACLA Limited | PG Group Head Offices | Investment holding | 100 | - |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
GIACLA Limited | PG Group Head Offices | Intellectual property company | 100 | - |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
DB Gauci Shopping Mall Limited | Ta’ Clara Farmhouse | Property leasing | 60 | - |
Ramla Road, | ||||
Maghtab, Naxxar |
80
PG p.l.c.
Annual Financial Report - 30 April 2025
81
PAMA Shopping Village Limited | PG Group Head Offices | Property leasing | 49 | 49 |
PAMA Shopping Village | ||||
Valletta Road, Mosta | ||||
PAMA Carparks Limited | Ta’ Clara Farmhouse Ramla Road, Maghtab, Naxxar | Carpark management | 49 | 49 |
Independent auditor’s report
To the Shareholders of PG p.l.c.
Report on the audit of the financial statements
Our opinion
In our opinion:
● The Group financial statements and the Parent Company financial statements (the ‘‘financial statements’’) of PG p.l.c. give a true and fair view of the Group and the Parent Company’s financial position as at 30 April 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and
● The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee.
What we have audited
PG p.l.c.’s financial statements comprise:
● the Consolidated and Parent Company statements of financial position as at 30 April 2025;
● the Consolidated and Parent Company statements of comprehensive income for the year then ended;
● the Consolidated and Parent Company statements of changes in equity for the year then ended;
● the Consolidated and Parent Company statements of cash flows for the year then ended; and
● the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these Codes.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 May 2024 to 30 April 2025 are disclosed in Note 19 to the financial statements.
Our audit approach
Overview
|
|
· Overall group materiality: €856,100, which represents 5% of profit before tax. |
|
· The Group is composed of 14 reporting units all located in Malta. The Group auditor carried out the audit of the financial statements of the parent company as well as the audit of the financial statements of all the subsidiaries of the company.
|
|
|
· Existence, valuation and cut-off of inventory held by the Group
· Recoverability of loan receivable with subsidiary at parent company level |
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.
|
Overall materiality |
€856,100 |
|
How we determined it |
5% of profit before tax |
|
Rationale for the materiality benchmark applied |
We applied this benchmark because, in our view, profit before tax is the metric against which the performance of the Group is most commonly measured. We chose 5% which is within the range of acceptable quantitative materiality thresholds. |
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €85,600 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 |
|
Existence, valuation and cut-off of inventory held by the Group
Inventory for the Group as at 30 April 2025 amounted to €12.4 million and represented 34% of total current assets. This inventory mainly consists of stocks held in the supermarkets and stores and in the fashion retail outlets.
Inventory is valued at the lower of cost and net realisable value. The valuation of inventory at cost is based on the weighted average cost per unit of inventory (the AVCO-principle).
Due to the nature of the Group’s operations, the number of transactions recorded through the inventory cycle during the year is very significant and dependant on the reliability of the Group’s operating systems.
We focused on this area because of the materiality of these balances and the related impact on working capital as well as on the cost of items sold.
Relevant references in the Annual Financial Report:
· Inventories: Note 11 |
We tested the existence of inventory mainly by attending a selection of inventory cycle counts in the supermarkets, attending the year-end count of related stores as well as observing the year-end stock counts in the fashion retail outlets.
We performed test counts on a sample basis and compared the quantities counted by us with the results of the counts by the entities. We also checked that variances arising from our test counts were followed up by management and reflected in the accounting records. Our tests of detail on the valuation of inventory included the verification of inventory records against the respective supporting documentation on a sample basis. Furthermore, we also assessed slow moving items. Our audit procedures to assess inventory cut-off consisted of performing substantive procedures to ensure that the transfer of rights and obligations over inventory had been correctly reflected in the accounting records of the Group.
Based on the procedures performed, we conclude that inventories as at year end are reasonably stated in the financial statements.
|
|
Recoverability of loan receivable with subsidiary at parent company level
During 2025, PG p.l.c. and its subsidiaries entered into an asset purchase agreement with Giacla Limited (a subsidiary of PG p.l.c.), for the transfer of Intellectual Property (IP) and Relevant Assets (as further detailed in Note 31), for a consideration of €43.9 million. The receivable arising upon sale was converted into an interest-bearing loan mainly of €32.3 million with PG p.l.c. and €11.6 million with the other subsidiaries. These loans carry an annual interest of 3% and are to be repaid in full by 2045. Upon the transfer of the IP and relevant assets, PG p.l.c. and its subsidiaries recognised a gain within its profit and loss of €43.9 million.
Prior to the conclusion of the
above-mentioned agreement, management and the board of
directors undertook significant judgements in relation to the
valuation methodologies, assumptions and execution risk that impact
the valuation supporting the consideration for the transfer of IP
assets considered as part of this asset transfer. The magnitude of the receivable arising on
the transfer of the above-mentioned IP and the period over which
the loan is to be repaid exposes the Company to significant credit
risk. The recoverability of the loan is heavily dependent on the
reasonableness of the above-mentioned judgements underlying this IP
transaction and the related valuation which resulted in this matter
being identified as a significant area of audit focus. · Financial risk factors – credit risk: Note 2.1(b) · Critical accounting estimates and judgements: Note 3 · Trade and other receivables: Note 12 · Related party transactions: Note 31
|
Our procedures in relation to the recoverability of the loan from PG p.l.c. (and its subsidiaries) were focused on understanding and challenging the key assumptions and judgements underlying the valuation of the transferred IP. The main procedures performed are being highlighted below.
For the valuation of each distinct intangible asset, we have engaged our internal valuation experts to: · evaluate the suitability and appropriateness of the valuation methodology applied; · assess the reasonableness of the key inputs and assumptions considered for each model. To the extent possible, we assessed whether the parameters utilised by management such as brand royalty rate, contributory asset charges, discount rate, growth rate, and tax amortisation benefits were reasonable by considering historical results, economic outlook, industry forecasts and other market data; · reperform the calculations used in the valuation report to check accuracy, and the key inputs in the valuation report were agreed to approved sources; · consider management’s cash flow forecasts used in the valuation report, which includes expected business growth, by assessing the reasonableness of the forecasts in the context of the most recent business plan which had been approved by the Board of Directors; · critically assess the discount rate and terminal growth rate used in the discounted cash flow models; and · review management’s reasonableness checks, primarily relating to the allocation of part of the enterprise value to intangible assets, and the Weight Average Return on Assets analysis.
We assessed the reasonableness of management projections of Giacla Limited’s cashflow for the loan period in relation to its ability to honour its financing and capital repayment obligations with PG p.l.c. (and its subsidiaries).
Our discussions with the Audit Committee in respect of this key audit matter focused on the key assumptions and judgements made. During these discussions, management confirmed their view that the valuation methodologies were appropriate, and that the key assumptions were subject to oversight.
Based on the above procedures performed, we found the assumptions and judgements underlying the valuation of the IP transferred, and therefore the recoverability of the loan, to be reasonable. |
How we tailored our group audit scope
The Group is composed of 14 reporting units all located in Malta. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group auditor performed all of this work by applying the overall group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.
Other information
The directors are responsible for the other information. The other information comprises the Directors’ report, the Corporate governance statement, and the Remuneration statement (but does not include the financial statements and our auditor’s report thereon).
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors and those charged with governance for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and Parent Company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
● Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
● Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of PG p.l.c. for the year ended 30 April 2025, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
● Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.
● Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
● Examining the information in the Annual Financial Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 30 April 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Other reporting requirements
The Annual Financial Report 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 Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
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Area of the Annual Financial Report 2025 and the related Directors’ responsibilities |
Our responsibilities |
Our reporting |
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Directors’ report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. |
We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.
In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. |
In our opinion: ● the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ● the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386).
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
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Corporate governance statement The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. |
We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements. We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97. We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. |
In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
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Remuneration statement The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. |
We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included. |
In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority. |
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Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: ● adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. ● the financial statements are not in agreement with the accounting records and returns. ● we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. |
We have nothing to report to you in respect of these responsibilities. |
Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
Appointment
We were first appointed as auditors of the Company on 25 November 2016. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 9 years.
Stefan Bonello
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi
Malta
29 August 2025