BMIT Technologies plc - 48510069AVGK9P61AL54

Company Registration Number: C48299

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and

Consolidated Financial Statements

31 December 2025

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Pages

Chairman’s message

1 - 2

Chief Executive Officer’s review

3 - 6

Directors’ report

7 - 14

Corporate governance - Statement of compliance

15 - 22

Remuneration report

23 - 26

Company information

Statements of financial position

28 - 29

Statements of comprehensive income

Statements of changes in equity

31 - 33

Statements of cash flows

Notes to the consolidated financial statements

35 - 97

Independent auditor’s report

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Chairman’s message

Dear Shareholders,

When BMIT1 came to market, the promise was straightforward: build a technology company capable of delivering sustainable returns whilst playing a meaningful role in Malta's digital future. 2025 demonstrated that this promise is being kept. Record revenue of €36.5 million and an EBITDA of €12.0 million reflect the strength of a strategy that has evolved deliberately and with conviction, with both our Managed IT Services and Digital Infrastructure pillars contributing meaningfully to this performance.

Building for Malta's Digital Future

The decision to invest in digital infrastructure was not born from financial modelling alone. It reflected a deeply held conviction, shared by our principal shareholder and endorsed by the Board, that Malta's digital economy requires private sector participants willing to commit capital to foundational assets before returns are guaranteed and before markets fully appreciate the strategic rationale.

The acquisition of GO's passive mobile tower infrastructure and our investment in Malta Properties Company p.l.c. represent that conviction in action. These are structural positions in assets that underpin Malta's digital economy, generating stable returns whilst creating optionality that pure service models cannot replicate. Their performance throughout 2025 validated both the thesis and the timing.

A Business Built on Two Strengths

Infrastructure ownership creates structural advantage. But advantage only translates into value when it is matched by the capability to serve clients with excellence. This is where BMIT's managed IT services business becomes equally critical to our story. Growing cloud services, professional services, and cybersecurity capabilities in a market as competitive and demanding as Malta's, requires sustained investment in people, platforms, and partnerships. The revenue growth delivered in 2025 reflects that investment, as do client satisfaction measures that consistently exceed industry benchmarks.

Strategic diversification has been central to our approach, strengthening BMIT's resilience both structurally and operationally.

Our expansion into Digital Infrastructure represents structural diversification. Where our Managed IT Services business generates returns through client relationships and expertise, our infrastructure assets generate returns through ownership of foundational assets that underpin economic activity. These assets, including the passive mobile tower infrastructure and critical property holdings through MPC, provide stable, long-term cash flows whilst creating strategic flexibility that service-only businesses cannot achieve.

As Malta's digital economy evolves, infrastructure ownership positions BMIT to participate in opportunities at the foundational layer, not simply as a service provider responding to demand. This creates resilience at the portfolio level, not just through revenue diversification. Within our Managed IT Services pillar, we have deliberately built a diversified client base across Malta's corporate sector and, increasingly, the public sector. Whilst gaming remains an important industry where our expertise is valued, we now serve a broad range of enterprises, reducing historical concentration whilst positioning BMIT to support organisations whose regulatory and security requirements demand proven resilience and governance expertise. What distinguishes BMIT is not any single asset or service offering, but the combination of both. Infrastructure that creates structural advantage, and services that translate that advantage into client value.

1 Throughout this report, BMIT Technologies p.l.c. is also referred to as "BMIT" or "the Company", and together with its subsidiaries as "the Group”.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Chairman’s message - continued

A Business Built on Two Strengths - continued

Operating both simultaneously, within a listed company navigating a complex regulatory environment and a demanding competitive landscape, requires strategic clarity and operational discipline that define what BMIT has become.

Governance and Capital Discipline

Listed companies on smaller exchanges face a specific challenge: capital markets that sometimes struggle to price long-term strategic value against near-term performance metrics. BMIT has navigated this tension by remaining clear about its priorities. Growth investment and shareholder returns are not competing objectives. They are expressions of the same underlying discipline.

Throughout 2025, the Board ensured that capital was deployed where it created durable competitive advantage. Infrastructure investments were assessed against long-term value creation, not short-term financial metrics. We have returned value to shareholders through consistent dividend payments since IPO, reflecting our belief that sustainable growth and shareholder returns are complementary, not competing objectives. The balance sheet remained strong, preserving flexibility to pursue opportunities as they emerge without being forced into reactive decisions.

Looking Ahead

I am confident in what lies ahead. The regulatory environment continues reshaping technology spending in ways that favour providers who combine infrastructure depth with compliance expertise. Artificial intelligence will intensify demand for connectivity and computing infrastructure whilst creating new service opportunities for partners who understand both technology and business context. Regional expansion represents an opportunity we are actively assessing, with capabilities, partnerships, and expertise that we believe can create genuine differentiation beyond Malta's market.

These opportunities will be pursued with the same discipline that has guided us to this point. Not every opportunity merits capital. Not every market merits entry. The same conviction that drove our infrastructure investments will determine which opportunities we pursue and which we decline.

To our clients, your trust in BMIT reflects confidence in our ability to deliver when it matters most. To our team, your expertise and commitment define the company's reputation in every client interaction. To our shareholders, your confidence in our long-term vision enables us to invest boldly whilst returning value consistently.

BMIT is the company we set out to build. The work of building it continues.

Nikhil Patil

Chairman

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Chief Executive Officer’s review

2025: Building Through Challenge, Delivering on Promise

Defining years are rarely comfortable. 2025 was defining for BMIT Technologies not because market conditions favoured easy choices, but because it demanded clarity about what matters when pressure mounts and options narrow.

The business delivered record revenue of €36.5 million, representing 8.7% year on year growth, with EBITDA reaching €12.0 million, profit before tax of €6.3 million, and earnings per share of €0.02.

Behind these numbers sits a story shaped over years, not months. It reflects deliberate choices which helped build capabilities when others optimised for short term margin, and to invest in people, platforms, and infrastructure with conviction that leadership is earned in challenging times, not favourable ones. Both strategic pillars contributed strongly. Managed IT Services delivered solid growth despite competitive intensity and rising regulatory complexity, while Digital Infrastructure performed ahead of expectations as tower operations transitioned from acquisition to operational delivery. New managed service offerings were launched, teams were strengthened with additional skills and resources, and investments made in prior years began delivering measurable results.

A recurring question during the year was whether we are building for tomorrow’s opportunities or defending yesterday’s positions. In markets like Malta, where scale constraints meet high expectations, standing still means moving backward. Companies that thrive act with conviction, invest with intent, and focus on long term value creation rather than short term sentiment. That remains the approach guiding BMIT.

Managed IT Services: Strengthening Foundations as Markets Shift

At the heart of BMIT’s business model is a clear proposition: helping organisations build technology foundations strong enough to support their ambitions. For over a decade, this has meant delivering data centre services, cloud platforms, professional services, and on premise management that clients rely on when outcomes matter most.

While data centre services have historically sat within Managed IT Services, their role within the Group continues to evolve. What began primarily as service platforms is increasingly recognised as foundational infrastructure - assets underpinning cloud adoption, cyber resilience, regulatory compliance, and service reliability across the portfolio. This reflects both market reality and deliberate strategic intent, and it continues shaping how the Group thinks about long term value creation.

Regulatory demands intensified throughout 2025, with frameworks such as NIS2 and DORA reshaping expectations around operational resilience. At the same time, security threats evolved faster than many organisations could adapt. Clients faced pressure to invest wisely while navigating genuine uncertainty about where spending creates value and where it simply maintains position.

The Managed IT Services pillar delivered strong growth, and the composition of that growth is telling. Traditional data centre and colocation services faced maturity driven headwinds, while cloud and professional services more than compensated. Demand for hybrid cloud accelerated, aligning directly with strengths built over years through investment in platforms, certifications, and strategic partnerships.

Cybersecurity emerged as a defining growth area. Regulatory compliance is no longer a checkbox exercise. It increasingly shapes competitive positioning and operational viability. Early recognition of this shift allowed BMIT to build capabilities that turn complexity into advantage. SOC 2 Type II certification was retained, new security services were launched, and early client adoption exceeded expectations.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Chief Executive Officer’s review - continued

Managed IT Services: Strengthening Foundations as Markets Shift - continued

The relationship with 56Bit Ltd, where BMIT holds a majority stake, continued maturing into something strategically meaningful. Collaboration now centres on integrated opportunities where advanced cloud platforms

meet infrastructure requirements, creating propositions neither organisation could deliver independently.

Most importantly, client relationships deepened during a year when alternatives proliferated. Customer satisfaction remained strong, reflected once again in NPS and CSAT scores. In technology markets where loyalty often reflects inertia, these outcomes signal trust earned through consistent delivery, technical competence under pressure, and understanding business context as well as technical requirements.

Digital transformation may be an overused term, but the reality remains unchanged: technology infrastructure now determines what organisations can achieve, how quickly they adapt, and whether they lead or follow. Throughout 2025, investment in team capabilities continued, with training programmes expanded and certifications achieved across key domains. This was a deliberate choice grounded in the belief that technical depth creates sustainable competitive advantage.

Looking ahead, artificial intelligence and automation will further reshape expectations. None of this functions, however, without infrastructure that works reliably, security that holds under attack, and partners who understand what businesses are trying to achieve. Building that foundation remains the work.

Digital Infrastructure: Creating Conditions for What Comes Next

Transformation involves more than executing today’s opportunities well. It requires creating conditions that make tomorrow’s opportunities accessible. Over the past two years, BMIT expanded deliberately into Digital Infrastructure, recognising that Malta’s digital economy requires foundational assets that enable innovation, resilience, and growth at scale.

Digital Infrastructure is not defined solely by towers or property. It is defined by ownership, control, and operational understanding of assets that determine reliability, scalability, and resilience. Alongside connectivity infrastructure, the Group continues investing in platforms and facilities forming the physical backbone of digital services. These are foundations we own, operate, and understand deeply. This investment thesis is grounded in straightforward conviction: businesses that control critical infrastructure create optionality, shaping outcomes rather than reacting to circumstances. That thinking drove the 2023 acquisition of GO’s passive mobile tower infrastructure and continues guiding capital allocation decisions.

Mobile Network Towers: From Acquisition to Performance

Throughout 2025, the Mobile Network Towers operation moved decisively from acquisition into operational delivery. Close to 300 sites are now managed, providing passive infrastructure services critical to Malta’s telecommunications backbone. Revenue reached €4.3 million, performing ahead of expectations, while service levels were maintained, site access agreements managed effectively, and infrastructure upgrades delivered as required.

Commitments to the anchor client were met consistently, demonstrating that core competencies in infrastructure management and operational discipline translate effectively across domains when applied with care.

As Malta’s digital economy expands, demand for connectivity, edge computing, and distributed infrastructure will intensify. Infrastructure ownership and operational understanding position BMIT to meet that demand.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Chief Executive Officer’s review - continued

Building Beyond Towers

Digital Infrastructure strategy extends beyond tower operations. Investment in Malta Properties Company p.l.c. provides access to critical infrastructure assets aligned with Malta’s long-term development. These investments enhance resilience, diversify revenue streams, and enable participation in opportunities that would otherwise remain inaccessible.

Investments made during 2023 and 2024 are now delivering, while those planned for 2025 and 2026 will shape opportunities across the decade ahead.

Strategic Evolution

Strategic evolution spanning over more than a decade reflects deliberate choices about where technology markets were heading and where BMIT could create differentiated value.

In 2012, cloud services were emerging, but enterprise adoption remained limited, requiring conviction that hybrid models would dominate. The acquisition of Kinetix expanded managed services when others retreated to product led strategies. Investment in EBO came as artificial intelligence transitioned from research into application. Acquiring a majority stake in 56Bit strengthened advanced cloud capabilities as hybrid architectures became standard.

The move into tower infrastructure in 2023 marked the boldest expansion yet, with investment in MPC in 2025 reinforcing the infrastructure focused direction. Each decision built on the last, strengthening core operations while opening new avenues for growth. Across every investment and partnership, the purpose has remained constant: we power digital.

Data and artificial intelligence increasingly inform decision making, surfacing patterns and highlighting risk, while complementing, not replacing, leadership judgment.

Market conditions remained demanding. Competition intensified, regulatory requirements expanded, and client expectations rose. The response was not retrenchment, but disciplined investment in capabilities that create sustainable advantage: infrastructure ownership, technical expertise, operational excellence, and trusted client relationships.

Capital allocation remained balanced, strengthening competitive position while maintaining dividend commitments and balance sheet resilience, ensuring flexibility to pursue opportunities without reactionary decisions.

Looking Ahead: Priorities for 2026

Momentum built throughout 2025 positions the business well. Infrastructure is in place, capabilities have been strengthened, and execution now matters most.

Artificial intelligence will continue reshaping how organisations operate. BMIT’s approach remains disciplined: identify where AI delivers real value, then build solutions that solve meaningful problems and deliver measurable outcomes.

Regional expansion is moving forward, with the groundwork now in place to extend our capabilities beyond Malta. Expansion will be deliberate, focused on markets where expertise in secure, resilient, and compliant infrastructure creates differentiated value.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Chief Executive Officer’s review - continued

Looking Ahead: Priorities for 2026 - continued

The next phase of growth will be defined by how effectively foundations built over more than a decade are leveraged.

Closing

Performance in 2025 reflects collective effort. Clients entrusted BMIT with critical systems during a year of heightened complexity and security demands. Teams delivered under pressure, adapting and executing with skill and commitment. Shareholders continued supporting long term capability building while consistent returns were delivered.

Technology infrastructure requirements will continue expanding as businesses navigate regulatory, security, and competitive pressures. BMIT is well positioned to meet those requirements through its Managed IT Services and Digital Infrastructure capabilities, and to pursue opportunities beyond the home market.

Strong foundations have been built. Execution continues with discipline and focus.

Christian Sammut

Chief Executive Officer

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report

The Directors present their annual financial and consolidated financial statements report for the year ended 31 December 2025.

Principal activities

The BMIT Technologies Group, made up of BMIT Technologies p.l.c. (BMIT Technologies), BM IT Limited, BM Support Services Limited, Bellnet Limited and 56Bit Limited (together ‘the Group’), is a trusted leader in digital infrastructure and managed services, specialising in hybrid IT solutions, cyber resilience, IT governance, and mission-critical operations - tailored solutions that seamlessly integrate on-premise, private, hybrid, and multi-cloud deployments, in the process ensuring operational excellence and business continuity. Additional to these core offerings, BMIT Technologies owns the passive mobile infrastructure used by GO p.l.c. for the hosting of its cellular telecommunication equipment. BMIT Technologies manages close to 300 sites and ‘towers’.

The Group proudly provides its expertise to over 500 corporate customers in diverse sectors, from financial services and telecommunications to online gaming and aviation, supporting both local enterprises and global organisations. Our customers rely on our data-driven approach and high-availability operations. As a Group, we guide organisations through their digital transformation, making complex technologies accessible and operational. Our team's extensive experience across industries, coupled with our commitment to excellence, enables us to manage every facet of IT operations with precision and care.

Segmental Reporting

In strategic communications, including the Chairman’s message and CEO’s review, we refer to two strategic pillars: Managed IT Services (including cloud, cyber resilience, and professional services) and Digital Infrastructure (including data centre, passive mobile network infrastructure and investments in strategic infrastructure and property assets). This terminology better reflects the evolving nature of the business and its strategic positioning in Malta's digital economy.

For financial reporting purposes, including these financial statements, the Group's activities are reported under two operating segments: Data Centre & Managed IT Services, and Mobile Network Towers & Property Holdings. These segments align with the Group's current internal management reporting and have been consistently applied in prior periods.

Business review

A review of the business of the Group during the year under review, events which took place since the end of the accounting period and an indication of likely future developments are given in the Chief Executive Officer’s review on pages 3 to 6.

Review of financial performance

The financial performance outlined in the following section reflects the strategic choices described in the CEO’s review. Results for 2025 were shaped by deliberate investment in capabilities, infrastructure, and scale across both operating segments. While these choices influenced short-term margin dynamics, they strengthened the Group’s long-term earnings profile, resilience, and capacity to deliver sustainable value.

In 2025, BMIT Technologies Group took another step forward in its growth and strategic evolution. The year marked the second full period of operating the Group’s Data Centre & Managed IT services segment, including cloud, cyber resilience and professional services, alongside its passive mobile network infrastructure assets and property assets segment, with both operating segments positively contributing to overall financial performance.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Review of financial performance - continued

In parallel with the continued consolidation of these activities, the Group completed two strategic investments during the year, each reinforcing its long-term positioning.

On 30 May 2025, the Group acquired a majority stake (51%) in 56Bit Ltd., a company specialising in solutions built on Amazon Web Services (AWS). This investment expanded the Group’s expertise in advanced cloud services and strengthened its managed services portfolio capabilities. As a subsidiary, 56Bit’s financial results were consolidated for the final seven months of the year, contributing approximately €0.5 million in revenue and €0.1 million in EBITDA.

During the year, the Group also acquired a 49% shareholding in Malta Properties Company p.l.c. (MPC), a listed entity owning and managing a portfolio of commercial properties, including assets supporting Malta’s telecommunications, technology, and public service sectors. This investment increased the Group’s exposure to long-term digital infrastructure assets, supporting the backbone required for resilient digital services and complementing its ownership of passive mobile network infrastructure. Together with the Group’s 15% stake in EBO Ltd., investments in associated entities contributed €174,000 in profits for the year.

Segment performance & profitability

For the year ended 31 December 2025, the Group generated record revenue of €36.5 million, compared to €33.6 million in 2024, representing an increase of €2.9 million, or 8.7% year on year.

Revenue growth was delivered across both operating segments, Data Centre & Managed IT Services and Mobile Network Towers & Property Holdings.

Revenue from the Data Centre & Managed IT Services segment increased from €29.6 million in 2024 to €32.3 million in 2025. While revenue from traditional data centre and colocation services softened slightly as these activities continued to mature, this was more than offset by strong growth in cloud services, professional services, and the resale of licences and hardware. The resulting 9.2% increase reflects a continued evolution of the revenue mix towards higher-value, capability-led services aligned with client demand.

Revenue from the Mobile Network Towers & Property Holdings segment increased from €4.0 million in 2024 to €4.3 million in 2025. The increase was primarily attributable to the acquisition of 13 additional sites during the year, bringing the total number of managed sites to 299 by the end of 2025. The segment continued its transition from acquisition into operational delivery, providing recurring infrastructure services critical to Malta’s telecommunications backbone.

Cost of sales increased to €23.6 million in 2025 (2024: €20.1 million), representing an increase of €3.5 million, or 17.4%. This increase reflects the expanded scale of cloud services and higher volumes of licence and hardware resale, which typically carry lower margins than traditional data centre services, as well as increased revenue from licenses and hardware resale.

As a result, gross profit amounted to €12.9 million, compared to €13.5 million in the prior year. The corresponding reduction in gross margin primarily reflects changes in revenue mix associated with strategic growth areas, rather than any deterioration in underlying demand or pricing discipline.

Administrative expenses increased to €4.8 million (2024: €4.4 million), reflecting the Group’s broader operational footprint of the Group which now also includes 56Bit’s administrative expenses, and one-off professional fees related to the investments in both 56Bit and MPC.

The Group’s reported operating profit amounted to €8.2 million, compared to €9.0 million in 2024. After removing depreciation and amortisation charges of €3.8 million (2024: €3.7 million), the EBITDA for the year amounted to €12.0 million, compared to €12.7 million in 2024.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Segment performance & profitability - continued

The Data Centre & Managed IT Services segment generated lower EBITDA than the prior year, reflecting continued investment in cloud and cybersecurity capabilities, while the Mobile Network Towers & Property Holdings segment delivered an improved contribution, supported by recurring revenues from an expanded site portfolio.

Finance costs increased to €2.0 million (2024: €1.8 million), partly reflecting interest incurred on the €20.0 million loan drawn to fund the investment in MPC. Profit before tax amounted to €6.3 million, compared to €7.2 million in the prior year.

After recognising a tax expense of €2.9 million (2024: €3.1 million), the Group reported a profit for the year of €3.5 million, compared to €4.2 million in 2024.

Overall, the Group delivered strong revenue growth during 2025. Short-term profitability movements reflect deliberate investment choices and changes in revenue mix, while recurring infrastructure earnings and strengthened service capabilities provide a resilient foundation for long-term value creation.

Financial position

In addition to a continued strong operating performance, the Group further expanded and rebalanced its asset base during 2025, reflecting ongoing investment in long-term digital infrastructure assets, aligned with the Group’s focus on ownership and control of critical infrastructure.

As at 31 December 2025, the Group’s total assets stood at €96.4 million (2024: €74.9 million), comprising €87.6 million in non-current assets (2024: €63.5 million) and €8.8 million in current assets (2024: €11.4 million).

The increase in non-current assets was primarily attributable to the acquisition of the 49% shareholding in MPC for a total consideration of €25.3 million, financed through a €20.0 million loan with the balance settled from cash reserves. As a result, the Group’s cash balance decreased to €3.0 million (2024: €6.0 million).

Total liabilities amounted to €83.5 million (2024: €62.1 million), with non-current liabilities of €68.5 million (2024: €50.9 million) and current liabilities of €15.1 million (2024: €11.2 million). The increase largely reflects the new MPC-related borrowing and recognition of potential deferred consideration relating to the remaining stake in 56Bit.

The Group’s equity position remained stable at €12.8 million, with movements during the year reflecting the scrip dividend, recognition of non-controlling interests, and the accounting treatment of the written put option relating to 56Bit.

The Group closed the year with a cash balance of €3.0 million. Cash movements reflected continued capital investment, debt servicing, and dividend payments, while operating activities continued to generate positive cash flows.

The Directors recommend that the forthcoming Annual General Meeting, the shareholders approve the payment of a net dividend of €0.0183 per share (after tax), resulting in a net dividend payment of €4.0 million. The recommendation is also to offer to pay the dividend by way of scrip, with each shareholder having the option to receive either cash or new ordinary shares, at an attribution price of €0.270 per new ordinary share.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Our principal risks and uncertainties

Security and resilience

The Group’s commercial success continues to be dependent upon the resilience of its data centres and IT systems.  Our infrastructure and systems face a variety of risks that could cause significant interruptions to the delivery of services, potentially resulting in substantial financial loss and reputational damage that could harm future revenue.  The Group manages this risk by having significantly invested in the resilience of its key infrastructure and systems, including cyber security, wherever this is possible and feasible.  Furthermore, the Group employs robust control frameworks like ISO27001 and SOC2 along with documented processes and procedures, that prioritise prevention.

Customer data processing

The Group acknowledges the critical importance of complying with data privacy regulations, including GDPR, and is committed to ensuring that all processed information is handled securely and responsibly. Failure to adhere to relevant data protection and privacy laws could lead to reputational harm, regulatory scrutiny, and financial penalties. To mitigate these risks, the Group implements stringent organizational and technical safeguards. These safeguards and control frameworks clearly define employee roles and responsibilities regarding personal data access. Together with continuous training and awareness programs, the Group enforces monitoring, reporting, and control mechanisms to maintain organisational compliance with applicable regulations.

Competition

The Group faces competition from local and international providers of similar and competing products and services. Leading international cloud providers, coupled with the growth in the demand for cloud-based services in the local market, could potentially attract current or prospective customers away from the Group and impede its projected growth. It may become necessary to respond to these moves, which could negatively impact the projected growth of the Group.

Ability to grow

The Group operates in a highly developed and competitive market, with market pressures on pricing, the availability of substitute technologies and challenges with talent acquisition and retention.  The Group strives to maintain its ability to grow revenues in spite of this adverse environment, as failure to do so will impact profitability and the Group’s investment programme.  The Group has an active strategic programme in place to address this matter and is always on the lookout for different opportunities that may help guarantee future sustainability and growth.

iGaming industry

The iGaming industry is one of Malta’s main economic pillars.  The Group is a major supplier of technology services to operators working out of Malta and any negative impact on the ability of the industry to retain its significant presence in Malta will affect the Group’s profitability.  Aware of this and other risks, the Group continues to expand its range of services to include a more holistic ICT and Information Security experience targeted at different market segments, thereby reducing the Group’s reliance on the iGaming industry.

Demand for data centre services

The data centre services market is continuously undergoing significant transformation, driven by advances in cloud computing, edge architectures, and connectivity requirements, alongside changing customer expectations. These developments impact the marketability of existing infrastructure. Furthermore, technological innovation may introduce alternative solutions that will further compete and reduce demand for traditional data centre services in Malta. The Group addresses these challenges by offering hybrid solutions and by evolving its digital infrastructure strategy to encompass complementary assets. The recent investment in MPC enhances the Group’s digital infrastructure footprint, while the previous acquisition of GO’s passive mobile tower infrastructure further supports diversification across the digital value chain. Together, these initiatives improve the Group’s ability to respond to changes occurring to the Data Centre line of business and strengthen the Groups overall position within the digital infrastructure realm.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Our principal risks and uncertainties - continued

Talent recruitment and retention

The evolving global economy, coupled with increased demand for technology and the challenges presented by ever increasing human capital costs and requirements, require the Group to maintain an agile approach to attracting and recruiting the right talent. The need for specialised talent becomes critical as we start to offer new, more complex solutions, to customers. We intend to invest more in this area to mitigate this industry-wide risk.

Reputational and other regulatory risks

In an environment shaped by accelerated digitalisation, heightened cyber threats, and expanding regulatory scrutiny, reputational and regulatory risks remain key priorities for the Group. Regulatory initiatives such as DORA and the NIS2 and CER Directives reflect a broader shift toward resilience-by-design and continuous compliance. Non-compliance with evolving regulations could have significant consequences for our clients and our reputation. To address these risks, the Group invests in advanced cyber resilience capabilities, strengthens third-party risk management, and continuously aligns its governance and control frameworks with regulatory and industry best practices. Through ongoing monitoring, testing, and improvement, we seek not only to meet regulatory expectations but to anticipate them—supporting long-term trust and sustainable growth.

Cybersecurity threats

Cybersecurity threats continue to increase in frequency, sophistication, and potential impact, driven by factors such as ransomware, supply-chain vulnerabilities, geopolitical tensions, and the growing use of cloud and interconnected digital infrastructure. A successful cyber incident could result in service disruption, data loss, regulatory sanctions, financial loss, and reputational damage. To address this risk, the Group maintains a comprehensive cybersecurity framework encompassing preventative controls, continuous monitoring, incident response capabilities, and regular testing and training. These measures are aligned with applicable regulatory requirements and recognised industry standards. By continuously enhancing its cyber resilience and adapting to emerging threat vectors, the Group seeks to protect its systems, safeguard client data, and maintain operational continuity in an increasingly hostile digital environment.

Increase in costs

Operating costs across the Group continue to rise due to factors such as supplier price increases, higher software and technology licensing costs, and inflationary pressures affecting critical services. If not effectively controlled, these increases could adversely affect profitability and cash flows. To mitigate this risk, the Group maintains active oversight of its cost structure, implements cost optimisation programmes, and pursues efficiencies through scale, standardisation, and process improvement. Management also seeks to balance cost discipline with the need to sustain service levels, regulatory and information security compliance, and long-term operational resilience.

Financial risk management

The Group’s activities potentially expose it to various financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk, and liquidity risk.  The Group’s overall risk management, covering risk exposures for all subsidiaries, focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the respective company’s financial performance.  The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Accordingly, the Company’s Board of Directors provides principles for overall Group risk management, as well as risk management policies covering risks referred to above and specific areas such as investment of excess liquidity.  A detailed review of the risk management policies employed by the Group is included in Note 2 to the financial statements.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Our principal risks and uncertainties - continued

The Group is cognisant of the impact its operations have on the environment as a result of the level of energy it consumes.  As such, the Group has been successful in reducing its carbon footprint as a result of extensive investment in new technologies and equipment which are more efficient in terms of energy consumption.  This is evident through our choice of technologies deployed in our data centres.  Data centres, by their very nature, consume considerable energy, and we are working to minimise the environmental impact.  Internally, we stepped up efforts to increase awareness and encourage use of best practices.  We implemented waste management and recycling initiatives. All employees are strongly encouraged to recycle waste generated at work and electronic waste at home using disposal facilities within offices, such as collection points for e-waste.

Further information in respect of these matters is disclosed within the Directors’ report in the Annual Report and Consolidated Financial Statements of the Company’s parent, GO p.l.c.

Board of Directors

The Directors who served on the Board during the year under review or up to the date of this report are listed hereunder.

Non-Executive Directors

Nikhil Patil

Arthur Galea Salomone

Faker Hnid

Deepak Padmanabhan

Michael Mercieca

Daniela Zammit

In terms of Article 98 of the Articles of Association, the term of appointment of the Directors still in office expires at the forthcoming Annual General Meeting.

Of the Directors of the Company, Michael Mercieca and Christian Sammut also served as Directors of BM IT Limited, Bellnet Limited and BM Support Services Limited during the year. Mr. Faker Hnid also served as director of these three companies until 10 July 2025, on which date Ms. Alexia Muscat was appointed as director in his stead. Ms. Alexia Muscat was also appointed as a director of 56Bit, together with Mr. Nick Tonna and Mr. Jack Mizzi, as from 28 May 2025.

None of the non-executive Directors have service contracts with either the Company or its subsidiaries.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Remuneration committee and corporate governance

During the year under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related.

Directors’ responsibilities

The Directors are required by the Companies Act (Cap. 386) to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the EU 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 and 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 consistently suitable accounting policies;

•making accounting judgements and estimates that are reasonable; 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.

The Directors are also responsible for designing, implementing and maintaining such internal control, as they deem necessary for the preparation of financial statements that are free from financial misstatements, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Group and the parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The financial statements of BMIT Technologies for the year ended 31 December 2025 are included in the Annual Report 2025, which is published in hard-copy printed form and is also available on the Company’s website. The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of, the website. Access to information published on the Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

Information provided in accordance with Capital Markets Rule 5.70.1

The Company is not party to any contract, not being a contract entered into in the Company’s ordinary course of business, giving rise to an obligation or entitlement which is material to the Company as at the date of this report.

Going concern

The Directors, as required by the Capital Markets Rule 5.62, have considered the Group’s operating performance, the balance sheet at year-end, as well as the business plan for the coming year, and, as further detailed in note 1.1, they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, in preparing the financial statements, they continue to adopt the going concern basis in preparing the financial statements.

Auditors

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. A resolution to re-appoint the auditors and to authorise the Directors to fix their remuneration will be proposed at the forthcoming Annual General Meeting.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Directors’ report - continued

Information provided in accordance with Capital Markets Rule 5.64

The authorised share capital of the Company is thirty million euro (€30,000,000) divided into three hundred million (300,000,000) shares of ten euro cents (€0.10) each share.

The issued share capital of the Company is twenty-one million, eight hundred and seventy-two thousand and twenty-three euros and thirty cents (€21,872,023.30) divided into two hundred and eighteen million, seven hundred and twenty thousand and two hundred and thirty-three (218,720,233) ordinary shares of ten euro cents (€0.10) each share, which have been subscribed for, allotted and fully paid up. The issued shares of the Company consist of one class of ordinary shares with equal voting rights attached.

The Directors confirm that as at 31 December 2025, only GO p.l.c. and Rizzo Farrugia & Co. (stk) Ltd. held a shareholding in excess of 5% of the total issued share capital.

The Chairman of the Board of Directors shall be elected by the Directors by a simple majority from among the Directors of the Company.

The rules governing the appointment of Board members are contained in Clause 96 of the Company’s Articles of Association as follows:

The Directors shall be appointed at each annual general meeting (or an Extraordinary General Meeting convened for the purposes of electing directors). Voting shall take place on the basis that every member shall have one vote in respect of each ordinary share held by him. A member may use all his votes in favour of one candidate or may split his votes in any manner he chooses among any two or more candidates. The Chairman of the meeting shall declare elected those candidates who obtain the greater number of votes on that basis.

Any amendment to the Company’s Memorandum and Articles of Association has to be made in accordance with the Companies Act (Cap. 386).

The Company may, subject to the applicable restrictions, limitations and conditions contained in the Companies Act (Cap. 386), acquire its own shares and or Equity Securities.

Pursuant to Capital Markets Rules 5.64.2, 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10 it is hereby declared that, as at 31 December 2025, none of the requirements apply to the Company.

We, the undersigned, declare that to the best of our knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries included in the consolidation taken as a whole, and that this report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Signed on behalf of the Company's Board of Directors on 10 March 2026 by Arthur Galea Salomone (Director) and Daniela Zammit (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2025.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance

1.Introduction

Pursuant to the Malta Financial Services Authority Capital Markets Rules, BMIT Technologies p.l.c. (‘the Company’ or BMIT Technologies) whose equity securities are listed on a regulated market should endeavour to adopt the Code of Principles of Good Corporate Governance (‘the Code’) as contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules. In terms of the Capital Markets Rules, the Company is hereby reporting on the extent of its adoption of the Code.

The Company acknowledges that the Code does not prescribe mandatory rules but recommends principles to provide proper incentives for the Board of Directors (‘the Board’) and the Company’s management to pursue objectives that are in the interests of the Company and its shareholders. Good corporate governance is the responsibility of the Board, and in this regard, the Board has carried out a review of the Company’s compliance with the Code during the period under review, and hereby provides its report thereon.

As demonstrated by the information set out in this statement, the Company believes that it has, save as indicated herein the section entitled Non-Compliance with the Code, throughout the period under review, applied the principles and complied with the provisions of the Code.

2.Compliance

Principle 1: The Board

The Board, the members of which are appointed by the shareholders, is primarily tasked with the overall direction, administration and management of the Company in such a way as to enhance the prosperity of the business over time, and therefore the value of the shareholders’ investment. The Board is currently composed of six non-executive Directors.

The Board is in regular contact with the Chief Executive Officer and is continuously informed of any decisions taken in order to ensure an effective contribution to the decision-making process, whilst at the same time exercising prudent and effective controls. Directors, individually and collectively, are of appropriate calibre, with the necessary skill and experience to assist them in providing leadership, integrity and judgement in directing the Company towards the maximisation of shareholder value.

The Board delegates specific responsibilities to the Audit Committee, which operates under formal terms of reference approved by the Board.

Further detail in relation to the Audit Committee and the responsibilities of the Board is found in paragraph ‘Principles 4 and 5’ of this statement.

Principle 2: Chairman and Chief Executive Officer

The roles of Chairman and Chief Executive Officer are filled by separate individuals, and the Chief Executive Officer is appointed by the Board for an indefinite period of time. During the period under review, Christian Sammut was the Chief Executive Officer.

The responsibilities and roles of the Chairman and the Chief Executive Officer are clearly established and agreed to by the Board of Directors.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

Principle 2: Chairman and Chief Executive Officer - continued

The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the Board is in receipt of precise, timely and objective information and also encourages active engagement by all members of the Board for discussion of complex and contentious issues. During 2025, the role of the Chairman was assumed by Nikhil Patil.

Principle 3: Composition of the Board

In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made to fill a casual vacancy on the Board, and which appointment would expire at the Company’s Annual General Meeting following appointment. Any vacancy among the Directors may be filled by the co-option of another person to fill such vacancy. Such co-option shall be made by the Board of Directors.

The Board has the overall responsibility for the activities carried out within the Company and the Group and thus decides on the nature, direction, strategy and framework of the activities and sets the objectives for the activities.

The Board of Directors is currently made up of six (6) non-executive directors. Mr. Nikhil Patil is Chairperson to the board of directors. The following Directors served on the Board during the period under review:

Non-executive Directors

Arthur Galea Salomone

Faker Hnid

Deepak Padmanabhan

Michael Mercieca

Daniela Zammit

Nikhil Patil

For the purposes of the Code, the non-executive Directors are independent.

Principles 4 and 5: The Responsibilities of the Board and Board Meetings

The Board has a formal schedule of matters reserved to it for decisions, but also delegates specific responsibilities to Board committees, the most prominent being the Audit Committee. Directors receive Board and committee papers in advance of meetings and have access to the advice and services of the Company Secretary. Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Directors are fully aware of their responsibility always to act in the best interests of the Company and its shareholders as a whole, irrespective of whoever appointed or elected them to serve on the Board. As delegated and monitored by the Board, the Company Secretary keeps detailed records of all dealings by Directors and senior executives of the Company and its subsidiaries in the Company’s shares and all minutes of meetings of the Board and its sub-committees.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

Principles 4 and 5: The Responsibilities of the Board and Board Meetings - continued

There were seven board meetings held during the year under review. Attendance by Board members was as follows:

Attended

Non-executive Directors

Arthur Galea Salomone7 of 7

Faker Hnid 6 of 7

Deepak Padmanabhan 6 of 7

Michael Mercieca7 of 7

Daniela Zammit 6 of 7

Nikhil Patil6 of 7

Christian Sammut attended all of the 7 Board meetings as CEO of the Company.

The Board has the responsibility to ensure that the activities are organised in such a way that the accounts, management of funds and financial conditions in all other respects are controlled in a satisfactory manner and that the risks inherent in the activities are identified, defined, measured, monitored and controlled in accordance with external and internal rules, including the Articles of Association of the Company. The Board of Directors, continuously assesses and monitors the Company’s operational and financial performance, assesses and controls risk, and monitors competitive forces in all areas of operation. It also ensures that both the Company and its employees maintain the highest standards of corporate conduct.

During the period under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related. This function is further explained in the Remuneration Report, which also includes the remuneration statement in terms of Code provision 8.A.3 and 8.A.4.

Board Committees

Audit Committee

The Audit Committee supports the work of the Board in terms of quality control of the Group’s financial reports and internal controls. The Audit Committee is currently chaired by Dr Arthur Galea Salomone, with the other members being Ms Daniela Zammit and Mr Michael Mercieca. The Audit Committee is independent and is constituted in accordance with the requirements of the Capital Markets Rules, with Ms Daniela Zammit being chosen as the member competent in accounting and/or auditing in view of her experience in the field. The Chief Finance Officer and the external auditors of the Company attend the meetings of the Committee by invitation. Other executives are requested to attend when required. The Company Secretary also acts as Secretary to the Audit Committee. The Committee scrutinises and monitors related party transactions. It considers the materiality and the nature of the related party transactions carried out by the Company to ensure that the arm’s length principle is adhered to at all times. The Committee held eight (8) meetings during the year. The external auditors attended six (6) of these meetings.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

Board Committees - continued

Audit Committee - continued

The Audit Committee is a sub-committee of the Board constituted to fulfil an overseeing role in connection with the quality and integrity of the Company’s financial statements. In performing its duties, the Audit Committee is to maintain effective working relationships with the Board of Directors, management and the external auditors of the Company. The Committee shall also consider the arm’s length nature of related party transactions that the Company carries out. The primary purposes of the Audit Committee shall be to protect the interests of the Company’s shareholders as well as to assist the Board in fulfilling its obligations and effectively discharging its responsibilities in connection with the following matters:

a. ensuring that the Company adopts, maintains and, at all times, applies appropriate accounting and financial reporting processes and procedures;

b. monitoring of the audit of the Company’s annual financial report, in particular, its performance, taking into account any findings and conclusions by the competent authority pursuant to Article 26 (6) of the Statutory Audit Regulation;

c. facilitating the independence of the external audit process and addressing issues arising from the audit process;

d. reviewing of the systems and procedures of internal control implemented by management and of the financial statements, disclosures and adequacy of financial reporting;

e. making of recommendations to the Board in relation to the appointment of the external auditors and the approval of the remuneration and terms of engagement of the external auditors, following the relative appointment by the shareholders in the annual general meeting;

f. monitoring and reviewing of the external auditors’ independence and, in particular, the provision of additional services to the Company;

g. considering and evaluating the arm’s length nature of related party transactions that the Company carries out to ensure that the execution of any such transactions are, indeed, at arm’s length and on a sound commercial basis and ultimately in the best interests of the Company; and

h. ensuring that the Company, at all times, maintains effective risk management and internal control systems, including compliance functions.

As part of its duties, the Committee receives and considers the audited statutory financials statements of all companies comprising the Group.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

Principle 6: Information and Professional Development

The Board is responsible for the appointment of the Chief Executive Officer. The Chief Executive Officer, although responsible for the recruitment and selection of senior management, consults with the Board on the appointment of senior management.

On joining the Board, Board members are informed in writing by the Company Secretary of the Directors’ duties and obligations, relevant legislation as well as rules and bye-laws. In addition, Directors have access to the advice and services of the Company Secretary and the Board is also advised directly, as appropriate, by its legal advisors. Directors are also provided with a presentation on the activities of the Company and subsidiaries. On a regular basis, the Directors receive periodic information on the Group’s financial performance and position. The Company Secretary ensures effective information flows within the Board, committees and between senior management and Directors, as well as facilitating professional development. The Company Secretary advises the Board through the Chairman on all governance matters. Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Company will provide for additional individual Directors’ training on a requirements basis.

Principle 7: Evaluation of the Board’s Performance

Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.

Principle 8: Committees

The Company has opted not to set up a Remuneration Committee and a Nomination Committee. Further explanation is provided under the section entitled Non-Compliance with the Code of this Statement.

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 also communicates with its shareholders through the Company’s Annual General Meeting (‘AGM’). The Chairman of the Board ensures that all Directors attend the AGM and that both the Chairman of the Board and the Chairman of the Audit Committee are available to answer questions.

Both the Chairman and Chief Executive Officer also ensure that sufficient contact is maintained with major shareholders to understand issues and concerns.

Apart from the AGM, the Company communicates with its shareholders by way of the Annual Report and Financial Statements and through the Company’s website (www.bmit.com.mt) which also contains information about the Company and its business, including an Investor Relations section.

In addition, the Company holds meetings with major stockbrokers and financial intermediaries, which meetings usually coincide with the publication of financial statements. The office of the Company Secretary maintains regular communication between the Company and its investors. Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year and are given the opportunity to ask questions at the AGM or to submit written questions in advance. As provided by the Companies Act (Cap. 386) minority shareholders may convene Extraordinary General Meetings.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

Principle 11: Conflicts of Interest

The Directors are fully aware of their responsibility to always act in the best interests of the Company and its shareholders irrespective of whoever appointed or elected them to serve on the Board.

On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of law, including the Capital Markets Rules, and Directors follow the required notification procedures. None of the Directors held any shares in the Company or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered during this financial year.

Principle 12: Corporate Social Responsibility

The Directors also seek to adhere to accepted principles of corporate social responsibility in their management practices of the Company in relation to the Company’s workforce and the community in general.

3.Non-compliance with the code

Principle 3: Executive and Non-Executive Directors on the Board

As explained in Principle 3 in Section B, the Board is composed entirely of non-executive Directors. Notwithstanding this, it is considered that the Board, as composed, provides for sufficiently balanced skills and experience to enable it to discharge its duties and responsibilities effectively. In addition, no cases of conflict of interest are foreseen.

Principle 4: Succession Policy for the Board (code provision 4.2.7)

This Code Provision recommends ‘the development of a succession policy for the future composition of the Board of Directors and particularly the executive component thereof, for which the Chairman should hold key responsibility’.

In the context of the appointment of Directors being a matter reserved exclusively to the Company’s shareholders (except where the need arises to fill a casual vacancy) as explained under Principle 3 in Section B, considering that every Director retires from office at the AGM and on the basis of the Directors’ non-executive role, the Company does not consider it feasible to have in place such a succession policy.

Principle 6: Succession Plan for Senior Management

Although the Chief Executive Officer is responsible for the recruitment and appointment of senior management, the Company has not established a formal succession plan.

Principle 8 B: Remuneration Committee and Nomination Committee

The Board deems that the setting up of a Remuneration Committee is not necessary within the context of the size, nature and operations of the Company. Its function is carried out by the Board of Directors.

Pursuant to the Company’s Articles of Association, the appointment of Directors to the Board is reserved exclusively to the Company’s shareholders. Within this context, the Board believes that the setting up of a Nomination Committee is currently not suited to the Company since it will not be able to undertake satisfactorily its full functions and responsibilities as envisaged by the spirit of the Code.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

Principle 9: Conflicts between Shareholders (code provision 9.3)

Currently there is no established mechanism disclosed in the Company’s Memorandum and Articles of Association to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. In any such cases should a conflict arise, the matter is dealt with in the appropriate fora, including in Board meetings, wherein the minority shareholders are represented. There is also an open channel of communication between the Company and the minority shareholders via the office of the Company Secretary.

4.Internal controls

The key features of the Group’s system of internal controls are as follows:

Organisation

The Group operates through boards of directors of subsidiaries with clear reporting lines and delegation of powers. The Company’s Chairman is also the chairman of the board of directors of the Company’s subsidiaries.

Control environment

The Group is committed to the highest standards of business conduct and seeks to maintain these standards across all its operations. Group policies and employee procedures are in place for the reporting and resolution of fraudulent activities.

The Group has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Group objectives. Lines of responsibility and delegation of authority are documented.

The Group and the individual companies comprising it have implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management and the external auditors.

Risk identification

Group management is responsible together with each of the subsidiary companies’ management, for the identification and evaluation of key risks applicable to their areas of business. These risks are assessed on a continual basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements.

Information and communication

Group companies participate in periodic strategic reviews, which include consideration of long-term financial projections and the evaluation of business alternatives.

Monitoring and corrective action

There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit Committee plans to meet regularly during the year and, within its terms of reference as approved by the Authority, reviews the effectiveness of the Group’s systems of internal financial controls. The committee receives reports from management and the external auditors.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Corporate governance - Statement of compliance - continued

5.General meetings (code provision 5.97.6)

Shareholders’ influence is exercised at the Annual General Meeting (AGM), which is the highest decision-making body of the Company. All shareholders, registered in the Shareholders’ Register, have the right to participate in the Meeting and to vote for the full number of their respective shares. A shareholder who cannot participate in the Meeting can be represented by proxy.

Business at the Company’s AGM will cover the Annual Report and Financial Statements, the declaration of dividends, election of Directors and the approval of their remuneration, the appointment of the auditors and the authorisation of the Directors to set the auditors’ fees. Shareholders’ meetings are called with enough notice to enable the use of proxies to attend, vote or abstain. The Company clearly recognises the importance of maintaining a regular dialogue with its shareholders in order to ensure that its strategies and performance are understood. It communicates with the shareholders through the AGM by way of the Annual Report and Financial Statements and by publishing its results on a regular basis during the year. This is done through the Investor Relations Section on the Company’s internet site, the office of the Company Secretary, and Company announcements to the market in general. Regular meetings are planned to be held with financial intermediaries and stockbrokers.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Remuneration report

A.Remuneration Committee

During the period under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related. Furthermore, it is the opinion of the Company’s Board of Directors that there is no risk of a conflicting interest in the drawing up of this Policy since it was submitted before the General Meeting of Shareholders for its consideration and approval. Furthermore, the Board of Directors also notes that the aggregate emoluments payable to Directors in any one financial year are subject to the approval of the Shareholders in General Meeting.

B.Remuneration policy

The Company is required to establish a Remuneration Policy with respect to its Directors and the Chief Executive Officer. The remuneration policy is applicable for a maximum period of four years and has been approved by the shareholders at the Annual General Meeting held on 18 June 2025. This remuneration policy approved on 18 June 2025 is in line with the policy applied for the remuneration paid to Directors and Chief Executive Officer in the preceding period. All remuneration for the Directors and the Chief Executive Officer for the year under review was in conformity with this policy. The policy describes the components of such remuneration and how this contributes to the Company’s business strategy, in the context of its long-term sustainable value creation. This remuneration policy is divided into two parts distinguishing between Directors and Chief Executive Officer.

C.Directors’ remuneration

It is the shareholders, in terms of the Memorandum and Articles of Association of the Company, who determine the maximum annual aggregate emoluments of the Directors by resolution at the Annual General Meeting of the Company. Remuneration payable to directors (in their capacity as directors) is reviewed as and when necessary and is not linked to the share price or the Group’s performance. These are benchmarked against market practice for major local companies of similar size and complexity.

The aggregate amount fixed for this purpose during the last Annual General Meeting was €200,000. None of the Directors have any service contracts with the Group and/or Company but one (1) of the Directors is an employee of the immediate parent company of BMIT Technologies p.l.c., whilst two (2) other Directors are involved in an associate with no specific amount of their remuneration allocated to their role at BMIT Technologies p.l.c. Moreover, none of the Directors, in their capacity as Directors of the Company, are entitled to profit sharing, share options, pension benefits, termination payments or any other remuneration. No variable remuneration is paid to Directors in their capacity as Directors of the Company. Despite the fact that the AGM approved a total amount of €200,000, following a decision by the Board on 21 November 2023, the Directors’ fees for each Director were increased to €30,000 per annum as from 1 January 2024. This has been adjusted for the cost of living as from 1 January 2025. This level was deemed consistent with market practice and conducive to the achievement of the Company’s strategic objectives. Furthermore, in accordance with its Articles of Association, the Company shall provide for the payment of all reasonable travelling, hotel and other expenses properly incurred by the Directors in attending meetings of the Company or otherwise in connection with the business of the Company. Such expenses shall be reimbursed by the Company in accordance with its expenses policy and against the presentation of the relative receipts. Directors shall also be entitled to certain other non-cash benefits as may be deemed reasonable and appropriate. No non-cash benefits were offered to Directors during the current year.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Remuneration report - continued

C.Directors’ remuneration - continued

Total emoluments received by Directors during the financial year 2025 in terms of Code Provisions 8.A.5 are as follows: fixed remuneration of €181,638. In terms of Code Provision 12.1 of the Malta Financial Services Authority Capital Market Rules, directors’ emoluments paid for the financial year 2025 and 2024 were as follows:

2025

2024

€

Nikhil Patil

30,273

27,500

Arthur Galea Salomone

30,273

30,000

Faker Hnid

30,273

30,000

Deepak Padmanabhan

30,273

30,000

Michael Mercieca

30,273

30,000

Daniela Zammit

30,273

30,000

181,638

177,500

D.Chief Executive Officer’s remuneration

It is the Board of Directors who determines the overall structure and parameters of BMIT’s Remuneration Policy with respect to its CEO. The remuneration policy is designed in a manner as would assist in the recruitment and retention of a qualified and professional individual having the required experience in data centre, cloud and managed IT services industries and who can steer the Company’s short and long-term business plans forward in a highly competitive market.

The CEO remuneration package is made up of fixed and variable elements, including provisions for the payment of lump sum in return for the CEO accepting a non-competition clause that would be triggered upon termination of the employment. Termination of employment by employer would also attract a claim over the pro-rata amount of variable remuneration due to the CEO at time of termination. However, the package does not provide for profit sharing or share options, pension benefits and early retirement schemes.

The fixed element, emanating from the contract of employment, is determined by reference to market practice amongst other factors, and is set at a level that motivates the CEO in striving to attain company long-term strategic and performance objectives.

The variable element of the remuneration is structured as a management bonus scheme aimed at rewarding the CEO’s performance. This variable component reflects the CEO’s achievement of a set of targets designed to contribute to the business interests and sustainability of the Company over a determined financial period. Elements of the scheme may vary periodically depending on the business circumstances of the Company. They shall, however, in all cases be consistent with the Company’s strategies and aligned with shareholder interests. Performance objectives shall be financial and/or operational in nature and shall be determined from time to time. These may include EBITDA-based objectives, project realisation and similar. The degree of achievement of these targets shall be determined by the Board of Directors which shall compare the realised outcomes against the target objectives. The Board considers the linkage between the fixed remuneration and the variable remuneration to be appropriate, also by reference to the ratio of fixed to variable elements. Furthermore, the Company does not have the possibility to reclaim any variable remuneration. The level of variable remuneration is deemed to be set at a level that continues to strive towards attaining the Company’s long-term performance goals. As regards to non-cash benefits, the CEO is entitled to health insurance, telephone expenses and car-cash allowance.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Remuneration report - continued

D.Chief Executive Officer’s remuneration - continued

The total emoluments receivable by the Chief Executive Officer for this financial year are as follows: Christian Sammut: fixed remuneration of €220,329 (2024: €208,724); variable remuneration of €121,070 (2024: €175,022) predominantly based on the achievement of pre-established EBITDA targets set by the Board of Directors. Other benefits as described above amounted to €4,567 (2024: €5,581). As a result, the total emoluments receivable by the CEO during 2025 amount to €345,966 (2024: €389,327).

E.Senior executives’ remuneration

For the purposes of this remuneration statement, references to Senior Management shall mean the Chief Executive Officer and the Chief Officers.

The base salaries of all Senior Management are established in accordance with the Company’s salary structure determined strategically by the Company. The Board of Directors is satisfied that in all cases the base remuneration established is in line with the criteria described in this report. In particular, in reaching this conclusion, the Board of Directors has paid due regard to market conditions and remuneration rates offered by comparable organisations for comparable roles and to the established performance-related remuneration and evaluation system.

Members of the Senior Management are each entitled to a cash performance bonus. In addition, the Board of Directors may approve additional bonuses for outstanding performances and achievements. Performance is measured on the basis of appraisals drawn up or endorsed by the CEO. These bonuses constitute the variable remuneration disclosed in the table below.

The rate at which the bonus is paid depends on the Board’s evaluation of the CEO’s assessment of the individual officer’s performance. Bonuses are calculated on the basis of personal performance, and Company objectives. Total amounts are subject to the discretion of the Board of Directors.

The Company does not have a policy in place which regulates the terms and conditions of contracts of Senior Management with respect to contract duration, notice periods, termination payments and related matters.

Senior Management are entitled to non-cash benefits in terms of health insurance and telecommunication expenses. None of the Senior Management are entitled to profit sharing, share options or pension benefits.

Total emoluments receivable by senior executives, including the CEO, during the financial years 2025 and 2024 in terms of Code Provisions 8.A.5 are as follows: fixed remuneration of €986,121 (2024: €954,455); variable remuneration of €402,000 (2024: €491,370); and other benefits as described above amounting to €28,160 (2024: €29,970). As a result, the total emoluments receivable by the senior executives, including the CEO during 2025 amounted to €1,416,281 (2024: €1,475,795).

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Remuneration report - continued

F.Other information on remuneration in terms of Appendix 12.1 of the Capital Markets Rules

In terms of the requirements within Appendix 12.1 of the Capital Market Rules, the following table presents the annual change of remuneration, of the company’s performance, and of average remuneration on a full-time equivalent basis of the company’s employees (other than directors) over the four most recent financial years. Directors’ remuneration has been excluded from the table below since it is based on a fixed fee as described in Section C above.

Company performance – EBITDA

Average employee remuneration per full time equivalent (excluding subcontracted employees & CEO)

The Company’s performance is measured using EBITDA as management has determined that EBITDA is the best measure of the Company’s direct performance.

The contents of the Remuneration Report have been reviewed by the external auditor to ensure that the information required in terms of Appendix 12.1 to Chapter 12 of the Capital Market rules have been included.

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Company information

Our purpose

Our purpose as BMIT Technologies is to power businesses to achieve their desired outcomes through harnessing technology.

Company registration number: C48299

Registered office:

Building SCM 02, Level 2

SmartCity Malta

Ricasoli, Kalkara, SCM 1001

Malta

Registered shareholders with five percent (5%) or more of the Share Capital of the Company:

As at 31 December 2025, only GO p.l.c. and Rizzo Farrugia & Co. (stk) Ltd. held a shareholding in excess of 5% of the total issued share capital.

Board of Directors

Non-executive Directors

Nikhil Patil – Chairman

Arthur Galea Salomone

Dr Francis Galea Salomone

Chief Officers

Christian Sammut - Chief Executive Officer

Nick Tonna - Chief Revenue, Innovation & Growth Officer

Jack Mizzi - Chief Digital & Market Enablement Officer

Alexia Muscat - Chief Financial Officer

Gordon Bezzina - Chief Technical Officer

Dione Vella - Chief Service Excellence & Compliance Officer

Karl Demicoli - Chief Human Resources Officer

Alan Camilleri - Chief Tower Operations Officer

Sean Cohen - Chief Customer Service Delivery Officer

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Statements of financial position

		As at 31 December

		Group		Company
		2025	2024	2025	2024
	Notes	€’000	€’000	€’000	€’000
ASSETS
Non-current assets
Property, plant and equipment	5	9,503	9,801	871	704
Right-of-use assets	6	1,268	1,616	17	22
Intangible assets	7	49,264	50,219	45,438	47,016
Investment in subsidiaries	8	-	-	20,324	19,722
Investment in associates	9	27,074	1,582	26,900	1,582
Trade and other receivables	11	464	293	-	-
Total non-current assets		87,573	63,511	93,550	69,046
Current assets
Inventories	10	126	139	-	-
Trade and other receivables	11	4,994	4,576	2,775	2,677
Current tax assets		656	618	-	-
Cash and cash equivalents	12	3,026	6,026	1,473	4,937
Total current assets		8,802	11,359	4,248	7,614
Total assets		96,375	74,870	97,798	76,660

BMIT TECHNOLOGIES p.l.c.

Annual Financial Report and Consolidated Financial Statements - 31 December 2025

Statements of financial position - continued

		As at 31 December

		Group		Company
		2025	2024	2025	2024
	Notes	€’000	€’000	€’000	€’000
EQUITY AND LIABILITIES
Equity
Share capital	13	21,872	21,160	21,872	21,160
Share premium	13	3,569	2,010	3,569	2,010
Other reserves	14	(6,137)	(4,097)	(2,040)	-
Accumulated losses/retained earnings		(6,885)	(6,317)	3,747	4,402
Total equity attributable to equity holders		12,419	12,756	27,148	27,572
Non-controlling interest		426	-	-	-
Total equity		12,845	12,756	27,148	27,572
Non-current liabilities
Lease liabilities	16	1,064	1,471	12	18
Borrowings	17	64,583	47,385	62,569	44,795
Other financial liabilities	18	2,080	1,292	2,080	1,292
Deferred tax liabilities	15	441	446	64	38
Trade and other payables	18	282	290	-	-
Total non-current liabilities		68,450	50,884	64,725	46,143
Current liabilities
Lease liabilities	16	482	460	6	5
Borrowings	17	2,441	558	1,865	-
Other financial liabilities	18	987	918	987	918
Current tax liabilities		404	373	382	373
Trade and other payables	18	10,766	8,921	2,685	1,649
Total current liabilities		15,080	11,230	5,925	2,945
Total liabilities		83,530	62,114	70,650	49,088
Total equity and liabilities		96,375	74,870	97,798	76,660

		As at 31 December

		Group		Company
		2025	2024	2025	2024
	Notes	€’000	€’000	€’000	€’000
Revenue	19	36,515	33,604	4,640	4,460
Cost of sales	20	(23,568)	(20,147)	(2,800)	(2,790)
Gross profit		12,947	13,457	1,840	1,670
Administrative expenses	20	(4,751)	(4,428)	(684)	(629)
Investment income	23	-	-	6,846	7,846
Operating profit		8,196	9,029	8,002	8,887
Analysed as follows:
EBITDA		12,006	12,717	9,650	10,504
Depreciation and amortisation	20	(3,810)	(3,688)	(1,648)	(1,617)
Operating profit		8,196	9,029	8,002	8,887
Share of profit from associates	9	174	-	-	-
Finance costs	24	(2,044)	(1,808)	(1,838)	(1,600)
Profit before tax		6,326	7,221	6,164	7,287
Tax expense	25	(2,860)	(3,053)	(2,819)	(3,174)
Profit for the year – total comprehensive income for the year		3,466	4,168	3,345	4,113
Attributable to:
Owners of the Company	26	3,432	4,168	3,345	4,113
Non-controlling interest		34	-	-	-

Group		Attributable to the owners of the Company
		Sharecapital	Sharepremium	Otherreserves	Accumulatedlosses	Total	Non-controllinginterest	Totalequity
	Notes	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Balance at 1 January 2024		20,360	-	(4,097)	(5,485)	10,778	-	10,778
Comprehensive income
Profit for the year – total comprehensive income for the year		-	-	-	4,168	4,168	-	4,168
Transaction with owners
Issuance of shares	13	800	2,010	-	-	2,810	-	2,810
Dividends	27	-	-	-	(5,000)	(5,000)	-	(5,000)
Balance at 31 December 2024		21,160	2,010	(4,097)	(6,317)	12,756	-	12,756

Group		Attributable to the owners of the Company
		Sharecapital	Sharepremium	Otherreserves	Accumulatedlosses	Total	Non-controllinginterest	Totalequity
	Notes	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Balance at 1 January 2025		21,160	2,010	(4,097)	(6,317)	12,756	-	12,756
Comprehensive income
Profit for the year – total comprehensive income for the year		-	-	-	3,432	3,432	34	3,466
Transaction with owners
Issuance of shares	13	712	1,559	-	-	2,271	-	2,271
Dividends	27	-	-	-	(4,000)	(4,000)	-	(4,000)
Recognition of reserve arising on written put-option available to minority shareholder		-	-	(2,040)	-	(2,040)	-	(2,040)
NCI - arising on acquisition of subsidiary		-	-	-	-	-	392	392
Balance at 31 December 2025		21,872	3,569	(6,137)	(6,885)	12,419	426	12,845

		As at 31 December

		Group		Company
		2025	2024	2025	2024
	Notes	€’000	€’000	€’000	€’000
Cash flows from operating activities
Cash generated from operations	28	11,715	12,112	4,018	5,537
Investment income	23	-	-	5,100	5,000
Interest paid on lease liabilities	24	(55)	(68)	(1)	(1)
Interest paid on borrowings	24	(1,820)	(1,602)	(1,675)	(1,469)
Income tax paid		(2,872)	(2,851)	(2,784)	(2,763)
Net cash generated from operating activities		6,968	7,591	4,658	6,304
Cash flows from investing activities
Purchase of property, plant and equipment	5	(1,416)	(2,279)	(268)	-
Purchase of intangible assets	7	(5)	-	-	-
Payment for acquisition of stake in subsidiary (net of cash acquired)	8	(191)	-	(603)	-
Payments to acquire investment in associate	9	(25,318)	-	(25,318)	-
Net cash used in investing activities		(26,930)	(2,279)	(26,189)	-
Cash flows from financing activities
Net loan (repayments)/proceeds	7,17	19,224	(412)	19,790	-
Dividends paid	27	(1,718)	(2,097)	(1,718)	(2,097)
Principal elements of lease payments	16	(544)	(529)	(5)	(5)
Net cash generated from/(used in) financing activities		16,962	(3,038)	18,067	(2,102)
Net movement in cash and cash equivalents		(3,000)	2,274	(3,464)	4,202
Cash and cash equivalents at beginning of year		6,026	3,752	4,937	735
Cash and cash equivalents at end of year	12	3,026	6,026	1,473	4,937

	%
Buildings	2 - 10
Improvements to premises	6 - 10
Office furniture and equipment	10 - 25
Data centre equipment	4 - 20
Other equipment	25 - 50
Passive network infrastructure	6 - 14

	Years
Intangible assets attributable to the Data centre operation
Brand names	10
Customer relationships	5
Intangible assets attributable to the Mobile network towers operation
Customer contract	30
Portfolio of access contracts	30
Intangible assets attributable to 56Bit acquisition
AWS partner certification	13
Brand names	5
Non-compete agreement	7

	Current to 30 days past due	31 to 60days pastdue	61 to 90days pastdue	91 to 120days pastdue	121 to 150days pastdue	+151 dayspastdue	Total
31 December 2024
Weighted average expected loss rate*	1%	3%	3%	5%	10%	67%
Gross carrying amount - trade receivables and contract assets (€’000)	1,592	661	379	323	2	88	3,045
Loss allowance applied after netting off the deposits (€’000)	8	20	-	1	-	60	89
31 December 2025
Weighted average expected loss rate*	1%	4%	4%	11%	36%	65%
Gross carrying amount - trade receivables and contract assets (€’000)	2,287	314	9	27	14	113	2,764
Loss allowance applied after netting off the deposits (€’000)	11	14	-	3	5	73	106

Group	Carryingamount	Contractualcash flows	Withinone year	Betweenone andtwo years	Betweentwo tofive years	More thanfive years
	€’000	€’000	€’000	€’000	€’000	€’000
31 December 2025
Borrowings	67,024	88,614	4,833	4,833	28,100	50,848
Lease liabilities	1,546	1,718	522	213	409	574
Other financial liabilities	3,067	3,067	987	1,029	1,051	-
Trade and other payables	11,048	11,048	10,766	155	119	8
	82,685	104,447	17,108	6,230	29,679	51,430
31 December 2024
Borrowings	47,943	62,342	2,292	3,378	25,095	31,577
Lease liabilities	1,931	2,150	510	497	443	700
Other financial liabilities	2,210	2,507	1,123	570	814	-
Trade and other payables	9,211	9,211	8,921	169	121	-
	61,295	76,210	12,846	4,614	26,473	32,277

	Mobile Network Towers & Property Holdings		Data Centre & Managed IT Services		Total
	2025	2024	2025	2024	2025	2024
	€000	€000	€000	€000	€000	€000
Revenue from external customers	4,253	3,988	32,262	29,616	36,515	33,604
EBITDA	3,068	2,657	8,938	10,060	12,006	12,717
Reportable segment profit before tax	(117)	(559)	6,443	7,780	6,326	7,221
Tax	(48)	(389)	(2,812)	(2,664)	(2,860)	(3,053)
Results for reportable segments	(165)	(948)	3,631	5,116	3,466	4,168
Information about profit or loss:
Finance costs	(1,626)	(1,600)	(418)	(208)	(2,044)	(1,808)
Depreciation and amortisation	(1,685)	(1,617)	(2,125)	(2,071)	(3,810)	(3,688)
Reportable segment assets	73,524	49,778	22,851	25,092	96,375	74,870
Capital expenditure	268	58	1,148	2,279	1,416	2,337
Reportable segment liabilities	67,463	48,118	16,067	13,996	83,530	62,114

Group	Land,buildings andimprovementsto premises	Datacentreequipment	Passivenetworkinfrastructure	Officefurniture &equipment	Total
	€’000	€’000	€’000	€’000	€’000
At 1 January 2024
Cost	5,106	16,811	727	5,324	27,968
Accumulated depreciation and impairment charges	(858)	(13,311)	(7)	(4,691)	(18,867)
Net book amount	4,248	3,500	720	633	9,101
Year ended 31 December 2024
Opening net book amount	4,248	3,500	720	633	9,101
Additions	-	2,104	58	175	2,337
Disposals and reversals	-	-	-	(1)	(1)
Depreciation charge	(49)	(1,277)	(74)	(237)	(1,637)
Depreciation released on disposals	-	-	-	1	1
Closing net book amount	4,199	4,327	704	571	9,801
At 31 December 2024
Cost	5,106	18,915	785	5,498	30,304
Accumulated depreciation and impairment charges	(907)	(14,588)	(81)	(4,927)	(20,503)
Net book amount	4,199	4,327	704	571	9,801
Year ended 31 December 2025
Opening net book amount	4,199	4,327	704	571	9,801
Additions	37	872	268	250	1,427
Disposals and reversals	-	-	-	(8)	(8)
Depreciation charge	(44)	(1,344)	(101)	(236)	(1,725)
Depreciation released on disposals	-	-	-	8	8
Closing net book amount	4,192	3,855	871	585	9,503
At 31 December 2025
Cost	5,143	19,787	1053	5,740	31,723
Accumulated depreciation and impairment charges	(951)	(15,932)	(182)	(5,155)	(22,220)
Net book amount	4,192	3,855	871	585	9,503

Description by class based on highest and best use	Fair value at31 December 2025	Valuationtechnique	Significantunobservableinput	Range of unobservableinputs
	€
Current use as data centre	4,200,000	Discounted cashflows - rental streams approach	Rental streams	Rental value p.a. of €135/sqm - €160/sqm and applying discount rates of 5.75%*

Group
ROU asset	No. ofROUassets	Range ofremaininglease term(years)	Averageremaininglease term(years)	Averageextensionoptionconsidered(years)	No. ofleaseswithextensionoptions	No. ofleaseswithoption topurchase	No. ofleases withterminationoptions
Properties	4	1 - 9	4	3	3	-	3
Motor vehicles	3	1 - 5	4	-	-	-	-
IT equipment	7	1 - 3	1	-	-	-	-

Group	Brand names,customerrelationships and related assets	Goodwill	Customercontract	Portfolio of access contracts	Total
	€’000	€’000	€’000	€’000	€’000
At 1 January 2024
Cost	11,427	3,203	46,925	1,755	63,310
Accumulated amortisation and impairment charges	(11,427)	-	(122)	(5)	(11,554)
Net book amount	-	3,203	46,803	1,750	51,756
Year ended 31 December 2024
Opening net book amount	-	3,203	46,803	1,750	51,756
Amortisation charge	-	-	(1,475)	(62)	(1,537)
Closing net book balance	-	3,203	45,328	1,688	50,219
At 31 December 2024
Cost	11,427	3,203	46,925	1,755	63,310
Accumulated amortisation and impairment charges	(11,427)	-	(1,597)	(67)	(13,091)
Net book amount	-	3,203	45,328	1,688	50,219
Year ended 31 December 2025
Opening net book amount	-	3,203	45,328	1,688	50,219
Additions	521	102	-	-	623
Amortisation charge	-	-	(1,521)	(57)	(1,578)
Closing net book balance	521	3,305	43,807	1,631	49,264
At 31 December 2025
Cost	11,948	3,305	46,925	1,755	63,933
Accumulated amortisation and impairment charges	(11,427)	-	(3,118)	(124)	(14,669)
Net book amount	521	3,305	43,807	1,631	49,264

	Average annual increase in EBITDA	Terminal valuegrowth rate	Post-taxdiscount rate
	%	%	%
31 December 2025	1.0	1.0	12.8
31 December 2024	1.0	1.0	12.5

Earnings per share (€)	26	0.02	0.02

	Group		Company
	2025	2024	2025	2024
	€000	€000	€000	€000
Financial liabilities measured at amortised cost (at principal amounts)
Subject to floating rates
Bank loans	(49,790)	(30,000)	(49,790)	(30,000)
	(49,790)	(30,000)	(49,790)	(30,000)
Subject to fixed rates
Bank loans	(2,622)	(3,188)	-	-
Loan from fellow subsidiary	(15,000)	(15,000)	(15,000)	(15,000)
	(17,622)	(18,188)	(15,000)	(15,000)
Total	(67,412)	(48,188)	(64,790)	(45,000)

	Registered office	Class of shares held	Percentage of shares held
			2025	2024
BMIT Limited	SCM02, Level 2,SmartCity Malta Ricasoli, Kalkara,Malta	Ordinary Shares of €2.329373 each	100%	100%
Bellnet Limited	SCM02, Level 2,SmartCity Malta Ricasoli, Kalkara,Malta	Ordinary Shares of €2.33 each	100%	100%
BM Support	SCM02, Level 2,SmartCity Malta Ricasoli, Kalkara,Malta	Ordinary Shares of €2.329373 each	100%	100%
56Bit Ltd	32, Triq I-Gewwinija,GhaxaqGXQ 1970.Malta	Ordinary Shares of €1.00 each	51%	0%

	€’000
Outflow of cash to acquire subsidiaries, net of cash acquired:
Cash consideration	602
Less: cash acquired	(411)
Net outflow of cash – investing activities	191

	€’000
Fair value of initial 51% equity holding in 56Bit at acquisition date	602

	€’000
Property, plant and equipment	11
Intangible assets (principally brands and AWS certification)	515
Current assets (principally cash and trade and other receivables)	507
Trade and other payables	(141)
Net identifiable assets acquired	892
Attributable to non-controlling interests	(392)
Goodwill	102
	602

Summarised balance sheet
	56Bit
	2025
	€’000
Current assets	720
Current liabilities	(287)
Net current assets	433
Non-current assets	13
Net non-current assets	13
Net assets	446
Accumulated NCI	426
Summarised statement of comprehensive income
Revenue	533
Profit for the period	69
Profit allocated to NCI	34

Associate	Registered office	Class of shares held	Percentage of shares held
			2025	2024
EBO Ltd	Vision Exchange Building,Territorials Street, Zone 1,Central Business District,Birkirkara CBD 1070Malta	Ordinary shares	15%	15%
Malta Properties Company p.l.c.	The Bastions,Triq Emvin Cremona,Floriana,FRN 1281,Malta	Ordinary shares	49%	-

	MPC
	31 December2025	31 October2025
	€’000	€’000
Summarised statement of financial position
Non-current assets
Investment property	92,033	92,493
Other non-current assets	816	817
Total non-current assets	92,849	93,310
Current assets
Trade receivables	1,793	2,516
Cash and cash equivalents	3,588	3,662
Property held for sale	1,201
Current tax	109	66
Total current assets	6,691	6,244
Non-current liabilities	(37,481)	(37,964)
Current liabilities	(4,445)	(4,233)
Net assets	57,614	57,357
Reconciliation to carrying amounts:
Opening net assets of investee as at 1 November 2025	57,357
Profit for the year	257
Closing net assets as at 31 December 2025	57,614
Group’s share in %	49%
Group’s share of closing net assets as at 31 December 2025	28,231
Group’s carrying amount in the financial statements as at 31 December 2025*	25,444

	Period ended 31 December2025
	€’000
Summarised statement of comprehensive income
Revenue	915
Profit from continued operations	192
Total comprehensive income	257

	Group and Company
	2025	2024
	€’000	€’000
Authorised:
300,000,000 Ordinary shares of €0.10 each	30,000	30,000
Issued and fully paid:
218,720,233 (31 December 2024: 211,601,892) Ordinary shares of €0.10 each	21,872	21,160

Group
	Equity reserve for	Other
	minority put option	reserve	Total
	€’000	€’000	€’000
At 1 January 2024	-	(4,097)	(4,097)
At 31 December 2024	-	(4,097)	(4,097)
At 1 January 2025	-	(4,097)	(4,097)
Contingent liability to acquire further shares in subsidiary (Note 8)	(2,040)	-	(2,040)
At 31 December 2025	(2,040)	(4,097)	(6,137)