Shoreline Mall p.l.c.
C 84005
Annual report and financial statements
30 June 2025
Shoreline Mall p.l.c.
0
Contents
Page
Directors, officers and other information 1
Directors' report 2 - 4
Statement of Directors' responsibilities 5
Statement of corporate governance 6 - 14
Statement of profit or loss and other comprehensive income 15
Statement of financial position 16
Statement of changes in equity 17
Statement of cash flows 18
Notes to the financial statements 19 - 47
Independent auditors' report 48 - 57
Shoreline Mall p.l.c.
1
Directors, officers and other information
Directors: Ryan Edward Otto
Roderick Psaila
Charles Scerri
Robert Ancilleri
Company secretary: Luana Pace
Registered office: Suite 407, Level 4, Block SCM 01
Smart City Malta, Ricasoli, Kalkara
SCM 1001
Malta
Country of incorporation: Malta
Company registration
number: C 84005
Auditor: GCS Assurance Malta Limited
Agora Business Centre
Level 2, Valley Road
Msida
MSD 9020
Malta
Bankers: Bank of Valletta p.l.c.
The Strand
Triq Ix-Xatt
Gzira
GZR 1022
Malta
WAMO Solution Limited
Portomaso Business Tower
Level 11, Vjal Portomaso
St. Julians
STJ 4011
Malta
Shoreline Mall p.l.c.
2
Directors’ report
Year ended 30 June 2025
The Directors present their report and the audited financial statements for the period ending 30 June 2025.
Overview and principal activities
Shoreline Mall p.l.c. (the “Company”) is a public limited liability Company incorporated in Malta on 15
December 2017 with registration number C 84005. The registered address of the Company is Suite 407,
Level 4, Block SCM01, Smart City Malta, Ricasoli, Kalkara, SCM 1001, Malta. These financial statements
cover the financial year ended 30 June 2025.
The Company’s principal activity is to manage the Shoreline Mall shopping complex and to develop
residential villas for resale. The Company’s main business consists of:
a. The generation of rental income from the commercial operations within the Shoreline Mall
units and carpark; and
b. The sale of immovable property within the Shoreline site, mainly consisting of residential
villas.
Review of the business trading performance
The Shoreline Mall generated net rental income of EUR2,374,939 (2024 – EUR779,419) and operating
profit for the year of EUR56,453 (2024 – EUR1,773,530) after taking into account depreciation and
amortisation costs of EUR1,881,005 (2024 – EUR629,670). However, the Company registered a loss of
EUR1,683,134 (2024 – profit of EUR1,194,762) for the year ended 30 June 2025 after taking into account
its finance costs.
The residential villas have been fully constructed with only finishing works required. They are expected to
be put on the market for sale within the next financial year.
Financial position
The Company’s total assets as at 30 June 2025 decreased to EUR76,357,550 when being compared to the
previous year balance of EUR85,156,702. Both current assets and current liabilities experienced a similar
decrease year on year, having a year-end balance of EUR8,291,256 (2024 – EUR15,844,959) and
EUR18,991,622 (2024 – EUR26,701,362), respectively. These are mainly the result of a VAT receivable
being settled and utilised to reduce an amount due to a group company.
The Company’s non-current assets decreased to EUR68,066,294 (2024 – EUR69,311,743) primarily due to
depreciation and amortisation charges for the year. Non-current liabilities remained consistent at
EUR39,902,589 (2024 – EUR39,927,091), whilst net assets decreased to EUR17,463,339 (2024 –
EUR18,528,249).
Shoreline Mall p.l.c.
3
Directors’ report (continued)
Year ended 30 June 2025
Financial risk management
The Company is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk,
as disclosed in note 5 to the financial statements.
Outlook for 2026
The Shoreline Mall is expected to expand its market share in the south of the island through continued
footfall growth. Various events have been planned not only to attract new customers to the mall, but also
to promote a steadier flow of visitors throughout the week. Footfall is further expected to increase as the
Shoreline residential component of project nears completion and both long-term and short-term residents
occupy the apartments block by block. The closing of nearby shopping facilities within the locality is also
expected to further redirect footfall to the Shoreline Mall.
The residential component of the project is completely constructed, and the finishing works are expected
to be completed by financial year end 2026.
Dividends
No dividend is being recommended as the Company did not have any distributable reserves at the end of
the reporting period.
Corporate Governance
The Directors are committed and fully support the adoption of the relevant corporate governance
standards, in this case the Code of Principles of Good Corporate Governance (the “Code”), which entails
amongst others, principles such as the appointment of independent Directors to the Board, the formation
of an audit committee as well as the continued adoption of internal controls to manage, review and
safeguard the Company’s assets and operations.
Going concern
Although the Company registered a loss after tax of EUR1,064,910 (2024 – profit after tax of
EUR1,557,159) for the year after taking into account depreciation, amortisation and finance costs, the
Company generated substantial net rental income and a positive cashflow from operations during its first
full year of operations. The Company is expected to continue generating higher net rental income, together
with proceeds from the sale of fixed property, resulting in positive cashflows over the medium term.
Furthermore, the mall has achieved significant growth in total retail sales subsequent to year end, further
improving the outlook for the following periods.
The Company acknowledges the upcoming maturity of the Shoreline Mall Secured Bonds 2026 on 1 August
2026. Management has identified and is actively pursuing several viable funding options to meet this
obligation, including the refinancing of this debt through a combination of financial support from related
group companies, including its parent company and ultimate parent company, and through the potential
rollover of the existing bond. Discussions with financial institutions and the current bond sponsors are
ongoing and management believes that sufficient funding will be secured prior to the maturity date to ensure
timely repayment.
The Directors have considered the Company’s financial position, performance, and cash flow projections as
part of their assessment of the Company’s ability to continue as a going concern. The timing and successful
completion of the planned refinancing or alternative funding arrangements have not yet been finalised as
such processes will only be completed closer to the maturity date. Regardless of this, the Company’s ultimate
parent has committed the required funding to repay the maturing bonds should none of the other financing
options realise in time.
The financial statements have been prepared on a going concern basis, which the Directors consider
appropriate in view of their expectation that the ongoing negotiations and planned financing initiatives will
be successfully concluded, enabling the Company to meet its obligations as they fall due for the foreseeable
future.
Shoreline Mall p.l.c.
4
Directors’ report (continued)
Year ended 30 June 2025
Board of Directors
The Directors who served during the period and up till the date of this report are as follows:
Ryan Edward Otto (Executive Director)
Roderick Psaila (Non-executive Director)
Charles Scerri (Non-executive Director)
Robert Ancilleri (Non-executive Director)
In accordance with the Company’s articles of association all the Directors are to remain in office.
Auditors
GCS Assurance Malta Limited have expressed their willingness to continue in office and a resolution for
their reappointment will be proposed at the Annual General Meeting.
Signed on behalf of the Company's Board of Directors on 30 October 2025 by Robert Ancilleri and
Ryan Edward Otto as per the Directors' Declaration on ESEF Annual Financial Report submitted
in conjunction with the Annual Report and Financial Statements 2025.
Shoreline Mall p.l.c.
5
Statement of Directors’ responsibilities
Year ended 30 June 2025
The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements in
accordance with generally accepted accounting principles and practice which give a true and fair view of
the state of affairs of the Company at the end of each financial period and of the profit or loss of the
Company for the period then ended.
In preparing the financial statements, the Directors should:
select suitable accounting policies and apply them consistently;
make judgements and estimates that are reasonable; and
prepare the financial statements on a going concern basis, unless it is inappropriate to presume that
the Company will continue in business as a going concern.
The Directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the Company and which enable the Directors to
ensure that the financial statements comply with the Maltese Companies Act (Cap. 386). This
responsibility includes designing, implementing and maintaining such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. The Directors are also responsible for safeguarding the assets
of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Additionally, the Directors are responsible for:
the preparation and publication of the Annual Financial Report, including the financial statements, in
XHTML format in accordance with the requirements of the European Single Electronic Format
Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815
(the “ESEF RTS”), as required by Capital Markets Rule 5.56A,
designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report in XHTML format, that is free from material misstatement, whether due to fraud or
error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into
a single electronic reporting format.
Statement of responsibility pursuant to the Capital Market Rules issued by Malta Financial Services
Authority
In accordance with Capital Market Rule 5.68, we confirm that to the best of our knowledge:
a) the financial statements give a true and fair view of the financial position of the Company as at
30 June 2025 and of their financial performance and cash flows for the year then ended, in
accordance with International Financial Reporting Standards as adopted by the EU (or “IFRS” as
adopted by the EU); and
b) the Directors’ report includes a fair review of the performance of the business and the financial
position of the Company, together with a description of the principal risks and uncertainties that
they face.
Signed on behalf of the Company's Board of Directors on 30 October 2025 by Robert Ancilleri
(Director) and Ryan Edward Otto (Director) as per the Directors' Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Financial Statements 2025.
Shoreline Mall p.l.c.
6
Statement of Corporate Governance
Year ended 30 June 2025
Introduction
The Board of Directors (the “Board”) of Shoreline Mall p.l.c. (also referred to as “the Company”)
acknowledges that effective corporate governance is critical to the proper functioning not just of the sector
in which the Company operates but the Maltese society at large. Hence, it is committed to high standards
of corporate governance and has a solid corporate governance framework that is built around the principles
of control and accountability. The Board further believes that good corporate governance has a positive
impact on the Company’s performance.
The Company is subject to regulation by the Listing Authority. It is required to include a statement of
compliance with the Code of Principles of Good Corporate Governance (the “Code”) contained in
Appendix 5.1 of the Capital Markets Rules issued by the Malta Financial Services Authority. In terms of
Listing Rule 5.94 and the Code’s Preamble, the Company is obliged to disclose compliance or non-
compliance with the provisions of the said Code. The Company strives to maintain the highest standards of
disclosure in reporting the effective measures adopted to ensure compliance with the Code, and to explain
the instances of non-compliance.
General
The Board has carried out a review of the Company’s compliance with the Code. It has taken measures for
the Company to comply with the requirements of the Code to the extent that it is considered appropriate
and complementary to the size, nature and operations of the Company.
The Company acknowledges that although the Code does not dictate or prescribe mandatory rules, the
Board endorsed the principles recommended in the Code and ensured their adoption, save as indicated
within the section entitled Non-Compliance with the Code where the Board indicates and explains the
instances where it has not complied with the Code.
For the avoidance of doubt, reference in this Statement to compliance with the principles of the Code means
compliance with the Code’s main principles.
The Board believes that for the financial year under review, the Company has generally complied with the
requirements for each of the Code’s main principles. Further information in this respect is provided
hereunder.
Shoreline Mall p.l.c.
7
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle One: The Company's Board of Directors
The Board reports that for the financial year under review, the Directors have provided the necessary
leadership in the overall direction of the Company and have performed their responsibilities for the efficient
and smooth running of the Company. The Board is composed of members who are honest, competent and
solvent and thus fit and proper to direct the business of the Company. All the members of the Board are
fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of
the Company. The Board is accountable for its performance and that of its delegates to shareholders and
other relevant stakeholders.
The Board has adopted prudent and effective systems throughout the year under review, which ensure an
open dialogue between the Board and senior management.
The Company has a structure that ensures a mix of executive and non-executive Directors and that enables
the Board to have direct information about the Company's performance and business activities.
During the year, the Board delegated specific responsibilities to the Audit Committee. Further detail in
relation to this committee and its responsibilities can be found under Principle Four of this Statement.
Principle Two: The Company's Chairman and Chief Executive Officer (“CEO”)
The Chairman exercises independent judgement and is responsible to lead the Board and sets its agenda,
whilst also ensuring that the Directors receive precise, timely and objective information so that they can
take sound decisions and effectively monitor the performance of the Company. The Chairman is also
responsible for ensuring effective communication with shareholders and ensuring active engagement by all
members of the Board for discussion of complex or contentious issues.
The role of the CEO is carried out by Ryan Edward Otto who is accountable to the Board for all business
operations of the Company and ensures the effective overall management and control of the business and
proper coordination of the activities undertaken.
Although the roles of the Chairman and the CEO are now held by the same individual, the division of
responsibilities for each role have been clearly established and agreed by the Board. The Chief Financial
Officer is responsible for financial reporting and financial controls, whilst statutory compliance is
performed by the Company Secretary. The Chief Operational Officer is responsible for operations and site
risk management. These representatives in turn report to the CEO and when required, to the Board directly.
The Company forms part of the Shoreline group of companies (the “group”) but has its own management
structure and accounting systems and internal controls, and is governed by its own Board, whose members,
are appointed by the shareholders of the Company. This provides sufficient delegation of powers to achieve
effective management. The organisational structure ensures that decision making powers are spread wide
enough to allow proper control and reporting systems to be in place and maintained in such a way that no
one individual or small group of individuals has unfettered powers of decision.
Shoreline Mall p.l.c.
8
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle Three: Composition of the Board
During the year, the Board was composed of four (4) members, with one (1) executive and three (3) non-
executive Directors, with each member offering core skills and experience that are relevant for the
successful operation of the Company. The Board is responsible for the overall long-term strategy and
general policies of the Company, monitoring the Company’s systems of control and financial reporting and
communicating effectively with the market as and when necessary.
The Board of Directors consists of the following:
Robert Ancilleri – Independent non-executive Director
Charles Scerri – Independent non-executive Director
Ryan Edward Otto – Chairman/ Executive Director
Roderick Psaila – Non-executive Director
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
by the Board to fill a casual vacancy, which appointment would be valid until the conclusion of the next
Annual General Meeting of the Company following such an appointment. In terms of the Articles of
Association, a Director shall hold office without retirement until death or until they retire or are removed
by the Company in accordance with Article 140 of the Companies Act (Cap. 386).
Mr. Robert Ancilleri and Mr. Charles Scerri are considered by the Board to be independent non-executive
members of the Board.
None of the independent non-executive Directors:
a) is or has been employed in any capacity with the Company and/or the group;
b) has or had a significant business relationship with the Company and/or the group;
c) has received significant additional remuneration from the Company and/or the group;
d) has close family ties with any of the Company's executive Directors or senior employees;
e) has served on the Board for more than twelve consecutive years; or
f) is or has been within the last three years an engagement partner or a member of the audit team of
the present external auditor of the Company and/or the group.
Each non-executive Director has declared in writing to the Board that he undertakes:
a) to maintain in all circumstances his independence of analysis, decision and action;
b) not to seek or accept any unreasonable advantages that could be considered as compromising his/her
independence; and
c) to clearly express his/her opposition in the event that he finds that a decision of the Board may harm
the Company.
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle Four: The Responsibilities of the Board
The Board acknowledges its statutory mandate to conduct the administration and management of the
Company. In fulfilling this mandate and discharging its duty of stewardship of the Company, the Board
assumes responsibility for the Company’s strategy and decisions with respect to the issue, servicing and
redemption of its Bonds in issue, and for monitoring that its operations are in conformity with its
commitments towards the Bondholders, the Company’s shareholders, and all relevant laws and regulations.
The Board is also responsible for ensuring that the Company establishes and operates effective internal
control and management information systems, identifies and ensures that significant risks are managed
satisfactorily and that it communicates effectively with the market.
Directors are entitled to seek independent professional advice at any time on any aspect of their duties and
responsibilities, at the Company's expense.
The Board has also established an Audit Committee. The terms of reference of this Committee are compliant
with the Capital Markets Rules.
The Audit Committee
The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing
with issues of risk, control and governance; and review the financial reporting processes, financial policies
and internal control structure. During the financial year under review, the Audit Committee met six (6)
times and all members were present for the meetings.
The Board has set formal terms of establishment and the terms of reference of the Audit Committee that
establish its composition, role and function, the parameters of its remit as well as the basis for the processes
that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly
responsible and accountable to the Board.
Furthermore, the Audit Committee has the role and function of scrutinising and evaluating any proposed
transaction to be entered into by the Company with a related party, to ensure that the execution of any such
transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Company.
The Audit Committee is composed of three (3) members:
Charles Scerri – Chairman
Robert Ancilleri – Member
Roderick Psaila – Member
Two (2) of the members are independent non-executive Directors and are competent in accounting/or
auditing in terms of Capital Markets Rule 5.117 on the basis that they are all qualified accountants.
In terms of Capital Markets Rule 5.127.7, the Audit Committee is responsible for developing and
implementing policy on the engagement of the external auditor to supply non-audit services.
Shoreline Mall p.l.c.
10
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Internal Control and Risk Management
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its
effectiveness. The Directors are aware that internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not
absolute, assurance against normal business risks.
During the financial year under review, the Company operated a system of internal controls which provided
reasonable assurance of effective and efficient operations covering all controls, including financial and
operational controls and compliance with laws and regulations. Processes are in place for identifying,
evaluating and managing the significant risks facing the Company.
Other key features of the system of internal controls adopted by the Company are as follows:
Risk identification, control and reporting
The Board, with the assistance of the management team, is responsible for the identification and evaluation
of key risks applicable to the areas of business in which the Company is involved. These risks are assessed
on a continual basis with a view to control and mitigate where deemed necessary. Major risks (if identified)
that are applicable to their areas of business are reported and then discussed at Board meetings.
Information and communication
Periodic strategic reviews which include consideration of long-term financial projections and the evaluation
of business alternatives are regularly convened by the Board. An annual budget is prepared and performance
against this plan is actively monitored and reported to the Board.
Reporting
The Company has 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. On a quarterly basis, the Board
receives a comprehensive analysis of financial and business performance.
Shoreline Mall p.l.c.
11
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle Five: Board Meetings
The Board meets as often and as frequently as required to discharge its duties effectively. The Directors are
notified of forthcoming meetings by the Company Secretary at least seven (7) days before with the issue of
an agenda and supporting Board papers. Minutes are prepared during Board meetings recording faithfully
attendance, and resolutions taken at the meeting. The Chairman ensures that all relevant issues are on the
agenda, supported by all available information, whilst encouraging the presentation of views pertinent to
the subject matter and giving all Directors every opportunity to contribute to relevant issues on the agenda.
The agenda for Board meetings seeks to achieve a balance between long-term strategic and short-term
performance issues.
Directors attend meetings on a frequent and regular basis and dedicate the necessary time and attention to
their duties as Directors of the Company. The Board met seven (7) times during the financial year under
review.
The following Directors attended Board meetings as follows:
Name Designation Number of
Meetings
Ryan Edward Otto
Chairman/ Executive Director
7
out of
7
Roderick Psaila
Non
-
executive Director
7
out of
7
Robert Ancilleri
Non
-
executive Director
7
out of
7
Charles Scerri
Non
-
executive Director
7
out of
7
The Board has access to the advice and services of the Company Secretary who is responsible to the Board
for ensuring that Board procedures are complied with, as well as for ensuring sound information flows
between the Board and the Audit Committee.
Principle Six: Information and Professional Development
As part of succession planning and employee retention, the Board ensures that the Company implements
appropriate schemes to recruit, retain and motivate employees and senior management and keep a high
morale amongst employees.
The executive Directors are responsible for the recruitment and selection of senior management, consult
with the Board on the appointment of, and on a succession plan for, senior management.
Training (both internal and external) of management and employees remains a priority. The group often
allows adequate paid for study leave to employees who wish to further their education.
Principle Seven: Evaluation of the Board’s Performance
The mall opened to the public on 1 March 2024. Given that the operations of the Company are now in full
swing, the Board will be undertaking its first evaluation of its own performance by end of 2025.
Shoreline Mall p.l.c.
12
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle Eight: Remuneration and Nomination Committees
The Board of Directors considers that the size and operation of the Company does not warrant the setting
up of a nomination and remuneration committee. Appointments to the Board of Directors are determined
by the shareholders of the Company in accordance with the Company’s Memorandum and Articles of
Association. The Company considers that the members of the Board possess the level of skill, knowledge
and experience expected in terms of the Code.
Principles Nine and Ten: Relations with Shareholders and with the Market and with Institutional
Shareholders
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386 of the Laws of
Malta), the Annual Report and Financial Statements, the election of Directors and approval of Directors’
fees, the appointment of the external auditors and the authorisation of the Directors to set the auditors’ fees,
and other special business, are proposed and approved at the Company’s Annual General Meeting.
The Board is responsible for making relevant public announcements. It is also responsible to ensure that the
Company is meeting its continuing obligations in terms of the Capital Markets Rules. During the financial
year under review, the Company made nine (9) public announcements to the market.
Principle Eleven: Conflicts of Interest
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and
its shareholders as a whole and of their obligation to avoid conflicts of interest.
Any Directors of the Company who hold a direct beneficial interest in the share capital of the Company are
susceptible to conflicts arising between the potentially diverging interests of the shareholders and the
Company. During the financial year under review, no private interests or duties unrelated to the Company
were disclosed by the Directors which were or could have been likely to place any of them in conflict with
any interests in, or duties towards, the Company.
If a Director has a continuing material interest that conflicts with the interests of the Company, they are
obliged to take effective steps to eliminate the grounds for conflict. In the event that such steps do not
eliminate the grounds for conflict then the Director should consider resigning.
Moreover, the Audit Committee has the task to ensure that any potential conflicts of interest are resolved in
the best interests of the Company. Furthermore, in accordance with the provisions of article 145 of the
Companies Act (Cap. 386 of the Laws of Malta), every Director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract with the Company is under the duty to fully declare
his interest in the relevant transaction to the Board at the first possible opportunity and he will not be entitled
to vote on matters relating to the proposed transaction and only parties who do not have any conflict in
considering the matter will participate in the consideration of the proposed transaction (unless the Board
finds no objection to the presence of such Director with conflict of interest).
Shoreline Mall p.l.c.
13
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle Twelve: Corporate Social Responsibility
The Company seeks to adhere to conducting its business in a responsible and sustainable manner, taking
into account sound Principles of Corporate Social Responsibility in its management practices and is
committed to embark on commercial projects and initiatives that have a positive impact on the environment,
tangibly supporting the social dynamics of the Maltese community and ensure a more robust corporate
governance framework.
In terms of environmental sustainability, the Company strives to minimise our environmental footprint by
implementing sustainable practices such as the use of renewable energy, second class water and recycling
of waste. Such practices contribute towards reducing energy and water consumption as well as minimising
waste.
The group, to which the Company forms part of, remains particularly committed to the sports and health
sector wherein it has assisted in:
development of sports through the sponsoring of multiple football clubs in the regional district at
both junior and senior levels; and
supporting the community through hosting events of which all proceeds are donated for cancer
awareness.
Board independence, diversity and a strong control culture are key elements that the Company works
constantly on to ensure a sound governance structure.
Non-Compliance with the Code
As at the date hereof, the Board considers the Company to be in compliance with the Code except for the
following:
Principle Two: The Company's Chairman and Chief Executive Officer (“CEO”)
The Board has appointed Mr Ryan Edward Otto as Chairman of the Board whilst also occupying the role
of CEO of the Company. The Board believes that in the view that Mr Otto is involved in the day-to-day
operations of the Company, serving as Chairman of the Board would be beneficial in providing the Board
and the Company with strategic views for the growth of the Company. The Board further believes that the
continuous involvement and contribution of the non-executive Directors, further strengthens the relations
between the Executive and non-executive Directors, notwithstanding that the roles of Chairman of the Board
and CEO are performed by the same individual. The independent non-executive Directors shall carry out
regular reviews to assess the soundness of such decision, in particular to ensure that strong principles of
good corporate governance are upheld at all times.
The Board intends to keep under review the benefits of separating the role of the Chairman of the Board
and CEO, or otherwise.
Shoreline Mall p.l.c.
14
Statement of Corporate Governance (continued)
Year ended 30 June 2025
Principle Seven: Evaluation of the Board’s Performance
The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s
performance in accordance with the requirements of Code Provision 7.1. The Board believes that the stage
the Company has reached, the size of the Company and the Board itself do not warrant the establishment of
a committee specifically for the purpose of carrying out a performance evaluation of its role.
Notwithstanding, a review of the Board’s performance is planned to be undertaken by the end of 2025.
Whilst the requirement under Code Provision 7.1 might be useful in the context of larger companies having
a more complex set-up and a larger Board, the size of the Company’s Board is such that it should enable it
to evaluate its own performance without the requirement of setting up an ad-hoc committee for this purpose.
The Board shall continue reviewing this matter in future.
Principle Eight: Committees
The Board considers that the size and operation of the Company do not warrant the setting up of a
nomination and remuneration committee in line with Code Provision 8A. The Board relies on 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 entity. In addition, the Board took into consideration the fact that the remuneration
of the Board is not performance related.
The Board intends to keep under review the utility and possible benefits of having a Remuneration
Committee in due course.
Appointments to the Board of Directors are determined by the shareholders of the Company in accordance
with the Company’s Memorandum and Articles of Association. The Company considers that the members
of the Board possess the level of skill, knowledge and experience expected in terms of the Code.
Signed on behalf of the Company's Board of Directors on 30 October 2025 by Robert Ancilleri
(Director) and Ryan Edward Otto (Director) as per the Directors' Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Financial Statements 2025.
Shoreline Mall p.l.c.
15
Statement of profit or loss and other comprehensive income
Year ended 30 June 2025
The accompanying notes are an integral part of these financial statements.
Year ended
30 June
202
5
202
4
Notes
EUR
EUR
Rental income 7 2,983,241
927,656
Property operating expenses 8 (608,302)
(148,237)
Net rental income 2,374,939
779,419
Revenue from inventory property 7 -
9,400,000
Cost of sales – inventory property -
(6,099,318)
Profit on inventory property -
3,300,682
Other income 11,632
24,000
Administrative expenses 8 (2,330,118)
(2,330,571)
Operating profit for the year 56,453
1,773,530
Finance costs 9 (1,739,587)
(578,768)
(Loss)/profit before tax 10 (1,683,134)
1,194,762
Income tax credit 11 618,224
362,397
(Loss)/profit for the year (1,064,910)
1,557,159
Shoreline Mall p.l.c.
16
Statement of financial position
As at 30 June 2025
As at 30 June
2025
2024
Notes
EUR
EUR
ASSETS
Non-current assets
Investment property 14 66,754,746
68,515,847
Property, plant and equipment 15
313,169
409,283
Intangible assets 17,758
24,216
Deferred tax asset 11 980,621
362,397
68,066,294
69,311,743
Current assets
Inventory under construction
17
6,07
5,052
6,020,237
Trade and other receivables 16 1,182,873
8,579,728
Amounts due from group companies 18 647,419
1,033,898
Cash and cash equivalents 25
385,912
211,096
8,291,256
15,844,959
Total assets 76,357,550
85,156,702
EQUITY
Share capital
23
18,075,998
18,075,998
(Accumulated losses)/retained earnings (612,659)
452,251
Total equity 17,463,339
18,528,249
LIABILITIES
Current liabilities
Trade and other payables 19 2,703,545
4,155,888
Amounts due to group companies 20 16,136,300
22,397,461
Lease liabilities 21
151,777
148,013
18,991,622
26,701,362
Non-current liabilities
Long-term deposits received 19
247,000
344,100
Debt securities in issue 22
39,655,589
39,582,991
39,902,589
39,927,091
Total liabilities 58,894,211
66,628,453
Total equity and liabilities 76,357,550
85,156,702
The accompanying notes are an integral part of these financial statements.
Signed on behalf of the Company’s Board of Directors on 30 October 2025 by Robert Ancilleri
(Director) and Ryan Edward Otto (Director) as per the Directors’ Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Financial Statements 2025.
Shoreline Mall p.l.c.
17
Statement of changes in equity
Year ended 30 June 2025
Share capital
(Accumulated
losses)/retained
earnings
Total
EUR
EUR
EUR
Balance at 30 June 2023 18,075,998
(1,104,908)
16,971,090
Profit and total comprehensive
income for the year
-
1,557,159
1,557,159
Balance at 30 June 2024 18,075,998
452,251
18,528,249
Loss and total comprehensive
loss for the year
-
(1,064,910)
(1,064,910)
Balance at 30 June 2025
18,075,998
(612,659)
17,463,339
The accompanying notes are an integral part of these financial statements.
Shoreline Mall p.l.c.
18
Statement of cash flows
Year ended 30 June 2025
Year ended 30 June
2025
2024
EUR
EUR
Cash flows (used in)/from operating activities
(Loss)/profit before tax
(1,683,134)
1,194,762
Depreciation & amortisation
1,881,005
629,671
Interest expense
1,739,587
578,768
Interest income
(2,286)
-
1,935,172
2,403,201
Working capital movements:
Movement in inventory under construction
(54,815)
(2,300,679)
Movement in trade and other receivables
(348,322)
(329,230)
Movement in trade and other payables
(1,023,959)
1,827,330
Cash flows from operating activities
508,076
1,600,622
Interest income
2,286
-
Interest paid on lease liabilities
(10,092)
(4,406)
Net cash flows from operating activities
500,270
1,596,216
Cash flows used in investing activities
Additions to investment property
(1,715,974)
(4,664,024)
Transfers of investment property 636,584
-
Additions to property, plant and equipment
(8,077)
(442,501)
Additions to intangible assets
-
(25,835)
Net cash flows used in investing activities
(1,087,467)
(5,132,360)
Cash flows from financing activities
Interest on debt securities
(1,730,000)
(1,730,000)
Payment of principal amount of lease liability
-
(435)
Financing from related parties
2,492,013
2,978,972
Restricted funds (note 25)
(308,685)
-
Net cash from financing activities
453,328
1,248,537
Net movement in cash and cash equivalents
(133,869)
(2,287,607)
Cash and cash equivalents at the beginning of the year
211,096
2,498,703
Cash and cash equivalents at the end of the year (note 2
5
)
77,227
211,096
The accompanying notes are an integral part of these financial statements.
Shoreline Mall p.l.c.
19
Notes to the financial statements
30 June 2025
1. Company information and basis of preparation
Shoreline Mall p.l.c. is a public limited liability company incorporated in Malta with registration
number C 84005. The registered address of the Company is Suite 407, Level 4, Block SCM 01, Smart
City Malta, Ricasoli, Kalkara, SCM 001, Malta.
The Company’s principal activity is to manage the Shoreline Mall shopping complex and to develop
residential terraced houses for resale, which both form part of the development undertaken in Smart
City Malta (the Shoreline site) by the group of companies controlled by Shoreline Holdings Limited.
The financial statements have been prepared on the historical cost basis and in accordance with
International Financial Reporting Standards as adopted by the EU. The material accounting policies
adopted are set out below. These policies have been consistently applied to all the years presented,
unless otherwise stated. These financial statements cover the financial year ending 30 June 2025.
These financial statements are presented in Euro (EUR), which is the Company’s functional currency.
Going concern
Although the Company registered a loss after tax of EUR1,064,910 (2024 – profit after tax of
EUR1,557,159) for the year after taking into account depreciation, amortisation and finance costs, the
Company generated substantial net rental income and a positive cashflow from operations during its
first full year of operations. The Company is expected to continue generating higher net rental income,
together with proceeds from the sale of fixed property, resulting in positive cashflows over the
medium term. Furthermore, the mall has achieved significant growth in total retail sales subsequent
to year end, further improving the outlook for the following periods.
The Company acknowledges the upcoming maturity of the Shoreline Mall Secured Bonds 2026 on 1
August 2026. Management has identified and is actively pursuing several viable funding options to
meet this obligation, including the refinancing of this debt through a combination of financial support
from related group companies, including its parent company and ultimate parent company, and
through the potential rollover of the existing bond. Discussions with financial institutions and the
current bond sponsors are ongoing and management believes that sufficient funding will be secured
prior to the maturity date to ensure timely repayment.
The Directors have considered the Company’s financial position, performance, and cash flow
projections as part of their assessment of the Company’s ability to continue as a going concern. The
timing and successful completion of the planned refinancing or alternative funding arrangements have
not yet been finalised as such processes will only be completed closer to the maturity date. Regardless
of this, the Company’s ultimate parent has committed the required funding to repay the maturing
bonds should none of the other financing options realise in time.
The financial statements have been prepared on a going concern basis, which the Directors consider
appropriate in view of their expectation that the ongoing negotiations and planned financing initiatives
will be successfully concluded, enabling the Company to meet its obligations as they fall due for the
foreseeable future.
2. Segment information
The Shoreline Mall is located in Malta and accordingly revenues from the above activities will be
attributed to Malta. As outlined in note 1, the Company’s principal activity is to manage the
Shoreline Mall shopping complex and to develop residential villas for resale. The Company’s main
business consists of:
a) The generation of rental income from the commercial operations within the Shoreline Mall
units and carpark; and
b) The sale of immovable property within the Shoreline site, mainly consisting of residential villas
and residential carpark spaces.
Shoreline Mall p.l.c.
20
Notes to the financial statements
30 June 2025
2. Segment information (continued)
In the prior financial year, the residential carpark spaces were sold in their entirety.
The remaining properties are classified with inventory under construction and investment property
respectively in note 17 and note 14. Since the project is managed centrally, the above activities are
considered to be one operating segment as at year end.
3. Material accounting policies
Revenue recognition
Revenue is generated from rental income and from the sale of inventory property.
Rental income from operating leases is recognised on a straight-line basis over the lease term, except
for contingent rental income which is recognised when it arises; it is included in revenue in the
statement of profit or loss due to its operating nature. When the Company provides incentives to its
tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a
reduction of rental income.
The sale of completed property constitutes a single performance obligation, and the Company has
determined that this is satisfied at the point in time when ownership of the property transfers.
Investment property and investment property under construction
Investment property includes right-of-use assets in terms of IFRS 16 Leases together with
development that is being constructed by the Company on those right-of-use assets. The accounting
policy for right-of-use assets is included below in the section entitled ‘Leases’.
Properties in the course of construction for future use as investment property are classified as
investment property. Existing investment property that is being redeveloped for continued future use
as investment property continues to be classified as investment property.
Investment property is property held to earn rentals or for capital appreciation or both. Investment
property is recognised as an asset when it is probable that the future economic benefits that are
associated with the investment property will flow to the entity and the cost can be measured reliably.
Investment property is initially measured at cost, including transaction costs. For qualifying assets,
borrowing costs are capitalised in accordance with the Company's accounting policy on borrowing
costs. Subsequent to initial recognition, investment property is stated at cost less any accumulated
depreciation and any accumulated impairment losses.
Inventories - Properties held for development and resale
Inventory includes right-of-use assets in terms of IFRS 16 Leases together with development that is
being constructed by the Company on those right-of-use assets. The accounting policy for right-of-
use assets is included below in the section entitled ‘Leases’.
Inventories, including leasehold land right-of-use assets classified as inventory for which it is
reasonably certain that the purchase option is going to be exercised, are stated at the lower of cost and
net realisable value. Cost comprises expenditure incurred in acquiring the inventories and other costs
incurred in bringing the inventories to their present location and condition, these comprise the
purchase cost of acquiring the land together with other costs incurred during its subsequent
development. For qualifying assets, borrowing costs are capitalised in accordance with the Company's
accounting policy on borrowing costs. Net realisable value represents the estimated selling price in
the ordinary course of business less the estimated costs of completion and the costs to be incurred in
marketing, selling and distribution.
Shoreline Mall p.l.c.
21
Notes to the financial statements
30 June 2025
3. Material accounting policies (continued)
Depreciation
Depreciation commences when the depreciable assets are available for use and is charged to profit or
loss so as to write off the cost, less any estimated residual value, over their estimated useful lives,
using the straight-line method.
The estimated useful lives of investment property and property, plant and equipment are as follows:
Buildings
50 years
Air conditioning
6 years
Electronic equipment
4 years
Electrical equipment
15 years
Vertical transportation
10 years
Furniture and fittings
10 years
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the
underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use
asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation starts at the commencement
date of the lease. No depreciation is charged on leasehold land right-of-use assets classified as
investment property for which it is reasonably certain that the purchase option is going to be exercised.
Financial assets - classification
All recognised financial assets that are within the scope of IFRS 9 are required to be measured
subsequently at amortised cost or fair value on the basis of the entity’s business model for managing
the financial assets and the contractual cash flow characteristics of the financial assets.
The Company classifies its financial assets are amortised cost.
debt instruments held within a business model whose objective is to hold to collect contractual
cashflows are measured at amortised cost;
debt instruments that are held within a business model whose objective is both to collect the
contractual cash flows and to sell the debt instruments, and that have contractual cash flows that
are solely payments of principal and interest on the principal amount outstanding, are measured
subsequently at fair value through other comprehensive income (FVTOCI);
all other debt investments and equity investments are measured subsequently at fair value
through profit or loss (FVTPL).
Financial assets - recognition
The Company recognises a financial asset in its statement of financial position when it becomes a
party to the contractual provisions of the instrument. Regular way purchases and sales of financial
assets are recognised on settlement date, which is the date on which an asset is delivered to or by the
Company. Any change in fair value for the asset to be received is recognised between the trade date
and settlement date in respect of assets which are carried at fair value in accordance with the
measurement rules applicable to the respective financial assets.
Financial assets are initially recognised at fair value plus transaction costs. Subsequently, they are
measured according to their classification as detailed above. Amortised cost is the initial
measurement amount adjusted for the amortisation of any difference between the initial and maturity
amounts using the effective interest method.
Shoreline Mall p.l.c.
22
Notes to the financial statements
30 June 2025
3. Material accounting policies (continued)
Financial assets - recognition (continued)
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Company has transferred substantially all risks and rewards
of ownership or has not retained control of the asset.
The Company’s financial assets comprise:
(i) Trade and other receivables
Trade and other receivables are classified with current assets and are stated at their nominal
value. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or
loss as applicable.
(ii) Amounts due from group companies
These financial assets are subsequently measured at amortised cost as they meet the following
conditions:
- the financial asset is held within a business model whose objective is to hold financial assets
in order to collect contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
An assessment of business models for managing financial assets is fundamental to the
classification of a financial asset. The Company determines the business models at a level that
reflects how groups of financial assets are managed together to achieve a particular business
objective.
Appropriate allowances for expected credit losses (or “ECLs”) are recognised in profit or loss
in accordance with the Company’s accounting policy on ECLs.
Where applicable, interest income is recognised using the effective interest method.
Estimated credit losses (ECLs)
The Company recognises a loss allowance for ECLs on the following – financial assets measured at
amortised cost. The amount of ECLs is updated at each reporting date to reflect changes in credit risk
since the initial recognition. For financial assets other than trade receivables and contract assets, the
Company applies the simplified method by applying a practical expedient in line with IFRS 9 and
recognises lifetime ECL when there has been a significant increase in credit risk since initial
recognition. If, on the other hand, the credit risk on the financial instrument has not increased
significantly since initial recognition, the Company measures the loss allowance for that financial
instrument at an amount equal to 12-month ECL (‘12m ECL’).
The assessment of whether lifetime ECL should be recognised is based on significant increases in the
likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial
asset being credit-impaired at the reporting date or an actual default occurring. The Company
recognises an impairment gain or loss in profit or loss. A financial asset is credit-impaired when one
or more events that have a detrimental impact on the estimated future cash flows of that financial
asset, have occurred.
Shoreline Mall p.l.c.
23
Notes to the financial statements
30 June 2025
3. Material accounting policies (continued)
Estimated credit losses (ECLs) (continued)
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, the Company compares the risk of a default occurring on the financial instrument as at
the reporting date with the risk of a default occurring on the financial instrument as at the date of
initial recognition. In making this assessment, the Company considers both quantitative and
qualitative information that is reasonable and supportable, including historical experience and
forward-looking information that is available without undue cost or effort and, where applicable, the
financial position of the counterparties.
Forward-looking information considered includes the future prospects of the industries in which the
Company’s debtors or borrowers operate as well as consideration of various external sources of actual
and forecasted economic information that relate to the debtors’ or borrowers’ core operations.
The Company assumes that the credit risk on a financial instrument has not increased significantly
since initial recognition if the financial instrument is determined to have low credit risk at the
reporting date. Accordingly, for these financial assets, the loss allowance is measured at an amount
equal to 12m ECL.
Irrespective of the outcome of the above assessment, the Company presumes that the credit risk on a
financial asset has increased significantly since initial recognition when contractual payments are
more than 120 days past due, unless the Company has reasonable and supportable information, that
is available without undue cost or effort, that demonstrates otherwise.
Evidence that a financial asset is credit-impaired includes observable data about the following events:
a) significant financial difficulty of the issuer or the borrower;
b) a breach of contract, such as a default or past due event;
c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s
financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not
otherwise consider;
d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
or
e) the disappearance of an active market for that financial asset because of financial difficulties.
Financial liabilities
The Company recognises a financial liability in its statement of financial position when it becomes a
party to the contractual provisions of the instrument. The Company’s financial liabilities are classified
as financial liabilities which are not at fair value through profit or loss (classified as ‘Other liabilities’)
under IFRS 9. Financial liabilities not at fair value through profit or loss are recognised initially at
fair value, being the fair value of consideration received, net of transaction costs that are directly
attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently
measured at amortised cost. The Company derecognises a financial liability from its statement of
financial position when the obligation specified in the contract or arrangement is discharged, is
cancelled or expires.
Shoreline Mall p.l.c.
24
Notes to the financial statements
30 June 2025
3. Material accounting policies (continued)
Financial liabilities (continued)
The Company’s financial liabilities comprise:
(i) Trade and other payables and amounts due to group companies
Trade payables comprise obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Accounts payable are classified as current liabilities if
payment is due within one year or less (or in the normal operating cycle of the business if longer). If
not, they are presented as non-current liabilities.
Payables are stated at their nominal value, unless the effect of discounting is material, in which case
other payables are measured at amortised cost using the effective interest method.
(ii) Debt securities in issue
Debt securities in issue are recognised initially at the fair value of proceeds received; net of transaction
costs incurred. Subsequent to initial recognition, debt securities in issue are measured at amortised
cost using the effective interest method unless the effect of discounting is immaterial. Any difference
between the proceeds, net of transaction costs, and the settlement or redemption of the debt securities
in issue is recognised in profit or loss over their term, unless the interest on debt securities in issue is
capitalised in accordance with the Company’s accounting policy on borrowing costs.
Borrowing costs
Borrowing costs include the costs incurred in obtaining external financing.
Borrowing costs that are directly attributable to the acquisition and construction of investment
property and inventory, qualifying assets of the Company, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are capitalised from the time that
expenditure for these assets and borrowing costs are being incurred and activities that are necessary
to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised
until the completion of the property. All other borrowing costs are recognised as an expense in profit
or loss in the period in which they are incurred. The interest expense on the lease liability and finance
cost on debt securities in issue are included in the cost of the relevant qualifying assets classified as
either (i) investment property or (ii) inventories.
Leases
The Company as a lessee:
The Company recognises a right-of-use asset and a corresponding lease liability with respect to all
lease arrangements in which it is the lessee, unless otherwise stated below.
The lease term is determined as the non-cancellable period of a lease, together with both (a) periods
covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and
(b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise
that option.
Where a right-of-use asset and a corresponding lease liability are recognised, the lease liability is
initially measured at the commencement date at the present value of the lease payments that are not
paid at that date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the Company uses its incremental borrowing rate.
Shoreline Mall p.l.c.
25
Notes to the financial statements
30 June 2025
3. Material accounting policies (continued)
Leases (continued)
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on
the lease liability (using the effective interest method) and by reducing the carrying amount to reflect
the lease payments made.
The right-of-use assets are initially measured at the commencement date at cost, being the amount of
the initial measurement of the corresponding lease liability, initial direct costs, lease payments made
at or before the commencement date less any lease incentives received. The right-of-use assets are
subsequently measured at cost less accumulated depreciation and impairment losses. The
measurement of impairment losses on right-of-use assets is determined in accordance with the
Company’s accounting policies on Depreciation and Impairment of Other Assets.
As described in note 17, in the statement of financial position, right-of-use assets that do not meet the
definition of investment property are included within inventories (being the same line item as that
within which the corresponding underlying assets would be presented if they were owned). In the
statement of financial position, right-of-use assets that meet the definition of investment property are
presented with investment property. In the statement of financial position, lease liabilities are included
separately from other liabilities.
In the statement of profit or loss and other comprehensive income, interest expense on the lease
liability is presented separately from the depreciation charge for the right-of-use asset. In the statement
of cash flows, cash payments for the principal portion of the lease liability are presented within
financing activities and cash payments for the interest portion of the lease liability are presented within
operating activities.
The interest expense on the lease liability is accounted for in accordance with the Company’s
accounting policy entitled ‘Borrowing costs’.
The Company as a lessor:
Refer to accounting policies on rental income in this note.
Taxation
Current and deferred tax are both recognised in profit or loss.
Current tax is based on the taxable result for the year. The taxable result for the year differs from the
result as reported in profit or loss because it excludes items which are non-assessable or disallowed
and it further excludes items that are taxable or deductible in other years. It is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary
differences arising from differences between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively enacted
by the end of the reporting period.
Shoreline Mall p.l.c.
26
Notes to the financial statements
30 June 2025
3. Material accounting policies (continued)
Taxation (continued)
Current tax assets and liabilities are offset when the Company has a legally enforceable right to set
off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to set
off its current tax assets and liabilities and the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities
which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and
settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax
liabilities or assets are expected to be settled or recovered.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, cash on hand and restricted cash.
Finance costs
Finance costs mainly comprise interest expense on bonds issued as set out in the notes to these
financial statements. Finance costs are recognised as an expense in profit and loss in the period in
which they are incurred.
Bond issue costs
Bond issue costs are deferred over the term of the bond and annually amortised using the effective
interest method.
4. Judgements in applying accounting policies and key sources of estimation uncertainty
In the process of applying the Company’s accounting policies, management has made no judgements
which can significantly affect the amounts recognised in the financial statements and, at the end of
the reporting period, there were no key assumptions concerning the future, or any other key sources
of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period, other than as disclosed in note 14.
5. Financial risk management
The exposures to risk and the way risks arise, together with the Company’s objectives, policies and
processes for managing and measuring these risks are disclosed in more detail below.
The objectives, policies and processes for managing financial risks and the methods used to measure
such risks are subject to continual improvement and development.
Where applicable, any significant changes in the Company’s exposure to financial risks or the manner
in which the Company manages and measures these risks are disclosed below.
Where possible, the Company aims to reduce and control risk concentrations. Concentrations of
financial risk arise when financial instruments with similar characteristics are influenced in the same
way by changes in economic or other factors. The amount of the risk exposure associated with
financial instruments sharing similar characteristics is disclosed in more detail in the notes to the
financial statements.
Shoreline Mall p.l.c.
27
Notes to the financial statements
30 June 2025
5. Financial risk management (continued)
Market risk
Market risk is the risk that changes in market prices, such as foreign currency rates and interest rates,
will affect the Company’s income or the value of its holding of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
The Company does not have exposure to equity price risk as it does not hold equity investments
classified as financial assets held at fair value. Any changes in equity prices are not expected to have
a material impact on the Company’s financial statements.
Interest rate risk
The Company has issued debt securities to finance its operations as disclosed in note 22. The interest
rates thereon and the terms of such borrowings are disclosed accordingly.
Management monitors the movement in interest rates and, where possible, reacts to material
movements in such rates by adjusting its selling prices or by restructuring its financing structure. The
Company is exposed to fair value interest rate risk on borrowings carrying a fixed interest rate,
however since these instruments are measured at amortised cost, changes in their fair value will have
no impact on the financial statements. The Company’s exposure on cash flow interest rate risk with
floating interest rates is insignificant.
Where applicable, interest is capitalised in accordance with the Company’s accounting policy on
borrowing costs.
Credit risk
Credit risk refers to the risk that a counterparty will cause a financial loss for the Company by failing
to discharge an obligation. Credit risk is managed at a group level.
Financial assets which potentially subject the Company to credit risk consist principally of cash at
bank, trade receivables and amounts due from group companies.
The Company held cash at bank of EUR77,157 at 30 June 2025 (2024 – EUR211,096). At June 2025
the cash at bank is held at WAMO, an EMI, and is fully safeguarded in a separate account at all times
with other financial institutions. As the balance held at year-end is not considered significant, the
Directors have accordingly determined that any potential expected credit loss would be insignificant.
Financial assets measured at amortised cost are presented net of an allowance for ECLs. The
Company’s management estimated that as at 30 June 2025, trade receivables of EUR194,483 (2024
– EUR426,556) and amounts due from group companies of EUR647,419 (2024 – EUR1,033,898) are
considered to have a low risk of default and do not have any past due amounts. The provision for loss
allowance (12m ECL) is therefore deemed to not be significant.
The Company limits its exposure to credit risk by assessing the tenants according to Company criteria
prior to entering into lease arrangements. Credit risk is managed by requiring tenants to pay rentals
and services to tenants in advance. Outstanding tenants’ receivables are regularly monitored, and
impairment analysis is performed at each reporting date on an individual basis for major tenants.
Shoreline Mall p.l.c.
28
Notes to the financial statements
30 June 2025
5. Financial risk management (continued)
Credit risk (continued)
Credit risk rating grades
The carrying amount of financial assets recorded in the financial statements represents the
Company’s maximum exposure to credit risk without taking account of the value of any collateral
obtained as below:
Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally of trade and other payables, amounts due to group
companies, lease liabilities and debt securities in issue as disclosed in notes 19, 20, 21, and 22,
respectively.
As at the end of the reporting period the Company’s current liabilities exceeded current assets by
EUR10,700,366 (2024 – EUR10,856,403). Shoreline Contracting Limited, a fellow group company,
has provided an undertaking that it will not request settlement of the amounts due to it to the value
of EUR11,466,396 (2024 – EUR19,879,005) by the Company until the Company’s financial
resources permit and together with the ultimate shareholders have given their commitment to provide
continued financial support to enable the Company to meet its obligations as and when they fall due.
The Company therefore believes that it will be in a position to continue to meet its commitments as
and when they fall due.
The Company monitors and manages its risk to a shortage of funds by monitoring the availability of
raising funds to meet commitments associated with the development of the Shoreline site. As
disclosed within note 1, the Company enjoys the support of its immediate parent and the ultimate
shareholders and the Company’s related party balances are expected to continue to form part of the
Company’s effective financing structures. The Company therefore believes that it will be in a position
to continue to meet its commitments as and when they fall due.
Liquidity is largely managed at group level whereby funds are transferred within the group as the
need arises. The Shoreline group is in the process of reviewing its financing arrangements to ensure
that it is in a position to meet its short-term operational and cash flow commitments. As disclosed in
note 22, in a prior year the Company raised funds through an issue of bonds on the Maltese Stock
Exchange.
The following maturity analysis shows the remaining contractual maturities using the contractual
undiscounted cash flows on the basis of the earliest date on which the Company can be required to
pay. The analysis includes both interest and principal cash flows.
2025
2024
EUR
EUR
Cash at bank and restricted cash (note 25)
385,912
211,096
Trade receivables (note 16)
194,483
426,556
Amounts due from group companies (note 18)
647,419
1,033,898
1,227,814
1,671,550
Shoreline Mall p.l.c.
29
Notes to the financial statements
30 June 2025
5. Financial risk management (continued)
Liquidity risk (continued)
On demand
or within 1
year
2
-
3 years
4
-
5 years
6
-
7 years
8 years +
Total
EUR
EUR
EUR
EUR
EUR
EUR
2025
Non-derivative financial
liabilities
Non-interest bearing
17,248,976
237,000
-
-
10,000
17,495,976
Fixed rate instruments
1,730,000
16,900,000
2,340,000
2,340,000
27,170,000 50,480,000
Lease liabilities
155,784
-
-
-
- 155,784
19,134,760
17,137,000
2,340,000
2,340,000
27,180,000 68,131,760
2024
Non-derivative financial
liabilities
Non-interest bearing
24,946,582
61,850
162,250
140,000
-
25,310,682
Fixed rate instruments
1,730,000
17,460,000
2,340,000
2,340,000
28,340,000 52,210,000
Lease liabilities
151,228
-
-
-
- 151,228
26,827,810
17,521,850
2,502,250
2,480,000
28,340,000 77,671,910
Changes in liabilities arising from financing activities
1 July 2024
Other
movement
Cash
advanced
30 June 2025
EUR
EUR
EUR EUR
Lease liabilities 148,013
3,764
- 151,777
Current non-interest bearing
related party financing
22,397,461
(8,753,174)
2,492,013 16,136,300
Debt securities in issue 39,582,991
72,598
- 39,655,589
62,128,465
(8,676,812)
2,492,013 55,943,666
1 July 2023
Other
movement
Cash
advanced
30 June 2024
EUR
EUR
EUR EUR
Lease liabilities
148,448
-
(435)
148,013
Current non interest bearing
related party financing
6,095,591
13,322,898
2,978,972 22,397,461
Debt securities in issue 39,511,857
71,134
- 39,582,991
45,755,896
13,394,032
2,978,537 62,128,465
Capital risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going
concern and to maximise the return to stakeholders through the optimisation of the debt and equity
balance.
The capital structure of the Company consists of debt, which includes debt securities in the amount
of EUR39,655,589, as disclosed in note 22, net of cash and cash equivalents in the amount of
EUR385,912, as disclosed in note 25 and items presented within equity in the statement of financial
position.
Shoreline Mall p.l.c.
30
Notes to the financial statements
30 June 2025
5. Financial risk management (continued)
Capital risk management (continued)
As at 30 June 2025, the Company has debt securities of EUR14,000,000 maturing on 1 August 2026.
As disclosed within note 1, the Company intends to refinance this debt through a combination of
financial support from related group companies, including its parent company and ultimate parent
company, and through the potential rollover of the existing bond. Discussions with financial
institutions and the current bond sponsors are ongoing and management believes that sufficient
funding will be secured prior to the maturity date.
The Company’s Directors manage the Company’s capital structure and make adjustments to it, in
light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based
on recommendations of the Directors, the Company balances its overall capital structure through the
payments of dividends, new share issues as well as the issue of new debt or the redemption of existing
debt.
6. Initial Application of an International Financial Reporting Standard and International
Financial Reporting Standards in Issue but not yet Effective
New and amended IFRS Standards that are effective for the current year
In the current year, the Company has applied new and amended IFRS Standards issued by the
International Accounting Standards Board (IASB) and adopted by the EU that are mandatorily
effective in EU for an accounting period that begins on or after 1 July 2024.
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback.
Amendments to IAS 1 Presentation of Financial Statements:
1. Classification of Liabilities as Current or Non-current
2. Classification of Non-current liabilities with Covenants
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures: Supplier Finance Agreements.
The adoption of new and amended standards did not have a material impact on the Company’s
financial statements.
Standards, amendments and interpretations to existing standards that are not yet effective and have
not been adopted early by the Company
At the date of the authorisation of these financial statements, certain new standards, amendments and
interpretations to existing standards have been published by the IASB but are not yet effective and
have not been adopted early by the Company.
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability (effective for financial years beginning on or after 1 January 2025)
Amendments to the Classification and Measurement of Financial Instruments - Amendments
to IFRS 9 and IFRS 7 (effective for financial years beginning on or after 1 January 2026)
Contracts Referencing Nature - dependent Electricity - Amendments to IFRS 9 and IFRS 7
(effective for financial years beginning on or after 1 January 2026).
Shoreline Mall p.l.c.
31
Notes to the financial statements
30 June 2025
6. Initial Application of an International Financial Reporting Standard and International
Financial Reporting Standards in Issue but not yet Effective (continued)
Standards, amendments and interpretations to existing standards that are not yet effective and have
not been adopted early by the Company (continued)
Annual Improvements Volume 11 (issued on 18 July 2024).
IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual
periods beginning on or after 1 January 2027) Issued in May 2024, IFRS 19 allows for certain
eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply
reduced disclosure requirements. The Company does not expect this standard to have an
impact on its operations or financial statements.
Standards, amendments and interpretations to published standards that are not yet endorsed by the
EU
IFRS 18: Presentation and Disclosure in Financial Statements (issued on 09 April 2024).
The Company has not early adopted all these revisions to the requirements of IFRSs and the
Company’s management is of the opinion that there are no requirements that will have a possible
significant impact on the Company’s financial statements in the period of initial application.
7. Revenue
Revenue consists of the following:
2025
2024
EUR
EUR
Revenue from inventory property
-
9,400,000
Rental income
2,983,241
927,656
2,983,241
10,327,656
Rental income is derived from operating lease rental income from its retail tenants at the Shoreline
Mall complex. Rental income includes variable rental income of EUR1,880,822 (2024 –
EUR665,158). Operating lease income is calculated at the base rate per floor area, percentage of
turnover or a combination of both.
During the year, the Company did not recognise any sales of inventory property, while in the prior
year such sales related to residential car spaces as disclosed further in notes 17 and 27.
8. Property operating expenses and administrative expenses
2025
2024
EUR
EUR
Management fees
277,287
58,546
Common area maintenance fees
275,046
-
Maintenance fees
29,438
28,192
Commissions
26,100
41,015
Other expenses
431
20,484
Total property operating expenses
608,302
148,237
Shoreline Mall p.l.c.
32
Notes to the financial statements
30 June 2025
8. Property operating expenses and administrative expenses (continued)
2025
2024
EUR
EUR
Depreciation and amortisation
1,881,005
629,670
Late opening fees
-
1,124,850
Professional fees
114,285
155,611
Marketing subsidies
112,772
-
Employee benefits
104,149
194,758
Transactional fees
48,105
45,411
Marketing expenses
42,437
153,805
Other expenses
27,365
26,466
Total administrative expenses
2,330,118
2,330,571
For the year ended 30 June 2025, included within the depreciation and amortisation expense
amounting to EUR1,881,005 (2024 – EUR629,670) is depreciation on investment property of
EUR1,808,407 (2024 – EUR605,959). As outlined in notes 14 and 17, depreciation expense for the
current year was higher than in the prior year, as the current year reflects a full year’s charge, whereas
in the prior year depreciation commenced only from the date of completion.
As explained in note 27, the Company paid Shoreline Management Limited an amount of
EUR725,930 (2024 – EUR58,546) for management services relating to the operations of the
Shoreline Mall as well as common area management, marketing subsidies and certain professional
fees.
9. Finance costs
2025
2024
EUR
EUR
Interest expense
1,739,587
578,768
Included within the interest expense is interest on debt securities in issue amounting to
EUR1,730,000 (2024 – EUR578,632).
10. (Loss)/profit before tax
The analysis of the amounts that are payable to the auditors and that are required to be disclosed is
as follows:
2025
2024
EUR
EUR
Audit and assurance services
29,500
33,500
Other assurance services
3,500
3,900
Tax compliance
950
610
33,950
38,010
Shoreline Mall p.l.c.
33
Notes to the financial statements
30 June 2025
11. Taxation
2025
2024
EUR
EUR
Current tax expense
-
-
Deferred tax credit
(618,224)
(362,397)
(618,224)
(362,397)
Tax applying the statutory domestic income tax rate and the income tax expense for the year are
reconciled as follows:
2025
2024
EUR
EUR
(Loss)/profit before tax
(1,683,134)
1,194,762
Tax at the applicable rate of 35%
35%
35%
(589,097)
418,167
Tax effect of:
Inventory property profit exempt
-
(1,155,239)
Disallowable expenses
100,926
37,082
Depreciation on ineligible assets
368,297
372,622
Others
(498,350)
(35,029)
Income tax for the year
(618,224)
(362,397)
Deferred taxation
Opening
balance
Recognised in
profit or loss
Closing
balance
EUR
EUR
EUR
2025
Arising on:
Property, plant and equipment
(512,055)
398,634
(113,421)
Unused capital allowances
351,518
219,458
570,976
Unused tax losses
524,238
-
524,238
Right-of-use assets
(53,109)
(1,185)
(54,294)
Lease liabilities
51,805
1,317
53,122
362,397
618,224
980,621
2024
Arising on:
Property, plant and equipment
-
(512,055)
(512,055)
Unused capital allowances
-
351,518
351,518
Unused tax losses
-
524,238
524,238
Right-of-use assets
-
(53,109)
(53,109)
Lease liabilities
-
51,805
51,805
-
362,397
362,397
Shoreline Mall p.l.c.
34
Notes to the financial statements
30 June 2025
12. Staff costs and employee information
2025
2024
EUR
EUR
Staff costs
Wages and salaries
24,741
67,253
Recharged by fellow subsidiary
49,409
207,693
74,150
274,946
The above costs include EURNil (2024 – EUR98,087) that are capitalised within the line-item
investment property and inventory under construction in note 14 and note 17, respectively.
The average number of employees during the year was made up as follows:
2025
2024
Number
Number
Operations
1
1
13. Key management personnel compensation
2025
2024
EUR
EUR
Short-term benefits:
Directors’ emoluments
24,000
24,000
Other services rendered by Directors, as paid and recorded in a group-related company, as shown
below based on an allocation deemed commensurate to the services received by the Company, are as
follows:
2025
2024
EUR
EUR
Directors’ emoluments
-
7,500
Recharged by fellow subsidiary
16,552 59,078
16,552
66,578
Shoreline Mall p.l.c.
35
Notes to the financial statements
30 June 2025
14. Investment property
Right-of-use
a
ssets
(
l
and
)
Buildings
under
construction
Buildings
Total
EUR
EUR
EUR
EUR
Cost
At 30 June 2023
7,083,148
51,506,622
-
58,589,770
Additions during the year
-
9,292,516
-
9,292,516
Capitalised interest on lease
liabilities
-
3,928
-
3,928
Capitalised finance costs on debt
securities in issue
-
1,200,757
-
1,200,757
Transfer from under construction
to completed
-
(62,003,823)
62,003,823
-
At 30 June 2024
7,083,148
-
62,003,823
69,086,971
Additions during the year -
- 1,715,974 1,715,974
Transfers (note 27) -
- (636,584) (636,584)
Deduction of works certified as
incomplete
-
- (1,142,735) (1,142,735)
At 30 June 2025 7,083,148
- 61,940,478 69,023,626
Accumulated depreciation
At 30 June 2023 - - -
-
Charge for the year
- - 571,124
571,124
At 30 June 2024
- - 571,124
571,124
Charge for the year
- - 1,697,756
1,697,756
At 30 June 2025
-
-
2,268,880
2,268,880
Net book value:
At 30 June 2024
7,083,148
-
61,432,699
68,515,847
At 30 June 2025
7,083,148
- 59,671,598
66,754,746
Investment property consists of land costs, planning and studies, architectural, excavation, project
management and construction costs relating to the construction of a mall on a portion of land which
was sub-leased from Shoreline Residence Limited, a fellow subsidiary, as disclosed in note 21 to the
financial statements. Shoreline Contracting Limited, another fellow subsidiary, has been managing
all the construction arrangements relating to the construction of the Shoreline Mall project. The
Shoreline Shopping Mall was completed and opened its doors to the public in March 2024.
The portion of the right-of-use asset of the leasehold land allocated to the investment property has
been arrived at based on a sale and assignment deed that took place between Shoreline Residence
Limited and a third party. Following which, a sale and assignment deed was made between Shoreline
Residence Limited and the Company. This latter assignment was based on a valuation from a
professionally qualified valuer on the basis of market value that reflects transactions close to
assignment date for similar properties as adjusted to reflect inputs specific to the property.
Shoreline Mall p.l.c.
36
Notes to the financial statements
30 June 2025
14. Investment property (continued)
The carrying amount of the Company’s land within investment property includes EUR7,083,148
(2024 – EUR7,083,148) in respect of right-of-use assets, representing the Company’s temporary
emphyteusis of the leasehold land over which the buildings that are also included within investment
property are being constructed. The Company, as lessee, has the option to effectively purchase the
land by converting the emphyteusis from temporary to perpetual and simultaneously redeeming the
perpetual emphyteusis. This option can be exercised at either the completion of construction or 16
January 2025 (being the period of 5 years and nine months from the date of the Agreement between
Shoreline Residence Limited and SmartCity (Malta) Limited), whichever occurs the latest. Since the
Company expects to have completed construction by not later than 30 June 2026, the lease term was
determined to end on this date for the purposes of the requirements of IFRS 16 Leases. Upon of such
purchase option, the Company will reclassify the carrying amount of right-of-use assets at that date
to investment property that is directly owned by the Company.
Management has had clear intention to exercise the purchase option attached to the land lease since
inception, as evidenced by the upfront payment made under the lease agreement. In view of this
intention and the substance of the arrangement, the right-of-use asset relating to the land is considered
to reflect the economic substance of ownership. Accordingly, no depreciation has been recognised
on this right-of-use asset, given that also land is not considered a depreciable asset under applicable
accounting standards.
Borrowing costs amounting to EUR Nil (2024 – EUR3,928) and comprising interest on the lease
liabilities were capitalised during the period into the cost of the buildings, based on the borrowing
rate of 4%. Further borrowing costs amounting to EUR Nil (2024 – EUR1,200,757) and comprising
interest on the debt securities in issue were also capitalised into the cost of the buildings up to the
completion of the property.
As further described in note 29, due to the legal case with Koray Global Malta Limited, the
independent project engineer went through a process to inspect materials and works handed over.
During this process, certain works which were previously claimed to have been completed by the
contractor, were found to be incomplete. These have been identified as deduction of works certified
as incomplete within the above table.
During the current year, management has assessed the fair value of the investment property after
taking into consideration the discounted cash flows for projected rental income less operating
expenses necessary to manage the mall. Based on this assessment, management determined the fair
value of the investment property as at 30 June 2025 amounts to EUR81.53 million (2024 – EUR69.6
million). This fair value measurement is based on an internal valuation and is classified as level 3
measurement within the fair value hierarchy, given that one or more of the significant inputs are not
based on observable market data. In estimating the fair value of the investment property, the highest
and best use is its current use.
Moreover, the Directors reviewed the carrying amount of the investment property as at 30 June 2025
to evaluate whether events or changes in the condition may indicate that the carrying amount of the
investment property may not be recoverable as at balance sheet date. The recoverable amount of the
investment property is determined using a discounted cash flow analysis to determine value-in-use,
which is based on the following key inputs and assumptions:
rental income growth rate for the commercial Mall for year 1 was based on the actual growth
rate for the current year, 10% for year 2 and 5% from year 3 onwards;
rental income growth rate for the commercial parking of 2%;
growth rates used to extrapolate cash flows beyond the forecast period of 2%;
use of 6.5% discount rate to discount the projected cash flows to net present value. Based on the above
assessment, the Directors assessed that the carrying amount of investment property is recoverable and
there is no impairment in value.
Shoreline Mall p.l.c.
37
Notes to the financial statements
30 June 2025
15. Property, plant and equipment
Electronic
equipment
Furniture and
fittings
Total
EUR
EUR
EUR
Cost
At 30 June 2023
-
-
-
Additions for the year
391,992
50,509
442,501
At 30 June 2024
391,992
50,509
442,501
Additions for the year
5,624
2,453
8,077
At 30 June 2025
397,616
52,962
450,578
Accumulated depreciation
At 30 June 2023
-
-
-
Charge for the year
32,110
1,108
33,218
At 30 June 2024
32,110
1,108
33,218
Charge for the year
98,956
5,235
104,191
At 30 June 2025
131,066
6,343
137,409
Net book value:
At 30 June 2024
359,882
49,401
409,283
At 30 June 2025
266,550
46,619
313,169
16. Trade and other receivables
Trade receivables are unsecured, interest free and are expected to be realised within the normal
operating cycle.
Deferred lease incentives of EUR534,986 (2024 – EUR130,786) represent incentives granted to
lessees which are recognised by the lessor over the lease term as a reduction of lease income.
2025
2024
EUR
EUR
Trade receivables
194,483
426,556
Vat receivables
-
7,889,401
Deferred lease incentives
534,986
130,786
Accrued income
452,747
124,428
Prepayments and deposits paid
657
8,557
1,182,873
8,579,728
Shoreline Mall p.l.c.
38
Notes to the financial statements
30 June 2025
17. Inventory under construction
Right-of-use
assets (land)
Buildings
Total
EUR
EUR
EUR
Cost
At 30 June 2023
6,071,270
5,248,619
11,319,889
Additions during the year
-
781,292
781,292
Disposals during the year
(recognised in cost of sales)
(1,011,878)
(5,087,440)
(6,099,318)
Capitalised interest on lease
liabilities
-
478
478
Capitalised finance costs on debt
securities in issue
-
17,896
17,896
At 30 June 2024
5,059,392
960,845
6,020,237
Additions during the year
-
54,815
54,815
At 30 June 2025
5,059,392
1,015,660
6,075,052
Inventory under construction includes cost of development of residential units and residential parking
spaces for sale in the ordinary course of business on a portion of land which was sub-leased from
Shoreline Residence Limited, as disclosed in note 21 to the financial statements.
Inventories are expected to be recovered after more than twelve months. This is considered to be the
normal operating cycle of the Company.
The residential parking spaces have been committed to Shoreline Residence Limited. In November
2023, a deed was signed between the Company and Shoreline Residence Limited for the sale of these
residential parking spaces for a total value of EUR9,400,000 as mentioned in note 27.
The carrying amount of the Company’s land within inventory includes EUR5,059,392
(2024 – EUR5,059,392) in respect of right-of-use assets, representing the Company’s temporary
emphyteusis of the leasehold land over which the buildings that are also included within inventory
are being constructed. The Company, as lessee, has the option to effectively purchase the land by
converting the emphyteusis from temporary to perpetual and simultaneously redeeming the perpetual
emphyteusis. This option can be exercised at either the completion of construction or 16 January
2025 (being the period of 5 years and nine months from the date of the Agreement between Shoreline
Residence Limited and SmartCity (Malta) Limited), whichever occurs the latest. Since the Company
expects to have completed construction by not later than 30 June 2026, the lease term was determined
to end on this date for the purposes of the requirements of IFRS 16 Leases. Upon exercise of such
purchase option, the Company will reclassify the carrying amount of right-of-use assets at that date
to inventory that is directly owned by the Company.
Management has had clear intention to exercise the purchase option attached to the land lease since
inception, as evidenced by the upfront payment made under the lease agreement. In view of this
intention and the substance of the arrangement, the right-of-use asset relating to the land is considered
to reflect the economic substance of ownership. Accordingly, no depreciation has been recognised
on this right-of-use asset, given that also land is not considered a depreciable asset under applicable
accounting standards.
Shoreline Mall p.l.c.
39
Notes to the financial statements
30 June 2025
17. Inventory under construction (continued)
Borrowing costs amounting to EURNil (2024 – EUR478) and comprising interest on the lease
liabilities were capitalised during the period into the cost of the buildings, based on the borrowing
rate of 4%. Further borrowing costs amounting to EURNil (2024 – EUR17,896) and comprising
interest on the debt securities in issue were also capitalised during the period into the cost of the
buildings.
18. Amounts due from group companies
At year end, the Company had an amount due from Shorematrix Limited, a company under common
control, amounting to EUR647,419 (2024 – EUR1,033,898). The balance is unsecured, interest-free,
denominated in EUR and repayable on demand.
Shorematrix Limited had a net liability position as at year end; however, management considers the
amount fully recoverable based on continued financial support from its shareholders.
19. Trade and other payables
Long-term deposits represent security deposits received from tenants of the Shoreline Mall which are
refundable upon termination of the lease agreement after the “di fermo” period, which exceed 12
months from the end of the reporting period.
Accrued interest amounting to EUR1,590,869 (2024 – EUR1,586,767) represents unpaid interest on
debt securities in issue. Whilst other accruals totaling EUR298,184 (2024 – EUR1,198,920) represent
liabilities for services received before the reporting date for which invoices had not yet been received.
2025
2024
EUR
EUR
Amounts due from related parties
647,419
1,033,898
2025
2024
EUR
EUR
Trade payables
499,710
1,139,447
Accrued interest
1,590,869
1,586,767
Other accruals
298,184
1,198,920
Retention creditors
75,464
198,754
Vat payable
94,218
-
Deposits received
392,100
376,100
2,950,545
4,499,988
Less: long-term deposits received
(247,000)
(344,100)
2,703,545
4,155,888
Shoreline Mall p.l.c.
40
Notes to the financial statements
30 June 2025
20. Amounts due to group companies
Shoreline Contracting Ltd entered into agreements directly with contractors for the development and
construction of the Shoreline Mall project. These costs have been financed through group companies
as further described in notes 26 and 27.
The amounts due to group companies are unsecured, interest-free, denominated in EUR and the
Company has no unconditional right to defer settlement for at least 12 months from the end of the
reporting period. The expectation for settlement is 12 months from the date of the statement of
financial position.
21. Lease liabilities
Further disclosures are provided in note 14 Investment Property and note 17 Inventory under
construction.
The Company entered into an agreement with Shoreline Residence Limited, in terms of which it
leased a plot of undeveloped land under a temporary emphyteusis expiring on 22 April 2106, with
the option of effectively purchasing the land upon completion of construction or 16 January 2025,
whichever occurs the latest. As disclosed in notes 14 and 17, the Company is reasonably certain of
exercising this purchase option by June 2026. As required by IFRS 16 Leases, the amount that will
be required to exercise this purchase option has been included as a lease payment, and therefore also
included within the measurement of the lease liability and corresponding right-of-use asset.
The land that is the subject of the Agreement shall be used solely and exclusively for the construction
of the Shoreline Complex. The Company is prohibited from transferring under any title the
undeveloped land and / or airspace without first obtaining the consent of SmartCity (Malta) Limited,
which consent shall not be withheld if the proposed transferee is an international investor of good
repute. The Company shall be entitled to freely transfer by any title the developed Complex, subject
to certain terms and conditions.
The lessee’s weighted average incremental borrowing rate used to measure the Company’s lease
liabilities is 4% per annum. All lease obligations are denominated in EUR.
The minimum lease payment, which represents the ground rent payments, amounted to EUR6,328
(2024 – EUR6,328) during the year under review.
In accordance with the Company’s accounting policy on depreciation, there is no depreciation charge
for the year on right-of-use assets, both for the current and previous year.
The maturity analysis for lease liabilities is disclosed in note 5.
2025
2024
EUR
EUR
Amounts due to group companies
16,136,300 22,397,461
2025
2024
EUR
EUR
Present value of lease obligations
151,777
148,013
Less: amounts included in current liabilities
(151,777)
(148,013)
Amounts included in non-current liabilities
-
-
Shoreline Mall p.l.c.
41
Notes to the financial statements
30 June 2025
22. Debt securities in issue
The Company was approved by the Listing Authority in Malta, on 18 June 2020, for the issuance of
EUR14,000,000 4% Secured Bonds 2026 (series A Bonds) and EUR26,000,000 4.5% Secured Bonds
2032 (series B Bonds). Both series bonds were issued at a nominal value of EUR100 at par. The bond
subscriptions closed in July 2020 with the bonds being fully subscribed with interest payable annually
on 1 August, starting from 1 August 2021. The proceeds have been utilised for the development of
the project.
A Special Hypothec on the entire carrying amount of the property as classified under investment
property and inventory under construction in notes 14 and 17, respectively, was registered in favour
of the Security Trustee for the benefit of the Bondholders in accordance with its obligations under
Section 4.6.1 of the Securities Note. The Special Hypothec secures the principal amount of the bond
still outstanding and accrued interest.
In the event of default, the Security Trustee has the authority to enforce the security constituted by
the Special Hypothec and apply the proceeds towards the settlement of principal and interest due to
bondholders. The security over the property provides bondholders with a claim on the hypothecated
assets up to their realisable value. The recoverable amount ultimately depends on the value obtained
upon enforcement of the security.
Upon the occurrence of an Event of Default, the Security Trustee may, and upon request of not less
than 75% in nominal value of bondholders must, declare the bonds immediately due and payable
together with any accrued interest.
An amount of EUR1,225,200 4% Secured Bonds 2026 (Series A Bonds) and EUR554,800 4.5%
Secured Bonds 2032 (Series B Bonds) was subscribed by a group company at the original
subscription date. As of 30 June 2025, the amount of bonds still held by the fellow subsidiary
amounted to EURNil (2024 – EURNil).
2025
2024
EUR
EUR
Non-current
Series A Bonds – 4% and Series B Bonds 4.5%
39,655,589
39,582,991
Face value of the bonds
Series A Bonds – 4%
14,000,000
14,000,000
Series B Bonds – 4.5%
26,000,000
26,000,000
40,000,000
40,000,000
Issue costs
(686,251)
(686,251)
Accumulated amortisation
341,840
269,242
Net book amount
(344,411)
(417,009)
Amortised cost
39,655,589
39,582,991
Shoreline Mall p.l.c.
42
Notes to the financial statements
30 June 2025
23. Share capital
2025 and 2024
Authorised
EUR
Issued
EUR
Called up and paid
EUR
20,999,999 Ordinary ‘A’ shares
of EUR 1 each
20,999,999
20,999,999
18,075,997
1 Ordinary ‘B’ share of EUR 1
1
1
1
21,000,000
21,000,000
18,075,998
Ordinary ‘A’ shares shall grant the right of one (1) vote for every share held and are participating
shares entitled to receive dividend distributions as deemed fit by the Board of Directors, whereas
Ordinary ‘B’ shares shall not carry any right to receive dividends, shall not be entitled to any assets
upon dissolution or winding up of the Company and shall not carry any right to vote at general
meetings of the Company, but shall be entitled to receive notice of any general meeting of the
Company.
24. Recognised fair value measurements
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the
financial instruments that are recognised and measured at fair value in the financial statements. To
provide an indication about the reliability of the inputs used in determining fair value, the Company
has classified its financial instruments into the three levels prescribed under the accounting standards.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded
derivatives, and equity securities) is based on quoted market prices at the end of the reporting period.
The quoted market price used for financial assets held by the group is the current bid price. These
instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation techniques that maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant
inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in level 3. This is the case for unlisted equity securities and for instruments where climate
risk gives rise to a significant unobservable adjustment.
(ii) Valuation techniques used to determine fair values
Financial assets - fair value assessment of investment property
As detailed in note 14, during the current year, management has assessed the fair value of the
investment property after taking into consideration the discounted cash flows for projected rental
income less operating expenses necessary to manage the mall. Based on this assessment,
management determined the fair value of the investment property as at 30 June 2025 amounts to
EUR81.53 million (2024 – EUR69.6 million). This fair value measurement is based on an internal
valuation and is classified as a level 3 measurement within the fair value hierarchy, given that one or
more of the significant inputs are not based on observable market data.
Shoreline Mall p.l.c.
43
Notes to the financial statements
30 June 2025
24. Recognised fair value measurements (continued)
(ii) Valuation techniques used to determine fair values (continued)
Financial liabilities - debt securities in issue
The fair value of the debt securities in issue amounted to EUR24,700,000 (2024 – EUR24,440,000)
for the 4.5% Secured bonds and EUR14,000,000 (2024 – EUR13,440,000) for the 4% Secured bonds
and were measured using level 1 of the fair value hierarchy, by referring to the latest traded price in
the local market. The financial liabilities in this paragraph exclude lease liabilities.
At 30 June 2025 and 30 June 2024 the carrying amounts of all other financial assets and financial
liabilities classified within current assets and current liabilities respectively approximated their fair
values due to the short-term maturities of these assets and liabilities.
25. Cash and cash equivalents
(i) Cash and cash equivalents in the statement of cashflows
Cash and cash equivalents included in the statement of cash flows comprise the following amount in
the statement of financial position:
2025
2024
EUR
EUR
Cash at bank and on hand
77,227
211,096
(ii) Restricted cash
2025
2024
EUR
EUR
Restricted cash held
308,685
-
The Company has restricted cash balances held by at the Courts of Malta due to a garnishee order
that was issued against the Company as further detailed in notes 29 and 30.
26. Significant non-cash transactions
Through assignment agreements entered into by the Company with Shoreline Management Limited,
an amount of EUR143,500 which was previously owed to Shoreline Management Limited by a third
party, was reassigned to the Company. The amount reassigned was then offset against an amount due
by the Company to the same third party.
Through an assignment agreement entered into by the Company with Shoreline Residence Limited,
an amount of EUR381,983 which was previously owed to Shoreline Residence Limited by a third
party, was reassigned to the Company. The amount reassigned was then offset against an amount due
by the Company to the same third party.
A request for a transfer of credit to Shoreline Contracting Limited for an amount of EUR7,725,400
was sent to and approved by the Commissioner for tax and customs during the period.
An amount of EUR159,167 was set-off between related party balances in the current year.
Shoreline Mall p.l.c.
44
Notes to the financial statements
30 June 2025
27. Related party disclosures
The parent and ultimate parent companies of Shoreline Mall p.l.c. are Shoreline Holdings Limited
and Jade Property Investments Ltd respectively, which are both incorporated in Malta. The registered
office of Shoreline Holdings Limited is Suite 407, Level 4, Block SCM01, Smart City Malta,
Ricasoli, Kalkara, Malta whilst the registered address of Jade Property Investments Limited is Suite
5 Paolo Court, 13 Giuseppe Cali Street, Ta’ Xbiex, Malta.
Shoreline Holdings Limited, the immediate parent prepares consolidated financial statements. Copies
of the consolidated financial statements may be obtained from the Malta Business Registry.
The Directors consider the ultimate controlling party to be Ryan Edward Otto who, indirectly, owns
61.82% (2024 – 61.82%) of the issued share capital of the immediate parent company.
The following transactions occurred with related parties:
2025
2024
EUR
EUR
Rental income generated from:
Shorematrix Limited (note i) 96,665
49,460
Shoreline Management Limited (note i) 51,817
19,257
Other services:
Re-charges in connection with the development of the
Shoreline Mall project (note ii)
868,895
15,666,052
Re-measuring works previously certified (note ii) 1,142,734
-
Re-charges of fit-out works to Shorematrix Limited (note iii) -
1,085,805
Transfers made to Shoreline Residence Limited (note iv) 636,585
-
2025
2024
EUR
EUR
Expenditure incurred with Shoreline Management Limited (note v):
Management fees 277,287
58,546
Common area maintenance fees 275,046
-
Marketing subsidies 112,772
-
Professional fees 60,825
-
725,930
58,546
As disclosed in note 21, the Company had previously entered into an agreement with Shoreline
Residence Limited, in terms of which it leased a plot of undeveloped land under a temporary
emphyteusis.
Shoreline Mall p.l.c. has entered into a number of assignment agreements with related parties as
further disclosed in note 26.
Key management personnel compensation is disclosed in note 13.
The terms and conditions of the amounts due from/to related parties at year end are disclosed in notes
18 and 20, respectively. The terms and conditions in respect of the related party balances do not
specify the nature of the consideration to be provided in settlement. No guarantees have been given
or received.
Shoreline Mall p.l.c.
45
Notes to the financial statements
30 June 2025
27. Related party disclosures (continued)
In the prior year, the Company sold its residential parking spaces to Shoreline Residence Limited as
further described in note 17.
Note i: Included above under rental income are amounts received from Shorematrix Limited of
EUR96,665 (2024 – EUR49,460) and from Shoreline Management Limited of EUR51,817 (2024 –
EUR19,257) for the usage of the Gravity and Instamuse store and Mira Mira Kiosk and office space
within the Shoreline Mall complex, respectively.
Note ii: During the current and prior periods, fellow subsidiaries and related parties have recharged
to Shoreline Mall p.l.c., the costs incurred in connection with the development of the Shoreline Mall
project (notes 14 and 17). The total cost of acquiring such assets during the current period amounted
to EUR868,895 (2024 – EUR15,666,052).
During the year a fellow subsidiary remeasured works previously certified and where shortfalls were
identified, corrective measures were then done. The total cost of the remeasurement corrections that
Shoreline Mall p.l.c. received back from the fellow subsidiary amounted to EUR1,142,734 (2024 –
EURNil), as disclosed within note 14.
Note iii: The Company incurred and charged costs of EURNil (2024 – EUR1,085,805) relating to fit-
out works for the Gravity store to Shorematrix Limited.
Note iv: Shoreline Mall p.l.c. transferred EUR636,585 worth of foundation costs to Shoreline
Residence Limited as calculated to be part of their project, as mentioned within note 14.
Note v: The Company paid Shoreline Management Limited an amount of EUR725,930 (2024 –
EUR58,546) for management services relating to the operations of the Shoreline Mall as well as
common area management, marketing subsidies and certain professional fees.
28. Commitments
Operating lease commitments - Company as a lessor
The Company has entered into operating leases on its property portfolio. The commercial property
leases typically have lease terms of between 8 and 20 years and include clauses to enable periodic
upward revision of the rental charge. Some leases contain options to break before the end of the lease
term. Future minimum rentals receivable under non-cancellable operating leases as at 30 June 2025
are, as follows:
202
5
2024
EUR
EUR
Within 1 year
1,356,286
748,202
After 1 year, but not more than 2 years
1,574,713
985,476
After 2 years, but not more than 3 years
970,395
1,178,986
After 3 years, but not more than 4 years
259,936
594,364
After 4 years, but not more than 5 years
30,385
197,057
More than 5 years
110,657
141,042
4,302,372
3,845,127
Shoreline Mall p.l.c.
46
Notes to the financial statements
30 June 2025
28. Commitments (continued)
Capital commitments
This represents the total estimated capital expenditure, construction, development and other directly
attributable costs to complete the inventory under construction and other minor projects within the
Shoreline Mall.
29. Contingent liability
Legal proceedings
As at the reporting date, Shoreline Mall p.l.c. is a defendant included in an arbitration case under the
International Chamber of Commerce (ICC) rules of arbitration, in relation to a design and build
contract between, a fellow subsidiary, Shoreline Contracting Ltd and Koray Global Malta Limited.
ICC found prima facie basis for Shoreline Mall p.l.c. to be included in the set proceedings although
Shoreline Mall p.l.c. has applied for revocation of being included as it was never contractually a party
to the agreement at any time. The arbitration proceedings have commenced, and the amount being
sought in the case by Koray Global Malta Limited is EUR51,023,779.
Koray Global Malta Limited claims entitlement to an extension of time for works and asserting that
the contract was lawfully terminated. They are also seeking various costs related to completed works
and variations, retention amounts, omitted works, plant and machinery left on site, loss of profit, and
expenses associated with dewatering activities. As of the reporting date, these claims have not been
substantiated, and the claimant has not provided a breakdown or justification for the amounts being
sought.
As a result of such claims, the independent project engineer went through a process to inspect
materials and works handed over for the Shoreline Mall shopping complex. During this process,
certain works which were previously claimed to have been completed by the contractor, were found
to be incomplete. These have been identified as deduction of works certified as incomplete within
note 14.
Based on this prima facie inclusion of the Company, a garnishee order that was originally issued to
Shoreline Contracting Ltd of EUR56,357,564, which was subsequently reduced by the Courts of
Malta to an amount of EUR43,063,874 as mentioned within note 30, was also extended to include
the Company and several other group companies in December 2024.
2025
2024
EUR
EUR
Investment property
270,063
203,843
Inventory under construction
242,391
-
Property, plant and equipment and intangible assets
5,944
27,218
Contracted but not provided for
518,398
231,061
Investment property
30,810
69,009
Inventory under construction
2,626,461
3,094,727
Property, plant and equipment and
intangible
assets
-
310,000
Authorised but not contracted for
2,657,271
3,473,736
Shoreline Mall p.l.c.
47
Notes to the financial statements
30 June 2025
29. Contingent liability (continued)
Legal proceedings (continued)
Due to the early stage of the arbitration process, it is not currently feasible to determine the likely
outcome of the case. While management acknowledges the possibility of an economic outflow arising
from this matter, it has concluded that, at this stage, it is not feasible to quantify a contingent liability.
Accordingly, no provision has been recognised in these financial statements. Management will
continue to monitor developments and update its assessment as further information becomes
available.
Aside from the above, the Company is currently involved in legal proceedings arising in the ordinary
course of business. Management believes that the outcomes of these proceedings will not have a
material adverse effect on the Company’s financial position, given the insignificant amount of the
claims and accordingly no provision has been recognised in the financial statements as at reporting
date.
Bonds security
As disclosed within note 22, a Special Hypothec on the entire carrying amount of the property as
classified under investment property and inventory under construction in notes 14 and 17,
respectively, was registered in favour of the Security Trustee for the benefit of the Bondholders in
accordance with its obligations under Section 4.6.1 of the Securities Note. The Special Hypothec
secures the principal amount of the bond still outstanding and accrued interest.
30. Events after the end of the reporting year
Garnishee order
In July 2025, the garnishee order, as described in note 29, was reduced by the Courts of Malta to an
amount of EUR43,063,874. The Company continues to contest this garnishee order as it strongly
believes it is not party to the claim.
Arbitration process
As part of the arbitration process highlighted in note 29, in September 2025, Koray Global Malta
Limited have submitted their full statement of claim. Shoreline Mall p.l.c., along with its co-
defendants, has until December 2025 to file its statement of defence.
Project completion
Although the commercial component of the Shoreline Mall Complex has been completed and is
currently in use, finishing works on the residential villas are still ongoing. These units are expected
to be placed on the market for sale during the next financial year.
31. Comparative information
Comparative figures disclosed in the main components of these financial statements have been
reclassified to conform with the current year’s disclosure format for the purpose of compliance with
the IFRSs as adopted by the EU and the requirements of the Companies Act (Cap. 386).
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
48
Report on the audit of the financial statements
Our Opinion
In our opinion:
Shoreline Mall p.l.c.’s financial statements give a true and fair view of the Company’s financial
position as at 30 June 2025, and of the Company’s financial performance in accordance with
the International Financial Reporting Standards (IFRSs) as adopted by the EU; and
the financial statements have been prepared in accordance with the requirements of Maltese
Companies Act (Cap. 386).
What we have audited
Shoreline Mall p.l.c.’s financial statements, set out on pages 15 to 47, comprise:
the statement of financial position as at 30 June 2025;
the statement of profit or loss and other comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended;
the notes to the financial statements, which include a summary of significant accounting
policies.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Other Matter
The financial statements for the year ended 30 June 2024 were audited by a different auditor, who
expressed an unqualified opinion on 28 October 2024.
Independence
We are independent of the Company in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code), as applicable to audits of
financial statements of public interest entities, together with the ethical requirements of the
Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the
Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in
Malta. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company are in accordance with the applicable law and regulations in Malta and that we have not
provided non-audit services that are prohibited under Article 18A(1) of the Accountancy Profession Act
(Cap. 281).
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
49
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Evaluation of the Company’s ability to continue as a Going Concern
Going concern is a significant area of focus in our audit due to its critical role in determining the basis
of preparation of the financial statements and its potential to materially affect users’ decisions.
Management has the primary responsibility to assess and ensure the appropriateness of the going
concern assumption in the preparation of the financial statements. This involves evaluating whether
the entity is able to continue its operations for at least 12 months from the reporting date.
The Company’s financial statements have been prepared on a going concern basis, which assumes that
it will continue to operate for the foreseeable future. The Company is dependent on obtaining financing
from its parent company to ensure timely repayment of the upcoming EUR14,000,000 bond redemption
due on 1 August 2026. Given the significance of this funding to the Company’s operations and the
judgement involved in assessing the availability of such financing, we considered this area to be a key
audit matter.
Our audit procedures included the following:
Obtaining an understanding of the entity and its environment, with particular focus on the
Company’s refinancing options in relation to the upcoming bond redemption scheduled for 1
August 2026. This included reviewing relevant correspondences and management’s plans
regarding potential refinancing strategies;
In performing our risk assessment procedures, we evaluated whether there were events or
conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. These included, among others, negative operating cash flows, recurring losses,
working capital deficiencies, breaches of covenants, reliance on external financing or related
party support, and broader adverse economic or market conditions;
Assessing management’s going concern evaluation by reviewing their cash flow forecasts and
financing plans. We tested the reasonableness of the assumptions and underlying data used in
the forecasts, including the timing and feasibility of anticipated cash inflows and outflows;
Discussing with management their plans to address and mitigate these risks, and we evaluated
the feasibility and effectiveness of the proposed measures, including the status of negotiations
and financing arrangements; and
Considering the adequacy of the related disclosures in the financial statements, assessing
whether these appropriately describe management’s assessment of going concern and their
plans to finance the upcoming bond repayment.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
50
Key audit matters - continued
Legal Proceedings
As detailed within note 29 to the financial statements, during the year the Company became a
defendant in an arbitration case under the ICC rules of arbitration in relation to a design and build
contract between, a fellow subsidiary, Shoreline Contracting Ltd and Koray Global Malta Limited. ICC
found prima facie basis for the Company to be included in the set proceedings although the Company
has applied for revocation of being included as it was never contractually a party to the agreement at
any time. The arbitration proceedings have commenced, and the amount being sought in the case by
Koray Global Malta Limited is EUR51,023,779.
As of the reporting date, the arbitration process is still at an early stage, and therefore management
concluded that it is not currently feasible to determine the likely outcome of this case and thus quantify
a contingent liability in the financial statements. The assessment of this matter involves significant
judgment and has a material impact on the disclosures provided in the notes to the financial statements.
Our procedures in this area included, amongst others:
Obtaining an understanding of the nature and status of the legal and regulatory matters
involving the Company through discussions with management and by reviewing relevant
documentation, including correspondence with external legal counsel and regulatory
authorities;
Evaluating management’s assessment of the potential financial impact of these legal matters,
including their judgment on the probability and timing of potential outflows of economic
resources. Where necessary, we also obtained direct confirmation from the Company’s external
legal counsel to corroborate management’s representations and to assess the completeness
and accuracy of disclosures; and
Assessing whether the related disclosures in the financial statements appropriately describe the
nature of the legal contingencies, the potential financial effects, and any related uncertainties
to ensure transparency and compliance with the applicable reporting requirements.
Investment Property - Fair Value Disclosure
As at 30 June 2025, the Company held investment property amounting to EUR66,754,746 (2024:
EUR68,515,847) which is measured at cost less any subsequent accumulated depreciation and any
accumulated impairment losses. The investment property consists of the portion of land relating to the
Shoreline project and the capital expenditure directly attributable to the investment property. IAS 40
Investment Property
requires the disclosure of fair value, even when the investment property is
measured at cost.
The Directors determined the fair value of the investment property by applying an income-based
valuation approach, which involved discounting expected future cash flows using key assumptions as
outlined in note 14.
Given that the disclosure of the investment property’s fair value is both quantitatively and qualitatively
material to the financial statements, our audit procedures in relation to the Directors’ determination of
fair value comprised the following:
Assessing the design and operational effectiveness of controls implemented by the Company
over its valuation process;
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
51
Key audit matters - continued
Investment Property - Fair Value Disclosure - continued
Evaluating the appropriateness of the valuation methodology adopted by management, taking
into account the nature of the investment property, its intended use, and market conditions
prevailing;
Critically reviewing and challenging the key assumptions and inputs used by management in
estimating fair value, such as discount rates, forecast rental income and growth assumptions;
and
Reviewing the adequacy and reliability of supporting documentation, including valuation
models, lease agreements, external market data, and other corroborative evidence used in
determining fair value.
Further details regarding the basis used by the Directors in determining the fair value of the investment
property are disclosed in note 14 to the financial statements.
Other information
The Directors are responsible for the other information. The other information comprises
Directors,
officers and other information
on page 1,
Directors’ report
on pages 2 to 4,
Statement of Directors’
responsibilities
on page 5
and
Statement of corporate governance
on pages 6 to 14 (but does not
include the financial statements and our auditors’ report thereon).
Except for our opinions on the Directors’ report in accordance with the Maltese Companies Act (Cap.
386) and on the Statement of corporate governance in accordance with the Capital Markets Rules
issued by the Malta Financial Services Authority, our opinion on the financial statements does not cover
the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
With respect to the Directors’ report, we also considered whether the Director’s report includes the
disclosure requirements of Article 177 of the Companies (Cap. 386), and the statement required by
Rule 5.62 of the Capital Markets Rules on the Company’s ability to continue as a going concern.
Responsibilities of the Directors for the financial statements
The Directors are responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRSs as adopted by the EU and the requirement of the Maltese Companies Act
(Cap. 386), and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
52
Responsibilities of the Directors for the financial statements - continued
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
This report, including the opinions set out herein, has been prepared for the Company’s members as
a body in accordance with Articles 179, 179A and 179B of the Companies Act (Cap. 386).
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report
that includes our opinions in accordance with Articles 179, 179A and 179B of the Companies Act (Cap.
386). Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
In terms of Article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not
include assurance on the future viability of the Company or on the efficiency or effectiveness with which
the Directors have conducted or will conduct the affairs of the Company. The financial position of the
Company may improve, deteriorate, or otherwise be subject to change as a consequence of decisions
taken, or to be taken, by the management thereof, or may be impacted by events occurring after the
date of this opinion, including, but not limited to, events of force majeure.
As such, our audit report on the Company’s historical financial statements is not intended to facilitate
or enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions,
with respect to the future financial health and viability of the Company, and cannot therefore be utilised
or relied upon for the purpose of decisions regarding investment in, or otherwise dealing with (including
but not limited to the extension of credit), the Company. Any decision-making in this respect should be
formulated on the basis of a separate analysis, specifically intended to evaluate the prospects of the
Company and to identify any facts or circumstances that may be materially relevant thereto.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
53
Auditors’ responsibilities for the audit of the financial statements - continued
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditors’ report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the
Company, including the formulation of a view as to the manner in which financial risk is distributed
between shareholders and/or creditors cannot be reached on the basis of these financial statements
alone and must necessarily be based on a broader analysis supported by additional information.
We communicate with the Audit Committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on any other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule
5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) -
the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF
Directive 6”) on the Annual Financial Report of Shoreline Mall p.l.c. for the year ended 30 June 2025,
entirely prepared in a single electronic reporting format.
Solely for the purposes of our reasonable assurance report on the compliance of the Annual Financial
Report with the requirements of ESEF RTS, the Annual Financial Report comprises the General Company
information, the Directors’ report, the Statement of Directors’ responsibilities, the Statement of
corporate governance, the Annual Financial Statements, the prescribed disclosures of material contracts
and the Independent Auditors’ Report, as set out in Capital Markets Rules 5.55.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
54
Report on any other legal and regulatory requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule
5.55.6 - continued
Where the Annual Financial Report does not include consolidated financial statements, compliance with
the ESEF RTS solely requires the preparation of an Annual Financial Report in XHTML format.
Responsibilities of the Directors for the Annual Financial Report
The Directors are responsible for:
The preparation and publication of the Annual Financial Report, including the financial
statements, in XHTML format as required by Capital Markets Rule 5.56A;
Designing, implementing, and maintaining internal controls relevant to the preparation of the
Annual Financial Report in XHTML format, that is free from material misstatement, whether due
to fraud or error; and
Consequently, for ensuring the accurate transfer of the information in the Annual Financial
Report into a single electronic reporting format.
Auditors’ responsibilities for the Reasonable Assurance Engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report,
including the financial statements, complies in all material respects, in XHTML format, with the ESEF
RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in
accordance with the requirements of ESEF Directive 6.
The procedures we performed, including the assessment of the risks that the Annual Financial Report
is not prepared, in all material aspects, in XHTML format, whether due to fraud or error, were based on
our professional judgement and included:
Obtaining an understanding of the Company’s internal controls relevant to the financial
reporting process, including the preparation of the Annual Financial Report in XHTML format,
but not for the purpose of expressing an assurance opinion on the effectiveness of those
controls.
Examining whether the Annual Financial Report has been prepared, in all material aspects, in
XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 30 June 2025 has been prepared, in all
material aspects, in XHTML format.
This reasonable assurance opinion only covers the transfer of the information in the Annual Financial
Report into XHTML format as required by the ESEF RTS, and therefore does not cover the information
contained in the Annual Financial Report.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
55
Report on any other legal and regulatory requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule
5.55.6 - continued
Other reporting requirements
The
Annual Financial Report and Financial Statements for the year ended 30 June 2025
contains other
areas required by legislation or regulation on which we are required to report. The Directors are
responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related
responsibilities and reporting, in addition to our responsibilities and reporting reflected in the
Other
information
section of our report. Except as outlined in the table, we have not provided an audit opinion
or any form of assurance.
Area of the Annual
Financial Report and
Financial Statements for
the year ended 30 June
2025 and the related
Directors’
responsibilities
Our responsibilities Our reporting
Directors’ report
The Maltese Companies
Act (Cap. 386) requires
the Directors to prepare
a Directors’ report,
which includes the
contents required by
Article 177 of the Act
and the Sixth Schedule
to the Act.
We are required to consider
whether the information
given in the Directors’
report for the financial year
for which the financial
statements are prepared is
consistent with the financial
statements.
We are also required to
express an opinion as to
whether the Directors’
report has been prepared in
accordance with the
applicable legal
requirements.
In addition, we are required
to state whether, in the
light of the knowledge and
understanding of the
Company and its
environment obtained in the
course of our audit, we
have identified any material
misstatements in the
Directors’ report, and if so
to give an indication of the
nature of any such
misstatements.
In our opinion:
the information given in the
Directors’ report on pages 2
to 4 for the financial year
for which the financial
statements are prepared, is
consistent with the financial
statements; and
the Directors’ report has
been prepared in
accordance with the
Maltese Companies Act
(Cap. 386).
We have nothing to report to
you in respect of the other
responsibilities, as explicitly
stated within the
Other
information
section.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
56
Report on any other legal and regulatory requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule
5.55.6 - continued
Other reporting requirements - continued
Statement of
corporate
governance
The Capital Markets Rules
issued by the Malta
Financial Services Authority
require the Directors to
prepare and include in the
Annual Financial Report a
Statement of Compliance
with the Code of Principles
of Good Corporate
Governance within Appendix
5.1 to Chapter 5 of the
Capital Markets Rules. The
Statement’s required
minimum contents are
determined by reference to
Capital Markets Rule 5.97.
The Statement provides
explanations as to how the
Company has complied with
the provisions of the Code,
presenting the extent to
which the Company has
adopted the Code and the
effective measures that the
Board has taken to ensure
compliance throughout the
accounting period with
those Principles.
Our responsibility is laid down
by Rule 5.98 of the Capital
Markets Rules, which requires
us to include a report to
shareholders on the Statement
of corporate governance in the
Company’s Annual Financial
Report.
We are required to report on
the Statement of corporate
governance by expressing an
opinion as to whether, in light
of the knowledge and
understanding of the Company
and its environment obtained in
the course of the audit, we have
identified any material
misstatements with respect to
the information referred to in
Capital Markets Rules 5.97.4
and 5.97.5, giving an indication
of the nature of any such
misstatements.
We are also required to assess
whether the Statement of
corporate governance includes
all the other information
required to be presented as per
Capital Markets Rule 5.97.
We are not required to, and we
do not, consider whether the
Board’s statements on internal
control included in the
Statement of corporate
governance cover all risks and
controls, or form an opinion on
the effectiveness of the
Company’s corporate
governance procedures or its
risk and control procedures.
In our opinion, the
Statement of corporate
governance on pages 6 to
14 has been properly
prepared in accordance with
the requirements of the
Capital Markets Rules issued
by the Malta Financial
Services Authority.
We have nothing to report
to you in respect of the
other responsibilities, as
explicitly stated within the
Other information
section.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
57
Other matters on which we are required to report by exception
We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in
our opinion:
Adequate accounting records have not been kept or returns adequate for our audit have not
been received from branches not visited by us;
The financial statements are not in agreement with the accounting records and returns; or
We have not received all the information and explanations which, to the best of our knowledge
and belief, we require for our audit.
We have nothing to report to you in respect of these responsibilities.
Other matter - use of this report
Our report, including the opinions, has been prepared for and only for the Company’s shareholders as
a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other
purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or
to any other person to whom this report is shown or into whose hands it may come save where
expressly agreed by our prior written consent.
Audit tenure
We were first appointed by the members of the Company to as statutory auditors of the Company on
4 April 2025, for the financial year ended 30 June 2025. The period of total uninterrupted engagement
as statutory auditors covers 1 financial period.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with
the provisions of Article 11 of the EU Audit Regulation No. 537/2014.
Christian Gravina
Director
For and on behalf of
GCS Assurance Malta Limited
Registered auditor
Agora Business Centre, Level 2
Valley Road
Msida, MSD 9020
Malta
30 October 2025
