Company Registration Number: C 81622
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements
31 December 2025
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
Pages
Directors’ report 1 - 5
Corporate Governance - Statement of Compliance 6 - 9
Statement of financial position 10
Statement of comprehensive income 11
Statement of changes in equity 12
Statement of cash flows 13
Notes to the financial statements 14 - 30
Independent auditor’s report
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
1
Directors’ report
The directors present their report and the audited financial statements for the year ended 31 December
2025.
Principal activity
Virtu Finance p.l.c. (the “company”) is a public liability company and is a wholly owned subsidiary of Virtu
Holdings Limited. Its principal activity is to raise financial resources from capital markets to finance
operations and capital projects of the Virtu Group of companies.
Review of the business
During the year under review, the company registered a profit before tax amounting to €7,634 (2024:
€4,765). After allowing for taxation, the profit for the year amounted to €4,962 (2024: €3,097).
Financial performance
Revenue amounting to €1,133,200 (2024: €1,128,200) is generated from a facility fee and interest charged
on loans advanced to Virtu Maritime Limited. Financial costs comprise interest payable on the outstanding
bond issue and amortisation of the issue costs thereof amounting to €1,002,978 (2024: €1,000,434).
Administrative expenses mainly comprise directors’ emoluments amounting to €75,000 (2024: €75,000)
and legal and professional fees amounting to €47,588 (2024: €48,001).
The directors do not expect any significant changes in the company’s activities in the short-term period and
expect that the company will continue to register a surplus based on projections for the foreseeable future.
Financial position
The company’s statement of financial position is in the main made up of the 3.75% unsecured bonds in
issue amounting to €25 million and a corresponding loan amounting to €24.4 million advanced to Virtu
Maritime Limited, the guarantor of this bond. The loan receivable and the bond issued during 2017 are
classified in Virtu Finance p.l.c.’s statement of financial position under non-current assets and non-current
liabilities respectively as at 31 December 2025 and 2024. Virtu Finance p.l.c.’s equity amounted to
€540,586 (2024: €535,624).
Guarantor’s performance for 2025 and outlook for 2026
Virtu Maritime Limited (the Guarantor) is the holding company for the subsidiary companies forming part of
the Virtu Maritime Group (the “Group”) and does not itself carry on any trading activities. As such, the
principal activities and markets in which the Virtu Maritime Limited Group operates correspond to the
principal activities and markets of the subsidiary group companies.
During the year under review, these activities have consisted of a fast ferry service between Malta and Sicily
(on which route both HSC Jean de la Valette and HSC St John Paul II were deployed) as well the HSC
Maria Dolores operating on a two-year conditional charter on a Spain – Morocco route commencing in mid-
June 2024. During the first quarter of 2024, HSC Maria Dolores was engaged on a short-term charter in the
Eastern Mediterranean. With all vessels owned by the Group in operation, in order to satisfy a request for
an additional short-term charter commencing in August 2024, a vessel was chartered in from a third party.
There were no short-term charters in 2025. Additionally, in the first quarter of 2025, HSC Maria Dolores
underwent an exceptional dry-docking over a two-month period for the overhaul of the vessel’s waterjets,
gearboxes and one of the engines, repairs to ship side fender and blasting and painting of the underside.
At the charterers request, the vessel underwent a second dry-docking for regular maintenance at the end
of 2025 in lieu of January 2026 docking. These factors contributed to a reduction in charter revenue from
the operation of HSC Maria Dolores.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
2
Directors’ report - continued
Guarantor’s performance for 2025 and outlook for 2026 - continued
The consolidated financial statements for financial year ended 31 December 2025 (FY 2025) of the Virtu
Maritime Limited Group, the guarantor of the bonds issued by Virtu Finance p.l.c., show a net asset position
of €52.7 million (2024: €71.2 million) for the group and €52.7 million (2024: €73.7 million) for the company
as at 31 December 2025, mainly arising from the investment in subsidiaries forming part of the Virtu
Maritime Group amounting to €49.6 million (2024: €49.6 million).
The consolidated profit before taxation of the group for the year ended 31 December 2025 amounted to
€13.8 million (2024: profit €21.1 million), whilst cash generated from the operations for the year amounted
to €26.4 million (2024: €32.7 million). These results show an improvement of €4.0 million in profits before
tax when compared with those forecast in the Financial Analysis Summary (FAS) that was published on 25
June 2025. This improvement in profits can be attributed in the main to higher Revenues arising from
stronger than expected demand on the Malta/Sicily high speed ferry service in freight operations together
with moderating fuel costs and an increase in Other Income arising from management fees charged to
related parties for the operation of other ferry services.
Outlook for 2026
The directors do not expect any significant changes in Virtu Finance p.l.c.’s activities in the short-term period
and are confident that the company will be able to honour its obligations as and when they fall due. Based
on projections for Virtu Finance p.l.c. that have been prepared, the company is expected to register a surplus
for the foreseeable future.
This expectation takes into account a detailed assessment reviewed by the directors relating to the
operations of the guarantor group. Looking forward to 2026, charter hire is anticipated to remain at normal
levels of operations with an increase in income due to fewer off-charter days for dry-docking of the HSC
Maria Dolores. In FY 2026 Malta-Sicily operations are expected to be affected by the high volatility in the
fuel markets primarily driven by geopolitical conflicts, particularly in the Middle East, which are impacting
the supply chain infrastructure. For the first half of FY 2026 the effect of the high fuel prices on operations
is expected to be minimal due to the Group’s bulk fuel procurement. It is also anticipated that the European
Commission Temporary Iran Crisis Energy Framework and the State Aid Temporary Crisis Framework may
seek to address the effects of the crisis on some of the most exposed sectors of the economy, including
intra EU short sea shipping. However, should fuel prices continue at their current high levels, the Group will
be constrained to put into place the existing Fuel Surcharge mechanism. Even allowing for reduced number
of trips and lower demand, the expectation is that FY 2026 should continue to see satisfactory levels of
profitability and cash generation from core operations of the guarantor group. Forecasts prepared by
management show levels of profitability and cash generation to continue to take place over the course of
the coming year. These projections indicate that the Group will be able to honour its obligations as and
when they fall due.
Accordingly, the Virtu Finance board of directors has concluded that there is no material uncertainty in
respect of going concern and based on the foregoing the directors believe that it is appropriate to prepare
these financial statements on a going concern basis. Reference should also be made to Note 1.1 to the
financial statements.
€25 million Bond issue
The current Bond issue of 250,000 3.75% Bonds of €100 each fall due for redemption on 30 November
2027. The Board of Directors is actively considering the available options for the repayment and/or
refinancing of this issue and is in discussions with its bankers, guarantor and advisors in this regard. The
Board is satisfied that the 250,000 3.75% Bonds of €100 each currently in issue will be redeemed on the
due date.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
3
Directors’ report - continued
Financial risk management
The company’s activities expose it to a variety of financial risks, including credit risk and liquidity risk.
Reference should be made to Note 2 to these financial statements for a detailed review of how the company
addresses such risks.
Results and dividends
The statement of comprehensive income is set out on page 11. The directors do not recommend the
payment of a dividend. The directors have proposed that the balance of retained earnings amounting to
€40,586 (2024: €35,624) be carried forward to the next financial year.
Directors
The directors of the company who held office during the year were:
Roderick Chalmers - Non-Executive, Independent Chairman
Kevin Valenzia - Non-Executive, Independent Director
Matthew Portelli - Executive Director
Stephanie Attard Montalto - Executive Director
Stefan Bonello Ghio - Non-Executive Director
The Board meets on a regular basis to discuss financial performance, financial position and other matters.
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which
give a true and fair view of the state of affairs of the company as at the end of each reporting period and of
the profit or loss for that period.
In preparing the financial statements, the directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with International Financial
Reporting Standards as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the circumstances;
• ensuring that the financial statements are prepared on the going concern basis unless it is
inappropriate to presume that the company will continue in business as a going concern.
The directors are also responsible for designing, implementing and maintaining internal control relevant to
the preparation and the fair presentation of the financial statements that are free from material
misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386).
They are also responsible for safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The financial statements of Virtu Finance p.l.c. for the year ended 31 December 2025 may be made
available on the company’s website. The directors are responsible for the maintenance and integrity of the
Annual Financial Report on the website in view of their responsibility for the controls over, and the security
of, the website. Access to information published on the company’s website is available in other countries
and jurisdictions, where legislation governing the preparation and dissemination of financial statements may
differ from requirements or practice in Malta.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
4
Directors’ report - continued
Statement of directors’ responsibilities for the financial statements - continued
Auditors
PricewaterhouseCoopers have indicated their willingness to continue in office and a resolution for their re-
appointment will be proposed at the Annual General Meeting.
Disclosure in terms of the Capital Markets Rules
Going concern statement pursuant to Capital Markets Rule 5.62
After making enquiries and having taken into consideration the future plans of the company (Note 1.1), the
directors have reasonable expectation that the company has adequate resources to continue in operational
existence for the foreseeable future. For this reason, it continues to adopt the going concern basis in the
preparation of the financial statements.
Principal risks and uncertainties faced by the company
The company’s main objective, as a finance company for the Virtu Maritime Group of companies, is to raise
funds, mainly from the capital markets, to finance the operations and capital projects of the Virtu Maritime
Group. In this context, the Company’s ability to recover loans issued to its fellow subsidiary is dependent
on the performance of the companies within the Virtu Maritime Group to which amounts have been
advanced by the Company. Further details of the performance of the guarantor group are provided in the
review of the guarantor’s performance for FY 2025 and the outlook for FY 2026 set out above.
Within this context, the directors have evaluated the risks faced by the various companies to which funds
have been advanced and continue to monitor closely the impact of events as they take place in the local
and global economy, and how these would affect the ability of the various companies within the group to
honour their financial commitments. On the basis of this analysis, the directors are of the view that all
amounts receivable by the Company are fully recoverable.
Virtu Maritime Limited has guaranteed to pay all amounts of principal and interest due by the Issuer to the
Bondholders which remains unpaid by the Issuer.
A detailed review of the risk management policies employed by the Company is included in Note 2 of the
financial statements.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
5
Directors’ report - continued
Disclosure in terms of the Capital Markets Rules - continued
Pursuant to Capital Markets Rule 5.64
Appointment and Replacement of Directors
Directors are appointed during the company’s Annual General Meeting for periods of one year, at the end
of which term they may stand again for re-election.
Board Member Powers
The powers of the Board members are contained in Articles 54-69 of the company’s Articles of Association.
No disclosures are being made pursuant to Capital Markets Rules 5.64.3, 5.64.4, 5.64.5, 5.64.6, 5.64.7 and
5.64.10 as these are not applicable to the company.
Contracts with Board Members and Employees
The company has no contract with any of its Board members that include a severance payment clause.
The company had no employees during the year ended 31 December 2025 and 2024 and non-executive
directors were paid €75,000 (2024: €75,000) for services rendered during the year. Each director received
an annual remuneration of €25,000 (2024: €25,000). The directors receive no further monetary and non-
monetary benefits from the company.
Pursuant to Capital Markets Rule 5.70.1
In the normal course of the company’s business, during 2017 the company advanced by way of loan, an
amount of €24,400,000 to Virtu Maritime Limited, the parent company of the Virtu Maritime Group, the
guarantor of the bond in issue by the company. Details of such contract is set out in note 4 to these financial
statements. No further advances were made to group entities during 2025 and 2024.
Pursuant to Capital Markets Rule 5.68
Statement by the Directors on the Financial Statements and Other Information included in the
Annual Financial Report
The directors declare that to the best of their knowledge, the financial statements included in the Annual
Financial Report are prepared in accordance with the requirements of International Financial Reporting
Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and
profit of the company and that this report includes a fair review of the development and performance of the
business and position of the company, together with a description of the principal risks and uncertainties
that it faces.
Signed on behalf of the Board of Directors on 28 April 2026 by Roderick Chalmers (Non-Executive,
Independent Chairman) and Stephanie Attard Montalto (Executive Director) as per the Directors'
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Registered office:
Virtu
Ta’ Xbiex Terrace,
Ta’ Xbiex
XBX 1034
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
6
Corporate Governance - Statement of Compliance
Introduction
The Capital Markets Rules issued by the Malta Financial Services Authority, require listed companies to
observe The Code of Principles of Good Corporate Governance (the “Code”). Although the adoption of the
Code is not obligatory, Listed Companies are required to include, in their Annual Financial Report, a
Directors’ Statement of Compliance which deals with the extent to which the company has adopted the
Code of Principles of Good Corporate Governance and the effective measures that the company has taken
to ensure compliance with the Code, accompanied by a report of the auditors thereon.
Compliance
Since its incorporation, the company’s principal activity was to raise funds mainly from the capital market to
finance the operations and capital projects of the Virtu Maritime Group.
In deciding on the most appropriate manner in which to implement the Principles, the Board of Virtu Finance
p.l.c. (the “Board”) has taken cognisance of its size, which inevitably impacts on the structures required to
implement the Principles without diluting the effectiveness thereof. The company does not have any
employees. Accordingly, some of the provisions of the Code are not applicable whilst others are applicable
to a limited extent.
Roles and responsibilities
The Board of Directors is responsible for devising a strategy, setting policies and the management of the
company. It is also responsible for reviewing internal control procedures, financial performance and
business risks facing the company. The Board is also responsible for decisions relating to the redemption
of the Bond and for monitoring that its operations are in conformity with the Prospectus and all relevant
rules and regulations.
Throughout the year under review, the Board regularly reviewed management performance. The company
has in place systems whereby the directors obtain timely information from the Virtu Maritime Group of
companies Chairman, not only at meetings of the Board but at regular intervals or when the need arises.
Complement of the Board of Directors
The Board is composed of two executive and three non-executive directors, as listed below.
Executive Directors
Matthew Portelli (appointed on incorporation)
Stephanie Attard Montalto (appointed on incorporation)
Non-Executive Directors
Roderick Chalmers (appointed on incorporation)
Stefan Bonello Ghio (appointed on incorporation)
Kevin Valenzia (appointed on 28 December 2021)
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
7
Corporate Governance - Statement of Compliance - continued
Complement of the Board of Directors - continued
Kevin Valenzia, Stefan Bonello Ghio and Roderick Chalmers hold non-executive positions with Virtu
Maritime Limited, being a subsidiary of Virtu Holdings Limited and the guarantor of Virtu Finance p.l.c..
Matthew Portelli and Stephanie Attard Montalto are executive directors on Virtu Holdings Limited and on
other subsidiary companies of Virtu Holdings Limited. For the purpose of the provisions of the Code, the
Board considers, Kevin Valenzia and Roderick Chalmers as independent.
Directors are appointed during the company’s Annual General Meeting for periods of one year, at the end
of which term they may stand again for re-election. The Articles of Association of the company clearly set
out the procedures to be followed for the appointment of directors.
Internal Control
The Board is responsible for the company’s system of internal controls and for reviewing its effectiveness.
Such a system is designed to achieve business objectives and to manage rather than to eliminate the risk
of failure to achieve business objectives and can only provide reasonable assurance against material error,
losses or fraud.
Systems and procedures are in place for the company to control, report, monitor and assess risks and their
financial implications, and to take timely corrective actions where necessary. Regular financial budgets and
strategic plans are prepared, and performance against these plans is actively monitored and reported to
the directors on a regular basis.
The approval of credit to customers is made by the Group Financial Controller, in strict adherence to a
Board-approved limit. Proposals falling outside the limit are referred, together with the supporting
documentation and the Financial Controller’s recommendations, to the Board. The Board also approves,
after review and recommendation by the Audit Committee, the transfer of funds and other amounts payable
to companies within the same group and ensures that these are subject to terms and conditions which are
on an arm’s length basis.
Directors’ Attendance at Board Meetings
The Board believes that it has systems in place to fully comply with the principles of the Code. Directors
meet regularly, mainly to review the financial performance of the company and to review internal control
processes. Board members are notified of forthcoming meetings by the company Secretary with the issue
of an agenda and supporting Board papers, which are circulated well in advance of the meeting. All the
directors have access to independent professional advice at the company’s expense should they so require.
The Board met formally four times during the year under review. The number of board meetings attended
by directors for the year ended 31 December 2025 is as follows:
Members Attended
Matthew Portelli 4
Stephanie Attard Montalto 4
Roderick Chalmers 4
Stefan Bonello Ghio 4
Kevin Valenzia 4
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
8
Corporate Governance - Statement of Compliance - continued
Committees
The Board does not consider it necessary to appoint a committee to carry out a performance evaluation of
its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant
scrutiny of the Board itself (two of which are independent non-executive directors), the Company’s
shareholders, the market and all of the rules and regulations to which the Company is subject as a company
with its securities listed on a regulated market. Whilst the requirement under Code provision 7.1 might be
useful in the context of larger companies having a more complex set-up and a larger Board, the size of the
Company’s Board is such that it should enable it to evaluate its own performance without the requirement
of setting up an ad-hoc committee for this purpose. The Board shall retain this matter under review over the
coming year.
The Board considers that the size and operations of the Company as well as the Board itself, do not warrant
the setting up of a remuneration committee to establish the remuneration packages of individual directors.
Rather, 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 listing company Furthermore, save for the
remuneration of the independent non-executive directors, the Company does not pay any remuneration to
any of its directors.
The Board considers that the size and operations of the Company do not warrant the setting up of a
nomination committee as appointments to the Board are determined by the shareholders of the Company
in accordance with the appointment process set out in 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. Notwithstanding this, the Board intends to keep under review
the matter relating to the setting up of a nomination committee.
Audit Committee
The Board established an Audit Committee (the “Committee”) and has formally set out Terms of Reference
as outlined in the Principles laid out in the Capital Markets Rules. The purpose of the Committee is to
protect the interest of the company’s shareholders and bond holders, and assist the directors in conducting
their role effectively. The Audit Committee also monitors the financial reporting process, the effectiveness
of internal control and the audit of the annual financial statements. Additionally, it is responsible for
monitoring the performance of the entities borrowing funds from the company, to ensure that budgets are
achieved and if not, that corrective action is taken as necessary. It also scrutinises and supervises related
party transactions for materiality and ensures that these are carried out at arm’s length basis. By a letter
dated 30
th
October 2017, the Listing Authority considered the Terms of Reference as having sufficient
safeguards to ensure the independence of the Audit Committee.
The Members of the Audit Committee are:
Roderick Chalmers - Chairman of the Audit Committee, Non-Executive, Independent Director
Kevin Valenzia - Non-Executive, Independent Director (appointed on 28 December 2021)
Stefan Bonello Ghio - Non-Executive Director
Mr Roderick Chalmers, Mr Kevin Valenzia and Mr Stefan Bonello Ghio are Certified Public Accountants.
The Committee met five times during the year ended 31 December 2025.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
9
Corporate Governance - Statement of Compliance - continued
Remuneration Statement
In terms of the company’s Memorandum and Articles of Association, it is the shareholders of the company
in the General Meeting who determine the maximum annual aggregate remuneration of the directors. The
aggregate amount approved and paid to directors for this purpose during the year was €75,000.
None of the directors is employed or has a service contract with the company.
No part of the remuneration paid to the directors is performance based. None of the directors, in their
capacity as a Director of the company, is entitled to profit sharing, share options or pension benefits.
Relations with bondholders and the market
The company publishes interim and annual financial statements and, when required, company
announcements. The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, directors and officers of the company are informed and
reminded of their obligations on dealing in securities of the company within the parameters of law and
Capital Markets Rules. The company has also set reporting procedures in line with the Capital Markets
Rules, Code of Principles, and internal code of dealing.
Approved by the Board of Directors on 28 April 2026.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
10
Statement of financial position
As at 31 December
2025
2024
Notes
€
€
ASSETS
Non-current assets
Loans and receivables
4
24,400,000
24,400,000
Deferred tax asset
5
146,647
149,319
Total non-current assets
24,546,647
24,549,319
Current assets
Trade and other receivables
6
989,953
918,698
Cash and cash equivalents
7
83,826
85,049
Total current assets
1,073,779
1,003,747
Total assets
25,620,426
25,553,066
EQUITY AND LIABILITIES
Capital and reserves
Share capital
8
500,000
500,000
Retained earnings
40,586
35,624
Total equity
540,586
535,624
Non-current liabilities
Borrowings
9
24,867,237
24,801,759
Total non-current liabilities
24,867,237
24,801,759
Current liabilities
Trade and other payables
10
212,603
215,683
Total current liabilities
212,603
215,683
Total liabilities
25,079,840
25,017,442
Total equity and liabilities
25,620,426
25,553,066
The notes on pages 14 to 30 are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 28 April 2026.
The financial statements were signed on behalf of the Board of Directors by Roderick Chalmers (Non-
Executive, Independent Chairman) and Stephanie Attard Montalto (Executive Director) as per the Directors'
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
11
Statement of comprehensive income
Year ended 31 December
2025
2024
Notes
€
€
Interest and other related income
11
1,133,200
1,128,200
Interest payable and similar charges
12
(1,002,978)
(1,000,434)
Gross profit
130,222
127,766
Administrative expenses
13
(122,588)
(123,001)
Profit before tax
7,634
4,765
Tax expense
15
(2,672)
(1,668)
Profit for the year
4,962
3,097
The notes on pages 14 to 30 are an integral part of these financial statements.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
12
Statement of changes in equity
Share
Retained
capital
earnings
Total
€
€
€
Balance at 1 January 2024
500,000
32,527
532,527
Comprehensive income
Profit for the year - total comprehensive income
-
3,097
3,097
Balance at 31 December 2024
500,000
35,624
535,624
Balance at 1 January 2025
500,000
35,624
535,624
Comprehensive income
Profit for the year - total comprehensive income
-
4,962
4,962
Balance at 31 December 2025
500,000
40,586
540,586
The notes on pages 14 to 30 are an integral part of these financial statements.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
13
Statement of cash flows
Year ended 31 December
Notes
2025
2024
€
€
Cash flows (used in) / from operating activities
Cash (used in) / generated from operations
16
(1,223)
82,522
Net cash (used in) / generated from operating activities
(1,223)
82,522
Net movement in cash and cash equivalents
(1,223)
82,522
Cash and cash equivalents at beginning of year
85,049
2,527
Cash and cash equivalents at end of year
7
83,826
85,049
The notes on pages 14 to 30 are an integral part of these financial statements.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
14
Notes to the financial statements
1. Material accounting policy information
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to the years presented, unless otherwise
stated.
1.1 Basis of preparation
These financial statements have been prepared in accordance with the requirements of International
Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the
Maltese Companies Act (Cap. 386). The financial statements have been prepared under the
historical cost convention.
The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the
use of certain accounting estimates. It also requires directors to exercise their judgment in the
process of applying the company’s accounting policies (see Note 3 – Critical accounting estimates
and judgments).
Standards, interpretations and amendments to published standards effective in 2025
In 2025, the company has adopted new standards, amendments and interpretations to existing
standards that are mandatory for the company’s accounting period beginning on 1 January 2025.
The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in
substantial changes to the company’s accounting policies impacting financial performance and
position.
Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published
by the date of authorisation for issue of these financial statements that are mandatory for the
company’s accounting periods beginning after 1 January 2025. The company has not early adopted
these revisions to the requirements of IFRSs as adopted by the EU and the company’s directors are
of the opinion that, with the exception of the below pronouncements, there are no requirements that
will have a possible impact on the company’s financial statements in the period of initial application.
(a) Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’
In May 2024, the IASB issued amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial
Instruments: Disclosures’, effective for annual reporting periods beginning on, or after, 1 January
2026. In addition to guidance as to when certain financial liabilities can be deemed settled when using
an electronic payment system, the amendments also provide further clarification regarding the
classification of financial assets that contain contractual terms that change the timing or amount of
contractual cash flows, and financial assets with certain non-recourse features. The company is
undertaking an assessment of the potential impact.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
15
1. Material accounting policy information - continued
1.1 Basis of preparation - continued
(b) IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (effective for annual periods
beginning on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024 is set to replace IAS 1 Presentation of financial statements,
introducing new requirements that will help to achieve comparability of the financial performance of
similar entities and provide more relevant information and transparency to users. Even though IFRS
18 will not impact the recognition or measurement of items in the financial statements, its impacts on
presentation and disclosure are expected to be pervasive, in particular those related to the statement
of financial performance. IFRS 18 will also require the disclosure of management-defined
performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the
Company’s financial statements.
The new standard will be applicable from its mandatory effective date of 1 January 2027, subject to
endorsement for use in the EU, with retrospective application.
Going concern
Virtu Finance p.l.c.’s (the Company) principal activity is to act as a finance company for the Virtu
Maritime Group of companies (the Group) and to assist in effectively and efficiently managing the
Group’s long terms capital requirements. In this context, the Company’s ability to recover loans
issued to its fellow subsidiary is dependent on the performance of the operating companies within
the group to which amounts have been advanced.
During the year under review, these activities have consisted of a fast ferry service between Malta
and Sicily (on which route both HSC Jean de la Valette and HSC St John Paul II were deployed) as
well the HSC Maria Dolores operating on a two-year conditional charter on a Spain – Morocco route
commencing in mid-June 2024. During the first quarter of 2024, HSC Maria Dolores was engaged on
a short-term charter in the Eastern Mediterranean. With all vessels owned by the Group in operation,
in order to satisfy a request for an additional short-term charter commencing in August 2024, a vessel
was chartered in from a third party. There were no short-term charters in 2025. Additionally, in the
first quarter of 2025, HSC Maria Dolores underwent an exceptional dry-docking over a two-month
period for the overhaul of the vessel’s waterjets, gearboxes and one of the engines, repairs to ship
side fender and blasting and painting of the underside. At the charterers request, the vessel
underwent a second dry-docking for regular maintenance at the end of 2025 in lieu of January 2026
docking. These factors contributed to a reduction in charter revenue from the operation of HSC Maria
Dolores.
Due to fewer off-charter days during dry-docking, charter hire income is anticipated to be higher in
FY 2026 than FY 2025. In FY 2026 Malta-Sicily operations are expected to be affected by the high
volatility in the fuel markets primarily driven by geopolitical conflicts, particularly in the Middle East,
which are impacting the supply chain infrastructure. For the first half of FY 2026 the effect on
operations is expected to be minimal due to bulk fuel procurement. It is also anticipated that the
European Commission Temporary Iran Crisis Energy Framework and the State Aid Temporary Crisis
Framework may seek to address the effects of the crisis on some of the most exposed sectors of the
economy, including intra EU short sea shipping. However, should fuel prices continue at their current
high levels the Group will have to put into place the existing Fuel Surcharge mechanism. Even
allowing for reduced number of trips and lower demand, the expectation is that FY 2026 should
continue to see satisfactory levels of profitability and cash generation from core operations of the
guarantor group. Forecasts prepared by management show levels of profitability and cash generation
that should allow for debt reduction to continue to take place over the course of the coming year.
These projections indicate that the Group will be able to honour its obligations as and when they fall
due.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
16
1. Material accounting policy information - continued
1.1 Basis of preparation - continued
Going concern - continued
Accordingly, the Virtu Maritime board of directors has concluded that there is no material uncertainty
in respect of going concern and based on the foregoing the directors believe that it is appropriate to
prepare these financial statements on a going concern basis.
1.2 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments has been identified as the board of
directors that makes strategic decisions. The board of directors considers the company to be made
up of one segment, which is raising financial resources from capital markets to finance the group’s
working capital and other capital projects. The company’s main revenue and expenses are generated
in Malta and Sicily and revenue is mainly earned from other companies forming part of the Virtu
Maritime Group of companies.
1.3 Foreign currency translation
Functional and presentation currency
Items included in these financial statements are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The euro is the
company’s functional and presentation currency.
1.4 Financial assets
The comparative information provided continues to be accounted for in accordance with the
company’s previous years accounting policy.
Classification
The company classifies its financial assets as financial assets measured at amortised cost. The
classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows. The company classifies its financial assets as at amortised cost
only if both the following criteria are met:
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
17
1. Material accounting policy information - continued
1.4 Financial assets - continued
Classification – continued
- The asset is held within a business model whose objective is to collect the contractual cash flows,
and;
- The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets at amortized cost held by the company include loans and receivables. The
company's loans and receivables comprise trade and other receivables and cash and cash
equivalents in the statement of financial position.
Business model
The business model reflects how the company manages the assets in order to generate cash flows.
Factors considered by the company in determining the business model for a group of assets include
past experience on how the cash flows for these assets were collected, how the asset’s performance
is evaluated and reported to those charged with governance and how risks are assessed. The
company’s financial assets arise out of a contractual relationship with a counterparty and are held to
collect contractual cash flows.
Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on
initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit
risk associated with the principal amount outstanding during a particular period of time and for other
basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the
company considers the contractual terms of the instrument. This includes assessing whether the
financial asset contains a contractual term that could change the timing or amount of contractual cash
flows such that it would not meet this condition and whether the contractual cash flows are consistent
with a basic lending arrangement i.e. interest includes only consideration for the time value of money,
credit risk and a profit margin that is consistent with a basic arrangement.
Recognition and measurement
Regular way purchases and sales of financial assets are recognised on the trade date, which is the
date on which the company commits to purchase or sell the asset. 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 the risks and rewards of ownership.
At initial recognition, the company measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset.
Interest income on debt instruments measured at amortised cost from these financial assets is
included in finance income using the effective interest rate method. Any gain or loss arising on
derecognition of these instruments is recognised directly in profit or loss and presented in other
gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as
a separate line item in the statement of comprehensive income. The interest rate coupon of the loan
to subsidiary is considered to be aligned to the effective interest rate on such loan.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
18
1. Material accounting policy information - continued
1.4 Financial assets - continued
Impairment
The company assesses on a forward-looking basis the expected credit losses (ECL) associated with
its debt instruments carried at amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. The company’s financial assets are
subject to the expected credit loss model.
The company's main financial assets that are subject to IFRS 9's ECL model comprise cash and cash
equivalents, amounts due from parent and fellow subsidiary. Refer to Note 2.1 (a) for more
information on the Group's credit risk policy.
Expected credit loss model
The company measures loss allowances at an amount equal to lifetime ECLs, except for the
following, which are measured at 12-month ECLs:
• debt securities that are determined to have low credit risk at the reporting date; and
• other debt securities and bank balances for which credit risk has not increased significantly since
initial recognition.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, the company considers reasonable and supportable
information that is relevant and available without undue cost or effort. The company assumes that
the credit risk on a financial asset has increased significantly if it is more than 30 days past due, and
it considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations
to the company in full, without recourse by the company to actions such as realising security (if any
is held); or the financial asset is more than 90 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a
financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are
possible within the 12 months after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months). The maximum period considered when estimating ECLs is the
maximum contractual period over which the company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of all cash shortfalls. ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the company assesses whether financial assets carried at amortised cost are
credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred. Evidence that a
financial asset is credit-impaired includes observable data such as significant financial difficulty of the
borrower or issuer, or a breach of contract such as a default or being more than 90 days past due.
During the year management made an assessment and consider that the loan receivable and
receivable from parent are not credit impaired.
Loss allowances on financial assets measured at amortised cost are presented in the statement of
financial position by deducting the allowance from the gross carrying amount of the assets.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
19
1. Material accounting policy information - continued
1.5 Trade and other receivables
Trade receivables principally comprise amounts due from the parent company. If collection is
expected in one year or less (or in the normal operating cycle of the business if longer), they are
classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
Details about the company’s impairment policies and the calculation of loss allowance are provided
in Note 1.4.
1.6 Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at face value. In the
statement of cash flows, cash and cash equivalents include cash in hand, deposits held at call with
bank and bank overdrafts. Bank overdrafts, if any, are shown within borrowings.
1.7 Current and deferred tax
The tax expense for the year comprises current and deferred tax. The current income tax charge is
calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting
period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
Deferred tax is recognised, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However,
deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction
other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted
or substantively enacted by the end of the reporting period and are expected to apply when the related
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.
1.8 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
20
1. Material accounting policy information- continued
1.9 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’).
These financial liabilities 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.
1.10 Borrowings
Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the
period of the borrowings using the effective interest method. Borrowings are classified as current
liabilities unless the company has an unconditional right to defer settlement of the liability for at least
twelve months after the end of the reporting period.
Issue costs incurred in connection with the issue of the bonds include professional fees, publicity,
printing, listing, registration, underwriting, management fees, selling costs and other miscellaneous
costs.
1.11 Trade and other payables
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.
Trade and other payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
1.12 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial
position when there is a legally enforceable right to set off the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
1.13 Provisions
Provisions for legal claims are recognised when the company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to
settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for
future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle
the obligation using a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
21
1. Material accounting policy information - continued
1.14 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods
and services in the ordinary course of the company’s activities. The company recognises revenue
when the amount of revenue can be reliably measured, it is probable that future economic benefits
will flow to the entity and when specific criteria have been met for each of the company’s activities as
described below.
(a) Interest income
Interest income is recognised for all interest-bearing instruments using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial asset or a
financial liability and of allocating the interest income or interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash payments or
receipts through the expected life of the financial instrument to the net carrying amount of the financial
asset or financial liability. When calculating the effective interest rate, the company estimates future
cash flows considering all contractual terms of the financial instrument but does not consider future
credit losses. The calculation includes all fees and points paid or received between parties to the
contract that are an integral part of the effective interest rate, transaction costs and all the other
premiums or discounts. Accordingly, interest expense includes the effect of amortising any difference
between net proceeds and redemption value in respect of the company’s interest-bearing borrowings.
(b) Management fee income
The management fee relates to recharges to fellow subsidiaries for services rendered by the
Company during the year and such income is recognised in the period in to which such management
services are performed. Management has determined that such contracts with fellow subsidiaries
have one performance obligation which is to render managerial services over the course of the
respective contract, for which revenue is recognised over time as the management services are
rendered and received by the counterparties.
(c) Dividend income
Dividend income is recognised when the right to receive payment is established.
1.15 Dividend distribution
Dividend distribution to the company’s shareholders is recognised as a liability in the company’s
financial statements in the period in which the dividends are approved by the company’s
shareholders.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
22
2. Financial risk management
2.1 Financial risk factors
The company constitutes a financing special purpose vehicle whose bonds are matched by
equivalent amounts due from, and guaranteed by, Virtu Maritime Limited (a fellow subsidiary). The
company’s principal risk exposures relate to credit risk and liquidity risk. The company is not exposed
to currency risk and the directors deem interest rate risk exposure to be minimal due to matching of
its interest costs on borrowings with finance income from its loans and receivables referred to above.
(a) Credit risk
Credit risk arises mainly from loans receivable from Virtu Maritime Limited (Note 4).
The company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management consider both historical analysis and forward-looking
information in determining any expected credit loss. The company assesses the credit quality of the
Virtu Maritime Limited taking into account financial position, performance and other factors including
profitability and cashflow forecasts that are reviewed and approved at regular intervals by the Board
of directors. Virtu Maritime Limited is supported financially by Virtu Holdings Limited which is the
ultimate parent company of the Virtu Group in meeting its obligations as and when they fall due.
When the above are considered, the resultant credit risk is deemed to be low and immaterial.
The company’s exposure to credit risk is limited to the carrying amount of financial assets recognised
at the reporting date, as summarised below. The company’s exposures to credit risk as at the end of
the reporting periods are analysed as follows:
Financial assets measured at amortised cost
2025
2024
€
€
Loans receivable from fellow subsidiary (Note 4)
24,400,000
24,400,000
Amounts due from parent (Note 6)
970,023
898,780
Cash and cash equivalents (Note 7)
83,826
85,049
25,453,849
25,383,829
The maximum exposure to credit risk at the end of the reporting period in respect of the financial
assets mentioned above is equivalent to their carrying amount as disclosed in the respective notes
to the financial statements. The company does not hold collateral as security on its loans receivable.
The company applies the low credit risk simplification for all instruments that are externally rated at
a rating of BBB- (or equivalent) or better; and the ECL provision for these instruments is accordingly
measured at an amount equivalent to the 12-month ECLs. The company thus applies the
simplification for its bank deposits.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
23
2. Financial risk management - continued
2.1 Financial risk factors - continued
(a) Credit risk - continued
As disclosed in Note 4, Virtu Maritime Limited has issued corporate guarantees with respect to the
company’s bonds. These borrowings have been loaned to Virtu Maritime Limited through the issue
of the company’s loans and receivables. Credit risk with respect to this receivable is limited since
there were no indications that Virtu Maritime Group is unable to meet its obligations. The company
applies the credit risk management policies described above; no losses have historically been
incurred on any of the company’s balances, and management has determined that there has not
been a significant increase in credit risk since origination. The ECL provision for this instrument is
accordingly also measured at an amount equivalent to the 12-month ECLs.
The company’s management has also determined that the macroeconomic situation of the Group
and the duration of the receivable is not changing, accordingly even after considering the
macroeconomic overlay onto the expectations of credit losses, the resulting impairment allowance is
immaterial to the company’s financial position and results.
At 31 December 2025, cash and cash equivalents are held with a local financial institution with a
credit rating of BBB (2024: BBB-), and balances are callable on demand or within a maximum period
of one week. Management consider the probability of default to be close to zero as the counterparty
has a strong capacity to meet its contractual obligations in the near term. As a result, no loss
allowance has been recognised based on 12-month ECL as any such impairment would be wholly
insignificant to the company.
(b) Liquidity risk
The company is exposed to liquidity risk arising primarily from its ability to satisfy liability commitments
depending on cash inflows receivable in turn from the Virtu Maritime Group.
Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash
flows over a twelve-month period to ensure that no additional financing facilities are expected to be
required over the coming year. This process is performed through a rigorous assessment of detailed
cash flow projections of the fellow subsidiary where matching of cash inflows and outflows arising
from expected maturities of financial instruments are assessed on an annual basis.
The carrying amounts of the company’s assets and liabilities are analysed into relevant maturity
groupings based on the remaining period at the end of the reporting period to the contractual maturity
date in the respective notes to the financial statements.
The company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally interest-bearing borrowings and trade and other
payables (refer to Notes 9 and 10). Prudent liquidity risk management includes maintaining sufficient
cash to ensure the availability of an adequate amount of funding to meet the company’s obligations
and ensuring that alternative funding is available when the bonds are due for repayment.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
24
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Liquidity risk - continued
The following table analyses the company’s financial liabilities into relevant maturity groupings based
on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed
in the tables below are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances, as the impact of discounting is not significant.
Due
Between
Carrying
Contractual
within
1 and 5
Over 5
amount
cash flows
one year
years
years
€
€
€
€
€
31 December 2025
Unsecured bond
24,867,237
26,875,000
937,500
25,937,500
-
Trade and other payables
212,603
212,603
212,603
-
-
25,079,840
27,087,603
1,150,103
25,937,500
-
31 December 2024
Unsecured bond
24,801,759
27,812,500
937,500
26,875,000
-
Trade and other payables
215,683
215,683
215,683
-
-
25,017,442
28,028,183
1,153,183
26,875,000
-
The loan receivable to fellow subsidiary carries the same contractual credit terms as the unsecured
bond and will be repaid back in time to meet the obligations on maturity of the unsecured bond.
2.2 Capital risk management
The company’s bonds are guaranteed by Virtu Maritime Limited (a fellow subsidiary). Related finance
costs are also guaranteed by this fellow subsidiary. The capital management of the company
therefore consists of a process of regularly monitoring the financial position of the guarantor (Note
2.1).
2.3 Fair values of financial instruments
At 31 December 2025 the carrying amounts of receivables (net of impairment provisions if any) and
payables are assumed to approximate their fair values. The fair value of financial liabilities for
disclosure purposes is estimated by discounting the future contractual cash flows at the current
market interest rate that is available to the company for similar financial instruments.
As at the end of the reporting period, the fair values of financial assets and liabilities, approximate
the carrying amounts shown in the statement of financial position.
The fair value of non-current financial instruments for disclosure purposes is estimated by discounting
the future contractual cash flows at the current market interest rate that is available to the company
for similar financial instruments. The fair value of the company’s non-current trade and other
payables at the end of the reporting period is not significantly different from the carrying amounts.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
25
3. Critical accounting estimates and judgments
Estimates and judgments are continually evaluated and based on historical experience and other
factors including expectations of future events that are believed to be reasonable under the
circumstances. In the opinion of the directors, the accounting estimates and judgments made in the
course of preparing these financial statements are not difficult, subjective or complex to a degree
which would warrant their description as critical in terms of the requirements of IAS 1.
4. Loans and receivables
2025
2024
€
€
Non-current
Loan to fellow subsidiary
24,400,000
24,400,000
Loans receivable reflect the transfer of funds to Virtu Maritime Limited (a fellow subsidiary), generated
by the company from the issue of bonds (Note 9).
The proceeds from the issue of the bond are loaned to Virtu Maritime Limited to be advanced to Virtu
Wavepiercer Limited, solely for purposes of the part-financing of the acquisition of the vessel acquired
by the latter company. The loan to subsidiary which is repayable by 2027, bears interest at 4.05%
payable on the 1 September of each year.
Virtue Maritime Limited acts as a guarantor for the bond issue of the company.
5. Deferred tax asset
2025
2024
€
€
At beginning of year
149,319
150,987
Credited to the income statement:
Utilisation of deferred tax asset
(2,672)
(1,668)
At end of year
146,647
149,319
Deferred income taxes are calculated on all temporary differences under liability method using a
principal applicable tax rate of 35% (2024: 35%).
The balance at 31 December represents temporary differences on or attributable to:
2025
2024
€
€
Group relief
146,647
149,319
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
26
6. Trade and other receivables
2025
2024
€
€
Current
Amounts due from parent
970,023
898,780
Prepayments
19,930
19,918
989,953
918,698
Amounts due from parent are unsecured, interest free are repayable on demand.
The company’s exposure to credit and currency risks and impairment losses relating to trade and
other receivables are disclosed in Note 2.
7. Cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash equivalents comprise the following:
2025
2024
€
€
Cash at bank
83,826
85,049
8. Share capital
2025
2024
€
€
Authorised
500,000 ordinary shares of €1 each
500,000
500,000
Issued and fully paid
500,000 ordinary shares of €1 each
500,000
500,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and
are entitled to one vote per share at meetings of the company. All shares rank equally with regard
to the company’s residual assets.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
27
9. Borrowings
2025
2024
€
€
Non-current
250,000 3.75% Bonds of €100 each 2027
24,867,237
24,801,759
2025
2024
€
€
Face value
250,000 3.75% Bonds of €100 each 2027
25,000,000
25,000,000
Issue costs
(594,802)
(594,802)
Accumulated amortisation
462,039
396,561
Closing net book amount
(132,763)
(198,241)
Amortised cost and closing carrying amount
24,867,237
24,801,759
This note provides information about the contractual terms of the company’s borrowings. For more
information about the company’s exposure to interest rate and liquidity risk, refer to Note 2.
By virtue of an offering memorandum dated 30 October 2017, the company issued €25,000,000
bonds with a face value of €100 each. Interest on the 3.75% 2027 Bonds is payable annually in
arrears, on 30 November of each year. The bonds are redeemable at par and are due for redemption
on 30 November 2027. The bonds are guaranteed by Virtu Maritime Limited, which has bound itself
jointly and severally liable for the repayment of the bonds and interest thereon, pursuant to and
subject to the terms and conditions in the offering memorandum. The bonds were admitted on the
Official List of the Malta Stock Exchange on 7 December 2017. The quoted market price as at 31
December 2025 for the bonds was €98.50 (2024: €99.01).
10. Trade and other payables
2025
2024
€
€
Current
Interest payable on bonds
79,623
79,623
Other payables
113,517
110,245
Accruals
19,463
25,815
212,603
215,683
Other payables are unsecured, interest free and repayable on demand.
The company’s exposure to currency and liquidity risks related to trade and other payables is
disclosed in Note 2.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
28
11. Interest and other related income
2025
2024
€
€
Interest on loans due from fellow subsidiary
988,200
988,200
Facility fee due from fellow subsidiary
145,000
140,000
1,133,200
1,128,200
During the year all revenue was derived from the company’s fellow subsidiary.
12. Interest payable and similar charges
2025
2024
€
€
Interest payable on bonds
937,500
937,500
Amortisation of bond issue costs (Note 9)
65,478
62,934
1,002,978
1,000,434
13. Expenses by nature
2025
2024
€
€
Directors’ emoluments (Note 14)
75,000
75,000
Legal and professional fees
47,588
48,001
Total administrative expenses
122,588
123,001
Auditor’s fees
Fees charged by the auditor for services rendered during the financial year relate to the following:
2025
2024
€
€
Annual statutory audit
12,000
11,340
Tax compliance services
1,000
1,000
Total administrative expenses
13,000
12,340
14. Directors’ emoluments
2025
2024
€
€
Directors’ fees
75,000
75,000
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
29
15. Tax expense
2025
2024
€
€
Deferred tax charge
2,672
1,668
The tax on the company’s profit is equivalent to 35% on profit which is the principal applicable rate.
16. Cash (used in) / generated from operations
2025
2024
€
€
Profit before tax
7,634
4,765
Adjustments for:
Amortisation of bond issue costs
65,478
62,934
Changes in working capital:
Trade and other receivables
(71,255)
(66,916)
Trade and other payables
(3,080)
81,739
Cash (used in) / generated from operations
(1,223)
82,522
17. Related parties
The companies forming part of the Virtu Group of Companies are considered by the directors to be
related parties as these companies are ultimately owned by the Virtu Holdings Limited.
The company is a subsidiary of Virtu Holdings Limited, the ultimate parent company of the Virtu
Group. The registered office of both companies is situated at Virtu, Ta’ Xbiex Terrace, Ta’ Xbiex,
XBX 1034, Malta.
The main related party with whom transactions are entered into is Virtu Maritime Limited, the
guarantor of the borrowings (Note 9).
The following are the principal transactions that were carried out with related parties:
2025
2024
€
€
Income from goods and services
Interest income from fellow subsidiary (Note 11)
988,200
988,200
Facility fee from fellow subsidiary (Note 11)
145,000
140,000
Key management personnel compensation, consisting of directors’ remuneration, has been disclosed
in Note 14 to the financial statements.
Year end balances arising from related party transactions are disclosed in Notes 4 and 6 to the
financial statements.
VIRTU FINANCE P.L.C.
Annual Financial Report and Financial Statements - 31 December 2025
30
18. Statutory information
Virtu Finance p.l.c. is a limited liability company and is incorporated in Malta.
The ultimate and immediate parent company of Virtu Finance p.l.c. is Virtu Holdings Limited, a
company registered in Malta, with its registered address at Virtu, Ta’ Xbiex Terrace, Ta’ Xbiex, XBX
1034, Malta.
The ultimate controlling parties of Virtu Holdings Limited are Mr Francis Portelli and Prof. John Mark
Portelli and their direct descendants.

PwC Logo
Independent auditor’s report

To the Shareholders of Virtu Finance p.l.c.

Report on the audit of the financial statements

Our opinion

In our opinion:

·      The financial statements give a true and fair view of the financial position of Virtu Finance p.l.c. (the Company) as at 31 December 2025, and of the company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and

·      The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).

Our opinion is consistent with our additional report to the Audit Committee.

What we have audited

Virtu Finance p.l.c.’s financial statements comprise:

·      the statement of financial position as at 31 December 2025;

·      the statement of 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; and

·      the notes to the financial statements, comprising material accounting policy information and other explanatory information.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the company in accordance 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 audits of financial statements of an EU Public Interest Entity in Malta and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these Codes.

 

To the best of our knowledge and belief, we declare that non-audit services that we have provided to the 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 of the Accountancy Profession Act (Cap. 281).

 

The non-audit services that we have provided to the company, in the period from 1 January 2025 to 31 December 2025, are disclosed in the note 13 to the financial statements.

 

 

Our audit approach

Overview

Materiality

Overall materiality: €256,000, which represents 1% of total assets

Key audit matters

Recoverability of group balances


As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which the company operates.

 

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Overall materiality

€256,000

 

How we determined it

1% of total assets

 

Rationale for the materiality benchmark applied

We chose total assets as the benchmark because, in our view, it is the benchmark against which the financial position of the Company is most commonly measured by the users and is a generally accepted benchmark. We selected 1% based on our professional judgement, noting that it is within the range of quantitative materiality thresholds that we consider acceptable.​

 

 

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €25,600 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Recoverability of group balances

Loans and receivables include funds advanced to Virtu Maritime Limited for the financing of the acquisition of a fast ferry by one of the subsidiaries of the Virtu Maritime Group ('Group'). The loan bears interest at 4.05% and is repayable by 2027 to enable Virtu Finance p.l.c. to repay the bond issued during 2017 which was obtained to finance the loan to the Group. Virtu Maritime Limited acts as the guarantor for the said bond.

Loan balances due to the company from Virtu Maritime Limited as at 31 December 2025 amounted to €24.4m. Management assesses the recoverability of the loan by reference to the expected future cash flows of the Virtu Maritime Group.

The loans are the principal asset of the company, which is why we have given additional attention to this area.

Refer to Note 4 in the financial statements for further details covering the loan recoverable from a fellow subsidiary.

We have agreed the terms surrounding the loan to the supporting loan agreement.

 

We evaluated the suitability and appropriateness of the methodology of the cash flow model of the Virtu Maritime Group to assess the recoverability of the loan.

 

We checked the calculations used in the model for accuracy and the key inputs in the model were agreed to approved sources.

 

Management’s cash flow forecasts used in the model were assessed by:

-      testing that the forecasts agreed to the most recent business plan which had been approved by the Board of Directors of the Virtu Maritime Group; and

-      considering current year Group performance against the plan and the reasons for any deviation also through discussion with management.

 

We also challenged the revenue and cost assumptions.

 

Based on evidence and explanations obtained, we concur with management’s view with respect to the reasonability of conclusions surrounding recoverability of this loan.

 

The appropriateness of disclosures made in the financial statements in relation to loans and receivables from group companies was also reviewed.

 

 

Other information

The directors are responsible for the other information. The other information comprises the Directors’ report and the         Corporate Governance – Statement of Compliance (but does not include the financial statements and our auditor’s report thereon).

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements. 

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.


Responsibilities of the directors and those charged with governance for the financial statements

The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Those charged with governance are responsible for overseeing the company’s financial reporting process.


Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

·      Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

·      Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

·      Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

·      Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


Report on other legal and regulatory requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of Virtu Finance p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format.       

Responsibilities of the directors

The directors are responsible for the preparation of the Annual Financial Report, including the financial statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the financial statements, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

·      Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report in XHTML format.

·      Examining whether the Annual Financial Report has been prepared in XHTML format.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared in XHTML format in all material respects.


Other reporting requirements

The Annual Financial Report and Financial Statements 2025 contains other areas required by legislation or regulation on which we are required to report.  The Directors are responsible for these other areas.

 

The table below sets out these areas presented within the 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 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 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.

 

Corporate Governance – Statement of Compliance

 

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules.  The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97.  The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles.

 

We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.

We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.

We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.

In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

 

We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.

Other matters on which we are required to report by exception

We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion:

●     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us.

●     the financial statements are not in agreement with the accounting records and returns.

●     we have not received all the information and explanations  which, to the best of our knowledge and belief, we require for our audit.

We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary.

We have nothing to report to you in respect of these responsibilities.

 

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.

Appointment

We were first appointed as auditors of the Company on 31 December 2017.  Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 9 years. The company became listed on a regulated market on 7 December 2017. 

 

Christopher Cardona

Principal

For and on behalf of

PricewaterhouseCoopers
 78, Mill Street
Zone 5, Central Business District
Qormi

Malta
28 April 2026