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Annual Report and Consolidated Financial Statements
For the year ended 31 December 2024
DINO FINO FINANCE P.L.C. Annual report and consolidated financial statements
Table of Contents
The users of this financial report are reminded that the official statutory Annual Financial Report 2024, authorised for issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is published on https://dinofino.com/investor-relations/ . A copy of the Independent auditor’s report issued on the official statutory Annual Financial Report 2024, is included within this printed document and comprises the auditor’s report in 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. In case of any conflicts and differences, the ESEF report prevails. |
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Directors' ReportFor the year ended 31 December 2024
The directors present their annual report and the consolidated audited financial statements of DINO FINO FINANCE P.L.C. (the “Company”) and Dino Fino Operations Limited and Dino Fino Holdings Ltd (the “Subsidiaries”) collectively referred to as (the “Group”) for the year ended 31 December 2024.
Principal activity
The principal activity of the Group is to carry on the business of importation, selling, trading in goods and material including household goods, leather goods, upholstery, furnishings and other interior goods.
Review of business and results
During the year under review, the Group registered a total comprehensive loss of €628,733 (2023: €1,148,847). The Group registered lower than expected revenues. This is being attributed to the inflationary climate that has had an impact on consumer spending and in turn on the retail industry. The Group is also feeling the adverse effect of aggressively priced imported goods which is not conducive to a level playing field. It is worth noting that in spite of adverse economic headwinds, the Group achieved significant savings in direct costs and administrative expenses and maintained the same gross profit margin as achieved in 2023. The gross profit for the year ended 31 December 2024 was however adversely affected by a one-time adverse stock adjustment.
Management is confident that the performance will improve. It is anticipated that in the course of 2025, the Group will invest in a refurbishment program and will streamline its product offering to be more efficient in this respect. Moreover, the parent is at an advanced stage in embarking into a large scale real estate project which is expected to generate substantial business for the Group.
Furthermore, the shareholder is committed to make additional capital contributions should the need arise. The directors continue to actively monitor the operations of the Company and its Subsidiaries in order to safeguard the interest of the Group.
Dividends and reserves
The directors do not recommend the payment of a dividend.
Directors
The directors of the Company during the year were:
Mr. Benjamin Muscat - Independent Non-Executive Director and Chairman Dr. Austin Gauci Maistre - Non-Executive Director Mr. Dino Fino - Executive Director Mr. Giuseppe Muscat - Executive Director Mr. Joseph Caruana – Independent Non-Executive Director
The directors have served on the Board throughout the year and shall continue in office in accordance with the Company’s Memorandum and Articles of Association.
Disclosure of information to auditor
At the date of making this report, the directors confirm the following:
Statement of directors' responsibilities
The Companies Act (Cap. 386) enacted in Malta, requires the directors to prepare consolidated financial statements for each financial period which give a true and fair view of the financial position of the Group as at the end of the financial period and of the profit or loss for that year. In preparing these, the directors are required to:
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable the directors to ensure that the financial statements comply with the Companies Act (Cap. 386) enacted in Malta. This responsibility includes designing, implementing and maintaining such internal control as the directors determine what is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement by the directors on the consolidated financial statements
Pursuant to Capital Markets Rule 5.68, we, the undersigned, declare that to the best of our knowledge, the consolidated financial statements included in the annual report are prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group, and that this report includes a fair review of the development and performance of the business and position of the Group, together with a description of the principal risks and uncertainties that it faces.
Auditor
The auditor Grant Thornton Malta have expressed their willingness to hold office and a resolution proposing their re-appointment will be put before the members at the annual general meeting.
Signed on behalf of the Board of Directors on 29 April 2025 by Mr. Dino Fino (Executive Director) and Mr. Benjamin Muscat (Chairman and Non-Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Registered address: Dino Fino Home + Contract, Msida Valley Road, Birkirkara, BKR 9025 Malta
Corporate Governance - Statement of ComplianceFor the year ended 31 December 2024
Pursuant to Capital Markets Rules 5.94 and 5.97 issued by the Malta Financial Services Authority (the ‘Rules’), the Group should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Rules (the ‘Code’), and accordingly, is hereby reporting on the extent of its adoption of the Code for the year ended 31 December 2024.
The Group became subject to the Rules when its bonds were admitted to listing and subsequent trading on the Malta Stock Exchange, accordingly, this report covers the year ended 31 December 2024.
The Group acknowledges that although the Code does not dictate or prescribe mandatory rules, compliance with the principles of good corporate governance recommended in the Code is in the best interests of the Group, its shareholders, bondholders and other stakeholders, and that compliance with the Code, is not only expected by investors but also evidences the directors’ and the Group’s commitment to maintaining a high standard of good governance.
The Group has only issued debt securities which have been admitted to trading on the Malta Stock Exchange, and accordingly, in terms of Rule 5.101, is exempt from reporting on the matters prescribed in Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.7 in this corporate governance statement (the ‘Statement’). It is in the light of this exemption afforded to the Group by virtue of Rule 5.101, that the directors of the Group are herein reporting on the corporate governance of the Group.
The Group confirms that it has complied with all applicable provisions of the Capital Markets Rules 5.94 and 5.97 during the financial year ended 31 December 2024, in accordance with the following:
The Board
The Board is responsible for setting the Group's strategy and overseeing the Group's consolidated financial statements and annual report. The Board carries out these duties in a way that ensures effective supervision of the Group's operations and protects the interests of stakeholders, including bondholders. During the financial year under review, the directors have provided strong leadership in the direction of the Group and fulfilled their responsibilities with honesty, competence, and integrity. Individually and collectively, the directors possess the necessary skills and experience to contribute effectively to the Group's decision-making processes and the implementation of its strategy and policies. The Board is well-informed of the statutory and regulatory requirements relevant to the Group's business. The Board is accountable to shareholders and other stakeholders for its own performance and that of its delegates.
The Chief Executive Officer (CEO) is a member of the Board, which allows the Board to be given direct information regarding the Group's performance and business activities.
The Group's Chairperson and Chief Executive Officer
The Group has separated the roles of Chairman and CEO, with each role being performed by different individuals. The Chairman's responsibility is to lead the Board and set its agenda. The Chairman ensures that the Board's discussions on any issue are comprehensive and that all Directors' opinions are considered, with decisions based on sufficient and timely information. In addition, the Chairman oversees the CEO's development of a strategy for subsequent approval by the Board.
Board composition
The Board is comprised of three (3) non-executive directors and two (2) executive directors, which is within the maximum limit of seven (7) permitted by the Group's Memorandum of Association. Two of these non-executive directors are independent from the Group. The Board has the responsibility for the Group's overall long-term strategy, as well as the general policies of the Group and its subsidiaries, including Dino Fino Operations Limited and Dino Fino Holdings Ltd. The Board is also responsible for monitoring the Group's control systems and financial reporting and communicating effectively with the market when necessary. The appointment procedures for directors are clearly outlined in the Group's Articles of Association.
Board responsibilities
The Board recognises its legal obligation to manage and administer the Group. In fulfilling this obligation and acting as stewards of the Group, the Board takes responsibility for the Group's strategies and decisions regarding the issuance, servicing, and redemption of its outstanding bonds, as well as ensuring that its operations comply with its commitments to bondholders, shareholders, and all applicable laws and regulations. The Board is also accountable for ensuring that the Group establishes and implements efficient internal control and management information systems, as well as effective communication with the market.
Board meetings
The directors convene on a regular basis to evaluate the Group's financial performance and overall strategy. The Group secretary provides notice of the meetings to the Board members, along with an agenda circulated in advance of the meeting. During the Board meetings, minutes are produced to record attendance, and any resolutions passed. The Chairman guarantees that all relevant issues are included in the agenda, supported by all available information, and encourages the presentation of views related to the matter at hand. All directors are given the opportunity to contribute to the relevant issues on the agenda. The agenda for the meeting strives to achieve a balance between addressing long-term strategic goals and short-term performance issues.
Information and professional development
The Board ensures that each director is informed about the Group's continuous obligations in accordance with the Companies Act (Cap. 386 of the Laws of Malta) and the Rules. To facilitate this, the Group secretary, who is responsible for maintaining compliance with Board procedures and promoting effective communication within the Board and the Audit Committee, and the Corporate Advisor, who is responsible for ensuring compliance with the Group's ongoing obligations as set out in the Rules, provide guidance and assistance to the directors.
Committees
The Board of Directors established an Audit Committee that has the role of overseeing the Board's professional growth, assessing its performance, and handling conflicts of interest. In addition, conflicts of interest are managed according to the provisions of the Group's Articles of Association.
Relations with bondholders and the market
The Group's Annual General Meeting is responsible for proposing and approving various matters in accordance with the Act, such as the Annual Report and Consolidated Financial Statements, the election of directors and approval of their fees, the appointment of auditors, and authorisation of their fees, as well as other special business. In compliance with the Rules, the Group made several announcements during the financial year under review to keep bondholders and the market informed.
Conflicts of interest
It is the duty of the directors to always act in the best interest of the Group and its shareholders and investors. In the event of any actual, potential, or perceived conflict of interest, the director must declare it immediately to the other Board members and the Audit Committee, who will determine if such a conflict exists. The Audit Committee is responsible for ensuring that any potential conflicts of interest are resolved in the best interests of the Group. The directors are regularly reminded of their obligations with regards to dealing in securities of the Group within the parameters of the law and subsidiary legislation and Rules. During the financial year in review, the directors disclosed any private interests or duties that were unrelated to the Group. It has been ensured that these do not create any conflicts of interests or duties towards the Group.
Corporate Social Responsibility
The Group aims to follow ethical principles in its management practices and is dedicated to improving the well-being of all stakeholders of the Group through Corporate Social Responsibility. The Board acknowledges its accountability to the community and the environment in which it operates. The Group also recognizes the importance of preserving the environment and consistently revises its policies to promote environmental stewardship, social responsibility, and accountability.
Non-compliance with the Code
Evaluation of the Board's Performance
The Code suggests the appointment of a committee led by a non-executive director to evaluate the performance of the Board. However, the Board does not view it as essential to establish such a committee, as the performance of the Board is continuously monitored by the Group's shareholder.
Remuneration Committee
The Code advises that the Board should create a policy for the remuneration of directors and senior executives, as well as formal and transparent procedures for developing the policy and setting individual remuneration packages. However, based on the size and nature of the Group's operations, the Board does not see the need for a separate remuneration committee. Instead, the Board assumes the responsibilities of the remuneration committee outlined in Principle Eight A of the Code, as the remuneration of directors is not based on performance.
The shareholders in a general meeting have the authority to approve the maximum annual aggregate emoluments that can be paid to the Directors, in accordance with the Group's Memorandum and Articles of Association.
The remuneration paid to directors is a fixed amount per annum and does not comprise any variable component linked to profit sharing, share options, or pension benefits. The directors are employed with the Group. Total fees of €131,469 were paid to directors during the year under review.
Nomination Committee
The Code suggests that a formal and transparent procedure should be in place for the appointment of new directors to the Board, which ensures sufficient information on the candidates' personal and professional qualifications. However, considering the Group's size and nature of operations, the Board believes that a nomination committee is not required.
Institutional Shareholders
The Group does not have any institutional shareholders.
Signed on behalf of the Board of Directors on 29 April 2025 by Mr. Dino Fino (Executive Director) and Mr. Benjamin Muscat (Chairman and Non-Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
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The accompanying notes are an integral part of these consolidated financial statements. |
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Signed on behalf of the Board of Directors on 29 April 2025 by Mr. Dino Fino (Executive Director) and Mr. Benjamin Muscat (Chairman and Non-Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. |
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Propertyplantandequipment
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The building that is located in Dino Fino Home + Contract, Msida Valley Road, Birkirkara BKR 9025, Malta is held under a security trust fund, as a guarantee in favour of bondholders until such time that these are repaid in accordance with the Company Admission Document.
The building was revaluated by an independent valuer on 31 December 2024, on an open market existing use basis that reflects recent transactions for similar buildings. As such, the fair value measurement of the building is categorized as level 2 in the fair value hierarchy. The carrying amount of the building that would have been included in the financial statements had these assets been carried under the cost model is €4,978,100 at 31 December 2024. This was the first instance of application of the revaluation model, since the Group changed its subsequent measurement policy for buildings from the cost model to the revaluation model, treated prospectively (as a revaluation under IAS 16 ‘Property, Plant and Equipment’) in line with IAS 8 ‘Accounting Policies, Changes In Accounting Estimates And Errors’.
6. Intangible assets
The intangible asset of the Group pertains to the brand and intellectual property.
7. Deferred tax assets
The movement in the deferred tax asset is as follows:
8. Leases
8.1 Right-of-use assets
8.2 Lease liabilities
Lease liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate as at lease commencement date. The incremental borrowing rate reflects the rate of interest, that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
Lease liabilities are presented in the statement of financial position of the Group as follows:
Future minimum lease payments as 31 December were as follows:
8.3 Depreciation on right-of-use assets and interest expense
Depreciation on right-of-use-assets and interest expense
At 31 December 2024 and 2023, the Group did not have short-term leases or leases of low value assets.
The total cash outflow in respect of leases during the year 2024 amounted to €120,400 (2023: €112,028).
9. Trade and other receivables
Amount owed by related parties are unsecured, interest-free and repayable on demand.
The net carrying values of financial assets are considered a reasonable confirmation of fair value.
10. Inventories
11. Cash and cash equivalents
12. Borrowings
The borrowings of the Group are as follows:
The carrying amount of borrowings is considered to be a reasonable approximation of fair value.
Bank loans are secured by a first general hypotec for €600,000 over the present and future assets of the Group and by pledges on cash held in savings account with FCM Bank for €60,000.
13. Share capital
Issued:
Ordinary A shares are entitled to one vote at a general meeting and are entitled to receive dividend distributions. Ordinary B shares do not carry voting rights and has no right to receive dividends nor is entitled to any assets upon dissolution or winding up of the Group.
14. Debt securities in issue
On 19 November 2021, the Company issued 780,000 secured bonds with a nominal value of €100 per bond. The bonds are redeemable at their nominal value on 19 November 2033.
Interest
Interest on the 4.75% Secured Bonds 2033 is payable annually in arrears, on 19 November of each year.
Security
The Bonds shall constitute the general, direct and unconditional obligations of the Issuer to the Bondholders. It is secured by a special hypothec granting the Security Trustee (for the benefit of the bondholders) a right of preference and priority for repayment over the Hypothecated Property as disclosed in note 5.
Guarantor
The bond is guaranteed by the company's subsidiary, Dino Fino Operations Limited, a private limited liability company registered under the laws of Malta with company registration number C 81069 and having its registered office situated at Dino Fino Home + Contract, Msida Valley Road, Birkirkara, BKR 9025, Malta.
The Guarantor, as primary obligor, jointly and severally with the Issuer, unconditionally and irrevocably guarantees to the Security Trustee (for the benefit of the Bondholders) that if for any reason the Issuer fails to pay any Indebtedness as and when due, the Guarantor will, on first demand in writing made by the Security Trustee to the Guarantor, pay that sum to the Bondholders or to the Security Trustee for (the benefit of the Bondholders).
15. Trade and other payables
The carrying values of financial liabilities are considered to be a reasonable approximation of fair value.
Amounts owed by related parties are unsecured, interest-free and are repayable on demand.
16. Revenue
Revenue represents the amounts receivable for sale of goods and services rendered, net of any indirect taxes, as follows:
17. Cost of sales
18. Other direct costs
19. Staff costs
19.1 Directors’ remuneration
The average number of persons employed during the year:
19.2 Staff salaries and wages
20. Net finance costs
21. Taxation
Income tax credit is composed of the following:
22. Financial risk management
22.1 Capital risk management
The capital structure of the Group consists of equity attributable to equity holders, comprising issued share capital, shareholder’s contribution, revaluation reserve and retained earnings as disclosed in the statement of consolidated changes in equity.
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.
22.2 Financial instruments risk
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in note 22.6. The main types of risks are credit risk, liquidity risk and interest rate risk.
The Group’s risk management is coordinated by the directors and focuses on actively securing the Group’s short to medium term cash flows by minimising the exposure to financial risk.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risk to which the Group is exposed are described below.
22.3 Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
The Group continuously monitors defaults of counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties.
The Group’s management considers that all of the above financial assets that are not impaired or past due for the reporting period under review are of good credit quality.
In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
22.4 Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs through yearly cash flow forecasts by carefully monitoring expected cash inflows and outflows on a monthly basis. The Group’s liquidity risk is not deemed to be significant in view of the matching of cash inflows and outflows arising from expected maturities of financial instruments, as well as the Group’s committed borrowing facilities that it can access to meet liquidity needs.
As at 31 December 2024, the non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:
22.5 Market risk
22.5.1 Foreign currency risk
The Group transacts business mainly in euro. Exposure to currency exchange rates arise from the Group’s sale and purchase of foreign currency to/from customers. However, foreign currency denominated financial assets and liabilities at the end of the financial reporting date under review are deemed negligible.
Accordingly, the Group’s exposure to foreign exchange risk is not significant and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the reporting date is deemed not necessary.
22.5.2 Interest rate risk
The Group’s exposure to interest rate risk is limited to the variable interest rate of bank borrowings. Based on observation of current market conditions, management considers a change of +/- 100 basis points to be reasonably possible. The calculations are based on the Group’s financial instruments held at the end of the reporting period. All other variables are held constant. Consequently, the potential impact of such a shift in interest rates with effect from the beginning of the year on the net results for the reporting period presented is considered immaterial.
22.6 Summary of financial assets and financial liabilities by category
The carrying amounts of the Group’s financial assets and financial liabilities as recognised at the reporting date of the reporting year under review may also be categorised as follows.
23. Shareholder’s loan
The shareholder's loan is payable to the parent company, Dino Fino Group Ltd. The loan is unsecured, interest free and is repayable exclusively at the option of the Group.
24. Ultimate controlling party
The company’s parent company, Dino Fino Group Ltd, is ultimately controlled by Mr. Dino Fino, who owns 100% of the parent company’s issued share capital.
25. Events after the reporting date
No adjusting or significant non-adjusting events have occurred between the end of the reporting year and the date of authorisation by the directors. |
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Fort Business Centre, Level 2 Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD1050 Malta T +356 20931000 |
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Independent auditor’s report
To the shareholders of Dino Fino Finance P.L.C.
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements Dino Fino Finance P.L.C. and its subsidiaries (the “Group”), which comprise the consolidated statement financial position as at 31 December 2024, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a material accounting policies information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) , and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “Act”).
Our opinion is consistent with our additional report to the audit committee.
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 are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the consolidated financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In conducting our audit we have remained independent of the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. We have also not provided any non-audit services to the Group during the year ended 31 December 2024.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We summarise below the key audit matters, together with our response by way of the audit procedures we performed to address those matters in our audit.
Impairment testing of Goodwill in the consolidated financial statements
Key audit matter
Goodwill with a carrying amount of € 2.7 million as at 31 December 2024 is included in the Group’s statement of financial position at that date.
Management is required to perform an assessment at least annually to establish whether goodwill should continue to be recognised, or if any impairment is required. The assessment was performed at the lowest level at which the Group could allocate and assess goodwill, which is referred to as a cash generating unit (‘CGU’).
The impairment assessment was based on the calculation of a value-in-use the CGU. This calculation was based on estimated future cash flows for the CGU, including assumptions concerning revenue growth, profit margins, weighted average cost of capital and effective tax rates. Management’s assessment of goodwill indicated an impairment of € 342,347 which has been charged to the income statement (refer to note 4).
Estimating future profitability requires the directors to apply significant judgements which include estimating future taxable profits, long term growth and discount rates. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires judgement.
We focused on this area because of the significance of the amount of goodwill which is recognised at statement of financial position date. Moreover, the director’s assessment process is complex and highly judgemental and is based on assumptions which are affected by expected future market or economic conditions.
How the key audit matter was addressed in our audit
We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of the director’s forecasts and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable.
We communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. We also assessed the adequacy of the disclosures made in the note 4 of the consolidated financial statements relating to goodwill including those regarding the key assumptions used in assessing its carrying amount. Those disclosures specifically explain that the directors have assessed the carrying amount of goodwill as at 31 December 2024 and determined that it is impaired by € 342,347.
We have no key observations to report, specific to this matter.
Valuation of intangible assets in the consolidated financial statements
Key audit matter
The Group’s intangible assets having a carrying amount of € 1.69 million as at 31 December 2024 comprise the Intellectual Property and Brand. Details about this asset are given in note 6 of these financial statements. Management determined the fair values of these assets through internal assessments made by the directors by reference to external independent valuations made in previous year. The carrying value of intangible assets was significant in our audit because the amounts are material to the financial statements of the Group.
How the key audit matter was addressed in our audit
We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of the director’s forecasts and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable.
We also assessed the adequacy of the disclosures made in the note 2.10 of the consolidated financial statements relating to intangible assets including those regarding the key assumptions used in assessing their carrying amount. Those disclosures specifically explain that the directors have assessed the carrying amount of intangible assets as at 31 December 2024 to be recoverable and there is no impairment in the value of the intangible assets.
We have no key observations to report, specific to this matter.
Other information
The directors are responsible for the other information. The other information comprises (i) the Directors’ Report and (ii) Corporate Governance – Statement of Compliance which we obtained prior to the date of this auditor’s report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information, including the Directors’ report.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
With respect to the directors’ report, we also considered whether the directors’ report includes the disclosures required by Article 177 of the Act.
Based on the work we have performed, in our opinion the information given in the directors’ report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements, and the directors’ report has been prepared in accordance with the Act.
In addition, in light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard.
Responsibilities of the directors those charged with governance for the financial statements
The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and are properly prepared in accordance with the provisions of the Companies Act, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating 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 Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.
As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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 the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated 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 benefit of such communication.
Reports 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 Report and Consolidated Financial Statements of Dino Fino Finance p.l.c. for the year ended 31 December 2024, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
Opinion
In our opinion, the Report and Consolidated Financial Statements for the year ended 31 December 2024 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.
The Capital Market Rules also require us, as the auditor of the Group, to include a report on the Statement of Compliance prepared by the directors.
We read the Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the consolidated financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance with the Code of Principles of Good Corporate Governance cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
In our opinion, the Corporate governance statement has been properly prepared in accordance with the requirements of the Capital Market Rules.
Other matters on which we are required to report by exception
We also have responsibilities
We have nothing to report to you in respect of these responsibilities.
Auditor tenure
We were first appointed as auditors of the company on its incorporation on 23 August 2021 and therefore this is the third period of appointment.
The engagement Principal on the audit resulting in this independent auditor’s report is Mark Bugeja.
GRANT THORNTON Fort Business Centre Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD 1050 Malta
Mark Bugeja Principal
29 April 2025 |
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