A Member of Eden Leisure Group Limited Company No. C-26843 | ||||||||||||||||||
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Report and Financial Statements for the year ended 31 December 2024 | ||||||||||||||||||
CONTENTS ____________________________________________________________________________________________ REPORT OF THE DIRECTORS STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION STATEMENT OF CHANGES IN EQUITY STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT | ||||||||||||||||||
REPORT OF THE DIRECTORS ____________________________________________________________________________________________ Directors' Report The Directors present their report, together with the audited financial statements of the Company for the financial year ended Principal Activity Review of Business Development During the year, the Company registered a profit before taxation amounting to €2,793 (2023: €1,240) the profit for the year after taxation amounted to €2,078 (2023: €800). During the financial year 2017, the Company successfully issued a €40,000,000 4% bond, the proceeds of which were used to redeem the remaining maturing bonds of 6.6% 139,840 with a nominal value of €100 each bond. The remaining proceeds were loaned to the parent company which were in turn used to repay bank facilities and to part finance various redevelopment and refurbishment works. During the financial year, interest income earned on advances to the parent company, Eden Leisure Group Limited totalled €1,680,000 (2023: €1,680,000), while interest payable to the bondholders amounted to €1,600,000 (2023: €1,600,000). Results and Dividends The results for the year are presented in the statement of profit or loss and other comprehensive income. The directors do not recommend the payment of a dividend and propose to transfer the profit for the year to reserves. Group Results The Group reported revenues of €45.6 million, consistent with the prior year. Group EBITDA reached €21.8 million, boosted by a one-time €10.7 million transaction from the sale of intellectual property and a capital expenditure grant relating to the early termination of the lease for 46 self-catering apartments adjacent to InterContinental Malta. Profit before tax for the year amounted to €16.0 million. The Group's cash reserves remained strong, with cash generated from operations reaching €13.4 million (2023: €12.4 million). Statement pursuant to Capital Markets Rule 5.68 issued by the Malta Financial Services Authority We confirm that to the best of our knowledge: The financial statements give a true and fair view of the financial position of the Company as at 31st December 2024, and of its financial performance and its cashflows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. The annual report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company and the Guarantor face. Directors Mr. Ian De Cesare (Chairman) Mr. Kevin De Cesare (Chief Executive Officer) Mr. Simon De Cesare Mr. David Vella Dr. Andrea Gera de Petri Testaferrata Mr. Paul Mercieca Mr. Victor Spiteri Company Secretary Dr. David Zahra In accordance with the Company's articles of association, all remaining directors retire from the board and are eligible for re-election. Statement pursuant to Capital Markets Rule 5.64 issued by the Malta Financial Services Authority We confirm that direct shareholdings of the Company are as follows:
Indirect shareholdings of the Company through the shares held in Eden Leisure Group Limited are as follows:
The directors confirm that as at 31st December 2024, there were no holders of the 4% Eden Finance plc debt securities who have special control rights and that there were no restrictions or limitations on voting rights. No disclosures are being made pursuant to Capital Markets Rules 5.64.10 and 5.64.11 as these are not applicable to the Company. Going concern As required by Capital Markets Rule 5.62 issued by the Malta Financial Services Authority, the Directors confirm that, having reviewed the Company's and the Group's operational budgets and cash flow forecasts for 2024, and as described in the notes to the financial statements 2.1.2, that the Group and the Company have adequate resources to continue in operation and existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements. Principal risks and uncertainties faced by the company The Company is essentially a special purpose vehicle set up for financial transactions of Eden Leisure Group of Companies. The Company's revenue is derived from interest charges to its parent company, therefore the Company is heavily dependent on the Eden Leisure Group. Post balance sheet events There were no events after year-end which would require adjustment or disclosure in the annual financial statements of the Company. Contracts of significance with the parent company The Company has advanced amounts borrowed by way of bonds listed on the Malta Stock Exchange to its parent company, Eden Leisure Group Limited. The terms of the relevant agreement are set out in the Company's financial statements. The Group is exposed to various risks arising through the use of financial instruments including market risk, credit risk and liquidity risk, which result from both its operating activities and investing activities. The most significant financial risks as well as an explanation of the risk management policies employed by the Group are included in the Group's financial statements. Statement of Directors' Responsibilities Company law requires the directors to prepare financial statements for each financial year end which give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year. In preparing these the directors are required to:
The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the company and which enable the directors to ensure that the financial statements comply with the Companies Act (Chap. 386), enacted in Malta. This responsibility includes designing, implementing and maintaining internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The financial statements of Eden Finance p.l.c. for the year ended 31 December 2024 are included in the Annual Report 2024, which is published and made available on the parent company's website. The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of the website. Access to information published on the parent 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. Auditors The Company after carrying out a tender process overseen by the Audit Committee appointed Forvis Mazars as the company's external auditors starting from the financial statements ending 31st December 2024. The auditors, Forvis Mazars have indicated their willingness to continue in office and a resolution for their reappointment will be proposed at the annual general meeting. Signed on behalf of the Board of Directors on 29 April 2025 by Mr. Ian De Cesare (Chairman and Director) and Mr. Kevin De Cesare (Chief Executive Officer and Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement. Registered office: Eden Place, Saint Augustine Street, St. George's Bay, San Giljan. | ||||||||||||||||||
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STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE ____________________________________________________________________________________________ Eden Finance p.l.c. (the "Company" or "Issuer") is committed to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules (the "Code"). In terms of Capital Markets Rule 5.94, the Company hereby reports on the extent of its adoption of the principles of the Code for the financial year being reported upon. The Board of Directors of the Company (the "Board") resolved to adopt the Code. The Company . has been in compliance with the Code, except where, given circumstances, the implementations of specific recommendations were not deemed to be applicable because of the inherent non-operational function of the Company. The Company acts as a finance company to Eden Leisure Group Limited (the "Guarantor" or "Parent Company") and as such has minimal operations emanating from this task. Its primary function is the lending and monitoring of the proceeds of bonds issued to the public to its Parent Company. The Company has no employees other than the directors and the company secretary. The Board recognises that in line with Capital Markets Rules 5.101, the Company is exempt from making available the information set out in Capital Markets Rules 5.97.1 to 5.97.3; 5.97.6 and 5.97.8. Principle 1: The Board The Board is responsible for the Company's affairs, in particular in giving direction to the Company and being actively involved in overseeing the systems of control and financial reporting, whilst effectively striking a balance between enterprise and control. The Board has discussed the Code and all directors are aware of their responsibilities as such. The Memorandum and Articles of Association of the Company set out the procedures to be followed in the appointment of directors to the Board in a very extensive manner. Shareholders, having voting rights and owning no less than 20% of the issued share capital of the Company, are entitled to appoint one director for every such 20% shareholding in the Company. Appointed directors hold office for a period of one year on the lapse of which period, they are eligible for re-election. Principle 2: Chairman and Chief Executive Officer The role of Chairman is carried out by Mr. Ian De Cesare and the role of Chief Executive Officer is carried out by Mr. Kevin De Cesare. The Chairman is responsible to:
Principle 3: Composition of the Board The Board consists of three Executive Directors and four Non-Executive Directors: Chairman Mr. Ian De Cesare Executive Directors Mr. Kevin De Cesare (Chief Executive Officer) Mr. Simon De Cesare Mr. David Vella Non-Executive Directors Mr. Paul Mercieca Dr. Andrea Gera de Petri Mr. Victor Spiteri Company Secretary Dr. David Zahra Mr. Paul Mercieca and Mr. Victor Spiteri are considered to be independent from the Company and any related company within the meaning provided by the Code. Each non-executive director has submitted a declaration to the Board declaring their independence as stipulated under the Code Provision 3.4. The present mix of Executive and Non-executive directors is considered to create a healthy balance and serves to unite all shareholders' interests, whilst providing direction to the Company's management to help maintain a sustainable organisation. Directors are appointed to the Board during the Company's Annual General Meeting for a period 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 in the appointment of directors. Principle 4: The Responsibilities of the Board The Board acknowledges its statutory mandate to conduct the administration and management of the Company. The Board, in fulfilling this mandate and discharging its duty of stewardship of the Company, assumes responsibility for the Company's strategy and decisions with respect to the issue, servicing and redemption of its bonds in issue, and for monitoring that its operations are in conformity with its commitments towards bondholders, shareholders, and all relevant laws and regulations. The Board is also responsible for ensuring that the Company establishes and operates effective internal control and management information systems and that it communicates effectively with the market. The executive officers of Eden Leisure Group Limited may be asked to attend Board meetings or general meetings of the Company, although they do not have the right to vote there, until such time as they are also appointed to the Board. The directors may entrust to and confer upon the executive officers any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers. In fulfilling its mandate, the Board:
The Board does not feel the need to establish and implement a succession plan for senior management considering its existing organizational structure. Principle 5: Board Meetings The Board meets as required to discharge its duties effectively and discuss policy decisions and to discuss the operations of its Parent Company. The Board is notified, in accordance with the Articles of Association of the Company, of forthcoming meetings by the company secretary with the issue of an agenda and supporting board papers, which are circulated in advance of the meeting. Minutes are taken during board meetings, recording faithfully attendance, and resolutions taken at the meeting. After the meetings, minutes are circulated to the Board. The Chairman ensures that all relevant issues on the agenda are supported by all available information, whilst encouraging the presentation of views pertinent to the subject matter and giving all directors every opportunity to contribute to relevant issues on the agenda. The agenda seeks to achieve a balance between long-term strategic and short-term performance issues. The following directors attended meetings as follows: Mr. Ian De Cesare (Chairman) - 3 meetings Mr. Kevin De Cesare (Chief Executive Office) - 3 meetings Mr. Simon De Cesare - Director - 3 meetings Mr. David Vella - Director - 3 meetings Mr. Paul Mercieca - Non-executive Director - 3 meetings Dr. Andrea Gera de Petri Testaferrata - Non-executive Director - 3 meeting Mr. Victor Spiteri - Non-executive Director - 3 meetings
Principle 6: Information and professional development Under the present circumstances, full adherence by the Issuer with the provisions of Principle 6 of the Code is not deemed necessary considering the size, nature and operations of the Issuer. The Issuer does not feel the need to establish and implement a succession plan for senior management considering its existing organizational structure. The Board will maintain the existing arrangement and review continuously to ensure that it meets the changing demands of the business and to strengthen the checks and balances necessary for better corporate governance. With the exception of the above, the Company adheres to the provisions of Principle 6 of the Code. Principle 7: Evaluation of the Board's performance The current composition of the Board allows for a cross-section of skills and experience and achieves the appropriate balance required for it to function effectively. Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role. Principle 8: Committees Audit Committee In accordance with Capital Markets Rules 5.117 to 5.134A,the Company established an Audit Committee. The terms of reference of the Audit Committee have been formally set out in a separate charter. The Committee's primary objective is to assist the Board in fulfilling the oversight responsibilities over the financial reporting processes, financial policies and internal control structure. The Committee oversees the conduct of the external audit and acts to facilitate communication between the Board, management and the external auditors' team. The external auditors are invited to attend the Audit Committee meetings. The Audit Committee reports directly to the Boards. The terms of reference of the Audit Committee include providing support to the Board and the board of directors of the Guarantor in its responsibilities in dealing with issues of risk, control and governance, and the associated assurance. The Board has set formal terms of establishment and the terms of reference of the Audit Committee which set out its composition, role and function, the parameters of its remit as well as the basis for the processes that it is required to comply with. Briefly, the Committee is expected to deal with and advise the Board on the following matters on a group-wide basis:
In addition, the Audit Committee also has the role and function of evaluating any proposed transaction to be entered into by the Company or the Guarantor and a related party, to ensure that the execution of any such transaction is at arm's length, on a commercial basis and ultimately in the best interest of the Company or Guarantor as the case may be. The Audit Committee is composed of three Non-Executive Directors. The following directors sit on the committee:
The Audit Committee pursuant to its terms of reference has been appointed to, and additionally has a remit that covers the Guarantor, apart from the Issuer. During the financial year ended 31 December 2024 the Committee met on 4 occasions. Remuneration Committee Due to the nature of the Company's restricted operational functions, the Board does not consider it necessary to set up a remuneration committee. The Board members received in aggregate €24,000 for services rendered during 2024. This remuneration has been approved by the Board. The Board has resolved to disclose these fees in aggregate rather than as separate figures for each Board member as recommended by the Code. Principle 9: Commitment to Maintain an Informed Market The Company communicates with bondholders by way of the Annual Report and Financial Statements. The Company also communicates with bondholders via company announcements made through the Malta Stock Exchange as well as by entertaining queries and requests made by individual bondholders on an ad hoc basis. The Board has gone further in requesting that the Guarantor's board of directors meet with financial intermediaries and institutional investors on an annual basis to update them on its performance thereby giving significant details on the prospects of the Company as a "going concern" as well as offering information that they can make their buying decisions on. The Board has also continued to implement the annual investor relations programme, which aims at giving bond holders rewards to be used within the Company to foster loyalty. Principle 10: Institutional Shareholders The Company has no institutional shareholders. Principle 11: Conflicts of Interest The Board always acts in the interest of the Company and its shareholders. If any Board member has a private interest or duty unrelated to the Company which would be likely to place him in conflict with any interests in, or duties towards, the Company, then he must disclose such conflict to the Board and shall not be allowed to vote on the matter. No such instances were noted during the financial year under review. Principle 12: Corporate Social Responsibility The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management practices and is committed to enhance the quality of life of all stakeholders and of the employees of the Company. In carrying on its business the Company is fully aware and at the forefront to preserving the environment, promoting healthy lifestyles and supporting charitable causes, and continuously reviews its policies aimed at achieving these goals. Internal Control System The Company's internal control system is designed to ensure, as much as possible, transparency, independence and segregation of duties. The process is also designed to ensure reliable financial reporting, effective and efficient operations and compliance with applicable laws and regulations. Whilst the Board is responsible for an effective internal control system, it relies on its effectiveness on the Group's financial controller and the audit committee. The Group's management is responsible for the identification and evaluation of key risks applicable to their respective areas of business. Through these channels, the Board has reasonable assurance that risk factors are managed properly and that material misstatements in the financial statements are not likely to occur. Risk Management The objective of the risk management function of the Company is to minimise the cost of risk and to maximise return on assets. The Company endeavours to achieve this objective through a procedure that involves a co-ordinated approach across the operations of the Group, designed to identify and measure potential risks. Appropriate action is taken to mitigate these risks. In order to manage the above-mentioned risks, quarterly risk management reports are compiled by the financial controller and presented to the audit committee. These periodic reports comment on areas likely to have elements of risk, highlighting any weaknesses or possible threats. The audit committee makes recommendations, as necessary, to the Board. Dealings by Directors and Senior Officers in the Company's Bonds Conscious of its responsibility for monitoring dealings by directors and senior officers in the Company's bonds, the Board approved a code of conduct for the transactions by directors and senior officers in compliance with the Capital Markets Rules. The structured code of dealing which includes names of directors and senior officials who must comply with such code has been filed with the Malta Financial Services Authority. The information as provided above is a fair summary of the Company's adoption of the Code. Overall, the Company has broadly implemented the Code where the Board believes that it would add value to the stakeholders. In certain areas, it was felt that the Code was more suited to companies who held equity on the exchange and therefore, its implementation would not be useful for a limited operating company like the Company. The Board will continue to monitor the Code in future years and will decide on an annual basis if the position stated above will apply. | ||||||||||||||||||
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024 ______________________________________________________________________________________________ | ||||
2024 | 2023 | |||
Notes | € | € | ||
Finance income | 4 | |||
Finance costs | 5 | ( | ( | |
Net interest income | ||||
Administrative expenses | 6 | ( | ( | |
Profit before taxation | ||||
Income tax charge | 7 | ( | ( | |
Profit for the year - total comprehensive income | ||||
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024 ______________________________________________________________________________________________ | |||
2024 | 2023 | ||
Notes | € | € | |
ASSETS | |||
Non-current assets | |||
Financial assets | 8 | ||
Deferred tax asset | 9 | ||
Current assets | |||
Financial assets | 8 | ||
Cash and cash equivalents | 14 | ||
Current tax asset | 12 | ||
Total Assets | |||
EQUITY AND LIABILITIES | |||||
Capital and reserves | |||||
Share capital | 13 | ||||
Retained earnings | |||||
Non-current liabilities | |||||
Borrowings | 10 | ||||
Current liabilities | |||||
Other payables | 11 | ||||
Borrowings | 10 | ||||
Total Liabilities | |||||
Total Equity and Liabilities | |||||
The financial statements were approved and authorised for issue by the Board of Directors on | |||||
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024 ______________________________________________________________________________________________ | |||||
Share Capital | Retained Earnings | Total | |
€ | € | € | |
Balance at 1 January 2023 | |||
Profit for the year - total comprehensive income | |||
Balance at 31 December 2023 | |||
Balance as at 1 January 2024 | |||
Profit for the year - total comprehensive income | |||
Balance at 31 December 2024 | |||
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024 ______________________________________________________________________________________________ |
2024 | 2023 | ||
Notes | € | € | |
Cash flows from operating activities | |||
Profit before taxation | |||
Adjustments for: | |||
Finance costs | 5 | ||
Finance income | 4 | ( | ( |
Operating loss before working capital movements | ( | ( | |
Movement in receivables/related company balances | 8 | ( | ( |
Movement in payables | 11 | ( | |
Income tax paid | 12 | ( | ( |
Net cash flows used in operating activities | ( | ( | |
Cash flows from investing activities | |||
Interest received | 4 | ||
Net cash flows generated from investing activities | |||
Cash flows from financing activities | |||
Interest paid to bond holders | 5 | ( | ( |
Net cash flows used in financing activities | ( | ( | |
Net movement in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at the beginning of the year | |||
Cash and cash equivalents at the end of the year | 14 | ||
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 ____________________________________________________________________________________________ | ||||||||||||||||||||||||||||||||||||||
1. | Reporting Entity | |||||||||||||||||||||||||||||||||||||
2. | Basis of Preparation | |||||||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with International Financial Reporting Standards as adopted by the EU requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at balance sheet date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates (see Note 2.3 - Critical accounting estimates and judgments)
The accounting policies adopted are consistent with those of the previous financial period except as noted below. The adoption of the following standards effective from 1 January 2024 did not have any impact on the Company's financial statements:
Standards, interpretations and amendments to published standards as adopted by the EU that are not yet effective for periods beginning on 1 January 2024 Up to the date of the financial position, certain new relevant standards, amendments and interpretations to existing standards have been published but are not yet effective for the current reporting period and which the Company has not yet adopted. The following standards are not expected to have a material impact on the Company's financial position and performance:
The application of these standards is not expected to have a significant impact on the Company's financial statements. Standards, interpretations and amendments issued by the International Accounting Standards Board (IASB) but not yet adopted by the European Union Management are assessing the impact that the adoption of the following Financial Reporting Standards will have in the financial statements of the Company in the period of initial application:
The Directors are assessing the impact that the adoption of these Financial Reporting Standards will have in the financial statements of the Company in the period of initial application. | ||||||||||||||||||||||||||||||||||||||
2.2 | Going concern | |||||||||||||||||||||||||||||||||||||
The financial statements have been prepared the going concern basis. The directors consider that there are no material uncertainties which cast doubt on the ability to continue as a going concern. | ||||||||||||||||||||||||||||||||||||||
2.3 | Critical accounting estimates and judgements | |||||||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with IFRS's as adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Except as disclosed below, in the opinion of the directors, the accounting estimates and judgements made in the course of preparing these financial statements are not difficult to reach, subjective or complex to a degree which would warrant their description as significant and critical in terms of the requirements of IAS 1 (revised). Expected credit loss allowances on loans and advances The Directors have assessed the recoverability of loans receivable by reference to the cashflow projections of Eden Leisure Group Limited ('the Group') including planned inflows, outflows and available financing facilities with a focus on updates made to respond to the expected impacts of past events, current conditions and forecasts of economic conditions. The Directors have also considered the financial position and performance of the other related parties within the Group. | ||||||||||||||||||||||||||||||||||||||
3. | Material accounting policies | |||||||||||||||||||||||||||||||||||||
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied in the financial statements presented, unless otherwise stated. Financial instruments
The Company classifies financial assets at amortised cost if both of the following conditions are met:
Financial assets are initially recognised at fair value plus any directly attributable transaction costs and are subsequently classified and measured at amortised cost. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The EIR amortisation is included as interest income in the statement of profit or loss. The Company's debt instruments at amortised cost includes a loan to the Company's parent, investment in a related party's preference shares, other receivables and cash which are classified under this category. A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement.
The Company measures loss allowances at an amount equal to lifetime expected credit losses (ECLs), except for the following, which are measured at 12-month ECLs:
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 by performing ECL assessment.
Financial liabilities are recognised initially at fair value net of any directly attributable transaction costs. The Company's financial liabilities include debt securities in issue. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest ('EIR') method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as interest expense in the statement of profit or loss. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Other payables Other payables are classified with current liabilities and are stated at their nominal value unless the effect of discounting is material, in which case trade payables are measured at amortised cost using the effective interest method. Shares issued by the Company Ordinary shares issued by the Company are classified as equity instruments. Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at face value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand and deposits held at call with banks. Operating segments 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 considers the Company to constitute one reportable segment in view of its activities. Related parties Related parties are those persons or bodies of persons having relationships with the Company as defined in International Accounting Standard No. 24. Current and deferred tax The tax expense for the period comprises current income tax. 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, 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. | ||||||||||||||||||||||||||||||||||||||
4. | Interest income | |||||||||||||||||||||||||||||||||||||
The amounts recognised within this line item includes interest income recognised using the effective interest method on loans advanced the Company's parent. The effective interest rate on the instrument is 4.2%. | ||||||||||||||||||||||||||||||||||||||
5. | Finance cost | |||||||||||||||||||||||||||||||||||||
This amount represents interest expense on the debt securities in issue, as set out in note 10 to these financial statements. | ||||||||||||||||||||||||||||||||||||||
6. | Administrative expenses | |||||||||||||||||||||||||||||||||||||
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Auditor's fees Fees charged by the auditor for services rendered during the financial year ended 31 December 2024 and 2023 included in professional fees amounted to the following: |
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7. | Taxation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax has been provided for at the rate of 35% on the taxable income for the year.
The income tax expense for the year is calculated on the Company's taxable income at the rate of 35% applicable in Malta, the Company's country of incorporation.
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8. | Financial assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
i) Loan granted to parent company These represent the funds raised by the bond issue (note 10) in 2017 which have been advanced to Eden Leisure Group Limited at an annual interest rate of 4.2% per annum (2023: 4.2% p.a). The loan is unsecured. This loan represents a €40,000,000 4% bond, the proceeds of which were used to redeem the remaining maturing bonds of 6.6% 139,840 with a nominal value of €100 each bond. The remaining proceeds were loaned to the parent company. The loan will be repaid in full by 28 April 2027. Eden Leisure Group Limited, the guarantor in respect of the Company's bond issue has undertaken to pay all amounts of principal and interest that will become due and payable by the Company to bondholders under the bonds. These loans rank pari passu without any priority or preference within all other present and future unsecured and unsubordinated obligations of the parent company to which the loans have been advanced. The carrying amount of the loan is considered a reasonable approximation of their fair value. No loss allowance has been recognised as any such impairment would be insignificant (note 16.1). ii) Redeemable preference shares This investment represents 100% holding of the 5.5% redeemable preference shares of €2.329373 each within Eden Entertainment Limited, a commonly controlled entity. iii) Receivables owed by parent company These advances are interest free, unsecured and repayable on demand. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9. | Deferred taxation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35%.
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10. | Borrowings | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Following a company announcement made on 28 March 2017, Eden Finance p.l.c. issued an aggregate principal amount of €40 million Bonds (2027), having a nominal value of €100 each, bearing interest at 4.0%. These bonds are unsecured pursuant and subject to the terms and conditions in the prospectus dated 27th March 2017. Transaction costs directly related to the bond issuance were recharged and borne by the parent company, Eden Leisure Group. The proceeds from the bonds were transferred and receivable from the parent company as disclosed in Note 10. The quoted market price as at 31st December 2024 for the 4.0% Bonds (2027) was €100.50 (2023: €97.01). tThe fair value of the bonds amounts to €40,200,000 (2023: €38,804,000) as at the date of the statement of financial position and are classifiedwithin Level 1 of IFRS 13 fair value hierarchy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11. | Other payables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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12. | Current income tax asset/(liability) | |||||||||||||||||||||||||||||||||
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13. | Called up issued share capital | |||||||||||||||||||||||||||||||||
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14. | Cash and cash equivalents | |||||||||||||||||||||||||||||||||
Cash and cash equivalents included in the statement of cash flows comprise the following amounts in the statement of financial position:
The balances of cash and cash equivalents are available for use by the Company in their entirety. | ||||||||||||||||||||||||||||||||||
15. | Fair values of financial assets and financial liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2024 and 2023, the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short-term maturities of these assets and liabilities. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
16. | Financial risk management | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Overview The Company is exposed to various risks in relation to financial instruments. The main types of risks are credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives and policies and processes for measuring and managing risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
16.1 | Credit risk | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises primarily from the loan advanced to the parent company and accrued interest charges thereon, the investment in redeemable preference shares of a commonly controlled entity and cash and cash equivalents. The carrying amount of the financial assets, as disclosed in notes 8 represents the maximum credit exposure. The Board retains direct responsibility for affecting and monitoring the investments made by the Company. In view of the significant concentration of risk on its exposure to the loan with its parent entity, comprising 97% (2023: 97% of its financial assets), the Board monitors, on an on-going basis, the financial affairs of its parent and takes into account factors such as financial position, performance and cash flows. The Company takes cognisance of the related party relationship with these entities and management do not expect any losses from non-performance or default. Accordingly, credit risk with respect to these receivables is expected to be limited. Eden Leisure Group Limited is also the guarantor of the Company's bonds. Financial assets As disclosed above, the Company's main exposures are a loan to the Company's parent, representing the advance of the bonds raised by the Company, as well as an investment in redeemable preference shares of a commonly controlled entity.
The loan is unsecured and repayable by not later than 28 April 2027. The guarantor of the debt securities in issue is Eden Leisure Group Ltd. On a regular basis, the Company's management monitor intra-group credit exposures on a regular basis and ensure timely performance of these assets in the context of its overall liquidity management. On 31 December 2024, management has completed an analysis which considers both historical and forwardlooking qualitative and quantitative information, to determine if the loan receivable and the relevant interest receivable have low credit risk. In this analysis, management also considers factors that would demonstrate whether credit risk on the loan receivable has increased significantly since initial recognition. Management has furthermore prepared cash flow forecasts for the coming 10-year period and it expects that the parent company to whom the Company granted the loan will have sufficient cash throughout that period to meet all of its working capital and other obligations, including repayment of the interest on the loan receivable. Management does not expect there to be adverse changes in economic and business conditions over the same period which would reduce the ability of these related parties to repay the loan receivable. Consequently, management has determined that there are no indications that credit risk over the life of the loans receivable has increased significantly since initial recognition or is expected to increase significantly in the next 12 months. Thus, loans receivable have low credit risk and the loan receivable falls within 'stage 1' of IFRS 9's impairment model and 12-month expected credit losses can be calculated. Since the Group is not credit-rated, management has decided to use the probability of default ('PD') for lowest rating for an investment grade loan to assess whether a material impairment provision is required for the loan receivable and other related party transactions. Management used the 12-month PDs and also considered that even though the turbulences of the current macro-economy might impact the industry in which the parent company operates, the parent company has a sound financial position including excess cash and therefore the historical rates are broadly reflective of their future expectations of default rates. Forward-looking information are also taken into consideration by management in their analysis including forecasted economic conditions (such as GDP and inflation). Central Bank of Malta forecasts are captured in this analysis. Assuming a loss given default ('LGD') of 100% (that is, there are no collateral or other credit enhancement supporting the loan), applying this to the loans would result to an immaterial amount.
The company's debt investment - redeemable preference shares is considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months' expected losses. Management considered to be low credit risk as it has a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term. Cash and cash equivalents The Company's cash is placed with reputable financial institutions, such that management does not expect any institution to fail to meet repayments of amounts held in the name of the Company. In fact, the majority of the cash is held with a bank having a A-2 short term credit rating. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was insignificant. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
16.2 | Liquidity risk | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally debt securities in issue and trade and other payables disclosed in notes 10 and 11. Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meeting the Company's obligations. The Company forms part of Eden Leisure Group. The Company has advanced amounts borrowed by way of bonds to its parent company. This implies that the Company will receive settlement of interest receivable from the parent company in order to be able to meet its interest payable as they fall due. The Directors monitor liquidity risk by means of cash flow forecasts on the basis of expected cash flows over a twelve-month period, in order to ensure that adequate funding is in place in order for the Company to be in a position to meet its commitments as and when they will fall due. The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
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16.3 | Market risk | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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16.4 | Interest rate risk | |||||||||||||||||||||||||||||||||||||||||||||||||||||
In view of the nature of its activities, the Company's transactions mainly consist of earning interest income on the loan affected from the proceeds of the secured bonds issue and servicing its borrowings. The Company's principal interest-bearing financials instruments, which consist of a loan to a group undertaking and secured bonds issued to financial institutions and the general public, are subject to fixed interest rates. The Company's operating income and cash flows are substantially independent of changes in market interest rates and on this basis, the directors consider the potential impact on profit or loss of a defined interest rate shift that is reasonably possible at the end of the reporting period to be insignificant. The Company has secured a spread between the return on its investments and its cost of borrowings and these instruments have similar terms and maturity profiles as disclosed in Notes 8 and 10 to these financial statements. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
16.5 | Capital risk management | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance. The capital structure consists of items presented within equity in the statement of financial positions. The Company's directors manage the Company's capital structure and make adjustments to it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the Company balances its overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt. The Company's overall strategy remains unchanged from the prior year. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
17. | Reconciliation of liabilities arising from financing activities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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18. | Related parties | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Related party transactions are entered into on a commercial basis with entities which are related by way of common shareholders who are able to exercise significant influence over the Company's operations. The immediate and ultimate parent company of Eden Finance p.l.c. is Eden Leisure Group Limited, a company registered in Malta, with its registered address at Eden place, St. Augustine street, St.George's Bay, St Julians. Consolidated financial statements are prepared by Eden Leisure Group Limited and are available for public use on the company's website. Details of transactions between the Company and its other related parties are disclosed below. Transactions with parent company
Transactions with key management personnel
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19. | Subsequent events | |||||||||||||||||||||||||||||||||||||||||||||||||||||
There were no events after year-end which would require adjustment or disclosure in the annual financial statements of the Company. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Independent auditor's report To the Shareholders of Eden Finance plc Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Eden Finance plc (the Company), set out on pages 10 to 25, which comprise the statement of financial position as at 31 December 2024 and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU (EU IFRSs) and have been prepared in accordance with the requirements of the Companies Act (Cap. 386). 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 Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, 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. Recoverability of loans advanced to parent company Loans and receivables pertain to amounts advanced to parent company, Eden Leisure Group (ELG), amounting to €40,000,000 as at 31 December 2024 (2023: €40,000,000). Due to the significance of the balances of loans receivable from the parent company, and the dependency of the Company on the performance and recoverability of such loans receivable to meet its ongoing obligations, we have considered the recoverability of loans receivable as a key audit matter.
How the scope of our audit responded to the risk We have examined and agreed the balances and terms of the loans to the supporting loan agreements. We have also agreed the outstanding balances as at year-end with the parent company. The recoverability of the loans was ascertained by assessing the financial soundness of Eden Lesiure Group who is also the guarantor of the bonds issued by the company. To ascertain the recoverability of the loans, we referred to the latest available financial information of Eden Leisure Group including consolidated financial statements of the Group, cash flow projections and forecasts. Other Matter The financial statements of the Company for the year ended December 31, 2023, were audited by another auditor who expressed an unmodified opinion on those statements on 23 April 2024. Other Information The directors are responsible for the other information. The other information comprises the directors' report. Our opinion on the financial statements does not cover this information, including the directors' report. In connection with our audit of the financial statements, our responsibility is to read the other information 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.
With respect to the Directors' Report, we also considered whether the Directors' Report includes the disclosures required by Article 177 of the Maltese Companies Act (Cap. 386). Based on the work we have performed, in our opinion:
In addition, in light of the knowledge and understanding of the company 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. We have nothing to report in this regard. Responsibilities of the Directors The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with EU IFRS's, 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 has no realistic alternative but to do so. 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 judgment 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 the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, 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 Eden Finance plc 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 annual financial report and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS. Our responsibilities Our responsibility is to obtain reasonable assurance about whether the annual financial report and the relevant electronic tagging therein comply 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:
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 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 Listing Rules issued by the Malta Listing Authority require the directors to prepare and include in their annual report a Corporate Governance Statement 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 Listing Rules also require the auditor to include a report on the Corporate Governance Statement prepared by the directors. We read the Corporate Governance Statement and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the 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 Corporate Governance Statement 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 Corporate Governance Statement set out on page 4 to 9 has been properly prepared in accordance with the requirements of the Listing Rules issued by the Malta Listing Authority. Adequacy of explanations received and accounting records Under the Maltese Companies Act (Cap. 386) we are required to report to you if, in our opinion:
We have nothing to report to you in respect of these responsibilities. Use of audit report This report is made solely to the company's members as a body in accordance with the requirements of the Companies Act CAP386 of the laws of Malta. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in an auditor's report and for no other purpose. To the full extent permitted by law, we do not assume responsibility to anyone other than the company's members as a body for our audit work, for this report or for the opinions we have formed. Appointment We were appointed by the shareholders as auditors of Eden Finance plc on 17 January 2025, as for the year ended 31 December 2024. The total period of uninterrupted engagement is 1 year. Consistency with the additional report to those charged with Governance Our opinion on our audit of the financial statements is consistent with the additional report to the audit committee required to be issued by the Audit Regulation (as referred to in the Act); Non-audit services We have not provided any of the prohibited services as set out in the accountancy profession act. This copy of the audit report has been signed by Anita Grech (Partner) for and on behalf of Forvis Mazars Certified Public Accountants Birkikara, Malta 29 April 2025 |