Registration Number: C26843 Financial Statements For the year-ended CONTENTS ________________________________________________________________________________________
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REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2025 _______________________________________________________________________________________ Directors' Report The Directors present their report, together with the audited financial statements of the Company for the financial year ended 31 December 2025. Principal Activity Review of Business Development During the year, the Company registered a profit before taxation amounting to €4,566 (2024: €2,793) the profit for the year after taxation amounted to €2,968 (2024: €2,078). 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 (2024: €1,680,000), while interest payable to the bondholders amounted to €1,600,000 (2024: €1,600,000). Results and Dividends The results for the year are presented in the statement of 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 €54.3m (2024:€45.6 million), consistent with the prior year. Group EBITDA reached €12.2m million (2024: €9.8m) and Profit before tax for the year amounted to €8.6m (2024: €16 million). The Group's cash reserves remained strong, with cash generated from operations reaching €18.8 million (2024: €13.4 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 2025, 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 faces. 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 2025, 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 2025, and as described in the notes to the financial statements 2.1.2, the directors confirm that the Group and the Company have adequate resources to continue in operation and existence for the foreseeable future. Accordingly, they 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 2025 are included in the Annual Report 2025, 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 auditor, 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 28 April 2026 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 |
STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2025 ___________________________________________________________________________ Eden Finance p.l.c. (the "Company" or "Issuer") shall endeavour 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 Company 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 5.97.8 in this corporate governance statement. 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. Simon De Cesare Mr. Kevin De Cesare (Chief Executive Officer) 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 but at least three times a year 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 - 2 meetings 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 protect the interests of the Company's shareholders and 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 Board. 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 2025 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 2025. 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. Signed on behalf of the Board on 28 April 2026 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. |
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025 ___________________________________________________________________________ | ||||
2025 | 2024 | |||
Notes | € | € | ||
Finance income | 4.3 | |||
Finance costs | 3.2.1 | ( | ( | |
Net interest income | ||||
Administrative expenses | 4.4 | ( | ( | |
Profit before taxation | ||||
Income tax charge | 4.1 | ( | ( | |
Profit for the year - total comprehensive income | ||||
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025 ___________________________________________________________________________ |
2025 | 2024 | ||
Notes | € | € | |
ASSETS | |||
Non-current assets | |||
Loans receivable | 3.1 | ||
Current assets | |||
Other receivables | 3.1 | ||
Cash and cash equivalents | 3.1.1 | ||
Total Assets | |||
EQUITY AND LIABILITIES | |||
Capital and reserves | |||
Share capital | 5.1 | ||
Retained earnings | |||
Non-current liabilities | |||
Borrowings | 3.2.1 | ||
Current liabilities | |||
Other payables | 3.2.2 | ||
Borrowings | 3.2.1 | ||
Total Liabilities | |||
Total Equity and Liabilities | |||
The financial statements were approved and authorised for issue by the Board of Directors on 28 April 2026. The financial statements were signed on behalf of the Board of Directors by 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. | |||
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025 ___________________________________________________________________________ |
Share Capital | Retained Earnings | Total | |
€ | € | € | |
Balance at 1 January 2024 | |||
Profit for the year - total comprehensive income | |||
Balance at 31 December 2024 | |||
Balance as at 1 January 2025 | |||
Profit for the year - total comprehensive income | |||
Balance at 31 December 2025 | |||
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025 ___________________________________________________________________________ |
2025 | 2024 | ||
Notes | € | € | |
Cash flows from operating activities | |||
Profit before taxation | |||
Adjustments for: | |||
Finance costs | 3.2.1 | ||
Interest income | 4.3 | ( | ( |
Operating loss before working capital movements | ( | ( | |
Movement in receivables/related company balances | 3.1 | ( | |
Movement in payables | 3.2.2 | ( | |
Income tax paid | 4.1 | ( | |
Cash from/ (used in) operations | ( | ||
Cash flows from investing activities | |||
Interest received | 4.3 | ||
Net cash flows generated from investing activities | |||
Cash flows from financing activities | |||
Interest paid to bond holders | 3.1 | ( | ( |
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 | 3.1.1 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 ___________________________________________________________________________ 1. Reporting Entity Eden Finance p.l.c. (the 'Company') is a public limited liability company incorporated and domiciled in Malta. The registered office of the Company is Eden Place, St. Augustine Street, St. George's Bay, St. Julians. These financial statements were approved for issue by the board of directors on 28 April 2026. 2. Basis of Preparation Compliance with IFRS The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and in accordance with the requirements of the Companies Act (Cap. 386) enacted in Malta. Basis of measurement These financial statements have been prepared on a historical cost basis as modified to include fair values where it is stated in the accounting policies. Going Concern The Directors are satisfied that the Company have sufficient funds in order to meet all its obligations as and when they fall due over the foreseeable future and it is therefore appropriate to continue to adopt the going concern basis in the preparation of financial statements. Change in presentation With effect from these financial statements, the Company has elected to present its notes by giving prominence to the areas of its activities that the directors consider to be most relevant to an understanding of the Company's financial performance and financial position. The company has revised the presentation of its accounting policy disclosures by integrating them within the relevant notes to the financial statements. This change relates solely to the presentation of disclosures and has no impact on the recognition, measurement or comparability of amounts presented. Standards, interpretations and amendments to published standards effective in 2025 In 2025, the Company adopted new standards, amendments and interpretations to existing standards that are mandatory for the Company's accounting period beginning on 1 January 2025. The Company has applied the following amendments for the first time for its annual reporting period commencing from 1 January 2025: • The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability - Amendments to IAS 21 The amendments listed above did not have any impact to the amounts recognised in prior periods and the current period and are not expected to significantly affect future periods. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes to the Company's accounting policies. Standards, interpretations and amendments to published standards that are not yet effective Certain new accounting standards and amendments to accounting standards have been published that are not effective for 31 December 2025 reporting periods and have not been early adopted by the Company. The Company's assessment of the impact of these new standards and amendments is set out below
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:
The Company does not expect these amendments to have a material impact on its operations or financial statements.
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements. The Company does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged. Use of judgements and estimates The preparation of financial statements requires the use of accounting estimates which, by definition, will likely differ from the actual results. Management also needs to exercise judgement in applying the company's accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to final outcomes deviating from estimates and assumptions made. Information about key judgements made in applying accounting policies, together with estimates made at the reporting date, that have the most significant effects on the amounts recognised in these financial statements is set out below. Expected credit loss allowances on loan receivable The Directors have assessed the recoverability of loans receivable by reference to the cashflow projections of the Company 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. Presentation currency These consolidated financial statements are presented in Euro, which is also the Company's functional and presentation currency. All figures are rounded to the nearest €1. 3. Financial instruments 3.1 Financial assets Overview The Company recognises a financial asset initially at fair value in its statement of financial position when it becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the company has transferred substantially all the risks and rewards of ownership. The Company's debt instruments principally comprise a loan to the Company's parent and an investment in a related party's preference shares, which have been assessed as having the characteristics of debt instruments. Cash flows on these instruments represent solely payments of principal and interest. All other investments in debt instruments are managed to collect the contractual cash flows and are accordingly measured at amortised cost.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance, measured in accordance with the company's accounting policy 'Impairment of financial assets' further below. Trade and other receivables Trade receivables are amounts due from related parties on the loan interest charged. They are generally due for settlement within a year and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional. The Company holds the receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
i) Loan granted to parent company These represent the funds raised by the bond issue (note 3.2.1) in 2017 which have been advanced to Eden Leisure Group Limited at an annual interest rate of 4.2% per annum (2024: 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 is repayable in full by the 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 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) Other receivables owed by parent company These advances are interest free, unsecure and repayable on demand. 3.1.1 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. Cash and cash equivalents included in the statement of cash flows comprise the following amounts in the statement of financial position: Cash and cash equivalents
The balances of cash and cash equivalents are available for use by the Company in their entirety. 3.1.2 Credit risk exposure from financial assets Credit risk arises from cash and cash equivalents, deposits with banks, investments at FVOCI and FVPL, as well as credit risk exposures to customers, including outstanding receivables and committed transactions. The carrying amount of the financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
The above assets are subject to an expected credit loss ("ECL") model for the purposes of providing for credit losses. The general ECL model requires management to make complex judgments and estimates about the credit risk of counterparties and the expected future recoverability of financial assets. The model incorporates a forward-looking view of credit losses, using historical data, current conditions, and reasonable and supportable forecasts of future economic conditions. ECLs are measured on either a 12-month or lifetime basis depending on whether there has been a significant increase in credit risk since initial recognition. The assessment involves: • The related party's financial position and liquidity • Strategic or operational importance of the relationship • Any indications of restructuring, dispute, or repayment delays • Evaluating the financial health and repayment ability of counterparties Loan Receivable The Company apply IFRS 9's general impairment model to its Loans and receivables. This model requires an assessment as to whether the counterparty has experienced a significant increase in credit risk since initial recognition. This assessment forms the basis as to whether lifetime ECL should be recognised and is based on significant increases in the likelihood or risk of a default occurring since initial recognition. The Company monitor intra-group credit exposures at individual entity level on a regular basis and ensure timely performance of these assets in the context of its overall liquidity management. The loss allowances for these financial assets are based on assumptions about risk of default and expected loss rates. The Company's management uses judgement in making these assumptions, based on the counterparty's past history, existing market conditions, as well as forward-looking estimates at the end of each reporting period. 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. Debt investment - redeemable preference shares 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 at bank The Company banks only with local financial institutions with high quality standing or rating. The Company's cash, including both that classified as cash and cash equivalents, and as deposits, 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. There was no increase in credit risk since origination of these balances and a 12 month ECL approach was applied. While cash and cash equivalents and deposits are also subject to the impairment requirements of IFRS 9, the identified impairment loss was insignificant. 3.2 Financial liabilities Overview The Company recognises a financial liability on its statement of financial position when it becomes a party to the contractual provision of the instrument. The Company's financial liabilities are classified as financial liabilities which are not at fair value through profit or loss. These financial liabilities are recognised initially at fair value, being the fair value of consideration received, net of transactions costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Company derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, cancelled or expires. 3.2.1 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.
Debt securities in issue The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference between the net proceeds and the redemption value of such bonds, using effective yield method. 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. The quoted market price as at 31st December 2025 for the 4.0% Bonds (2027) was €98 (2024: €100.50). The directors are of the opinion that this price represents the fair value of these liabilities; as at balance sheet date, the fair value of the bonds therefore amounts to €39,200,000 (2024: €40,200,000). The fair value calculation is classified within Level 1 of IFRS 13's fair value hierarchy. Transaction costs directly related to the bond issuance were recharged and borne by the parent company, Eden Leisure Group. Finance costs Borrowing costs include the costs incurred in obtaining external financing. Borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred. 3.2.2 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.
3.2.3 Liquidity risk exposure from financial liabilities 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 3.2.1 and 3.2.2. 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.
3.3 Financial risk management The Company's activities potentially expose it to a variety of financial risks on its financial assets and financial liabilities. The key components of financial risks to the Company are market risk (namely, cash flow interest rate risk), credit risk and liquidity risk. The company's overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the company's financial performance. The exposures to credit risk and to liquidity risk, together with the management thereof, are disclosed in notes 3.1.3 and 3.2.3 respectively. This note provides information about market risk. Market risk is the risk that changes in market prices, such as interest rates, and quoted prices, will affect the company's income or financial position. The objective of the company's market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. Cash flow and fair value interest rate risk 4. Income tax and other income and expense items 4.1 Income tax Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also dealt with in other comprehensive income or in equity, as appropriate. Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax is not accounted for if it arises from the 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 substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. The deferred tax liability in relation to investment property that is measured at fair value is determined assuming the property will be recovered entirely through sale. Deferred tax in relation to the revaluation of land and buildings is charged or credited to other comprehensive income (to the extent that the revaluation is recognised in other comprehensive income). For buildings, deferred tax is recognised on the basis that the tax will be recovered through use (i.e. the corporate rate of tax in Malta), whilst land is expected to be recovered through sale. Deferred income tax on the difference between the actual depreciation on the property and the equivalent depreciation based on the historical cost of the property is realised through the income statement. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets, including deferred tax assets for unused tax losses and unused tax credits carried forward, are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences (or the unused tax losses and unused tax credits) can be utilised to the period when the asset is realised or the liability is settled based on the tax rates that have been enacted by the balance sheet date. Deferred tax assets and liabilities are offset when the Group's Companies have a legally enforceable right to settle its current tax assets and liabilities on a net basis. 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.
4.2 Deferred Taxation Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35%. The analysis of deferred tax balances, and the movement in the deferred tax account, is as follows:
4.3 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%. 4.4 Expenses Administrative expenses are classified by their nature as follows:
Profit before tax for the Company is stated after charging the following fees in relation to services provided by the external auditors of the Company:
5. Equity 5.1 Share Capital Ordinary shares issued by the Company are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Ordinary shares issued by the Company
5.2 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. 6. Other disclosures 6.1 Related party transactions 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. Transactions with these companies principally include advances affected by the Company out of the bond issue proceeds as disclosed in Note 3.1 to the financial statements. Interest receivable earned from these transactions is disclosed in Note 4.3 and year end balances in this respect are disclosed in Note 3.1 to the financial statements. 6.2 Parent company The Company is a subsidiary of Eden Leisure Group Limited, the registered office of which is situated at Eden Place, St. Augustine Street, St. Julian's, Malta. Consolidated financial statements are prepared by Eden Leisure Group Limited and are available for public use. 6.3 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 p.l.c. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Eden Finance p.l.c. (the Company), which comprise the statement of financial position as at 31 December 2025 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 2025, 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. 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 loan receivable from 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 2025 (2024: €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 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 p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format. Responsibilities of the directors The directors are responsible for the preparation of the annual financial report 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 2025 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 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 2 years. 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 28 April 2026 |