Endo Finance p.l.c.
Report & Financial Statements
31 December 2022
Company Registration Number: C 89481
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
1
Contents
Directors’ report 2
Corporate governance – statement of compliance 6
Income statement 10
Statement of financial position 11
Statement of changes in equity 12
Statement of cash flows 13
Notes to the financial statements 14
Independent auditor’s report 28
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
2
Directors’ report
The directors present their report and the audited financial statements for the year ended 31 December 2022.
Principal activity
Endo Finance p.l.c. (the ‘company’) was incorporated on 20 November 2018. The company was formed
principally to act as a finance and investment company, in particular the financing of companies within the
Endo Group of Companies.
The Endo Group of Companies is composed of Endo Ventures Ltd (C 86730) as the ultimate parent
company and its direct and indirect subsidiaries, including the company, International Fender Providers Ltd
(C 69877), Endo Properties Ltd (C 13033), Endo One Maritime Ltd (C 88665), Endo Two Maritime Ltd (C
88666), Endo Three Maritime Ltd (C 88674), Endo Sirocco Maritime Limited (an entity under the laws of
Cyprus with company registration number HE 419463), Endo Levante Maritime Ltd (C 93341) and any
other subsidiary and associated company or entity, in which Endo Ventures Ltd has a controlling interest,
which entities are involved, amongst other activities, in the business of acquiring, financing, managing and
chartering commercial vessels.
Review of business
The company’s operating income is mainly derived from interest income from related parties within the
Endo Group of Companies. Investment income amounted to € 905,334 (2021: € 726,141) and finance
costs amounted to € 754,518 (2021: € 607,500). Administrative expenses amounted to € 111,948 (2021: €
87,141). Profit before tax for the year amounted to € 38,868 (2021: € 31,500).
The resulting earnings per share for the year under review was € 0.01 (2021: € 0.01). This comprises the
profit attributable to ordinary shareholders divided by the average number of shares in issue during the year.
Total equity as at year-end amounted to € 276,446 (2021: € 274,840).
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
3
Financial key performance indicators
2022
2021
€
€
Investment income
905,334
726,141
Finance costs
754,518
607,500
Net profit after tax
1,606
3,393
Total equity and liabilities
22,987,807
14,038,931
Principal risks and uncertainties
The company is exposed to risks inherent to its operations which can be summarised as follows:
1. Strategy risks
Risk management falls under the responsibility of the Board of Directors of Endo Finance p.l.c. (the
‘Board’). The Board is continuously analysing its risk management strategy to ensure that risk is
adequately identified and managed. The Audit Committee regularly reviews the risk profile adopted
by the Board.
2. Operational risks
The company’s revenue is mainly derived from interest charged to related parties, hence, the
company is heavily dependent on the performance of the Endo Group. The Board of Directors
regularly reviews the financial performance of the Endo Group to ensure that there is sufficient
liquidity to sustain its operations.
3. Legislative risks
The company is governed by a number of laws and regulations. Failure to comply could have
financial and reputational implications and could materially affect the company’s ability to operate.
The company has embedded operating policies and procedures to ensure compliance with existing
legislation.
Financial risk management and exposures
Note 20 to the financial statements provides a detailed analysis of the financial risks to which the company is
exposed.
Dividends and reserves
The directors do not recommend the payment of a dividend and propose to transfer the profit for the year
to reserves.
Events after the reporting period
There are no events after the reporting period.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
4
Directors
The following have served as directors of the company during the year under review:
Mr Christopher Frendo - Executive Director
Mr Nicholas Frendo - Executive Director
Mr Anthony Busuttil - Independent, non-Executive Director
Mr Francis Gouder - Independent, non-Executive Director
Ms Erica Scerri - Independent, non-Executive Director
In accordance with the company’s Articles of Association, the present directors remain in office.
Disclosure of information to the auditor
At the date of making this report, the directors confirm the following:
- As far as each director is aware, there is no relevant information needed by the independent auditor in
connection with preparing the audit report of which the independent auditor is unaware, and
- Each director has taken all steps that he/she ought to have reasonably taken as a director in order to
make himself/herself aware of any relevant information needed by the independent auditor in
connection with preparing the audit report and to establish that the independent auditor is aware of that
information.
Statement of directors’ responsibilities
The Companies Act, Cap 386 requires the directors to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the company as at the end of the financial year and of
the profit or loss of the company for that year. In preparing these financial statements, the directors are
required to:
- adopt the going concern basis unless it is inappropriate to presume that the company will continue in
business;
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- account for income and charges relating to the accounting period on the accruals basis;
- value separately the components of asset and liability items; and
- report comparative figures corresponding to those of the preceding accounting period.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy
at any time the financial position of the company and to enable them to ensure that the financial statements
have been properly prepared in accordance with the Companies Act, Chapter 386 of the laws of Malta. This
responsibility includes designing, implementing and maintaining internal controls relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due to fraud
or error. They are also responsible for safeguarding the assets of the company and for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
5
Auditor
The auditor Grant Thornton has intimated its willingness to continue in office and a resolution proposing its
reappointment will be put to the Annual General Meeting.
Signed on behalf of the Board of Directors on 28 April 2023 by Christopher Frendo and Nicholas Frendo as
per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual
Financial Report.
Registered address:
10, Timber Wharf
Marsa MRS 1443
Malta
28 April 2023
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
6
Corporate governance - statement of compliance
Pursuant to Capital Markets Rules 5.94 and 5.97 issued by the Malta Financial Services Authority (MFSA),
the company is hereby reporting on the extent of its adoption of “the Code of Principles of Good Corporate
Governance” (the ‘Code’) for the year ended 31
st
December 2022. The Board of Directors of Endo Finance
p.l.c. (the ‘Board’) has reviewed its corporate governance practices and an explanation of how the Code has
been applied is contained in this report.
The Board recognises that, in virtue of Capital Markets Rule 5.101, the company is exempt from the
requirement to disclose the information prescribed by Capital Markets Rules 5.97.1 to 5.97.3, 5.97.6 and
5.97.8.
The company acts as a finance company to the Endo Group of Companies and as such has limited
operations emanating from this task. Its primary function is the lending and monitoring of the proceeds of
the € 13.5 million 4.5% Unsecured Bonds 2029 (the ‘Bonds’) issued to the public in 2019 by the company,
pursuant to and in terms of a prospectus dated 6 March 2019. The Bonds are guaranteed jointly and severally
by two companies forming part of the same group: International Fender Providers Ltd (C 69877) and Endo
Properties Limited (C 13033).
Compliance
Although the adoption of the Code is not mandatory, the Board has considered the principles embodied in
the Code and has noted the Code’s recommended practices aimed towards the fulfilment of these same
principles. The Board has also taken into account the nature of the company’s structure, business activities
and operations and in the light of such considerations it has formulated the view that the company has fully
implemented the principles set out in the Code throughout the period, with the following exceptions:
• Principle 7 – Evaluation of the Board’s performance: The Board does not consider it necessary to
appoint a committee to carry out a performance evaluation of its role as recommended in Principle
Seven, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the
constant scrutiny of, the Board itself, the company’s shareholders and the rules by which the
company is regulated as a listed company.
• Principle 8 – Nomination Committee and Remuneration Committee: The company does not have a
Remuneration Committee or a Nomination Committee as recommended in Principle Eight. Given
that the company does not have any employees other than the directors and the company secretary,
it is not considered necessary for the company to maintain a remuneration committee. Neither has
the company incorporated a nomination committee. Appointments to the Board of directors are
determined by the shareholders of the company in accordance with the company’s Memorandum
and Articles of Association. The company considers that the members of the Board possess the level
of skill, knowledge and experience expected in terms of the Code.
• Principle 10 – Institutional Shareholders: The Company is ultimately privately beneficially owned
and has no institutional shareholders. Therefore, Principle Ten does not, at present, apply to the
Company.
Board of directors
The Board is currently made up of five directors, three of whom are completely independent from the
company or any related entities within the Endo Group of Companies. Pursuant to generally accepted
practices, as well as the company’s Articles of Association, the appointment of directors to the Board is
reserved exclusively to the company’s shareholders.
The present directors are Mr Christopher Frendo (executive director), Mr Nicholas Frendo (executive
director), Mr Anthony Busuttil (independent, non-executive director), Mr Francis Gouder (independent,
non-executive director) and Ms Erica Scerri (independent, non-executive director).
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
7
For the purpose of Capital Markets Rules 5.118 and 5.119, Mr Anthony Busuttil, Mr Francis Gouder and
Ms Erica Scerri are deemed to be independent directors in that each of them is free of any business, family,
or other relationship with the company, its controlling shareholder or the management of either, that creates
a conflict of interest such as to impair his/her judgement.
The Board believes that the independence of Mr Anthony Busuttil, Mr Francis Gouder and Ms Erica Scerri
is not compromised because of long service or the provision of any other service to the group. Each director
is mindful of maintaining independence, professionalism and integrity in carrying out their duties,
responsibilities, whilst providing judgement as a director of the company.
The Board considers that none of the independent directors of the company:
• is or has been employed in any capacity by the company;
• has or has had, over the past three years, a significant business relationship with the company;
• has received or receives significant additional remuneration from the company in addition to their
director’s fee;
• has served on the Board of the company for more than twelve consecutive years;
• has close family ties with any of the company’s executive directors or senior employees; and
• has been within the last three years an engagement partner or a member of the audit team or past
external auditor of the company.
Mr Christopher Frendo chairs the Board, which met four (4) times during the year under review. The Board
has a formal schedule of matters reserved to it for decision. The directors receive board and committee
papers in advance of meetings and have access to the advice and services of the company secretary. The
directors may, in the furtherance of their duties, take independent professional advice on any matter at the
company’s expense.
The role of the Chief Executive Officer (CEO) is jointly carried out by the executive directors. The latter are
accountable to the Board for all business operations of the company.
Audit committee
The Audit Committee held five (5) meetings during the year under review, besides having ongoing
consultations with the Board in the fulfilment of its task of monitoring and reviewing procedures and
internal control systems.
The Audit Committee is chaired by Mr Francis Gouder, and its other members are Mr Anthony Busuttil and
Ms Erica Scerri. The audit committee’s composition throughout the reporting period was in compliance with
the Capital Markets Rules. All three directors forming the audit committee are non-executive directors and
are totally independent from the company or Endo Group.
In compliance with Capital Markets Rule 5.118A, Mr Francis Gouder is the independent, non-executive
director who is competent in accounting and/or auditing matters in view of his professional qualifications
and his considerable experience in the business and financial world.
The company secretary acts as secretary to the committee, who also receives the assistance of the Endo
Group of Companies’ Chief Financial Officer; Mr Glen Grima.
Dealings by directors and senior officers
During the year, there were no transactions in the company’s securities involving directors or any of the
company’s employees in possession of unpublished price-sensitive information.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
8
Internal control
The Board is ultimately responsible for the company’s system of internal controls and for reviewing its
effectiveness. The directors are aware that internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not
absolute, assurance against normal business risks.
The Audit Committee continued to review the company’s systems of internal controls which are monitored
by the Endo Group’s finance department and is satisfied with their effectiveness.
Periodic strategic reviews which include consideration of long-term financial projections and the evaluation
of business alternatives are convened by the Board. An annual budget is prepared and performance against
this plan is actively monitored and reported to the Board.
The company is committed to the highest standards of business conduct and seeks to maintain these
standards across all of its operations. The company has an appropriate organisational structure for planning,
executing, controlling and monitoring business operations in order to achieve its objectives.
The Board, with the assistance of the management team, is responsible for the identification and evaluation
of key risks applicable to the areas of business in which the company is involved. These risks are assessed on
a continual basis.
General meetings
The general meeting is the highest decision-making body. A general meeting is called by fourteen days’ notice
and is conducted in accordance with the Articles of Association.
The Annual General Meeting (AGM) deals with what is termed as ‘ordinary business’, namely, the receiving
or adoption of the annual financial statements, the declaration of a dividend, if any, the appointment of the
auditors, the Board’s authorisation to fix the auditors’ emoluments and the election of directors. Other
businesses which may be transacted at a general meeting (including at the AGM) will be dealt with as Special
Business.
Risk Identification
Management is responsible for the identification and evaluation of key risks applicable to the company’s
areas of business. Risks may be associated with a variety of internal or external sources including control
breakdowns, disruption in information systems, competition, natural catastrophe and regulatory
requirements.
The Board reviews its risk management policies and strategies and oversees their implementation to ensure
that identified operational risks are properly assessed and managed.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
9
Directors’ remuneration
The Board determines the remuneration of the directors. The independent, non-executive directors’ annual
remuneration for the financial period under review, as previously approved by the Board, was as follows:
Mr Anthony Busuttil
€ 8,000 *
Mr Francis Gouder
€ 8,000 *
Ms Erica Scerri
€ 8,000 *
*
includes the audit committee fee
Mr Christopher Frendo and Mr Nicholas Frendo, indirectly through Endo Ventures Ltd, hold a
controlling interest in the company.
Commitment to maintain an informed market
The company recognises the importance of maintaining a dialogue with its stakeholders to ensure that
its strategies and performance are understood. The company communicates with bondholders by way of
the Annual Report and Audited Financial Statements and by publishing its unaudited results on a six-
monthly basis during the year, and through company announcements to the market as and when
necessary.
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 its
stakeholders.
The Board will continue to monitor the Code in future years and will decide on an annual basis if the
position stated above will continue to apply.
Going concern
Under Corporate Governance requirements, the directors confirm that, having reviewed the company’s
budget and forecast for 2023, they consider that the company has 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.
Approved by the Board of Directors and signed on its behalf on 28 April 2023.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
10
Income statement
Notes
2022
2021
€
€
Investment income
5
905,334
726,141
Finance costs
6
(754,518)
(607,500)
Gross profit
150,816
118,641
Administrative expenses
(111,948)
(87,141)
Profit before tax
7
38,868
31,500
Tax expense
9
(37,262)
(28,107)
Profit for the year
1,606
3,393
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
11
Statement of financial position
Notes
2022
2021
€
€
Assets
Non-current
Intangible assets
10
6,221
7,116
Financial assets at amortised cost
11
17,251,298
13,323,689
17,257,519
13,330,805
Current
Loans to related companies
11
254,882
-
Receivables
12
778,514
705,322
Cash and cash equivalents
13
4,696,892
2,804
5,730,288
708,126
Total assets
22,987,807
14,038,931
Equity
Share capital
14
250,000
250,000
Retained earnings
26,446
24,840
Total equity
276,446
274,840
Liabilities
Non-current
Debt securities measured at amortised cost
15
17,974,914
13,289,900
Borrowings
16
3,887,200
-
21,862,114
13,289,900
Current
Borrowings
16
279,721
-
Trade and other payables
17
565,391
473,117
Current tax liability
18
4,135
1,074
849,247
474,191
Total liabilities
22,711,361
13,764,091
Total equity and liabilities
22,987,807
14,038,931
The financial statements on pages 10 to 27 were approved and authorised for issue by the Board of
Directors on 28 April 2023. The financial statements were signed on behalf of the Company’s Board of
Directors by Christopher Frendo (Director) and Nicholas Frendo (Director) as per the Directors’
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report
2022.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
12
Statement of changes in equity
Share
Retained
Total
capital
earnings
equity
€
€
€
At 1 January 2021
250,000
21,447
271,447
Profit for the year
-
3,393
3,393
At 31 December 2021
250,000
24,840
274,840
At 1 January 2022
250,000
24,840
274,840
Profit for the year
-
1,606
1,606
At 31 December 2022
250,000
26,446
276,446
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
13
Statement of cash flows
Notes
2022
2021
€
€
Operating activities
Profit before tax
38,868
31,500
Adjustments for:
Amortisation of intangible assets
10
895
895
Amortisation of bond issue costs
15
35,014
30,014
Capitalisation of bond issue costs
15
(150,000)
-
Interest expense
6
754,518
607,500
Interest income
5
(905,334)
(726,141)
(226,039)
(56,232)
Changes in working capital:
Movement in trade and other receivables
(73,192)
(6,185)
Movement in trade and other payables
92,274
9,076
(206,957)
(53,341)
Taxes paid
18
(34,201)
(60,161)
Net cash used in operating activities
(241,158)
(113,502)
Investing activities
Acquisition of intangible assets
10
-
(3,116)
Movement in loans to related parties
11
(4,182,491)
-
Interest received on loans to related parties
905,334
726,141
Net cash (used in) generated from investing activities
(3,277,157)
723,025
Financing activities
Proceeds from issue of debt securities
15
4,800,000
-
Movement in bank loans
16
4,166,921
-
Interest paid on bank borrowings
(106,218)
-
Interest paid on debt securities
(648,300)
(607,500)
Cash generated from (used in) financing activities
8,212,403
(607,500)
Net movement in cash and cash equivalents
4,694,088
2,023
Cash and cash equivalents, beginning of year
2,804
781
Cash and cash equivalents, end of year
13
4,696,892
2,804
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
14
Notes to the financial statements
1 Nature of operations
Endo Finance p.l.c. (the ‘company’) was incorporated on 20 November 2018. The company was formed
principally to act as a finance and investment company, in particular the financing of companies within the
Endo Group of Companies.
2 General information and statement of compliance with International Financial
Reporting Standards (IFRS)
Endo Finance p.l.c., a public limited liability company, is incorporated and domiciled in Malta. The address
of the company’s registered office, which is also its principal place of business is 10 Timber Wharf, Marsa
MRS 1443, Malta.
The company forms part of the Endo Group of Companies and its ultimate and immediate parent company
is Endo Ventures Ltd, which is of the same address. Endo Ventures Ltd draws up the consolidated financial
statements of the group which the company forms part.
The financial statements of the company have been prepared in accordance with IFRS as issued by the
International Accounting Standards Board (IASB) and as adopted by the European Union (EU), and in
accordance with the Companies Act, Chapter 386 of the laws of Malta.
The financial statements are presented in euro (€), which is also the functional currency of the company.
3 New or revised standards or interpretations
3.1 New standards adopted as at 1 January 2022
Some accounting pronouncements which have become effective from 1 January 2022 and have therefore
been adopted do not have a significant impact on the company’s financial results or position. Standards and
amendments that are effective for the first time in 2022 are:
- Reference to the Conceptual Framework (Amendments to IFRS 3)
- COVID-19 – Related Rent Concessions beyond 30 June 2021 (Amendments to IFRS 16)
- Property, plant and equipment: Proceeds before intended use (Amendments to IFRS 16)
- Onerous Contracts – Cost of fulfilling a contract (Amendments to IAS 37)
- Annual improvements (2018 – 2020 Cycle):
- Subsidiary as a first-time adopter (Amendments to IFRS 1)
- Fees in the ’10 per cent’ test for derecognition of liabilities (Amendments to IFRS 9)
- Lease incentives (Amendments to IFRS 16)
- Taxation in Fair value measurements (Amendments to IAS 41)
These amendments do not have a significant impact on these financial statements and therefore further
disclosures have not been made.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
15
3.2 Standards, amendments and interpretations to existing standards that are not yet
effective and have not been adopted early by the company
At the date of authorisation of these financial statements, several new, but not yet effective, standards,
amendments to existing standards, and interpretations have been published by the IASB. None of these
standards, amendments or interpretations have been adopted early by the company.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or
after the effective date of the pronouncement. No disclosures have been made as they are not expected to
have a material impact on the company’s financial statements.
4 Summary of accounting policies
4.1 Overall considerations
The financial statements have been prepared using the significant accounting policies and measurement bases
summarised below.
The accounting policies are consistent with those applied in previous years.
The financial statements have been prepared using the measurement bases specified by IFRS for each type of
asset, liability, income and expense.
The financial statements are presented in accordance with IAS 1 ‘Presentation of Financial Statements’
(Revised 2007). The company did not have any items classified as ‘other comprehensive income’ and
consequently management have elected to present only an income statement.
4.2 Revenue
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the
expected life of the financial asset to the asset’s net carrying amount.
4.3 Administrative expenses
Administrative expenses are recognised in the income statement upon utilisation of the service or at the date
of their origin.
4.4 Borrowing costs
Borrowing costs primarily comprise interest on the company’s borrowings. Borrowing costs are expensed in
the period in which they are incurred and reported within ‘finance costs’.
4.5 Foreign currency translation
Foreign currency transactions are translated into the functional currency of the company, using the exchange
rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses
resulting from the settlement of such transactions and from the remeasurement of monetary items
denominated in foreign currency at year-end exchange rates are recognised in the income statement.
4.6 Intangible assets
Intangible assets are initially recorded at cost. They are subsequently stated at cost less accumulated
amortisation and impairment losses.
Intangible assets are derecognised on disposal or when no future economic benefits are expected from
their use or disposal. Gains or losses arising from derecognition represent the difference between the
net disposal proceeds, if any, and the carrying amount, and are included in the income statement in the
period of derecognition.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
16
Amortisation is provided at a rate intended to write down the cost of the assets over their expected
useful lives. The annual rate used is as follows:
Website
10% Straight Line
4.7 Impairment of non-financial assets
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level. These assets are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying
amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value
in use. To determine the value in use, management estimates expected future cash flows from each
cash-generating unit and determines a suitable interest rate in order to calculate the present value of
those cash flows. Discount factors are determined individually for each cash-generating unit and reflect
management’s assessment of respective risk profiles, such as market and asset-specific risk factors.
Impairment losses are recognised immediately in the income statement. Impairment losses for cash-
generating units are charged pro rata to the assets in the cash-generating unit. All assets are
subsequently reassessed for indications that an impairment loss previously recognised may no longer
exist. An impairment charge that has been recognised is reversed if the cash-generating unit’s
recoverable amount exceeds its carrying amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of amortisation, if no impairment loss had been
recognised.
4.8 Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the company becomes a party to the
contractual provisions of a financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at
fair value adjusted for transaction costs (where applicable).
Financial assets are classified into the following categories:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive income (FVOCI).
The company does not have any financial assets categorised as FVTPL and FVOCI in the periods
presented.
The classification is determined by both:
• the entity’s business model for managing the financial asset; and
• the contractual cash flow characteristics of the financial asset.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
17
All income and expenses relating to financial assets that are recognised in the income statement are
presented within ‘finance costs’ or ‘finance income’.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
• they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The company’s cash and cash
equivalents, loans and receivables fall into this category of financial instruments.
Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements include loans and
other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets
recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for
the issuer) that are not measured at fair value through profit or loss.
The company considers a broad range of information when assessing credit risk and measuring expected
credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the
expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial
recognition or that have low credit risk (‘Stage 1’); and
• financial instruments that have deteriorated significantly in credit quality since initial recognition
and whose credit risk is not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’
are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses
over the expected life of the financial instrument.
Classification and measurement of financial liabilities
The company’s financial liabilities include debt securities in issue, bank borrowings and trade and other
payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the company designates a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except
for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with
gains or losses recognised in profit or loss (other than derivative financial instruments that are designated
and effective as hedging instruments).
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
18
Debt issue costs in relation to debt securities in issue are amortised using straight-line method over the
period of the debt securities.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in the
income statement are included within ‘finance costs’ or ‘finance income’.
4.9 Income taxes
Tax expense recognised in the income statement comprises the sum of deferred tax and current tax not
recognised directly in equity.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities
relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable
on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is
based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting
period.
Deferred income taxes are calculated using the liability method on temporary differences between the
carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the
initial recognition of an asset or liability unless the related transaction is a business combination or affects tax
or accounting profit.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to
their respective period of realisation, provided those rates are enacted or substantively enacted by the end of
the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against
future taxable income. This is assessed based on the company’s forecast of future operating results which is
adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss
or credit. Deferred tax liabilities are always provided for in full.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit
or loss, except where they relate to items that are recognised in other comprehensive income or directly in
equity, in which case the related deferred tax is also recognised in other comprehensive income or equity,
respectively.
4.10 Employee benefits
The company contributes towards the state pension in accordance with local legislation. The only obligation
of the company is to make the required contributions. Cost are expensed in the period in which they are
incurred.
4.11 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and cash held under trustee accounts.
4.12 Equity
Share capital represents the nominal value of shares that have been issued.
Retained earnings includes all current and prior period retained profits.
All transactions with owners are recorded separately within equity.
4.13 Provisions and contingent liabilities
Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow
of economic resources from the company and amounts can be estimated reliably. Timing or amount of the
outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive
commitment that has resulted from past events, for example, product warranties granted, legal disputes or
onerous contracts. Restructuring provisions are recognised only if a detailed formal plan for the restructuring
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
19
has been developed and implemented, or management has at least announced the plan’s main features to
those affected by it. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with the
present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. Provisions are
discounted to their present values, where the time value of money is material.
In those cases where the possible outflow of economic resources as a result of present obligations is
considered improbable or remote, no liability is recognised.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
4.14 Judgements in applying accounting policies and key sources of estimation
uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,
income and expenses. Use of available information and application of judgement are inherent in making
estimates. Actual results in future could differ from such estimates and the differences may be material to
the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of revision and future periods if the revision affects both current and
future periods.
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, subjective or complex to a degree which
would warrant their description as critical in terms of the requirements of IAS 1 (revised).
Estimation uncertainty
Information about estimates and assumptions that have the most significant effect on recognition and
measurement of assets, liabilities, income and expenses is provided below. Actual results may be
substantially different.
Useful lives of depreciable assets
Management reviews its estimate of the useful life of its intangible asset at each reporting date, based on the
expected utility of the asset. Uncertainties in the estimate of the useful life of the intangible asset relate to
technological obsolescence that may change its utility.
5 Investment income
2022
2021
€
€
Interest income from group companies
905,334
726,141
905,334
726,141
6 Finance costs
2022
2021
€
€
Interest on debt securities in issue
648,300
607,500
Bank interest payable
106,218
-
754,518
607,500
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
20
7 Profit before tax
Profit before tax is stated after charging:
2022
2021
€
€
Auditor’s remuneration
5,400
5,300
Directors’ remuneration
16,000
16,000
Director’s fees
8,000
8,000
Amortisation of intangible assets
895
895
8 Staff costs
2022
2021
€
€
Directors’ remuneration
16,000
16,000
The average number of persons employed by the company during the year was 2 (2021: 2).
9 Tax expense
The relationship between the expected tax expense based on the effective tax rate of the company at 35 %
(2021: 35 %) and the actual tax expense recognised in the income statement can be reconciled as follows:
2022
2021
€
€
Profit before tax
38,868
31,500
Tax rate
35%
35%
Expected tax expense
(13,604)
(11,025)
Adjustments for:
Non-deductible expenses
(23,658)
(17,082)
Actual tax expense
(37,262)
(28,107)
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
21
10 Intangible assets
Website
€
Cost
At 1 January 2021
5,833
Additions
3,116
At 31 December 2021
8,949
At 1 January 2022
8,949
Additions
-
At 31 December 2022
8,949
Depreciation
At 1 January 2021
938
Charge for the year
895
At 31 December 2021
1,833
At 1 January 2022
1,833
Charge for the year
895
At 31 December 2022
2,728
Carrying amount
At 31 December 2022
6,221
At 31 December 2021
7,116
11 Financial assets at amortised cost
Loan to
Loan to
related
parent
party
Total
€
€
€
At 1 January 2021
250,000
13,073,689
13,323,689
Funds advanced to related parties
-
-
-
At 31 December 2021
250,000
13,073,689
13,323,689
Funds advanced to related parties
-
4,182,491
4,182,491
At 31 December 2022
250,000
17,256,180
17,506,180
Disclosed as follows:
Non-current
250,000
17,001,298
17,251,298
Current
-
254,882
254,882
Loan to parent is unsecured, bears interest at 6 % (2021: 5.45%) per annum and has no fixed date of
repayment.
Loans to related party:
(i) €13,073,689 is unsecured, bears interest at 5.65 % (2021: 5.45 %) per annum, and is repayable in full,
together with any accrued interest, by 15 March 2029.
(ii) €4,182,491 is unsecured, bears interest at 6.2% (2021: nil) per annum, and is repayable in monthly
instalments, together with any accrued interest, by 31 July 2034.
The carrying amounts of loans to parent and related party are considered a reasonable approximation of fair
value.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
22
12 Receivables
2022
2021
€
€
Amounts owed by related parties
773,015
633,296
Financial assets at amortised cost
773,015
633,296
Prepayments
5,499
72,026
Total receivables
778,514
705,322
The amounts owed by related parties are unsecured, bear no interest and are repayable within one year.
The carrying value of financial assets at amortised cost is considered a reasonable approximation of fair value.
13 Cash and cash equivalents
Cash and cash equivalents include the following components:
2022
2021
€
€
Cash at bank
4,492
2,804
Cash held by third-party independent custodian
4,692,400
-
Cash and cash equivalents in the statement of financial
position and statement of cash flows
4,696,892
2,804
The proceeds from the bond issue amounting to €4,692,400 and forming part of the cash and cash
equivalents as at 31 December 2022, are being held under custody by a third-party independent custodian
until the acquisition of a Small-Range (SR) tanker by the group.
The company did not have any restrictions on its cash at bank at year end. The carrying value of cash at bank
is considered a reasonable approximation of fair value.
14 Share capital
Each ordinary share gives the right to one vote, participates equally in profits distributed by the company and
carries equal rights upon the distribution of assets by the company in the event of a winding up.
2022
2021
€
€
Shares authorised at 31 December:
250,000 ordinary shares at € 1 each
250,000
250,000
Shares issued and fully paid-up at 31 December:
250,000 ordinary shares at € 1 each
250,000
250,000
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
23
15 Debt securities measured at amortised cost
2022
2021
€
€
At 1 January
13,289,900
13,259,886
Additions
4,800,000
-
Capitalisation of bond issue costs
(150,000)
-
Amortisation of bond issue costs for the year
35,014
30,014
At 31 December
17,974,914
13,289,900
Comprising:
Falling due within five years
4,655,000
-
Falling due after five years
13,319,914
13,289,900
17,974,914
13,289,900
As at 31 December 2022, the company had a balance of:
(i) € 13,319,914 (2021: € 13,289,900) from the bond issue of € 13,500,000 4.5% bonds of € 50,000 nominal
value each, redeemable at par in 2029. The amount is made up of the bond issue of € 13,500,000 net of the
bond issue costs which are being amortised over the lifetime of the bonds. Interest on the bonds is due and
payable annually in arrears on 22 March of each year at the above-mentioned rate.
The bonds are guaranteed by two companies forming part of the same group: (a) International Fender
Providers Ltd (C 69877), (b) Endo Properties Ltd (C 13033).
(ii) € 4,655,000 (2021: €nil) from the unlisted notes issue of € 4,800,000 6% unlisted notes of € 100 nominal
value each, redeemable at par in 2027. The amount is made up of the unlisted notes issue of € 4,800,000 net
of the notes issue costs which are being amortised over the lifetime of the notes. Interest on the notes is due
and payable annually in arrears on 9 November of each year at the above-mentioned rate.
The notes are guaranteed by Endo Ventures Ltd (C 86730), which is the holding company of Endo Group.
At the end of the current reporting period, bonds with a face value of € 25,000 were held by a company
director.
16 Borrowings
2022
2021
€
€
Bank loan
4,166,921
-
Total borrowings
4,166,921
-
Comprising:
Current - due within one year
Bank loan
279,721
-
Non-current
- Due within two and five years
Bank loan
1,308,239
-
- Due after five years:
Bank loan
2,578,961
-
3,887,200
-
The company has a loan facility of € 4,900,000 (2021: Nil). The loan is secured by a special hypothec over
property in Marsa. It bears interest at 6.175% (2021: N/A) per annum. The loan is to be repaid in 12 years
through monthly instalments of € 44,100, inclusive of interest.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
24
17 Trade and other payables
2022
2021
€
€
Trade payables
6,520
687
Amounts owed to a related party
39,594
3,982
Accruals
518,477
463,248
Other payables
800
5,200
Total trade and other payables
565,391
473,117
18 Current tax liability
2022
2021
€
€
At 1 January
1,074
33,128
Provision for the year
37,262
28,107
Taxes paid
(34,201)
(60,161)
At 31 December
4,135
1,074
19 Related party transactions
Endo Finance p.l.c. forms part of the Endo Group of Companies. All companies forming part of the group
are considered by the directors to be related parties as these companies are ultimately commonly owned. In
addition, related parties also include directors, key management personnel, shareholders and other companies
under common control.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantee
was given or received. Transactions with related companies are generally affected on a cost plus basis.
Outstanding balances are usually settled in cash. Amounts owed by/to related parties are shown separately in
notes 11, 12 and 17. Transactions with directors are disclosed in notes 8 and 15.
Details of transactions between the company and its related parties are disclosed below.
19.1 Transactions with group companies
2022
2021
€
€
Transactions with parent company:
Interest income
15,000
13,625
Transactions with directors:
Directors’ remuneration
24,000
24,000
Transactions with a fellow subsidiary:
Interest income
802,707
712,516
19.2 Transactions with other related parties
2022
2021
€
€
Transactions with other related party:
Interest income
87,627
-
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
25
20 Risk management objectives and policies
The company is exposed to credit risk, liquidity risk and market risk through its use of financial instruments
which result from its operating, financing and investing activities. The entity’s risk management is coordinated
by the directors and focuses on actively securing the company’s short to medium term cash flows by
minimising the exposure to financial risks
The most significant financial risks to which the company is exposed to are described below. See also note
20.5 for a summary of the company’s financial assets and liabilities by category.
20.1 Credit risk
The company’s credit risk is limited to the carrying amount of financial assets recognised at the end of
reporting period, as summarised below:
Notes
2022
2021
€
€
Classes of financial assets - carrying amounts
Financial assets at amortised cost:
- Loans to related parties
11
17,506,180
13,323,689
- Amounts owed by related parties
12
773,015
633,296
- Cash and cash equivalents
13
4,696,892
2,804
22,976,087
13,959,789
The company continuously monitors defaults of counterparties, identified either individually or by group, and
incorporates this information into its credit risk controls. The company’s policy is to deal only with
creditworthy counterparties.
The carrying amount of financial assets recorded in the financial statements represents the company’s
maximum exposure to credit risk. None of the company’s financial assets is secured by collateral or other
credit enhancements.
Amounts owed by related parties
To determine the expected credit losses of amounts owed by related parties, the company used a credit risk
assessment model by taking into consideration the probability of default for each counterparty in which the
company has a financial exposure and the loss given default i.e., the maximum loss in the event that the
counterparty fails to settle the obligation.
The model is based on the ‘Capital, Assets, Management, Earnings and Liquidity’ Model (C-A-M-E-L)
approach, whereby reasoned weights are allocated to each of the variables as measured by information
extracted from financial reports, as well as relevant non-financial information.
Each component of the C-A-M-E-L model is assigned a percentage weight and score. The assigned
percentage weight and score are multiplied to obtain the weighted score for each component. The weighted
scores are then added up to obtain the credit risk assessment score. As practical as possible, each component
of the C-A-M-E-L assessment was compared and benchmarked with peer companies within Europe.
The credit risk assessment is adjusted to include forward-looking macroeconomic indicators. Macroeconomic
factors affect the current and future performance of the company. The most influential factors are GDP
growth, unemployment rate (positively correlated) and inflation (negatively correlated).
Following the results of the credit risk assessment adjusted for the macroeconomic factors, this score is then
assigned a probability of default estimated based on exchange listed firms in various economies over a period
of 30 years.
The resulting expected credit loss was not material. Therefore, no adjustment has been made in these
financial statements.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
26
Other financial assets at amortised cost
Other financial assets at amortised cost include cash and cash equivalents.
The company banks with local institutions. At 31 December 2022, cash and cash equivalents amounting to
€ 4,492 (2021: € 2,804) are held with local counterparties with credit ratings of BBB - and are callable on
demand. Management considers the probability of default to be close to zero as the counterparties have a
strong capacity to meet their contractual obligations in the near term. As a result, no loss allowance has been
recognised based on 12 month expected credit losses as any such impairment would be insignificant to the
company.
While the company continues to closely monitor all of its financial assets at more frequent interval as a result
of such events, based on the above assessments, management considers that there is no need to provide for
expected credit losses in these financial statements.
20.2 Liquidity risk
The company’s exposure to liquidity risks arises from its obligations to meet financial liabilities which
comprise of debt securities in issue, bank borrowings and payables. Prudent liquidity risk management
includes maintaining sufficient cash and committed credit facilities to ensure the availability of an adequate
amount of funding to meet the company’s obligations when they become due.
At 31 December 2022 and 31 December 2021, the contractual maturities on the financial liabilities of the
company were as summarised below. Contractual maturities reflect gross cash flows which may differ from
the carrying values of financial liabilities at the end of the reporting date.
Carrying
amount
Contractual
cash flows
Within
1 year
Within 2 to
5 years
More than
5 years
€
€
€
€
€
At 31 December 2022
Debt securities measured at amortised
cost
17,974,914
23,496,075
895,500
8,341,200
14,259,375
Bank borrowings
4,166,921
5,721,990
529,200
2,116,800
3,075,990
Trade payables
6,520
6,520
6,520
-
-
Amounts owed to related parties
39,594
39,594
39,594
-
-
Accruals
518,477
518,477
518,477
-
-
Other payables
800
800
800
-
-
22,707,226
29,783,456
1,990,091
10,458,000
17,335,365
At 31 December 2021
Debt securities measured at amortised
cost
13,289,900
17,904,375
607,500
2,430,000
14,866,875
Trade payables
687
687
687
-
-
Amounts owed to related parties
3,982
3,982
3,982
-
-
Accruals
463,248
463,248
463,248
-
-
Other payables
5,200
5,200
5,200
-
-
13,763,017
18,377,492
1,080,617
2,430,000
14,866,875
20.3 Foreign currency risk
The company transacts its business mainly in Euro and does not have significant foreign currency
denominated financial assets and liabilities at the end of the financial reporting period under review.
Consequently, the company is not materially exposed to foreign currency risk.
20.4 Interest rate risk
The company’s exposure to interest rate risk is limited since its borrowings are at fixed interest rates.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
27
20.5 Summary of financial assets and liabilities by category
The carrying amounts of the company’s financial assets and liabilities as recognised at the reporting dates
under review may also be categorised as follows. See note 4.8 for explanations about how the category of
financial instruments affects their subsequent measurement.
2022
2021
€
€
Non-current assets
Financial assets at amortised cost:
- Loans to parent and related party
17,251,298
13,323,689
Current assets
Financial assets at amortised cost:
- Loans to parent and related party
254,882
-
- Amounts owed by related parties
773,015
633,296
- Cash and cash equivalents
4,696,892
2,804
5,724,789
636,100
Non-current liabilities
Financial liabilities measured at amortised cost:
- Debt securities in issue
17,974,914
13,289,900
- Long-term borrowings
3,887,200
-
21,862,114
13,289,900
Current liabilities
Financial liabilities measured at amortised cost:
- Borrowings
279,721
-
- Trade payables
6,520
687
- Amounts owed to related party
39,594
3,982
- Accruals
518,477
463,248
- Other payables
800
5,200
845,112
473,117
21 Capital management policies and procedures
The company’s capital management objectives are to ensure its ability to continue as a going concern and to
provide an adequate return to shareholders and benefits to other stakeholders by pricing products and
services commensurately with the level of risk, and maintaining an optimal capital structure to reduce the cost
of capital.
In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid,
issue new shares or sell assets to reduce debt.
The company monitors the level of debt, which includes borrowings and trade and other payables less cash
and bank balances against total capital on an ongoing basis. The directors consider the company’s gearing
level at year end to be appropriate for its business.
22 Post-reporting date events
No adjusting or significant non-adjusting events have occurred between the end of the reporting period and
the date of authorisation.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
28
Independent auditor’s report
To the shareholders of Endo Finance p.l.c.
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Endo Finance p.l.c. set out on pages 4 to 27 which comprise the
statement of financial position as at 31 December 2022, and the income statement, statement of changes in
equity and statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
the company as at 31 December 2022, and of its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union (EU), and have been properly prepared in accordance with the requirements of the Companies Act,
Cap. 386 (the “Act”).
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the company in accordance with the International
Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code)
together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders)
Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the
financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion. In conducting our audit, we have remained independent of the company and have not
provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap.
281. Total remuneration payable to the company’s auditors in respect of the audit of the company’s financial
statements amounted to € 5,300. Other fees payable to the company’s auditors in respect of tax compliance
services rendered to the company amounted to € 525.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
29
Financial assets at amortised cost
Key audit matter
The company acts as the main finance vehicle of the Endo Group. Financial assets at amortised cost, which
comprise loans to related parties, are the largest asset category of the company.
How the key audit matter was addressed in our audit
Financial assets at amortised cost were checked and confirmed with the financial information of the
respective related parties and related agreements. We also checked the financial situation of the related
parties to ensure that there are no recoverability issues.
Debt securities in issue
Key audit matter
The company’s main current liability is with respect to the payment of interest on debt securities in issue.
During the year, an additional €4,800,000 6% unlisted notes with a nominal value of €100 each were issued.
These notes are redeemable at par in 2027. Interest on the notes is due and payable annually in arrears on 9
November of each year at the above-mentioned rate.
How the key audit matter was addressed in our audit
Debt securities issued during the year were reconciled to the terms of the Offering Memorandum. It was
ensured that capitalisation of bond issue costs and amortisation of debt securities in issue was in accordance
with the company’s accounting policies. We also considered the company’s liquidity risk, to ensure that the
company can meet these obligations as they fall due.
Other information
The directors are responsible for the other information. The other information comprises the Directors’
report shown on pages 2 to 5 and the Corporate Governance – statement of compliance report, which we
obtained prior to the date of this auditor’s report, but does not include the financial statements and our
auditor’s report thereon.
Our opinion on the financial statements does not cover the other information.
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 Act.
Based on the work we have performed, in our opinion:
• the information given in the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the directors’ report has been prepared in accordance with the Act.
In addition, in light of the knowledge and understanding of the 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 and other information that we obtained prior to the date of this auditor’s report. We have
nothing to report in this regard.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
30
Responsibilities of those charged with governance for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS as adopted by the EU and are properly prepared in accordance with the provisions of
the Act, 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 relating to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
The directors are responsible for overseeing the company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
In terms of article 179A(4) of the Act, the scope of our audit does not include assurance on the future
viability of the audited entity or on the efficiency or effectiveness with which the directors have conducted or
will conduct the affairs of the entity.
As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
- Conclude on the appropriateness of management’s 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.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
31
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefit of such communication.
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
Report and Financial Statements of Endo Finance p.l.c. for the year ended 31 December 2022, entirely
prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Report and Financial Statements and the relevant
mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the
requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Report and Financial Statements and
the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the
evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the
requirements of ESEF Directive 6.
Our procedures included:
- Obtaining an understanding of the entity's financial reporting process, including the preparation of the
Report and Financial Statements, in accordance with the requirements of the ESEF RTS.
- Obtaining the Report and Financial Statements and performing validations to determine whether the
Report and Financial Statements have been prepared in accordance with the requirements of the
technical specifications of the ESEF RTS.
- We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the Report and Financial Statements for the year ended 31 December 2022 has been
prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
32
Report on the statement of compliance with the Principles of Good Corporate Governance
The Capital Markets 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 Capital Markets Rules also require us, as the auditor of the company, to include a report on the
Statement of Compliance prepared by the directors.
We read the Statement of Compliance with the Code of Principles of Good Corporate Governance and
consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not
extend to considering whether this statement is consistent with any other information included in the Annual
Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control included
in the Statement of Compliance with the Code of Principles of Good Corporate Governance cover all risks
and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or
its risk and control procedures.
In our opinion, the Corporate governance statement set out on pages 6 to 9 has been properly prepared in
accordance with the requirements of the Capital Markets Rules.
Other matters on which we are required to report by exception
We also have responsibilities:
- under the Companies Act, Cap 386 to report to you if, in our opinion:
- adequate accounting records have not been kept, or that returns adequate for our audit have not
been received from branches not visited by us;
- the financial statements are not in agreement with the accounting records and returns;
- we have not received all the information and explanations we require for our audit; or
- certain disclosures of directors’ remuneration specified by law are not made in the financial
statements, giving the required particulars in our report.
- in terms of Capital Markets Rules to review the statement made by the directors that the business is a
going concern together with supporting assumptions or qualifications as necessary.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2022
33
We have nothing to report to you in respect of these responsibilities.
Auditor tenure
This is the third year wherein we are acting as auditors. Our appointment will be renewed annually by
shareholders’ resolutions. The company first issued listed securities on the Malta Stock Exchange on
6 March 2019.
The engagement partner on the audit resulting in this independent auditor’s report is Sharon Causon.
GRANT THORNTON
Certified Public Accountants
Fort Business Centre
Triq L-Intornjatur
Central Business District
Birkirkara CBD 1050
Malta
28 April 2023
