Endo Finance p.l.c.
Report & Financial Statements
31 December 2024
Company Registration Number: C 89481
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
1
Contents
Directors’ report 2
Corporate governance – statement of compliance 6
Statement of profit or loss 11
Statement of financial position 12
Statement of changes in equity 13
Statement of cash flows 14
Notes to the financial statements 15
Independent auditor’s report 29
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
2
Directors’ report
The directors present their report and the audited financial statements for the year ended 31 December 2024.
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 Tankers Ltd (C 88663), Internship Management Limited (C
74524), Endo One Maritime Ltd (C 88665), Endo Two Maritime Ltd (C 88666), Endo Three Maritime Ltd
(C 88674), Endo Sirocco Maritime Limited (an entity incorporated under the laws of Cyprus with company
registration number HE 419463), Endo Levante Maritime Ltd (C 93341), Endo Tailwind Maritime Ltd (C
93340), Endo Gregale Maritime Ltd (C 104645), Endo Ostro Maritime Ltd (C 107043), IFP Marine
Holdings Ltd (C 106398), International Fender Providers FZCO (an entity incorporated under the laws of
the United Arab Emirates with licence number 26333), International Fender Providers SPC (an entity
incorporated under the laws of the Sultanate of Oman with registration number 1538018), Endo Maestrale
Maritime Ltd (an entity incorporated under the laws of Cyprus with company registration number HE
460088) 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 € 1,896,144 (2023: € 1,292,266) and finance
costs amounted to € 1,682,847 (2023: € 1,140,663). Administrative expenses amounted to € 176,328 (2023: €
115,669). Profit before tax for the year amounted to € 36,969 (2023: € 35,734).
The resulting earnings per share for the year under review was € 0.02 (2023: € 0.03). 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 € 288,637 (2023: € 283,868).
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
3
Financial key performance indicators
2024
2023
€
€
Investment income
1,896,144
1,292,266
Finance costs
1,682,847
1,140,663
Net profit after tax
4,769
7,422
Total equity and liabilities
31,709,010
30,134,023
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 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 2024
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 2024
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 2025 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 2025
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
10
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’) contained in Appendix 5.1 of the Capital Markets Rules for the year
ended 31
st
December 2024. 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 minimal
operations emanating from this task. Its primary function is the lending and monitoring of the proceeds of
debt securities issues, primarily 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). The Bonds are currently listed and trading
on the Official List of the Malta Stock Exchange.
In September 2022, the Company issued €4,800,000 6% unsecured notes due in 2027 in terms of an offering
memorandum dated 29 September 2022. The September 2022 notes were issued with the guarantee of Endo
Ventures Ltd (C 86730) and are not admitted or traded on the Malta Stock Exchange or any regulated
market.
In November 2023, the Company issued € 7,000,000 7.5% unsecured callable notes due in 2027 in terms of a
prospectus dated 29 November 2023. The November 2023 notes were issued with the guarantee of Endo
Ventures Ltd (C 86730) and are not admitted or traded on the Malta Stock Exchange or any regulated
market.
Compliance
The Board continues to consider compliance with the principles embodied in the Code and the Code’s
recommended practices aimed towards the fulfilment of these same principles to constitute an important
means of maintaining the confidence of bondholders and the market generally. 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 reporting 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 Investors - The Company is ultimately privately held and has no
institutional shareholders, therefore, Principle 10 does not, at present, apply to the Company.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
10
Principles 1, 3 and 4 – Board of directors, its composition and its responsibilities
The Board is responsible for overseeing the Company’s strategic planning process, as well as reviewing and
monitoring management’s execution of the corporate and business plans. The Board delegates certain
powers, authorities and discretions to the Audit Committee, as duly constituted in terms of the Capital
Markets Rules, the role and competence of which committee are further described hereunder.
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).
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.
Furthermore, the composition of the Board (which includes 3 independent, non-executive directors) ensures
that no individual has unfettered power of decision.
Principle 5 – Board Meetings
Meetings of the Board are held as frequently as considered necessary, with the minimum of four (4) meetings
being held annually – the Board met five (5) times during 2024. The Board members are notified of
forthcoming meetings at least seven (7) days before the said meeting. In addition, the notification includes
the issue of an agenda and any supporting documentation as necessary, in order to ensure that all meetings
are of a highly effective nature and all participants are well informed and able to effectively contribute to
Board decisions. Attendance with regards to Board meetings is recorded in the minutes of the meetings.
Board and Audit Committee meetings are attended by the Group Chief Financial Officer, in order for the
Board to have direct access to the financial results of the Group. This is also intended to ensure that the
policies and strategies adopted by the Board are effectively implemented by the finance team and senior
management.
All directors are kept adequately informed of all statutory and regulatory requirements connected to the
business of the Company on an on-going basis by the Company’s in-house and external financial and legal
advisors. The directors are also kept updated with respect to their obligations in terms of the Market Abuse
Regulation [Regulation (EU) No 596/2014] in view of their position as Restricted Persons (PDMRs and
Persons having access to Internal Information) of the Company.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
10
Principle 2 – Chairman and Chief Executive Officer
Mr Christopher Frendo chairs the Board. 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.
Principle 6 – Information and Professional Development
The Company firmly believes in the professional development of all the members in the organisation. The
executive directors are responsible for establishing and implementing schemes which are aimed to maintain
and recruit employees and management personnel. Furthermore, regular training exercises are held for the
Endo Group’s employees to keep abreast of current technological and other relevant subject matter trends
and practices. Directors are encouraged to talk directly to any member of management regarding any
questions or concerns the directors may have.
Principle 8 – Audit committee
The Audit Committee held four (4) 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 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.
The Audit Committee scrutinizes and monitors related party transactions. It considers the materiality and the
nature of the related party transactions carried out by the Company to ensure that the arms’ length principle
is adhered to at all times. As part of its duties, the Committee receives and considers reports on the historic
and projected financial performance of the Group and the audited statutory financial statements of the
companies comprising the Group. The Audit Committee is also tasked with assessing any potential conflicts
of interest between the duties of the directors and their respective private interests or duties unrelated to the
Company, to ensure that any potential abuse is managed, controlled and resolved in the best interests of the
Company and according to law.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
10
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. Policies and procedures are in place for the reporting and resolution of
fraudulent activities. 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.
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.
Principle 9 – Relations with shareholders and with the 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.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
10
Principle 11 – Conflicts of Interest
Directors are expected to always act in the best interests of the Company and its shareholders and investors.
Any actual, potential or perceived conflict of interest must be immediately declared by a director to the other
members of the Board, who then (also possibly through a referral to the Audit Committee) decide on
whether such a conflict exists. In the event that the Board perceives such interest to be conflicting with the
relative director’s duties, said director shall not vote at a meeting of directors in respect of any contract,
arrangement or proposal in which he/she has a material interest, whether direct or indirect.
Principle 12 – Corporate Social Responsibility
The Board is mindful of and seeks to adhere to sound principles of corporate social responsibility in its
management practices. This helps the Group develop strong relationships with its stakeholders and create
long-term value for society and its business.
In line with applicable Maltese legislation and regulatory frameworks, the Company integrates
Environmental, Social and Governance (ESG) principles and corporate social responsibility (CSR)
considerations into its strategic decision-making, risk management, and operational practices to promote
sustainable business growth and environmental and social responsibility. The Board shall continue to assess
the Company’s impact on the environment and society, adopting best practices to minimize its carbon
footprint and enhance workplace diversity and inclusion, among other initiatives. The Company remains
dedicated to fulfilling all legal and regulatory requirements concerning ESG and CSR, in alignment with
international best practices and stakeholder expectations.
The information as provided above is a fair summary of the Company’s adoption of the Code. The Company
has 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.
Statement by the directors on the financial statements and other information included in
the annual report
Pursuant to Capital Markets Rule 5.68, we, the undersigned, declare that to the best of our knowledge, the
financial statements included in the Annual Report, and prepared in accordance with the requirements of
International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets,
liabilities, financial position and profit of the Company, and that this report includes a fair review of the
development and performance of the business and position of the Company, together with a description of
the principal risks and uncertainties that it faces.
Signed on behalf of the Board of Directors on 28 April 2025 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.
Going concern
Under Corporate Governance requirements, the directors confirm that, having reviewed the Company’s
budget and forecast for 2025, 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 2025.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
11
Statement of profit or loss
Notes
2024
2023
€
€
Investment income
5
1,896,144
1,292,266
Finance costs
6
(1,682,847)
(1,140,663)
Gross profit
213,297
151,603
Administrative expenses
(176,328)
(115,669)
Profit before tax
7
36,969
35,734
Tax expense
9
(32,200)
(28,312)
Profit for the year
4,769
7,422
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
12
Statement of financial position
Notes
2024
2023
€
€
Assets
Non-current
Intangible assets
10
4,431
5,326
Loans receivable
11
28,599,223
17,525,654
28,603,654
17,530,980
Current
Loans receivable
11
331,640
312,474
Receivables
12
967,767
774,429
Current tax asset
18
5,060
-
Cash and cash equivalents
13
1,800,889
11,516,140
3,105,356
12,603,043
Total assets
31,709,010
30,134,023
Equity
Share capital
14
250,000
250,000
Retained earnings
38,637
33,868
Total equity
288,637
283,868
Liabilities
Non-current
Debt securities
15
24,942,458
24,831,194
Borrowings
16
3,839,770
4,164,200
28,782,228
28,995,394
Current
Borrowings
16
328,961
309,657
Trade and other payables
17
2,309,184
544,898
Current tax liability
18
-
206
2,638,145
854,761
Total liabilities
31,420,373
29,850,155
Total equity and liabilities
31,709,010
30,134,023
The financial statements on pages 11 to 28 were approved and authorised for issue by the Board of
Directors on 28 April 2025. 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
2024.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
13
Statement of changes in equity
Share
Retained
Total
capital
earnings
Equity
€
€
€
At 1 January 2023
250,000
26,446
276,446
Profit for the year
-
7,422
7,422
At 31 December 2023
250,000
33,868
283,868
At 1 January 2024
250,000
33,868
283,868
Profit for the year
-
4,769
4,769
At 31 December 2024
250,000
38,637
288,637
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
14
Statement of cash flows
Notes
2024
2023
€
€
Operating activities
Profit before tax
36,969
35,734
Adjustments for:
Amortisation of intangible assets
10
895
895
Amortisation of bond issue costs
15
111,264
61,280
Capitalisation of bond issue costs
15
-
(205,000)
Interest expense
6
1,682,847
1,140,663
Interest income
5
(1,896,144)
(1,292,266)
(64,169)
(258,694)
Changes in working capital:
Movement in trade and other receivables
(193,338)
4,083
Movement in trade and other payables
1,764,286
(20,491)
1,506,779
(275,102)
Taxes paid
18
(37,466)
(32,241)
Net cash generated from (used in) operating activities
1,469,313
(307,343)
Investing activities
Movement in loans to related parties
11
(11,092,735)
(331,948)
Interest received on loans to related parties
5
1,896,144
1,292,266
Net cash (used in) generated from investing activities
(9,196,591)
960,318
Financing activities
Proceeds from issue of debt securities
15
-
7,000,000
Movement in bank loans
16
(305,126)
306,936
Interest paid on bank borrowings
6
(271,097)
(232,038)
Interest paid on debt securities
6
(1,411,750)
(908,625)
Net cash (used in) generated from financing activities
(1,987,973)
6,166,273
Net movement in cash and cash equivalents
(9,715,251)
6,819,248
Cash and cash equivalents, beginning of year
11,516,140
4,696,892
Cash and cash equivalents, end of year
13
1,800,889
11,516,140
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
15
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 2024
Some accounting pronouncements which have become effective from 1 January 2024 and have therefore
been adopted are:
• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
• Non-current Liabilities with Covenants (Amendments to IAS 1)
These amendments do not have a significant impact on these financial statements and therefore no
disclosures have been made.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
16
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 and
amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC.
• Lack of Exchangeability (Amendments to IAS 21)
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS
9 and 7)
• IFRS 18 ‘Presentation and Disclosure in Financial Statements’
• IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’
None of these Standards or amendments to existing Standards 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.
With the exception of IFRS 18, these amendments are not expected to have a significant impact on the
financial statements in the period of initial application and therefore no disclosures have been made. The
company will assess the impact on disclosures from the initial adoption of IFRS 18. IFRS 18 will be effective
for annual reporting periods beginning on or after 1 January 2027. The company is not expected to early
adopt this new standard.
4 Material accounting policies
4.1 Overall considerations
An entity should disclose its material accounting policies. Accounting policies are material and must be
disclosed if they can be reasonably expected to influence the decisions of users of the financial statements.
4.2 Presentation of financial statements
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 has elected to present only a statement of profit or loss.
4.3 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.
4.4 Administrative expenses
Administrative expenses are recognised in the statement of profit or loss upon utilisation of the service or at
the date of their origin.
4.5 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’.
4.6 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 statement of profit or loss.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
17
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 statement of profit or loss. 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.
All income and expenses relating to financial assets that are recognised in the statement of profit or loss are
presented within ‘finance costs’ or ‘investment income’.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
18
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 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).
Debt issue costs in relation to debt securities in issue are amortised using straight-line method over the
period of the debt securities.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
19
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in the
statement of profit or loss are included within ‘finance costs’ or ‘finance income’.
4.9 Income taxes
Tax expense recognised in the statement of profit or loss 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 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and cash held under trustee accounts.
4.11 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.
4.12 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 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.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
20
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.
4.13 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
2024
2023
€
€
Interest income from group companies
1,715,040
1,123,041
Interest income from other related parties
181,104
169,225
1,896,144
1,292,266
6 Finance costs
2024
2023
€
€
Interest on debt securities in issue
1,411,750
908,625
Bank interest payable
271,097
232,038
1,682,847
1,140,663
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
21
7 Profit before tax
Profit before tax is stated after charging:
2024
2023
€
€
Auditor’s remuneration
5,880
5,600
Directors’ remuneration
24,000
24,000
Amortisation of intangible assets
895
895
8 Staff costs
2024
2023
€
€
Directors’ remuneration
24,000
24,000
The average number of persons employed by the company during the year was 3 (2023: 3).
9 Tax expense
The relationship between the expected tax expense based on the effective tax rate of the company at 35%
(2023: 35%) and the actual tax expense recognised in the statement of profit or loss can be reconciled as
follows:
2024
2023
€
€
Profit before tax
36,969
35,734
Tax rate
35%
35%
Expected tax expense
(12,939)
(12,507)
Adjustments for:
Non-deductible expenses
(18,948)
(15,492)
Deferred tax not recognised
(313)
(313)
Actual tax expense
(32,200)
(28,312)
10 Intangible assets
Website
€
Cost
At 31 December 2023 and 2024
8,949
Amortisation
At 1 January 2023
2,728
Charge for the year
895
At 31 December 2023
3,623
At 1 January 2024
3,623
Charge for the year
895
At 31 December 2024
4,518
Carrying amount
At 31 December 2024
4,431
At 31 December 2023
5,326
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
22
11 Loans receivable
Loan to
Loan to
related
parent
parties
Total
€
€
€
At 1 January 2023
250,000
17,256,180
17,506,180
Net funds advanced to related parties
-
331,948
331,948
At 31 December 2023
250,000
17,588,128
17,838,128
Net funds advanced to related parties
-
11,092,735
11,092,735
At 31 December 2024
250,000
28,680,863
28,930,863
Disclosed as follows:
Non-current
250,000
28,349,223
28,599,223
Current
-
331,640
331,640
Loan to parent is unsecured, bears interest at 5% (2023: 5%) per annum and is repayable after more than
one year.
Loans to related party:
(i) € 13,073,689 (2023: € 13,073,689) is unsecured, bears interest at 5.45% (2023: 5.45%) per annum, and is
repayable in full, together with any accrued interest, by 15 March 2029.
(ii) € 4,204,216 (2023: € 4,514,439) is unsecured, bears interest at 6.20% (2023: 5.25%) per annum, and is
repayable in monthly instalments, together with any accrued interest, by 31 July 2034.
(iii) € 6,764,838 (2023: € Nil) is unsecured, bears interest at 8.60% per annum, and is repayable by 31
December 2027.
(iv) € 4,638,120 (2023: € Nil) is unsecured, bears interest at 6.86% per annum, and is repayable by 31
December 2027.
The carrying amounts of loans to parent and related party are considered a reasonable approximation of fair
value.
12 Receivables
2024
2023
€
€
Amounts owed by related parties
965,542
769,124
Financial assets at amortised cost
965,542
769,124
Prepayments
2,225
5,305
Total receivables
967,767
774,429
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.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
23
13 Cash and cash equivalents
Cash and cash equivalents include the following components:
2024
2023
€
€
Cash at bank
889
520
Cash held by third-party independent custodian
1,800,000
11,515,620
Cash and cash equivalents in the statement of financial
position and statement of cash flows
1,800,889
11,516,140
The proceeds amounting to € 1,800,000 and forming part of the cash and cash equivalents as at 31
December 2024, are being held under custody by a third-party independent custodian, until a new mortgage
is registered over the vessel MV Mumtaz.
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.
2024
2023
€
€
.
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
15 Debt securities
2024
2023
€
€
At 1 January
24,831,194
17,974,914
Additions
-
7,000,000
Capitalisation of bond issue costs
-
(205,000)
Amortisation of bond issue costs for the year
111,264
61,280
At 31 December
24,942,458
24,831,194
Comprising:
Falling due within five years
24,942,458
11,481,265
Falling due after five years
-
13,349,929
24,942,458
24,831,194
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
24
As at 31 December 2024, the company had a balance of:
(i) € 13,379,943 (2023: € 13,349,929) 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) € 4,715,000 (2023: € 4,685,000) 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.
(iii) € 6,847,515 (2023: € 6,796,265) from the unlisted notes issue of € 7,000,000 7.5% unlisted notes of €
1,000 nominal value each, redeemable at par in 2027. The amount is made up of the unlisted notes issue of €
7,000,000 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 29 December 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.
16 Borrowings
2024
2023
€
€
Bank loan
4,168,731
4,473,857
Total borrowings
4,168,731
4,473,857
Comprising:
Current - due within one year
Bank loan
328,961
309,657
Non-current
- Due within two and five years
Bank loan
1,537,543
1,447,320
- Due after five years:
Bank loan
2,302,227
2,716,880
3,839,770
4,164,200
The company has a loan facility of € 4,900,000 (2023: € 4,900,000). The loan is secured by a special
hypothec over property in Marsa. It bears interest at 6.15% (2023: 6.15%) per annum. The loan is to be
repaid in 12 years through monthly instalments of € 48,014, inclusive of interest.
17 Trade and other payables
2024
2023
€
€
Trade payables
767
620
Amounts owed to a related party
1,800,000
-
Accruals
508,417
541,878
Other payables
-
2,400
Total trade and other payables
2,309,184
544,898
The amount owed to related party is unsecured, interest free and is repayable within one year.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
25
18 Current tax (asset) / liability
2024
2023
€
€
At 1 January
206
4,135
Provision for the year
32,200
28,312
Taxes paid
(37,466)
(32,241)
At 31 December
(5,060)
206
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 effected 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.
Details of transactions between the company and its related parties are disclosed below.
19.1 Transactions with group companies
2024
2023
€
€
Transactions with parent company:
Interest income
12,500
12,500
Transactions with directors:
Directors’ remuneration
24,000
24,000
Transactions with fellow subsidiaries:
Interest income
1,702,540
1,110,541
19.2 Transactions with other related parties
2024
2023
€
€
Transactions with company under common control:
Interest income
181,104
169,225
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.
Endo Finance p.l.c.
Report and financial statements
Year ended 31 December 2024
26
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
2024
2023
€
€
Classes of financial assets - carrying amounts
Financial assets at amortised cost:
- Loans receivable
11
28,930,863
17,838,128
- Amounts owed by related parties
12
965,542
769,124
- Cash and cash equivalents
13
1,800,889
11,516,140
31,697,294
30,123,392
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 2024
27
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 2024, cash and cash equivalents amounting to
€ 889 (2023: € 520) 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 2024 and 31 December 2023, 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 2024
Debt securities
24,942,458
30,277,577
1,420,500
28,857,077
-
Bank borrowings
4,168,731
5,521,524
576,168
2,304,672
2,640,684
Trade payables
767
767
767
-
-
Amounts owed to related parties
1,800,000
1,800,000
1,800,000
-
-
Accruals
508,417
508,417
508,417
-
-
Other payables
-
-
-
-
-
31,420,373
38,108,285
4,305,852
31,161,749
2,640,684
At 31 December 2023
Debt securities
24,831,194
31,688,009
1,420,500
16,615,634
13,651,875
Bank borrowings
4,473,858
6,097,692
576,168
2,304,672
3,216,852
Trade payables
620
620
620
-
-
Amounts owed to related parties
-
-
-
-
-
Accruals
541,878
541,878
541,778
-
-
Other payables
2,400
2,400
2,400
-
-
29,849,950
38,330,599
2,541,466
18,920,306
16,868,727
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 2024
28
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 4.7 for explanations about how the category of
financial instruments affects their subsequent measurement.
2024
2023
€
€
Non-current assets
Financial assets at amortised cost:
- Loans receivable
28,599,223
17,525,654
Current assets
Financial assets at amortised cost:
- Loans receivable
331,640
312,474
- Amounts owed by related parties
965,542
769,124
- Cash and cash equivalents
1,800,889
11,516,140
3,098,071
12,597,738
Non-current liabilities
Financial liabilities measured at amortised cost:
- Debt securities
24,942,458
24,831,194
- Borrowings
3,839,770
4,164,200
28,782,228
28,995,394
Current liabilities
Financial liabilities measured at amortised cost:
- Borrowings
328,961
309,657
- Trade payables
767
620
- Amounts owed to related party
1,800,000
-
- Accruals
508,417
541,878
- Other payables
-
2,400
2,638,145
854,555
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.
29
Grant Thornton Malta
Fort Business Centre, Level 2
Triq L-Intornjatur, Zone 1
Central Business District
Birkirkara CBD1050 Malta
T +356 20931000
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 28 which
comprise the statement of financial position as at 31 December 2024, 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 2024, 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 € 5,880. Other fees payable to the company’s auditors in respect of tax
compliance services rendered to the company amounted to € 575.
30
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.
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 reviewed the Expected Credit Losses
workings provided to us and ensured that no provision is required.
Debt securities in issue
Key audit matter
During 2023, the company issued unlisted € 7,000,000 7.5% Unsecured Callable Notes with a nominal
value of € 1,000 each, redeemable at par on 29 December 2027. Interest on the notes is due and
payable annually in arrears on 29 December of each year at the above-mentioned rate.
How the key audit matter was addressed in our audit
We reconciled the debt securities issued during the year to the terms of the Offering Memorandum.
The funds were still held by the custodian at year end. We obtained confirmation of balance from the
custodian. We also ensured that capitalisation of bond issue costs and amortisation of debt securities in
issue is 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.
31
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.
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.
32
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.
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.
33
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
2023, 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.
34
Opinion
In our opinion, the Report and Financial Statements for the year ended 31 December 2023 has been
prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Report on the statement of compliance with the Principles of Good Corporate Governance
The Capital 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 10 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.
We have nothing to report to you in respect of these responsibilities.
35
Auditor tenure
This is the fifth 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 Principal on the audit resulting in this independent auditor’s report is Sharon Causon.
Sharon Causon (Principal) for and on behalf of
GRANT THORNTON
Certified Public Accountants
Fort Business Centre
Triq L-Intornjatur, Zone 1
Central Business District
Birkirkara CBD 1050
Malta
28 April 2025
