ENDO FINANCE PLC FINANCIAL STATEMENTS 2025 v3

Endo Finance p.l.c.

Report & Financial Statements

31 December 2025

Company Registration Number: C 89481

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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 30

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Directors’ report

The directors present their report and the audited financial statements for the year ended 31 December 2025.

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 € 1,900,087 (2024: € 1,896,144) and finance costs

amounted to € 1,671,252 (2024: € 1,682,847). Administrative expenses amounted to € 188,764 (2024: €

176,328). Profit before tax for the year amounted to € 40,071 (2024: € 36,969).

The resulting earnings per share for the year under review was € 0.01 (2024: € 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 € 291,498 (2024: € 288,637).

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Financial key performance indicators

2025

2024

€

Investment income 1,900,087

1,896,144

Finance costs 1,671,252

1,682,847

Net profit after tax 2,861

4,769

Total equity and liabilities 30,181,786

31,709,010

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.

The company is indirectly exposed to geopolitical risks affecting the operations of its borrowers. In this

respect, the Board is closely following the developments in the Middle East and will take remedial action if

these developments have an impact on its borrowers business.

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 2025

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 2025

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 29 April 2026 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

29 April 2026

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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

December 2025. 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 the principles embodied in the Code and 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 – 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 – 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 2025

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 2025. 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.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Principle 2 – Chairman and Chief Executive Officer

Mr Christopher Frendo chairs the Board, which met five (5) 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.

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. The Chief Financial Officer regularly attends Board and Audit

Committee meetings.

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.

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 busine

ss 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.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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.

No business shall be transacted at a general meeting of the company unless a quorum of members is present

at the time the meeting proceeds to business. The quorum at any shareholder’s meeting shall be any number

of members holding not less than seventy-five per cent of the issued paid up shares conferring voting rights

in the company.

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.

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 – 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

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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.

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 (al

so 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 directo

rs in respect of any contract, arrangement

or proposal in which he 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.

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.

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 a

s 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 wi

th a description of

the principal risks and uncertainties that it faces.

Signed on behalf of the Board of Directors on 29 April 2026

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 2026, they consider that the company has adequate resources to continue in operation and

existence for the foreseeable future. Accord

ingly, 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 29 April 2026.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Statement of profit or loss

Notes 2025

2024

€

Investment income 5 1,900,087

1,896,144

Finance costs 6 (1,671,252)

(1,682,847)

Gross profit 228,835

213,297

Administrative expenses (188,764)

(176,328)

Profit before tax 7 40,071

36,969

Tax expense 9 (37,210)

(32,200)

Profit for the year 2,861

4,769

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Statement of financial position

Notes

2025

2024

€

Assets

Non

current

Intangible assets 10

3,536

4,431

Loans receivable 11

28,246,425

28,599,223

28,249,961

28,603,654

Current

Loans receivable

11 370,037

331,640

Receivables

12 1,558,812

967,767

Current tax asset

18 -

5,060

Cash and cash equivalents

13 2,976

1,800,889

931,82

3,105,356

Total assets

30,181,78

31,709,010

Equity

Share capital

14 250,000

250,000

Retained earnings

41,498

38,637

Total equity

291,498

288,637

Liabilities

Non

current

Debt securities

15 25,053,722

24,942,458

Borrowings

16 3,493,452

3,839,770

28,547,174

28,782,228

Current

Borrowings

16 349,772

328,961

Trade and other payables

17 966,854

2,309,184

Current tax liability

18 26,488

1,343,11

2,638,145

Total liabilities

29,890,28

31,420,373

Total equity and liabilities

30,181,78

31,709,010

The financial statements on pages 1

were approved and authorised for issue by the Board of Directors

on 29 April 2026. 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 202

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Statement of changes in equity

Retained

Total

capital

earnings

equity

€

At 1 January 2024 250,000

33,868

283,868

Profit for the year -

4,769

At 31 December 2024 250,000

38,637

288,637

At 1 January 2025 250,000

38,637

288,637

Profit for the year -

2,861

At 31 December 2025 250,000

41,498

291,498

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Statement of cash flows

Notes 2025

2024

€

Operating activities

Profit before tax 40,071

36,969

Adjustments for:

Amortisation of intangible assets 10 895

895

Amortisation of bond issue costs 15 111,264

111,264

Interest expense 6 1,671,252

1,682,847

Interest income 5 (1,900,087)

(1,896,144)

(76,605)

(64,169)

Changes in working capital:

Movement in trade and other receivables (591,045)

(193,338)

Movement in trade and other payables (1,342,330)

1,764,286

(2,009,980)

1,506,779

Taxes paid 18 (5,662)

(37,466)

Net cash (used in) generated from operating activities (2,015,642)

1,469,313

Investing activities

Movement in loans to related parties 11 314,401

(11,092,735)

Interest received on loans to related parties 5 1,900,087

1,896,144

Net cash generated from (used in) investing activities 2,214,488

(9,196,591)

Financing activities

Movement in bank loans 16

(325,507)

(305,126)

Interest paid on bank borrowings 6

(250,752)

(271,097)

Interest paid on debt securities 6 (1,420,500) (1,411,750)

Net cash used in financing activities (1,996,759)

(1,987,973)

Net movement in cash and cash equivalents (1,797,913)

(9,715,251)

Cash and cash equivalents, beginning of year 1,800,889

11,516,140

Cash and cash equivalents, end of year 13 2,976

1,800,889

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

Notes to the financial statements

1 Nature of operations

Endo Finance p.l.c. (the ‘c

ompany’) 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 2025

Some accounting pronouncements which have become effective from 1 January 2025 and have therefore been

adopted do not have a significant impact on the company’s financial results or position.

Amendments that are effective for the first time in 2025 and could be applicable to the company are:

 Lack of Exchangeability (Amendments to IAS 21).

These amendments do not have a significant impact on these financial statements and therefore the disclosures

have not been made.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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. None of

these Standards or amendments to existing Standards have been adopted early by the company and no

Interpretations have been issued that are applicable and need to be taken into consideration by the company

at either reporting date.

Standards and amendments that are not yet effective and have not been adopted early by the company include:

 Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9

and 7)

 Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

 Annual Improvements to IFRS Accounting Standards—Volume 11

 IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’

 Amendments to IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’

These Standards and 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.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or

after the effective date of the pronouncement.

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The

adoption of IFRS 18 ‘Presentation and Disclosure in financial statements’, effective for periods commencing

on or after 1 January 2027, is expected to have a material impact on the presentation of the financial Statements,

and therefore relevant disclosures are included below.

Although IFRS 18 includes many of the requirements of IAS 1, it introduces new requirements to better

structure financial statements and to provide more detailed and useful information to investors, including:

 two new subtotals defined in the statement of profit or loss, namely (1) operating profit and (2)

profit or loss before financing and income taxes

 the classification of all income and expenses within the statement of profit or loss in one of five

categories

 a new requirement to disclose performance measures defined by management, and

 an improvement in the principles related to the aggregation and disaggregation of information in

the financial statements and accompanying notes.

IFRS 18 will be applied retrospectively with specific transitional provisions.

The company is currently working to identify all of the impacts that IFRS 18 will have on the primary financial

statements and notes to the financial statements.

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.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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 and debt securities in issue.

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.

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.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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 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’.

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.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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 borrowings and 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.

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.

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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 u

nless 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-tax

able 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.

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.

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 in

formation and application of judgement are inherent in making

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

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 recogni

sed 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 intangible 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

2025

2024

€

Interest income from group companies

1,714,992

1,715,040

Interest income from other related parties

185,095

181,104

1,900,087

1,896,144

6 Finance costs

2025

2024

€

Interest on debt securities in issue

1,420,500

1,411,750

Bank interest payable

250,752

271,097

1,671,252

1,682,847

7 Profit before tax

Profit before tax is stated after charging:

2025

2024

€

Auditor’s remuneration

6,300

5,880

Directors’ remuneration

24,000

Amortisation of intangible assets

895

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

8 Staff costs

2025

2024

€

Directors’ remuneration

24,000

The average number of persons employed by the company during the year was 3 (2024: 3).

9 Tax expense

The relationship between the expected tax expense based on the effective tax rate of the company at 35%

(2024: 35%) and the actual tax expense recognised in the statement of profit or loss can be reconciled as

follows:

2025 2024

€ €

Profit before tax 40,071

36,969

Tax rate 35%

35%

Expected tax expense (14,025)

(12,939)

Adjustments for:

Non-deductible expenses (23,185)

(18,948)

Deferred tax not recognized -

(313)

Actual tax expense (37,210)

(32,200)

10 Intangible assets

Website

€

Cost

At 31 December 2024 and 2025

8,949

Amortisation

At 1 January 2024 3,623

Charge for the year 895

At 31 December 2024

4,518

At 1 January 2025 4518

Charge for the year 895

At 31 December 2025

5,413

Carrying amount

At 31 December 2025

3,536

At 31 December 2024

4,431

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

11 Loans receivable

Loan to

elated

parent

Parties

Total

€

At 1 January 2024 250,000

17,588,128

17,838,128

Net funds advanced to related parties -

11,092,735

At 31 December 2024

250,000

28,680,863

28,930,863

Net funds advanced to related parties -

(314,401)

31 December 2025

250,000

28,366,462

28,616,462

Disclosed as follows:

Non-current 250,000

27,996,425

28,246,425

Current -

370,037

Loan to parent is unsecured, bears interest at 5% (2024: 5%) per annum and is repayable after more than one

year.

Loans to related parties:

(i) € 13,073,689 (2024: € 13,073,689) is unsecured, bears interest at 5.51% (2024: 5.45%) per annum, and is

repayable in full, together with any accrued interest, by 15 March 2029.

(ii) € 3,889,815 (2024: € 4,204,216) of which € 1,286,319 is unsecured, bears interest at 6.20% (2024: 6.20%)

per annum, and the remaining balance of € 2,603,496 carried interest of 6.2% from 01/01/2025 to

30/06/2025 and from 01/07/2025 to 31/12/2025 carried interest of 7.5%, all of which is repayable in

monthly instalments, together with any accrued interest, by 31 July 2034.

(iii) € 6,764,838 (2024: € 6,764,838) is unsecured, bears interest at 8.60% per annum, and is repayable by 31

December 2027.

(iv) € 4,638,120 (2024: € 4,638,120) 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 parties are considered a reasonable approximation of fair

value.

12 Receivables

202

2024

€

Amounts owed by related parties

1,556,587

965,542

Financial assets at amortised cost

1,556,587

965,542

Prepayments

2,225

Total receivables

1,558,81

967,767

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 2025

13 Cash and cash equivalents

Cash and cash equivalents include the following components:

2025

2024

€

Cash at bank

2,976

889

Cash held by third-party independent custodian

1,800,000

Cash and cash equivalents in the statement of financial

position and statement of cash flows

2,9

1,800,889

The proceeds amounting to € 1,800,000 and forming part of the cash and cash equivalents as at 31

December 2024, were being held under custody by a third-

party independent custodian, until a new mortgage

is registered over the vessel MV Mumtaz. This was released in year 2025.

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.

2025

2024

€

authorised at 31 December:

250,000 ordinary shares at € 1 each

250,000

Shares issued and fully paid

up at 31 December:

250,000 ordinary shares at € 1 each

250,000

15 Debt securities

202

€

At 1 January

24,942,458

24,831,194

Amortisation of bond issue costs for the year

111,264

At 31 December

25,053,722

24,942,458

Comprising:

Falling due within five years

25,053,722

24,942,458

Falling due after five years

25,053,722

24,942,458

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

As at 31 December 2025, the company had a balance of:

(i) € 13,409,957 (2024: € 13,379,943) 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) € 4,745,000 (2024: € 4,715,000) 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) € 6,898,765 (2024: € 6,847,515) 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

202

2024

€

Bank loan

3,843,224

4,168,731

Total borrowings

3,843,224

4,168,731

Comprising:

Current

due within one year

Bank loan

349,772

328,961

Non-current

Due within two and five years

Bank loan

1,634,814

1,537,543

Due after five years:

Bank loan

1,858,638

2,302,227

3,493,452

3,839,770

The company has a loan facility of € 4,900,000 (2024: € 4,900,000). The loan is secured by a special

hypothec over property in Marsa. It bears interest at 6.15% (2024: 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

2025

2024

€

Trade payables

14,929

767

Amounts owed to a related parties

369,741

1,800,000

Accruals

578,984

508,417

Other payables

3,200

Total trade and other payables

966,854

2,309,184

Endo Finance p.l.c.

Report and financial statements

Year ended 31 December 2025

18 Current tax liability / (asset)

2025

2024

€

At 1 January

(5060)

206

Provision for the year

37,210

32,200

Taxes paid

(5,662)

(37,466)

At 31 December

26,48

(5,060)

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 directo

rs, 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

2025

2024

€

Transactions with parent company:

Interest income

12,500

Transactions with directors:

Directors’ remuneration

24,000

Transactions with fellow subsidiaries:

Interest income

1,714,992

1,702,540

19.2 Transactions with other related parties

202

2024

€

Transactions with company under common control:

Interest income

185,095

181,104

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 2025

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

202

2024

€

Classes of financial assets - carrying amounts

Financial assets at amortised cost:

- Loans receivable 11

28,616,462

28,930,863

- Amounts owed by related parties 12

1,556,587

965,542

- Cash and cash equivalents 13

2,976

1,800,889

30,17

6,025

31,697,294

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 2025

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 2025, cash and cash equivalents amounting to

€ 2,976 (2024: € 889) 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 2025 and 31 December 2024, 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 2025

Debt securities

25,053,722

28,857,077 1,420,500 27,436,577 -

Bank borrowings

3,843,224

4,945,442

576,168

2,304,672

2,064,602

Trade payables

14,929

Amounts owed to related parties

369,741

Accruals

578,984

29,860,

600

34,766

,173

2,960,322

29,741,249

064,602

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

Amounts owed to related parties

1,800,000

Accruals

508,417

31,420,373

38,108,285

4,305,852

31,161,749

2,640,684

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 2025

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.

2025

2024

€

Non

current assets

Financial assets at amortised cost:

- Loans receivable

28,2

46,425

28,599,223

Current assets

Financial assets at amortised cost:

- Loans receivable 370,037

331,640

- Amounts owed by related parties

1,556,587

965,542

- Cash and cash equivalents 2,976

1,800,889

1,9

600

3,098,071

Non

current liabilities

Financial liabilities measured at amortised cost:

- Debt securities 25,053,722

24,942,458

- Borrowings 3,493,452

3,839,770

28,547,174

28,782,228

Current liabilities

Financial liabilities measured at amortised cost:

- Borrowings 349,772

328,961

- Trade payables 14,929

767

- Amounts owed to related parties 369,741

1,800,000

- Accruals 578,984

508,417

1,313,426

2,638,145

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.

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.

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 11 to

29 which comprise the statement of financial position as at 31 December 2025, and the

statement of profit or loss, 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 2025, 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 € 6,300. Other fees payable to the company’s auditors in respect of tax

compliance services rendered to the company amounted to € 575.

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.

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 on pages 6 to 10, 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.

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.

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.

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

2025, 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

2025 has been prepared, in all material respects, in accordance with the

requirements of the ESEF RTS.

Report on the statement of compliance with the Principles of Good Corporate

Governance

The 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 of compliance 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;

- 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.

Auditor tenure

This is the sixth 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

29 April 2026