Company Registration Number: C 105589
FINESTDAY MALTA P.L.C.
(formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements
31 December 2025
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
Contents
Pages
Directors, officers and other information 1
Directors’ report 2 - 3
Statement of Directors’ responsibilities for the financial statements 4 - 5
Statement of compliance with the Code of Principles of Good Corporate Governance 6 - 13
Statement of financial position 14
Statement of profit and loss 15
Statement of changes in equity 16
Statement of cash flows 17
Notes to the financial statements 18 - 38
Independent auditors’ report 39 - 48
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
1
Directors, officers and other information
Directors:
Winston J. Zahra
Albert Frendo (appointed on 12 January 2026)
Kenneth Abela (appointed on 12 January 2026)
Steven Coleiro (appointed on 12 January 2026)
Company secretary:
Forth Advisory Limited
Registered office:
239/1,
Triq Salvu Psaila,
Birkirkara, BKR 9078,
Malta
Country of incorporation:
Malta
Company registration number:
C 105589
Bankers:
Bank of Valletta p.l.c.
58, Zachary Street,
Valletta, VLT 1130,
Malta
Legal advisor:
InariLaw
239, Triq Salvu Psaila,
Birkirkara, BKR 9078,
Malta
Auditor:
GCS Assurance Malta Limited
Agora Business Centre, Level 2,
Valley Road,
Msida, MSD 9020,
Malta
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
2
Directors’ report
The Directors of the Company present their report and the audited financial statements for the year ended
31 December 2025.
Overview and principal activities
Finestday Malta p.l.c. (formerly Finestday Malta Limited) (the “Company”) is a public limited liability
company incorporated in Malta on 8 June 2023 with registration number C 105589. The registered address
of the Company is 239/1, Triq Salvu Psaila, Birkirkara, BKR 9078, Malta. These financial statements cover
the financial year ended 31 December 2025.
The Company’s principal activity is to act as a finance company of the Group (constituting of Projectco 2024
Limited, a company registered under the laws of England and Wales with company registration number CN
16138188, and its direct and indirect subsidiaries) as and when the demands of the business of the Group
so require.
Review of the business
During the year ended 31 December 2025, the Company made a profit before tax of €75,687 (2024
(restated): loss before tax of €40,721). As at 31 December 2025, the Company was in a net asset position
of €151,806 (2024 (restated): net liability position of €172,716).
Results and dividends
The statement of profit and loss is set out on page 15. The Directors do not recommend the payment of a
dividend during the year ended 31 December 2025.
Financial risk management
The Company is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk,
as disclosed in Note 3 to the financial statements.
Outlook for 2026
The financial year ending 31 December 2026 is not expected to vary significantly to the year ended due to
the nature of the business. The additional debt taken on by the Company during the first quarter of 2026 as
a result of the issuance of a €25 million bond on the Malta Stock Exchange has been lent to the parent of
the Group and its subsidiaries for the uses as defined in the Prospectus dated 12 February 2026. The
intercompany loans between the Group parent and its subsidiaries are such that the costs of the Company
will be fully recovered during the financial year.
Corporate governance
The Directors are committed and fully support the adoption of the relevant corporate governance standards,
in this case the Code of Principles of Good Corporate Governance (the “Code”), which entails amongst
others, principles such as the appointment of independent Directors to the Board, the formation of an audit
committee as well as the continued adoption of internal controls to manage, review and safeguard the
Company’s assets and operations.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
3
Directors’ report - continued
Going concern statement pursuant to Capital Markets Rule 5.62
In forming our opinion on the financial statements, we have considered the appropriateness of the Directors’
use of the going concern basis of accounting. The Directors have prepared forecasts and cash flow
projections covering a period of at least twelve months from the date of approval of the financial statements
and have considered the Group’s financial performance, liquidity position and access to funding.
Based on the evidence obtained, we have not identified any material uncertainties that may cast significant
doubt on the Group’s ability to continue as a going concern. Accordingly, we conclude that the use of the
going concern basis of accounting in the preparation of the financial statements is appropriate, based on
the presumption that the immediate parent company will continue to provide the Company with the
necessary financial support to enable it to meet its obligations as and when they fall due. The immediate
parent company has provided an undertaking that it will support the Company to ensure that it will have
sufficient funds to pay all liabilities as and when they fall due.
Board of Directors
The Directors who served during the period and up till the date of this report are as follows:
Mr Winston J. Zahra (Executive Director)
Albert Frendo (Non-Executive Director) - appointed on the 12 January 2026
Kenneth Abela (Non-Executive Director) - appointed on the 12 January 2026
Steven Coleiro (Non-Executive Director) - appointed on the 12 January 2026
As from 12
January 2026, Mr Winston J. Zahra has been appointed as Chairman of the Board of Directors
and Mr. Albert Frendo has been appointed Chairman of the Audit Committee.
In accordance with the Company’s articles of association all Directors are to remain in office.
Auditors
GCS Assurance Malta Limited have indicated their willingness to continue in office and a resolution for their
re-appointment will be proposed at the Annual General Meeting.
Signed on behalf of the Company’s Board of Directors on 29 April 2026 by Winston J. Zahra and
Albert Frendo as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in
conjunction with the Annual Report and Financial Statements for the year ended 31 December 2025.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
4
Statement of Directors’ responsibilities for the financial statements
The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements in
accordance with generally accepted accounting principles and practice which give a true and fair view of
the state of affairs of the Company as at the end of each reporting period and of the profit or loss for the
period then ended.
In preparing the financial statements, the Directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with International
Financial Reporting Standards as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the circumstances;
• ensuring that the financial statements are prepared on the going concern basis unless it is
inappropriate to presume that the Company will continue in business as a going concern.
The Directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the Company and which enable the Directors to
ensure that the financial statements comply with the Maltese Companies Act (Cap. 386). This responsibility
includes designing, implementing and maintaining such internal controls as the Directors determine are
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error. The Directors are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Additionally, the Directors are responsible for:
• the preparation and publication of the Annual Financial Report, including the financial statements,
in XHTML format in accordance with the requirements of the European Single Electronic Format
Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU)
2019/915 (the “ESEF RTS”), as required by the Capital Markets Rule 5.56A;
• designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report in XHTML format, that is free from material misstatement, whether due to fraud or
error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into
a single electronic reporting format.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
5
Statement of Directors’ responsibilities for the financial statements - continued
Statement of responsibility pursuant to the Capital Markets Rules issued by the Malta Financial Services
Authority
In accordance with Capital Markets Rule 5.68, we confirm that to the best of our knowledge:
a) the financial statements give a true and fair view of the financial position of the Company as at 31
December 2025 and of their financial performance and cash flows for the year then ended, in
accordance with International Financial Reporting Standards adopted by the EU (or “IFRS” as
adopted by the EU); and
b) the Directors’ report includes a fair review of the performance of the business and the financial
position of the Company, together with a description of the principal risks and uncertainties that
they face.
Signed on behalf of the Company’s Board of Directors on 29 April 2026 by Winston J. Zahra and
Albert Frendo as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in
conjunction with the Annual Report and Financial Statements for the year ended 31 December 2025.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
6
Statement of compliance with the Code of Principles of Good Corporate
Governance
Introduction
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority (the “Rules”),
Finestday Malta p.l.c. (formerly Finestday Malta Limited) (the “Company”) is required to report on the
extent of its adoption of the Code of Principles of Good Corporate Governance (the “Principles”) contained
in Appendix 5.1 to Chapter 5 of the Rules (the “Code”). In terms of Rule 5.94, the Company is hereby
reporting on the extent of its adoption of the Code and on the effective measures it has taken to ensure
compliance throughout the accounting year with the requirements of the Principles set out in the Code.
The Company acknowledges that the Code does not dictate or prescribe mandatory rules, but recommends
principles of good practice. Nonetheless, the Directors strongly believe that the Principles are in the best
interest of the Company, its shareholders and other stakeholders, primarily because compliance with
principles of good corporate governance is expected by investors of the Company’s securities admitted to
the Official List of the Malta Stock Exchange and also because it evidences the Directors’ and the
Company’s commitment to a high standard of Corporate Governance. Additionally, the Board recognises
that, by virtue of Rule 5.101, the Company is exempt from making available the information required in
terms of Rules 5.97.1 to 5.97.3; 5.97.6 and 5.97.8.
General
The primary responsibility for good corporate governance lies with the Company’s Board of Directors (the
“Board”), which is responsible for the overall determination of the Company’s policies and business
strategies. The Company’s principal activity is to act as a finance company. It does not carry out any trading
activities of its own and its sole purpose is that of raising funds for the purposes of on-lending to its
immediate parent company.
Notwithstanding that as at the end of the reporting period the Company was not required to present a
Corporate Governance Statement of Compliance, the Board has nonetheless carried out a review of the
Company’s compliance with the Code as at the date of this report. It has taken measures for the Company
to comply with the requirements of the Code to the extent that it is considered appropriate and
complementary to the size, nature and operations of the Company. Accordingly, in general, the Directors
believe that the Company has adopted appropriate structures to achieve an adequate level of good
corporate governance, together with an adequate system of control in line with the Company’s
requirements. The Board shall keep the principles of the Code under review and shall monitor any
developments in the Company’s business to evaluate the need to introduce new corporate governance
structures or mechanisms, as and when the need arises.
This Statement will now set out the structures and processes in place within the Company and how these
effectively achieve the goals set out in the Code. For this purpose, this Statement will make reference to
the pertinent Principles of the Code and then set out the manners in which the Directors believe that such
Principles have been adhered to. Where the Company has not complied with any of the Principles of the
Code, this Statement will provide an explanation for the non-compliance. For the avoidance of doubt,
reference in this Statement to compliance with the Principles of the Code means compliance with the Code’s
main principles and provisions.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
7
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code
Principle One: The Company’s Board of Directors
For the financial year ended 31 December 2025, the Director in office during the reporting period (namely
Mr Winston J. Zahra) provided the necessary leadership in the overall direction of the Company and
performed the responsibilities required for the efficient and smooth running of the Company. Three
additional Directors were appointed in January 2026, following the reporting period, in anticipation of and in
connection with the issuance of the bond and thereafter the Company becoming subject to the Rules.
As at the date of this report, the Board was composed of members who were honest, competent and solvent
and therefore fit and proper to direct the business of the Company. The Directors are, and remain, fully
aware of and conversant with the statutory and regulatory requirements applicable to the Company’s
business, including those arising following the admission of the Company’s bonds to listing. The Board is
accountable for its performance and that of its delegates to shareholders and other relevant stakeholders.
During the financial year under review, the Board adopted prudent and effective systems aimed at ensuring
appropriate oversight of the Company’s operations and maintaining an open dialogue with senior
management. These systems have continued to be developed and formalised following the end of the
reporting period, in line with the Company’s obligations following the admission of the Company’s bonds to
listing.
During the reporting period, the composition of the Board reflected the stage and scale of the Company’s
operations at that time. Following the end of the financial year and prior to the listing of the Company’s
bonds, the Board was reconstituted to ensure an appropriate balance of executive and non-executive
Directors and to enable the Board to exercise effective oversight of the Company’s performance and
business activities in accordance with the Code.
Whilst, during the year under review, the Board did not have a formally constituted Audit Committee, an
Audit Committee, with clearly defined terms of reference, was established following the end of the reporting
period, in line with the requirements of the Rules. Further details in relation to this committee and its
responsibilities are set out under Principle Four of this Statement.
Principle Two: The Company’s Chairman and Chief Executive Officer (“CEO”)
Given that the Company acts as the financing arm of Projectco 2024 Limited and the Group of Companies,
and does not carry out other operations of its own, the Company has not appointed a CEO as the Board
does not deem this required.
Nevertheless, it has appointed a separate Chairman, whose role is to lead the Board. As at the date of this
report, Winston J. Zahra occupies the post of Chairman.
The Chairman is responsible for:
• leading the Board and setting its agenda;
• ensuring that the Board is in receipt of precise, timely and objective information to enable the Board
to take sound and commercially reasonable decisions and effectively monitor the performance of
the Company;
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
8
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code - continued
Principle Two: The Company’s Chairman and Chief Executive Officer (“CEO”) - continued
• encouraging and supporting active engagement by all Directors for discussion of complex and
contentious issues and ensuring that all Directors are afforded ample opportunity to contribute to
the issues on the agenda and present their views; and
• ensuring effective communication and relationship management with the Company’s shareholders.
The Company has its own management structure and accounting system and internal controls, and is
governed by its own Board, whose members are appointed by the shareholders of the Company. This
provides sufficient delegation of powers to achieve effective management. The organisational structure
ensures that decision making powers are spread wide enough to allow proper control and reporting systems
to be in place and maintained in such a way that no one individual or small group of individuals has
unfettered powers of decision.
Principle Three: Composition of the Board
During the financial year under review, the Board was composed of one (1) Director. On 12 January 2026,
three (3) other Directors were appointed, and as at the date of these financial statements the Board is
composed of four (4) members, with one (1) executive and three (3) non-executive Directors, with each
Director offering core skills and experience that are relevant for the successful operation of the Company.
The Board is responsible for the overall long-term strategy and general policies of the Company, monitoring
the Company’s systems of control and financial reporting and communicating effectively with the market as
and when necessary.
The Board of Directors consists of the following:
• Winston J. Zahra - Chairman/Executive Director
• Albert Frendo - Independent Non-Executive Director
• Kenneth Abela - Independent Non-Executive Director
• Steven Coleiro - Independent Non-Executive Director
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors
for the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is
made by the Board to fill a casual vacancy, which appointment would be valid until the conclusion of the
next Annual General Meeting of the Company, following such an appointment. In terms of the Articles of
Association, a Director shall hold office until death or until they retire or are removed by the Company in
accordance with article 140 of the Maltese Companies Act (Cap. 386). All Directors shall retire from office
once at least in each three (3) years but shall be eligible for re-election.
None of the independent non-executive Directors:
a) is or has been employed in any capacity with the Company and/or the Group;
b) has or had a significant business relationship with the Company and/or the Group;
c) has received significant additional remuneration from the Company and/or the Group;
d) has served on the Board for more than twelve (12) consecutive years; or
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
9
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code - continued
Principle Three: Composition of the Board - continued
e) is or has been within the last three (3) years an engagement partner or a member of the audit team
of the present external auditors of the Company and/or the Group.
Each non-executive Director has declared in writing to the Board that he undertakes:
a) to maintain in all circumstances his independence of analysis, decision and action;
b) not to seek or accept any unreasonable advantages that could be considered as compromising his
independence; and
c) to clearly express his opposition in the event that he finds that a decision of the Board may harm
the Company.
Principle Four: The responsibilities of the Board
During the year under review, the Board of Directors was composed of a single Director and, accordingly,
no Board committees were constituted during the reporting period. In line with the Code, the Board retained
overall responsibility for the oversight of the Company’s financial reporting processes, internal control
framework and risk management systems, and ensured that these functions were appropriately discharged
having regard to the size, structure and operations of the Company at the time.
Following the end of the financial year, and in January 2026, the Board was reconstituted with the
appointment of three additional Directors in anticipation of, and following, the admission of the Company’s
bonds to listing on the Malta Stock Exchange. This reconstitution was undertaken to ensure that the
Company’s governance framework is fully aligned with the requirements of the Code and the Rules.
The Audit Committee
An Audit Committee was subsequently established in line with the applicable regulatory requirements. The
Audit Committee has been entrusted with responsibility for, inter alia, monitoring the integrity of the
Company’s financial statements, overseeing the effectiveness of the Company’s internal control and risk
management systems, and maintaining an appropriate and effective relationship with the Company’s
external auditors. The Audit Committee operates in accordance with formally approved terms of reference,
which clearly define its role, responsibilities and reporting obligations to the Board.
The Board considers that, following the reconstitution of the Board and the establishment of the Audit
Committee, the Company has put in place an appropriate governance and oversight framework which is in
line with Principle 4 of the Code and is commensurate with the Company’s obligations as a listed entity.
The Board has set formal terms of establishment and the terms of reference of the Audit Committee that
establish its composition, role and function, the parameters of its remit as well as the basis for the processes
that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly
responsible and accountable to the Board.
Furthermore, the Audit Committee has the role and function of scrutinizing and evaluating any proposed
transaction to be entered into by the Company with a related-party, to ensure that the execution of any such
transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Company.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
10
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code - continued
Principle Four: The responsibilities of the Board - continued
The Audit Committee - continued
The Audit Committee is composed of three (3) members:
• Albert Frendo – Chairman
• Kenneth Abela – Member
• Steven Coleiro – Member
All three members of the Committee are independent non-executive Directors and considered by the Board
to be competent in accounting and/or auditing in terms of the Rules.
In terms of Capital Markets Rule 5.127.7, the Audit Committee is responsible for developing and
implementing policy on the engagement of the external auditors to supply non-audit services.
Internal control and risk management
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.
During the financial year under review, the Company operated a system of internal controls which provided
reasonable assurance of effective and efficient operations covering all controls, including financial and
operational controls and compliance with laws and regulations. Processes are in place for identifying,
evaluating and managing the significant risks facing the Company.
Principle Five: Board meetings
During the year under review, the Board of Directors was composed of a single Director. As a result, formal
Board meetings were not required during the reporting period. Following the end of the financial year, and
in January 2026, three additional Directors were appointed in preparation for, and following, the admission
of the Company’s bonds to listing on the Malta Stock Exchange.
Following the reconstitution of the Board, the Directors shall meet as often and as frequently as required to
enable the Board to discharge its duties effectively and in line with the requirements of the Code and the
Rules. In terms of the Articles of Association of the Company, Directors shall be notified of forthcoming
meetings by the Company Secretary at least seven (7) days in advance, together with an agenda and the
relevant supporting Board papers. Minutes shall be prepared in respect of Board meetings, faithfully
recording attendance, discussions and resolutions taken.
The Chairman ensures that all relevant matters are included on the agenda and are supported by adequate
and timely information, whilst encouraging open discussion, the expression of differing views where
appropriate, and providing all Directors with the opportunity to contribute effectively to the matters under
consideration. The agenda for Board meetings is structured so as to strike an appropriate balance between
long-term strategic matters and short-term performance and operational issues.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
11
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code - continued
Principle Five: Board meetings - continued
Directors are expected to attend meetings regularly and to dedicate sufficient time and attention to the
proper performance of their duties as Directors of the Company.
The Board has access to the advice and services of the Company Secretary, who is responsible to the
Board for ensuring that Board procedures are complied with and for facilitating effective information flows
between the Board and, where applicable, its committees, including the Audit Committee.
Principle Six: Information and professional development
The Board recognises the importance of ensuring that Directors are provided with timely, accurate and
sufficient information to enable them to effectively discharge their duties and responsibilities, and that they
are afforded appropriate opportunities for ongoing professional development, in line with the Code.
During the financial year under review, the Board was composed of a single Director who was directly
involved in the management of the Company and had access to all operational, financial and regulatory
information relevant to the Company’s activities. Information was made available as required to enable
informed decision-making, having regard to the size, structure and operations of the Company at the time.
On joining the Board, the new Directors underwent an induction training covering the Company’s
organization and activities and their responsibilities as a Director. The Company shall ensure that all
Directors receive, on a timely basis, adequate information relating to the matters to be discussed at Board
and committee meetings, including agendas and supporting documentation, to enable them to properly
prepare for such meetings.
The Board also recognises the importance of ongoing professional development for Directors, particularly
in light of their statutory duties and obligations, the requirements and implications of relevant legislation, as
well as their rights, duties and obligations, under the Companies articles of association, the Rules, the
Market Abuse Regulation (EU Regulation 596/2014) and internal policies and procedures. Directors are
encouraged to participate in training and development programmes relevant to their role, including updates
on regulatory, governance and industry-specific developments. Where necessary, the Company facilitates
access to external professional advice and training to ensure that Directors maintain and enhance the
knowledge and skills required to fulfil their responsibilities effectively.
The Board considers that, following its reconstitution, appropriate arrangements are in place to ensure
compliance with the Code and that the Company’s practices relating to the provision of information and
professional development are commensurate with its obligations as an issuer.
Principle Seven: Evaluation of the Board’s performance
Due to the size, nature and operations of the Company, the Board of Directors does not consider it
necessary to appoint a committee to carry out a performance evaluation of its role, as the Board of Directors’
performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of the Board of
Directors itself (more than half of which is composed of independent non-executive Directors), the
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
12
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code - continued
Principle Seven: Evaluation of the Board’s performance - continued
Company’s shareholders, the market and all of the rules and regulations to which the Company is subject
as a company with its securities listed on a regulated market.
Principle Eight: Remuneration and nomination committees
The Board of Directors considers that the size and operations of the Company do not warrant the setting
up of remuneration and nomination committees. In particular, the Company does not believe it is necessary
to establish a nomination committee as appointments to the Board of Directors are determined by the
shareholders of the Company in accordance with the appointment process set out in the Company’s
Memorandum and Articles of Association. The Company considers that the members of the Board of
Directors possess the level of skill, knowledge and experience expected in terms of the Code.
Principles Nine and Ten: Relations with shareholders and with the market
Pursuant to the Company’s statutory obligations in terms of the Maltese Companies Act (Cap. 386), the
Annual Report and Financial Statements, the election of Directors and approval of Directors’ fees, the
appointment of the external auditors and the authorisation of the Directors to set the auditors’ fees, and
other special business, are proposed and approved at the Company’s Annual General Meeting.
The Board is responsible for making relevant public announcements. It is also responsible to ensure that
the Company is meeting its continuing obligations in terms of the Rules. During the financial year under
review, the Company was not subject to the Rules, and accordingly, no company announcements were
required or issued during that period.
Principle Eleven: Conflicts of interest
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and
its shareholders as a whole and of their obligation to avoid conflicts of interest. Any Directors of the
Company who hold a direct beneficial interest in the share capital of the Company are susceptible to
conflicts arising between the potentially diverging interests of the shareholders and the Company.
During the financial year under review, no private interests or duties unrelated to the Company were
disclosed by the Directors which were or could have been likely to place any of them in conflict with any
interests in, or duties towards, the Company.
If a Director has a continuing material interest that conflicts with the interests of the Company, they are
obliged to take effective steps to eliminate the grounds for conflict. In the event that such steps do not
eliminate the grounds for conflict then the Director should consider resigning.
Moreover, the Audit Committee has the task to ensure that any potential conflicts of interest are resolved in
the best interests of the Company. Furthermore, in accordance with the provisions of Article 145 of the
Maltese Companies Act (Cap. 386), every Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company is under the duty to fully declare his interest
in the relevant transaction to the Board at the first possible opportunity and he will not be entitled to vote on
matters relating to the proposed transaction and only parties who do not have any conflict in considering
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
13
Statement of compliance with the Code of Principles of Good Corporate
Governance - continued
Compliance with the Code - continued
Principle Eleven: Conflicts of interest - continued
the matter will participate in the consideration of the proposed transaction (unless the Board finds no
objection to the presence of such Director with conflict of interest).
Principle Twelve: Corporate Social Responsibility
The Directors are committed to high standards of ethical conduct and to contribute to the development of
the local community and society at large. The Board is mindful of and seeks to adhere to sound principles
of corporate social responsibility in its management practices. This helps the Company develop strong
relationships with its stakeholders and create long-term value for society and its business. The Company is
committed to play an effective role in society’s sustainable development, whilst tangibly proving itself to be
a responsible citizen of the community in which it operates.
Non-compliance with the Code
As at the date hereof, the Board considers the Company to be in compliance with the Code except for
Principle Seven, Principle Eight and Principle Nine as explained further above.
Signed on behalf of the Company’s Board of Directors on 29 April 2026 by Winston J. Zahra and
Albert Frendo as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in
conjunction with the Annual Report and Financial Statements for the year ended 31 December 2025.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
14
Statement of financial position
As at 31 December
2025
2024
(restated)
Notes
€
€
ASSETS
Non-current asset
Loans receivable
5
13,677,139
14,278,527
Current assets
Loans receivable
5
1,239,843
397,878
Other receivables
6
502,741
162,383
Cash and cash equivalents
7
555,716
351,264
Total current assets
2,298,300
911,525
Total assets
15,975,439
15,190,052
EQUITY AND LIABILITIES
Capital and reserves
Share capital
8
1,165
1,165
Accumulated losses
(98,194)
(173,881)
Other reserves
9
248,835
-
Total equity
151,806
(172,716)
Liabilities
Non-current liability
Borrowings
10
13,677,139
14,277,943
Current liabilities
Borrowings
10
1,314,521
469,079
Other payables
11
831,973
615,746
Total current liabilities
2,146,494
1,084,825
Total liabilities
15,823,633
15,362,768
Total equity and liabilities
15,975,439
15,190,052
The notes on pages 18 to 38 are an integral part of these financial statements.
Signed on behalf of the Company’s Board of Directors on 29 April 2026 by Winston J. Zahra and
Albert Frendo as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in
conjunction with the Annual Report and Financial Statements for the year ended 31 December 2025.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
15
Statement of profit and loss
Year ended 31 December
2025
2024
(restated)
Notes
€
€
Interest income
5
748,696
736,897
Interest expense
10
(748,696)
(743,717)
Net interest expense
-
(6,820)
Administrative expenses
12
(133,910)
(72,212)
Operating loss
(133,910)
(79,032)
Other income
209,597
38,311
Profit/(Loss) before tax
75,687
(40,721)
Tax expense
13
-
-
Profit/(Loss) for the year
75,687
(40,721)
The notes on pages 18 to 38 are an integral part of these financial statements.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
16
Statement of changes in equity
Share
Accumulated
Other
capital
losses
reserves
Total
€
€
€
€
Balance at 1 January 2024 (restated)
1,165
(133,160)
-
(131,995)
Capital contribution
-
-
-
-
Comprehensive loss
Loss for the year - total comprehensive loss
(restated)
-
(40,721)
-
(40,721)
Balance at 31 December 2024 (restated)
1,165
(173,881)
-
(172,716)
Balance at 1 January 2025
1,165
(173,881)
-
(172,716)
Capital contribution
-
-
248,835
248,835
Comprehensive income
Profit for the year - total comprehensive income
-
75,687
-
75,687
Balance at 31 December 2025
1,165
(98,194)
248,835
151,806
The notes on pages 18 to 38 are an integral part of these financial statements.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
17
Statement of cash flows
Year ended
31 December
2025
Year ended
31 December 2024
(restated)
Notes
€
€
Cash flows used in operating activities
Cash (used in)/generated from operations
14
(33,135)
31,278
Administration fee received
15
37,193
38,311
Interest received
5
682,990
575,917
Interest paid
10
(748,696)
(743,717)
Net cash used in operating activities
(61,648)
(98,211)
Cash flows used in investing activities
Loans advanced to immediate parent company
5
(639,172)
(88,931)
Repayment of loans from immediate parent
company
5
411,799
41,077
Net cash used in investing activities
(227,373)
(47,854)
Cash flows from financing activities
Proceeds from capital contribution
9
248,835
-
Proceeds from bank borrowings
10
700,000
300,000
Repayment of bank borrowings
10
(455,362)
(52,394)
Net cash generated from financing activities
493,473
247,606
Net movement in cash and cash equivalents
204,452
101,541
Cash and cash equivalents at beginning of
year
7
351,264
249,723
Cash and cash equivalents at end of year
7
555,716
351,264
Non-cash transactions:
Loans receivable from immediate parent company
15
17,272
199,752
Amounts due from immediate parent company
15
35,260
-
Amounts due to immediate parent company
15
(52,532)
(199,752)
The notes on pages 18 to 38 are an integral part of these financial statements.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
18
Notes to the financial statements
1. Company information
Finestday Malta p.l.c. (formerly Finestday Malta Limited) is a public limited liability company
incorporated in Malta with registration number C 105589. The registered address of the Company is
239/1, Triq Salvu Psaila, Birkirkara, BKR 9078, Malta. The Company’s principal activity is to act as a
finance company for the Group by granting loans, making advances, providing financing, granting
credit or making Company funds otherwise available.
2. Summary of material accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
2.1 Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the EU and the requirements of the Maltese Companies Act (Cap.
386). They have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the
use of certain accounting estimates. It also requires Directors to exercise their judgement in the
process of applying the Company’s accounting policies (see Note 4 - Critical accounting estimates
and judgements).
Standards, interpretations and amendments to published standards
The Company adopted new standards, amendments and interpretations to existing standards that
are mandatory for the Company’s accounting period beginning on or after 1 January 2025. The
adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in
substantial changes to the Company’s accounting policies.
a) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability (issued on 15 August 2023) (effective for financial years beginning on or after
1 January 2024);
The amendment listed above is not expected to significantly affect the current or future periods of the
Company.
Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published
that are not mandatory for the Company’s accounting period beginning on or after 1 January 2025.
The Company has not early adopted these revisions to the requirements of IFRSs as adopted by the
EU and the Company’s Directors are of the opinion that there are no requirements that will have a
possible significant impact on the Company’s financial statements in the period of initial application.
The entity’s assessment of the new standards and amendments are set out below:
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
19
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.1 Basis of preparation - continued
Standards, interpretations and amendments to published standards that are not yet effective -
continued
(a) Annual Improvements Volume 11 (issued on 18 July 2024) (effective for financial years beginning
on or after 1 January 2026);
(b) Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
(issued on 18 December 2024) (effective for financial years beginning on or after 1 January
2026);
(c) Amendments to the Classification and Measurement of Financial Instruments – Amendments to
IFRS 9 and IFRS 7 (issued on 30 May 2024) (effective for financial years beginning on or after 1
January 2026);
(d) IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) (effective
for financial years beginning on or after 1 January 2027).
Standards, interpretations and amendments to published standards that have not yet been endorsed
by the EU
Certain new standards, amendments and interpretations to existing standards have been published
that are not mandatory for the Company’s accounting period beginning on or after 1 January 2025.
The Company has not early adopted these revisions to the requirements of IFRSs, nor have they
been endorsed by the EU to allow for early adoption. The entity’s assessment of the new standards
and amendments are set out below:
(a) Amendments to IFRS 19: Subsidiaries without Public Accountability (effective for financial years
beginning on or after 1 January 2027);
(b) Amendments to IAS 21: The effects of Changes in Foreign Exchange Rates: Translation to a
Hyperinflationary Presentation Currency (effective for financial years beginning on or after 1
January 2027);
(c) IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) (effective
for financial years beginning on or after 1 January 2027).
2.2 Going concern
During the year ended 31 December 2025, the Company made a profit before taxation of €75,687
(2024 (restated): loss before taxation of €40,721). As at the end of the reporting year, its total assets
exceeded its total liabilities by €151,806 (2024 (restated): total liabilities exceeded total assets by
€172,716).
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
20
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.2 Going concern - continued
The financial statements have been prepared on a going concern basis which assumes that the
Company will continue in existence in the foreseeable future. The validity of this assumption depends
on the Company being able to meet its projected cash outflows. The Directors are of the opinion that
it is appropriate for the financial statements to be prepared on a going concern basis, based on the
presumption that the immediate parent company will continue to provide the Company with the
necessary financial support to enable it to meet its obligations as and when they fall due. The
shareholder has provided an undertaking that they will support the Company to ensure that it will
have sufficient funds to pay all liabilities as and when they fall due.
2.3 Correction of prior period errors
This correction resulted from the omission of a loan receivable portion from the immediate parent
company, the movement in the expected credit loss (ECL) allowance on the Company’s loans
receivable and an amount due to the immediate parent company during the year ended 31 December
2024. These amounts were not recorded in the Statement of financial position and Statement of profit
and loss for the prior year then ended.
The necessary adjustments were made in accordance with the relevant standards by restating each
of the affected line item for the prior period. Furthermore, as a result of the first omission, a
reclassification adjustment was made to show the correct classification of the Company’s loans
receivable as at prior year end.
The following tables summarise the impact on the Company’s financial statements.
i. Statement of financial position
Impact of correction of error
As at 31 December 2024
As previously
reported
Adjustments
Reclassifications
As restated
€
€
€
€
ASSETS
Non-current asset
Loans receivable
14,123,531
-
154,996
14,278,527
Current assets
Loans receivable
423,739
199,752
(154,996)
468,495
less: ECL allowance
-
(70,617)
-
(70,617)
EQUITY
Accumulated losses
(103,264)
(70,617)
-
(173,881)
LIABILITIES
Current liabilities
Other payables
415,994
199,752
-
615,746
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
21
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.3 Correction of prior period errors - continued
ii. Statement of profit and loss
Impact of correction of error
Year ended 31 December 2024
As previously
reported
Adjustments
As restated
€
€
€
Administration Expenses
Movement in ECL allowance - Loans receivable
-
(1,835)
(1,835)
2.4 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The financial statements are
presented in Euro, which is the Company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in profit or loss.
2.5 Financial assets
2.5.1 Classification
The Company classifies its financial assets in the following category:
- Amortised cost.
The classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at initial recognition. The classification is
determined by both, the entity’s business model for managing financial assets and the contractual
cash flow characteristics of the financial asset.
All financial assets are initially measured at fair value adjusted for transaction costs.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are
not designated at FVPL):
- 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.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
22
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.5 Financial assets - continued
2.5.1 Classification - continued
After initial recognition, these are subsequently measured at amortised cost using the effective
interest method and are subject to impairment. Gains or losses are recognised in profit or loss when
the assets are disposed of, modified or impaired.
The entity’s financial assets at amortised cost include accounts receivables and loans to the
immediate parent company included under non-current financial assets.
2.5.2 Recognition and measurement
The Company recognises a financial asset in its statement of financial position when it becomes a
party to the contractual provisions of the instrument. Regular way purchases and sales of financial
assets are recognised on settlement date, which is the date on which an asset is delivered to or by
the Company. Any change in fair value for the asset to be received is recognised between the trade
date and settlement date in respect of assets which are carried at fair value in accordance with the
measurement rules applicable to the respective financial assets.
Financial assets are initially recognised at fair value plus transaction costs for all financial assets not
carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss
are initially recognised at fair value and transaction costs are expensed in profit or loss. Available-
for-sale financial assets and financial assets at fair value through profit or loss are subsequently
carried at fair value. Loans and receivables are subsequently carried at amortised cost using the
effective interest method. Amortised cost is the initial measurement amount adjusted for the
amortisation of any difference between the initial and maturity amounts using the effective interest
method.
Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Company has transferred substantially all risks and
rewards of ownership or has not retained control of the asset.
2.5.3 Impairment
The Company assesses at the end of each reporting period whether there is objective evidence that
a financial asset is impaired. A financial asset or a group of financial assets is impaired and only if
there is objective evidence of impairment as a result of one or more events that occurred after initial
recognition (a ‘loss event’) and the loss event has an impact on the estimated future cash flows of
the financial asset. The criteria that the Company uses to determine that there is objective evidence
of an impairment loss include but is not limited to:
• significant financial difficulty of the issuer or obligor;
• a breach of contract, such as a default or delinquency in interest or principal payments, and;
• it becomes probable that the borrower will enter bankruptcy or other financial reorganisation.
The entity recognises an allowance for expected credit losses (ECL’s) for all debt instruments not
held at fair value through profit or loss. ECL’s are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the entity expects to
receive, discounted at an approximation of the original effective interest rate.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
23
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.5 Financial assets - continued
2.5.3 Impairment - continued
The entity 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 collectability of future cash flows. In applying this approach, the entity makes a distinction
between:
- financial instruments that have not deteriorated significantly that have low credit risk (Stage 1)
- financial instruments that have deteriorated significantly with high credit risk (Stage 2)
ECL’s are categorised and recognised in two stages; 12 month expected credit losses which applies
to Stage 1 ECL, and lifetime expected credit losses which applies to Stage 2 ECL. Stage 3 ECL
covers financial assets that have objective evidence of impairment at the reporting date.
For credit exposures for which there has not been a significant increase in credit risk since initial
recognition, ECL are provided for credit losses that result from default events that are possible within
the next 12-months (12-month ECL). For credit exposures for which there has been a significant
increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of timing of default (lifetime ECL).
(a) Debt instruments carried at amortised cost
For financial assets carried at amortised cost, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows (excluding
future credit losses that have not been incurred) discounted at the financial asset’s original effective
interest rate. The asset’s carrying amount is reduced and the amount of the loss is recognised in
profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment was recognised (such
as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment
loss is recognised in profit or loss.
2.6 Other receivables
Prepayments
Prepayments are recognized when the Company pays for services in advance. Prepayments are
recorded at the amount paid at the transaction date and are subsequently recognized as expenses
in the periods in which the goods or services are consumed.
The Company assesses whether there is any indication that a prepayment asset may be impaired. If
such an indication exists, the recoverable amount is determined, and any impairment loss is
recognized in the financial statements.
2.7 Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at face value. In the
statement of cash flows, cash includes deposits held at call with banks and restricted cash. Cash
equivalents are short-term investments that are held to meet short-term cash commitments rather
than for investment or other purposes.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
24
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.8 Share capital & reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
Other reserves comprise a capital contribution received from the immediate parent company during
the year ended. The contribution was made with the primary intention of being capitalised as part of
an increase in the Company’s issued share capital subsequent to the reporting date. Accordingly, the
amount has been recognised within equity under “other reserves” as at year end, as the share capital
increase had not yet been legally affected at that date. The transaction represents an equity
contribution from the shareholder and does not give rise to any obligation for repayment.
2.9 Financial liabilities
The Company recognises a financial liability in its statement of financial position when it becomes a
party to the contractual provisions of the instrument. The Company’s financial liabilities are classified
as financial liabilities which are not at fair value through profit or loss (classified as ‘Other liabilities’)
under IFRS 9. Financial liabilities not at fair value through profit or loss are recognised initially at fair
value, being the fair value of consideration received, net of transaction costs that are directly
attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently
measured at amortised cost. The Company derecognises a financial liability from its statement of
financial position when the obligation specified in the contract or arrangement is discharged, is
cancelled or expires.
2.10 Borrowings
Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the
period of the borrowings using the effective interest method. Borrowings are classified as current
liabilities unless the Company has an unconditional right to defer settlement of the liability for at least
twelve months after the end of the reporting period.
2.11 Other payables
Other payables comprise obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Other payables are classified as current liabilities if
payment is due within one year or less (or in the normal operating cycle of the business if longer). If
not, they are presented as non-current liabilities.
Other payables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
25
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.12 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
Deferred tax is recognised, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable
profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period and are expected to apply when the related
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.
2.13 Provisions
Provisions for legal claims are recognised when the Company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to
settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for
future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle
the obligation using a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
2.14 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods
and services in the ordinary course of the Company’s activities. Sales are recognised upon delivery
of products or performance of services, net of sales tax, returns, rebates and discounts.
The Company recognises revenue when the amount of revenue can be reliably measured, it is
probable that future economic benefits will flow to the entity and when specific criteria have been met
for each of the Company’s activities as described below.
(a) Sales of services
Revenue from services is recognised in the period the services are provided, based on the
administration services performed to the other group entities during the period.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
26
Notes to the financial statements - continued
2. Summary of material accounting policies - continued
2.14 Revenue recognition - continued
(a) Sales of services - continued
Revenue from administration services is recognised based on the transfer of services to the other
group entities in an amount that reflects the consideration to which the Company estimates to be
entitled.
(b) Interest income
Interest income is recognised for all interest-bearing instruments using the effective interest method.
3. Financial risk management
3.1 Financial risk factors
The Company’s activities potentially expose it to a variety of financial risks: market risk (including
currency risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk.
The Company’s overall risk management focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the company’s financial performance. The parent
company’s Board of Directors provides principles for overall group risk management, as well as
policies covering risks referred to above and specific areas such as investment of excess liquidity.
The Company did not make use of derivative financial instruments to hedge certain risk exposures
during the current financial year and preceding financial period.
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities which are denominated in a currency that is not the entity’s functional currency. The
transactions are mainly affected in Euro, the functional and presentation currency of the Corporation,
and as such the Directors do not consider exposure to foreign exchange risk to be significant.
(ii) Cash flow and fair value interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
as a result of changes in market interest rates.
The Company’s interest rate risk principally arises from bank borrowings (Note 10) drawn down to
on-lend the same funds to its immediate parent company (Note 5) issued at variable rates which
expose the Company to cash flow interest rate risk. Management monitors the impact of changes in
the interest rates on amounts reported in the income statement in respect of these instruments. A
1% increase in interest rates would result in an approximate €150,000 increase in both interest
income and interest expenses for the year. Conversely, a 1% decrease in interest rates would lead
to an approximate €150,000 decrease in both interest income and interest expenses.
Based on this analysis, management considers the potential impact on profit or loss of a defined
interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. The
Company’s operating cash flows are substantially independent of changes in the interest rates.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
27
Notes to the financial statements - continued
3. Financial risk management - continued
3.1 Financial risk factors - continued
(b) Credit risk
Credit risk arises from cash and cash equivalents and credit exposures to outstanding receivables
and committed transactions. The Company’s exposures to credit risk as at the end of the reporting
periods are analysed as follows:
2025
2024
(restated)
€
€
Loans and receivables category:
Loans receivable (Note 5)
14,991,658
14,747,022
Less: ECL allowance
(74,676)
(70,617)
Other receivables (Note 6)
502,741
162,383
Less: Prepayments
(33,688)
(1,403)
Cash and cash equivalents (Note 7)
555,716
351,264
15,941,751
15,188,649
The maximum exposure to credit risk at the end of the reporting year in respect of the financial assets
mentioned above is equivalent to their carrying amount as disclosed in the respective notes to the
financial statements.
The Company banks only with local credit institutions with high quality standing or rating.
In view of the nature of the Company’s activities and the market in which it has operated during the
year ended, its receivables significantly consist of loans receivable from its immediate parent
company (Note 5). The Company’s credit control function monitors related party exposures at an
individual level on a regular basis and ensures timely performance of these assets in the context of
overall liquidity management. The Company takes cognisance of its related party relationships and
management does not expect any losses from non-performance or default.
(c) Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise interest-bearing borrowings (Note 10) and other payables (Note
11). Prudent liquidity risk management includes maintaining sufficient cash and committed credit
lines to ensure the availability of an adequate amount of funding to meet the Company’s obligations.
Management monitors liquidity risk by reviewing expected cash flows, and ensures that no additional
financing facilities are expected to be required over the coming year. An undertaking has been
obtained from the Company’s ultimate beneficial owner confirming their support to enable the
Company to continue operating as a going concern and to provide sufficient funds so as to be able
to pay all liabilities as and when they fall due.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
28
Notes to the financial statements - continued
3. Financial risk management - continued
3.1 Financial risk factors - continued
(c) Liquidity risk - continued
The Company’s other payables are entirely repayable within one year from the end of the reporting
year and the Company’s borrowings are repayable in monthly instalments for a period in excess of 5
years, in monthly instalments for a period of 3 years and within 6 months from the drawdown of a
new loan facility.
As at 31 December 2024
Less than 1 year
Between 1 & 2
Between 2 & 5
Greater than 5
years
years
years
€
€
€
€
Other payables (restated)
615,746
-
-
-
Long-term bank borrowings
469,079
561,985
1,663,965
12,051,993
1,084,825
561,985
1,663,965
12,051,993
As at 31 December 2025
Less than 1 year
Between 1 & 2
Between 2 & 5
Greater than 5
years
years
years
€
€
€
€
Other payables
831,973
-
-
-
Long-term bank borrowings
1,314,521
482,750
1,759,674
11,434,715
2,146,494
482,750
1,759,674
11,434,715
3.2 Capital risk management
The Company’s objectives when managing capital are:
• to safeguard its ability to continue as a going concern; and
• to maximise the return to stakeholders through the optimisation of the debt and equity
balance.
The primary objective of the Company’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximise shareholder
value.
The Capital structure of the Company consists of cash and cash equivalents as disclosed in Note 7
and items presented within equity in the Statement of financial position.
The Company’s Directors manage the Company’s capital structure and make adjustments to it, in
light of changes in economic conditions. The capital structure is reviewed on an ongoing basis.
Based on recommendations of the Directors, the Company balances its overall capital structure
through the payments of dividends, new share issues as well as the issue of new debt or the
redemption of existing debt.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
29
Notes to the financial statements - continued
4. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other
factors including expectations of future events that are believed to be reasonable under the
circumstances.
In the opinion of the Directors, the measurement of the expected credit loss (“ECL”) allowance on
loans receivable represents a critical accounting estimate due to the significant judgement required
in assessing credit risk, determining appropriate forward-looking assumptions, and estimating the
timing and amount of future cash flows.
The remaining 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.
5. Loans receivable
2025
2024
(restated)
€
€
At 1 January
14,747,022
14,499,416
Advances made
639,172
88,931
Amounts received by the Company but not yet remitted
to the immediate parent company
52,532
199,752
Amounts set-off
8,295
11,317
Repayments received
(455,363)
(52,394)
Gross carrying amount
14,991,658
14,747,022
less: ECL allowance
(74,676)
(70,617)
Net carrying amount
14,916,982
14,676,405
Split as follows:
Non-current
13,677,139
14,278,527
Current
1,239,843
397,878
14,916,982
14,676,405
On 18 August 2023, the Company on-lent the funds received from Bank of Valletta amounting to
€14,500,000 as disclosed in Note 10 to its immediate parent company, Finestday Limited. The funds
were used to finance its immediate parent company’s financial obligations.
On 27 June 2024, the Company secured an additional loan facility from Bank of Valletta amounting
to €300,000 as disclosed in Note 10. An amount of €88,931 was advanced to the immediate parent
company in the prior year ended, while the remaining balance was retained by the Company and
used towards the repayment of outstanding obligations under the first loan facility. The funds
advanced to the immediate parent company were used to finance the payment of its trade payables
in relation to the opening of a restaurant.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
30
Notes to the financial statements - continued
5. Loans receivable - continued
On 24 September 2025, the Company secured an additional loan facility from Bank of Valletta
amounting to €700,000 as disclosed in Note 10. An amount of €639,172 was advanced to the
immediate parent company in the year ended, while the remaining balance was retained by the
Company and advanced to the immediate parent company in the post-year end. The funds were
used to finance planning permits in relation to the construction and completion of a hotel.
The Company’s loans receivable are unsecured, earning interest rates of 5%, 5.25% and 6.5% per
annum, and repayable in monthly instalments for a period in excess of 5 years, in monthly instalments
for period of 3 years and within 6 months from the drawdown of the new loan facility respectively.
Subsequent to year end, the immediate parent company has fully settled the loans receivable
balances related to the funds advanced by the Company in relation to the loan facilities secured on
27 June 2024 and 24 September 2025. The outstanding balances were fully repaid by March of the
post-year end which is earlier than originally scheduled.
The underlying loan facilities obtained by the Company are secured by a first ranking debenture over
the immediate parent’s freehold property situated in Manchester, United Kingdom and all its other
assets, including a first ranking English law governed floating charge to secure the Secured
Obligation (as disclosed in Note 10). As a result, the recoverability of the loan receivable is indirectly
supported by the same assets that secure the related bank financing. In substance, the credit risk
associated with the loan receivable is linked to the security provided by the immediate parent
company to the lender.
The Company continues to monitor the arrangement closely, and no indication of impairment has
been identified as at the reporting date.
Interest income earned during the reporting year amounted to €748,696 (2024: €736,897).
6. Other receivables
Other receivables comprise the following:
2025
2024
€
€
Prepayments
33,688
1,403
Accrued income
175,000
-
Amounts due from immediate parent company
294,053
160,980
502,741
162,383
The amounts due from the immediate parent company relate to an outstanding loan principal
repayment, unpaid contributions required to replenish the Company’s debt service reserve deposit,
and accrued interest receivable. These are unsecured, interest free and repayable on demand.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
31
Notes to the financial statements - continued
7. Cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash equivalents comprise the following:
2025
2024
€
€
Cash at bank
555,716
351,264
Cash at bank includes a debt service reserve deposit amounting to €472,000 (2024: €345,886) which
has restricted access.
8. Share capital
2025
2024
€
€
Authorised, issued and fully paid
1,165 ordinary shares of €1 each
1,165
1,165
Total shares are pledged as a security to the Company’s borrowings as at year end.
9. Other reserves
2025
2024
€
€
Capital contribution
248,835
-
The immediate parent company has made a capital contribution of €248,835 to the Company during
the year ended. The contribution was made with the primary intention of being capitalised as part of
an increase in the Company’s issued share capital subsequent to the reporting date. Accordingly, the
amount has been recognised within equity under “Other reserves” as at year end, as the share capital
increase had not yet been legally affected at that date. The transaction represents an equity
contribution from the shareholder and does not give rise to any obligation for repayment.
10. Borrowings
2025
2024
€
€
At 1 January
14,747,022
14,499,416
Proceeds received
700,000
300,000
Repayments made
(455,362)
(52,394)
14,991,660
14,747,022
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
32
Notes to the financial statements - continued
10. Borrowings - continued
2025
2024
€
€
Split as follows:
Non-current
13,677,139
14,277,943
Current
1,314,521
469,079
14,991,660
14,747,022
On 18 August 2023, the Company entered a loan facility agreement with Bank of Valletta to apply
the amounts drawn down to on-lend the same funds to its immediate parent company. The loan
facility bears an interest rate of 5% per annum and is repayable over 20 years.
On 27 June 2024, the Company secured an additional loan amounting to €300,000 under the same
loan facility agreement for the purposes of being on-lent to the immediate parent company to finance
the payment of its trade payables in relation to the opening of a restaurant. The loan facility bears an
interest rate of 5.25% per annum and is repayable over 3 years. Subsequent to year end, the
Company has fully settled the borrowings balance related to the loan facility which had a remaining
contractual repayment term of 18 months. The outstanding balance was fully repaid by March of the
post-year end which is earlier than originally scheduled.
On 24 September 2025, the Company secured an additional loan amounting to €700,000 under the
same loan facility agreement for the purposes of on-lending the said funds to the immediate parent
company to finance planning permits related to the construction of a hotel by a related-party
company. The loan facility bears an interest rate of 6.5% per annum and is repayable through a one
lump sum repayment within six months from the date of the agreement. If the planning permits for
the construction of the hotel is not issued within six months from the date of the agreement, the loan
facility becomes repayable with monthly instalments of €15,000. Subsequent to year end, the
Company has fully settled the borrowings balance related to the loan facility. The outstanding balance
was fully repaid by March of the post-year end which is earlier than originally scheduled.
The Company’s borrowings are secured by a first ranking general hypothec over all the Company’s
assets bearing an interest of 5% per annum and repayable in monthly instalments for a period in
excess of 5 years. In addition, these are also secured by a first ranking debenture over the immediate
parent’s freehold property situated in Manchester, United Kingdom and all its other assets including
a first ranking English law governed floating charge to secure the Secured Obligation. Borrowings
are also secured through the entire issued share capital/shares of the immediate parent company.
The Company is subject to the following financial covenants under its bank borrowing arrangements:
i) A Debt‑to‑Equity Ratio covenant which will become applicable in the financial year 2027,
following the first full year of operation of the two hotels financed under the loan
arrangements.
ii) A Debt Service Coverage Ratio (DSCR) of not less than 1.2 times. The calculation and testing
of the DSCR is applicable following the first full year of operation of the two hotels in the
financial year 2027.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
33
Notes to the financial statements - continued
10. Borrowings - continued
The first covenant test will be performed in the financial year ending 31 December 2028. Until such
time as the DSCR covenant becomes applicable, and thereafter unless a DSCR threshold of in
excess of 1.5 times is achieved, the payment of dividends, repayment of shareholder loans and
related interest, management fees and other amounts payable to shareholders is restricted.
Interest incurred during the year amounted to €748,696 (2024: €743,717).
11. Other payables
2025
2024
(restated)
€
€
Amounts due to immediate parent company
808,225
601,649
Other amounts payable
7,725
9,082
Accruals
16,023
5,015
831,973
615,746
The amounts due to immediate parent company are unsecured, interest free and repayable on
demand.
The immediate parent company has provided an undertaking that it will support the Company to
ensure that it will have sufficient funds to pay all liabilities as and when they fall due.
12. Administrative expenses (by function)
Year ended
Year ended
31 December
31 December
2025
2024
(restated)
€
€
Professional fees
120,616
68,932
Bank charges
715
2,140
ECL allowance movement - Loans receivable (Note 5)
4,059
(1,835)
Other expenses
8,520
2,975
Total administrative expenses
133,910
72,212
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
34
Notes to the financial statements - continued
12. Administrative expenses (by function) - continued
Auditors’ fees
Fees charged by the auditors for services rendered during the financial years ended 31 December
2025 and 31 December 2024 relate to the following:
Year ended
Year ended
31 December
31 December
2025
2024
€
€
Annual statutory audit
6,250
2,750
Other assurance services
1,475
-
Non-audit services
350
-
13. Tax expense
Year ended
Year ended
31 December
31 December
2025
2024
€
€
Current tax expense
-
-
The tax on the Company’s profit/(loss) before tax differs from the theoretical amount that would arise
using the basic tax rate applicable as follows:
Year ended
Year ended
31 December
31 December
2025
2024
(restated)
€
€
Profit/(Loss) before tax
75,687
(40,721)
Tax on loss at 35%
26,490
(14,252)
Tax effect of:
Non-deductible expenses
1,482
14,252
Trading losses utilised
(27,972)
-
x expense
Tax charge in the accounts
-
-
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
35
Notes to the financial statements - continued
14. Cash (used in)/generated from operations
Reconciliation of profit/(loss) before taxation to cash (used in)/generated from operations:
Year ended
Year ended
31 December
31 December
2025
2024
(restated)
€
€
Profit/(Loss) before taxation
75,687
(40,721)
Adjustments for:
Other income (Note 15)
(34,597)
(38,311)
Finance income (Note 5)
(748,696)
(736,897)
Finance expense (Note 10)
748,696
743,717
Movement in provision for expected credit loss (Note 5)
4,059
(1,835)
Changes in working capital:
Other receivables (Note 6)
(239,393)
(49)
Other payables (Note 11)
161,109
105,374
Cash (used in)/generated from operations
(33,135)
31,278
15. Related party transactions and balances
The following represent transactions carried out with related parties and balances with related parties
as at years ended 31 December 2025 and 31 December 2024:
Statement of profit and loss
Year ended
Year ended
31 December
31 December
2025
2024
€
€
Finance income
Interest income on loans advanced to immediate parent
company (Note 5)
748,696
736,897
Other income
Administration fees related to loans advanced to
immediate parent company
34,597
38,311
Management fees related to financing arrangements
obtained on behalf of other related-party company
175,000
-
958,293
775,208
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
36
Notes to the financial statements - continued
15. Related party transactions - continued
Statement of financial position
2025
2024
(restated)
€
€
ASSETS
Loans receivable from immediate parent company
(Note 5):
i) Non-current
13,677,139
14,278,527
ii) Current
1,239,843
397,878
14,916,982
14,676,405
Other receivables
Amounts due from immediate parent company (Note 6)
294,053
160,980
Amounts due from other related-party company (Note 6)
175,000
-
469,053
160,980
LIABILITIES
Other payables
Amounts due to immediate parent company (Note 11)
808,225
601,649
Key management personnel relate to the Directors of the Company who have not been remunerated
during the current year.
During the prior year ended 31 December 2024, the Company obtained a bank loan facility of
€300,000 on behalf of the immediate parent company (Note 10). From the total proceeds received,
€88,930 was advanced to the immediate parent company, and a partial repayment of €36,076 was
made from the immediate parent company to the Company during the prior year.
On the other hand, the Company has made a partial repayment of €47,394 on the bank borrowings
during the prior year. As a result, the remaining €199,752 had not yet been transferred to the
immediate parent company as at the prior year reporting date and has been recognised as an amount
due to the immediate parent company, representing the Company’s obligation to forward the
outstanding loan funds.
During the year ended 31 December 2025, a further partial repayment of €89,042 was made from
the immediate parent company to the Company with respect to the bank loan obtained in the prior
year ended. The Company has made a further partial repayment of €97,338 on the bank borrowings
during the year ended, thereby reducing the Company’s obligation to forward the outstanding loan
funds to the immediate parent company to €191,456 (2024 (restated): €199,752).
Further to the above, the Company obtained an additional bank loan facility of €700,000 on behalf of
the immediate parent company (Note 10). From the total proceeds received, €639,172 was advanced
to the immediate parent company. As a result, the remaining €60,828 had not yet been transferred
to the immediate parent company as at the reporting date and has been recognised as an amount
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
37
Notes to the financial statements - continued
15. Related party transactions - continued
due to the immediate parent company, representing the Company’s obligation to forward the
outstanding loan funds. This results in an overall increase of €52,532 in the amount due to the
immediate parent company from the previous financial year ended 31 December 2024.
In addition, the Company had a principal repayment of €35,260 with respect to the bank loan obtained
in the financial year ended 31 December 2023 which was still outstanding from the immediate parent
company as at year end.
16. Statutory information
Finestday Malta p.l.c. (formerly Finestday Malta Limited) is a limited liability company and is
incorporated in Malta.
The immediate parent company of Finestday Malta p.l.c. (formerly Finestday Malta Limited) is
Finestday Limited, a company registered in the United Kingdom, with its registered address at Stock
Exchange Hotel, 4 Norfolk Street, Manchester, England, M2 1DW.
17. Events after the reporting period
The Company had the following events after the reporting period:
i) On 21 January 2026, it was resolved to increase the Company’s total authorised and issued
share capital from €1,165 to €250,000 to meet regulatory requirements applicable to public
companies. The said authorised and issued share capital is divided into two hundred and forty-
nine thousand nine hundred and ninety-nine (249,999) ordinary “A” shares, and one (1) ordinary
“B” shares, having a nominal value of one Euro (€1) each;
ii) On 4 February 2026, the Company was converted from a private limited company to a public
limited liability company;
iii) During the financial year under review, the Company applied to the Malta Financial Service
Authority (“MFSA”) for the issuance of €25,000,000 5.5% secured bonds 2036 for a nominal
value of €100 per bond issued at par. The MFSA has authorised the bonds as admissible to
listing on the Official List of the Malta Stock Exchange on the 10 March 2026. The bonds were
fully subscribed, the proceeds of which shall be utilised as per the terms of the Prospectus dated
12
th
February 2026.
iv) As at the date of approval of these financial statements, the Convertible Loan Notes of Projectco
2024 Limited, a related-party company of Finestday Malta p.l.c. (formerly Finestday Malta
Limited) (as referred to in Section 6.3.3.2 of the Registration Document dated 12
th
February
2026) were duly converted. As a consequence of such conversion Iridium SICAV p.l.c. (a
collective investment scheme included in the Malta Financial Services List of Notified Alternative
Investment Funds, incorporated and registered in Malta with company number SV 446) acquired
50% of all voting and participating shares in the capital of Projectco 2024 Limited;
v) On 21 January 2026, the Company has entered into an agreement with the immediate parent
company, whereby it was agreed that €75,000 of the amount due to the immediate parent
company as at year ended is to be converted into a capital contribution towards the Company.
FINESTDAY MALTA P.L.C. (formerly FINESTDAY MALTA LIMITED)
Annual Report and Financial Statements - 31 December 2025
38
Notes to the financial statements - continued
17. Events after the reporting period - continued
The above matters represent conditions that arose after the reporting date and do not provide
evidence of the conditions existing at 31 December 2025. Accordingly, no adjustments have been
made to the financial statements for the year ended 31 December 2025.
Nevertheless, the Directors consider these developments to be significant and have therefore
disclosed them in accordance with applicable financial reporting requirements.
18. Comparative information
Comparative figures disclosed in the main components of these financial statements have been
reclassified to conform with the current year’s presentation format for the purpose of fairer
presentation.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
39
Report on the audit of the financial statements
Our Opinion
In our opinion:
• Finestday Malta p.l.c.’s (formerly Finestday Malta Limited’s) financial statements give a true and
fair view of the Company’s financial position as at 31 December 2025, and of the Company’s
financial performance in accordance with the International Financial Reporting Standards (IFRSs)
as adopted by the EU; and
• the financial statements have been prepared in accordance with the requirements of the Maltese
Companies Act (Cap. 386).
What we have audited
Finestday Malta p.l.c.’s (formerly Finestday Malta Limited’s) financial statements, set out on pages 14 to
38, comprise:
• the statement of financial position as at 31 December 2025;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended;
• the notes to the financial statements, which include a summary of significant accounting policies
and other explanatory information.
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 Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
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 the IESBA Code.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the
Company are in accordance with the applicable laws and regulations in Malta and that we have not provided
non-audit services that are prohibited under Article 18A(1) of the Accountancy Profession Act (Cap. 281).
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
40
Our audit approach
Overview
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular, we considered where the Directors made subjective judgements;
for example, in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of
management override of internal controls, including among other matters, consideration of whether there
was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on
the financial statements as a whole, taking into account the structure of the company, the accounting
processes and controls, and the industry in which the company operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the financial statements are free from material misstatement. Misstatements
may arise due to fraud or error. They are considered material if individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial
statements.
Overall materiality
€231,800
How we determined it
1.5% of preliminary total assets
Rationale for the materiality benchmark
applied
Total assets were selected as the benchmark
for assessing materiality due to its relevance
in evaluating the Company’s operating
activities and its significance to the financial
statement users. A rule of thumb of 1.5%
was chosen which is within the range of
materiality thresholds that we consider
acceptable.
Based on our professional judgement, we determined certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and
in aggregate on the financial statements as a whole.
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.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
41
Our audit approach - continued
Key audit matters - continued
Key audit matter
How our audit addressed the Key audit matter
Evaluation of Loan Receivable Recognition
and Completeness
As at 31 December 2025, the Company’s
outstanding loans receivable amounted to
€14,991,658 (refer to Note 5) which represent
a significant portion of total assets.
The assessment of the recoverability of these
balances involves significant management
judgement, particularly in estimating expected
credit losses and evaluating the
creditworthiness of counterparties.
Key areas of judgement include the
determination of whether there has been a
significant increase in credit risk, the estimation
of future cash flows, and the assumptions
applied in calculating any impairment
allowance.
Given the materiality of the balances and the
level of estimation uncertainty involved, this
area was considered to be a key audit matter.
Our audit procedures in this area included, among others:
i) Obtaining an understanding of and evaluating the design
and implementation of controls over the loan monitoring
and impairment assessment process;
ii) Assessing management’s methodology for determining
expected credit losses for compliance with the applicable
financial reporting framework;
iii) Testing the accuracy and completeness of underlying
data used in the impairment calculations;
iv) Evaluating the reasonableness of key assumptions,
including expected future cash flows and probability of
default, by comparing these to historical performance
and external evidence where available;
v) Reviewing loan agreements and assessing whether
contractual terms have been appropriately reflected in
the calculations;
vi) Considering post year-end receipts as an indicator of
recoverability;
vii) Assessing the adequacy of disclosures in the financial
statements.
Other information
The Directors are responsible for the other information. The other information comprises Directors, officers
and other information on page 1, Directors’ report on pages 2 to 3, Statement of Directors’ responsibilities
for the financial statements on pages 4 to 5, and the Statement of compliance with the Code of Principles
of Good Corporate Governance on pages 6 to 13 (but does not include the financial statements and our
auditors’ report thereon).
Except for our opinions on the Directors’ report in accordance with the Maltese Companies Act (Cap. 386)
and on the Statement of compliance with the Code of Principles of Good Corporate Governance in
accordance with the Capital Markets Rules issued by the Malta Financial Services Authority, our opinion on
the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above 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.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
42
Other information - continued
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
With respect to the Directors’ report, we also considered whether the Directors’ report includes the
disclosure requirements of Article 177 of the Maltese Companies Act (Cap. 386), and the Statement required
by Rule 5.62 of the Capital Markets Rules on the Company’s ability to continue as a going concern.
Responsibilities of the Directors for the financial statements
The Directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRSs as adopted by the EU and the requirement of the Maltese Companies Act (Cap.
386), and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
This report, including the opinions set out herein, has been prepared for the Company’s members as a body
in accordance with Articles 179, 179A and 179B of the Maltese Companies Act (Cap. 386).
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 auditors’ report that
includes our opinions in accordance with Articles 179, 179A and 179B of the Maltese Companies Act (Cap.
386). Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
In terms of Article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not
include assurance on the future viability of the Company or on the efficiency or effectiveness with which
the Directors have conducted or will conduct the affairs of the Company. The financial position of the
Company may improve, deteriorate, or otherwise be subject to change as a consequence of decisions taken,
or to be taken, by the management thereof, or may be impacted by events occurring after the date of this
opinion, including, but not limited to, events of force majeure.
As such, our audit report on the Company’s historical financial statements is not intended to facilitate or
enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions, with
respect to the future financial health and viability of the Company, and cannot therefore be utilised or relied
upon for the purpose of decisions regarding investment in, or otherwise dealing with (including but not
limited to the extension of credit), the Company. Any decision-making in this respect should be formulated
on the basis of a separate analysis, specifically intended to evaluate the prospects of the Company and to
identify any facts or circumstances that may be materially relevant thereto.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
43
Auditors’ responsibilities for the audit of the financial statements - continued
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditors’ 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 auditors’ 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.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the
Company, including the formulation of a view as to the manner in which financial risk is distributed between
shareholders and/or creditors cannot be reached on the basis of these financial statements alone and must
necessarily be based on a broader analysis supported by additional information.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, 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 auditors’ report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
44
Report on any other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule
5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive
6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy
Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual
Financial Report of Finestday Malta p.l.c. (formerly Finestday Malta Limited) for the year ended 31 December
2025, entirely prepared in a single electronic reporting format.
Solely for the purposes of our reasonable assurance report on the compliance of the Annual Financial Report
with the requirements of ESEF RTS, the Annual Financial Report comprises Directors, officers and other
information, the Directors’ report, the Statement of Directors’ responsibilities for the financial statements,
the Statement of compliance with the Code of Principles of Good Corporate Governance, the annual financial
statements, and the independent auditors’ report, as set out in Capital Markets Rules 5.55.
Where the Annual Financial Report does not include consolidated financial statements, compliance with the
ESEF RTS solely requires the preparation of an Annual Financial Report in XHTML format.
Responsibilities of the Directors for the Annual Financial Report
The Directors are responsible for:
• The preparation and publication of the Annual Financial Report, including the financial statements,
in XHTML format as required by Capital Markets Rule 5.56A;
• Designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report in XHTML format, that is free from material misstatement, whether due to fraud or
error; and
• Consequently, for ensuring the accurate transfer of the information in the Annual Financial Report
into a single electronic reporting format.
Auditors’ responsibilities for the reasonable assurance engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including
the financial statements, complies in all material respects, in XHTML format, 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.
The procedures we performed, including the assessment of the risks that the Annual Financial Report is not
prepared, in all material aspects, in XHTML format, whether due to fraud or error, were based on our
professional judgement and included:
• Obtaining an understanding of the Company’s internal controls relevant to the financial reporting
process, including the preparation of the Annual Financial Report in XHTML format, but not for the
purpose of expressing an assurance opinion on the effectiveness of those controls.
• Examining whether the Annual Financial Report has been prepared, in all material aspects, in XHTML
format.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
45
Report on any other legal and regulatory requirements - continued
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 - continued
Auditors’ responsibilities for the reasonable assurance engagement - continued
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Reasonable assurance opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared, in all
material aspects, in XHTML format.
This reasonable assurance opinion only covers the transfer of the information in the Annual Financial Report
into XHTML format as required by the ESEF RTS, and therefore does not cover the information contained in
the Annual Financial Report.
Other reporting requirements
The
Annual Financial Report and Financial Statements for the year ended 31 December 2025
contains other
areas required by legislation or regulation on which we are required to report. The Directors are responsible
for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related
responsibilities and reporting, in addition to our responsibilities and reporting reflected in the
Other
information
section of our report. Except as outlined in the table, we have not provided an audit opinion or
any form of assurance.
Area of the Annual Financial
Report and Financial
Statements for the year
ended 31 December 2025
and the related Directors’
responsibilities
Our responsibilities
Our reporting
Directors’ report
The Maltese Companies Act
(Cap. 386) requires the
Directors to prepare a
Directors’ report, which
includes the contents
required by Article 177 of
the Act and the Sixth
Schedule to the Act.
We are required to consider
whether the information given in
the Directors’ report for the
financial year for which the
financial statements are
prepared is consistent with the
financial statements.
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
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
46
Report on any other legal and regulatory requirements - continued
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 - continued
Other reporting requirements - continued
Directors’ report
(continued)
We are also required to express
an opinion as to whether the
Directors’ report has been
prepared in accordance with the
applicable legal requirements.
In addition, we are required to
state whether, in the light of the
knowledge and understanding of
the Company and its
environment obtained in the
course of our audit, we have
identified any material
misstatements in the Directors’
report, and if so to give an
indication of the nature of any
such misstatements.
• the Directors’ report has been
prepared in accordance with the
Maltese Companies Act (Cap.
386).
We have nothing to report to you in
respect of the other responsibilities,
as explicitly stated within the
Other
information
section.
Statement of compliance
with the Code of
Principles of Good
Corporate Governance
The Capital Markets Rules issued
by the Malta Financial Services
Authority require the Directors to
prepare and include in the
Annual Financial Report a
Statement of compliance with
the Code of Principles of Good
Corporate Governance within
Appendix 5.1 to Chapter 5 of the
Capital Markets Rules. The
Statement’s required minimum
contents are determined by
reference to Capital Markets
Rule 5.97.
The Statement provides
explanations as to how the
Company has complied with the
provisions of the Code,
presenting the extent to which
the Company has adopted the
Our responsibility is laid down by
Rule 5.98 of the Capital Markets
Rules, which requires us to include a
report to shareholders on the
Statement of compliance with the
Code of Principles of Good Corporate
Governance in the Company’s Annual
Financial Report.
We are required to report on the
Statement of compliance with the
Code of Principles of Good Corporate
Governance by expressing an opinion
as to whether, in light of the
knowledge and understanding of the
Company and its environment
obtained in the course of the audit,
we have identified any material
misstatements with respect to the
information referred to in Capital
Markets Rules 5.97.4 and 5.97.5,
giving an indication of the nature of
any such misstatements.
We are also required to assess
whether the Statement of compliance
In our opinion, the Statement of
compliance with the Code of
Principles of Good Corporate
Governance on pages 6 to 13 has
been properly prepared in
accordance with the
requirements of the Capital
Markets Rules issued by the
Malta Financial Services
Authority.
We have nothing to report to you
in respect of the other
responsibilities, as explicitly
stated within the
Other
information
section.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
47
Report on any other legal and regulatory requirements - continued
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 - continued
Other reporting requirements - continued
Statement of compliance
with the Code of
Principles of Good
Corporate Governance -
continued
Code and the effective
measures that the Board
has taken to ensure
compliance throughout the
accounting period with
those Principles.
with the Code of Principles of Good
Corporate Governance includes all
the other information required to be
presented as per Capital Markets
Rule 5.97.
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.
Other matters on which we are required to report by exception
We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our
opinion:
• Adequate accounting records have not been kept or 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; or
• We have not received all the information and explanations which, to the best of our knowledge
and belief, we require for our audit.
We also have responsibilities under the 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.
Independent auditors’ report
To the Shareholders of Finestday Malta p.l.c. (formerly Finestday Malta Limited)
48
Other matter - use of this report
Our report, including the opinions, has been prepared for and only for the Company’s shareholders as a
body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save where expressly agreed by our
prior written consent.
Audit tenure
We were first appointed as statutory auditors of the Company on 27
September 2024 for the financial period
ended 31 December 2023. Our appointment represents a total period of uninterrupted engagement
appointment of 1 year and 7 months. The Company’s securities were granted admission on the Malta Stock
Exchange on 10 March 2026.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the
provisions of Article 11 of the EU Audit Regulation No. 537/2014.
Stefan Micallef
Director
For and on behalf of
GCS Assurance Malta Limited
Registered auditor
Agora Business Centre, Level 2
Valley Road
Msida, MSD 9020
Malta
29 April 2026
