G3 Finance PLC

Company Registration Number: C 94829

G3 FINANCE p.l.c.

Annual Report and Financial Statements

31 December 2024

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Pages

Directors’ report

1 - 4

Corporate governance – Statement of compliance

5 - 9

Statement of financial position

Statement of comprehensive income

Statement of changes in equity

Statement of cash flows

Notes to the financial statements

14 - 28

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Directors’ report

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

2024.

Principal activities

The Company is principally involved to act as a financing company, serving as a vehicle through which the

G3 Group will continue to finance its future projects.

Review of business

During the year under review, finance income on loans to fellow subsidiary, G3 Hospitality Limited,

amounted to €701,800, whilst interest payable on bonds totalled €562,500.

The Company registered a profit after tax of €14,223 (2023: €11,831) after incurring administrative

expenses, mainly relating to listing and compliance costs, directors’ emoluments and professional fees,

amounting to €117,400.

The Company’s balance sheet is primarily made up of the bond issue of €12.5 million (classified as non-

current liabilities) and the loan receivable from G3 Hospitality Limited (classified as non-current assets)

amounting to €12,124,472. G3 Finance p.l.c. equity as at year end is stated at €274,442 primarily made up

of the share capital funds.

The Company recognises that the key risk and uncertainty of its business is that of the potential non-

fulfilment by the borrower (noted above) of its obligations.

Guarantor’s performance for 2024 and outlook for 2025

On 25 March 2022, G3 Finance p.l.c. (a fellow subsidiary of G3 Hospitality Limited) issued an aggregate of

€12,500,000 in bonds having a face value of €100 per bond, subject to a minimum holding of €2,000 and

in multipliers of €100 thereafter. The bonds have a coupon interest rate of 4.5% per annum and were listed

on the Official List of the Malta Stock Exchange on 6 April 2022.

Proceeds of the bond issue were advanced to one of the subsidiaries of the G3 Group, namely G3

Hospitality Limited, for the purpose of re-financing existing bank facilities within the Group and to finance

future growth in operations.

G3 Holdings Limited is the Guarantor of the above-mentioned bonds. For the year ending 31 December

2024, the Group registered a profit after tax of €736,194 (2023: €1,477,634). At 31 December 2024, the

Group’s net asset value was €22,324,408 (2023: €21,588,214) whilst total assets were €61,370,117 (2023:

€44,887,379).

2024 was a year where significant investments were made, the benefits of which will be reaped in 2025 and

beyond. During the year, the Group entered into financing arrangements with local credit institutions to

finance its new operations. The Group’s gearing ratio (debt over equity) stands at 70% compared to 63%

in 2023.

The Group continued to strengthen its operations within the local hospitality sector with the taking over of

management operations of Palm Beach Lido, Armier, as from June 2023 and DOMS Boutique Living and

DOMS Brasserie as from October 2023. During Q2 of 2024, the Group invested in a project to extend and

refurbish the Solana Hotel & Spa, which project resulted in an increase of new rooms, together with an

overall expansion of the hotel, including a larger reception and dining area and also a new rooftop pool.

This brought up the total number of rooms of Solana Hotel & Spa to 241 rooms.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Directors’ report

– continued

Review of business

- continued

Guarantor’s performance for 2024 and outlook for 2025 – continued

Subsequent to year end, during Q2 of 2025, the Group will be operating a new hotel in St. Julian’s. These

additions continue to strengthen the Group’s offerings in hospitality and food and beverage by diversifying

the Group’s operations beyond the Mellieha area.

Given the size of the Group and its dependence on the global economy, the Group recognises that the main

risk and uncertainty to its business is the potential downturn in the global economy with particular effect on

the tourism and services industries.

The current global geo-political situation is causing disruptions in economic activity and supply chains,

leading to inflation and putting pressure on commodity prices. Management continues to keep a close watch

on any developments and also exercises control on variable expenditure.

Management has prepared granular forecast profit and loss and cash flow projections for the period to 2032

using prudent assumptions. Management has factored in a number of stress case scenarios into the model

but results for cashflow and profitability remain favourable. Projections continue to forecast that the Group

will have adequate levels of liquidity and profitability to be able to operate and meet commitments as and

when they fall due.

Based on the above, the directors look forward with optimism to yet another year of good results despite

the challenges that lie ahead and remain confident that these financial statements can continue being

prepared on a going concern basis.

Results and dividends

The statement of comprehensive income is set out on page 11. The directors do not recommend the

payment of a dividend and propose that the balance of accumulated profits amounting to €22,442 (2023:

€8,219) be carried forward to the next financial year.

Financial risk management

The Company's activities potentially expose it to a variety of financial risks, including liquidity risk.

The Company's overall risk management program focuses on the unpredictability of markets and seeks to

minimise potential adverse effects on the Company's financial performance.

Risk management is carried

out within the Company where applicable under policies approved by the management of the Company.

The Company does not use derivative financial instruments to hedge risk exposures.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the

availability of funding through an adequate amount of committed credit facilities and the ability to close out

market positions. Refer to Note 2 to the financial statements.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Directors’ report

– continued

Principal risks and uncertainties faced by the Company

The Company’s main objective, as a finance company for the G3 Group, is to raise funds, mainly from the

capital markets, to finance the operations and projects of the Group. In this context, the Company’s ability

to recover loans issued to its fellow subsidiary is dependent on the performance of G3 Hospitality Limited

which is the operating company within the G3 Group and to which amounts have been advanced by the

Company. Further details of the performance of the guarantor are provided in the review of the guarantor’s

performance for FY 2024 and the outlook for FY 2025 set out above.

Within this context, the directors have evaluated the risks faced by the fellow subsidiary to which funds have

been advanced and continue to monitor closely the impact of events as they take place in the local and

global economy, and how these would affect the ability of the fellow subsidiary to honour its financial

commitments. On the basis of this analysis, the directors are of the view that all amounts receivable by the

Company are fully recoverable.

A detailed review of the risk management policies employed by the Company is included in Note 2 of these

financial statements.

Directors

The directors of the Company who held office during the year were:

Alexander Grima

Daniel Grima

John Grima

Jonathan Grima

Albert Grech

Juanita Bencini

Michael Lewis Macelli

Statement of directors’ responsibilities for the financial statements

The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements 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 that period.

In preparing the financial statements, the directors are responsible for:



ensuring that the financial statements have been drawn up in accordance with the 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 also responsible for designing, implementing and maintaining internal control as the

directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386).

They 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.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Directors’ report

– continued

Statement of directors’ responsibilities for the financial statements

- continued

The financial statements of G3 Finance p.l.c. for the year ended 31 December 2024 are included in the

Annual Financial Report 2024, which is made available on the G3 Group website.

The directors are responsible for the maintenance and integrity of the Annual Financial Report on the

website in view of their responsibility for the controls over, and the security of, the website. Access to

information published on the Group’s website is available in other countries and jurisdictions, where

legislation governing the preparation and dissemination of financial statements may differ from requirements

or practice in Malta.

The directors confirm that, to the best of their knowledge:



the financial statements give a true and fair view of the financial position of the Company as at 31

December 2024, and of the financial performance and the cash flows for the year then ended in

accordance with International Financial Reporting Standards as adopted by the EU; and



the Annual Report includes a fair review of the development and performance of the business and

the position of the Company, together with a description of the principal risks and uncertainties that

the Company and the guarantor face.

Going concern statement pursuant to Capital Markets rule 5.62

After making enquiries, the directors, at the time of approving the financial statements, have determined

that it is reasonable to assume that the Company has adequate resources to continue operating for the

foreseeable future. For this reason, the directors have adopted the going concern basis in preparing the

financial statements.

Auditors

PricewaterhouseCoopers 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 Board of Directors on 28 April 2025 by Daniel Grima (Executive Director) and

Juanita Bencini (Independent, Non-Executive Director) as per the Directors’ Declaration on ESEF Annual

Financial Report submitted in conjunction with the Annual Financial Report.

Registered office:

The Pergola,

Adenau Street

Mellieha

MLH 2014

Malta

Telephone (+356) 21523913

Company secretary

Dr Luca Vella

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Corporate Governance – Statement of Compliance

Introduction

G3 Finance p.l.c. (the “

Company

”) and the G3 group of companies (the “

G3 Group

”) is committed to

observing the principles of transparency and responsible corporate governance. The Board considers

compliance and corporate governance principles to constitute an important means of maintaining the

confidence of present and future shareholders, bondholders, creditors, employees, business partners and

the general public, amongst other stakeholders.

Pursuant to the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority,

the Company hereby reports on how it has complied with the Code of Principles of Good Corporate

Governance (the “

Code

’’) contained in Appendix 5.1 of the Capital Markets Rules for the financial period

ended 31 December 2024, which report details the extent to which the Code has been adopted, as well as

the effective measures taken by the Company to ensure compliance with said Code during the reporting

period.

The Board recognises that, in virtue of Capital Markets Rule 5.101, the Company is exempt from the

requirement to disclose the information prescribed by Capital Markets Rules 5.97.1 to 5.97.3, 5.97.6 and

5.97.8.

Compliance with the Code

Principles 1 and 4 - The Board of Directors and its Responsibilities

The Board is responsible for overseeing the Company’s strategic planning process. The Board delegates

certain powers, authorities and discretions to the Audit Committee, as duly constituted in terms of the Capital

Markets Rules, the role and competence of which committee are regulated in furtherance of Terms of

Reference duly implemented for the purpose and as further described hereunder.

The Board of Directors has a composition that ensures that the Company is led by individuals who have the

necessary skills and diversity of knowledge relative to the Company’s and the G3 Group’s respective

businesses. It considers strategic issues, key projects and regularly monitors performance against delivery

of the key targets of the annual strategic plans and forecasts.

In fulfilling its mandate, the Board assumes responsibility for:

reviewing the Company’s strategy on an on-going basis, as well as setting the appropriate business

objectives;

reviewing the effectiveness of the Company’s system of internal controls;

implementing an appropriate organisational structure for planning, executing, controlling and

monitoring business operations in order to achieve the Company’s objectives;

identifying and ensuring that significant risks are managed satisfactorily; and

ensuring that Company policies are being rigorously observed.

Principle 2 - Chairman and Managing Director

The roles of Chairman and Managing Director are occupied by separate individuals. Mr Daniel Grima carries

out the role of G3 Group Managing Director, overseeing the overall management of the G3 Group, while Mr

John Grima continued to act as Chairman of the Board during the period under review.

The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the Board

is in receipt of precise, timely and objective information, encourages active engagement by all members of

the Board for discussion and ensures effective communication with shareholders.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Corporate Governance – Statement of Compliance

- continued

Principle 3 – Composition of the Board

The Company’s Memorandum of Association provides that the Board of Directors shall consist of not less

than four (4) and not more than eight (8) Directors. Each Director has one (1) vote. All Directors are

appointed by means of an ordinary resolution of the shareholders of the Company in general meeting.

Accordingly, G3 Holdings Limited, the parent company of the G3 Group, is empowered to appoint the

Directors of the Company, thereby putting it in a position to appoint an absolute majority of the Directors

and, accordingly, have control over the management and operations of the Company.

All Directors are to retire from office at least once every three (3) years but shall be eligible for re-election.

During the last Annual General Meeting of the Company held on 14 May 2024 the Company’s shareholders

approved the re-appointment of the then-current Directors up to the next Annual General Meeting in

accordance with the Company’s Articles of Association.

Accordingly, as at the date of this statement and during the reporting period under review, the Board of the

Company is composed of the seven (7) individuals listed below, who are collectively responsible for the

overall direction and management of the Company. The Board currently consists of three (3) executive

Directors, who are entrusted with the Company’s day-to-day management, and four (4) non-executive

Directors, two (2) of whom are also independent of the Company, whose main functions are to monitor the

operations of the executive Directors and their performance, as well as to review any proposals tabled by

the executive Directors. No Directors have been removed since the Company’s inception.

Executive Directors:

John Grima – Chairman

Daniel Grima

Jonathan Grima

Non-executive Directors:

Alexander Grima

Albert Grech

Independent, non-executive Directors:

Juanita Bencini

Michael Lewis Macelli

Luca Vella acts as company secretary to the Board of Directors, as well as secretary to the Audit Committee.

In compliance with the Capital Markets Rules, the Board considers that the independent, non-executive

Directors are independent of management and free from any significant business, family or other

relationship with the Company, its controlling shareholder or its management that could materially interfere

with the exercise of their independent judgment. In assessing the independence of the independent, non-

executive Directors, due notice has been taken of Capital Markets Rule 5.119. The composition of the Board

has a balance of knowledge and experience, as well as a strong non-executive presence, to allow continued

scrutiny of performance, strategy and governance.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Corporate Governance – Statement of Compliance

- continued

Principle 5 – Board Meetings

Meetings of the Board are held as frequently as considered necessary, with a minimum of four (4) meetings

being held annually – the Board met five (5) times during 2024. The Board members are notified of

forthcoming meetings at least seven (7) days before the said meeting. In addition, the notification includes

the issue of an agenda and any supporting documentation as necessary, in order to ensure that all meetings

are of a highly effective nature and all participants are well informed and able to effectively contribute to

Board decisions. Attendance with regards to Board meetings is recorded in the minutes of the meetings.

Minutes of all Board and Audit Committee meetings are circulated to all members and kept on file by the

Company Secretary.

Board and Audit Committee meetings are attended by the Group Financial Controller of the G3 Group, Ms

Ann Abela, in order for the Board of the Company to have direct access to the financial operation and results

of the G3 Group. This is also intended to ensure that the policies and strategies adopted by the Board are

effectively implemented by the finance team and senior management.

The Board is headed by the Chairman, Mr John Grima.

All executive Directors have more than 15 years’ work experience at the G3 Group, whereas the non-

executive Directors and the independent, non-executive Directors have relevant experience related to the

business in which the Group operates. The remuneration of the Directors is reviewed periodically by the

shareholders of the Company.

All Directors of the Company, including, therefore, the non-executive Directors and the independent, non-

executive Directors, have access to the G3 Group’s in-house and external financial and legal advisors who

keep said Directors adequately informed of all statutory and regulatory requirements connected to the

business of the Company and the G3 Group generally on an on-going basis. The Directors are also kept

updated with respect to their obligations in terms of the Market Abuse Regulation [Regulation (EU) No

596/2014] in view of their position as Restricted Persons (PDMRs and Persons having access to Internal

Information) of the Company.

Principle 6 – Information and Professional Development

The Company firmly believes in the professional development of all the members in the G3 Group. The

Managing Director is responsible for establishing and implementing incentives which are aimed to maintain

and recruit employees and management personnel. Furthermore, regular training exercises are held for the

G3 Group’s employees to keep abreast of current technological and hospitality standards and other relevant

subject matter trends and practices. Directors are encouraged to talk directly to any member of

management regarding any questions or concerns the Directors may have.

Principle 8 – Committees

The Board delegates certain powers, authorities and discretions to the Audit Committee. The Company’s

Board has established an Audit Committee for the purposes of inter alia:

monitoring the financial reporting process and submitting recommendations or proposals to ensure

its integrity;

monitoring of the effectiveness of the Company’s internal quality control and risk management

system;

reviewing and monitoring the external auditor’s independence;

evaluating the arm’s length nature of any proposed transactions to be entered into by the Company

and a related party, to ensure that the execution of such transaction is at arm’s length, conducted

on a sound commercial basis and in the best interests of the Company; and

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Corporate Governance – Statement of Compliance

– continued

Principle 8 – Committees - continued

assessing any potential conflicts of interest between the duties of the Directors and their respective

private interests or duties unrelated to the Company, to ensure that any potential abuse is managed,

controlled and resolved in the best interests of the Company and according to law.

As indicated above, the Company adopts measures in line with the Code with a view to ensuring that the

relationship with its major shareholder is retained at arm’s length, including adherence to rules on related

party transactions set out in Chapter 5 of the Capital Markets Rules. Said rules require the vetting and

approval of any related party transaction by the Audit Committee, which is constituted in its entirety by non-

executive Directors, two (2) of whom are independent, and of which one, in the person of Juanita Bencini,

acts as Chair.

The Audit Committee has, pursuant to the relative terms of reference, been granted express powers to be

given access to the financial position of the Company and all other entities comprising the G3 Group on a

quarterly basis.

The Board has formally appointed the following three (3) individuals as the members of the Audit Committee:

Juanita Bencini – Chairperson and independent, non-executive Director

Michael Lewis Macelli – independent, non-executive Director

Alexander Grima – non-executive Director

Audit Committee members are appointed for a one (1) year term of office. Such term is automatically

renewed for further periods of one (1) year each unless otherwise determined by the Board of Directors of

the Company. The Audit Committee meets at least four (4) times a year, with additional meetings to be

called at the discretion of the Chairperson of the Audit Committee, presently Juanita Bencini. The Audit

Committee met six (6) times during 2024. The Chairperson will also call a meeting of the Audit Committee

if required by any Committee member, by senior management or by the external auditors of the Company.

In compliance with the Capital Markets Rules, Juanita Bencini and Michael Lewis Macelli are considered to

be independent and all members are deemed to be competent in accounting and/or auditing matters. The

Company considers that the members of the Audit Committee have the necessary experience,

independence and standing to hold office as members thereof.

Principle 9 - Relations with shareholders and with the Market

The Company is committed to having an open and communicative relationship with its shareholders and

bondholders. The market is kept updated with all relevant information concerning the Company via the

publication of Company Announcements in terms of the Capital Markets Rules and, furthermore, the

Company regularly publishes such information on its website to ensure continuous relations with the market,

including but not limited to, the Interim and Annual Financial Statements.

Principle 11 - Conflicts of Interest

Directors are expected to always act in the best interests of the Company and its shareholders and

investors. In accordance with the provisions of the Articles of Association of the Company, any actual,

potential or perceived conflict of interest must be immediately declared by a Director to the other members

of the Board, who then decide on whether such a conflict exists, also possibly through a referral to the Audit

Committee. In the event that the Board perceives such interest to be conflicting with the relative Director’s

duties, said Director shall not vote at a meeting of Directors in respect of any contract, arrangement or

proposal in which he/she has a material interest, whether direct or indirect.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Corporate Governance – Statement of Compliance

– continued

Principle 12 - Corporate Social Responsibility

The Board is mindful of and seeks to adhere to sound principles of corporate social responsibility in its

management practices. This helps the G3 Group develop strong relationships with its stakeholders and

create long-term value for society and its business. The G3 Group 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. The G3 Group continues to support a number of different local initiatives aimed at

improving the quality of life of the local communities it supports.

More specifically, in line with applicable Maltese legislation and regulatory frameworks, the Company

integrates Environmental, Social and Governance (ESG) principles and corporate social responsibility

(CSR) considerations into its strategic decision-making, risk management, and operational practices to

promote sustainable business growth and environmental and social responsibility. The Board shall continue

to assess the Company’s impact on the environment and society, adopting best practices to minimize its

carbon footprint and enhance workplace diversity and inclusion, among other initiatives. The Company

remains dedicated to fulfilling all legal and regulatory requirements concerning ESG and CSR, in alignment

with international best practices and stakeholder expectations.

Remuneration Statement

In terms of the Memorandum and Articles of Association of the Company, the aggregate emoluments of all

Directors in any one financial year, and any increases thereto, shall be such amount as may, from time to

time, be determined by the shareholders in general meeting. The remuneration of Directors is a fixed

amount per annum and does not include any variable component relating to profit sharing, share options or

pension benefits. For the financial year ended on 31 December 2024 the Company paid an aggregate of

€43,000 to its Directors.

Non-compliance with the Code

Other than as stated below, the Company has fully implemented the principles set out in the Code.

Principle 7

–

Evaluation of the Board’s Performance

Under the present circumstances, the Board of the Company does not consider it necessary to appoint a

committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an

on-going basis by, and is subject to the constant scrutiny of, the Company’s shareholders and the rules by

which the Company is regulated as a listed company.

Principle 8 - Nomination Committee and Remuneration Committee

The Board of Directors considers that the size and operation of the Company does not warrant the setting

up of nomination and remuneration committees. Given that the Company does not have any employees

other than the Directors and the Company secretary it is not considered necessary for the Company to

maintain a remuneration committee. Similarly, the Company has not incorporated a nomination committee.

Appointments to the Board of Directors are determined by the shareholders of the Company in accordance

with the Company’s Memorandum and Articles of Association. The Company considers that the members

of the Board possess the level of skill, knowledge and experience expected in terms of the Code.

Principle 10 – Institutional Shareholders

The Company is ultimately privately held and has no institutional shareholders, therefore, Principle 10 does

not, at present, apply to the Company.

Approved by the Board of Directors on 28 April 2025.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Statement of financial position

As at 31 December

202

2023

Notes

€

ASSETS

Non

current assets

Loans receivable

12,124,472

Current assets

Trade and other receivables

1,114,31

975,031

Cash and cash equivalents

1,081

36,766

Total current assets

1,115,39

1,011,797

Total assets

13,239,86

13,136,269

EQUITY AND LIABILITIES

Equity

Share capital

252,000

Accumulated profits

22,44

8,219

Total equity

274,44

260,219

LIABILITIES

Non

current liabilities

Borrowings

12,283,926

12,254,243

Current liabilities

Trade and other payables

676,713

613,877

Current t

iability

4,783

7,930

Total current liabilities

681,496

621,807

Total liabilities

12,965,422

12,876,050

Total equity and liabilities

13,239,86

13,136,269

The accompanying notes are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 28 April 2025.

The financial statements were signed on behalf of the Board of Directors by Daniel Grima (Executive

Director) and Juanita Bencini (Independent, Non-Executive Director) as per the Directors’ Declaration on

ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Statement of comprehensive income

Year ended 31 December

202

2023

Note

€

Finance income

701,800

Finance costs

(562,500)

Net interest income

139,300

Administrative expenses

(

117,400

)

(116,644)

Profit before tax

21,900

22,656

Tax expense

(7,677)

(10,825)

Profit for the year – total comprehensive

income

14,223

11,831

The accompanying notes are an integral part of these financial statements.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Statement of changes in equity

Capital

Accumulated

profits/losses

Total

€

Balance at 1 January 2023

252,000

(3,612)

248,388

Comprehensive Income

Profit for the year

11,831

Balance at

31 December 2023

252,000

8,21

260,21

Comprehensive

income

Profit for the year

14,223

Balance at

31 December 202

252,000

22,44

274,44

The accompanying notes are an integral part of these financial statements.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Statement of cash flows

Year ended

31 December

Note

202

2023

€

Cash

flows (used in)

/from

operating activities

Cash

(used in)

/from

operations

(24,861)

37,661

Income tax paid

(10,82

)

(2,895)

Net cash generated (used in)/from operating activities

(35,68

)

34,766

Net movement in cash and cash

equivalents

(35,68

)

34,766

Cash and cash equivalents at beginning of yea

36,766

2,000

Cash and cash equivalents at end of year

1,08

36,766

The accompanying notes are an integral part of these financial statements.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Notes to the financial statements

Material accounting policy information

The principal accounting policies applied in the preparation of these financial statements are set out

below. These policies have been consistently applied to the years presented, unless otherwise

stated.

1.1 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). These financial statements 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 the directors to exercise their judgement in the

process of applying the Company’s accounting policies (see Note 3 – Critical accounting estimates

and judgements).

Standards, interpretations and amendments to published standards effective in 2024

In 2024, the Company has adopted new standards, amendments and interpretations to existing

standards that are mandatory for the Company’s accounting period beginning on 1 January 2024.

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 impacting financial performance and

position.

(a) Amendments to IAS 1 – Classification of Liabilities as Current and Non-current

The amendments are intended to promote consistency by helping preparers determine whether in

the statement of financial position, debt and other liabilities with an uncertain settlement date should

be classified as current (due or potentially due to be settled within one year) or non-current. This

amendment did not have any material impact on the amounts recognised in prior periods and is not

expected to significantly affect the current or future periods.

Standards, interpretations and amendments to published standards that are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published

by the date of authorisation for issue of these financial statements but are mandatory for the

Company’s accounting periods beginning after 1 January 2024.

The Company has not early adopted

these revisions to the requirements of IFRSs as adopted by the EU, and the Company’s management

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.

(a) Amendments to the Classification and Measurement of Financial Instruments – Amendments to

IFRS 9 and IFRS 7 (effective for annual periods beginning o or after 1 January 2026)

On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 and to include new

requirements not only for financial institutions but also for corporate entities. These amendments:



clarify the date of recognition and derecognition of some financial assets and liabilities, with

a new exception for some financial liabilities settled through an electronic cash transfer

system

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Material accounting policy information

- continued

1.1 Basis of preparation

- continued

(a) Amendments to the Classification and Measurement of Financial Instruments – Amendments to

IFRS 9 and IFRS 7 (effective for annual periods beginning o or after 1 January 2026)

- continued



clarify and add further guidance for assessing whether a financial asset meets the solely

payments of principal and interest (SPPI) criterion;



add new disclosures for certain instruments with contractual terms that can change cash

flows (such as some financial instruments with features linked to the achievement of

environment, social and governance targets); and



update the disclosures for equity instruments designated at fair value through other

comprehensive income (FVOCI).

The Company does not expect these amendments to have a material impact on its operations or

financial statements.

(b) IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods

beginning on or after 1 January 2027)

IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that

will help to achieve comparability of the financial performance of similar entities and provide more

relevant

information

and

transparency

users.

Even

though

IFRS

will

not

impact the recognition or measurement of items in the financial statements, its impacts on

presentation and disclosure are expected to be pervasive, in particular those related to the

statement of financial performance and providing management-defined performance measures

within the financial statements. Management is currently assessing the detailed implications of the

new standard on the Company’s financial statements.

1.2 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the

chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating

resources and assessing performance of the operating segments has been identified as the board of

directors that makes strategic decisions. The board of directors considers the Company to be made

up of one segment, which is raising financial resources from capital markets to finance the Group’s

working capital and other capital projects.

1.3 Foreign currency translation

(a) Functional and presentation currency

The Company’s financial results and financial position are measured in the functional currency, i.e.

euro (“€”), which is the currency of the primary economic environment in which the company

operates. These financial statements are presented in euro (“€”), i.e. the presentation currency, which

is the currency in which the Company’s share capital is denominated.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Material accounting policy information

- continued

1.3 Foreign currency translation

- continued

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions or valuation where items are re-measured.

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are

presented in the income statement within ‘finance income or cost’.

All other foreign exchange gains

and losses are presented in the income statement within ‘other income/(expense)’.

1.4 Financial assets

1.4.1 Classification

The Company classifies its financial assets as financial assets measured at amortised costs. The

classification depends on the entity’s business model for managing the financial assets and the

contractual terms of the cash flows. The Company classifies its financial assets as at amortised cost

only if both the following criteria are met:

- The asset is held within a business model whose objective is to collect the contractual cash flows,

and

- The contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets at amortized cost held by the Company include loans and receivables. The

Company's loans and receivables comprise trade and other receivables and cash and cash

equivalents in the statement of financial position.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on

initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit

risk associated with the principal amount outstanding during a particular period of time and for other

basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the

Company considers the contractual terms of the instrument. This includes assessing whether the

financial asset contains a contractual term that could change the timing or amount of contractual cash

flows such that it would not meet this condition.

1.4.2 Recognition and measurement

Regular way purchases and sales of financial assets are recognised on the trade date, which is the

date on which the Company commits to purchase or sell the asset. Financial assets are derecognised

when the rights to receive cash flows from the financial assets have expired or have been transferred

and the Company has transferred substantially all the risks and rewards of ownership.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Material accounting policy information

– continued

1.4 Financial assets

– continued

1.4.2 Recognition and measurement

– continued

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a

financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly

attributable to the acquisition of the financial asset.

Interest income on debt instruments measured at amortised cost from these financial assets is

included in finance income using the effective interest rate method. Any gain or loss arising on

derecognition of these instruments is recognised directly in profit or loss and presented in other

gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as

a separate line item in the consolidated statement of profit or loss.

1.4.3 Impairment

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with

its debt instruments carried at amortised cost. The impairment methodology applied depends on

whether there has been a significant increase in credit risk. The Company’s financial assets are

subject to the expected credit loss model.

The Company's main financial assets that are subject to IFRS 9's ECL model comprise cash and

cash equivalents, amounts due from parent and fellow subsidiary. Refer to Note 2.1 (a) for more

information on the Group's credit risk policy.

Expected credit loss model

The Company measures loss allowances at an amount equal to lifetime ECLs, except for the

following, which are measured at 12-month ECLs:



debt securities that are determined to have low credit risk at the reporting date; and



other debt securities and bank balances for which credit risk has not increased significantly since

initial recognition.

When determining whether the credit risk of a financial asset has increased significantly since initial

recognition and when estimating ECLs, the Company considers reasonable and supportable

information that is relevant and available without undue cost or effort.

The Company assumes that

the credit risk on a financial asset has increased significantly if it is more than 30 days past due, and

it considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations

to the Company in full, without recourse by the Company to actions such as realising security (if any

is held); or the financial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a

financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are

possible within the 12 months after the reporting date (or a shorter period if the expected life of the

instrument is less than 12 months). The maximum period considered when estimating ECLs is the

maximum contractual period over which the Company is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present

value of all cash shortfalls. ECLs are discounted at the effective interest rate of the financial asset.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Material accounting policy information

- continued

1.4 Financial assets

– continued

1.4.3 Impairment

– continued

At each reporting date, the Company assesses whether financial assets carried at amortised cost

are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a

detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence

that a financial asset is credit-impaired includes observable data such as significant financial difficulty

of the borrower or issuer, or a breach of contract such as a default or being more than 90 days past

due.

Expected credit loss model

– continued

Loss allowances for financial assets measured at amortised cost are deducted from the gross

carrying amount of the assets.

For the loans receivable from fellow subsidiary, amounts due from parent and fellow subsidiary and

cash and cash equivalents, the expected credit losses are immaterial.

1.5 Trade and other receivables

Other receivables are recognised initially at fair value and subsequently measured at amortised cost

using the effective interest method, less expected credit loss allowances.

Other receivables are recognised initially at the amount of consideration that is unconditional unless

they contain significant financing components, when they are recognised at fair value. The Company

holds the other receivables with the objective to collect the contractual cash flows and therefore

measures them subsequently at amortised cost using the effective interest method.

1.6 Share capital

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.

1.7 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, other than

derivative contracts, are classified as financial liabilities measured at amortised cost, i.e. not at fair

value through profit or loss 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.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Material accounting policy information

- continued

1.8 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.

Issue cost incurred in connection with the issue of the bonds include professional fees, printing,

listing, registration, underwriting, selling costs and other miscellaneous costs.

1.9 Trade and other payables

Trade payables comprise obligations to pay for goods or services that have been acquired in the

ordinary course of business from suppliers.

Accounts payable 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).

not, they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value and subsequently measured at

amortised cost using the effective interest method.

1.10 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial

position when there is a legally enforceable right to set off the recognised amounts and there is an

intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

1.11 Current and deferred tax

The tax expense for the period comprises current and deferred tax. The current income tax charge

is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting

period.

Tax is recognised in profit or loss, except to the extent that it relates to items recognised

directly in equity.

In this case, the tax is also recognised directly in equity.

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

income 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 income tax is determined using tax rates (and laws) that have been

enacted or substantially enacted by the end of the reporting period and are expected to apply when

the related deferred income tax asset is realised or the deferred income tax liability is settled.

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.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Material accounting policy information

– continued

1.12 Interest income and expense

Interest income and expense are recognised in profit or loss for all interest-bearing financial

instruments using the effective interest method. The effective interest method is a method of

calculating the amortised cost of a financial asset or a financial liability and of allocating the interest

income or interest expense over the relevant period. The effective interest rate is the rate that exactly

discounts estimated future cash payments or receipts through the expected life of the financial

instrument to the net carrying amount of the financial asset or financial liability. When calculating the

effective interest rate, the Company estimates future cash flows considering all contractual terms of

the financial instrument but does not consider future credit losses. The calculation includes all fees

and points paid or received between parties to the contract that are an integral part of the effective

interest rate, transaction costs and all the other premiums or discounts. Accordingly, interest expense

includes the effect of amortising any difference between net proceeds and redemption value in

respect of the Company’s interest-bearing borrowings.

Financial risk management

2.1 Financial risk factors

The Company constitutes a financing special purpose vehicle whose bonds will be matched by

equivalent amounts due from, and guaranteed by, G3 Holdings Limited (a related party). The

Company’s principal risk exposures relate to credit risk and liquidity risk. The Company is not

exposed to currency risk and the directors deem interest rate risk exposure to be minimal due to

matching of its interest costs on borrowings with finance income from its loans and receivables

referred to above.

(a) Credit risk

Credit risk primarily arises from loans receivable from G3 Hospitality Limited (Note 4), amounts due

from Parent Company and fellow subsidiary (Note 5) and cash and cash equivalents (Note 6).

The Company’s exposure to credit risk is limited to the carrying amount of financial assets recognised

at the reporting date, as summarised below. The Company’s exposures to credit risk as at the end of

the reporting periods are analysed as follows:

The maximum exposure to credit risk at the end of the reporting period 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 does not hold any collateral as security in this respect.

2023

€

Financial assets measured at amortised cost

Loans receivable from fellow subsidiary (Note 4)

12,124,472

Trade and other receivables (Note 5)

1,11

392

973,091

Cash and cash equivalents (Note 6)

1,081

36,766

13,237,945

13,134,329

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Financial risk management

– continued

2.1 Financial risk factors

– continued

(a) Credit risk

- continued

Cash and cash equivalents

The Company’s cash and cash equivalents are held with local financial institutions with high quality

standing or rating and are due to be settled on demand. Management considers the probability of

default to be close to zero as the financial institutions have a strong capacity to meet their contractual

obligations in the near term. The identified impairment loss subject to the impairment requirements

of IFRS 9 on cash and cash equivalents is insignificant.

Loans receivable and other amounts owed by group companies

The Company’s loans receivable consist of advances to related entities forming part of the G3 Group

(Note 4), which advances have been affected out of the Company’s bond issue proceeds. The

Company monitors intra-group credit exposures on a regular basis and ensures timely performance

of these assets in the context of overall group liquidity management. The guarantor in relation to the

bond issue (G3 Holdings Limited) is the parent of the Group. The Company assesses the credit

quality of the G3 Group taking into account financial position, performance and other factors including

profitability and cashflow forecasts that are reviewed and approved at regular intervals by the Board

of directors. The Company takes cognisance of the related party relationship with these entities and

management does not expect any losses from non-performance or default.

Loans receivable from fellow subsidiary are categorised as Stage 1 for IFRS 9 purposes (i.e.

performing) in view of the factors highlighted above. The expected credit loss allowances on such

loans are based on the 12-month probability of default, capturing 12-month expected losses. On 31

December 2024, the Company’s directors reviewed the Company’s financial assets in particular the

loans advance to fellow subsidiary (Note 4). In view of the respective entity’s history, results to date,

gearing ratios and reserves, as well as forward looking estimates, the directors applied judgement in

determining the appropriate expected credit loss provisions as a result of adopting the expected

future loss framework under IFRS 9.

The Company monitors the performance of its receivables on a regular basis to identify incurred

collection losses, which are inherent in the Company’s receivables, taking into account historical

experience. Other receivables, representing amounts due from the Parent Company and from fellow

subsidiaries (Note 5), are subjected to the expected future credit loss framework required under IFRS

9 and the resulting expected credit loss allowance is considered immaterial.

Following the assessment of the directors, all of the Company’s financial assets are considered to

have low credit risk and a low risk of default. The loss allowance subject to the impairment

requirements of IFRS 9 is deemed immaterial to be recognised in the balance sheet as at 31

December 2024.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Financial risk management

– continued

2.1 Financial risk factors

– continued

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall

due. The Company is exposed to liquidity risk in relation to meeting future obligations associated with

its financial liabilities, which comprise principally the bonds issued to the general public (Note 8) and

trade and other payables (Note 9). 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.

The Company’s liquidity risk is managed actively by ensuring that cash inflows arising from expected

maturities of the Company’s advances to the related entity effected out of the bond issue proceeds,

together with any related interest receivable, match the cash outflows in respect of the Company’s

bond borrowings, covering principal and interest payments, as referred to in Note 8 and reflected in

the table below.

The following table analyses the Company’s financial liabilities into relevant maturity based on the

remaining period as at 31 December 2023 to the contractual maturity date. The amounts disclosed

in the table below are the contractual undiscounted cash flows. Balances due within twelve months

equal their carrying balances, as the impact of discounting is not significant.

Between 1

Carrying

mount

Contractual

cash flows

Within

one year

and 2

years

Between 2

and 5 years

Over 5

years

€

Decembe

202

Trade and other

payables

676,713

Borrowings

12,283,926

,000

562,50

562,500

1,687,500

14,

12,960,639

1,239,213

562,500

1,687,500

14,

31 December 2023

Trade and other

payables

613,877

Borrowings

12,254,243

17,562,500

562,500

1,687,500

14,750,

12,868,120

18,176,377

1,176,377

562,500

1,687,500

14,750,000

The loan receivable from fellow subsidiary carries the same credit terms and will be repaid back to

meet the obligations of the borrowings.

2.2 Capital risk management

The Company’s objectives when managing capital are to safeguard the respective Company’s ability

to continue as a going concern in order to provide returns for shareholders and benefits for other

stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to

maintain or adjust the capital structure, the Company may issue new shares or adjust the amount of

dividends paid to shareholders.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Financial risk management

– continued

2.2 Capital risk management

– continued

The Company’s equity, as disclosed in the statement of financial position, constitutes its capital. The

Company maintains its level of capital by reference to its financial obligations and commitments

arising from operational requirements. Taking cognisance of the nature of the company’s assets,

together with collateral held as security, backing the Company’s principal borrowings, the capital level

at the end of the reporting period is deemed adequate by the directors.

2.3 Fair values of financial instruments

At 31 December 2024 and 2023 the carrying amounts of cash at bank, trade and other receivables

and trade and other payables reflected in the financial statements are reasonable estimates of fair

value in view of the nature of these instruments or the relatively short period of time between the

origination of the instruments and their expected realisation.

The fair values of the interest-bearing

loans receivable were not significantly different from their carrying amounts at the end of the reporting

period.

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 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.

Loans receivable

202

2023

€

Non

current

Loan to fellow subsidiary

12,124,472

The loan receivable represents the proceeds from the bond issue (Note 8) which have been

advanced by the Company to G3 Hospitality Limited (the Company’s fellow subsidiary). The principal

purposes for these advances were the re-financing of existing banking facilities of the borrower, to

finance future growth in operations and for the general corporate funding purposes of the G3 Group

as the need arises in the ordinary course of business. Credit risk is assessed in Note 2.

This loan is subject to interest at a fixed interest rate of 5.8% (2023: 5.8%). The loan is unsecured

and repayable by not later than 6 April 2032.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Trade and other receivables

202

2023

€

Current

Amounts due from parent

251,997

Amounts due from fellow subsidiary

860,39

721,094

Prepayments and accrued income

1,919

1,940

1,114,31

975,031

Amounts due from parent and fellow subsidiary are unsecured, interest-free and repayable on

demand.

The Company’s exposure to credit and currency risks and impairment losses relating to trade

receivables are disclosed in Note 2.

Cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents comprise the following:

2024

2023

€

Cash at bank

1,081

36,766

Share capital

202

2023

€

Authorised

252,000 ordinary shares of €1 each

252,000

Issued

and fully paid up

252,000 ordinary shares of €1 each

252,000

The holders of ordinary shares are entitled to receive dividends as declared from time to time and

are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to

the Company’s residual assets.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Borrowings

2024

2023

€

Non

current

125,000 4.5% bonds of €100 each - 2032

12,283,926

12,254,243

The bonds are measured at the amount of the net proceeds adjusted for the amortisation of the

difference between the net proceeds and the redemption value of such bonds, using the effective

yield method as follows:

2024

2023

€

Original face value of bonds issued

12,500,000

Gross amount of bond issue costs

(296,827)

Accumulated amortisation

80,753

51,070

Unamortised bond issue costs

(216,074)

(245,757)

Amortised cost and closing carrying

amount of the bonds

12,283,926

12,254,243

By virtue of an offering memorandum dated 25 March 2022, G3 Finance p.l.c. (the Issuer) issued an

aggregate of €12,500,000 in bonds having a face value of €100 per bond, subject to minimum holding

of €2,000 and in multiples of €100 thereafter. The bonds have a coupon interest rate of 4.50% per

annum payable on a yearly basis on 6 April each year. The bonds are guaranteed by G3 Holdings

Limited, which has bound itself jointly and severally liable with the issuer, for the repayment of the

bonds and interest thereon, pursuant to and subject to the terms and conditions in the offering

memorandum. These bonds were eventually admitted for listing on the Malta Stock Exchange on 6

April 2022. The quoted market price as at 31 December 2024 for the bonds was €99 (2023: €99.70),

which in the opinion of the directors fairly represents the fair value of these financial liabilities.

In accordance with the provisions of the prospectus, the proceeds from the bond issue have been

advanced by the issuer to undertakings forming part of the G3 Group for the purpose of re-financing

existing bank facilities within the Group and to finance future growth in operations.

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

Trade and other payables

202

2023

€

Current

Amounts due to fellow subsidiary

200,192

138,137

Interest accrued on bonds in issue

447,301

447,115

Accruals

220

28,625

713

613,877

Amounts due to fellow subsidiary are unsecured, interest-free and repayable on demand.

The Company’s exposure to liquidity risks related to trade and other payables is disclosed in Note 2.

10.

Finance income

202

2023

€

Interest income on loan advanced to fellow subsidiary

701,800

11.

Finance costs

202

2023

€

Bond interest expense

562,500

12.

Expenses by nature

202

2023

€

Directors’ fees (Note 13)

3,000

43,002

Listing and related compliance costs

38,637

38,418

Legal and professional fees

34,49

34,077

Other expenses

1,267

1,147

117

400

116,644

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

12.

Expenses by nature - continued

Auditor’s fees

Fees charged by the auditor for services rendered during the financial periods ended 31 December

2024 and 2023 relate to the following:

2024

2023

€

Annual statutory audit

1,0

10,500

Tax advisory and compliance services

260

11,2

10,760

Apart from the services disclosed above, there have been no further non-audit services provided by

the auditor.

13.

Directors’ emoluments

202

2023

€

Directors’ fees

3,000

43,002

14.

Tax expense

2024

2023

€

Current tax expense:

on taxable profit subject to tax at 35%

7,677

10,825

7,677

10,825

The tax on the Company’s results before tax differs from the theoretical amount that would arise

using the basic tax rate as follows:

2024

2023

€

Profit

before tax

21,9

22,656

Tax on profit at 35%

7,6

7,930

Adjustment for current tax of prior periods

2,895

Tax effect of:

Unrecognised deferred tax movement

Tax expense

7,677

10,825

G3 FINANCE p.l.c.

Annual Report and Financial Statements - 31 December 2024

15.

Cash (used in)/from operations

Reconciliation of operating profit to cash used in operations:

202

2023

€

Profit before tax

21,900

22,656

Adjustments for:

Amortisation of bond issue costs

29,683

29,276

Changes in working capital:

Trade and other receivables

(139,280)

(139,320)

Trade and other payables

62,836

125,049

Cash generated (used in)

/ from

operations

(24,861)

37,661

16.

Related party transactions

G3 Finance p.l.c. forms part of the G3 Group. All companies forming part of the G3 Group are related

parties since these companies all have common ultimate controllers.

Trading transactions between

these companies typically include company interest charges, management fees and other such items

which are normally encountered in a group context.

Key management personnel comprises the directors of the Company. Key management personnel

compensation, consisting of remuneration to the Company’s directors, has been disclosed in Note

13.

17.

Statutory information

G3 Finance p.l.c. is a limited liability company and is incorporated in Malta. The registered office is

‘The Pergola’, Adenau Street, Mellieha, Malta.

The immediate and ultimate Parent Company of G3 Finance p.l.c. is G3 Holdings Limited, a company

registered in Malta, with its registered address at ‘The Pergola’, Adenau Street, Mellieha, Malta.

The ultimate beneficial owner of G3 Holdings Limited is Mr. John Grima.