Company Registration Number: C 94829
G3 FINANCE p.l.c.
Annual Report and Financial Statements
31 December 2025
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
Pages
Directors’ report
1 - 5
Corporate Governance – Statement of Compliance
6 - 10
Statement of financial position
11
Statement of comprehensive income
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 31
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
1
Directors’ report
The directors present their report and the audited financial statements for the year ended 31 December
2025.
Principal activities
The Company principally acts as a financing company, serving as a vehicle through which the G3 Group
will continue to finance its future projects.
The Group, of which the Company forms part, has undergone a restructuring exercise of its shareholding.
Prior to the said restructuring exercise, the ultimate individual shareholders indirectly owned and controlled
the 99.98% of the Company through G3 Holdings Limited (C 94828). The ultimate individual shareholders
currently own and control the Company through another holding company, G3 Essence Limited (C 111343),
which owns 100% of the ordinary share capital of G3 Holdings Limited, which, in turn, holds 100% of the
share capital of the Company. The ultimate shareholding and voting rights held by Mr John Grima have
been reduced nominally from 99.99% to 97.5%, with the remaining 2.5% shared equally among his children
Mr Alexander Grima, Mr Jonathan Grima and Mr Daniel Grima.
Review of business
During the year under review, finance income on loans to fellow subsidiary, G3 Hospitality Limited,
amounted to €701,800 (2024: €701,800), whilst interest payable on bonds totalled €562,500 (2024:
€562,500).
The Company registered a profit after tax of €12,000 (2024: €14,223) after incurring administrative
expenses, mainly relating to listing and compliance costs, directors’ emoluments and professional fees,
amounting to €120,838 (2024: €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 €286,442 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 2025 and outlook for 2026
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 are listed
and traded on the Official List of the Malta Stock Exchange with effect from 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
2025, the Group registered a profit after tax of €1,938,601 (2024: €736,194). At 31 December 2025, the
Group’s net asset value was €24,263,009 (2024: €22,324,408) whilst total assets were €66,898,322 (2024:
€61,370,117).
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
2
Directors’ report
- continued
Review of business
- continued
Guarantor’s performance for 2025 and outlook for 2026 –
continued
From November 2023 up to Q2 of 2024, the Group invested in a project to extend and refurbish the Solana
Hotel & Spa, which project resulted in an increase of 55 new rooms, together with an overall expansion of
the hotel, including a larger reception and dining area and also a new rooftop pool. This increased the total
number of rooms of Solana Hotel & Spa to 241 rooms. Therefore, during 2025, the full-year effect of this
investment was fully reflected in the results for the year.
On 27 May 2025, the Group started operating a new hotel in St. Julian’s. This addition continued 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 12. The directors do not recommend the
payment of a dividend and propose that the balance of accumulated profits amounting to €34,442 (2024:
€22,442) 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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
3
Directors’ report
– continued
Financial risk management
- continued
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.
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 2025 and the outlook for FY 2026 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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
4
Directors’ report
– continued
Statement of directors’ responsibilities for the financial statements
- continued
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.
The financial statements of G3 Finance p.l.c. for the year ended 31 December 2025 are included in the
Annual Financial Report 2025, 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 2025, 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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
5
Directors’ report
– continued
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 27 April 2026 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 2025
6
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 2025, 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 2025
7
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, 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 20 May 2025 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 judgement. 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 2025
8
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 four (4) times during 2025. The Board members are notified of
forthcoming meetings at least seven (7) days before the said meeting. In addition, the notification includes
the issue of an agenda and any supporting documentation as necessary, in order to ensure that all meetings
are of a highly effective nature and all participants are well informed and able to effectively contribute to
Board decisions. Attendance with regards to Board meetings is recorded in the minutes of the meetings.
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 Chief Financial Officer 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:
a)
monitoring the financial reporting process and submitting recommendations or proposals to ensure
its integrity;
b)
monitoring of the effectiveness of the Company’s internal quality control and risk management
system;
c)
reviewing and monitoring the external auditor’s independence;
d)
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 2025
9
Corporate Governance – Statement of Compliance
– continued
Principle 8 – Committees -
continued
e)
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 five (5) times during 2025. 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 2025
10
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 2025 the Company paid an aggregate of
€45,502 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 27 April 2026.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
11
Statement of financial position
As at 31 December
202
5
2024
Notes
€
€
ASSETS
Non
-
current assets
Loans receivable
4
12,124,472
12,124,472
Current assets
Trade and other receivables
5
1,036,113
1,114,311
Cash and cash equivalents
6
4,553
1,081
Current tax asset
1,469
-
Total current assets
1,042,135
1,115,392
Total assets
13,166,607
13,239,864
EQUITY AND LIABILITIES
Equity
Share capital
7
252,000
252,000
Accumulated profits
34,442
22,442
Total equity
286,442
274,442
LIABILITIES
Non
-
current liabilities
Borrowings
8
12,313,609
12,283,926
Current liabilities
Trade and other payables
9
566,556
676,713
Current tax liability
-
4,783
Total current liabilities
566,556
681,496
Total liabilities
12,880,165
12,965,422
Total equity and liabilities
13,166,607
13,239,864
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 27 April 2026.
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 2025
12
Statement of comprehensive income
Year ended 31 December
2025
2024
Note
€
€
Finance income
10
701,800
701,800
Finance costs
11
(562,500)
(562,500)
Net interest income
139,300
139,300
Administrative expenses
12
(120,838)
(117,400)
Profit before tax
18,462
21,900
Tax expense
14
(6,462)
(7,677)
Profit for the year
–
t
otal comprehensive income
12,000
14,223
The accompanying notes are an integral part of these financial statements.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
13
Statement of changes in equity
Share
c
apital
Accumulated
profits
Total
€
€
€
Balance at 1 January 2024
252,000
8,219
260,219
Comprehensive Income
Profit for the year
-
14,223
14,223
Balance at
31 December 2024
252,000
22,442
274,442
Comprehensive income
Profit for the year
-
12,000
12,000
Balance at
31 December 2025
252,000
34,442
286,442
The accompanying notes are an integral part of these financial statements.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
14
Statement of cash flows
Year ended
31 December
Note
202
5
2024
€
€
Cash flows generated from/ (used in) operating
activities
Cash
used in
operations
15
(123,114)
(164,161)
Interest received
11
701,800
701,800
Interest paid
10
(562,500)
(562,500)
Income tax paid
(12,714)
(10,824)
Net cash generated from/ (used in) operating activities
3,472
(35,685)
Net movement in cash and cash equivalents
3,472
(35,685)
Cash and cash equivalents at beginning of yea
r
1,081
36,766
Cash and cash equivalents at end of year
4,553
1,081
The accompanying notes are an integral part of these financial statements.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
15
Notes to the financial statements
1.
Material accounting policy information
The material 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).
Going concern
G3 Finance p.l.c.’s (the Company) principal activity is to act as a financing company, serving as a
vehicle through which the G3 Group will continue to finance its future projects. In this context, the
Company’s ability to recover the loan issued to its fellow subsidiary is dependent on the performance
of the subsidiary and the G3 Group.
The Group has prepared projections for the coming years, based on historical financial information
and forecasts, but factoring in the improved results of the past year. The directors are monitoring the
effects that the macro-economic and political environments might have. Possible increases in the
price of goods and services is the principal challenge that the Group’s entities will experience in the
next financial year.
At 31 December 2025, the Group’s current liabilities exceeded current assets by €5,931,287 (2024:
€6,242,587). The Group’s shareholders continue to support the Group from a liquidity point of view
to ensure that the Group continues to honour obligations as and when they fall due. Moreover related
parties have committed to refrain from calling in amounts due unless adequate levels of funds are
available to the Group. The management team has prepared financial projections to 2032 using base
case and stressed scenarios and the board is confident that the Group can achieve projected
profitability and liquidity as planned which will enable the Group to continue to honour commitments
as and when they fall due.
Based on the above, the directors have assessed that the Group is expected to have the necessary
funds to finance its operations and commitments towards employees, creditors, banks and
bondholders going forward. Accordingly, the board continues to adopt the going concern basis in
preparing the financial statements and considers that there are no material uncertainties which may
cast significant doubt about the ability of the Company and the Group to continue operating as a
going concern.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
16
1.
Material accounting policy information
- continued
1.1 Basis of preparation
- continued
Standards, interpretations and amendments to published standards effective in 2025
In 2025, the Company has adopted amendments to existing standards that are mandatory for the
Company’s accounting period beginning on 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 impacting financial performance and position.
New standards and interpretations not yet adopted
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 not yet effective for the
Company’s current accounting period.
The Company has not early adopted these revisions to the requirements of IFRSs as adopted by the
EU and the Directors are of the opinion that there are no requirements which will have a material
impact on the Company’s financial statements in the period of initial application, other than what is
described below.
IFRS 18 ‘Presentation and Disclosure in Financial Statements’(effective for annual periods beginning
on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026
and is set to 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 to users. Even though IFRS 18 will not impact the recognition
or measurement of items in the financial statements, its impacts on presentation and disclosure are
expected to be pervasive, particularly those in relation to the statement of financial performance.
IFRS 18 will also require the disclosure of management-defined performance measures within the
financial statements.
Management is currently assessing the implications of applying IFRS 18 on the Company’s financial
statements.
The new standard will be applicable from its mandatory effective date of 1 January 2027, with
retrospective application, meaning that comparative information will be restated to reflect the new
presentation and disclosure requirements introduced.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
17
1.
Material accounting policy information
- continued
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.
(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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
18
1.
Material accounting policy information
- continued
1.4.1 Classification
- continued
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.
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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
19
1.
Material accounting policy information
- continued
1.4.3 Impairment
- continued
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.
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.
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 immediate 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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
20
1.
Material accounting policy information
- continued
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.
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).
If
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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
21
1.
Material accounting policy information
- continued
1.11 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 directly in equity.
In this case, the tax is
also recognised directly in equity.
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.
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.
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.
2.
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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
22
2.
Financial risk management
- continued
2.1 Financial risk factors
– continued
(a) Credit risk
Credit risk primarily arises from loans receivable from G3 Hospitality Limited (Note 4), amounts due
from immediate parent 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.
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 Company’s immediate parent. 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.
20
25
2024
€
€
Financial assets measured at amortised cost
Loans receivable from fellow subsidiary (Note 4)
12,124,472
12,124,472
Trade and other receivables (Note 5)
1,034,193
1,112,392
Cash and cash equivalents (Note 6)
4,553
1,081
13,163,218
13,237,945
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
23
2.
Financial risk management
- continued
2.1 Financial risk factors
– continued
(a) Credit risk
- continued
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 2025, the Company’s directors reviewed the Company’s financial assets in particular the
loans advanced 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 immediate parent and from fellow
subsidiary (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 2025.
(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 following table.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
24
2.
Financial risk management
– continued
2.1 Financial risk factors
– continued
(b) Liquidity risk
- continued
The following table analyses the Company’s financial liabilities into relevant maturity based on the
remaining period as at 31 December 2025 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
a
mount
Contractual
cash flows
Within
one year
and 2
years
Between 2
and 5 years
Over 5
years
€
€
€
€
€
€
31
Decembe
r
202
5
Trade and other
payables
566,556
566,556
566,556
-
-
-
Borrowings
12,313,609
1
6
,
437
,
5
00
562,500
562,500
1,687,500
13,625,000
12,880,165
17,
004
,
056
1,129,056
562,500
1,687,500
13,625,000
31 December
202
4
Trade and other
payables
676,713
676,713
676,713
-
-
-
Borrowings
12,283,926
17,000,000
562,500
562,500
1,687,500
14,187,500
12,960,639
17,676,713
1,239,213
562,500
1,687,500
14,187,500
The loan receivable from fellow subsidiary carries the same term as the borrowings and will be repaid
back to meet the obligations of the borrowings.
2.2 Capital risk management
G3 Finance p.l.c.’s (the Company) principal activity is to act as a financing company, serving as a
vehicle through which the G3 Group will continue to finance its future projects. 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.
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.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
25
2.
Financial risk management
– continued
2.3 Fair values of financial instruments
At 31 December 2025 and 2024 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.
The fair value of the bonds in issue is based on quoted market prices (Level 1 - Note 8). The fair
value of the loan receivable to the fellow subsidiary has been assessed by reference to its contractual
terms and the absence of a significant change in the credit risk of the borrower since origination; on
this basis, the carrying amount is considered a reasonable approximation of fair value (Level 3).
3.
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.
4.
Loans receivable
202
5
2024
€
€
Non
-
current
Loan to fellow subsidiary
12,124,472
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
purpose for these advances was 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,
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% (2024: 5.8%). The loan is unsecured
and repayable by 6 April 2032.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
26
5.
Trade and other receivables
202
5
2024
€
€
Current
Amounts due from immediate parent
251,997
251,997
Amounts due from fellow subsidiary
782,196
860,395
Prepayments and accrued income
1,920
1,919
1,036,113
1,114,311
Amounts due from immediate parent are unsecured, interest-free and repayable on demand.
Amounts due from fellow subsidiary relate to accrued interest income on the loan to fellow subsidiary
as disclosed in Note 4.
The Company’s exposure to credit risk relating to trade and other receivables is disclosed in Note 2.
6.
Cash and cash equivalents
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
2025
2024
€
€
Cash at bank
4,553
1,081
7.
Share capital
2025
2024
€
€
Authorised
252,000 ordinary shares of €1 each
252,000
252,000
Issued
and fully paid up
252,000 ordinary shares of €1 each
252,000
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 2025
27
8.
Borrowings
2025
2024
€
€
Non
-
current
125,000 4.5% bonds of €100 each - 2032
12,313,609
12,283,926
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:
2025
2024
€
€
Original face value of bonds issued
12,500,000
12,500,000
Gross amount of bond issue costs
(296,827)
(296,827)
Accumulated amortisation
110,436
80,753
Unamortised bond issue costs
(186,391)
(216,074)
Amortised cost and closing carrying amount of the bonds
12,313,609
12,283,926
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 2025 for the bonds was €99.5 (2024: €99),
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, to finance future growth in operations and for the general
corporate funding purposes of the G3 Group as the need arises.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
28
9.
Trade and other payables
202
5
2024
€
€
Current
Amounts due to fellow subsidiary
73,477
200,192
Interest accrued on bonds in issue
448,355
447,301
Trade payables
15,281
5,782
Accruals
29,443
23,438
566,556
676,713
Amounts due to fellow subsidiary are unsecured, interest-free and repayable on demand.
The Company’s exposure to liquidity risk related to trade and other payables is disclosed in Note 2.
10.
Finance income
2025
2024
€
€
Interest income on loan advanced to fellow subsidiary
701,800
701,800
11.
Finance costs
2025
2024
€
€
Bond interest expense
562,500
562,500
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
29
12.
Expenses by nature
2025
2024
€
€
Directors’ fees (Note 13)
45,502
43,000
Listing and related compliance costs
38,287
38,637
Legal and professional fees
35,828
34,496
Other expenses
1,22
1
1,267
120,83
8
117,400
Auditor’s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December
2025 and 2024 relate to the following:
2025
202
4
€
€
Annual statutory audit
11,700
11,000
Tax advisory and compliance services
540
260
12,240
11,260
Apart from the services disclosed above, there have been no further non-audit services provided by
the auditor.
13.
Directors’ emoluments
2025
202
4
€
€
Directors’ fees
45,502
43,000
Directors' fees represent the total key management personnel compensation. No post-employment
benefits, other long-term benefits, termination benefits, or share-based payments were provided
during the year
14.
Tax expense
2025
202
4
€
€
Current tax expense
6,462
7,677
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
30
14.
Tax expense
- continued
The tax on the Company’s results before tax differs from the theoretical amount that would arise
using the basic tax rate as follows:
2025
202
4
€
€
Profit
before tax
18,462
21,900
Tax on profit at 35%
6,462
7,665
Tax effect of:
Expenses not allowable for
tax
purposes
-
12
Tax expense
6,462
7,677
15.
Cash used in operations
Reconciliation of profit before tax to cash used in operations:
202
5
2024
€
€
Profit before tax
18,462
21,900
Adjustments for:
Amortisation of bond issue costs
29,683
29,683
Finance income
(
701,800
)
(701,800)
Finance costs
562,500
562,500
Changes in working capital:
Trade and other receivables
78,198
(139,280)
Trade and other payables
(110,157)
62,836
Cash
used in
operations
(123,114)
(164,161)
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, MLH 2014, Malta.
The immediate 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, MLH 2014, Malta.
G3 FINANCE p.l.c.
Annual Report and Financial Statements - 31 December 2025
31
17.
Statutory information
– continued
As from 7 October 2025, the Company’s ultimate parent was G3 Living Limited, a company registered
in Malta, with its registered address at ‘The Pergola’, Adenau Street, Mellieha, MLH 2014, Malta.
As from 3 December 2025, the Company’s ultimate parent is G3 Essence Limited, a company
registered in Malta, with its registered address at ‘The Pergola’, Adenau Street, Mellieha, MLH 2014,
Malta.
The ultimate beneficial owner of G3 Essence Limited is Mr. John Grima.
