VDHG_20241231_IND_AFR_391200IXSTHAHKXMJL91

VON DER HEYDEN

GROUP FINANCE P.L.C.

ANNUAL REPORT

& FINANCIAL STATEMENTS

31 December 2024

Company registration number: C 77266 | 14 East, Level 8, Sliema Road, Gzira GZR1639, Malta

CONTENTS

Page

General information 2

Directors’ report 3

Statement of compliance with the

principles of good corporate governance 8

Financial statements

 Statement of financial position 13

 Statement of profit or loss and

other comprehensive income 14

 Statement of changes in equity 15

 Statement of cash flows 16

 Notes to the financial statements 17

Independent auditor’s report 30

2 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

GENERAL INFORMATION

REGISTRATION

Von der Heyden Group Finance

.l.c. is registered in Malta as a

public limited

liability company under the Companies Act (Cap. 386, Laws of Malta). The

Company’s registration number is C 77266.

DIRECTORS

Mr. Antonio Fenech (Chairman)

Mr. Javier Errejon Sainz de la Maza

Mr. Joseph M. Muscat

Mr. Jozef B. Borowski

Dr. Karen Coppini

COMPANY

SECRETARY

Dr Nicholas Formosa

REGISTERED

OFFICE

14 East, Level 8

Sliema Road

Gzira GZR1639

Malta

AUDITORS

Ernst & Young Malta Limited

Regional Business Centre

Achille Ferris Street

Msida MSD1751

Malta

3 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

DIRECTORS’ REPORT

The directors of the Company hereby present their report and the financial statements for the financial year

ended on 31 December 2024.

COMPANY INCORPORATION

The Company was incorporated on 15 September 2016 as a public limited liability company, registered in

terms of the Companies Act (Cap. 386) with company registration number C 77266. It is domiciled in Malta

with registered office at 14 East, Level 8, Sliema Road, Gzira, GZR 1639, Malta.

PRINCIPAL ACTIVITY

The Company has been established to act as a finance company through which the Von der Heyden Group,

which the Company is a part of, will continue to finance its projects.

The Von der Heyden Group is principally involved in real estate investments, property management,

development and leasing, hospitality and tourism operations and hotel management across Europe

including Poland, Germany, Malta and Spain.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is dependent on the business prospects of the Von der Heyden Group, and consequently, the

operating results of the Group have a direct effect on the Company’s financial position and performance,

including the ability of the Company to meet the obligations arising on the debt securities in issue.

The Company’s assets consist principally of the amounts on-lent to the parent company and group

undertakings and the accrued interest thereon. Therefore, the ability of these companies to affect timely

payments to the Company of such loans and receivables will depend on their respective earnings

performance and cash flows.

The parent company, TIMAN Investments Holdings Limited, has provided a corporate guarantee in favour of

the bondholders to affect the due and punctual performance of all payment obligations undertaken by the

Company under the Bonds should the Company fail to do so. Also, the parent company has provided a

corporate guarantee in favour of the Company to affect the due and punctual performance of all the payment

obligations undertaken by the related party borrowers under the Company’s loans if the said borrowers fail

to do so.

RESULTS AND DIVIDENDS

The results for the year are set out in the statement of profit or loss and other comprehensive income on page

14. The directors do not recommend the payment of a dividend.

DIRECTORS’ REPORT

4 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

REVIEW OF THE BUSINESS

During the year, the Company’s total assets increased to €40,565,661 in 2024 from €40,273,229 in 2023.

Non-current assets, primarily loans receivable, increased by €249,375 from €36,747,204 in 2023 to €36,996,579

in 2024 reflecting the additional loan of €170,000 provided to the parent company and the assignment of

€79,375 accrued interest receivable from a related company to the parent company.

Current assets increased from €3,526,025 to €3,569,082 reflecting the increase in cash and cash equivalents

(€188,308 in 2024 vs. €175,113 in 2023) and in loans and other receivables (€3,380,774 in 2024 vs. €3,350,912 in

2023).

Total Liabilities also increased to €39,920,899 in 2024 from €39,709,035 in 2023 driven by the €112,658 increase

in non-current debt securities in issue resulting from the amortisation of bond issue costs and €99,206

increase in current liabilities, mainly trade and other payables.

Total equity increased to €644,762 from €564,194 in 2023 reflecting the €80,568 profit for the year. Finance

income in the year increased to €2,631,886 from €2,316,030 in 2023. This is mainly due to the interest income

earned on the loans to the parent company and a group undertaking drawn in September 2023 which have

generated a full year of interest in the current year. The weighted average interest rate in the year is 6.8% per

annum (2023: 6.8%).

Finance costs in the year increased to €2,242,795 from €1,925,548 in 2023 mainly on account of the interest

incurred on the €5 Million Private Notes issued in September 2023 where full year interest was incurred in

2024.

Net finance income in 2024 of €389,091 is relatively constant year on year (2023: €390,482).

The profit before tax in the year amounted to €54,082, a decrease from last year's €124,258. primarily on

account of the higher management fees and rent expense which contributed to administrative expenses

increasing to €335,009 from €266,224 in 2023.

The profit after tax in the year amounted to €80,568 compared to €162,478 in 2023 as the Company has

availed itself of Group tax relief and the absorption of unutilised tax losses brought forward, resulting in

income tax credits of €26,486 and €38,220 in 2024 and 2023 respectively.

FINANCIAL RISK MANAGEMENT

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

interest rate risk and fair values. Refer to note 19 in the financial statements.

RELATED PARTY TRANSACTIONS

During the financial year ended 31 December 2024 there have been no material related party transactions

which have not been concluded under normal market conditions.

To the best of our knowledge, the financial statements, prepared in accordance with the applicable

accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of

the Company.

DIRECTORS’ REPORT

5 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

DIRECTORS

The directors who held office during the year were:

Mr. Antonio Fenech (Chairman)

Mr. Javier Errejon Sainz de la Maza

Mr. Joseph M. Muscat

Mr. Jozef B. Borowski

Dr. Karen Coppini

In accordance with the Company’s Articles of Association, all directors retire from office at least in each three

years but shall be eligible for re-election.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES PURSUANT TO CAPITAL MARKET RULE 5.68

The Companies Act (Cap. 386, Laws of Malta) requires the directors to prepare financial statements in

accordance with generally accepted accounting principles as defined in the same Act, and in accordance

with the provision of such Act, for each financial period which give a true and fair view of the financial position

of the Company as at the end of the financial period and of the profit or loss for that period. In preparing the

financial statements, the directors are required to:

 adopt the going concern basis unless it is inappropriate to presume that the Company will continue

in the business;

 select suitable accounting policies and apply them consistently;

 make judgements and estimates that are reasonable and prudent;

 account for income and charges relating to the accounting period on the accrual basis;

 value separately the components of asset and liability items; and

 report comparative figures corresponding to those of the preceding accounting period.

The directors are also responsible for keeping proper accounting records which disclose with reasonable

accuracy at any time the financial position of the Company and to enable them to ensure that the financial

statements comply with the Companies Act (Cap. 386, Laws of Malta). This responsibility includes designing,

implementing and maintaining such internal control as the directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

In view of the above information, we declare that to the best of our knowledge:

 the financial statements were prepared in accordance with International Financial Reporting

Standards as adopted by the EU,

 the financial statements give a true and fair view of the assets, liabilities, financial position and profit

or loss of the Company, and

 this report includes a fair review of the performance of the business and the position of the Company,

together with a description of the principal risks and uncertainties that it faces.

DIRECTORS’ REPORT

6 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

GOING CONCERN STATEMENT PURSUANT TO CAPITAL MARKET RULE 5.62

The ability of the Company to meet its obligations, both in terms of servicing its debts and ultimately repaying

the bondholders and private noteholders on the redemption date is dependent on the ability of the Company

to collect amounts due from the parent company and group undertakings (note 11 and 12) and/or the ability

of the Parent Company to perform its obligations under the corporate guarantee. Accordingly, the directors

assess the going concern of the Company by reference to the going concern assessment of the Group, in

which the Company is a part of.

The following paragraphs reflect the Group’s going concern assessment of TIMAN Investments Holdings

Limited.

In the year ended 31 December 2024, the Group recorded a €3.1 million loss, slightly higher from last year’s

€3.0 million loss for the year. Whilst the restructuring of the operations in the Accommodation and Catering

sector are well underway, having exited from the 3-star segment, the operating results of the Hotel within the

remaining portfolio continue to improve.

The real estate development segment faced several challenges due to delays in completing two major

projects, AND2 and Villa Diodati. Despite these challenges the real estate segment delivered a net fair value

gain of €1.1 million in 2024 (after provision of deferred tax). Works on the Villa Diodati project in Tuscany, Italy

has continued to advance towards targeted completion. As of 31 December 2024, the property is valued at

€13.2 million based on an 85% completion rate, which is an increase from the previous year’s valuation of €10.9

million based on a 70% completion rate.

The 26-story AND2 Tower in Poznan, Poland, has completed its shell and core construction. In 2023, the

Group's appointed valuer assessed the property at €61 million, reflecting it’s carrying value. Ongoing

development costs, foreign exchange gains and favourable economic conditions led to a higher valuation of

€70.4 million as of 31 December 2024.

After having already secured a senior lending facility for €55 million in 2023, and subsequently securing a

mezzanine facility of €17 million in 2024, changes in the senior lending facilities consortium required further

multi-party renegotiations extending into 2025 slowing down the project as the Group could not draw down

on the financing secured to execute the final phase of the project, including the mechanical and engineering

works that were targeted to be completed by September 2025.

As of 31 December 2024, the core investment property portfolio and its property, plant, and equipment in the

aggregate, account for 75% (2023: 67%) of the Group’s total assets. The Group’s total assets stood at €154.2

million (2023: €155.9 million), including a cash balance of €5.9 million (2023: €6.5 million). The total

shareholders’ equity position stood at €29.4 million (2023: €32.6 million).

LIQUIDITY

As of year-end, the Group reports total current liabilities of €40.9 million while total current assets are stated

at €13.6 million, resulting to a net current liability position of €27.2 million. The Group’s current liabilities

include the AND2 contractor financing amounting to €28.2 million (note 23 to the Group’s consolidated

financial statements) and a bank loan of €3.8 million which was renewed in 2024 for five years (note 23 to the

Group’s consolidated financial statements) but is classified as current due to a minor covenant breach. These

two liabilities make up €32.0 million of the total current liabilities and with the ongoing negotiations to

refinance the contractor financing and the efforts underway to resolve a minor bank loan covenant breach,

the directors of the Group do not foresee a demand for repayment of these two liabilities prior to

management’s actions.

The end-project financing for the AND2 is currently at its conclusion stage. After having already secured a

senior lending facility for €55 million, due to subsequent securing of a mezzanine facility of €17 million and

changes in the senior lending facilities consortium, including the more recent introduction of a major bank

to the consortium, multi-party re-negotiations extended to this year addressing the settlement of the project

finance provided by the turnkey contractor to date amounting to €28.2 million and providing the necessary

financing to bring the project to a revised completion date of Q3 2026. The AND2 tower on 31 December 2024

was valued at €70.4 million (2023: €61.0 million).

DIRECTORS’ REPORT

7 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

With the negotiations concluded and the term sheet issued by the bank consortium on 29 April 2025, the

execution of the tripartite loan agreement is expected in the coming months, leading to the fulfilment of the

conditions precedent to release the €17 million mezzanine facility provided by a Polish financial institution,

as well as the execution of the conditions leading to the release of the €55 million senior lenders’ facility to be

provided by the project’s bankers. The mezzanine financing agreement has been signed.

The mezzanine facility and the senior bankers’ facility will be principally deployed to settle the amounts due

to the contractor up to the end of Phase 2 and to finance the subsequent mechanical and engineering works

in the final Phase 3 expected to be completed in Q3 2026.

The senior lenders’ facility is subject to a number of conditions preceding drawdown, including that of the

attainment of the predetermined level of pre-leases of the gross lettable area, that are market standard for a

commercial real estate development project of this scale. The Group is progressing well with extensive

discussions with several prospective tenants which portends positively in meeting the pre-lease conditions

for the first drawdown at the end of phase 2 of the AND2 project not later than March 2026.

The Group is also expected to raise a further €4.5 million three-year note through a private placement, to

refinance the €1.5 million private notes repayable later this year, support the Group’s investment strategy in

the Urbelia Petrol Station Operations refinancing and expansion, provide for the co-financing portion on the

acquisition of the Cugó Gran Macina by a related company of the Group and other working capital

requirements.

The above liquidity factors constitute a material uncertainty that may cast significant doubt on the Group’s

ability to continue as a going concern. Notwithstanding, the directors of the Group confirm, based on the

advanced discussions with the parties involved in the AND2 project, the signed loan agreement that will

release the agreed €17 million mezzanine funding and the advanced negotiations for the additional private

placement, that it is reasonable to expect that the Group will meet its ongoing obligations and can secure

this additional financing imminently.

Moreover, the Group anticipates the realisation of certain additional assets including the Villa Diodati, a 16th-

century villa in Lucca, Italy, that is now close to a saleable state of completion and is expected to be sold this

year, the complex in Mahon that includes a restaurant and property in the main street of Olbia, Sardinia for

the aggregate value of around €20 million.

The Lublin Hotel's €3.8 million banking facility, which was up for renewal in June 2024, has been extended for

a further five years. This loan is being presented within current liabilities as repayable on demand as a result

of the minor covenant breach to which the bank has issued a waiver subsequent to year-end.

CONCLUSION

Accordingly, after due consideration and extensive review of the Group’s cashflow projections for the

forthcoming twelve months, including the material uncertainties and mitigating factors mentioned above,

as of the date of approving these accounts, the directors consider that the Group will be able to secure

adequate resources to continue operating for the foreseeable future and therefore the Company’s financial

statements have been prepared on a going concern basis.

EVENTS AFTER THE REPORTING PERIOD

There were no events after the end of the reporting period which require mention in this report.

AUDITORS

Ernst & Young Malta Limited, Certified Public Accountants, have expressed their willingness to continue in

office and a resolution for their reappointment will be proposed at the Annual General Meeting.

Signed on behalf of the Company’s Board of Directors on 30 April 2025 by Antonio Fenech and Joseph M.

Muscat as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with

the Annual Financial Report 2024.

8 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

STATEMENT OF COMPLIANCE

WITH THE PRINCIPLES OF

GOOD CORPORATE

GOVERNANCE

The Company is committed to observing the principles of transparency, compliance and proper corporate

governance. On 4 November 2016, the Board of Directors of the Company in office at the time adopted a Code

of Principles of Good Corporate Governance based on Appendix 5.1 and as referred to in Rules 5.94-5.97 of

Chapter 5 of the Maltese Capital Market Rules (CMR) issued by the Malta Financial Services Authority (MFSA).

This Code was endorsed by the Board in office on 12 January 2017. Subsequent to the changes in the Board

composition, the code of principles of Good Corporate Governance was endorsed in August 2020, in May 2022

and in July 2023. The Code is regularly discussed, and compliance thereto is verified during the Company's

board meetings. The original signed Corporate Governance Code is available for inspection by the public at

the registered office of the Company.

The Board of Directors hereby report on the compliance by the Company with the Code in line with CMRs

5.55.3 and CMR 5.97 for the financial period ending 31 December 2024.

In terms of CMR 5.101. the Company is exempt from the requirement to disclose information prescribed by

CMRs 5.97.1 to 5.97.3, 5.97.6 and 5.97.8.

COMPOSITION OF THE BOARD – CMR 5.97.7

The Board is composed of persons considered fit and proper to direct the business of the Company. All the

directors, individually and collectively, are considered to have the appropriate skills, diversity of knowledge

and experience to conduct themselves with honesty, competence and integrity.

In accordance with art. 2 of the Corporate Governance Code, Mr. Antonio Fenech has been appointed as

Chairman of the Company. Mr Javier Errejon Sainz de la Maza as Managing Director of the Group also sits on

the Board. 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 to take sound decisions and effectively monitor

the performance of the Company. The Chairman encourages active engagement by all members of the

Board for discussion of all issues raised during Board meetings.

Given the nature of the Company’s operations, specifically as a finance vehicle set up for the Group’s

requirements, no Chief Executive Officer has been appointed. The Group Head of Finance, Mr. Abdel Al-Rashid

Taola, is invited to attend every meeting of the Board to report on the financial performance of the Company

and of the Group, present the management and annual reports thereof and report on the progress of the

external audit thereon. Annually, the Board also invites the Founder and Ultimate Beneficial Owner, Sven Von

der Heyden, to discuss the Company and Group’s strategy and performance.

In terms of the Company’s memorandum and articles of association, the affairs of the Company shall be

managed and administered by a Board of Directors to be composed of not less than two (2) and not more

than five (5) directors. Each director shall have one (1) vote and in the event of an equality of votes the

Chairman shall have no additional or casting vote. The directors shall be appointed by means of an ordinary

resolution of the shareholders of the Company in the general meeting. An election of directors shall take place

every year at the Company’s Annual General Meeting. All directors shall retire form office once at least in each

three (3) years but shall be eligible for re-election.

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE GOVERNANCE

9 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

During the last Annual General Meeting of the Company held on the 29 July 2024, the Company’s

shareholders resolved to re-appoint the (then) current directors up to the next Annual General Meeting in

according with the Company’s Articles of Association.

In accordance with art. 3 of the Corporate Governance Code, the Board of Directors of the Company is further

made up of the following non-executive directors:

 Mr. Joseph M. Muscat (Independent Director)

 Mr. Jozef B. Borowski

 Dr. Karen Coppini (Independent Director)

As at the date of this report, the Board consists of two (2) Executive Directors entrusted with the Company’s

day-to-day management and three (3) non-executive directors, two of whom are also independent of the

Company. The Board, taking due note of CMR 5.119, considers the independent non-executive directors

independent of management and free from any 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. Mr. Jozef. B. Borowski is considered not to be independent in view of the business

relationship he holds with the Group (Company Announcement VDHGF 46-2020). The Board considers that

the business relationship which exists is not significant as to undermine the said director’s ability to consider

appropriately the issues which are brought before the Board and exercise independent judgement which

can hinder his objectivity. The Board is considered to have a balance of knowledge, experience to examine

the performance, strategy and governance of the Company.

COMPOSITION OF AUDIT COMMITTEE – CMR 5.97.7

In accordance with art. 4 of the Corporate Governance Code, the Board of Directors of the Company has, in

addition to setting the Company’s strategy, policies and objectives, established an Audit Committee in line

with the requirements of the CMRs. The purpose of the Audit Committee is that of assisting the Board in

fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the

audit process and the process for monitoring compliance with applicable laws and regulations. The following

directors sit on the Audit Committee:

 Mr. Joseph M. Muscat (Independent Director and Chairman of Audit Committee)

 Mr. Jozef B. Borowski

 Dr. Karen Coppini (Independent Director)

The Audit Committee’s Terms of Reference, adopted on 12 January 2017 and updated on 5 September 2022,

are intended to set out the powers and responsibilities of the Audit Committee. The Audit Committee is a

sub-committee of the Board constituted to fulfil an oversight role in connection with the quality and integrity

of the Company's financial statements and consists of the Company's non-executive directors, in accordance

with art. 3 of the Corporate Governance Code. In performing its duties, the Audit Committee is to maintain

effective working relationships with the Board of Directors, management and the external auditors of the

Company.

The Audit Committee considers the arm’s length nature of related party transactions that the Company

carries out, given the role and position of the Company within the Von der Heyden Group, specifically its status

of a special purpose vehicle set up to act as a financing company solely for the needs of the Von der Heyden

Group.

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE GOVERNANCE

10 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO

FINANCIAL REPORTING PROCESS – CMR 5.97.4

The Audit Committee is designed to assist the Board in its oversight of matters relating to the Company’s and

the Group’s financial reporting and internal controls. In line with its Terms of Reference, the Audit Committee

is required to ensure that the control assurance processes implemented by management are complete and

effective. In this regard, the Audit Committee is required to monitor the effectiveness of the internal quality

control and risk management systems and establish internal procedures which shall be monitored on a

regular basis.

As the Group Head of Finance of the Von der Heyden Group, Mr. Abdel Al-Rashid Taola is also invited to the

Audit Committee meetings to ensure proper oversight on the quality and integrity of the Company’s financial

reporting. The Company’s financial reporting has been prepared by the Malta-based finance team of the Von

der Heyden Group based in Malta and the Company’s executive directors. Thereafter the annual audit of the

Company’s financial statements has been performed by Ernst & Young Malta.

The Audit Committee annually holds a governance meeting to evaluate its corporate strategy and policy

development. The Group Head of Legal and Group Director of Human Resources are invited to present

updates on the Group’s policies and procedures, legal and compliance obligations, internal controls and

employee satisfaction. Ms. Anuschka Von der Heyden, the Group’s Head of Sustainability, is also invited to the

Audit Committee to report on the actions and strategy being adopted to ensure proper and sustainable

practices are implemented and reported upon. Additionally, to ensure proper oversight on the quality and

integrity of the Company’s financial information and to continuously assess and monitor the Company’s

present and future operations, opportunities, threats and risks, the IT Manager and Head of Operations of the

Group annually report to the Audit Committee on IT risk management reviews being carried out, cyber

security preparedness and training together with oversight of external service providers. The Audit

Committee also regularly invites the project managers and leasing representatives engaged on the main

ongoing investment property projects to report on the progress in development and the marketing of the

properties that could have an impact on the ability of the Parent Company to perform its obligations under

the corporate guarantee.

CONDUCT OF GENERAL MEETING – CMR 5.97.6

In terms of CMR 5.97.6, the audited and approved financial statements will be presented to the Company’s

shareholders by the Board of Directors of the Company for its formal adoption in the Annual General Meeting

of Shareholders in which TIMAN Investments Holdings Limited has the sole voting power as holder of all

249,999 issued and outstanding ordinary ‘A’ shares.

CORPORATE GOVERNANCE PRACTICES – CMR 5.97.2

In accordance with art. 5 of the Corporate Governance Code, the Board of Directors of the Company has

formally met during the year 2024 on seven occasions. The Audit Committee met on nine occasions during

the year 2024. All members were present for such meetings.

In accordance with art. 6 of the Corporate Governance Code, the Directors, especially non-executive Directors,

have access to independent professional advice at the Company’s expense where they judge it necessary to

discharge their responsibilities as directors. All directors have access to the advice and services of the

company secretary who is responsible to the board for ensuring that board procedures are complied with.

DEPARTURE FROM THE CORPORATE GOVERNANCE CODE – CMR 5.97.3

The Company, due to its continuous oversight and communication with its shareholders, has not established

a committee to carry out a performance evaluation of its role in accordance with art. 7 of the Corporate

Governance Code.

The Company, due to its limited operational function within the Von der Heyden Group, has not established

a nomination or remuneration committee in accordance with art. 8 of the Corporate Governance Code. No

part of the remuneration paid to the directors is performance based. The directors receive a fixed monthly

remuneration and as directors of the Company are not entitled to profit-sharing, share options or pension

benefits.

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE GOVERNANCE

11 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

RELATIONS WITH SHAREHOLDERS, THE MARKET AND INSTITUTIONAL SHAREHOLDERS

At the Company’s Annual General Meeting (‘AGM’) the Board ensures that information is communicated to

the shareholders in a transparent and accountable manner. The ordinary business at the AGM is to consider

the accounts, balance sheets and reports of the directors and auditors and the appointment of and fixing of

the remuneration of the auditors in line with the Articles of Association of the Company. The Chairman

ensures that all directors of the Board, including the Chairman of the Audit Committee, is available at the

AGM in order to answer to any questions.

The Board recognises the importance of providing the market with regular, timely, accurate, comprehensive

and comparable information. In accordance with art. 9 of the Corporate Governance Code, the Company

regularly issues Company Announcements in order to formally comply with the CMR as well as to inform the

market about business updates of the Von der Heyden Group.

The Company is privately held and has no institutional shareholders, therefore art. 10 of the Corporate

Governance Code does not momentarily apply to the Company.

CONFLICTS OF INTEREST

The directors are strongly aware of their responsibility to act at all times in the interest of the Company as a

whole, and of their obligation to avoid conflicts of interest, irrespective of whoever appointed them to the

Board. In accordance with art. 11 of the Corporate Governance Code, should an actual or potential conflict

arise during the tenure of a directorship, the director must disclose and record the conflict in full and in time

to the board and shall not participate in any discussion concerning matters in which he has a conflict of

interest unless the Board finds no objection to the presence of such director. The directors conclude that no

actual or potential conflicts of interest have occurred in the reporting period. Should this nevertheless be the

case, any director who would have a conflict of interest on a matter put for discussion and vote, shall refrain

from voting on the subject matter.

CORPORATE SOCIAL RESPONSIBILITY

Based on the parameters set out in Article 3 of the Accounting Directive, the Company falls within the

category of ‘micro undertaking’ whilst the Group falls within the category of ‘small undertaking’. According

to Corporate Sustainability Reporting Directive (‘CSRD’) and Article 8 Taxonomy Regulation the Group was

subject to mandatory reporting obligations starting from the financial year commencing 1 January 2026 for

which the first financial statements will be published in 2027. With the subsequent adoption of the package

of proposals for simplification of EU rules by the European Commission on the 26 February 2025 (known as

the ‘first simplification Omnibus package’), presently neither the Company nor the Group is subject to any

mandatory sustainability reporting obligations under the CSRD and Article 8 of the Taxonomy Regulation.

Since the implementation of an Environment, Social and Governance (ESG) data collection software in 2023,

the Group has become more conscious of its environmental and social impact. This data has assisted with

the development of action plans for the Group to meet sustainability goals. In fact, the Von der Heyden Group

voluntarily published two ESG reports for the years 2022 and 2023. Later this year, the Group will publish the

ESG report for 2024.

The Company and the Von der Heyden Group adhere to accepted principles of corporate social responsibility

(CSR) as well as business and ethical standards and carries out various CSR initiatives in the communities in

which the Group operates. The Group continues to actively support and donate to humanitarian,

environmental and wildlife conservation organisations and as well as participate in humanitarian,

environmental, and wildlife conservation activities..

FINANCIAL

STATEMENTS

13 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER

2024

2023

Notes €

€

ASSETS

Non-current assets

Loans and other receivables 11 36,996,579

36,747,204

Current assets

Loans and other receivables 12 3,380,774

3,350,912

Cash and cash equivalents 17 188,308

175,113

Total current assets 3,569,082

3,526,025

TOTAL ASSETS 40,565,661

40,273,229

EQUITY AND LIABILITIES

Equity

Share capital 13 250,000

250,000

Retained earnings 394,762

314,194

TOTAL EQUITY 644,762

564,194

Non-current liabilities

Debt securities in issue 15 39,404,907

39,292,249

Current liabilities

Debt securities in issue 15 232,525

231,959

Trade and other payables 16 283,467

158,341

Income tax payable -

26,486

Total current liabilities 515,992

416,786

TOTAL LIABILITIES 39,920,899

39,709,035

TOTAL EQUITY AND LIABILITIES 40,565,661

40,273,229

The notes on pages 17 to 29 are integral part of these financial statements.

The financial statements on pages 13 to 29 have been authorized for issue by the Board of Directors on

30 April 2025 and were signed on its behalf by Antonio Fenech and Joseph M. Muscat as per Directors’

Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report 2024.

14 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER

202

Notes

€

Finance income 7 2,631,886

2,316,030

Finance costs 8 (2,242,795)

(1,925,548)

Net finance income 389,091

390,482

Administrative expenses 6 (335,009)

(266,224)

Profit before tax 54,082

124,258

Taxation 9 26,486

38,220

Profit for the year 80,568

162,478

Other comprehensive income -

Total comprehensive income

for the financial year, net of tax 80,568

162,478

Basic earnings per share 14 0.32

0.65

The notes on pages 17 to 29 are integral part of these financial statements.

15 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER

Retained

Total

capital

earnings

equity

€

Financial year ended 31 December 2023

Balance as at 1 January 2023 250,000

151,716

401,716

Total comprehensive income for the year:

- Profit for the financial year -

162,478

- Other comprehensive income -

162,478

Balance as at 31 December 2023 250,000

314,194

564,194

Financial year ended 31 December 2024

Balance as at 1 January 2024 250,000

314,194

564,194

Total comprehensive income for the year:

- Profit for the financial year

80,568

- Other comprehensive income

80,568

Balance as at 31 December 2024 250,000

394,762

644,762

The notes on pages 17 to 29 are integral part of these financial statements.

16 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER

2024

2023

Notes €

€

Cash flow from operating activities

Profit before tax 54,082

124,258

Adjustments

for

Amortisation of bond issue costs 112,658

74,825

Operating profit before working capital movements 166,740

199,083

Increase in loans and other receivables (109,237) (1,476,281)

Decrease in trade and other payables 129,732

(67,657)

Net cash flows from / (used) in operating activities 187,235

(1,344,855)

Cash flows from investing activities

Loans to the parent company 11 (170,000) (1,880,000)

Loan to a group company -

(3,500,000)

Net cash flows used in investing activities (170,000) (5,380,000)

Cash flows from financing Activities

Proceeds from new issuance of debt securities -

4,837,288

Repayment of debt securities in issue (4,040) (63,630)

Net cash flows (used in) / from financing Activities (4,040) 4,773,658

Net movement in cash and cash equivalents 13,195

(1,951,197)

Cash and cash equivalents at beginning of year 175,113

2,126,310

Cash and cash equivalents at end of year 17 188,308

175,113

Additional information on operational cash flows from interest

Interest received 2,525,426

671,972

Interest paid 15 (2,127,417) (1,738,799)

The notes on pages 17 to 29 are integral part of these financial statements.

17 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Von der Heyden Group Finance p.l.c. is a public limited liability company and is incorporated in Malta.

Von der Heyden Group Finance p.l.c. is a subsidiary of TIMAN Investments Holdings Limited, a company

registered in Malta, with its registered address at 14 East, Level 8, Sliema Road, Gzira GZR 1639, Malta. TIMAN

Investments Holdings Limited owns 100% of the voting capital of the Company.

The ultimate parent company is Von der Heyden Group Holding B.V., a company registered in Curacao, with

its registered address at Landhuis Groot Kwartier, Groot Kwartierweg 12, Curacao.

The ultimate controlling party of Von der Heyden Group Holding B.V. is Mr. Sven von der Heyden.

2. BASIS OF PREPARATION

The financial statements have been prepared in accordance with the requirements of International Financial

Reporting Standards as adopted by the European Union (EU-IFRS) and the requirements of the Companies

Act (Cap. 386) enacted in Malta.

The preparation of financial statements in conformity with EU-IFRS 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.

These financial statements are presented in Euro (€) which is the Company’s functional currency. The

accounting policies set out below have been applied consistently to all periods presented in these financial

statements. These financial statements have been prepared on the historical basis. Historical cost is generally

based on the fair value of the consideration given in exchange for goods and services.

New standards, interpretations and amendments to standards effective and applied in the current year

The following amendments to published and adopted standards took effect in the current year:

 Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or

Non-current (effective for financial years beginning on or after 1 January 2024)

 Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (effective for financial years

beginning on or after 1 January 2024)

 Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier

Finance Arrangements (effective for financial years beginning on or after 1 January 2024)

These amendments did not have an impact on these financial statements.

New standards, interpretations, and amendments to standards adopted by the European Union but not

yet effective in the current year

Up to the date of approval of these financial statements, the following amendments to existing standards

have been published but are not yet effective for the current reporting year and which the Company has not

adopted early but plans to adopt upon their effective date.

 Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

(effective for financial years beginning on or after 1 January 2025)

None of these new standards or amendments is expected to have an impact on the financial position or

performance of the Company.

NOTES TO THE FINANCIAL STATEMENTS

18 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

2. BASIS OF PREPARATION – continued

New standards, interpretations and amendments to adopted standards that are not yet effective nor

adopted by the European Union

The following new standards and amendments to adopted standards have been published by the

International Accounting Standards Board (IASB) but are not yet effective in the current year and have not

yet been adopted in the European Union:

 Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS

9 and IFRS 7) (effective for financial years beginning on or after 1 January 2026)

 Annual Improvements Volume 11 (effective for financial years beginning on or after 1 January 2026)

 Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (effective for

financial years beginning on or after 1 January 2026)

 IFRS 18 Presentation and Disclosure in Financial Statements (effective for financial years beginning on

or after 1 January 2027)

 IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for financial years beginning

on or after 1 January 2027)

With the exception of IFRS 18, none of the other mentioned amendments and standards are expected to have

an impact on the financial position or performance of the Company. Management is yet to finalise its impact

assessment on the Company.

3. MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in the preparation of these financial statements are set out below.

These policies have been consistently applied in the financial statements presented, unless otherwise stated.

3.1 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability

or equity instrument of another entity.

FINANCIAL ASSETS

Loans receivables

Loans receivables are initially recognised at fair value plus any directly attributable transaction costs and are

subsequently classified and measured at amortised cost. Loans receivables are financial assets held within a

business model with the objective to hold financial assets in order to collect contractual cash flows and the

contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Loans receivables are subsequently measured at amortised cost using the effective interest (EIR) method and

are subject to impairment. The EIR is the rate that exactly discounts estimated future cash receipts through

the expected life of the financial asset or liability or, when appropriate, a shorter period, to the gross carrying

amount of the financial asset. The EIR (and therefore, the amortised cost of the financial asset) is calculated

by taking into account transaction costs and any discount or premium on the acquisition of the financial

asset, as well as fees and costs that are an integral part of the EIR.

Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Loans receivables are derecognised when:

 The rights to receive cash flows from the asset have expired, or

 The Company has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-

through’ arrangement; and either (a) the Company has transferred substantially all the risks and

rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks

and rewards of the asset, but has transferred control of the asset.

NOTES TO THE FINANCIAL STATEMENTS

19 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

3. MATERIAL ACCOUNTING POLICIES – continued

3.1 FINANCIAL INSTRUMENTS – continued

FINANCIAL ASSETS – continued

Loans receivables – continued

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-

through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.

When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor

transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its

continuing involvement.

Cash and cash equivalents

Cash in hand and at banks and short-term deposits which are held to maturity are carried at cost.

Cash and cash equivalents are defined as cash in hand, demand deposits and short term, highly liquid

investments readily convertible to known amounts of cash and subject to insignificant risk of changes in

value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash in hand and deposits

at banks, net of outstanding overdrafts.

Impairment of financial assets

The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at

fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in

accordance with the contract and all the cash flows that the Company expects to receive, discounted at an

approximation of the original effective interest rate. The expected cash flows will include cash flows from the

sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in

credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are

possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a

significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected

over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

The 12-month ECL is calculated by multiplying the 12-month Probability of Default (PD), Loss Given Default

(LGD) and Exposure at Default (EAD). Lifetime ECL is calculated on a similar basis for the residual life of the

exposure.

FINANCIAL LIABILITIES

Debt securities in issue

Debt securities in issue are recognised initially at fair value, net of directly attributable transaction costs.

Debt securities in issue are subsequently measured at amortised cost using the EIR method. Gains and losses

are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation

process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees

or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement

of profit or loss.

Debt securities in issue are derecognised when the obligation under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced by another from the same lender on substantially

different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as the derecognition of the original liability and the recognition of a new liability. The

difference in the respective carrying amounts is recognised in the statement of profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

20 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

3. MATERIAL ACCOUNTING POLICIES – continued

3.2 Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are

recognised as a deduction from equity.

3.3 Tax

Deferred tax is recognised using the balance sheet liability method, providing for temporary differences

between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used

for taxation purposes.

3.4 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 considers the Company to constitute one reportable segment in view

of its activities.

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

In preparing the financial statements, the directors are required to make judgements, estimates and

assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and

liabilities. Use of available information and application of judgement are inherent in the formation of

estimates. Actual results in the future could differ from such estimates and the differences may be material

to the financial statements. These estimates are reviewed on a regular basis and, if a change is needed, it is

accounted for in the year the changes are known.

Except for the below, in the opinion of the directors, the accounting estimates, assumptions 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 significant in terms of the requirements of IAS 1 (revised) –

Presentation of financial statements.

PROVISION FOR EXPECTED CREDIT LOSSES OF FINANCIAL ASSETS

The Company assesses the credit risk of financial instruments within the scope of impairment for significant

increase since initial recognition at the reporting date. If there is a significant increase in credit risk, lifetime

ECL is recognised. The principle of significant deterioration in credit risk is achieved by performing an

assessment to compare the risk of default occurring at the reporting date with the risk of default occurring

at the date of initial recognition, by reference to an analysis of the financial performance and position of

related party borrowers. The assessment of ECLs is a significant estimate since the amount thereof is sensitive

to changes in circumstances and of forecast economic conditions. The Company’s ECLs are disclosed in notes

12 and 17.

NOTES TO THE FINANCIAL STATEMENTS

21 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2024

5. GOING CONCERN

As at 31 December 2024, the Company has total debt securities in issue amounting to €40 million, which

comprise of €35 million “Listed Bonds” and €5 million “Private Notes”. The Listed Bonds, with nominal value

of €100 each aggregating to €35 million, bear interest of 5% per annum, payable annually every 16 December,

and have a redemption date of 16 December 2032. The Private Notes, which were issued on 22 September

2023, have an aggregate principal value €5 million, bear interest of 7.4% per annum payable annually every

22 September, and have a redemption date of 22 September 2026.

As disclosed in notes 11 and 15, TIMAN Investments Holdings Limited (the “Parent Company”) provided a

corporate guarantee in favour of the bondholders and in favour of the Company to affect the due and

punctual performance of all payment obligations undertaken by Von der Heyden Group Finance p.l.c. under

the bonds and all payment obligations by the related party borrowers to the Company, if they fail to do so.

The ability of the Company to meet its obligations, both in terms of servicing its debts and ultimately repaying

the bondholders on the redemption date is dependent on the ability of the Company to collect amounts due

from the parent company and group undertakings (note 11 and 12) and/or the ability of the Parent Company

to perform its obligations under the corporate guarantee. Accordingly, the directors assess the going concern

of the Company by reference to the going concern assessment of the Group, in which the Company is a part

of.

The following paragraphs reflect the Group’s going concern assessment of TIMAN Investments Holdings

Limited.

In the year ended 31 December 2024, the Group recorded a €3.1 million loss, slightly higher from last year’s

€3.0 million loss for the year. Whilst the restructuring of the operations in the Accommodation and Catering

sector are well underway, having exited from the 3-star segment, the operating results of the hotels within

the remaining portfolio continue to improve.