GPH Malta Finance p.l.c.

Annual Report and Financial Statements

31 March 2026

Company Registration Number: C 103534

Readers are reminded that the official Annual Financial Report 2026, authorised for issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is published on www.gphmaltafinance.com . A copy of the independent auditor's report issued on the official statutory Annual Financial Report 2026, is included within these printed documents and comprises the auditor's report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the ESEF RTS) by reference to Capital Markets Rule 5.55.6

Directors, officers and other information

Directors’ report

Directors’ report

For the financial year ended 31 March 2026

Directors’ report  

The directors of GPH Malta Finance p.l.c. (“the Company”) hereby present their report and the audited financial statements for the year ended 31 March 2026. 

Company Incorporation

The Company was incorporated on 18 October 2022 as a public limited liability company, registered in terms of the Companies Act (Cap. 386) with company registration number C 103534. It is domiciled in Malta, having its registered office at 45-46, Pinto Wharf, Floriana, FRN1913, Malta.

Principal activity

The Company's principal activity is to carry on the business of a finance company. The Company principally provides financing to its intermediate parent company, Global Ports Holding Ltd ("GPH Ltd"), in support of the funding requirements of the Global Ports Holding Group ("the Group"), a global leader in the cruise and maritime industry. The financing provided by the Company supports the Group's strategic initiatives, investments and growth opportunities.

Principal Risks and Uncertainties

The Company’s main objective, as a finance company for GPH Group, is to raise funds, mainly from capital markets, to finance the operations and projects of the Group. In this context, the Company’s ability to recover loans issued to its intermediate parent company is mainly dependent on the business prospects of the 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 its payment obligations under the issued bonds.

The Company's assets consist principally of loans advanced to Group entities together with the related accrued interest. Consequently, the principal risk faced by the Company is the credit risk associated with the recoverability of these loans.

The Directors continue to monitor closely the financial performance, liquidity and cash flows of the borrowing Group entities, together with developments in the global economic environment that may affect the Group's ability to meet its financial obligations. In addition, the Directors regularly assess the financial position of the Guarantor, GPH Ltd, which has provided a guarantee in respect of the Company's bonds.

Based on these assessments, the Directors remain satisfied as to the recoverability of the Company's receivables from Group entities and the ability of both the Company and GPH Ltd to meet their respective obligations as they fall due.

A detailed review of the risk management policies employed by the Company is included in Note 18, ‘Financial Risk Management’, of these financial statements.

Performance review

During the year under review, finance income on loans to the Company’s intermediate parent company, GPH Ltd, amounted to €2,482,137 (2025: €1,306,836), whilst finance costs, comprising interest payable on bonds and the amortisation of the bond issue costs, amounted to €2,141,709 (2025: €1,138,924). This resulted into a net interest income for the period of €340,428 (2025: €164,912).

After administrative expenses, primarily relating to listing and compliance costs, directors' emoluments and professional fees amounting to €227,589 (2025: €152,404), the Company reported a profit before tax of €250,548 (2025: €92,013).

As at 31 March 2026, the Company's principal assets comprised loans receivable from GPH Ltd amounting to €28,721,200, whilst its principal liabilities comprised bonds in issue amounting to €33,144,000 (net of unamortised bond issue costs). The Company’s equity at year end amounted to €471,862, made up of the issued share capital and accumulated profits.

During the year, the Company completed a second bond issue of €15,000,000 5.80% unsecured bonds pursuant to an Offering Memorandum dated 28 March 2025. The bonds, which mature on 22 April 2032, were fully subscribed and admitted to trading on the Malta Stock Exchange on 29 April 2025. The bonds are guaranteed by GPH Ltd, which has bound itself jointly and severally liable with the issuer, for the repayment of the principal and interest in accordance with the terms of the Offering Memorandum.

The annual interest due on the Company's 6.25% Unsecured Bonds 2030 was paid to bondholders on 10 March 2026. Subsequent to the reporting date, the first annual interest payment on the 5.80% Unsecured Bonds 2032 was made on 22 April 2026 in accordance with the terms of the Offering Memorandum .

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 2026 and outlook for 2027

GPH Ltd is the world’s largest independent cruise port operator.  It is also the sole receivable for Company and the guarantor of the bonds issued in March 2023 and April 2025 as disclosed in Note 20. During the financial year ended 31 March 2026, GPH Ltd welcomed 18.8 million passengers across the consolidated port network, which equates to a 7% increase when compared to the prior reporting period.  Adjusted Revenue for the financial year was USD 296.0 million, a 25% increase over financial year ended in March 2025.  Adjusted EBITDA rose by 24% as well to USD 185.7 million, reflecting the positive impact of the higher passenger volumes coupled with increases in yield per passenger and its impact on Adjusted Revenue.  GPH Ltd also successfully completed the acquisitions of Sevilla Cruise Port and Ferrol Cruise Port in Spain, as well as Casablanca Cruise Port in Morocco, during the Group’s most recent financial year.

Based on the most recent call lists across the consolidated and managed cruise port network, GPH Ltd forecast that close to 20 million passengers will be welcomed across the consolidated port network during the financial year ending in March 2027.

Results and dividends

The result for the year ended 31 March 2026 is set out in the statement of profit or loss and other comprehensive income.  The Directors do not recommend the payment of a dividend and propose that the balance of accumulated profits amounting to €221,862 be carried forward to next year.

Financial risk management

The Company’s activities potentially expose it to a variety of financial risks, including credit risk, liquidity risk and market 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.

A detailed review of the risk management policies employed by the Company is included in Note 18, ‘Financial Risk Management’, of these financial statements.

Related Party Transactions

During the financial year ending on 31 March 2026, there have been no material related party transactions which have not been concluded under normal market conditions.

Events after the reporting year

There have been no events after the reporting period that would require adjustments to or disclosure in this report and the financial statements.

Future Developments

The Company will continue to operate as a financing vehicle in accordance with its established business objectives and financing arrangements.

The Directors will continue to monitor market conditions and broader economic developments, including interest rate movements, inflationary pressures and geopolitical uncertainties, together with the financial performance and creditworthiness of the Group entities to which financing has been provided.

The Company remains committed to maintaining adequate liquidity and operating in compliance with applicable legal, regulatory and listing requirements. The effectiveness of the Company's governance arrangements, risk management processes and internal control framework will continue to be reviewed on an ongoing basis.

At the date of approval of these financial statements, the Directors are not aware of any specific future developments that are expected to have a material effect on the Company's financial position.

Directors

The Directors of the Company who held office during the financial year were:

In accordance with the Articles of Association, the Directors of the Company shall retire from office once 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 directors are required by the Companies Act (Cap. 386) to prepare financial statements which give a true and fair view of the situation of the Company at the end of each reporting period and of the profit or loss of the Company for that period.  In preparing the financial statements, the directors are responsible for:

The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Company and which enable the directors to ensure that the financial statements comply with the 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.

The financial statements of GPH Malta Finance p.l.c. for the year ended 31 March 2026 are included in the Annual Report which is published on the company’s website (https://www.gphmaltafinance.com/). The directors are responsible for the maintenance and integrity of the Annual 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 directors present their report and the audited financial statements of GPH Malta Finance p.l.c. for the financial year ended on 31 March 2026.  These financial statements cover the financial year from 01 April 2025 to 31 March 2026, while comparative figures cover the financial year from 01 April 2024 to 31 March 2025.

Additionally, the directors are responsible for:

Going Concern Statement Pursuant to Capital Market Rule 5.62

After making enquiries and considering the developments and circumstances that have been articulated in “Principal risks and uncertainties” and “Performance review” sections in the Directors’ report, the Directors have reasonable expectation that at the time of approving the financial statements, the Company has adequate resources and backing to continue in operational existence for the foreseeable future. The Directors continue to consider the going concern assumption in the preparation of the Company’s financial statements as appropriate as at the date of authorisation for issue of these financial statements (Note 1.2).

Auditors

PKF Assurance (Malta) Limited have expressed their willingness to continue in office and a resolution for their reappointment will be proposed at the forthcoming Annual General Meeting.

Signed on behalf of the Board of Directors on 23 July 2026 by Mehmet Kutman (Chairman) and Jerome Bernard Jean Auguste Bayle (Independent Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Statement of Compliance with the Code of Principles of Good Corporate Governance

For the financial year ended 31 March 2026

Introduction

Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority (the “Rules”), GPH Malta Finance p.l.c. (the “Company”) is hereby reporting on the extent of its adoption of the Code of Principles of Good Corporate Governance (the ‘Principles’) contained in Appendix 5.1 to Chapter 5 of the Listing Rules (the “Code”). In terms of Rule 5.94, the Company is hereby reporting on the extent of its adoption of the Code and on the effective measures it has taken to ensure compliance throughout the accounting year with the requirements of the principles set out in the Code which were applicable during the financial year ended 31 March 2026.

The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. Nonetheless, the Directors strongly believe that the Principles are in the best interest of the Company, its shareholders and other stakeholders, primarily because compliance with principles of good corporate governance is expected by inventors of the Company’s securities admitted to the Official List of the Malta Stock Exchange and also because it evidences the directors’ and the Company’s commitment to a high standard of Corporate Governance.  Additionally, the Board recognises that, by virtue of Listing Rule 5.101, the company is exempt from making available the information required in terms of Listing Rules 5.97.1 to 5.97.3; 5.97.6 and 5.97.8.

General

The primary responsibility for good corporate governance lies with the Company’s board of directors (the “Board”), which is responsible for the overall determination of the Company’s policies and business strategies. The Company’s principal activity is to act as a finance company. It does not carry out any trading activities of its own and its sole purpose is that of raising funds in the capital markets for the purposes of on lending to its intermediate parent company. The core business activity of Global Ports Holding Ltd is the cruise and maritime industry.

The Company has adopted a corporate decision-making and supervisory structure that is tailored to suit its requirements and designed to ensure the existence of adequate controls and procedures within the Company, whilst retaining an element of flexibility essential to allow the Company to react promptly and efficiently to circumstances arising in respect of its business, taking into account its size and the economic conditions in which it operates. The directors are of the view that it has employed structures which are most suitable and complementary for the size, nature and operations of the Company. Accordingly, in general, the directors believe that the Company has adopted appropriate structures to achieve an adequate level of good corporate governance, together with an adequate system of control in line with the Company’s requirements.  The Board shall keep the principles of the Code under review and shall monitor any developments in the Company’s business to evaluate the need to introduce new corporate governance structures or mechanisms, as and when the need arises.

This Statement will now set out the structures and processes in place within the Company and how these effectively achieve the goals set out in the Code for the financial year under review. For this purpose, this Statement will refer to the pertinent Principles of the Code and then set out the manners in which the directors believe that such Principles have been adhered to. Where the Company has not complied with any of the Principles of the Code, this Statement will provide an explanation for the non-compliance.  For the avoidance of doubt, reference in this Statement to compliance with the Principles of the Code means compliance with the Code’s main principles and provisions.

Compliance with the Code

Principle 1: The Board

The Directors believe that for the year under review, the Company has generally complied with the requirements of this principle and the relative Code provisions.

The Board is composed of members who are fit and proper to direct and manage the business of the Company with honesty, competence and integrity. All the members of the Board are fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of the Company and its status as a listed company and the Board is cognisant of its accountability for its own performance and that of its delegates. The Board of Directors is primarily responsible for:

The Company’s management, led by the executive director of the Company, Mr. Stephen Xuereb, reported to the Board, at regular intervals or as and when the need arose.

The Board has delegated specific responsibilities to the Audit Committee, under formal terms of reference approved by the Board. Further detail in relation to the Audit Committee may be found in the sections headed ‘Principle 8’ of this Statement hereunder.

Principle 2: Chairman and Chief Executive Officer

Given that the Company acts as the financing arm of GPH Ltd and the Group of Companies and does not carry out other operations of its own, the Company has not appointed a Chief Executive Officer.  Nevertheless, it has appointed a separate Chairman, whose role is to lead the Board.  During the year under review, Mr. Mehmet Kutman occupied the post of Chairman. The Chairman is responsible for:

Principle 3: Composition of the Board

In terms of the Articles of Association of the Company, the board of directors of the Company shall consist of a minimum of three (3) directors and a maximum of five (5) directors, of which at least one-third shall be non-executive directors.

Directors are appointed during the Company’s Annual General Meeting for periods of one year until the next annual general meeting, at which they may stand again for re-election.  The Directors of the Company, except for the Managing Director, shall retire from office once at least in each three (3) year period, but shall be eligible for re-election.

The Articles of Association of the Company clearly set out the procedures to be followed in the appointment of directors, the salient aspects of which are summarised hereunder:

The Board is comprised of two (2) executive directors and three (3) non-executive directors, all of whom were appointed upon incorporation of the Company.  As at the date of this Statement, the Directors of the Company are:

For the purpose of Code Provision 3.2, two of the Directors are considered by the Board to be independent within the meaning of the Capital Markets Rules, such independent Directors being Mr. Jerome Bernard Jean Auguste Bayle and Mr. Taddeo K/A Deo Scerri.

The non-executive Directors contribute to the strategic development of the Company and the creation of long-term growth of the Company and are responsible for:

Save as disclosed above, none of the independent non-executive Directors of the Company:

In terms of Code Provision 3.4, each non-executive Director has declared in writing to the Board that he/she undertakes:

Principles 4 and 5: The Responsibilities of the Board and Board Meetings

The Board of Directors is entrusted with the overall direction, administration and management of the Company and meets on a regular basis to discuss and take decisions on matters concerning the strategy, operational performance and financial performance of the Company.

In fulfilling its mandate, the Board assumes responsibility, to the extent applicable and possible to:

In fulfilling its responsibilities, the Board continuously assesses and monitors the Company’s present and future operations, opportunities, threats, and risks in the external environment, and its current and future strengths and weaknesses in its internal environment. The Board delegates certain specific responsibilities to the Audit Committee.

The Board believes that it has systems in place to fully comply with Principle 5 and the relative Code Provisions, in that it adopts a system designed to ensure reasonable notice of meetings of the Board and to ensure that the Directors receive, where required, the relevant material for discussion in advance of meetings so as to provide adequate time for Directors to adequately and suitably prepare themselves and enable them to make an informed decision during meetings of the Board.  In light of the regular frequency of meetings held by the Board of Directors during the year under review, notice periods were always kept in such a way to allow for the attendance by all Board members at all times.

The Directors are assisted by the company secretary, who is consulted to ensure compliance with statutory requirements and with continuing listing obligations. The company secretary keeps minutes of all meetings of the Board and of its committees, which minutes are subsequently circulated to the Board as soon as practicable after the meeting.

The company secretary also maintains records of all dealings - by Directors of the Company and senior management - in the Company’s Bonds, and assists the Board and senior management in being duly informed of and conversant with their obligations emanating from the Market Abuse Regulation (EU Regulation 596/2014) and ensuring compliance therewith, and prevention and detection of insider dealing, unlawful disclosure of inside information and, or market abuse. In particular, cognisant of the material consequences of non-compliance with MAR and the effects thereof on investor confidence and market integrity, the Board has in place written policies and procedures relating to the keeping of insiders’ lists, dealing in Bonds of the Company, and procedures for persons in possession of inside information.

Principle 6: Information and Professional Development

On joining the Board, Board members underwent an introductory induction programme, whereby the company secretary informed the incoming members of their statutory duties and obligations, the requirements and implications of relevant legislation, as well as their rights, duties, and obligations under the Company’s Articles of Association and internal policies and procedures.

The Directors received and reviewed periodic information on the Group’s financial performance and position.

Principle 7: Evaluation of the Board’s Performance

The Board 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 ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.

Principle 8.1: Committees

The Directors believe that, due to the Company’s size and operations, it is not necessary to establish committees regarding remuneration, board evaluation and nominations as suggested by the Code and the Directors have formulated the view that these functions can efficiently and effectively be undertaken by the Board itself. 

In view of the above, the Board undertakes an annual review of the remuneration structure applicable to Directors (specifically the independent non-executive Directors) and carries out a self-evaluation of the performance of the Board, as and when considered necessary. The aggregate remuneration that may be paid to the Company’s Directors is subject to the approval of the shareholders at the annual general meeting of the Company.

Audit Committee

In preparation of the listing of its securities on the regulated market, the Board established an Audit Committee (the “Committee”) and has formally set out Terms of Reference governing the scope of its composition, role, functions, powers, duties and responsibilities, as well as the procedures and processes to be complied within its activities.

The principal purpose of the Committee is to protect the interest of the Company and the Company’s shareholders and bondholders, and to assist the Directors in conducting their role effectively vis-à-vis its responsibilities over the financial reporting processes, financial policies and internal controls structures. The Audit Committee oversees the conduct of the external audit and acts to facilitate communication between the Board, management and the external auditors. The external auditors may be invited to attend the Audit Committee meetings. The Audit Committee reports directly to the Board.

The Audit Committee is expected to deal with and advise the Board on issues of financial risk, control and compliance, and associated assurance of the Company, including:

Additionally, it is responsible for monitoring the performance of the entity borrowing funds from the Company, to ensure that budgets are achieved and if not that corrective action is taken as necessary.

The Audit Committee is made up entirely of non-executive Directors, the majority of whom are independent of the Company.  Audit Committee members are appointed for a period of three years, unless, their position as member of the Audit Committee is terminated earlier by the Board; or a member of the Audit Committee resigns or is otherwise removed from his/her position as a Director of the Company (resulting in automatic termination of membership within the Audit Committee). During the year under review, the Audit Committee was composed of Jerome Bernard Jean Auguste Bayle (independent non-executive director and Chairman of the Audit Committee), Taddeo K/A Deo Scerri (independent non-executive director and Audit Committee member) and Aysegul Bensel (non-executive director and Audit Committee member), who commenced their first three-year term as Audit Committee members in October, 2022.

During the year ended 31 March 2026, the Audit Committee met four (4) times. The meetings were attended by all its members.  For financial year ending March 2027, the Audit Committee is scheduled to meet at least four (4) times.

Principle 8.2: Remuneration Statement

In terms of Rule 8A.4 of the Code, the Company is to include a remuneration statement in its annual financial report which shall include details of the remuneration policy of the Company and the financial packages of the Board of Directors.

In terms of Article 63 of the Articles of Association of the Company, it is the shareholders of the Company in the General Meeting who determine the maximum annual aggregate remuneration payable to the Directors.  The aggregate amount approved for this purpose by the Company’s General Meeting was €30,000 plus VAT annually, payable to one independent non-executive director.

None of the Directors of the Company is employed by the Company. The Directors are party to service contracts with the Company.  No part of the remuneration paid to the Directors is performance-based. 

None of the Directors, in their capacity as a Director of the Company, is entitled to profit sharing, share options or pension benefits.

One of the independent non-executive Directors received €30,000 plus VAT in aggregate for services rendered during the financial year ended 31 March 2026.

Principle 9 and 10: Relations with shareholders (and bondholders) and with the market, and institutional shareholders

The company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood.

The company will communicate effectively with shareholders by publishing its results on a six-monthly basis during the year, by way of half yearly and annual reports and financial statements, through interim Directors Statements, through periodical company announcements and through press releases in the local media to the market in general. The financial results will be made available on the company’s website www.gphmaltafinance.com.

Principle 11: Conflicts of Interest

The Directors are fully aware of their responsibility to always act in the best interests of the Company and its shareholders irrespective of whoever appointed or elected them to serve on the Board.  On joining the Board and regularly thereafter, Directors and officers of the Company are informed and reminded of their obligations on dealing in securities of the Company within the parameters of law and Capital Markets Rules. The Company has also established an internal code of dealing and reporting procedures.

It is the practice of the Board that when a potential conflict of interest arises in connection with any transaction or other matter, the potential conflict of interest is declared, so that steps may be taken to ensure that such items are appropriately addressed. By virtue of the Memorandum and Articles of Association, the Directors are obliged to keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with that of the Company. The Board member concerned shall not take part in the assessment by the Board as to whether a conflict of interest exists. A Director shall not vote in respect of any contract, arrangement, transaction or proposal in which he/she has a material interest in accordance with the Memorandum and Articles of Association of the Company. The Board believes that this is a procedure that achieves compliance with both the letter and rationale of Principle Eleven of the Code.

Any material transactions with related parties, which pose intrinsic potential conflicts of interests, require the approval of the Audit Committee, which is charged with ensuring that such transactions are necessary for the conduct of the Company’s business and are transacted on an arm’s length basis.

The Directors are not aware of any potential conflicts of interest which could relate to their roles within the Company.

Principle 12: Corporate Social Responsibility

The directors are committed to high standards of ethical conduct and to contribute to the development of the local community and society at large. The Board is mindful of and seeks to adhere to sound principles of corporate social responsibility in its management practices. This helps the Company develop strong relationships with its stakeholders and create long-term value for society and its business. The Company is committed to play an effective role in society’s sustainable development, whilst tangibly proving itself to be a responsible citizen of the community in which it operates.

Non-compliance with the Code

The Directors believe that good corporate governance is a function of a mix of checks and balances that best suit the Company and its business. Accordingly, whilst there are best practices that can be of general application, the structures that may be required within the context of larger companies are not necessarily and objectively the structures for companies whose size and/or business dictate otherwise. It is in this context that the Directors have adopted a corporate governance framework within the Company that is designed to better suit the Company, its business, scale, and complexity, whilst ensuring proper checks and balances.

Taking the above into account and considering that the Code is not mandatory and that the provisions thereof may be departed from provided that reasonable and justifiable circumstances exist and are adequately explained, the Directors set out below the Code Provisions with which the Company does not comply and what are, in its view, a reasonable and justifiable basis for such departure from the recommendations set out in the Code relating to the composition of the Board.

Principle 4: Succession Policy for the Board (Code provision 4.2.7)

While the Board of Directors itself is responsible for the recruitment and appointment of senior management, the Company has not established a formal succession plan.

Principle 7: Evaluation of the Board’s Performance (Code provision 7.1)

The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s performance in accordance with the requirements of Code Provision 7.1.

The Board believes that the size of the Company and the Board itself does not warrant the establishment of a committee specifically for the purpose of carrying out a performance evaluation of its role. Whilst the requirement under Code Provision 7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board, the size of the Company’s Board is such that it should enable it to evaluate its own performance without the requirement of setting up an ad-hoc committee for this purpose.

Principle 8A: Remuneration Committee (Code provision 8.A.1) and Nominations Committee (Code provision 8.B.1)

The Board has not established a Remuneration and/or Nominations Committee.

The Board has formulated the view that the size, structure and management of the Company are such that the establishment of an ad-hoc Remuneration Committee is not warranted, and the responsibility for the establishment, review and implementation of the Company’s remuneration policies has been retained within the remit of the Board itself. In particular, the Board notes that the current remuneration policy of the Company comprises purely fixed-rate remuneration, with no entitlement to any performance-based remuneration, or any entitlement to share options, retirement pension benefits or other benefits.

Furthermore, the Board believes that the formal and transparent procedure for the nomination and appointment of directors contained in the Articles of Association is commensurate to the size and operations of the Company and does not consider the requirement to establish an ad-hoc Nominations Committee to be necessary for the Company.

Principle 9: Relations with shareholders and the market (Code provision 9.3)

There are no formal procedures in place within the Company for the resolution of conflicts between minority and controlling shareholders, nor do the Memorandum and Articles of Association of the Company contemplate any mechanism for arbitration in these instances.

Principle 9: Relations with shareholders and the market (Code provision 9.4)

The Company does not have a formal policy in place to allow minority shareholders to present an issue to the Board. In practice, however, the open channel of communication between the Company and minority shareholders via the office of the company secretary and the Chairman is such that any issue that may merit bringing to the attention of the Board may be transmitted via the company secretary or the Chairman, who is in attendance at all meetings of the Board of Directors.

Internal Controls

The key features of the Company’s systems of internal controls are as follows:

The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness.  Such a system is designed to achieve business objectives and to manage rather than to eliminate the risk of failure to achieve business objectives and can only provide reasonable assurance against material error, losses or fraud.

The Board also approves, after review and recommendation by the Audit Committee, the transfer of funds and other amounts payable to companies within the same group and ensures that these are subject to terms and conditions which are on an arm’s length basis.

General Meetings

Annual General Meeting (AGM)

The AGM is the highest decision-making body of the Company.

All shareholders registered in the shareholders’ register at the relevant registration record date, have the right to participate in the AGM and to vote thereat. A shareholder who cannot participate in at the AGM can be represented by proxy.

A general meeting is deemed to have been duly convened if at least twenty-one (21) days’ notice is given in writing to all persons entitled to receive such notice, which must specify the place, the day and the hour of the meeting, and in case of special business, the general nature of that business, and shall be accompanied by a statement regarding the effect and scope of any proposed resolution in respect of such special business. The notice period may be reduced to fourteen (14) days if certain conditions are satisfied. The quorum of shareholders required is not less than 51% of the nominal value of the issued shares entitled to attend and vote at the meeting.

The agenda of the AGM will comprise of the ordinary business of the AGM, covering the presentation and approval of the Annual Financial Report and Financial Statements, the declaration of dividends, election of directors and the approval of their remuneration, the appointment of the auditors and the authorisation of the directors to set the auditors’ fees, together with any special business specified in the notice calling the AGM.

Extraordinary general meetings (EGMs)

The Directors may convene an extraordinary general meeting whenever they think fit. In addition, anyone (1) Member of the Company holding at least ten per cent (10%) of the equity securities of the Company conferring a right to attend and vote at general meetings of the Company, may convene an extraordinary general meeting.

The Board considers that the Company has generally been in compliance with the principles throughout the year under review as befits a company of this size and nature.

Approved by the Board of Directors on 23 July 2026.

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

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 23 July 2026 and were signed on its behalf by Mehmet Kutman (Chairman) and Jerome Bernard Jean Auguste Bayle (Independent Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2026.

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

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

Notes to the Financial Statements

For the financial year ended 31 March 2026

1           Reporting entity and basis of accounting

1.1          Basis of preparation

The financial statements have been prepared on the historical cost basis, and in accordance with International Financial Reporting Standards as adopted by the EU (‘’the applicable framework’’).  All references in these financial statements to IAS, IFRS or SIC/ IFRIC interpretations refer to those adapted by the EU.  These have also been drawn up in accordance with the provisions of the Companies Act (Chapter 386, Laws of Malta). The significant accounting policies adopted are set out below.

These financial statements for the year ending 31 March 2026, are being published pursuant to Capital Market Rules 5.55 issued by the Malta Financial Services Authority (‘MFSA’) and the Prevention of Financial Markets Abuse Act, (Cap. 476 of the Laws of Malta).

1.2          Appropriateness of the application of the going concern assumption in the preparation of the financial statements

As at 31 March 2026, the Company had bonds in issue amounting to €33.1 million, comprising €18.1m 6.25% bonds maturing in 2030 and €15m 5.8% bonds maturing in 2032. The proceeds of the bond issues were advanced to Global Ports Holding Ltd ("GPH Ltd") under financing arrangements that generate the funds required by the Company to service its obligations under the bonds.

The ability of the Company to meet its obligations, including the payment of interest and the repayment of principal upon maturity of the bonds, is dependent on the receipt of amounts due from GPH Ltd and other Group entities (refer to Note 18.1). As disclosed in Note 14, the bonds are guaranteed by GPH Ltd, which has undertaken, jointly and severally with the Company, responsibility for the due and punctual performance of all obligations arising under the bonds pursuant to the terms and conditions of the respective Offering Memoranda.

Accordingly, the Directors assess the going concern of the Company by reference to the financial position, liquidity and projected performance of GPH Ltd and the wider Group. In undertaking this assessment, the Directors reviewed cash flow projections prepared for both the Group and the Company covering the period to 31 March 2033. The assessment took into account the current macroeconomic environment and management's expectations regarding future performance.

The Company reported a profit of €214,818 for the year ended 31 March 2026 (2025: profit of €73,547). The projections prepared by management indicate positive cash flows throughout the forecast period and forecast cash reserves of approximately €600,000 by 31 March 2033. In addition, the Directors considered the pledged reserve account established in accordance with the terms of the Offering Memorandum, which amounted to €3.6 million as at 31 March 2026 and is held for the benefit of bondholders.

Based on the above assessment, the Directors have concluded that the Company will have adequate resources to continue in operational existence for the foreseeable future and to meet its obligations as they fall due. Accordingly, the Directors continue to adopt the going concern basis in preparing these financial statements and have concluded that no material uncertainties exist that may cast significant doubt on the Company's ability to continue as a going concern.

1.3          Functional and presentation currency

Items included in these financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in Euro (€), which is the Company’s functional and presentation currency.

2            Material accounting policy information

The principal material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the periods presented, unless otherwise stated.

2.1          Financial instruments

2.1.1       Classification, recognition and subsequent measurement

Financial assets

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

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 at amortised cost only if both the following criteria are met:

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

For the purpose of the assessment of whether contractual cash flows are solely payments of principal and interest, ‘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, 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.  In making this assessment, the Company considers:

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.

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 is included in finance income using the effective interest rate method.

Financial liabilities- classification, recognition and subsequent measurement

Financial liabilities are recognised initially at fair value net of any directly attributable transaction costs. The Company’s financial liabilities include debt securities in issue.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest (‘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 interest expense in the statement of profit or loss.

2.1.2       De-recognition

A financial liability is 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.

2.1.3       Off-Setting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position, when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the assets and settle the liability simultaneously.

2.1.4       Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

2.1.5       Impairment of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:

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.

The Company measures loss allowances at an amount equal to lifetime expected credit losses (ECLs), except for the following, which are measured at 12-month ECLs:

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. The 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 by performing an ECL assessment.

Loss allowances for financial assets measured at amortised cost are accounted in a separate loss allowance account and are deducted from the gross carrying amount of the financial assets in the statement of financial position

2.2           Other receivables

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, less expected credit loss allowances. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss. When a receivable is uncollectible, it is written off against the allowance account for other receivables. Subsequent recoveries of amounts previously written off are credited against profit or loss. Impairment of financial assets is described in Note 2.1.5 above.

2.3           Cash and cash equivalents

Cash and cash equivalents comprise of cash on hand, demand deposits and deposits which are pledged in favour of the Security Trustee.

2.4           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.

Incremental costs directly attributable to the issue of new ordinary or redeemable preference shares are shown in equity as a deduction, net of tax, from proceeds. The proceeds received net of any directly attributable transaction costs are credited to share capital.

2.5           Dividends

Dividends to holders of equity instruments are recognised as liabilities in the period in which they are declared.  Dividends to holders of equity instruments are debited directly to equity. Dividends relating to a financial liability are recognised as an expense in profit or loss and are presented in the statement of comprehensive income with finance costs.

2.6           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 Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

Issue costs incurred in connection with the issue of the bonds include professional fees, printing, listing, registration, underwriting, management fees, selling costs and other miscellaneous costs.

2.7           Other payables

Other payables are 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. Other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.8           Provision and contingent liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A contingent liability is disclosed where the existence of the obligation will only be confirmed by future events or where the amount of the obligation cannot be measured with sufficient reliability.

2.9           Taxation

Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also dealt with in other comprehensive income or in equity, as appropriate.

Current tax is based on the taxable result for the year. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be utilised.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised amounts and there is the intention to either settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set off its current tax assets and liabilities and 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 which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

2.10         Finance income and finance costs

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 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 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.

2.11         Borrowing costs

Borrowing costs are recognised for all interest-bearing instruments on an accrual basis using the effective interest method.  Interest costs include the effect of amortising any difference between initial net proceeds and redemption value in respect of the Group’s interest-bearing borrowings.

2.12         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.

3            Critical accounting estimates and judgements

In preparing these financial statements, management has made judgements and estimates that effect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are 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 judgments 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.

Recoverability of loans receivables

The Directors have assessed the recoverability of loans receivable by reference to the cashflow projections of the Group including planned inflows, outflows and available financing facilities with a focus on updates made to respond to the expected impacts and present uncertainties including but not limited to higher inflation and interest rates. The Directors have also considered the financial position and performance of the other related parties within the Group.

Estimates and judgments are continually evaluated and based on historical experience and other factors including expectations of forward-looking information that are believed to be reasonable under the circumstances. In the opinion of the Directors, the accounting estimates and judgments 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            Standards, interpretations and amendments to published standards

4.1           New and amended standards and interpretations

During the current financial year, the Company has adopted new standards, amendments and interpretations to existing standards that are mandatory for the Company’s accounting period. 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.

4.2           New standards and interpretations not yet adopted

Certain new standards, amendments and interpretations to existing accounting standards have been published by the date of authorisation for issue of these financial statements, but which are not yet effective for the current reporting year. The Company has not early adopted these revisions to the requirements of IFRSs as adopted by the EU but plans to adopt upon their effective date. The Directors are of the opinion that, such changes are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

5           Finance Income

6           Finance Costs

7           Administrative Expenses

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

8           Earnings per Share

Earnings per share is calculated by dividing the profit attributable to the owners of the Company by the weighted average number of ordinary shares in issue during the period.  Basic earnings per share is equal to the diluted earnings per share.

During the year ended 31 March 2026, no dividends were paid to the equity shareholders of the Company.

9           Taxation

Tax applying the statutory domestic income tax rate and the income tax expense for the year are reconciled as follows:

10         Loans receivable

The proceeds from the debt securities in issue (Note 14) have been advanced by the Company to the intermediate parent company (“GPH Ltd”).  The loans receivable represents part of the net proceeds generated from the 6.25% unsecured bond due 2030 issued in 2023 and the 5.80% unsecured bonds due 2032 issued in 2025.  The terms of the first loan represent an interest of 7.4% per annum for the first three years and 8% per annum until maturity.  The terms of the second loan represent an interest of 8% per annum until maturity.

The bonds are guaranteed by Global Ports Holdings Ltd, 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 of each bond issue.

The two loans towards GPH Ltd are unsecured with a maturity date of 28 February 2030 and 31 March 2032 respectively.

During the financial year ended 31st March 2026, GPH Ltd has processed the first loan repayment towards the Company amounting to € 3,628,800.

The maturity profile of the non-current loan receivable is repayable as follows:

11         Other receivables

12         Cash and cash equivalents

Cash and cash equivalents included in the statement of cash flows reconcile to the amount shown in the statement of financial position as follows:

As per terms defined in the offering memorandum dated 1st February 2023, the Company and/or the Guarantor are obliged to undertake that as from 10th March 2026 and over the period of three years therefrom, build up a reserve, the value of which is, in aggregate, equivalent to 50% of the value of the bonds admitted to listing.  The Company created the Reserve Account in the form of a bank account, in which the Guarantor has funded through a deposit amounting to €3,628,800, equivalent to 20% of the value of the bonds admitted to listing, and also as a form of repayment to the loan granted by the Company in 2023.  Such amount has been pledged in favour of a Security Trustee for the benefit of the bondholders, in the event of default.

In accordance with the terms of the Offering Memorandum dated 1 February 2023, funds held in the Reserve Account are restricted and are intended to be applied towards the redemption of the outstanding bonds on their redemption date. Prior to redemption, such funds may only be used to (i) acquire bonds for cancellation or (ii) be invested in a balanced and diversified portfolio of marketable and liquid assets as can reasonably be considered practicable by the Security Trustee in the then current market and overall economic conditions.

13         Share capital

14         Debt securities in issue

By virtue of an offering memorandum dated 28th March 2025, the Company issued € 15,000,000 5.80% annual unsecured interest-bearing bonds with a face value of € 100 each to the public. The bonds are redeemable at par and are due for redemption on 22nd April 2032. The bonds are guaranteed by Global Ports Holdings Ltd, 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.  There was full take-up of the bond issue, which started trading on the Malta Stock Exchange on the 29 April 2025.

The bonds are carried net of direct issue costs, which are being amortised over the term of the bond.  The quoted market prices as at 31 March 2026 were €100.00 for the 6.25% unsecured bonds due 2030, and €99.99 for the 5.80% unsecured bonds due 2032.  In accordance with the provision of the prospectus, the proceeds from the bond issue have been advanced by the Company to the intermediate parent company (Note 10).

15         Other payables

Interest on the bonds issued is due yearly on 10 March and 22 April respectively (note 14).

16         Related party disclosures

16.1        Parent company and ultimate controlling party

The parent company of GPH Malta Finance plc is Global Ports Melita Ltd, which is incorporated in Malta, with its registered address at Vault 1, Upper Floor, Valletta Waterfront, Pinto Wharf, Floriana, FRN 1913, Malta. The intermediate parent company is Global Ports Holding Ltd (“GPH Ltd”), which is incorporated in the United Kingdom.  The ultimate parent company is Global Yatirim Holding A.S., which is incorporated and listed in Türkiye.

16.2        Identity of related parties

The Company also has a related party relationship with its key management personnel and other entities ultimately owned by the ultimate controlling party and the other shareholder.

16.3        Dividends

No dividends were declared or distributed during the year ending 31 March 2026 (2025: Nil) .

16.4        Related party transactions and balances

Related party transactions are entered into on a commercial basis with entities which are related by way of common shareholders who are able to exercise significant influence over the Company’s operations.  The Company has affected advances in the form of two loans to Global Ports Holding Ltd amounting to € 32,350,000 out of which, € 3,628,800 have been paid back, as disclosed in Note 10 of the financial statements.

Finance income is made up of interest income from loans to related parties (Global Ports Holding Ltd) generated during the year of € 2,482,137 (FY Mar 2025: € 1,306,836) (Note 5).  Administrative expenses include directors’ fees towards Mr. Taddeo K/A Deo Scerri incurred during the year of € 30,000 (FY Mar 2025: € 30,000) (Note 7).

17         Financial risk management

17.1        Risk management framework

The exposures to risk and the way risks arise, together with the Company’s objectives, policies and processes for managing and measuring these risks are disclosed in more detail below.

The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development.  Where applicable, any significant changes in the Company’s exposure to financial risks or the manner in which the Company manages and measures these risks are disclosed below.

The Company’s activities potentially expose it to a variety of financial risks: market risk, credit risk, and liquidity risk. The Company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance.

Where possible, the Company aims to reduce and control risk concentrations. Concentrations of financial risk arise when financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors.

17.2        Capital risk management

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance, 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 capital structure of items is presented within the equity in the statement of financial position.

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.

The Company's directors maintain a balanced capital structure through ongoing review and adjustments in response to economic conditions. This includes the payments of dividends, share issuance, debt financing, and debt redemption based on the board's recommendations.

17.3        Credit risk

Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.

Financial assets which potentially subject the Company to credit risk consist principally of loan receivables from the intermediate parent company, other receivables and cash at bank.

The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Company does not hold any collateral 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 very low as the financial institutions have a strong capacity to meet their contractual obligations in the near term.  As a result, while cash and cash equivalents are subject to the impairment requirements of IFRS 9, the identified impairment loss is insignificant. 

Loan and related interest receivable from intermediate parent company

The Company’s receivables mainly consist of advances to the company’s intermediate parent. The Company monitors intra-group credit exposures at individual entity level 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 is the intermediate parent company. The Company assesses the credit quality of the Group taking into account financial position, performance and other factors.  The Company takes cognisance of the related party relationship and management does not expect any significant losses from non-performance or default.

Loan receivable from the intermediate parent company is 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 and hence are considered insignificant. 

The Company’s other receivables mainly include interest receivable in respect of the advances referred to previously.  Expected credit losses are based on the assumption that repayment of this interest is demanded at the reporting date. Accordingly, the expected credit loss allowance attributable to such balances is insignificant.

17.4         Market risk

Foreign exchange risk

The Company is not exposed to foreign exchange risk because its principal assets and liabilities are denominated in Euro. The Company’s interest income, interest expense and other operating expenses are also denominated in Euro. Accordingly, a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.

Fair value interest rate risk

In view of the nature of its operations, the Company’s transactions mainly consist of earning interest income on advances effected from the proceeds of the bond issue and of servicing its borrowings.

The Company’s significant interest-bearing instruments, comprising advances to the immediate parent company and bonds issued to the general public, are subject to fixed interest rates. The Company has secured a spread between the return on its investments and its cost of borrowings. Accordingly, the Company is not exposed to cash flow interest rate risk but is potentially exposed to fair value interest rate risk in view of the fixed interest nature of its instruments, which are however measured at amortised cost.

The Company’s operating income and cash flows are substantially independent of changes in market interest rates and on this basis, the Directors consider the potential impact on profit or loss of a defined interest rate shift that is reasonably possible at the end of the reporting period to be insignificant.

17.5         Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivery of cash or another financial asset.

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 and other payables (refer to Notes 14 and 15 respectively). Prudent liquidity risk management includes maintaining sufficient cash and liquid assets to ensure the availability of an adequate amount of funding to meet the Company’s obligations.

The Company monitors and manages its risk of a shortage of funds by monitoring the availability of raising funds to meet commitments associated with financial instruments and by maintaining adequate reserves and banking facilities. The following maturity analysis for financial liabilities shows the remaining contractual maturities using the contractual undiscounted cash flows on the basis of the earliest date on which the Company can be required to pay. The analysis includes both interest and principal cash flows.

17.6         Fair values of financial instruments

The Company’s liabilities arising from financing activities are those for which cash flows were classified in the Statement of Cash Flows as cash flows from financing activities.  No other significant movements were registered in the impacted captions.

18          Subsequent events

There have been no events after the reporting period that would require adjustments to or disclosure in the financial statements.

19          Statutory information

GPH Finance Malta p.l.c. is a limited liability company and is incorporated in Malta. The registered office is 45-46, Pinto Wharf, Floriana, FRN1913, Malta.

The intermediate parent company is Global Ports Holding Ltd (“GPH Ltd”), which is incorporated in the United Kingdom. The registered office is 3 ^rd Floor, 35 Albemarle Street, London, W1S 4JD, United Kingdom.

The ultimate parent company of GPH Malta Finance p.l.c. is Global Yatirim Holding A.S., a company registered in Türkiye .  The registered office is Esentepe Mahallesi Büyükdere Caddesi, No: 193 İç Kapı No: 2, 34394 Şişli/İstanbul, Türkiye.

INDEPENDENT AUDITOR’S REPORT

Report on the audit of the financial statements

Opinion

We have audited the accompanying financial statements of GPH Malta Finance p.l.c. (the “Company”), which comprise the statement of financial position as at 31 March 2026, and the statement of profit and loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including the material accounting policies and other explanatory information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company, as at 31 March 2026 and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta (the “Companies Act”).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to report to our assessment of the risk of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. 

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon other than our reporting on other legal and regulatory requirements.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors and those charged with governance for the financial statements

The Directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS as adopted by the EU and are properly prepared in accordance with the provisions of the Companies Act, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication.

Report on other legal and regulatory requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to the Capital Markets Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the annual financial report of the Company for the year ended 31 March 2026, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the annual financial report and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the annual financial report, including the financial statements and the relevant electronic tagging therein comply in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the annual financial report for the year ended 31 March 2026 has been prepared in XHTML format in all material respects.

Directors’ Report

We are required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements. In our opinion the Directors’ report has been prepared in accordance with the Companies Act.

In addition, in the light of the knowledge and understanding of the Company and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report. We have nothing to report in this regard.

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

The Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Markets Rules”) require the Directors to prepare and include in their Annual Report a Statement of Compliance with the Code of Principles of Good Corporate Governance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting year with those Principles.

The Capital Markets Rules also require us, as the auditor of the Company, to include a report on the Statement of Compliance with the Code of Principles of Good Corporate Governance prepared by the Directors. We are also required to express an opinion as to whether, in the light of the knowledge and understanding of the Company and their environment obtained in the course of the audit, we have identified material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5.

We read the Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.

We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance with the Code of Principles of Good Corporate Governance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or their risk and control procedures.

In our opinion:

Under the Capital Markets Rules we also have the responsibility to:

We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.

Matters on which we are required to report by the Companies Act, specific to public interest entities

Pursuant to article 179B(1) of the Companies Act, we report under matters not already reported upon in our ‘Report on the Audit of the Financial Statements’:

Other matters on which we are required to report by exception under the Companies Act

Under the Maltese Companies Act (Cap. 386) we are required to report to you if, in our opinion:

We have nothing to report to you in respect of these responsibilities.

The principal in charge of the audit resulting in this independent auditor’s report is Ms Donna Greaves for and on behalf of:

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PKF Assurance (Malta) Limited

Registered Auditors

15, Level 3

Mannarino Road

Birkirkara BKR 9080

Malta

23 ^rd July 2026