James B. Finance P.L.C.

JAMES B. FINANCE P.L.C.

Reg. No.: C 113149

Annual report

For the period ended 31 March 2026

Page

Directors’ report

Corporate governance – Statement of compliance

Report of the independent auditors

Financial statements:

Statement of financial position

Statement of profit or loss and other comprehensive income

Statement of changes in equity

Statement of cash flows

Notes to the financial statements

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Directors’ report

The directors of James B. Finance p.l.c (the ‘Company’) present their report and financial statements

for the period ended 31 March 2026.

Directors

The directors of the Company who held office during the period until the date of this report were:

Mr James Barbara

Mr Frederick Azzopardi

Mr Arthur Gauci

Mr Antoine Portelli

Dr Ian J Stafrace

Mr Joseph Bonello

Date of incorporation

The Company was incorporated on 10 September 2025 as a public limited liability company under the

Companies Act, Cap 386 of the laws of Malta.

Principal activity of the entity

The principal activity of the Company is to raise finance and provide funding to related parties within

the Group.

Review of business

The financial position of the Company as at 31 March 2026 is disclosed on page 19 while the results

for the period under review are disclosed on page 20.

This was the Company's first period of operations following the successful issuance of a €30 million

5.35% Partly Secured and Guaranteed Bonds in November 2025. The Company was established as

the financing arm of the James B. Holdings Group, with its principal activity to raise funds and to

provide financing to related parties within the Group.

Total assets of the Company as at 31 March 2026 amounted to €30,221,012, principally comprising of

loans advanced to related parties amounting to €23,968,988 and investments in sovereign treasury

instruments amounting to €5,012,158. The Company registered a loss for the period of €68,149. The

loss is primarily attributable to the commencement phase of operations, whereby the bond proceeds

were raised and progressively deployed during the period, while finance costs on the bond issuance

were incurred from the date of issue.

The Directors consider the Company's financial position to be consistent with its business model as a

financing vehicle. The Company continues to manage its funding and treasury activities prudently,

with excess liquidity temporarily invested in highly rated sovereign debt instruments pending

deployment in accordance with the purposes set out in the bond prospectus.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Directors’ report

- continued

Financial risk management

The Company’s activities are exposed to a variety of financial risks, including market risk (including

currency risk, fair value interest rate risk and cash flow interest rate risk), credit risk, and liquidity risk.

Refer to Note 4 in these financial statements.

Results and dividends

The results for the period are as shown in the statement of profit or loss and other comprehensive

income on page 20. No profits are available for distribution.

Future developments

The Directors expect the Company's activities to remain consistent for the foreseeable future and will

continue to focus on supporting the financing requirements of the Group while maintaining an

appropriate balance between liquidity management and funding obligations.

Events after the end of the reporting period

On 13 July 2026, JCL Holdings Limited resolved to transfer its shareholdings in several group entities

to James B. Holdings Limited, including the 40% shareholding in James B. Finance p.l.c. The

proposed transfer forms part of the wider internal group restructuring.

Prior to the proposed transfer, James B. Holdings Limited and JCL Holdings Limited held 60% and

40% respectively of the issued share capital of the Company. Following the transfer, James B.

Holdings Limited holds 100% of the issued share capital of the Company. At the date of approval of

these financial statements, the proposed transfer had not resulted in any adjustment to the amounts

recognised in the financial statements, since it relates to an event occurring after the reporting date.

Directors’ Interest

The Company’s shares are held by James B Holdings Limited (60%) and JCL Holdings (40%).

Subsequent to year-end and as disclosed above, following the restructuring of the Group, Mr James

Barbara became the owner of 1 share of the Company.

Mr James Barbara, is the Ultimate Beneficial

Owner of the Group.

Statement of Directors’ Responsibilities Pursuant to Capital Markets Rule 5.68

The Companies Act, 1995 requires the Directors to prepare financial statements for each financial

period which give a true and fair view of the state of affairs of the Company as at the end of the

financial period and of the profit or loss of the Company for that period in accordance with the

requirements of International Financial Reporting Standards as adopted by the EU.

In preparing

these financial statements, the Directors are required to:



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

continue in business;

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Directors’ report - continued

Statement of Directors’ Responsibilities Pursuant to Capital Markets Rule 5.68 (continued)



select suitable accounting policies and apply them consistently from one accounting period to

another;



make judgements and estimates that are reasonable and prudent;



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



value separately the components of asset and liability items on a prudent basis.

The Directors are 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, 1995.

They are also responsible for

safeguarding the assets of the Company and for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The Directors,

through

oversight

management,

are

responsible

ensure

that

the

Company establishes and maintains internal controls to provide reasonable assurance with regard

to reliability of financial reporting, effectiveness and efficiency of operations and compliance with

applicable laws and regulations.

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



the financial statements give a true and fair view of the financial position of the

Company as at 31 March 2026, and of its financial performance and its cash flows for the

period then ended in accordance with International Financial Reporting Standards as adopted

by the EU; and



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

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

uncertainties that the Company faces.

Going Concern Statement Pursuant to Capital Markets Rule 5.68

The Directors have assessed the Company’s ability to continue as a going concern and are satisfied

that the Company has adequate resources to continue in operational existence for the foreseeable

future. In making this assessment, the Directors have considered the Company’s dependence on the

wider liquidity framework of the Group.

Accordingly, the Directors have adopted the going concern basis in the preparation of the financial

statements.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Directors’ report - continued

Auditors

The auditors have expressed their willingness to remain in office and a resolution proposing their

reappointment will be put before the members at the annual general meeting.

On behalf of the board

Registered office:

BLB009Y,

Bulebel Industrial Estate,

Zejtun, ZTN 3000,

Malta

28 July 2026

James Barbara

Arthur Gauci

Director

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Corporate governance - Statement of compliance

Introduction

Pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority (“MFSA”),

James B. 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 ‘Code’) contained in Appendix 5.1 to Chapter 5 of

the Capital Markets Rules.

Part 1: Compliance with the Code

The Board of Directors (the “Board”) acknowledges that the Code does not dictate or prescribe

mandatory rules but recommends principles of good practice. Nevertheless, the Board strongly

believes that the Code is in the best interest of the shareholders and other stakeholders since they

ensure that the Directors and management of the Company adhere to internationally recognised high

standards of corporate governance.

The Company currently has a corporate decision-making and supervisory structure that is tailored to

suit the Company’s requirements and designed to ensure the existence of adequate checks and

balances within the Company, whilst retaining an element of flexibility, particularly in view of the size

of the Company and the nature of its business.

The Company does not have any Equity Securities in

issue, is privately held and has no institutional shareholders. Consequently, and in accordance with

Capital Markets Rule 5.101, the Company is exempt from disclosing in this Statement, information

prescribed by Capital Markets Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.8.

Principle 1: The Board of Directors

The Board of Directors is responsible for devising a strategy and setting policies of the Company. It is

also responsible for reviewing internal controls procedures, financial performance and business risks

facing the Company, ensuring that these are adequately identified, evaluated, managed and

minimised. The Board is also responsible for decisions relating to the redemption of the Bond, and for

monitoring that its operations are in conformity with the prospectus and all relevant rules and

regulations.

Clear internal and external reporting lines are established with a view to ensuring that the Board can

properly discharge its obligation to take decisions in the best interests of the Company. The Board has

established an audit committee to monitor the Company’s present and future operations, threats and

risks in the external environment and current and future strengths and weaknesses. The audit

committee ensures that the Company has the appropriate policies and procedures in place to ensure

that the Company and its employees maintain the highest standards of corporate conduct, including

compliance with applicable laws, regulations, business and ethical standards. The audit committee

has a direct link to the Board and is represented by the chairman of the audit committee in all board

meetings.

The Company has a structure that ensures a mix of executive and non-executive directors and that

enables the Board to have direct information about the Company's performance and business

activities. The Board should ensure that 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. Committees should be provided with sufficient

resources to undertake their duties.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Principle 3: Composition of the Board

The Board is currently composed of six members, three of whom are completely independent from the

Company or any other related companies. The combined and varied knowledge, experience and skills

of the Board members provide the balance of competences that are required and adds value to the

functioning of the Board and gives direction to the Company.

The Board is composed of:

Mr James Barbara – Chairman

Mr Arthur Gauci – Executive director

Mr Frederick Azzopardi – Executive director

Mr Antoine Portelli – Independent, non-executive director

Mr Joseph Bonello – Independent, non-executive director

Dr Ian J Stafrace – Independent, non-executive director

Mr Antoine Portelli, Mr Joseph Bonello, and Dr Ian J Stafrace are considered by the Board as

independent directors since they

are

free

any

significant

business relationship,

family

other

relationships

with

the

Issuer, its controlling shareholder or the management of either, that creates a

conflict of interest such as to impair their judgement. In assessing Mr Portelli's, Mr Bonello’s, and Dr

Stafrace's independence, due notice has been taken to Section 5.117 of the Capital Markets Rules.

An election of Directors shall take place every year. All Directors, except a Managing Director, shall

retire from office once at least in each three (3) years, but shall be eligible for re-election. The Articles

of Association of the Company clearly sets out the procedures to be followed in the appointment of

directors.

Principle 4: The Responsibilities of the Board

The Board has the first level responsibility for executing the four basic roles of Corporate Governance,

namely

accountability,

monitoring,

strategy formulation and

policy

development.

The

Board seeks to monitor effectively the implementation of strategy and policy by management.

Apart from setting the strategy and direction of the company, the Board retains direct responsibility for

approving and monitoring:



direct supervision, supported by expert professional advice as appropriate, on the issue and

listing of bonds;



that the proceeds of the bonds are applied for the purposes for which they were sanctioned as

specified in the offering memoranda of the bonds in issue;



proper utilisation of the resources of the company;



approval of

the

annual

financial

report

and

financial

statements

and

relevant

public

announcements and for the company’s compliance with its continuing listing obligations.

Principle 5: Board Meetings

Board meetings concentrate mainly on strategy, operational performance and financial performance of

the Company. After each Board meeting and before the next, Board minutes that faithfully record

attendance, key issues and decisions are sent to the directors.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Principle 5: Board Meetings

- continued

The Board meets as often as required in line with the nature and demands of the business of the

Company. The Board also delegates specific responsibilities to the management team of the

Company.

Directors attend meetings on a frequent and regular basis and dedicate the necessary

time and attention to their duties as Directors of the Company.

The board met twice during the period

under review.

The number of board meetings attended by Directors for the period under review is as

follows:

Members

Meetings attended

Meetings excused

Total held during tenure

Mr James Barbara

Mr Arthur Gauci

Mr Frederick Azzopardi

Mr Antoine Portelli

Mr Joseph Bonello

Dr Ian J Stafrace

Principle 6: Information and Professional Development

Each director is made aware of the Company’s on-going obligations in terms of the Companies Act,

the Capital Markets Rules and other relevant legislation, and has been provided with the Code of

Dealing required in terms of Capital Markets Rules 5.106 and training in respect of their obligations

arising thereunder. Whenever a conflict of interest in decision making arises, they refrain from

participating in such decisions. The Company ensures that it provides directors with relevant

information to enable them to effectively contribute to board decisions.

Principle 8: Committees

Audit Committee

During the current financial year, the Audit Committee met four times with full attendance.

The Terms of Reference of the Audit Committee, which were approved by the Malta Financial

Services Authority, are modelled on the principles set out in the Capital Markets Rules themselves.

The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibility by

reviewing the group financial statements and disclosures, monitoring the system of internal control

established by management as well as the audit process. The Committee also has the authority to

summon any person to assist it in the performance of its duties, including the Company’s external

auditors.

In addition, unless otherwise dealt with in any other manner prescribed by the Capital

Markets Rules, the Audit Committee has the responsibility to,

inter alia

, monitor and scrutinise, and, if

required, approve Related Party Transactions, if any, falling within the ambits of the Capital Markets

Rules and to make its recommendations to the Board of any such proposed Related Party

Transactions.

The Board established the Audit Committee, which meets regularly, with a minimum of four times

annually, and is currently composed of the following individuals:

Dr Ian Stafrace - Chairman

Mr Antoine Portelli

Mr Joseph Bonello

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Principle 8: Committees

- continued

Audit Committee

- continued

All three members are non-executive Directors on the Board and are the majority are independent of

the Issuer as required by Section 5.117 of the Capital Markets Rules. Furthermore, Mr Antoine

Portelli, a non-executive member of the committee, is competent in accounting and/or auditing in

terms of the Capital Markets Rules.

Communication with and between the Company Secretary, top level management and the Committee

is ongoing and considerations that require the Committee’s attention are acted upon between

meetings and decided by the Members (where necessary) through electronic circulation and

correspondence. As required by the Companies Act (Chapter 386 of the Laws of Malta) and the

Capital Markets Rules, the financial statements of the Company are subject to annual audit by its

external auditors. Moreover, the non-executive Directors have direct access to the external auditors of

the Company, who attend the Board meetings at which the Company’s financial statements are

approved. Moreover, in ensuring compliance with other statutory requirements and with continuing

listing obligations, the Board is advised directly, as appropriate, by its appointed broker and legal

advisor.

The Company has formal mechanisms to monitor dealings by restricted persons in the bonds of the

Company and has also put in place the appropriate mechanisms for the advance notification of such

dealings.

Internal Control

The Company’s system of internal controls is designed to manage all the risks in the most appropriate

manner. However, such controls cannot provide an absolute elimination of all business risks or losses.

Therefore, the Board, inter alia, reviews the effectiveness of the Company’s system of internal controls

in the following manner:

Reviewing the Company’s strategy on an on-going basis as well as setting the appropriate

business objectives in order to enhance value for all stakeholders;

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

monitoring business operations in order to achieve Company objectives;

Identifying and ensuring that significant risks are managed satisfactorily; and

Ensuring that Company policies are being observed.

Principle 9: Relations with Shareholders and with the Market and Principle 10: Institutional

Shareholders

The Company has communicated effectively with the market through company announcements and

financial information published by the Company.

Principle 11: Conflicts of Interest

Mr Arthur Gauci, Mr Frederick Azzopardi and Mr James Barbara are executive officers of the

Company. Mr James Barbara has an indirect beneficial interest in the share capital of the Company

whilst Mr Arthur Gauci and Mr Frederick Azzopardi have a minority interest in a subsidiary of the

group, Kore Air services Limited and Kore Inflight Services Ltd.

As such they are susceptible to

conflicts arising between the potentially diverging interests of the shareholders and the Company.

During the financial period under review, no private interests or duties unrelated to the Company

were disclosed by the Directors which were or could have been likely to place any of them in conflict

with any interests in, or duties towards, the Company.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Principle 11: Conflicts of Interest

- continued

The Audit Committee has the task to ensure that any potential conflicts of interest are resolved in the

best interest of the Company. Furthermore,

accordance with the provisions of article 145 of

the

Companies Act (Cap. 386 of the Laws of Malta), every Director who is in any way, whether directly or

indirectly, interested in a contract or proposed contract with the Company is under the duty to fully

declare his interest in the relevant transaction to the Board at the first possible opportunity and he will

not be entitled to vote on matters relating to the proposed transaction and only parties who do not

have any conflict in considering the matter will participate in the consideration of the proposed

transaction (unless the Board finds no objection to the presence of such Director with conflict of

interest).

Principle 12: Corporate Social Responsibility

The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its

management practices and is committed to enhance the quality of life of all stakeholders and of the

employees of the Company and the Group.

Part 2: Non-compliance with the Code

Principle 7: Evaluation of the Board’s performance

Under the present circumstances, 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 always under scrutiny of

the shareholders of the Company.

Principle 8: Committees

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

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

officers or employees other than the Directors and the company secretary, it is not considered

necessary for the Issuer to maintain a remuneration committee and a nomination committee.

Principle 10: Institutional shareholders

This principle is not applicable since the Company has no institutional shareholders.

igned on behalf of the Board of Directors by:

28 July 2026

James Barbara

Arthur Gauci

Chairman

Director

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

Report on the audit of the financial statements

________________________________________________________________

Opinion

In our opinion, the accompanying financial statements (the “financial statements”) of James B.

Finance p.l.c. (the “Company”):



Give a true and fair view of the financial position of the Company as at 31 March 2026,

and of its financial performance and its cash flows for the period then ended in

accordance with IFRS Accounting Standards as adopted by the EU (‘IFRSs’); and



Have been prepared in accordance with the requirements of the Maltese Companies Act

(Cap. 386) (the “Act”).

What we have audited

The Company’s financial statements, which comprise:



the statement of financial position as at 31 March 2026;



the statement of profit or loss and other comprehensive income for the period then

ended;



the statement of changes in equity for the period then ended;



the statement of cash flows for the period then ended; and



the notes to the financial statements, which include material accounting policies and

other explanatory information.

_________________________________________________________________

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the

Auditor’s Responsibilities

for the

Audit of the Financial Statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

_________________________________________________________________

Independence

We are independent of the Company in accordance with the International Ethics Standards

Board for Accountants’

International Code of Ethics for Professional Accountants (including

International Independence Standards) (‘IESBA Code’)

as applicable to audits of financial

statements of public interest entities, together with the ethical requirements of the

Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the

Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements

in Malta. We have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

To the best of our knowledge and belief, we declare that non-audit services that we have

provided to the company are in accordance with the applicable law and regulations in Malta

and that we have not provided non-audit services that are prohibited under Article 18A of the

Accountancy Profession Act (Cap. 281).

The non-audit services that we have provided to the Company, for the period from 10

September 2025 to 31 March 2026, are disclosed in note 6.3 to the financial statements.

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period. 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. For each matter

below, our description of how our audit addressed the matter is provided in that context.

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 respond to our

assessment of the risks 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.

Recoverability of loans to parent and related companies

The loans receivable from parent and related companies as described in note 9 to the financial

statements, represent 79.3% of the Company’s total assets as of 31 March 2026. The loan

receivable is classified as financial asset at amortised cost measured using the effective interest

method and is subject to impairment, as described in note 2.3. The Company recognises an

allowance for expected credit losses based on the cash flows that the Company expects to

receive. The recoverability assessment of the loan receivable considers the financial position

and performance of the parent and related companies, as well as their cash flow projections.

Due to the significance of the balance of the loans receivable from parent and related

companies, and the dependency of the Company on the performance and recoverability of such

loan to meet its ongoing obligations, we have considered the recoverability of the loan

receivable a key audit matter.

How our audit addressed the key audit matter

Our audit procedures over the recoverability of the loan receivable from the parent and related

companies include amongst others:



inspecting the loan agreements and agreeing the significant terms and conditions to the

executed agreements with the parent and related companies, and assessing whether the

performance of these loans have been in line with those terms;



obtaining confirmations of the outstanding loan balances with the parent and related

companies’ accounting records; and



evaluating the directors' assessment of the recoverability of the loan receivable. This

included assessing the cash flow projections prepared by management, evaluating the

reasonableness of the key assumptions underpinning the forecast cash inflows and

outflows, considering their consistency with our understanding of the business, the

industry and historical performance, and assessing the financial position and performance

of the relevant entities in support of management's recoverability assessment.

We have also assessed the relevance and adequacy of disclosures related to the loan receivable

from parent and related company presented in note 9.2 to the financial statements.

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Other Information

The directors are responsible for the other information. The other information comprises the

‘Directors’ report’ and the ‘Corporate governance – Statement of compliance’, which we

obtained up to the date of this auditor’s report. However, the other information does not

include 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 for the financial statements

The directors are responsible for the preparation of the financial statements that give a true

and fair view in accordance with IFRSs and are properly prepared in accordance with the

provisions of the Act, and for such internal control as the directors determine is necessary to

enable the preparation of financial statements that are free from material misstatements,

whether due to fraud or error.

In preparing the financial statements the directors are responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend to

liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The directors are also responsible for overseeing the financial reporting process.

_________________________________________________________________

Auditors’ 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

auditors’ 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 ISAs, we exercise professional judgement and maintain

professional skepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Auditors’ responsibility for the audit of the financial statements – continued

•

Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the directors.

•

Conclude on the appropriateness of the directors' use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Company’s

ability to continue as a going concern. If we conclude that a material uncertainty exists, we

are required to draw attention in our auditors’ report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditors’ report.

However, future events or conditions may cause the Company to cease to continue as a

going concern.

•

Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

We communicate with the directors 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

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditors’

report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would reasonably be expected to outweigh

the public interest benefits of such communication.

_________________________________________________________________

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Report on other Legal and Regulatory Requirements

Opinion on the Directors’ Report

The directors are responsible for preparing a directors’ report in accordance with the provisions of

article 177 of the Act.

We are required to consider whether the information given in the directors’ report for the accounting

period for which the financial statements are prepared is consistent with those financial statements;

and, if we are of the opinion that it is not, we shall state that fact in our report.

We have nothing to

report in this regard.

Pursuant to article 179(3) of the Act, we are also required to:

•

express an opinion on whether the directors’ report has been prepared in accordance with

the applicable legal requirements; and

•

state whether, in the light of the knowledge and understanding of the entity and its

environment obtained in the course of our audit of the financial statements, we have

identified material misstatements in the directors’ report, giving an indication of the nature

of any such misstatements.

In such regards:

•

in our opinion, the directors’ report has been prepared in accordance with the applicable legal

requirements; and

•

we have not identified material misstatements in the directors’ report.

Matters on which we are required to report by exception by the Act

Pursuant to articles 179(10) and 179(11) of the Act, we have nothing to report to you with

respect to the following matters:



proper accounting records have not been kept; or



the financial statements are not in agreement with the accounting records; or



we have not obtained all the information and explanations which, to the best of our

knowledge and belief, we require for the purpose of our audit.

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Report on other Legal and Regulatory Requirements – continued

Matters on which we are required to report by the Capital Markets Rules

The Capital Markets Rules issued by the Malta Financial Services Authority require the Directors to

prepare and include in their Annual Report a Corporate governance – Statement of compliance

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 period with those Principles.

The Capital Markets Rules also require the auditors to include a report on the Statement of

Compliance 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 its 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 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 return.

We are not required to, and we do not, consider whether the Board’s statement on internal

control included in the Statement of Compliance cover all risks and controls, or form an

opinion on the effectiveness of the Company’s corporate governance procedures or its risks and

control procedures.

In our opinion:



the corporate governance statement set out on pages 6 to 10 has been properly prepared in

accordance with the requirements of the Capital Markets Rules issued by the Malta

Financial Services Authority



in the light of the knowledge and understanding of the Company and its environment

obtained in the course of the audit the information referred to in Capital Markets Rules

5.97.4 and 5.97.5 are free from material misstatement.

Other requirements

Under the Capital Markets Rules we also have the responsibility to review the statement made

by the Directors, set out on pages 3 to 4, that the business is a going concern, together with

supporting assumptions or qualifications as necessary.

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

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Report on other Legal and Regulatory Requirements – continued

Report on compliance with the requirements of the European Single Electronic

Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital

Markets Rule 5.55.6

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 period

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, including the

financial statements, 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, 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:



Obtaining an understanding of the entity’s financial reporting process, including the

preparation of the annual financial report in XHTML format.



Examining whether the annual financial report has been prepared in XHTML format.

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 period ended 31 March 2026 has been

prepared in XHTML format in all material respects.

Appointment

We were first appointed as auditors of the Company for the period ended 31 March 2026. This

was the Company’s first financial period and thus our first period of appointment as statutory

auditors.

Consistency with the additional report to the audit committee

Our audit opinion on the financial statements expressed herein is consistent with the

additional report to the audit committee of the Company, which was issued on the same date as

this report.

CLA Malta is a Civil Partnership registered in Malta bearing registration number LPA-92,

with

offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)

CLA Malta is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of James B. Finance p.l.c.

_________________________________________________________________

Use of our Report

Our report, including the opinions, has been prepared for and only for the Company’s

shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386)

and for no other purpose. We do not, in giving these opinions, accept or assume responsibility

for any other purpose or to any other person to whom this report is shown or into whose hands

it may come save where expressly agreed by our prior written consent.

_________________________________________________________________

The Principal authorised to sign on behalf of CLA Malta on the audit resulting in this

independent auditors’ report is Norbert Bugeja.

CLA Malta

Registered Auditors

28 July 2026

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Statement of financial position

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

The financial statements on pages 19 to 44 were authorised for issue by the Board of Directors on 28

July 2026 and were signed on its behalf by:

As at 31 March

Note

2026

ASSETS

€

Non-current assets

Financial assets at amortised cost

9.2

23,968,988

Current assets

Trade and other receivables

650,328

Investment in financial assets

9.3

5,012,158

Cash and cash equivalents

589,538

Total current assets

6,252,024

Total assets

30,221,012

EQUITY AND LIABILITIES

Share Capital

250,000

Accumulated losses

(68,149)

Fair value reserve

12,266

Total equity

194,117

Non-current liabilities

Borrowings

9.4

29,363,660

Current liabilities

Trade and other payables

658,117

Current tax liability

5,118

Total current liabilities

663,235

Total liabilities

30,026,895

Total equity and liabilities

30,221,012

James Barbara

Arthur Gauci

Director

James B Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Statement of profit or loss and other comprehensive income

For the period from

10 September 2025

to 31 March 2026

Note

€

Revenue

647,828

Operating expenses

6.1

(57,536)

Operating profit

590,292

Finance expense

6.2

(653,323)

Loss before tax

(63,031)

Income tax expense

(5,118)

Loss for the period

(68,149)

Other comprehensive income

Items that may subsequently be reclassified to profit or loss:

Fair

value gain on debt securities at FVOCI

9.3

12,266

Total comprehensive income for the period

(55,883)

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

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Statement of changes in equity

Share capital

Fair value

reserve

Accumulated

losses

Total

€

Changes in equity for 2026

Transactions with the owners

of the Company

Contributions and distributions

Issue of ordinary shares

250,000

Total comprehensive income

for the period

Loss for the period

(68,149)

OCI for the period

12,266

Total comprehensive income

for the period

12,266

(68,149)

(55,883)

As at 31 March 2026

250,000

12,266

(

149

)

194,117

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

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Statement of cash flows

Note

2026

€

Cash flow from operating activities

Loss for the period

(

149

)

Adjustments for:

Bond interest expense

3,205

Amortisation of bond issue cost

20,118

nterest income

(

455

921

)

Income tax expense

5,118

Movement in work

ing capital for:

Trade and other receivables

(

194,407

)

Trade and other payables

24,912

Net cash outflow from operating activities

(

35,124

)

Cash flow from investing activities

Loans

advanced

to related par

ties

(23,968,988)

Investment in government treasury bonds

(4,999,892)

Net cash outflow used in investing activities

(28,968,880)

Cash flow

from

financing activities

Issue

of share capital

250,000

Net proceeds from bond issuance

29,

601

Other bond issue expenses

(257,682)

Net cash

flow

from

financing activities

29,

593

542

Movement in cash and cash equivalents

589,538

Cash and cash equivalents at the beginning of the

period

Cash and cash equivalents at the end of the

period

589,538

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

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Notes to the financial statements

Basis of preparation

1.1

Statement of compliance

These financial statements of James B. Finance p.l.c. (the ‘Company’) have been prepared and

presented in accordance with the IFRS Accounting Standards as adopted by the EU (“IFRSs”)

and with the requirements of the Maltese Companies Act (Cap. 386) (the “Act”).

The principal

activity of the Company is to raise finance and provide funding to related parties within the

Group.

1.2

Basis of measurement

The financial statements have been prepared on the historical cost basis except where IFRS

requires the use of fair value of other measurement bases.

1.3

Functional and presentation currency

The financial statements are presented in Euro, which is the Company’s functional currency.

1.4

Use of estimates and assumptions

The preparation of financial statements in conformity with IFRS requires the use of certain

judgments, estimates and assumptions that affect the application of accounting policies and the

reported amounts of assets, liabilities, income and expenses. Actual results may differ from

these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimates are revised and in

any future periods affected.

The directors have determined that there are no significant accounting estimates or

assumptions that have a material impact on the financial statements.

1.4.1

Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of

fair values, for both financial and non

‑

financial assets, and financial and non

‑

financial liabilities.

The Company has an established control framework with respect to the measurement of fair

values. This includes a team that has overall responsibility for overseeing all significant fair

value measurements, including Level 3 fair values, and reports directly to the financial

controller.

The team regularly reviews significant unobservable inputs and valuation adjustments. If third

party information, such as broker quotes or pricing services, is used to measure fair values,

then the team assesses the evidence obtained from the third parties to support the conclusion

that these valuations meet the requirements of the Accounting Standards, including the level in

the fair value hierarchy in which the valuations should be classified.

Significant valuation issues are reported to the Company’s audit committee.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Basis of preparation -

continued

1.4

Use of estimates and assumptions

- continued

1.4.1

Measurement of fair values - continued

When measuring the fair value of an asset or a liability, the Company uses observable market

data as far as possible. Fair values are categorised into different levels in a fair value hierarchy

based on the inputs used in the valuation techniques as follows:

•

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2: inputs other than quoted prices included in Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•

Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of

the fair value hierarchy, then the fair value measurement is categorised in its entirety in the

same level of the fair value hierarchy as the lowest level input that is significant to the entire

measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the

reporting period during which the change has occurred.

1.5

Operating segments

The financial information reviewed by the Board of Directors is prepared on the basis of a

single operating segment.

Material accounting policies

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

out below. These policies have been consistently applied, unless otherwise stated.

2.1

Foreign currency amounts

Transactions in foreign currencies are translated into the functional currency of the Company at

the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the

functional currency at the exchange rate at the reporting date. Non

‑

monetary assets and

liabilities that are measured at fair value in a foreign currency are translated into the functional

currency at the exchange rate when the fair value was determined. Non

‑

monetary items that are

measured based on historical cost in a foreign currency are translated at the exchange rate at

the date of the transaction. Foreign currency differences are generally recognised in profit or

loss and presented within finance costs.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.2

Financial instruments

2.2.1

Recognition and initial measurement

Financial assets and financial liabilities are initially recognised when the Company becomes a

party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or

financial liability is initially measured at fair value plus or minus, for an item not at FVTPL,

transaction costs that are directly attributable to its acquisition or issue. A trade receivable

without a significant financing component is initially measured at the transaction price.

However, if the Company has an unconditional right to an amount that differs from the

transaction price (e.g. due to the Company’s refund policy), the trade receivable will be initially

measured at the amount of that unconditional right.

2.2.2

Classification and subsequent measurement

2.2.2.1 Financial assets

(i)

Financial assets – classification

On initial recognition, a financial asset is classified as subsequently measured at: amortised

cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Company

changes its business model for managing financial assets, in which case all affected financial

assets are reclassified on the first day of the first reporting period following the change in the

business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is

not designated as at FVTPL:



it is held within a business model whose objective is to hold assets to collect

contractual cash flows; and



its contractual terms give rise on specified dates to cash flows that are solely payments

of principal and interest (SPPI) on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not

designated as at FVTPL:



it is held within a business model whose objective is achieved by both collecting

contractual cash flows and selling financial assets; and



its contractual terms give rise on specified dates to cash flows that are SPPI on the

principal amount outstanding.

On initial recognition of certain equity investments that are not held for trading, the Company

has made an irrevocable election to present subsequent changes in the investment’s fair value

in OCI. This election is made on an investment

‑

investment basis.

All financial assets not measured at amortised cost or FVOCI as described above (e.g. financial

assets held for trading and those that are managed and whose performance is evaluated on a

fair value basis) are measured at FVTPL. This includes all derivative financial assets.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.2

Financial instruments

– continued

2.2.2

Classification and subsequent measurement - continued

2.2.2.1 Financial assets -

continued

(ii) Financial assets – Business model assessment

The Company makes an assessment of the objective of the business model in which a financial

asset is held at a portfolio level because this best reflects the way the business is managed and

information is provided to management. The information considered includes:

•

the stated policies and objectives for the portfolio and the operation of those policies in

practice. These include whether management’s strategy focuses on earning contractual

interest income, maintaining a particular interest rate profile, matching the duration of the

financial assets to the duration of any related liabilities or expected cash outflows or

realising cash flows through the sale of the assets;

•

how the performance of the portfolio is evaluated and reported to the Company’s

management;

•

the risks that affect the performance of the business model (and the financial assets held

within that business model) and how those risks are managed;

•

how managers of the business are compensated – e.g. whether compensation is based on

the fair value of the assets managed or the contractual cash flows collected; and

•

the frequency, volume and timing of sales of financial assets in prior periods, the reasons

for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition

are not considered sales for this purpose, consistent with the Company’s continuing recognition

of the assets.

The business models of the Company are Held to collect.

The Company holds financial assets

which arise from its operation business. The objective of the business model for these financial

instruments is to collect the amounts due from the Company’s receivables and to earn

contractual interest income on the amounts collected, if any. The Company does not have other

business models.

(iii) Financial assets – Assessment whether contractual cash flows are SPPI

In assessing whether the contractual cash flows are SPPI, 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:



contingent events that would change the amount or timing of cash flows;



terms that may adjust the contractual coupon rate, including variable

‑

rate features;



prepayment and extension features; and



terms that limit the Company’s claim to cash flows from specified assets (e.g.

non

‑

recourse features).

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.2

Financial instruments

– continued

2.2.2

Classification and subsequent measurement - continued

2.2.2.1 Financial assets -

continued

(iii) Financial assets – Assessment whether contractual cash flows are SPPI - continued

A prepayment feature is consistent with the SPPI criterion if the prepayment amount

substantially represents unpaid amounts of principal and interest on the principal amount

outstanding, which may include reasonable compensation for early termination of the contract.

Additionally, for a financial asset acquired at a discount or premium to its contractual par

amount, a feature that permits or requires prepayment at an amount that substantially

represents the contractual par amount plus accrued (but unpaid) contractual interest (which

may also include reasonable compensation for early termination) is treated as consistent with

this criterion if the fair value of the prepayment feature is insignificant on initial recognition. The

Company had no financial assets held outside trading business models that failed the SPPI

assessment.

(iv) Financial assets – Subsequent measurement and gains and losses

•

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net

gains and losses, including any interest or dividend income, are recognised in profit or loss.

•

Financial assets at amortised cost: These assets are subsequently measured at amortised

cost under the effective interest method. The gross carrying amount is reduced by

impairment losses. Interest income, foreign exchange gains and losses and impairment are

recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

•

Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest

income calculated under the effective interest method, foreign exchange gains and losses

and impairment are recognised in profit or loss. Other net gains and losses are recognised

in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or

loss.

•

Equity investments at FVOCI: These assets are subsequently measured at fair value.

Dividends are recognised as income in profit or loss unless the dividend clearly represents a

recovery of part of the cost of the investment. Other net gains and losses are recognised in

OCI and are never reclassified to profit or loss. On derecognition, gains and losses

accumulated in OCI are transferred to retained earnings.

2.2.2.2 Financial liabilities

(i) Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are measured at amortised cost or FVTPL. A financial liability is measured at

FVTPL if it is classified as held

‑

for

‑

trading, it is a derivative or it is designated as such on initial

recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses,

including any interest expense, are recognised in profit or loss. Other financial liabilities are

subsequently measured at amortised cost under the effective interest method. Interest expense

and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on

derecognition is also recognised in profit or loss.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.2

Financial instruments

– continued

2.2.3

Derecognition

2.2.3.1 Financial assets

The Company derecognises financial assets on the date on which the contractual rights to the

cash flows expire or the asset is transferred.

The Company enters into transactions whereby it transfers assets recognised in its statement of

financial position but retains either all or substantially all of the risks and rewards of the

transferred assets. In these cases, the transferred assets are not derecognised.

2.2.3.2 Financial liabilities

The Company derecognises financial liabilities 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.

2.2.4

Offsetting

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

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

there is an intention to settle on a net basis or realise the asset and settle the liability

simultaneously.

2.3

Impairment

2.3.1

Non-derivative financial assets

2.3.1.1 Financial instruments and contract assets

The Company recognises loss allowances for Expected credit losses (‘ECLs’) on:

•

financial assets measured at amortised cost (cash and cash equivalents, and trade and

other receivables);

•

debt securities measured at FVOCI (disclosed as part of ‘other investments including

derivatives’; and

•

contract assets.

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

following, which are measured at 12

‑

month ECLs:

•

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

•

other debt securities and bank balances for which credit risk (that is, the risk of default

occurring over the expected life of the financial instrument) has not increased significantly

since initial recognition.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.3

Impairment

– continued

2.3.1

Non-derivative financial assets – continued

2.3.1.1 Financial instruments and contract assets – continued

Loss allowances for trade receivables and contract assets are always measured at an amount

equal to lifetime 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. This includes

both quantitative and qualitative information and analysis, based on the Company’s historical

experience and informed credit assessment, that includes forward

‑

looking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is

more than 30 days past due.

The Company considers a financial asset to be in default when:

•

the debtor 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.

The Company considers a debt security to have low credit risk when its credit risk rating is

equivalent to the globally understood definition of ‘investment grade’. The Company considers

this to be Baa3 or higher per Moody’s or BBB

‑

or higher per Standard & Poor’s.

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

a financial instrument.

‑

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.

2.3.1.2 Measurement of ECLs

ECLs are a probability

‑

weighted estimate of credit losses. Credit losses are measured as the

present value of all cash shortfalls (that is, the difference between the cash flows due to the

entity in accordance with the contract and the cash flows that the Company expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

2.3.1.3 Credit-impaired financial assets

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

cost and debt securities at FVOCI are credit

‑

impaired. A financial asset is ‘credit

‑

impaired’

when one or more events that have a detrimental impact on the estimated future cash flows of

the financial asset have occurred.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.3

Impairment

– continued

2.3.1

Non-derivative financial assets – continued

2.3.1.3 Credit-impaired financial assets – continued

Evidence that a financial asset is credit

‑

impaired includes the following observable data:

•

significant financial difficulty of the debtor;

•

a breach of contract such as a default or being more than 90 days past due;

•

the restructuring of a loan or advance by the Company on terms that the Company would

not consider otherwise;

•

it is probable that the debtor will enter bankruptcy or other financial reorganisation; or

•

the disappearance of an active market for a security because of financial difficulties.

2.3.1.4 Presentation of allowance for ECL in the statement of financial position

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

carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to

profit or loss and is recognised in OCI.

2.3.1.5 Write-off

The gross carrying amount of a financial asset is written off when the Company has no

reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For

individual customers, the Company has a policy of writing off the gross carrying amount when

the financial asset is 180 days past due based on historical experience of recoveries of similar

assets. For corporate customers, the Company individually makes an assessment with respect

to the timing and amount of write

‑

off based on whether there is a reasonable expectation of

recovery. The Company expects no significant recovery from the amount written off. However,

financial assets that are written off could still be subject to enforcement activities in order to

comply with the Company’s procedures for recovery of amounts due

2.3.2

Non-financial assets

At each reporting date, the Company reviews the carrying amounts of any non-financial assets

to determine whether there is any indication of impairment. Where such an indication exists, the

recoverable amount of the asset is estimated, and an impairment loss is recognised to the

extent that the carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset's fair value less costs of disposal and its

value in use. Impairment losses are recognised in profit or loss and are reversed where there

has been a change in the estimates used to determine the recoverable amount.

As at the reporting date, the Company did not hold any material non-financial assets requiring

impairment assessment.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.4

Share Capital

Ordinary shares issued by the Company are classified as equity. Incremental costs directly

attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the

proceeds.

Dividends to holders of equity instruments are recognised as liability in the period in which they

are declared. Dividends to holders of equity instruments are recognised directly in equity.

2.5

Provisions

Provisions are recognized when the entity has a present obligation (legal or constructive) as a

result of a past event, it is probable that an outflow of economic resources will be required to

settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the best estimate of the expenditure required to settle the obligation

at the reporting date. When the effect of the time value of money is material, provisions are

discounted using a pre-tax discount rate that reflects the current market assessments of the

time value of money and the risks specific to the liability. The unwinding of the discount is

recognized as a finance cost in the profit or loss statement.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

If it is no longer probable that an outflow of resources will be required, the provision is reversed.

2.6

Finance Income and Finance Cost

Finance income and finance cost are accrued on a time basis, by reference to the principal

outstanding and at the effective interest rate applicable.

Finance income is recognised to the extent that it is probable that future economic benefits will

flow to the Company and these can be measured reliably.

Finance costs include interest incurred on bank loans, bonds issued by the Company, and

amounts due to the ultimate parent company, as well as the amortisation of bond issue costs

and other charges related to financing arrangements. Borrowing costs are expensed in the

period in which they are incurred, unless they relate to the acquisition, construction, or

production of a qualifying asset, in which case they are capitalised.

2.7

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and short-term highly

liquid investments that are readily convertible to known amounts of cash and which are subject

to an insignificant risk of changes in value.

Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash

management are included as a component of cash and cash equivalents for the purpose of the

statement of cash flows and are presented in current liabilities on the statement of financial

position.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.8

Income Tax

Income tax expense comprises current and deferred tax. Income tax expense is recognised in

profit or loss except to the extent that the tax arises from a transaction or event which is

recognised directly in equity, in which case it is recognised in equity.

Current tax is based on the taxable profit for the year, as determined in accordance with tax

laws, and measured using tax rates, which have been enacted or substantively enacted by the

balance sheet date.

Deferred tax is measured at the tax rates that are expected to apply to the year when the asset

is realised or the liability is settled, based on tax rates and tax laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax is recognised on temporary differences arising from differences between the

carrying amount of assets and liabilities in the financial statements and the corresponding tax

bases used in the computation of taxable profit. The Company recognises a deferred tax

liability in respect of all taxable temporary differences and a deferred tax asset in respect of all

deductible temporary differences except to the extent that such deferred tax liability arises from

the initial recognition of goodwill or the deferred tax asset/liability arises from the initial

recognition of an asset or liability which is not a business combination and at the time of the

transaction, affects neither accounting profit nor taxable profit (loss).

Recognition of a deferred tax asset is however limited to the extent that it is probable that

taxable profit will be available against which the deductible temporary difference can be utilised.

The Company re-assesses any unrecognised deferred tax asset at each balance sheet date to

determine whether future taxable profit has become probable that allows the deferred tax asset

to be recovered.

2.9

Revenue recognition

The Company's principal activity is to raise finance and provide funding to related parties within

the Group. Revenue principally comprises interest income and administration fee income arising

from loans advanced to shareholder companies and other related parties.

Revenue is measured based on the consideration to which the Company expects to be entitled

under the contractual terms of the relevant loan agreements.

Interest income is recognised using the effective interest method and is accrued over the period

to which it relates, based on the outstanding loan balance and the applicable contractual interest

rate.

Administration fee income is recognised on an accrual basis and is calculated as a percentage

of the outstanding loan balance in accordance with the respective loan agreements.

Revenue is recognised through periodic accruals based on the terms of the underlying

agreements. Amounts earned but not yet received at the reporting date are recognised as

accrued income within financial assets. The Company’s revenue arrangements do not contain

significant variable consideration, material financing components requiring separate accounting

treatment, or other performance obligations requiring allocation under IFRS 15.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Material accounting policies

– continued

2.9

Revenue recognition

– continued

Revenue is recognised from the following principal sources:



Interest income on loans to related parties;



Administration fee income on loans to related parties; and



Other incidental financing-related income, where applicable.

2.10

Fair value measurement

‘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 in the principal or, in

its absence, the most advantageous market to which the Company has access at that date.

The fair value of a liability reflects its non

‑

performance risk.

A number of the Company’s accounting policies and disclosures require the measurement of

fair values, for both financial and non

‑

financial assets, and financial and non

‑

financial liabilities.

When one is available, the Company measures the fair value of an instrument using the quoted

price in an active market for that instrument. A market is regarded as ‘active’ if transactions for

the asset or liability take place with sufficient frequency and volume to provide pricing

information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques

that maximise the use of relevant observable inputs and minimise the use of unobservable

inputs. The chosen valuation technique incorporates all of the factors that market participants

would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the

Company measures assets and long positions at a bid price and liabilities and short positions at

an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the

transaction price – that is, the fair value of the consideration given or received. If the Company

determines that the fair value on initial recognition differs from the transaction price and the fair

value is evidenced neither by a quoted price in an active market for an identical asset or liability

nor based on a valuation technique for which any unobservable inputs are judged to be

insignificant in relation to the measurement, then the financial instrument is initially measured at

fair value, adjusted to defer the difference between the fair value on initial recognition and the

transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate

basis over the life of the instrument but no later than when the valuation is wholly supported by

observable market data or the transaction is closed out.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Accounting standards issued but not yet effective

There are a number of standards, amendments to standards, and interpretations which have

been issued by the IASB that are effective in future accounting periods and that the Company

has decided not to adopt early.

The following amendments are expected to be effective for the annual reporting period

beginning 1 January 2026 (following the EU endorsement process):



Amendments to the Classification and Measurement of Financial Instruments

(Amendments to IFRS 9 and IFRS 7)



Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and

IFRS7)



Annual Improvements to IFRS Accounting Standards – Volume 11

The following standards and amendments are expected to be effective for the annual reporting

period beginning 1 January 2027 (following the EU endorsement process):



IFRS 19 Subsidiaries without Public Accountability: Disclosures (standard issued on 9

May 2024 and amendments issued on 21 August 2025)



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

Translation to a Hyperinflationary Presentation Currency (issued on 13 November

2025)



IFRS 18 Presentation and Disclosure in Financial Statements

The Company has not early adopted the new accounting standards in preparing these financial

statements; however, earlier application is permitted.

The standard which is expected to have

significant impact is IFRS 18.

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual

reporting periods beginning on or after 1 January 2027.

IFRS 18 requires a more structured statement of profit or loss and greater disaggregation of

information. The Company is in the process of assessing the estimated impact that the initial

application of IFRS 18 will have on its financial statements.

The expected impacts in the period of initial application are described below. The actual

impacts of adopting the accounting standard on 1 January 2027 may change because:

•

the Company has not finalised the assessment and implementation of changes to

processes and controls; and

•

the new accounting policies are subject to change until the Company presents its first

financial statements that include the date of initial application.

A. Structure of the statement of profit or loss

IFRS 18 requires entities to classify all income and expenses into five categories in the

statement of profit or loss – namely operating, investing, financing, income tax and discontinued

operations. Classification of income and expenses depends on the main business activities of

an entity. The Company has determined that it does not have a specified main business activity

of investing in assets and/or providing financing to customers. Neither net profit nor net assets

will change as a result of the Company’s adoption of IFRS 18. However, the Company will be

required to present two newly defined subtotals, which are ‘operating profit’ and ‘profit or loss

before financing and income taxes’. The operating profit subtotal differs from the current

operating profit subtotal presented by the Company. Based on the information currently

available, the Company expects significant changes to the current structure of the statement of

profit or loss to result from the following:

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Accounting standards issued but not yet effective

– continued

•

Share of profit (loss) of equity

‑

accounted investees is currently presented below net

finance costs and above profit before tax. Income and expenses from equity

‑

accounted

investments are always classified in the investing category under IFRS 18. Accordingly,

the Company’s share of profit of equity

‑

accounted investees will be classified and

presented in the investing category.

•

Interest income and expenses are generally included in finance income and finance costs

under the Company’s current accounting policy and are presented in the ‘net finance costs’

subtotal. IFRS 18 provides specific guidance on the income and expenses classified in the

investing and financing categories.

‑

Interest income on certain financial assets held by the Company (e.g. interest income on

corporate debt securities and on cash and cash equivalents) will be classified and

presented in the investing category.

‑

Interest expense on certain liabilities will continue to be classified and presented in the

financing category (e.g. interest expense on financial liabilities not measured at FVTPL

and unwind of discount on site restoration provision).

•

Net foreign exchange losses are currently included in finance costs and presented in net

finance costs. Under IFRS 18, foreign exchange differences are required to be presented

in the same category as the income and expenses from the items that gave rise to the

differences. The Company has determined that it has foreign exchange differences to be

classified in the operating, investing and financing categories. For example, foreign

exchange differences on trade payables will be classified in the operating category.

Under IFRS 18, operating expenses are classified and presented by nature, function or using a

mixed presentation. The Company has determined that classification and presentation on a

mixed basis will provide the most useful structured summary of operating expenses.

B. Management-defined performance measures

Management

‑

defined performance measures (MPMs) are subtotals of income and expenses

used in public communications outside the financial statements that communicate to users

management’s view of an aspect of the financial performance of the entity as a whole. The

Company will be required to disclose specific information about MPMs in a single note in the

financial statements.

The Company has developed a process to determine public communications relevant when

identifying MPMs. MPMs relate to the same reporting period as the financial statements.

Therefore, MPMs disclosed by the Company following adoption of IFRS 18 will be determined

based on public communications issued by the Company relating to the 2027 reporting period.

C. Principles of aggregation and disaggregation

IFRS 18 provides enhanced principles on how to group information in the financial statements

(that is, the primary financial statements and the notes). It also introduces guidance on labelling

and describing items presented in the primary financial statements or disclosed in the notes.

The Company is assessing the grouping of items on the basis of similar and dissimilar

characteristics. Based on this assessment, it will present line items in the primary financial

statements that provide useful structured summaries and disclose additional material

information in the notes.

The Company is also assessing line items currently labelled as ‘other’ and will use more

informative labels.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Accounting standards issued but not yet effective

– continued

D. Consequential amendments

IFRS 18 introduces consequential amendments to IAS 7, which require entities to use the

newly defined operating profit subtotal as the starting point for the statement of cash flows

when presenting operating cash flows under the indirect method. The Company currently uses

‘profit or loss’ as the starting point of the reconciliation to cash flows from operating activities.

Certain adjusting items included in the reconciliation will change as a result of the new starting

point.

The consequential amendments also provide specific guidance on the classification of interest

and dividend cash flows. The Company will classify cash flows from interest paid as financing

activities rather than operating activities under this guidance. Cash flows from interest and

dividends received and from dividends paid will continue to be classified as investing activities

and financing activities, respectively.

Financial risk management

The Company is exposed to a variety of financial risks: market risk (including currency risk, fair

value interest rate risk and price risk), credit risk and liquidity risk. The Company’s risk

management is coordinated by the Board members and focuses on actively securing the

Company’s short to medium term cash flows by minimising the exposure to financial risk.

(a) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will

fluctuate because of changes in market prices. Market risk comprises three types of risk:

interest rate risk, currency risk and other price risk.

(i)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will

fluctuate because of changes in market interest rates.

Interest-bearing financial assets and liabilities are not exposed to variable interest rates.

The

Company does not account for any fixed-rate financial assets and liabilities at FVTPL;

therefore, a change in interest rate at the reporting date would not affect profit or loss.

The

Company is not exposed to varying interest rates and therefore no cashflow sensitivity is

presented.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will

fluctuate because of changes in foreign exchange rates.

The Company is not materially exposed to foreign currency risk since mainly its transactions are

carried out in Euro.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Financial risk management

– continued

(b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial

instrument fails to meet its contractual obligations and arises principally from the Company’s

receivables from customers and investments in debt securities.

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

recognised at the end of the reporting period.

As at statement of financial position date, the Company have significant financial assets, as

follows:

2026

Note

€

Financial assets at amortised cost

9.2

23,9

68,988

Investment in financial assets at FVOCI

9.3

5,012,158

Accrued income

7,828

Cash and cash equivalents

589,538

30,218

,512

The maximum exposure to credit risk at the reporting date in respect of the financial assets

mentioned above is equivalent to their carrying amount as disclosed in the respective notes to

the financial statements. The Company does not hold any collateral as security in this respect.

The figures disclosed above in respect of trade and other receivables exclude advance

payments to suppliers, indirect taxation and prepayments.

Cash and cash equivalents

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

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

probability of default to be close to zero as the financial institutions have a strong capacity to

meet their contractual obligations in the near term. As a result, while cash and cash equivalents

are subject to the impairment requirements of IFRS 9, the identified impairment loss is

insignificant.

Amounts owed by related parties and other receivables

The Company’s receivables also include amounts owed by related parties (Notes 9.2 and 14).

The Company’s treasury monitors intra-group credit exposures on a regular basis and ensures

timely performance of these assets in the context of overall group liquidity management. The

Company assesses the credit quality of these related parties taking into account financial

position, performance and other factors. The Company takes cognisance of the related party

relationship with these entities and management does not expect any losses from non-

performance or default. As a result, the directors considered that the identified impairment is

considered not to be material.

With respect to the Company’s current amounts owed by related parties and other receivables,

since such balances are repayable on demand, expected credit losses are based on the

assumption that repayment of the balance is demanded at the reporting date. In this respect,

the directors considered such balances to have low credit risk and a low risk of default.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Financial risk management

– continued

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

with their financial liabilities, which comprise principally of the debt securities in issue, and trade

and other payables (Notes 9.4 and 13). Prudent liquidity risk management includes maintaining

sufficient cash and committed credit lines to ensure the availability of an adequate amount of

funding to meet the Company’s obligations.

The following tables analyses the Company’s financial liabilities into relevant maturity

Groupings based on the remaining period at the reporting date to the contractual maturity date.

The amounts disclosed in the tables below are the contractual undiscounted cash flows.

Balance due within 12 months equal their carrying balances, as the impact of discounting is not

significant.

Financial liabilities consist of:

Note

€

5.35% Partially-secured bonds

9.4

29,363,660

Trade payables

4,139

Amount due to parent company

3,068

Amount due to related party

1,039

Accruals

16,666

Accrued interest expense

633,205

30,021,777

The below table summarises the maturity profile of the Company’s financial liabilities based on

contractual undiscounted payments:

Carrying

amount

Total

Less than

1 year

Between 1

and 2 years

Between 2

and 5 years

Over 5

years

€

As at 31 March 2026

Bond liability

29,363,660

30,000,000

Trade

payables

4,139

Amount due

to parent

company

3,068

Amount due

to related

party

1,039

Accruals

16,666

Accrued

interest

expense

633,205

16,050,000

1,605,000

4,815,000

8,025,000

30,021,777

46,074,912

1,629,912

1,605,000

4,815,000

38,025,000

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Financial risk management

– continued

(d) Fair values

The carrying amounts of cash at bank, receivables and trade and other payables approximate

their fair values in view of the nature of these instruments or the relatively short period of time

between the origination of the instruments and their expected realisation. The fair value of non-

current liabilities, namely, borrowings and trade payables are not significantly different from its

carrying amount.

(e) Capital management

The Company manages its capital to ensure that it will be able to continue as a going concern

while maximising the return to stakeholders through the optimisation of the debt and equity

balance.

The Company’s strategy remains unchanged from the previous year. The capital

structure consists of equity attributable to equity holders comprising issued share capital and

retained earnings as disclosed in the statement of changes in equity.

Revenue

The Company derives its revenue as disclosed in Note 2.9 and as per below:

For the period

from 10 September

2025 to 31 March

2026

€

Interest income

455,921

Administration fee income

191,907

647,828

Operating and financing expenses

6.1

Operating expenses

2026

€

Audit fees

15,500

Professional fees

2,710

Formation costs

21,873

Directorship fees

16,925

Annual return

155

Bank charges

373

57,536

6.2

Finance expenses

2026

€

Bond interest expense

633,205

Amortisation of bond issuance costs

20,118

653,323

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Operating and financing expenses

- continued

6.3

Auditors’ remuneration for the period ended 31 March 2026 amounted to €15,500.

Other fees for non-audit services, in respect of tax compliance fees, payable to the

Company’s auditor amounted to €500.

6.4

There were no employed persons with the Company for the period ended 31

March 2026.

Income tax

7.1

Income tax expense consist of a current tax of €5,118.

7.2

The income tax expense differs from the theoretical tax expense that would apply

on the Company’s loss before tax using the applicable tax rate in Malta of 35% as

follows:

2026

€

Loss before tax for the period

63,031

Theoretical tax credit at 35%

(22,061)

Tax effect on non-deductible expenses

27,179

Income tax charge

5,118

Earnings per share

Earnings per share is calculated by dividing the results attributable to owners of the Company

by the weighted average number of ordinary shares in issue during the year.

2026

€

Loss for the period

(68,149)

Weighted number of ordinary shares

250,000

Basic loss per share

(0.27)

Financial assets and financial liabilities

9.1

Categories of financial assets and financial liabilities

Note 2.2 provides a description of each category of financial assets and financial liabilities and

the related accounting policies. The carrying amounts of financial assets and financial liabilities

in each category are as follows:

2026

Note

€

Financial assets

inancial assets at amortised cost

23,968,988

Investment in financial instrument designated at F

VOCI

5,012,158

Other receivables

7,828

Cash at bank

589,538

Total financial assets

30,218,512

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Financial assets and financial liabilities

– continued

9.1

Categories of financial assets and financial liabilities

- continued

Financial liabilities

Non

current borrowings

29,363,660

Trade and other payables

658,117

Total financial lia

bilities

30,021,777

A description of the Company’s financial instrument risks, including risk management objectives

and policies, is given in Note 4.

9.2

Financial assets at amortised cost

2026

€

Non-current

Loan due from parent company

10,000,000

Loan due from related party

13,968,988

23,968,988

Loans due from the parent company and related party are secured, bear interest at 5.50% per

annum, and have a fixed maturity date in 2035. Interest is receivable annually in arrears.

Expected credit losses for the period was not considered material.

9.3

Investment in financial assets

2026

€

Current

Sovereign debt securities at FVOCI

5,012,158

Total investment

5,012,158

The Company holds investments in debt securities issued by the Governments of France and

Belgium. These investments were acquired on 23 December 2025 as a temporary placement of

excess liquidity pending deployment into the Company's financing activities.

The Company values these investments at FVOCI using quoted market prices and observable

market inputs available at the reporting date (thus falling in the Level 1 hierarchy). During the

year, the Company recognised a fair value gain of €12,266 in fair value reserve.

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Financial assets and financial liabilities

– continued

9.4

Borrowings

2026

€

Partially-secured

Non-current liabilities

5.35% Partially-secured Bonds 2035

29,363,660

On 7 November 2025, the Company successfully raised €30,000,000 through the issue of

5.35% Partially-secured Bonds due to mature in 2035. These bonds were issued at par. These

instruments started trading on the Malta Stock Exchange on 7 November 2025.

The Bonds are jointly and severally guaranteed by James B. Holdings Limited and are partly

secured by collateral granted in favour of a Security Trustee for the benefit of bondholders. The

collateral comprises a first-ranking special hypothec granted by James Caterers Limited over

the utile dominium of the Food Factory site situated within the Bulebel Industrial Estate, Żejtun,

securing an amount of up to €21.63 million.

The net proceeds from the bond issuance were used for the following purposes:

Refinancing of the outstanding principal due under the BOV facility held by James Caterers

Limited;

Part-financing the acquisition of the Malta Healthcare Caterers Ltd. – Kore Group shares

by James B. Holdings Limited;

Refinancing of the Food Factory extension project;

General corporate funding requirements of the James B. Holdings Limited and its

subsidiaries; and

General corporate purposes of the JCL Holdings Limited and its subsidiaries

2026

€

5.35% Partially-secured Bonds 2035

29,363,660

Proceeds

30,000,000

Gross amount of bond issue cost

656,458

Amortisation of gross bond issue costs:

Amortisation for the period

20,118

Accumulated amortisation at end of period

20,118

Unamortised bond issue costs

636,340

Amortised cost and closing carrying amount

29,363,660

The carrying amounts of the following assets and liabilities are considered a reasonable

approximation of fair value:



Trade and other receivables



Investment in financial assets



Cash and cash equivalents, and



Trade and other payables



Borrowings

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Trade and other receivables

2026

€

Accrued income

647,828

Financial assets

647,828

Prepayments

2,500

Non

financial assets

2,500

Total trade and other receivables

0,328

Note 4(b) includes disclosures relating to the credit risk exposures and analysis relating to the

allowance for expected credit losses. The impairment provisions apply the IFRS 9 expected

credit loss model, which at reporting date was not considered material.

Cash and cash equivalents

Cash and cash equivalents consists of balances with banks. Cash and cash equivalents

included in the statement of cash flows comprise the following amounts:

2026

€

Cash at bank

589,538

Expected credit losses for the period was not considered material.

Share Capital

2026

€

Authorised

250,000 ordinary shares of €1 each

250,000

Called-up, issued

250,000 ordinary shares of €1 and 100% paid up

250,000

Trade and other payables

2026

€

Trade payables

4,139

Amount due to parent company

3,068

Amount due to related party

1,039

Accrued bond interest

633,205

Accruals

16,666

Financial liabilities

658,117

Total trade and other payables

658,117

James B. Finance p.l.c.

Annual Report and Financial Statements - 31 March 2026

Trade and other payables

- continued

All amounts are short-term. The carrying values of trade payables are considered to be a

reasonable approximation of fair value.

Related Parties

14.1

Parent Company

The Company is 60% owned subsidiary of James B. Holdings Limited, the Group’s parent

Company (see also Note 16). The registered office of the parent company is situated at La

Victoire, Triq Il-Pellikani, Tarxien TXN 1553, Malta.

14.2

Related party transactions and balances

Transaction value

for period ended

Balance outstanding

31 March 2026

as at 31 March 2026

€

Income

Loan interest income

455,921

Loan admin fee income

1,907

Financing transaction

Loan due from

parent company

10,000,000

Loan due from related party

13,968,988

Amount due

to parent company

(3,068)

Amount due

related party

(1,039)

Contingencies

At period end, the Company had no contingent liabilities.

Events after the reporting date

On 13 July 2026, JCL Holdings Limited resolved to transfer its shareholdings in several group

entities to James B. Holdings Limited, including the 40% shareholding in James B. Finance

p.l.c. The proposed transfer forms part of the wider internal group restructuring.

Prior to the proposed transfer, James B. Holdings Limited and JCL Holdings Limited held 60%

and 40% respectively of the issued share capital of the Company. Following the transfer,

James B. Holdings Limited holds 100% of the issued share capital of the Company. At the date

of approval of these financial statements, the proposed transfer had not resulted in any

adjustment to the amounts recognised in the financial statements, since it relates to an event

occurring after the reporting date.