SD FINANCE plc
Annual Financial Report and Financial Statements - 31st March 2026
SD FINANCE plc
Annual Financial
Report and Financial
Statements
31 March 2026
Company Registration Number: C 79193
Contents
Pages
Directors’ report
1 – 4
Corporate Governance – Statement of Compliance
5 – 8
Statement of financial position
9
Statement of total comprehensive income
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 – 27
Independent auditor’s report
28 – 34
1
Directors’ report
The Directors present their report and the audited financial statements for the year ended 31 March 2026.
Principal activities
The principal activity of SD Finance plc (the “Company” or the “Issuer”) is to carry on the business by raising
funds to finance the operations and capital projects of the companies forming part of the db Group (the
“Group”).
Review of business
During the year under review, finance income on loans and ancillary revenue (in the form of renewal fees –
see Note 4) from SD Holdings Limited, the guarantor of the Company’s bonds, and Seabank Hotel and
Catering Limited, Hotel San Antonio Limited (fellow subsidiaries), amounted to €3.8 million (2025: €3.1
million), whilst interest expense on bonds totalled €3.6 million (2025: €2.9 million).
Administrative expenses mainly representing listing and compliance costs, together with Directors’ and
professional fees amounted to €138,335 (2025: €133,912). Profit for the year after tax amounted to €34,822
(2025: €4,036), representing an increase of €30,786. This increase was primarily driven by net interest
income earned on an additional loan to SD Holdings Limited of €32.4 million, being the net proceeds of a
€33.0 million bond issuance in November 2025 (see Note 4 and Note 8).
The Company’s balance sheet is primarily made up of the bond issue for €98.0 million (classified as non-
current liabilities) and the loans receivable from SD Holdings Limited, Seabank Hotel and Catering Limited,
and Hotel San Antonio Limited (classified as non-current assets). SD Finance plc’s equity as at year end is
stated at €333,768 (2025: €298,946) primarily made up of the initial share capital funds.
The Company recognises that the key risk and uncertainty of its business is that of the potential non-fulfilment
by the borrowers (noted above) of their obligations.
Guarantor’s performance for 2026 and outlook for 2027
During the financial year, the db Group owned by SD Holdings Limited, as guarantor to the bond issue
continued to invest in the expansion and diversification of its hospitality, catering and retail operations
through a number of strategic projects and acquisitions.
The Group's most significant investment remains the development of the Hard Rock Hotel Malta at St.
George's Bay. Construction progressed substantially during the year, with the project reaching its final stages
of completion. The hotel is expected to commence operations shortly and represents a major milestone in the
Group's long-term growth strategy. Upon opening, the development will significantly enhance the Group's
hospitality offering and further strengthen its position within Malta's tourism sector.
Within this flagship project, the Group continued the rollout and development of a number of hospitality and
food and beverage concepts, including TATEL, Hard Rock Cafe, Tanvi, C&R, Starbucks and Matto.
Construction of the St. George's Mall also progressed during the year and is now open. This development
will complement the Group's hospitality operations by introducing a high-quality retail and lifestyle
destination at St. George's Bay. The project is expected to enhance the overall visitor experience and
contribute to the continued regeneration of the area.
During the year, the Group achieved a significant milestone with the opening of AKI London, its first
restaurant outside Malta. This marks an important step in the Group's international expansion strategy and
demonstrates its ambition to extend its hospitality and dining expertise beyond the domestic market. The
successful launch of AKI London establishes a platform for future growth and further strengthens the Group's
portfolio of premium food and beverage concepts.
The Group also invested in the taking over of a commercial laundry, and continued investing further to
convert the laundry facility into an industrial one equipped with state-of-the-art technology tunnel washer
and fully automated systems. This investment is expected to improve operational efficiencies, increase
processing capacity and support the Group's expanding hospitality business whilst also providing this service
to other corporate and personal clients.
2
Directors’ report - continued
Review of business - continued
Guarantor’s performance for 2026 and outlook for 2027 - continued
The Directors believe that these investments position the Group for continued sustainable growth and will
contribute positively to its future financial performance.
As at 31 March 2026, the Group still has a substantial cash reserve of over €98.5 million.
The Group has also prepared projections for the coming 2 years, based on historical financial information
and forecasts, but factoring in the improved results of the past year. The Group does not anticipate any
material impact on its results from ongoing major geopolitical events, as its direct business exposure to the
affected areas is negligible. Nonetheless, the Group continues to monitor the broader implications of these
developments on global markets and supply chains. Continued increases in the price of goods and services
is the principal challenge that the Group’s entities have experienced during the current financial year. The
projections contemplate the existence of a significant liquidity buffer at the end of the year and the Directors
feel confident that with the measures taken and the secured financing arrangements, the Group shall
overcome any potential further disruptions. On this basis, the Directors are of the opinion that there are no
material uncertainties which may cast significant doubt about the ability of the Group to continue operating
as a going concern.
Issuer’s outlook for the financial year ending 2027
The Company paid its bondholders the full interest that was due in April 2026. Furthermore, in view of the
measures undertaken by the Group, the projections outlined above and the cash reserves available to the
Group, the Directors are of the opinion that the Issuer will have the necessary funds to finance the interest
falling due in April 2027 and going forward. The Board of the Issuer, having reviewed the Group’s cashflow
forecast, further confirms this statement.
Principal risks and uncertainties
Financial risk management
The Company’s activities expose it to a variety of financial risks, including credit risk and liquidity risk.
Refer to Note 2 to these financial statements.
Results and dividends
The Company’s financial results are set out on page 9. The Directors do not recommend the payment of a
dividend.
The Directors propose that the balance of retained earnings amounting to €83,768 (2025: €48,946) be
carried forward to the next financial year.
Directors
The Directors of the Company who held office during the year were:
Silvio Debono
Robert Debono
Alan Debono (appointed 25
th
April 2025)
Arthur Gauci (resigned 25
th
April 2025)
Philip Micallef (resigned 31
st
December 2025)
Kenneth Swain (appointed 1
st
January 2026)
Vincent Micallef
Stephen Muscat
With effect from 25 April 2025, Arthur Gauci stepped down from his position as Non-Executive Director
of the Company. On the same date, Alan Debono was appointed as Executive Director.
3
Directors’ report - continued
Directors - continued
Philip Micallef resigned as Director of the Company with effect from 31 December 2025. Subsequently,
on 1 January 2026, Kenneth Swain was appointed as Non-Executive Director of the Company and as a
member of the Company’s Audit Committee.
The Company’s Articles of Association do not require any Director to retire.
Statement of Directors’ responsibilities for the financial statements
The Directors are required by the Companies Act (Cap. 386) of the Laws of Malta to prepare financial
statements which give a true and fair view of the state of affairs of the Company as at the end of each
reporting year and of the profit or loss for that period.
In preparing the financial statements, the Directors should:
• select suitable accounting policies and apply them consistently;
• ensure that the financial statements have been drawn up in accordance with International Financial
Reporting Standards as adopted by the EU and the Companies Act (Cap. 386) of the Laws of Malta;
• account for income and charges relating to the accounting period on the accruals basis;
• value separately the components of asset and liability items;
• report comparative figures corresponding to those of the preceding accounting period;
• make judgments and estimate that are reasonable; and
• prepare the financial statement on a going concern basis, unless it is inappropriate to presume that the
Company will continue in business as a going concern.
The Directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the Company and which enable the Directors to
ensure that the financial statements comply with the Companies Act (Cap. 386) of the Laws of Malta. This
responsibility includes designing, implementing, and maintaining such internal control as the Directors
determine is necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to fraud or error. The Directors are also responsible for safeguarding the assets
of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Annual Financial Report 2026, which includes the Directors’ report and financial statements of SD
Finance plc for the year ended 31 March 2026 are available on the db Group website.
The Directors are responsible for the maintenance and integrity of the Annual Financial Report on the
website in view of their responsibility for the controls over, and the security of, the website. Access to
information published on the Group’s website is available in other countries and jurisdictions, where
legislation governing the preparation and dissemination of financial statements may differ from
requirements or practice in Malta.
The Directors confirm that, to the best of their knowledge:
• the financial statements give a true and fair view of the financial position of the Company as at
31 March 2026, and of the financial performance and the cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the EU; and
• the Annual Financial Report includes a fair review of the development and performance of the business
and the position of the Company, together with a description of the principal risks and uncertainties
that the Company and the Guarantor face.
4
Directors’ report - continued
Going concern statement pursuant to Capital Markets rule 5.62
After making enquiries, the Directors, at the time of approving the financial statements, have determined
that it is reasonable to assume that the Company has adequate resources to continue operating for the
foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the
financial statements.
Auditors
Ernst & Young Malta (EY Malta) has been appointed as auditors of the Company for the audit of the current
financial year ended 31 March 2026.
Signed on behalf of the Board of Directors on 27 July 2026 by Robert Debono (Director) and Alan Debono
(Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Financial Report.
Registered office
Seabank Hotel
Marfa Road
Mellieha
MLH 9064
Malta
Telephone
(+356) 2289 1000
Company secretary
Dr. Shaheryar Ghaznavi
_________________________ _________________________
Robert Debono Alan Debono
Director Director
5
Corporate Governance – Statement of Compliance
Introduction
Pursuant to the requirements of the Capital Markets Rules issued by the Listing Authority of the Malta
Financial Services Authority, SD Finance plc (the “Company” or the “Issuer” – a fully owned subsidiary
of SD Holdings Limited) hereby reports on the extent to which the Company has adopted The Code of
Principles of Good Corporate Governance (the “Code”) appended to Chapter 5 of the Capital Markets Rules
as well as the measures adopted to ensure compliance with these same Principles.
Since its incorporation, the Company’s principal activity is to raise funds from the capital market to finance
the operations of other group companies forming part of db Group (the “Group”).
The Company acknowledges that although the Code does not dictate or prescribe mandatory rules,
compliance with the principles of good corporate governance recommended in the Code is in the best
interests of the Company, its shareholders, and other stakeholders. In deciding on the most appropriate
manner in which to implement the Principles, the Board of SD Finance plc (the “Board”) has taken
cognisance of its size, which inevitably impacts on the structures required to implement the Principles
without diluting the effectiveness thereof. The Company does not have any employees.
The Board considers that, to the extent otherwise disclosed herein, the Company was generally in
compliance with the Principles throughout the year under review.
Roles and responsibilities
The Board acknowledges its statutory mandate to conduct the administration and management of the
Company. The Board, in fulfilling this mandate and discharging its duty of stewardship of the Company,
assumes responsibility for:
• the Company’s strategy and decisions with respect to the issue, servicing, and redemption of its
bonds; and
• monitoring that its operations are in conformity with its commitments towards bondholders,
shareholders and all relevant laws and regulations.
The Board is also responsible for ensuring that the Company installs and operates effective internal control
and management information systems and that it communicates effectively with the market.
The Board of Directors
Principles One to Five of the Code deal fundamentally with the role of the Board of Directors.
The Board is composed of six members made up of three executive and three non-executive directors as of
31 March 2026. The three Executive Directors, Mr Silvio Debono, Mr Robert Debono and Mr Alan
Debono, occupy various senior executive and directorship positions within the Group. The three Non-
Executive Independent Directors are Dr Vincent Micallef, Mr Stephen Muscat, and Mr. Kenneth Swain.
With effect from 25th of April 2025, Arthur Gauci, who was also a Non-Executive Director, has stepped
down from the position of Non-Executive Director of the Company. On the same date, Alan Debono has
been appointed as Executive Director of the Company.
Philip Micallef resigned as Director of the Company with effect from 31 December 2025. Subsequently,
on 1 January 2026, Kenneth Swain was appointed as Non-Executive Director of the Company and as a
member of the Company’s Audit Committee.
The Non-Executive Independent Directors are considered by the Board as independent directors since they
are free of any significant business relationship, family or 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.
6
Corporate Governance – Statement of Compliance - continued
The Board of Directors - continued
The activities of the Board are exercised in a manner designed to ensure that it can effectively supervise
the operations of the Company and protect the interests of bondholders and the shareholders. During the
current financial period, meetings of the Board were held as frequently as considered necessary.
The Board members are notified of forthcoming meetings by the Company secretary (Dr Shaheryar
Ghaznavi) with the issue of an agenda and supporting documents as necessary which are then discussed
during the Board meetings.
The Board does not consider it necessary to institute separate committees for remuneration and nomination,
as would be appropriate in an operating company. During the current financial year, the Board met three
times and was attended by more than 75% of the Directors of the Company. During this year, the Board
did not undertake a performance evaluation of its role in accordance with Article 7 of the Corporate
Governance Code but intends to do so in the coming year.
Apart from setting the strategy and direction of the Company, the Board retains direct responsibility for
approving and monitoring:
• the 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 prospectus of the bonds issued;
• the proper utilisation of the resources of the Company;
• the annual financial report and financial statements, the relevant public announcements and the
Company’s compliance with its continuing listing obligations.
Remuneration statement
The Board confirms that the maximum annual aggregate emoluments that may be paid to the Directors
pursuant to the Company’s Memorandum and Articles of Association, was approved by the shareholders
at the Annual General Meeting. None of the non-executive Directors has service contracts with the
Company. Furthermore, the remuneration of two of the independent non-executive Directors is a fixed
honorarium of €10,000 each per annum and for the other independent non-executive Director, a fixed
honorarium of €13,000 per annum. The director’s fees of the other non-executive Director who serves as a
consultant within the Group are being recharged to the Company by the Group and is paid to a fellow
subsidiary (see Note 16). The fixed remuneration as the Company’s Directors also covers their services as
the Company’s Audit Committee. The executive Directors do not earn any fixed honorarium from the
Company but have an indefinite full-time contract of service with the companies forming part of the db
Group.
None of the Directors have any variable component remuneration relating to profit sharing, share options
or pension benefits from the Company.
The Board further confirms that the Company does not intend to effect any changes to its remuneration
policy for the following year.
7
Corporate Governance – Statement of Compliance - continued
Risk management and internal control
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its
effectiveness. The Directors are aware that internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not
absolute, assurance against normal business risks.
During the financial year under review the Company operated a system of internal controls which provided
reasonable assurance of effective and efficient operations covering all controls, including financial and
operational controls and compliance with laws and regulations. Processes are in place for identifying,
evaluating, and managing the significant risks facing the Company.
The Board recognizes that the Company must manage a range of risks in the course of its activities and in
this respect maintains a sound risk management and internal control system which includes the
determination of the nature and extent of the risks it is willing to take in achieving its strategic objectives.
The Board, in this financial period, established a formal and transparent arrangement to apply risk
management and internal control principles, as well as maintaining an appropriate relationship with the
Company’s auditors.
The Board is adjourned periodically of the financial affairs and operational developments of the group
entities to whom the Issuer has loaned the proceeds from the bond issue.
Audit Committee
During the current financial year, the Audit Committee met four times with 100% attendance.
The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities relating to
risk, control, and governance as well as to review the financial reporting processes. The Board has set
formal terms of reference of the Audit Committee that establish its composition, role, and functions. The
Audit Committee is a subcommittee of the Board and is directly responsible and accountable to the Board.
The Board reserves the right to change these terms of reference from time to time.
Furthermore, the Audit Committee has the role and function of scrutinizing and evaluating any proposed
transaction to be entered into by the Company and a related party, to ensure that the execution of any such
transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Company.
As required by the Companies Act (Cap. 386) of the Laws of Malta and the Listing Authority Capital
Markets Rules, the financial statements of SD Finance plc are subject to annual audit by its external
auditors. Moreover, the Audit Committee has direct access to the external auditors of the Company, who
attend the Board meetings at which the Company’s financial statements are approved.
The Audit Committee is composed of three independent non-executive directors, in accordance with Capital
Markets Rule 5.117. The members of the Audit Committee are Mr Stephen Muscat, Mr Kenneth Swain and
Mr Vincent Micallef. Mr Stephen Muscat, who also acts as the Chairman of the Audit Committee, is a
Certified Public Accountant and is considered by the Board to be both independent and competent in
accounting as required in terms of the Capital Markets Rules.
8
Corporate Governance – Statement of Compliance - continued
Relations with bond holders and the market
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386) of the Laws of Malta
and the Listing Authority Capital Markets Rules, the Annual Financial Report and Financial Statements, the
election of directors and approval of Directors’ fees, the appointment of the auditors and the authorisation of the
directors to set the auditors’ fees, and other special business, are proposed and approved at the Company’s
Annual General Meeting.
The Company communicates with its bondholders by publishing its interim results for a six-month period during
the year and by way of publication of the full year Audited Financial Statements. The Financial Analysis
Summary is also published in September. Additionally, during the current financial period, the Company
organised a specific session for Financial Intermediaries to explain the Company’s results and those of the
Group. During the period April 2025 to March 2026, the Company issued seventeen company announcements.
The Board deems that it is providing the market with adequate information about its activities through these
channels.
In this respect, the Directors are of the view that Principle Ten of the Code of Corporate Governance is not
applicable to the Company.
Other information
In view of the size and type of operations of the Company, the Board does not consider the Company to require
the setting up of a nomination committee.
During the financial year 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.
The Company is a member of the db Group, which group has its own program for Corporate Social
Responsibility initiatives.
Conclusion
The Board considers that the Company has generally been in compliance with the Principles throughout the year
under review as befits a company of this size and nature.
Approved by the Board on 27 July 2026.
_________________________ _________________________
Robert Debono Alan Debono
Director Director
9
Statement of financial position
as at 31 March
2026
2025
Note
€
€
ASSETS
Non-current assets
Loans receivable
4
96,732,685
64,332,686
Current assets
Loans receivable
4
1,747,262
-
Receivables
5
67,509
67,523
Cash and cash equivalents
6
2,091,554
3,390,700
Total current assets
3,906,325
3,458,223
Total assets
100,639,010
67,790,909
EQUITY AND LIABILITIES
Capital and reserves
Share capital
7
250,000
250,000
Retained earnings
83,768
48,946
Total equity
333,768
298,946
Non-current liabilities
Borrowings
8
97,465,902
64,890,518
Current liabilities
Borrowings
8
2,718,167
2,570,454
Payables
9
101,290
29,810
Current tax liabilities
19,882
1,181
Total current liabilities
2,839,340
2,601,445
Total liabilities
100,305,242
67,491,963
Total equity and liabilities
100,639,010
67,790,909
The accompanying notes on pages 13 to 27 are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 27 July 2026. The
financial statements were signed on behalf of the Board of Directors by Robert Debono (Director) and Alan
Debono (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Financial Report.
_________________________ _________________________
Robert Debono Alan Debono
Director Director
10
Statement of total comprehensive income
for the year ended 31 March
2026
2025
Note
€
€
Finance income
10
3,834,571
3,069,268
Finance costs
11
(3,642,663)
(2,929,146)
Net interest income
191,908
140,122
Administrative expenses
12
(138,335)
(133,912)
Profit before tax
53,573
6,210
Tax expense
14
(18,751)
(2,174)
Profit for the year
34,822
4,036
Other comprehensive income
-
-
Total comprehensive income for the year
34,822
4,036
The accompanying notes on pages 13 to 27 are an integral part of these financial statements.
11
Statement of changes in equity
for the year ended 31 March
Share
Retained
Capital
Earnings
Total
€
€
€
Balance at 1 April 2024
250,000
44,910
294,910
Profit for the year
-
4,036
4,036
Other comprehensive income
-
-
-
Total comprehensive income
-
4,036
4,036
Balance at 31 March 2025
250,000
48,946
298,946
Profit for the year
-
34,822
34,822
Other comprehensive income
-
-
-
Total comprehensive income
-
34,822
34,822
Balance at 31 March 2026
250,000
83,768
333,768
The accompanying notes on pages 13 to 27 are an integral part of these financial statements.
12
Statement of cash flows
for the year ended 31 March
2026
2025
Note
€
€
Cash flows from operating activities
Interest received
2,155,577
3,202,695
Interest paid
(3,257,396)
(2,824,616)
Cash paid to service providers
(197,277)
(134,040)
Tax paid
(50)
(2,569)
Net cash (used in)/generated from operating activities
(1,299,146)
241,470
Cash flows used in investing activities
Loans to related parties
(32,400,000)
-
Net cash used in investing activities
(32,400,000)
-
Cash flows from financing activities
Net proceeds from issuance of bonds
32,400,000
-
Net cash generated from financing activities
32,400,000
-
Net movement in cash and cash equivalents
(1,299,146)
241,470
Cash and cash equivalents at beginning of the year
3,390,700
3,149,230
Cash and cash equivalents at end of the year
6
2,091,554
3,390,700
The accompanying notes on pages 13 to 27 are an integral part of these financial statements.
13
Notes to the financial statements
1. Summary of material accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to the year presented, unless otherwise stated.
1.1 Basis of preparation
These financial statements have been prepared in accordance with the requirements of International
Financial Reporting Standards (IFRS) Accounting Standards as adopted by the EU and with the
requirements of the Companies Act (Cap. 386) of the Laws of Malta. The financial statements have been
prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the use of
certain accounting estimates. It also requires directors to exercise their judgment in the process of applying
the Company’s accounting policies (see Note 3 – Significant accounting estimates and judgments).
Standards, interpretations and amendments to published standards as endorsed by the European Union
effective in the current year
During the current financial year, the Company adopted amendments to existing standards that are
mandatory for the Company’s accounting period beginning on 1 April 2025. The adoption of these
revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes to the
Company’s accounting policies impacting the Company’s financial performance and position.
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability (issued on 15 August 2023)
The adoption of these standards and amendments did not have any material impact on the other disclosures
or on the amounts reported in these financial statements.
Standards, interpretations and amendments to published standards as endorsed by the European Union
but are not yet effective
Up to the date of approval of these financial statements, the following new standards and amendments to
existing standards have been published but are not yet effective for the current reporting year and which
the Company has not adopted early but plans to adopt upon their effective date.
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to
IFRS 9 and IFRS 7) (issued on 30 May 2024)
• Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 (issued on
18 December 2024)
• Annual Improvements Volume 11 (issued on 18 July 2024)
• IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024)
IFRS 18 was issued in April 2024 and replaces IAS 1 Presentation of Financial Statements. The
standard introduces new requirements for the presentation and disclosure of information in the
financial statements, particularly in the statement of profit or loss.
IFRS 18 introduces:
- new defined subtotals, including operating profit and profit before financing and income
taxes;
- a requirement to classify income and expenses into operating, investing and financing
categories; and
- new disclosure requirements for management-defined performance measures (MPMs).
The standard is effective for annual periods beginning on or after 1 January 2027, with early
application permitted.
The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial
statements.
14
Notes to the financial statements - continued
1. Summary of material accounting policies - continued
1.1 Basis of preparation - continued
Standards, interpretations and amendments that are not yet endorsed by the European Union, are not yet
effective and not early adopted
Certain new standards, amendments and interpretations to existing standards have been published by the
date of authorisation for issue of these financial statements but are not yet endorsed by the European Union.
In the opinion of the Directors, the adoption of these standards will not have significant impact on the
financial statements of the Company.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024)
• IFRS 20 Regulatory Assets and Regulatory Liabilities (issued on 27 May 2026)
• Amendments to IFRS 19 Subsidiaries without public accountability: Disclosures (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)
Going concern
The financial statements have been prepared on a going concern basis. In making this assessment, the
directors considered the Group’s financial performance, liquidity position, cash flow forecasts and funding
arrangements.
The directors also considered the ongoing geopolitical environment and its potential impact on the Group’s
operations, financial position and performance. Management’s assessment identified no direct material
impact. However, Management continues to monitor potential indirect effects on the Group’s operations,
cost base and market conditions.
The 2017 €65 million bond issued by the Group are due for repayment in April 2027. In assessing, the
Group’s ability to continue as a going concern, management considered amongst others the cash and cash
equivalents balance at year end, the successful issue of two bond tranches in May 2026 totalling €27
million, the expected future cash flows, including those arising from operating activities, contracted
disposal of property held within inventories, together with available liquidity and refinancing options.
Based on this assessment, Management is satisfied that the Group will have sufficient resources to meet its
obligations as they fall due, including the repayment of the bonds and related intercompany balances
Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern
basis.
1.2 Foreign currency translation
Functional and presentation currency
Items included in these financial statements are measured using the currency of the primary economic
environment in which the Company operates (‘the functional currency’). The financial statements are
presented in Euro which is the Company’s functional and presentation currency.
1.3 Financial assets
1.3.1 Classification
The Company classifies its financial assets as financial assets measured at amortised cost. The classification
depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows. The Company classifies its financial assets as at amortised cost only if both the following
criteria are met:
- The asset is held within a business model whose objective is to collect the contractual cash flows,
and
- The contractual terms give rise to cash flows that are solely payments of principal and interest.
15
Notes to the financial statements - continued
1. Summary of material accounting policies - continued
1.3 Financial assets - continued
1.3.1 Classification - continued
Assessment of whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk
associated with the principal amount outstanding during a particular year of time and for other basic lending
risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin that is consistent
with the basic lending arrangement.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company
considers the contractual terms of the instrument. This includes assessing whether the financial asset
contains a contractual term that could change the timing or amount of contractual cash flows such that it
would not meet this condition.
The Company’s financial assets include cash and cash equivalents, receivables and loans receivable.
1.3.2 Initial recognition and measurement
The Company recognises a financial asset in its statement of financial position when it becomes a party to
the contractual provisions of the instrument.
At initial recognition, the Company measures a financial asset at its fair value plus transaction costs that
are directly attributable to the acquisition of the financial asset.
1.3.3 Subsequent measurement
Financial assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at amortised cost. Interest income from these
financial assets is included in finance income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss. Impairment losses are presented as a
separate line item in the statement of profit or loss.
1.3.4 Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Company has transferred substantially all the risks and rewards of
ownership.
1.3.5 Expected credit losses
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. The Company’s financial assets are subject to the expected credit
loss model.
16
Notes to the financial statements - continued
1. Summary of material accounting policies - continued
1.3 Financial assets - continued
1.3.5 Expected credit losses - continued
Expected credit loss model
The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following,
which are measured at 12-month ECLs:
• debt securities that are determined to have low credit risk at the reporting date; and
• other debt securities and bank balances for which credit risk has not increased significantly since
initial recognition.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, the Company considers reasonable and supportable information
that is relevant and available without undue cost or effort. The Company assumes that the credit risk on a
financial asset has increased significantly if it is more than 30 days past due, and it considers a financial
asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full,
without recourse by the Company to actions such as realising security (if any is held); or the financial asset
is more than 90 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial
instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within
the 12 months after the reporting date (or a shorter year if the expected life of the instrument is less than
12 months). The maximum year considered when estimating ECLs is the maximum contractual year over
which the company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value
of all cash shortfalls. ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-
impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on
the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-
impaired includes observable data such as significant financial difficulty of the borrower or issuer, or a
breach of contract such as a default or being more than 90 days past due.
Financial assets are written off when there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a
repayment plan with the Company, and a failure to make contractual payments for a period of greater than
a year past due.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying
amount of the assets.
For the cash and cash equivalents, receivables, and loans receivable, the expected credit losses are
immaterial.
1.4 Receivables
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less expected credit loss allowances.
Receivables are recognised initially at the amount of consideration that is unconditional unless they contain
significant financing components, when they are recognised at fair value. The Company holds the
receivables with the objective to collect the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method.
17
Notes to the financial statements - continued
1. Summary of material accounting policies - continued
1.5 Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at face value. In the statement
of cash flows, cash and cash equivalents include cash in hand and deposits held at call with banks with
original maturity of less than three months.
1.6 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary
shares are shown in equity as a deduction, net of tax, from the proceeds.
1.7 Financial liabilities
The Company recognises a financial liability in its statement of financial position when it becomes a party
to the contractual provisions of the instrument. The Company’s financial liabilities are classified as at
amortised cost under IFRS 9. Financial liabilities at amortised cost are recognised initially at fair value,
being the fair value of the consideration received, net of transaction costs that are directly attributable to
the acquisition or the issue of the financial liability. These liabilities are subsequently measured at
amortised cost. The Company derecognises a financial liability from its statement of financial position
when the obligation specified in the contract or arrangement is discharged, is cancelled, or expires.
The Company’s financial liabilities include borrowings and payables.
1.8 Borrowings
Borrowings are recognised initially at the fair value of proceeds received net of transaction costs incurred.
Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in profit or loss over the year of the borrowings
using the effective interest method. Borrowings are classified as current liabilities unless the Company has
an unconditional right to defer settlement of the liability for at least twelve months after the end of the
reporting period.
Transaction costs are incremental costs that are directly attributable to the issue of the financial liability
and are those costs that would not have been incurred if the Company had not issued the financial
instrument.
1.9 Payables
Payables comprise obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payable are classified as current liabilities if payment is due within
one year or less. If not, they are presented as non-current liabilities.
Payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
1.10 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle
on a net basis or realise the asset and settle the liability simultaneously.
18
Notes to the financial statements - continued
1. Summary of material accounting policies - continued
1.11 Current tax
The tax expense for the year is comprised of current tax. Tax is recognised in profit or loss, except to the
extent that it relates to items recognised in other comprehensive income or directly in equity. In this case,
the tax is recognised in other comprehensive income or directly in equity, respectively.
1.12 Interest income and expense
Interest income and expense are recognised in profit or loss for all interest-bearing financial instruments
using the effective interest method. The effective interest method is a method of calculating the amortised
cost of a financial asset or a financial liability and of allocating the interest income or interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument to the net carrying amount of the
financial asset or financial liability. When calculating the effective interest rate, the Company estimates
cash flows considering all contractual terms of the financial instrument but does not consider future credit
losses. The calculation includes all fees and transaction costs paid or received between the parties to the
contract that are an integral part of the effective interest rate method. Accordingly, interest expense
includes the effect of amortising any difference between net proceeds and redemption value in respect of
the Company’s interest-bearing borrowings.
1.13 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. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their best economic interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing
the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy, as explained above.
19
Notes to the financial statements - continued
2. Financial risk management
2.1 Financial risk factors
The Company constitutes a financing special purpose vehicle whose bond proceeds were loaned to SD
Holdings Limited (parent undertaking), Hotel San Antonio Limited, and Seabank Hotel and Catering
Limited (fellow subsidiaries of the Issuer). The Company’s principal risk exposures relate to credit risk
and liquidity risk. The Company is not exposed to currency risk and the Directors deem interest rate risk
exposure to be minimal due to the matching of its interest costs on the bonds with its interest income from
its loans and receivables referred to above.
(a) Credit risk
Credit risk primarily arises from loans receivable from SD Holdings Limited, Hotel San Antonio Limited,
and Seabank Hotel and Catering Limited (Note 4), receivables (Note 5) and cash and cash equivalents
(Note 6). These financial assets potentially subject the Company to concentrations of credit risk.
The maximum exposure to credit risk at the end of the reporting year in respect of the Company’s financial
assets is equivalent to their carrying amount, which is analysed as follows:
2026
2025
€
€
Financial assets measured at amortised cost:
Loans receivable from parent undertaking and fellow subsidiaries
(Note 4)
98,479,947
64,332,686
Receivables (Note 5)
67,509
67,509
Cash and cash equivalents (Note 6)
2,091,554
3,390,700
100,639,010
67,790,895
Cash and cash equivalents
The Company’s cash and cash equivalents are held with a local financial institution 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.
Loans receivable and other amounts owed by related parties
The Company’s loans receivable consists of loans to related parties forming part of the db Group (refer
to Note 4) which have been effected out of the Company’s bond issue proceeds. The Company monitors
intra-group credit exposures on a regular basis and ensures timely performance of these assets in the
context of overall group liquidity management. The Guarantor in relation to the bond issue (SD Holdings
Limited) is in fact one of the borrowers. The Company assesses the credit quality of db Group taking into
account financial position, performance, and other factors. Management does not expect any losses from
non-performance or default.
20
Notes to the financial statements - continued
2. Financial risk management - continued
2.1 Financial risk factors - continued
(a) Credit risk - continued
Loans receivable and other amounts owed by related parties - continued
Loans receivable from related parties are categorised as Stage 1 for IFRS 9 purposes (i.e., performing) in
view of the factors highlighted above. The expected credit loss allowances on such loans are based on the
12-month probability of default, capturing 12-month expected losses.
In assessing the expected credit losses, the Company’s Directors considered both historical and forward-
looking information, including financial performance (gearing ratios and reserves) of the respective
entities as well as the Group’s projected cash flows and available financing arrangements. On 31 March
2026, the Directors reviewed the Company’s financial assets particularly the loans to related parties (see
Note 4) and applied judgement in determining the appropriate expected credit loss provisions under IFRS
9.
Management’s assessment includes consideration of the borrowers’ ability to generate sufficient
operating cash flows and access funding to meet their obligations as they fall due, taking into account
current trading performance and forecast results. Following the assessment, all the Company’s financial
assets are considered to have low credit risk and a low risk of default. In this respect, the loss allowance
was deemed immaterial to be recognised in the balance sheet as at 31 March 2026.
The Company’s other receivables mainly include interest receivable from the Company’s parent and other
related parties in respect of the loans referred to previously. 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. Accordingly, the expected credit loss allowance attributable to such balances is
insignificant.
Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or
activities in the same geographical region, or have economic features that would cause their ability to
meet contractual obligations to be similarly affected by changes in economic, political or other conditions.
Concentrations indicate the relative sensitivity of the Company’s performance to developments affecting
a particular industry.
The receivables from related parties indicate concentration risk. These receivables are primarily from
entities operating in the same industry and geographical location, which may expose the Company to
heightened risks associated with economic fluctuations, industry-specific downturns, and regulatory
changes.
This concentration is monitored on an ongoing basis through management’s review of the borrowers’
financial performance, liquidity position and their ability to generate sufficient cash flows to meet
obligations as they fall due, taking into account the Group’s overall funding position.
(b) Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally the bonds issued to the general public and other payables
(refer to Notes 8 and 9 respectively). Prudent liquidity risk management includes maintaining sufficient
cash and liquid assets to ensure the availability of an adequate amount of funding to meet the Company’s
obligations.
The Company’s liquidity risk is managed actively by ensuring that cash inflows arising from expected
maturities of the Company’s loans to related parties effected out of the bond issue proceeds, together with
any related interest receivable, match the cash outflows in respect of the Company’s bond borrowings,
covering principal and interest payments, as referred to in Note 8 and reflected in the table below.
21
Notes to the financial statements - continued
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Liquidity risk - continued
The following table analyses the Company’s financial liabilities into relevant maturity groupings based on
the remaining year at the reporting date to the contractual maturity date. The amounts disclosed in the tables
below are the contractual undiscounted future cash flows. Balances due within 12 months equal their
carrying balances, as the impact of discounting is not significant.
Within 1
year
Between 1
and 2 years
Between 2
and 5 years
Over
5 years
Total
€
€
€
€
€
31 March
2026
Borrowings
4,543,500
68,628,354
36,269,933
-
109,441,788
Payables
(Note 9)
101,290
-
-
-
101,290
4,644,790
68,628,354
36,269,933
-
109,543,077
31 March
2025
Borrowings
2,827,500
67,827,500
-
-
70,655,000
Payables
(Note 9)
29,810
-
-
-
29,810
2,857,310
67,827,500
-
-
70,684,810
2.2 Capital risk management
The Group’s objectives when managing capital at subsidiary level are to safeguard the respective
Companies’ ability to continue as a going concern in order to provide returns for shareholders and benefits
for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to
maintain or adjust the capital structure, the Company may issue new shares or adjust the amount of
dividends paid to shareholders.
The Company’s equity, as disclosed in the statement of financial position, constitutes its capital. The
Company maintains its level of capital by reference to its financial obligations and commitments arising
from operational requirements. Taking cognisance of the nature of the Company’s assets, backing the
Company’s principal borrowings, the Capital level at the end of the reporting year is deemed adequate by
the Directors.
2.3 Fair values of financial instruments
At 31 March 2026, the carrying amounts of cash at bank, receivables, payables and accrued expenses
approximated their fair values due to the nature or short-term maturity of these instruments. The loans to
parent and fellow subsidiaries have a fair value of approximately €76,020,124 as at 31 March 2026,
compared to a carrying amount of €98,479,947. The fair values were calculated based on cash flows
discounted using a current lending rate for similar instruments at the reporting date. They are classified as
Level 3 fair values in the fair value hierarchy required by IFRS 7, ‘Financial instruments: Disclosures’ due
to the inclusion of unobservable inputs including counterparty credit risk. Information on the fair value of
the Company’s bonds issued to the general public is disclosed in Note 8 to the financial statements. The fair
value estimate in this respect is deemed Level 1 as it constitutes a quoted price in an active market.
22
Notes to the financial statements - continued
3. Significant accounting estimates and judgments
The preparation of the Company’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures, and the disclosure of contingent liabilities. Use of available information
and application of judgement are inherent in the formation of estimates. Actual results in the future could
differ from such estimates and the differences may be material to the financial statements. These estimates
are reviewed on a regular basis and, if a change is needed, it is accounted for in the year the changes are
known.
Except for the below, in the opinion of the Directors, the accounting judgments, estimates and assumptions
made in the course of preparing these financial statements are not difficult, subjective, or complex to a
degree which would warrant their description as critical in terms of the requirements of
IAS 1.
Provision for expected credit losses of loans receivable
The Company assesses the credit risk of loans receivable for significant increase since initial recognition
at the reporting date. If there is a significant increase in credit risk, lifetime ECL is recognised. The principle
of significant deterioration in credit risk is achieved by performing an assessment to compare the risk of
default occurring at the reporting date with the risk of default occurring at the date of initial recognition,
by reference to an analysis of the financial performance and position of related party borrowers. The
assessment of ECLs is a significant estimate since the amount thereof is sensitive to changes in
circumstances and of forecast economic conditions. As at 31 March 2026, the ECL was deemed immaterial
to be recognised on the loans receivable.
4. Loans receivable
2026
2025
€
€
Non-current
Loan to parent
33,888,101
1,488,101
Loans to fellow subsidiaries
62,844,584
62,844,585
96,732,685
64,332,686
Current
Accrued interest receivable
1,747,262
-
98,479,947
64,332,686
The loans receivable represents the proceeds from the bond issue (see Note 8) which have been loaned by
the Company to SD Holdings Limited (the Company’s parent undertaking and guarantor of the bonds) and
to Hotel San Antonio Limited and Seabank Hotel and Catering Limited (both fellow subsidiaries of the
Issuer). The principal purposes for these loans were the re-financing of existing banking facilities of the
respective borrower, the financing of the redemption of certain redeemable preference shares of Seabank
Hotel and Catering Limited, and for the general corporate funding purposes of the db Group as the need
arises in the ordinary course of business.
These loans are subject to interest at a fixed interest rate of 4.55% (2025: 4.55%), with an additional renewal
fee, which is charged on the loans at a floating rate at the discretion of the Directors of the Issuer (see Note
10). Both the interest and renewal fee are repayable every 10th April of each year.
During the reporting period, the element of the floating rate was 0.50% (2025: 0.22%). Renewal fees
recognised as part of Finance income amounted to €161,272 (2025: €142,131)
(see Note 10). The loans are unsecured and repayable by not later than 10 April 2027.
23
Notes to the financial statements – continued
4. Loans receivable - continued
In October 2025, the Company entered into an agreement to lend an additional €32.4 million to SD
Holdings Limited. This was used to settle existing intercompany balances and to provide general corporate
funding to the db Group. The loan bears interest at a fixed annual rate of 5.50% repayable every 15th
January of each year. The loan is unsecured, and is payable no later than 15 January 2031.
5. Receivables
2026
2025
€
€
Current
Amounts owed by parent
1,632
1,632
Amounts owed by fellow subsidiaries
65,877
65,877
Prepayments
-
14
67,509
67,523
Amounts owed by parent and fellow subsidiaries pertains to accrued renewal fees which are repayable
every 10th April of each year (see Note 4).
6. Cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash equivalents comprise of the following:
2026
2025
€
€
Cash at bank
2,091,554
3,390,700
7. Share capital
2026
2025
€
€
Authorised
250,000 ordinary shares of €1 each
250,000
250,000
Issued and fully paid
250,000 ordinary shares of €1 each
250,000
250,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the
Company’s residual assets.
24
Notes to the financial statements - continued
8. Borrowings
2026
2025
€
€
Non-current
650,000 4.35% Bonds 2017-2027
64,992,445
64,890,518
330,000 5.20% Bonds 2025-2031
32,473,457
-
97,465,902
64,890,518
Current
650,000 4.35% Bonds 2017-2027
(102,751)
(106,712)
330,000 5.20% Bonds 2025-2031
(91,748)
-
Accrued interest payable
2,912,666
2,677,166
2,718,167
2,570,454
100,184,069
67,460,972
The current portion of the bonds represents unamortised bond issue costs which will be amortised in the
next 12 months.
The bonds are measured at the amount of the net proceeds adjusted for the amortisation of the difference
between the net proceeds and the redemption value of such bonds, using the effective yield method as follows:
2026
2025
€
€
Original face value of bonds issued
98,000,000
65,000,000
Gross amount of bond issue costs
(1,576,897)
(924,036)
Accumulated amortization
848,300
707,842
Unamortised bond issue costs
(728,597)
(216,194)
Accrued interest payable
2,912,666
2,677,166
Closing carrying amount of the bonds
100,184,069
67,460,972
Analysed as follows:
650,000 4.35% Bonds 2017-2027
64,596,210
67,460,972
330,000 5.20% Bonds 2025-2031
35,587,859
-
100,184,069
67,460,972
650,000 4.35% Bonds 2017-2027
By virtue of an offering memorandum dated 27 March 2017, the Company issued €65,000,000 bonds with a
face value of €100 each. The bonds have a coupon interest of 4.35% which is payable annually in arrears, on
25 April of each year. The bonds are redeemable at par and are due for redemption on 25 April 2027. The
bonds are guaranteed by SD Holdings Limited, which has bound itself jointly and severally liable with the
issuer, for the repayment of the bonds and interest thereon, pursuant to and subject to the terms and conditions
in the offering memorandum. There are no guarantee fees charged by SD Holdings Limited to the Company.
The bonds were admitted on the Official List of the Malta Stock Exchange on 4 May 2017. The quoted market
price as at 31 March 2026 for the bonds was €97.37 (2025: €99.5). The fair value of these financial liabilities
as at 31 March 2026 amounts to €63,290,500 (2025: €64,675,000).
In accordance with the provisions of the prospectus, the proceeds from the bond issue have been loaned by
the Company to related parties (refer to Note 4).
25
Notes to the financial statements – continued
8. Borrowings - continued
330,000 5.20% Bonds 2025-2031
During the year, the Company established an unsecured bond issuance programme of up to €60,000,000
guaranteed by SD Holdings Limited.
On 3 October 2025, approval from the Malta Financial Services Authority was obtained for the issuance of
Series 1 Tranche 1, comprising 330,000 bonds with face value of €100 each, for an aggregate nominal value
of €33,000,000. The bonds have a coupon interest of 5.20% which is payable annually in arrears every 15
February. The bonds are redeemable at par and are due for redemption on 15 February 2031. The bonds were
admitted to listing on the Malta Stock Exchange on 12 November 2025.
The quoted market price as at 31 March 2026 of the bonds was €101.15, resulting in a fair value of
€33,379,500.
The proceeds from the bond issue have been loaned by the Company to related parties (refer to Note 4) and
utilised for general corporate funding purposes.
As of 31 March 2026, bonds with a face value of €40,000 were held by a company director.
9. Other payables and accruals
Amounts owed to fellow subsidiaries pertain to Director’s fees recharged by the Group (refer to Note 16).
10. Finance income
The increase in finance income during the year mainly reflects an additional loan to the parent undertaking
in October 2025, together with higher renewal fee rate (see Note 4).
11. Finance costs
2026
2025
€
€
Current
Other accruals
26,479
21,605
Amounts owed to fellow subsidiaries
71,502
4,593
Other payables
3,309
3,612
101,290
29,810
2026
2025
€
€
Interest income on loan to parent:
Fixed interest income
813,870
67,708
Variable renewal fee
4,435
3,341
Interest income on loans to fellow subsidiaries:
Fixed interest income
2,859,429
2,859,429
Variable renewal fee
156,837
138,790
3,834,571
3,069,268
2026
2025
€
€
Nominal interest on bonds
3,492,896
2,827,500
Amortization of bond issue costs
149,767
101,646
3,642,663
2,929,146
26
Notes to the financial statements - continued
12. Expenses by nature
Auditor’s fees
Fees charged by the auditor for services rendered during the financial years ended 31 March 2026 and 2025
relate to the following:
During the current year, fees in relation to non-assurance services amounting to €900 (2025: €1,000) have
been charged by connected undertakings of the Company’s auditor, in respect of tax advisory and
compliance services.
13. Directors’ emoluments
14. Tax expense
The tax on the Company’s profit before tax is the same as the theoretical amount that would arise using the
basic tax rate as follows:
2026
2025
€
€
Directors’ fees (Note 13)
43,117
43,073
Listing and related compliance costs
55,221
46,909
Legal and professional fees
38,564
39,330
Other expenses
1,433
4,600
Total administrative expenses
138,335
133,912
2026
2025
€
€
Annual statutory audit
22,000
15,500
2026
2025
€
€
Directors’ fees
43,117
43,073
2026
2025
€
€
Current taxation
Current tax expense
18,751
2,174
2026
2025
€
€
Profit before tax
53,573
6,210
Tax on profit at 35%
18,751
2,174
27
Notes to the financial statements - continued
15. Net debt reconciliation
Net debt pertains to the Company’s borrowings which include the principal of the bonds net of unamortised
bond issue costs and the related interest payable. Other than as disclosed in Note 8 ‘Borrowings’ with
respect to the amortisation of bond issue costs and payment of interest, and the additional loan of €32.4
million during the year as disclosed in Note 4, there were no further movements in the Company’s net debt.
16. Related parties
The Company forms part of the db Group of Companies. All companies forming part of the db Group are
related parties since these companies are all ultimately owned by SD Holdings Limited.
Transactions with companies forming part of db Group principally include loans during prior periods, as
disclosed in Note 4 to the financial statements. Interest income and renewal fees earned from these loans
is disclosed in Note 10. Other year end balances with related parties are disclosed separately in Note 5 and
Note 9 and such balances are unsecured, interest free and repayable on demand.
Part of the Director’s fees are being recharged to the Company by the Group and is paid to a fellow
subsidiary (see Note 13). The Group also provides certain accounting and management services to the
Company that is not being recharged to the Company.
Key management personnel comprises the Directors of the Company. Key management personnel
compensation, consisting of remuneration to the Company’s Directors, has been disclosed in Note 13.
17. Subsequent events
On 27 May 2026, the Company issued additional bonds under its €60,000,000 unsecured bond issuance
programme comprising:
• Series 1 Tranche 2: 200,000 bonds with a nominal value of €100 each, amounting to €20,000,000
and
• Series 1 Tranche 3: 70,000 bonds with a nominal value of €100 each, amounting to €7,000,000.
The bonds carry a coupon of 5.20% payable annually in arrears and are redeemable at par on 15 February
2031. These tranches are fully fungible with the existing Series 1 Tranche 1 bonds (see Note 8).
The quoted market price of the Series 1 Tranche 3 bonds on 29 May 2026, being the first quoted trading
date, was €100.50, while the Series 1 Tranche 2 bonds were quoted at €100.49 on 11 June 2026.
These issuances occurred after the reporting date and have not been recognised in the financial statements.
There were no other events subsequent to year end which would require adjustment to or disclosure in the
annual financial statements of the Company.
18. Statutory information
SD Finance plc is a limited liability company and is incorporated in Malta, with its registered address at
Seabank Hotel, Marfa Road, Mellieha, MLH 9064, Malta.
The immediate and ultimate parent company of SD Finance plc is SD Holdings Limited, a company
registered in Malta, with its registered address at db Seabank Resort & Spa, Marfa Road, Mellieha Bay,
Mellieha, MLH 9064, Malta.
The ultimate beneficial owner of SD Holdings Limited is Silvio Debono and Veronica Debono.
Ernst & Young Malta Limited
Regional Business Centre
Achille Ferris Street
Msida MSD 1751, Malta
Tel: +356 2134 2134
Fax: +356 2133 0280
ey.malta@mt.ey.com
ey.com
28
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
Report on the audit of the financial statements
Opinion
We have audited the financial statements of S.D. Finance plc (the “Company”), set on pages 9 to 27, which
comprise the statement of financial position as at 31 March 2026, and the statement of comprehensive income,
the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policies information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Company as at 31 March 2026, and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the EU (“IFRS”), and the Companies
Act, Cap. 386 of the Laws of Malta (the “Companies Act”).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) and the Companies Act.
Our responsibilities under those standards and under the Companies Act are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the International Code of Ethics for Professional Accountants (including
International Independence Standards) as issued by the International Ethics Standards Board of Accountants
(IESBA Code), as applicable to audits of financial statements of public interest entities together with the ethical
requirements that are relevant to our audit of the financial statements of public interest entities in accordance with
the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy
Profession Act, Cap. 281 of the Laws of Malta. We have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
29
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
Report on the audit of the financial statements - continued
Key audit matters incorporating the most significant risks of material misstatements, including
assessed risk of material misstatements due to fraud
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. 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 receivable from related parties
The loans receivable represent loans to SD Holdings Limited (the Parent of the Company and the Guarantor of
the bonds issued by the Company) amounting to Eur33.9m and to Seabank Hotel and Catering Limited and Hotel
San Antonio Limited (fellow subsidiaries) amounting to Eur62.8m.
As disclosed in Note 1.3.5, Note 2.1, Note 3 and Note 4 to the financial statements, the Company assesses whether
the loans receivable are impaired at each reporting date.
Reasons for designation as a KAM
The loans receivable which were financed through the bond issue are the primary asset of the Company,
comprising 98% of the total assets of the Company.
Audit procedures
Our audit procedures over the recoverability of loans receivable from related parties included amongst others:
• Obtaining and agreeing the salient terms and conditions to the underlying loan agreements supporting
the loans receivable from the Company’s parent and from fellow subsidiaries;
• Assessing the reasonableness of key assumptions and considerations in assessing the recoverability of
loans receivable including amongst others analysis of the latest financial information of the borrowers
and the cashflow forecasts prepared by management;
• Assessing the relevance and adequacy of disclosures relating to the Company’s recoverability of loans
receivable from related partes presented in Note 1.3.5, Note 2.1, Note 3 and Note 4 to the financial
statements.
30
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
Report on the audit of the financial statements - continued
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report, other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon other than our reporting on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of the Directors and those charged with governance for the financial statements
The Directors are responsible for the preparation and fair presentation of the financial statements in accordance
with IFRS and the requirements of the Companies Act and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters 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.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
31
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
Report on the audit of the financial statements - continued
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgment 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;
• 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 auditor’s 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 auditor’s 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 those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
32
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
Report on other legal and regulatory requirements
Matters on which we are required to report by the Companies Act
Directors’ report
We are required to express an opinion as to whether the Directors’ report has been prepared in accordance with
the applicable legal requirements. In our opinion the Directors’ report has been prepared in accordance with the
Companies Act.
In addition, in the light of the knowledge and understanding of the Company and its environment obtained in the
course of the audit, we are required to report if we have identified material misstatements in the Directors’ report.
We have nothing to report in this regard.
Other requirements
We also have responsibilities under the Companies Act to report if in our opinion:
• proper accounting records have not been kept;
• the financial statements are not in agreement with the accounting records and returns;
• we have not received all the information and explanations we require for our audit.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were appointed as the statutory auditor on 1 December 2023. The total uninterrupted engagement period as
statutory auditor, including renewals and reappointments amounts to three years.
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.
Non-audit services
No prohibited non-audit services referred to in Article 18A(1) of the Accountancy Profession Act, Cap. 281 of
the Laws of Malta were provided by us to the Company and we remain independent of the Company as described
in the Basis for opinion section of our report.
No other services besides statutory audit services and services disclosed in the annual report and in the financial
statements, were provided by us to the Company.
33
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
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 year ended 31 March 2026, entirely prepared in a single electronic reporting format.
Responsibilities of the Directors
The Directors are responsible for the preparation of the annual financial report, 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 year ended 31 March 2026 has been prepared in XHTML format
in all material respects.
34
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of S.D. Finance plc
Report on other legal and regulatory requirements - continued
Matters on which we are required to report by the Capital Markets Rules
Corporate governance statement
The Capital Markets Rules issued by the Malta Financial Services Authority (“MFSA”) require the Directors to
prepare and include in their annual report a 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 auditor 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 implication 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 the other information
included in the annual report.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in
the statement of compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s
governance procedures or its risk and control procedures.
In our opinion:
• the corporate governance statement set out on pages 5 to 8 has been properly prepared in accordance
with the requirements of the Capital Markets Rules issued by the MFSA
• 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 page 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.
The partner in charge of the audit resulting in this independent auditor’s report is
Christopher Portelli for and on behalf of
Ernst & Young Malta Limited
Certified Public Accountants
27 July 2026