Shoreline Mall p.l.c.
C 84005
Annual report and financial statements
30 June 2026
Shoreline Mall p.l.c.
0
Contents
Page
Directors, officers and other information 1
Directors' report 2 - 4
Statement of Directors' responsibilities 5
Statement of corporate governance 6 - 14
Statement of profit or loss and other comprehensive income 15
Statement of financial position 16
Statement of changes in equity 17
Statement of cash flows 18
Notes to the financial statements 19 - 49
Independent auditors' report 50 - 60
Shoreline Mall p.l.c.
1
Directors, officers and other information
Directors: Ryan Edward Otto
Roderick Psaila
Charles Scerri
Robert Ancilleri
Company secretary: Luana Pace
Registered office: Suite 407, Level 4, Block SCM 01
Smart City Malta, Ricasoli, Kalkara
SCM 1001
Malta
Country of incorporation: Malta
Company registration
number: C 84005
Auditor: GCS Assurance Malta Limited
Agora Business Centre
Level 2, Valley Road
Msida
MSD 9020
Malta
Bankers: Bank of Valletta p.l.c.
The Strand
Triq Ix-Xatt
Gzira
GZR 1022
Malta
WAMO Solution Limited
Portomaso Business Tower
Level 11, Vjal Portomaso
St. Julians
STJ 4011
Malta
Shoreline Mall p.l.c.
2
Directors’ report
Year ended 30 June 2026
The Directors present their report and the audited financial statements for the period ending 30 June 2026.
Overview and principal activities
Shoreline Mall p.l.c. (the “Company”) is a public limited liability company incorporated in Malta on 15
December 2017 with registration number C 84005. The registered address of the Company is Suite 407,
Level 4, Block SCM01, Smart City Malta, Ricasoli, Kalkara, SCM 1001, Malta. These financial statements
cover the financial year ended 30 June 2026.
The Company’s principal activity is to manage the Shoreline Mall shopping complex and to develop
residential villas for resale. The Company’s main business consists of:
a. The generation of rental income from the commercial operations within the Shoreline Mall
units and carpark; and
b. The sale of immovable property within the Shoreline site, mainly consisting of residential
villas.
Review of the business trading performance
The Company generated net rental income of EUR3,005,348 (2025 – EUR2,374,939) and operating profit
for the year of EUR478,016 (2025 – EUR56,453) after taking into account depreciation and amortisation
costs of EUR1,916,313 (2025 – EUR1,881,005). However, the Company registered a loss after tax of
EUR1,321,845 (2025 – EUR1,064,910) for the year ended 30 June 2026 after taking into account its finance
costs.
The residential villas have been fully constructed, with only the finishing works remaining. While limited
progress was made during the financial year, management has now refocused its efforts on completing the
outstanding works and expects the residential villas to be ready for sale and placed on the market during
the next financial year.
As at the reporting date, Shoreline Mall p.l.c. is a defendant included in an arbitration case under the
International Chamber of Commerce (ICC) rules of arbitration, in relation to a design and build contract
between, a fellow subsidiary, Shoreline Contracting Ltd and Koray Global Malta Limited. ICC found prima
facie basis for Shoreline Mall p.l.c. to be included in the set proceedings although Shoreline Mall p.l.c. has
applied for revocation of being included as it was never contractually a party to the agreement at any time.
Due to the current stage of the arbitration process, it is not currently feasible to determine the likely outcome
of the case. While management acknowledges the possibility of an economic outflow arising from this
matter, a contingent liability was disclosed, however no provision has been recognised in these financial
statements, accordingly.
Financial position
As at 30 June 2026, the Company’s total assets amounted to EUR76,241,489, broadly in line with the
previous year of EUR76,357,550. Non-current assets decreased to EUR66,219,360 (2025 –
EUR68,066,294) primarily reflecting the decrease in the carrying value of investment property. Current
assets increased to EUR10,022,129 (2025 – EUR8,291,256), mainly due to higher trade and other
receivables and an increase in cash and cash equivalents.
Total equity increased from EUR17,463,339 to EUR17,628,159, from a combination of the increase in
accumulated losses incurred during the year and a capital contribution of EUR1,486,665. The significant
decrease in current liabilities, from EUR18,991,622 to EUR3,244,701, was primarily attributable to the
movement of amounts due to group companies from current to non-current liabilities. Accordingly, there
is a corresponding increase in non-current liabilities. At 30 June 2026, the Company had net current assets
of EUR6,777,428.
Shoreline Mall p.l.c.
3
Directors’ report (continued)
Year ended 30 June 2026
Financial risk management
The Company is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk,
as disclosed in note 5 to the financial statements.
Outlook for 2027
Shoreline Mall continues to strengthen its position as a leading retail destination in the south of Malta, and
the Board expects this momentum to carry into the next financial period. In the short term, footfall has
already shown a clear upward trend, with visitor numbers improving month on month. This growth reflects
the mall's strengthening appeal and the effectiveness of the initiatives introduced during the period.
Building on this, a programme of events has been planned not only to attract new customers to the mall,
but also to encourage a steadier flow of visitors throughout the week, reducing reliance on peak weekend
trading and supporting more consistent performance across our tenant base.
The residential component owned by the Shoreline group is also beginning to contribute to the mall's
catchment. Residents have already moved into the first completed block, and further occupancy is expected
as the remaining blocks are completed and handed over. As both long-term and short-term residents take
up occupancy, the mall is expected to benefit from a growing, on-site community of regular shoppers.
Accessibility is a further area of focus. Management is working with the relevant stakeholders to improve
public transport links to the mall, including direct bus services from Marsaskala and other key localities
in the south. Improved connectivity is expected to widen the mall's reach and make it more convenient for
customers across the region to visit.
In addition, the closure of other shopping facilities within the locality is expected to redirect further footfall
towards Shoreline Mall, reinforcing its role as the principal retail offering in the area.
Taken together, these factors position Shoreline Mall to expand its market share in the south of the island
and to deliver continued growth in footfall and tenant sales over the coming financial period.
As mentioned, the Company is a defendant included in an arbitration case under the International Chamber
of Commerce (ICC) rules of arbitration, in relation to a design and build contract between, a fellow
subsidiary, Shoreline Contracting Ltd and Koray Global Malta Limited. The arbitration case is underway
and our expectations is that the case will be concluded by the end of the next financial year ending 30 June
2027.
Dividends
No dividend is being recommended as the Company did not have any distributable reserves at the end of
the reporting period.
Corporate Governance
The Directors are committed and fully support the adoption of the relevant corporate governance
standards, in this case the Code of Principles of Good Corporate Governance (the “Code”), which entails
amongst others, principles such as the appointment of independent Directors to the Board, the formation
of an audit committee as well as the continued adoption of internal controls to manage, review and
safeguard the Company’s assets and operations.
Shoreline Mall p.l.c.
4
Directors’ report (continued)
Year ended 30 June 2026
Going concern
Although the Company recorded a loss after tax of EUR 1,321,845 (2025 - EUR 1,064,910) for the year,
after taking into account depreciation, amortisation, expected credit loss (“ECL”) impairment expense and
finance costs, the Company continues to demonstrate growth and generate substantial net rental income
and positive cash flows from its operating activities during the current financial year.
The Directors expect the Company to continue generating increased levels of net rental income,
supplemented by proceeds from the disposal of fixed property, which are anticipated to support positive
cash flows over the medium term. Furthermore, the mall has continued to record growth in total retail sales
subsequent to the reporting date, which further supports the outlook for the periods ahead.
The Company acknowledges that the Shoreline Mall Secured Bonds 2026 were originally scheduled for
redemption on 1 August 2026. At a bondholders’ meeting held on 30 June 2026, bondholders approved a
two-year extension of the redemption date of the Series A Bonds, thereby extending their maturity date to
1 August 2028. The Company also acknowledges that as at the reporting date, Shoreline Mall p.l.c. is a
defendant included in an arbitration case against Koray Global Malta Limited.
The financial statements have been prepared on a going concern basis, which the Directors consider
appropriate. This assessment takes into consideration the successful extension of the maturity of the Series
A Bonds and a series of commitments and undertakings designed to preserve the Company's financial
position and support the redemption of the Series A Bonds. These include indemnities from the Company's
immediate and ultimate parent companies to provide ongoing financial support, enabling the Company to
meet its obligations as they fall due for the foreseeable future; restrictions on intra-group funding; the
establishment of a dedicated sinking fund; and the waiver of certain security rights by third parties. Further
details are provided in notes 22 and 29 to the financial statements.
Board of Directors
The Directors who served during the period and up till the date of this report are as follows:
Ryan Edward Otto (Executive Director)
Roderick Psaila (Non-executive Director)
Charles Scerri (Non-executive Director)
Robert Ancilleri (Non-executive Director)
In accordance with the Company’s articles of association all the Directors are to remain in office.
Auditors
GCS Assurance Malta Limited have expressed their willingness to continue in office and a resolution for
their reappointment will be proposed at the Annual General Meeting.
Signed on behalf of the Company's Board of Directors on 26 October 2026 by Robert Ancilleri and
Ryan Edward Otto as per the Directors' Declaration on ESEF Annual Financial Report submitted
in conjunction with the Annual Report and Financial Statements 2026.
Shoreline Mall p.l.c.
5
Statement of Directors’ responsibilities
Year ended 30 June 2026
The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements in
accordance with generally accepted accounting principles and practice which give a true and fair view of
the state of affairs of the Company at the end of each financial period and of the profit or loss of the
Company for the period then ended.
In preparing the financial statements, the Directors should:
◼
select suitable accounting policies and apply them consistently;
◼
make judgements and estimates that are reasonable; and
◼
prepare the financial statements 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 Maltese Companies Act (Cap. 386). This
responsibility includes designing, implementing and maintaining such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. The Directors are also responsible for safeguarding the assets
of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Additionally, the Directors are responsible for:
▪ the preparation and publication of the Annual Financial Report, including the financial statements, in
XHTML format in accordance with the requirements of the European Single Electronic Format
Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815
(the “ESEF RTS”), as required by Capital Markets Rule 5.56A,
▪ designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report in XHTML format, that is free from material misstatement, whether due to fraud or
error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into
a single electronic reporting format.
Statement of responsibility pursuant to the Capital Market Rules issued by Malta Financial Services
Authority
In accordance with Capital Market Rule 5.68, we confirm that to the best of our knowledge:
a) the financial statements give a true and fair view of the financial position of the Company as at
30 June 2026 and of their financial performance and cash flows for the year then ended, in
accordance with International Financial Reporting Standards as adopted by the EU (or “IFRS” as
adopted by the EU); and
b) the Directors’ report includes a fair review of the performance of the business and the financial
position of the Company, together with a description of the principal risks and uncertainties that
they face.
Signed on behalf of the Company's Board of Directors on 26 October 2026 by Robert Ancilleri
(Director) and Ryan Edward Otto (Director) as per the Directors' Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Financial Statements 2026.
Shoreline Mall p.l.c.
6
Statement of Corporate Governance
Year ended 30 June 2026
Introduction
The Board of Directors (the “Board”) of Shoreline Mall p.l.c. (also referred to as “the Company”)
acknowledges that effective corporate governance is critical to the proper functioning not just of the sector
in which the Company operates but the Maltese society at large. Hence, it is committed to high standards
of corporate governance and has a solid corporate governance framework that is built around the principles
of control and accountability. The Board further believes that good corporate governance has a positive
impact on the Company’s performance.
The Company is subject to regulation by the Malta Financial Services Authority (“MFSA”). It is required
to include a statement of compliance with the Code of Principles of Good Corporate Governance (the
“Code”) contained in Appendix 5.1 of the Capital Markets Rules issued by the Malta Financial Services
Authority. In terms of Listing Rule 5.94 and the Code’s Preamble, the Company is obliged to disclose
compliance or non-compliance with the provisions of the said Code. The Company strives to maintain the
highest standards of disclosure in reporting the effective measures adopted to ensure compliance with the
Code, and to explain the instances of non-compliance.
General
The Board has carried out a review of the Company’s compliance with the Code. It has taken measures for
the Company to comply with the requirements of the Code to the extent that it is considered appropriate
and complementary to the size, nature and operations of the Company.
The Company acknowledges that although the Code does not dictate or prescribe mandatory rules, the
Board endorsed the principles recommended in the Code and ensured their adoption, save as indicated
within the section entitled Non-Compliance with the Code where the Board indicates and explains the
instances where it has not complied with the Code.
For the avoidance of doubt, reference in this Statement to compliance with the principles of the Code means
compliance with the Code’s main principles.
The Board believes that for the financial year under review, the Company has generally complied with the
requirements for each of the Code’s main principles. Further information in this respect is provided
hereunder.
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle One: The Company's Board of Directors
The Board reports that for the financial year under review, the Directors have provided the necessary
leadership in the overall direction of the Company and have performed their responsibilities for the efficient
and smooth running of the Company. The Board is composed of members who are honest, competent and
solvent and thus fit and proper to direct the business of the Company. All the members of the Board are
fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of
the Company. The Board is accountable for its performance and that of its delegates to shareholders and
other relevant stakeholders.
The Board has adopted prudent and effective systems throughout the year under review, which ensure an
open dialogue between the Board and senior management.
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.
During the year, the Board delegated specific responsibilities to the Audit Committee. Further detail in
relation to this committee and its responsibilities can be found under Principle Four of this Statement.
Principle Two: The Company's Chairman and Chief Executive Officer (“CEO”)
The Chairman exercises independent judgement and is responsible to lead the Board and sets its agenda,
whilst also ensuring that the Directors receive precise, timely and objective information so that they can
take sound decisions and effectively monitor the performance of the Company. The Chairman is also
responsible for ensuring effective communication with shareholders and ensuring active engagement by all
members of the Board for discussion of complex or contentious issues.
The role of the CEO is carried out by Ryan Edward Otto who is accountable to the Board for all business
operations of the Company and ensures the effective overall management and control of the business and
proper coordination of the activities undertaken.
Although the roles of the Chairman and the CEO are now held by the same individual, the division of
responsibilities for each role have been clearly established and agreed by the Board. The Chief Financial
Officer is responsible for financial reporting and financial controls, whilst statutory compliance is
performed by the Company Secretary. The Chief Operational Officer is responsible for operations and site
risk management. These representatives in turn report to the CEO and when required, to the Board directly.
The Company forms part of the Shoreline group of companies (the “group”) but has its own management
structure and accounting systems and internal controls, and is governed by its own Board, whose members,
are appointed by the shareholders of the Company. This provides sufficient delegation of powers to achieve
effective management. The organisational structure ensures that decision making powers are spread wide
enough to allow proper control and reporting systems to be in place and maintained in such a way that no
one individual or small group of individuals has unfettered powers of decision.
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle Three: Composition of the Board
During the year, the Board was composed of four (4) members, with one (1) executive and three (3) non-
executive Directors, with each member offering core skills and experience that are relevant for the
successful operation of the Company. The Board is responsible for the overall long-term strategy and
general policies of the Company, monitoring the Company’s systems of control and financial reporting and
communicating effectively with the market as and when necessary.
The Board of Directors consists of the following:
• Robert Ancilleri – Independent non-executive Director
• Charles Scerri – Independent non-executive Director
• Ryan Edward Otto – Chairman/ Executive Director
• Roderick Psaila – Non-executive Director
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors
to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made
by the Board to fill a casual vacancy, which appointment would be valid until the conclusion of the next
Annual General Meeting of the Company following such an appointment. In terms of the Articles of
Association, a Director shall hold office without retirement until death or until they retire or are removed
by the Company in accordance with Article 140 of the Companies Act (Cap. 386).
Mr. Robert Ancilleri and Mr. Charles Scerri are considered by the Board to be independent non-executive
members of the Board.
None of the independent non-executive Directors:
a) is or has been employed in any capacity with the Company and/or the group;
b) has or had a significant business relationship with the Company and/or the group;
c) has received significant additional remuneration from the Company and/or the group;
d) has close family ties with any of the Company's executive Directors or senior employees;
e) has served on the Board for more than twelve consecutive years; or
f) is or has been within the last three years an engagement partner or a member of the audit team of
the present external auditor of the Company and/or the group.
Each non-executive Director has declared in writing to the Board that he undertakes:
a) to maintain in all circumstances his independence of analysis, decision and action;
b) not to seek or accept any unreasonable advantages that could be considered as compromising his/her
independence; and
c) to clearly express his/her opposition in the event that he finds that a decision of the Board may harm
the Company.
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle Four: The Responsibilities of the Board
The Board acknowledges its statutory mandate to conduct the administration and management of the
Company. In fulfilling this mandate and discharging its duty of stewardship of the Company, the Board
assumes responsibility for the Company’s strategy and decisions with respect to the issue, servicing and
redemption of its Bonds in issue, and for monitoring that its operations are in conformity with its
commitments towards the Bondholders, the Company’s shareholders, and all relevant laws and regulations.
The Board is also responsible for ensuring that the Company establishes and operates effective internal
control and management information systems, identifies and ensures that significant risks are managed
satisfactorily and that it communicates effectively with the market.
Directors are entitled to seek independent professional advice at any time on any aspect of their duties and
responsibilities, at the Company's expense.
The Board has also established an Audit Committee. The terms of reference of this Committee are compliant
with the Capital Markets Rules.
The Audit Committee
The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing
with issues of risk, control and governance; and review the financial reporting processes, financial policies
and internal control structure. During the financial year under review, the Audit Committee met four (4)
times and all members were present for the meetings.
The Board has set formal terms of establishment and the terms of reference of the Audit Committee that
establish its composition, role and function, the parameters of its remit as well as the basis for the processes
that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly
responsible and accountable to the Board.
Furthermore, the Audit Committee has the role and function of scrutinising and evaluating any proposed
transaction to be entered into by the Company with 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.
The Audit Committee is composed of three (3) members:
• Charles Scerri – Chairman
• Robert Ancilleri – Member
• Roderick Psaila – Member
Two (2) of the members are independent non-executive Directors and are competent in accounting/or
auditing in terms of Capital Markets Rule 5.117 on the basis that they are all qualified accountants and
auditors.
In terms of Capital Markets Rule 5.127.7, the Audit Committee is responsible for developing and
implementing policy on the engagement of the external auditor to supply non-audit services.
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2026
Internal Control and Risk Management
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.
Other key features of the system of internal controls adopted by the Company are as follows:
Risk identification, control and reporting
The Board, with the assistance of the management team, is responsible for the identification and evaluation
of key risks applicable to the areas of business in which the Company is involved. These risks are assessed
on a continual basis with a view to control and mitigate where deemed necessary. Major risks (if identified)
that are applicable to their areas of business are reported and then discussed at Board meetings.
Information and communication
Periodic strategic reviews which include consideration of long-term financial projections and the evaluation
of business alternatives are regularly convened by the Board. An annual budget is prepared and performance
against this plan is actively monitored and reported to the Board.
Reporting
The Company has implemented control procedures designed to ensure complete and accurate accounting
for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken
include physical controls, segregation of duties and reviews by management. On a quarterly basis, the Board
receives a comprehensive analysis of financial and business performance.
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle Five: Board Meetings
The Board meets as often and as frequently as required to discharge its duties effectively. The Directors are
notified of forthcoming meetings by the Company Secretary at least seven (7) days before with the issue of
an agenda and supporting Board papers. Minutes are prepared during Board meetings recording faithfully
attendance, and resolutions taken at the meeting. The Chairman ensures that all relevant issues are on the
agenda, supported by all available information, whilst encouraging the presentation of views pertinent to
the subject matter and giving all Directors every opportunity to contribute to relevant issues on the agenda.
The agenda for Board meetings seeks to achieve a balance between long-term strategic and short-term
performance issues.
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 seven (7) times during the financial year under
review.
The following Directors attended Board meetings as follows:
Name
Designation
Number of
Meetings
Ryan Edward Otto
Chairman/ Executive Director
7 out of 7
Roderick Psaila
Non-executive Director
7 out of 7
Robert Ancilleri
Non-executive Director
7 out of 7
Charles Scerri
Non-executive Director
7 out of 7
The Board has access to the advice and services of the Company Secretary who is responsible to the Board
for ensuring that Board procedures are complied with, as well as for ensuring sound information flows
between the Board and the Audit Committee.
Principle Six: Information and Professional Development
As part of succession planning and employee retention, the Board ensures that the Company implements
appropriate schemes to recruit, retain and motivate employees and senior management and keep a high
morale amongst employees.
The executive Directors are responsible for the recruitment and selection of senior management, consult
with the Board on the appointment of, and on a succession plan for, senior management.
Training (both internal and external) of management and employees remains a priority. The group often
allows adequate paid for study leave to employees who wish to further their education.
Principle Seven: Evaluation of the Board’s Performance
The mall opened to the public on 1 March 2024. The Board considered the requirements relating to the
evaluation of the Board’s performance. However, having regard to the size, structure and operational
requirements of the Company, The Board determined that the setting up of a separate committee for the
purpose of conducting an evaluation of the Board’s performance, would not be proportionate or necessary
at this stage.
Accordingly, the Board undertook a self-assessment of its performance and effectiveness during the
reporting period. The Board's evaluation considered, amongst other matters, its composition, the
effectiveness of its decision-making processes, the quality of information provided to directors, oversight
of the Company’s operations and strategy, and the functioning of the Audit Committee.
Shoreline Mall p.l.c.
12
Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle Seven: Evaluation of the Board’s Performance (continued)
The Board concluded that it continued to operate effectively and that the existing governance framework
remained appropriate to the Company’s circumstances.
The Board further confirms that no material changes to the Company’s governance structures or
organisation were identified. Accordingly, the Board is of the view that the Company has substantially
complied with this Principle.
Principle Eight: Remuneration and Nomination Committees
The Board of Directors considers that the size and operation of the Company does not warrant the setting
up of a nomination and remuneration committee. Appointments to the Board of Directors are determined
by the shareholders of the Company in accordance with the Company’s Memorandum and Articles of
Association. The Company considers that the members of the Board possess the level of skill, knowledge
and experience expected in terms of the Code.
Principles Nine and Ten: Relations with Shareholders and with the Market and with Institutional
Shareholders
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386 of the Laws of
Malta), the Annual Report and Financial Statements, the election of Directors and approval of Directors’
fees, the appointment of the external 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 Board is responsible for making relevant public announcements. It is also responsible to ensure that the
Company is meeting its continuing obligations in terms of the Capital Markets Rules. During the financial
year under review, the Company made eleven (11) public announcements to the market.
Principle Eleven: Conflicts of Interest
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and
its shareholders as a whole and of their obligation to avoid conflicts of interest.
Any Directors of the Company who hold a direct beneficial interest in the share capital of the Company are
susceptible to conflicts arising between the potentially diverging interests of the shareholders and the
Company. 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.
If a Director has a continuing material interest that conflicts with the interests of the Company, they are
obliged to take effective steps to eliminate the grounds for conflict. In the event that such steps do not
eliminate the grounds for conflict then the Director should consider resigning.
Moreover, the Audit Committee has the task to ensure that any potential conflicts of interest are resolved in
the best interests of the Company. Furthermore, in 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).
Shoreline Mall p.l.c.
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Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle Twelve: Corporate Social Responsibility
The Company seeks to adhere to conducting its business in a responsible and sustainable manner, taking
into account sound Principles of Corporate Social Responsibility in its management practices and is
committed to embark on commercial projects and initiatives that have a positive impact on the environment,
tangibly supporting the social dynamics of the Maltese community and ensure a more robust corporate
governance framework.
In terms of environmental sustainability, the Company strives to minimise our environmental footprint by
implementing sustainable practices such as the use of renewable energy, second class water and recycling
of waste. Such practices contribute towards reducing energy and water consumption as well as minimising
waste.
The group, to which the Company forms part of, remains particularly committed to the sports and health
sector wherein it has assisted in:
• development of sports through the sponsoring of multiple football clubs in the regional district at
both junior and senior levels; and
• supporting the community through hosting events, with all proceeds going to homes for battered
women. We also make additional donations to local philharmonic societies and other community
organizations.
Board independence, diversity and a strong control culture are key elements that the Company works
constantly on to ensure a sound governance structure.
Non-Compliance with the Code
As at the date hereof, the Board considers the Company to be in compliance with the Code except for the
following:
Principle Two: The Company's Chairman and Chief Executive Officer (“CEO”)
The Board has appointed Mr Ryan Edward Otto as Chairman of the Board whilst also occupying the role
of CEO of the Company. The Board believes that in the view that Mr Otto is involved in the day-to-day
operations of the Company, serving as Chairman of the Board would be beneficial in providing the Board
and the Company with strategic views for the growth of the Company. The Board further believes that the
continuous involvement and contribution of the non-executive Directors, further strengthens the relations
between the Executive and non-executive Directors, notwithstanding that the roles of Chairman of the Board
and CEO are performed by the same individual. The independent non-executive Directors shall carry out
regular reviews to assess the soundness of such decision, in particular to ensure that strong principles of
good corporate governance are upheld at all times.
The Board intends to keep under review the benefits of separating the role of the Chairman of the Board
and CEO, or otherwise.
Shoreline Mall p.l.c.
14
Statement of Corporate Governance (continued)
Year ended 30 June 2026
Principle Seven: Evaluation of the Board’s Performance
The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s
performance in accordance with the requirements of Code Provision 7.1. The Board believes that the stage
the Company has reached, the size of the Company and the Board itself do not warrant the establishment of
a committee specifically for the purpose of carrying out a performance evaluation of its role.
This notwithstanding, the Board undertook a self-assessment of its performance and effectiveness during
the reporting period. The Board considers that its current size and composition enable it to carry out an
effective evaluation of its own performance without the need to establish a separate committee. In view
thereof, the Board is of the understanding that the underlying objective of the provision is adequately
achieved through the Board’s own evaluation process, taking into account the Company’s circumstances.
Principle Eight: Committees
The Board considers that the size and operation of the Company do not warrant the setting up of a
nomination and remuneration committee in line with Code Provision 8A. The Board relies on the constant
scrutiny of the Board itself, the Company’s shareholders, the market and the rules by which the Company
is regulated as a listed entity. In addition, the Board took into consideration the fact that the remuneration
of the Board is not performance related.
The Board intends to keep under review the utility and possible benefits of having a Remuneration
Committee in due course.
Appointments to the Board of Directors are determined by the shareholders of the Company in accordance
with the Company’s Memorandum and Articles of Association. The Company considers that the members
of the Board possess the level of skill, knowledge and experience expected in terms of the Code.
Signed on behalf of the Company's Board of Directors on 26 October 2026 by Robert Ancilleri
(Director) and Ryan Edward Otto (Director) as per the Directors' Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Financial Statements 2026.
Shoreline Mall p.l.c.
15
Statement of profit or loss and other comprehensive income
Year ended 30 June 2026
The accompanying notes are an integral part of these financial statements.
Year ended 30 June
2026
2025
Notes
EUR
EUR
Rental income
7
3,440,847
2,983,241
Property operating expenses
8
(435,499)
(608,302)
Net rental income
3,005,348
2,374,939
Other income
82,016
11,632
Administrative expenses
8
(2,609,348)
(2,330,118)
Operating profit for the year
478,016
56,453
Finance costs
9
(1,736,590)
(1,739,587)
Loss before tax
10
(1,258,574)
(1,683,134)
Income tax (expense)/credit
11
(63,271)
618,224
Loss for the year
(1,321,845)
(1,064,910)
Shoreline Mall p.l.c.
16
Statement of financial position
As at 30 June 2026
As at 30 June
2026
2025
Notes
EUR
EUR
ASSETS
Non-current assets
Investment property
14
65,082,241
66,754,746
Property, plant and equipment
15
208,469
313,169
Intangible assets
11,300
17,758
Deferred tax asset
11
917,350
980,621
66,219,360
68,066,294
Current assets
Inventory under construction
17
6,081,988
6,075,052
Trade and other receivables
16
2,359,885
1,182,873
Amounts due from group companies
18
419,940
647,419
Cash and cash equivalents
25
1,160,316
385,912
10,022,129
8,291,256
Total assets
76,241,489
76,357,550
EQUITY
Share capital
23
18,075,998
18,075,998
Capital contribution
20
1,486,665
-
Accumulated losses
(1,934,504)
(612,659)
Total equity
17,628,159
17,463,339
LIABILITIES
Current liabilities
Trade and other payables
19
2,799,180
2,703,545
Amounts due to group companies
20
293,744
16,136,300
Lease liabilities
21
151,777
151,777
3,244,701
18,991,622
Non-current liabilities
Long-term deposits received
19
225,875
247,000
Amounts due to group companies
20
15,446,310
-
Debt securities in issue
22
39,696,444
39,655,589
55,368,629
39,902,589
Total liabilities
58,613,330
58,894,211
Total equity and liabilities
76,241,489
76,357,550
The accompanying notes are an integral part of these financial statements.
Signed on behalf of the Company’s Board of Directors on 26 October 2026 by Robert Ancilleri
(Director) and Ryan Edward Otto (Director) as per the Directors’ Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Financial Statements 2026.
Shoreline Mall p.l.c.
17
Statement of changes in equity
Year ended 30 June 2026
Share capital
Capital
contribution
Retained
earnings /
(accumulated
losses)
Total
EUR
EUR
EUR
EUR
Balance at 30 June 2024
18,075,998
-
452,251
18,528,249
Loss and total
comprehensive
loss for the year
-
-
(1,064,910)
(1,064,910)
Balance at 30 June 2025
18,075,998
-
(612,659)
17,463,339
Loss and total
comprehensive
loss for the year
-
-
(1,321,845)
(1,321,845)
Contributions during the year
(note 20)
-
1,486,665
-
1,486,665
Balance at 30 June 2026
18,075,998
1,486,665
(1,934,504)
17,628,159
The accompanying notes are an integral part of these financial statements.
Shoreline Mall p.l.c.
18
Statement of cash flows
Year ended 30 June 2026
Year ended 30 June
2026
2025
EUR
EUR
Cash flows from operating activities
Loss before tax
(1,258,574)
(1,683,134)
Depreciation & amortisation
1,916,313
1,881,005
Expected credit loss allowance on trade receivables
139,405
-
Interest expense
1,736,590
1,739,587
Interest income
-
(2,286)
2,533,734
1,935,172
Working capital movements:
Movement in inventory under construction
(6,936)
(54,815)
Movement in trade and other receivables
(1,316,416)
(348,322)
Movement in trade and other payables
74,509
(1,023,959)
Cash flows from operating activities
1,284,891
508,076
Interest income
-
2,286
Interest paid on lease liabilities
(6,590)
(10,092)
Net cash flows from operating activities
1,278,301
500,270
Cash flows used in investing activities
Additions to investment property
(56,794)
(1,715,974)
Transfers of investment property
-
636,584
Additions to property, plant and equipment
-
(8,077)
Net cash flows used in investing activities
(56,794)
(1,087,467)
Cash flows from financing activities
Interest on debt securities
(1,730,000)
(1,730,000)
Commitment fee
(35,000)
-
Financing from related parties (note 20)
1,317,897
2,492,013
Restricted funds (note 25)
(716,227)
(308,685)
Net cash (used in)/from financing activities
(1,163,330)
453,328
Net movement in cash and cash equivalents
58,177
(133,869)
Cash and cash equivalents at the beginning of the year
77,227
211,096
Cash and cash equivalents at the end of the year (note 25)
135,404
77,227
The accompanying notes are an integral part of these financial statements.
Shoreline Mall p.l.c.
19
Notes to the financial statements
30 June 2026
1. Company information and basis of preparation
Shoreline Mall p.l.c. is a public limited liability company incorporated in Malta with registration
number C 84005. The registered address of the Company is Suite 407, Level 4, Block SCM 01, Smart
City Malta, Ricasoli, Kalkara, SCM 001, Malta.
The Company’s principal activity is to manage the Shoreline Mall shopping complex and to develop
residential villas for resale, which both form part of the development undertaken in Smart City Malta
(the Shoreline site) by the group of companies controlled by Shoreline Holdings Limited.
The financial statements have been prepared on the historical cost basis and in accordance with
International Financial Reporting Standards as adopted by the EU. The material accounting policies
adopted are set out below. These policies have been consistently applied to all the years presented,
unless otherwise stated. These financial statements cover the financial year ending 30 June 2026.
These financial statements are presented in Euro (EUR), which is the Company’s functional currency.
Going concern
Although the Company registered a loss after tax of EUR1,321,845 (2025 – EUR1,064,910) for the
year after taking into account depreciation, amortisation, ECL impairment expense and finance costs,
the Company generated substantial net rental income and a positive cashflow from its operations. The
Company is expected to continue generating higher net rental income, together with proceeds from
the sale of fixed property, resulting in positive cashflows over the medium term. Furthermore, the
mall has achieved significant growth in total retail sales subsequent to year end, further improving the
outlook for the following periods.
The Company acknowledges that the Shoreline Mall Secured Bonds 2026 were originally scheduled
for redemption on 1 August 2026. At a bondholders’ meeting held on 30 June 2026, bondholders
approved a two-year extension of the redemption date of the Series A Bonds, thereby extending
their maturity date to 1 August 2028. The Company also acknowledges that as at the reporting date,
Shoreline Mall p.l.c. is a defendant included in an arbitration case against Koray Global Malta
Limited.
The financial statements have been prepared on a going concern basis, which the Directors consider
appropriate. This assessment takes into consideration the successful extension of the maturity of the
Series A Bonds and a series of commitments and undertakings designed to preserve the Company's
financial position and support the redemption of the Series A Bonds. These include indemnities
from the Company's immediate and ultimate parent companies to provide ongoing financial support,
enabling the Company to meet its obligations as they fall due for the foreseeable future; restrictions
on intra-group funding; the establishment of a dedicated sinking fund; and the waiver of certain
security rights by third parties. Refer to notes 22 and 29 for further information.
2. Segment information
The Shoreline Mall is located in Malta and accordingly revenues from its activities will be attributed
to Malta. As outlined in note 1, the Company’s principal activity is to manage the Shoreline Mall
shopping complex and to develop residential villas for resale. Therefore, the Company’s main
business consists of:
a) The generation of rental income from the commercial operations within the Shoreline Mall
units and carpark; and
b) The sale of immovable property within the Shoreline site, mainly consisting of residential villas
The Company’s properties are classified with inventory under construction and investment property
respectively in note 17 and note 14. Since the project is managed centrally, the above activities are
considered to be one operating segment as at year end.
Shoreline Mall p.l.c.
20
Notes to the financial statements
30 June 2026
3. Material accounting policies
Revenue recognition
Revenue is generated from rental income and from the sale of inventory property.
Rental income from operating leases is recognised on a straight-line basis over the lease term, except
for contingent rental income which is recognised when it arises; it is included in revenue in the
statement of profit or loss due to its operating nature. When the Company provides incentives to its
tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a
reduction of rental income.
The sale of completed property constitutes a single performance obligation, and the Company has
determined that this is satisfied at the point in time when ownership of the property transfers.
Investment property
Investment property includes right-of-use assets in terms of IFRS 16 Leases together with
development that is being constructed by the Company on those right-of-use assets. The accounting
policy for right-of-use assets is included below in the section entitled ‘Leases’.
Properties in the course of construction for future use as investment property are classified as
investment property. Existing investment property that is being redeveloped for continued future use
as investment property continues to be classified as investment property.
Investment property is property held to earn rentals or for capital appreciation or both. Investment
property is recognised as an asset when it is probable that the future economic benefits that are
associated with the investment property will flow to the entity and the cost can be measured reliably.
Investment property is initially measured at cost, including transaction costs. For qualifying assets,
borrowing costs are capitalised in accordance with the Company's accounting policy on borrowing
costs. Subsequent to initial recognition, investment property is stated at cost less any accumulated
depreciation and any accumulated impairment losses.
Inventories - Properties held for development and resale
Inventory includes right-of-use assets in terms of IFRS 16 Leases together with development that is
being constructed by the Company on those right-of-use assets. The accounting policy for right-of-
use assets is included below in the section entitled ‘Leases’.
Inventories, including leasehold land right-of-use assets classified as inventory for which it is
reasonably certain that the purchase option is going to be exercised, are stated at the lower of cost and
net realisable value. Cost comprises expenditure incurred in acquiring the inventories and other costs
incurred in bringing the inventories to their present location and condition, these comprise the
purchase cost of acquiring the land together with other costs incurred during its subsequent
development. For qualifying assets, borrowing costs are capitalised in accordance with the Company's
accounting policy on borrowing costs. Net realisable value represents the estimated selling price in
the ordinary course of business less the estimated costs of completion and the costs to be incurred in
marketing, selling and distribution.
Shoreline Mall p.l.c.
21
Notes to the financial statements
30 June 2026
3. Material accounting policies (continued)
Depreciation
Depreciation commences when the depreciable assets are available for use and is charged to profit or
loss so as to write off the cost, less any estimated residual value, over their estimated useful lives,
using the straight-line method.
The estimated useful lives of investment property and property, plant and equipment are as follows:
Buildings
50 years
Air conditioning
6 years
Electronic equipment
4 years
Electrical equipment
15 years
Vertical transportation
10 years
Furniture and fittings
10 years
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the
underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use
asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation starts at the commencement
date of the lease. No depreciation is charged on leasehold land right-of-use assets classified as
investment property for which it is reasonably certain that the purchase option is going to be exercised.
Financial assets - classification
All recognised financial assets that are within the scope of IFRS 9 are required to be measured
subsequently at amortised cost or fair value on the basis of the entity’s business model for managing
the financial assets and the contractual cash flow characteristics of the financial assets.
The Company classifies its financial assets are amortised cost.
• debt instruments held within a business model whose objective is to hold to collect contractual
cashflows are measured at amortised cost;
• debt instruments that are held within a business model whose objective is both to collect the
contractual cash flows and to sell the debt instruments, and that have contractual cash flows that
are solely payments of principal and interest on the principal amount outstanding, are measured
subsequently at fair value through other comprehensive income (FVTOCI);
• all other debt investments and equity investments are measured subsequently at fair value
through profit or loss (FVTPL).
Financial assets - recognition
The Company recognises a financial asset in its statement of financial position when it becomes a
party to the contractual provisions of the instrument. Regular way purchases and sales of financial
assets are recognised on settlement date, which is the date on which an asset is delivered to or by the
Company. Any change in fair value for the asset to be received is recognised between the trade date
and settlement date in respect of assets which are carried at fair value in accordance with the
measurement rules applicable to the respective financial assets.
Financial assets are initially recognised at fair value plus transaction costs. Subsequently, they are
measured according to their classification as detailed above. Amortised cost is the initial
measurement amount adjusted for the amortisation of any difference between the initial and maturity
amounts using the effective interest method.
Shoreline Mall p.l.c.
22
Notes to the financial statements
30 June 2026
3. Material accounting policies (continued)
Financial assets - recognition (continued)
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 risks and rewards
of ownership or has not retained control of the asset.
The Company’s financial assets comprise:
(i) Trade and other receivables
Trade and other receivables are classified with current assets and are stated at their nominal
value. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or
loss as applicable.
(ii) Amounts due from group companies
These financial assets are subsequently measured at amortised cost as they meet the following
conditions:
- the financial asset is held within a business model whose objective is to hold financial assets
in order to collect contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
An assessment of business models for managing financial assets is fundamental to the
classification of a financial asset. The Company determines the business models at a level that
reflects how groups of financial assets are managed together to achieve a particular business
objective.
Appropriate allowances for expected credit losses (or “ECLs”) are recognised in profit or loss
in accordance with the Company’s accounting policy on ECLs.
Where applicable, interest income is recognised using the effective interest method.
Estimated credit losses (ECLs)
The Company recognises a loss allowance for ECLs on the following – financial assets measured at
amortised cost, including trade receivables, cash balances held with banks and financial institutions
and amounts due from group companies.
Trade receivables are assessed using a provision matrix based on historical collection experience,
adjusted where relevant for forward-looking information. The assessment considers probability-
weighted outcomes and the effect of tenant security, including cash deposits and bank
guarantees. ECLs on bank balances are assessed by reference to external credit ratings or internal
credit assessments where ratings are not available. Amounts due from group companies are assessed
based on the relevant counterparty’s financial position and ability to repay.
The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial
recognition. The Company recognises lifetime ECL when there has been a significant increase in
credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument
has not increased significantly since initial recognition, the Company measures the loss allowance for
that financial instrument at an amount equal to 12-month ECL (‘12m ECL’).
Shoreline Mall p.l.c.
23
Notes to the financial statements
30 June 2026
3. Material accounting policies (continued)
Estimated credit losses (ECLs) (continued)
The assessment of whether lifetime ECL should be recognised is based on significant increases in the
likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial
asset being credit-impaired at the reporting date or an actual default occurring. The Company
recognises an impairment gain or loss in profit or loss. A financial asset is credit-impaired when one
or more events that have a detrimental impact on the estimated future cash flows of that financial
asset, have occurred.
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, the Company compares the risk of a default occurring on the financial instrument as at
the reporting date with the risk of a default occurring on the financial instrument as at the date of
initial recognition. In making this assessment, the Company considers both quantitative and
qualitative information that is reasonable and supportable, including historical experience and
forward-looking information that is available without undue cost or effort and, where applicable, the
financial position of the counterparties.
Forward-looking information considered includes the future prospects of the industries in which the
Company’s debtors or borrowers operate as well as consideration of various external sources of actual
and forecasted economic information that relate to the debtors’ or borrowers’ core operations.
The Company assumes that the credit risk on a financial instrument has not increased significantly
since initial recognition if the financial instrument is determined to have low credit risk at the
reporting date. Accordingly, for these financial assets, the loss allowance is measured at an amount
equal to 12m ECL.
Irrespective of the outcome of the above assessment, the Company presumes that the credit risk on a
financial asset has increased significantly since initial recognition when contractual payments are
more than 120 days past due, unless the Company has reasonable and supportable information, that
is available without undue cost or effort, that demonstrates otherwise.
Evidence that a financial asset is credit-impaired includes observable data about the following events:
a) significant financial difficulty of the issuer or the borrower;
b) a breach of contract, such as a default or past due event;
c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s
financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not
otherwise consider;
d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
or
e) the disappearance of an active market for that financial asset because of financial difficulties.
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 financial liabilities which are not at fair value through profit or loss (classified as ‘Other liabilities’)
under IFRS 9. Financial liabilities not at fair value through profit or loss are recognised initially at
fair value, being the fair value of consideration received, net of transaction costs that are directly
attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently
measured at amortised cost. The Company derecognises a financial liability from its statement of
financial position when the obligation specified in the contract or arrangement is discharged, is
cancelled or expires.
Shoreline Mall p.l.c.
24
Notes to the financial statements
30 June 2026
3. Material accounting policies (continued)
Financial liabilities (continued)
The Company’s financial liabilities comprise:
(i) Trade and other payables and amounts due to group companies
Trade payables comprise obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Accounts payable, including amounts due from group
companies, are classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Payables are stated at their nominal value, unless the effect of discounting is material, in which case
other payables are measured at amortised cost using the effective interest method.
(ii) Debt securities in issue
Debt securities in issue are recognised initially at the fair value of proceeds received; net of transaction
costs incurred. Subsequent to initial recognition, debt securities in issue are measured at amortised
cost using the effective interest method unless the effect of discounting is immaterial. Any difference
between the proceeds, net of transaction costs, and the settlement or redemption of the debt securities
in issue is recognised in profit or loss over their term, unless the interest on debt securities in issue is
capitalised in accordance with the Company’s accounting policy on borrowing costs.
Borrowing costs
Borrowing costs include the costs incurred in obtaining external financing.
Borrowing costs that are directly attributable to the acquisition and construction of investment
property and inventory, qualifying assets of the Company, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are capitalised from the time that
expenditure for these assets and borrowing costs are being incurred and activities that are necessary
to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised
until the completion of the property. All other borrowing costs are recognised as an expense in profit
or loss in the period in which they are incurred. The interest expense on the lease liability and finance
cost on debt securities in issue are included in the cost of the relevant qualifying assets classified as
either (i) investment property or (ii) inventories.
Leases
The Company as a lessee:
The Company recognises a right-of-use asset and a corresponding lease liability with respect to all
lease arrangements in which it is the lessee, unless otherwise stated below.
The lease term is determined as the non-cancellable period of a lease, together with both (a) periods
covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and
(b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise
that option.
Where a right-of-use asset and a corresponding lease liability are recognised, the lease liability is
initially measured at the commencement date at the present value of the lease payments that are not
paid at that date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the Company uses its incremental borrowing rate.
Shoreline Mall p.l.c.
25
Notes to the financial statements
30 June 2026
3. Material accounting policies (continued)
Leases (continued)
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on
the lease liability (using the effective interest method) and by reducing the carrying amount to reflect
the lease payments made.
The right-of-use assets are initially measured at the commencement date at cost, being the amount of
the initial measurement of the corresponding lease liability, initial direct costs, lease payments made
at or before the commencement date less any lease incentives received. The right-of-use assets are
subsequently measured at cost less accumulated depreciation and impairment losses. The
measurement of impairment losses on right-of-use assets is determined in accordance with the
Company’s accounting policies on Depreciation and Impairment of Other Assets.
As described in note 17, in the statement of financial position, right-of-use assets that do not meet the
definition of investment property are included within inventories (being the same line item as that
within which the corresponding underlying assets would be presented if they were owned). In the
statement of financial position, right-of-use assets that meet the definition of investment property are
presented with investment property. In the statement of financial position, lease liabilities are included
separately from other liabilities.
In the statement of profit or loss and other comprehensive income, interest expense on the lease
liability is presented separately from the depreciation charge for the right-of-use asset. In the statement
of cash flows, cash payments for the principal portion of the lease liability are presented within
financing activities and cash payments for the interest portion of the lease liability are presented within
operating activities.
The interest expense on the lease liability is accounted for in accordance with the Company’s
accounting policy entitled ‘Borrowing costs’.
The Company as a lessor:
Refer to accounting policies on rental income in this note.
Taxation
Current and deferred tax are both recognised in profit or loss.
Current tax is based on the taxable result for the year. The taxable result for the year differs from the
result as reported in profit or loss because it excludes items which are non-assessable or disallowed
and it further excludes items that are taxable or deductible in other years. It is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary
differences arising from differences between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively enacted
by the end of the reporting period.
Shoreline Mall p.l.c.
26
Notes to the financial statements
30 June 2026
3. Material accounting policies (continued)
Taxation (continued)
Current tax assets and liabilities are offset when the Company has a legally enforceable right to set
off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to set
off its current tax assets and liabilities and the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities
which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and
settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax
liabilities or assets are expected to be settled or recovered.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, cash on hand and restricted cash.
Finance costs
Finance costs mainly comprise interest expense on bonds issued as set out in the notes to these
financial statements. Finance costs are recognised as an expense in profit and loss in the period in
which they are incurred.
Bond issue costs
Bond issue costs are deferred over the term of the bond and annually amortised using the effective
interest method.
4. Judgements in applying accounting policies and key sources of estimation uncertainty
In the process of applying the Company’s accounting policies, management has made no judgements
which can significantly affect the amounts recognised in the financial statements and, at the end of
the reporting period, there were no key assumptions concerning the future, or any other key sources
of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period, other than as disclosed in note 5,
note14 and note 17.
5. Financial risk management
The exposures to risk and the way risks arise, together with the Company’s objectives, policies and
processes for managing and measuring these risks are disclosed in more detail below.
The objectives, policies and processes for managing financial risks and the methods used to measure
such risks are subject to continual improvement and development.
Where applicable, any significant changes in the Company’s exposure to financial risks or the manner
in which the Company manages and measures these risks are disclosed below.
Where possible, the Company aims to reduce and control risk concentrations. Concentrations of
financial risk arise when financial instruments with similar characteristics are influenced in the same
way by changes in economic or other factors. The amount of the risk exposure associated with
financial instruments sharing similar characteristics is disclosed in more detail in the notes to the
financial statements.
Shoreline Mall p.l.c.
27
Notes to the financial statements
30 June 2026
5. Financial risk management (continued)
Market risk
Market risk is the risk that changes in market prices, such as foreign currency rates and interest rates,
will affect the Company’s income or the value of its holding of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
The Company does not have exposure to equity price risk as it does not hold equity investments
classified as financial assets held at fair value. Any changes in equity prices are not expected to have
a material impact on the Company’s financial statements.
Interest rate risk
The Company has issued debt securities to finance its operations as disclosed in note 22. The interest
rates thereon and the terms of such borrowings are disclosed accordingly.
Management monitors the movement in interest rates and, where possible, reacts to material
movements in such rates by adjusting its selling prices or by restructuring its financing structure. The
Company is exposed to fair value interest rate risk on borrowings carrying a fixed interest rate,
however since these instruments are measured at amortised cost, changes in their fair value will have
no impact on the financial statements. The Company’s exposure on cash flow interest rate risk with
floating interest rates is insignificant.
Where applicable, interest is capitalised in accordance with the Company’s accounting policy on
borrowing costs.
Credit risk
Credit risk refers to the risk that a counterparty will cause a financial loss for the Company by failing
to discharge an obligation. Credit risk is managed at a group level.
Financial assets which potentially subject the Company to credit risk consist principally of cash at
bank, trade receivables and amounts due from group companies.
The Company held cash at bank of EUR135,318 at 30 June 2026 (2025 – EUR77,157). At 30 June
2026 the cash at bank is held at an Electronic Money Institution (EMI), and is fully safeguarded in a
separate account at all times with other financial institutions. As the balance held at year-end is not
considered significant, the Directors have accordingly determined that any potential expected credit
loss would be insignificant.
Financial assets measured at amortised cost are presented net of an allowance for ECLs. The Company
limits its exposure to credit risk by assessing the tenants according to Company criteria prior to
entering into lease arrangements. Credit risk is managed by requiring tenants to pay rentals and
services to tenants in advance. Outstanding tenants’ receivables are regularly monitored, and
impairment analysis is performed at each reporting date on an individual basis for major tenants.
The measurement of ECLs involves judgement in determining the historical loss experience, forward-
looking adjustments and loss given default assumptions applied to unsecured and secured tenant
exposures. During the year, management also considered the effect of a garnishee order under which
certain tenant payments were redirected to the Court Registry. Management concluded that ageing
information after the implementation of the garnishee order was not fully representative of actual
tenant payment behaviour and adjusted the ECL methodology accordingly. The ECL at 30 June 2026
was EUR139,405 (2025 – Nil)
Shoreline Mall p.l.c.
28
Notes to the financial statements
30 June 2026
5. Financial risk management (continued)
Credit risk (continued)
Credit risk rating grades
The carrying amount of financial assets recorded in the financial statements represents the
Company’s maximum exposure to credit risk without taking account of the value of any collateral
obtained as below:
Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally of trade and other payables, amounts due to group
companies, lease liabilities and debt securities in issue as disclosed in notes 19, 20, 21, and 22,
respectively.
As disclosed in note 22, following the bondholders’ meeting, the Company has undertaken not to
repay any indebtedness outstanding as at 30 June 2026 owed to companies forming part of the
Shoreline Group, as defined in the Prospectus dated 18 June 2020. While these amounts remain
legally repayable on demand, the lenders have undertaken not to request, enforce or otherwise seek
repayment until the Series A Bonds have been fully redeemed. The immediate and ultimate parent
companies have given their commitment to provide continued financial support to enable the
Company to meet its obligations as and when they fall due. The Company therefore believes that it
will be in a position to continue to meet its commitments as and when they fall due.
The Company monitors and manages its risk to a shortage of funds by monitoring the availability of
raising funds to meet commitments associated with the development of the Shoreline site. As
disclosed within note 1, the Company enjoys the support of its immediate and ultimate parent
companies and the Company’s related party balances are expected to continue to form part of the
Company’s effective financing structures. The Company therefore believes that it will be in a position
to continue to meet its commitments as and when they fall due.
Liquidity is largely managed at group level whereby funds are transferred within the group as the
need arises. The Shoreline group is in the process of reviewing its financing arrangements to ensure
that it is in a position to meet its short-term operational and cash flow commitments. As disclosed in
note 22, in the prior years the Company raised funds through an issue of bonds on the Maltese Stock
Exchange.
The following maturity analysis shows the remaining contractual maturities using the contractual
undiscounted cash flows on the basis of the earliest date on which the Company can be required to
pay. The analysis includes both interest and principal cash flows.
2026
2025
EUR
EUR
Cash at bank and restricted cash (note 25)
1,160,316
385,912
Trade receivables (note 16)
1,306,700
194,483
Amounts due from group companies (note 18)
419,940
647,419
2,886,956
1,227,814
Shoreline Mall p.l.c.
29
Notes to the financial statements
30 June 2026
5. Financial risk management (continued)
Liquidity risk (continued)
On demand
or within 1
year
2-3 years
4-5 years
6-7 years
8 years +
Total
EUR
EUR
EUR
EUR
EUR
EUR
2026
Non-derivative financial
liabilities
Non-interest bearing
1,502,406
15,662,184
-
-
10,000
17,174,590
Fixed rate instruments
1,730,000
18,160,000
2,340,000
28,340,000
-
50,570,000
Lease liabilities
151,777
-
-
-
-
151,777
3,384,183
33,822,184
2,340,000
28,340,000
10,000
67,896,367
2025
Non-derivative financial
liabilities
Non-interest bearing
17,248,976
237,000
-
-
10,000
17,495,976
Fixed rate instruments
1,730,000
16,900,000
2,340,000
2,340,000
27,170,000
50,480,000
Lease liabilities
151,777
-
-
-
-
151,777
19,130,753
17,137,000
2,340,000
2,340,000
27,180,000
68,127,753
Changes in liabilities arising from financing activities
1 July 2025
Other
movement
Cash
advanced
30 June 2026
EUR
EUR
EUR
EUR
Lease liabilities
151,777
-
-
151,777
Current non-interest bearing
related party financing
16,136,300
(1,486,665)
1,090,419
15,740,054
Debt securities in issue
39,655,589
40,855
-
39,696,444
55,943,666
(1,445,810)
1,090,419
55,588,275
1 July 2024
Other
movement
Cash
advanced
30 June 2025
EUR
EUR
EUR
EUR
Lease liabilities
148,013
3,764
-
151,777
Current non-interest bearing
related party financing
22,397,461
(8,753,174)
2,492,013
16,136,300
Debt securities in issue
39,582,991
72,598
-
39,655,589
62,128,465
(8,676,812)
2,492,013
55,943,666
Capital risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going
concern and to maximise the return to stakeholders through the optimisation of the debt and equity
balance.
The capital structure of the Company consists of debt, which includes debt securities in the amount
of EUR39,696,444, as disclosed in note 22, net of cash and cash equivalents in the amount of
EUR1,160,316, as disclosed in note 25 and items presented within equity in the statement of financial
position.
Shoreline Mall p.l.c.
30
Notes to the financial statements
30 June 2026
5. Financial risk management (continued)
Capital risk management (continued)
As disclosed in note 25, a bondholders’ meeting was held on 30 June 2026, at which the bondholders
approved the extension of the redemption date of the Series A Bonds from their original maturity
date of 1 August 2026 to 1 August 2028.
The Company’s Directors manage the Company’s capital structure and make adjustments to it, in
light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based
on recommendations of the Directors, the Company balances its overall capital structure through the
payments of dividends, new share issues as well as the issue of new debt or the redemption of existing
debt.
6. Initial Application of an International Financial Reporting Standard and International
Financial Reporting Standards in Issue but not yet Effective
New and amended IFRS Standards that are effective for the current year
During the current financial year, the Company adopted the following new standards, amendments
and interpretations to existing standards that are mandatory for the Company's accounting period
beginning on 1 July 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, not 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 and effective as from 1 January 2025)
The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in
substantial changes to the Company's accounting policies, not impacting the Company's financial
performance and position.
Standards, amendments and interpretations to existing standards that are not yet effective and have
not been adopted early by the Company
At the date of the authorisation of these financial statements, certain new standards, amendments and
interpretations to existing standards have been published by the IASB but are not yet effective and
have not been adopted early by the Company.
• Amendments to the Classification and Measurement of Financial Instruments (Amendments
to IFRS 9 and IFRS 7) (issued on 30 May 2024 and effective as from 1 January 2026)
• Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7
(issued on 18 December 2024 and effective as from 1 January 2026)
• Annual Improvements Volume 11 (issued on 18 July 2024 and effective as from 1 January
2026)
• IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024 and
effective as from 1 January 2027)
IFRS 18 was issued in April 2024 and will replace 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.
Shoreline Mall p.l.c.
31
Notes to the financial statements
30 June 2026
6. Initial Application of an International Financial Reporting Standard and International
Financial Reporting Standards in Issue but not yet Effective (continued)
Standards, amendments and interpretations to existing standards that are not yet effective and have
not been adopted early by the Company (continued)
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.
Standards, amendments and interpretations to published standards that are not yet endorsed by the
EU
• 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)
The Company has not early adopted all these revisions to the requirements of IFRSs and the
Company’s management is of the opinion that there are no requirements that will have a possible
significant impact on the Company’s financial statements in the period of initial application.
7. Revenue
Revenue consists of the following:
2026
2025
EUR
EUR
Rental income
3,440,847
2,983,241
3,440,847
2,983,241
Rental income is derived from operating lease rental income from its retail tenants at the Shoreline
Mall complex. Rental income includes variable rental income of EUR2,009,080 (2025 –
EUR1,880,822). Operating lease income is calculated at the base rate per floor area, percentage of
turnover or a combination of both.
During the year, the Company did not recognise any sales of inventory property.
Shoreline Mall p.l.c.
32
Notes to the financial statements
30 June 2026
8. Property operating expenses and administrative expenses
2026
2025
EUR
EUR
Management fees
260,075
277,287
Common area maintenance fees
174,324
275,046
Maintenance fees
1,025
29,438
Commissions
-
26,100
Other expenses
75
431
Total property operating expenses
435,499
608,302
2026
2025
EUR
EUR
Depreciation and amortisation
1,916,313
1,881,005
Late opening fees
208,197
-
ECL impairment expense
139,405
-
Professional fees
56,906
114,285
Employee benefits
77,438
104,149
Transactional fees
41,384
48,105
Marketing expenses
133,054
155,209
Other expenses
36,651
27,365
Total administrative expenses
2,609,348
2,330,118
For the year ended 30 June 2026, included within the depreciation and amortisation expense
amounting to EUR1,916,313 (2025 – EUR1,881,005) is depreciation on investment property of
EUR1,729,299 (2025 – EUR1,697,756).
As explained in note 27, the Company paid Shoreline Management Limited an amount of
EUR494,608 (2025 – EUR725,930) for management services relating to the operations of the
Shoreline Mall as well as common area management, marketing expenses and certain professional
fees.
9. Finance costs
2026
2025
EUR
EUR
Interest expense
1,736,590
1,739,587
Included within the interest expense is interest on debt securities in issue amounting to
EUR1,730,000 (2025 – EUR1,730,000).
Shoreline Mall p.l.c.
33
Notes to the financial statements
30 June 2026
10. Loss before tax
The analysis of the amounts that are payable to the auditors and that are required to be disclosed is
as follows:
2026
2025
EUR
EUR
Annual statutory audit
30,500
29,500
Other assurance services
3,450
3,500
Tax compliance
950
950
34,900
33,950
11. Taxation
2026
2025
EUR
EUR
Current tax expense
-
-
Deferred tax expense/(credit)
63,271
(618,224)
63,271
(618,224)
Tax applying the statutory domestic income tax rate and the income tax expense for the year are
reconciled as follows:
2026
2025
EUR
EUR
Loss before tax
(1,258,575)
(1,683,134)
Tax at the applicable rate of 35%
35%
35%
(440,501)
(589,097)
Tax effect of:
Disallowable expenses
800,303
733,869
Capital allowances absorbed
(359,802)
(144,772)
Deferred tax movement
63,271
(618,224)
Income tax expense/(credit) for the year
63,271
(618,224)
Deferred taxation
Opening
balance
Recognised in
profit or loss
Closing
balance
EUR
EUR
EUR
2026
Arising on:
Temporary differences on depreciable
assets
(113,421)
(67,526)
(180,947)
Unabsorbed capital allowances
570,976
6,780
577,756
Unabsorbed trading losses
524,238
-
524,238
Lease as per IFRS 16
(1,172)
(2,525)
(3,697)
980,621
(63,271)
917,350
Shoreline Mall p.l.c.
34
Notes to the financial statements
30 June 2026
11. Taxation (continued)
Deferred taxation (continued)
Opening
balance
Recognised in
profit or loss
Closing
balance
EUR
EUR
EUR
2025
Arising on:
Temporary differences on depreciable
assets
(512,055)
398,634
(113,421)
Unabsorbed capital allowances
351,518
219,458
570,976
Unabsorbed trading losses
524,238
-
524,238
Lease as per IFRS 16
(1,304)
132
(1,172)
362,397
618,224
980,621
12. Staff costs and employee information
2026
2025
EUR
EUR
Staff costs
Wages and salaries
-
24,741
Recharged by fellow subsidiary
53,438
49,409
53,438
74,150
The average number of employees during the year was made up as follows:
2026
2025
Number
Number
Operations
-
1
13. Key management personnel compensation
2026
2025
EUR
EUR
Short-term benefits:
Directors’ emoluments
24,000
24,000
2026
2025
EUR
EUR
Recharged by fellow subsidiary
16,962
16,552
Other services rendered by Directors, as paid and recorded in a group-related company, as shown
below based on an allocation deemed commensurate to the services received by the Company, are
as follows:
Shoreline Mall p.l.c.
35
Notes to the financial statements
30 June 2026
14. Investment property
Right-of-use
assets (land)
Buildings
Total
EUR
EUR
EUR
Cost
At 30 June 2024
7,083,148
62,003,823
69,086,971
Additions during the year
-
1,715,974
1,715,974
Transfers (note 27)
-
(636,584)
(636,584)
Deduction of works certified as
incomplete
-
(1,142,735)
(1,142,735)
At 30 June 2025
7,083,148
61,940,478
69,023,626
Additions during the year
-
56,794
56,794
At 30 June 2026
7,083,148
61,997,272
69,080,420
Accumulated depreciation
At 30 June 2024
-
571,124
571,124
Charge for the year
-
1,697,756
1,697,756
At 30 June 2025
-
2,268,880
2,268,880
Charge for the year
-
1,729,299
1,729,299
At 30 June 2026
-
3,998,179
3,998,179
Net book value:
At 30 June 2025
7,083,148
59,671,598
66,754,746
At 30 June 2026
7,083,148
57,999,093
65,082,241
Investment property consists of land costs, planning and studies, architectural, excavation, project
management and construction costs relating to the construction of a mall on a portion of land which
was sub-leased from Shoreline Residence Limited, a fellow subsidiary, as disclosed in note 21 to the
financial statements. Shoreline Contracting Limited, another fellow subsidiary, has been managing
all the construction arrangements relating to the construction of the Shoreline Mall project. The
Shoreline Shopping Mall was completed and opened its doors to the public in March 2024.
The portion of the right-of-use asset of the leasehold land allocated to the investment property has
been arrived at based on a sale and assignment deed that took place between Shoreline Residence
Limited and a third party. Following which, a sale and assignment deed was made between Shoreline
Residence Limited and the Company. This latter assignment was based on a valuation from a
professionally qualified valuer on the basis of market value that reflects transactions close to
assignment date for similar properties as adjusted to reflect inputs specific to the property.
Shoreline Mall p.l.c.
36
Notes to the financial statements
30 June 2026
14. Investment property (continued)
The carrying amount of the Company’s land within investment property includes EUR7,083,148
(2025 – EUR7,083,148) in respect of right-of-use assets, representing the Company’s temporary
emphyteusis of the leasehold land over which the buildings that are also included within investment
property are being constructed. The Company, as lessee, has the option to effectively purchase the
land by converting the emphyteusis from temporary to perpetual and simultaneously redeeming the
perpetual emphyteusis. This option can be exercised at either the completion of construction or 16
January 2025 (being the period of 5 years and nine months from the date of the Agreement between
Shoreline Residence Limited and SmartCity (Malta) Limited), whichever occurs the latest. Since the
Company expects to have completed construction by not later than 30 June 2027, the lease term was
determined to end on this date for the purposes of the requirements of IFRS 16 Leases. Upon of such
purchase option, the Company will reclassify the carrying amount of right-of-use assets at that date
to investment property that is directly owned by the Company.
Management has had clear intention to exercise the purchase option attached to the land lease since
inception, as evidenced by the upfront payment made under the lease agreement. In view of this
intention and the substance of the arrangement, the right-of-use asset relating to the land is considered
to reflect the economic substance of ownership. Accordingly, no depreciation has been recognised
on this right-of-use asset, given that also land is not considered a depreciable asset under applicable
accounting standards.
During the current and prior year, no borrowing costs arising from either the interest on lease
liabilities or interest on debt securities were capitalised into the cost of the inventory under
construction.
In the prior year and as further described in note 29, due to the legal case with Koray Global Malta
Limited, the independent project engineer went through a process to inspect materials and works
handed over. During this process, certain works which were previously claimed to have been
completed by the contractor, were found to be incomplete. These have been identified as deduction
of works certified as incomplete within the above table.
During the current year, management has assessed the fair value of the investment property after
taking into consideration the discounted cash flows for projected rental income of both the mall and
the parking less operating expenses necessary to manage the mall. Based on this assessment,
management determined the fair value of the investment property as at 30 June 2026 amounts to
EUR82.92 million (2025 – EUR81.53 million). This fair value measurement is based on an internal
valuation and is classified as level 3 measurement within the fair value hierarchy, given that one or
more of the significant inputs are not based on observable market data. In estimating the fair value of
the investment property, the highest and best use is its current use.
Moreover, the Directors reviewed the carrying amount of the investment property as at 30 June 2026
to evaluate whether events or changes in the condition may indicate that the carrying amount of the
investment property may not be recoverable as at balance sheet date. The recoverable amount of the
investment property is determined using a discounted cash flow analysis to determine value-in-use,
which is based on the following key inputs and assumptions:
• rental income growth rate for the commercial Mall for was prepared on a lease-by-lease basis
using the contractual rental terms and projected tenant;
• rental income growth rate for the commercial parking of 2%;
• growth rates used to extrapolate cash flows beyond the forecast period of 2%;
• use of 6.9% and 7.8% discount rate for the mall and the commercial parking, respectively, to
discount the projected cash flows to their net present value.
Based on the above assessment, the Directors assessed that the carrying amount of investment
property is recoverable and there is no impairment in value.
Shoreline Mall p.l.c.
37
Notes to the financial statements
30 June 2026
15. Property, plant and equipment
Electronic
equipment
Furniture and
Fittings
Total
EUR
EUR
EUR
Cost
At 30 June 2024
391,992
50,509
442,501
Additions for the year
5,624
2,453
8,077
At 30 June 2025
397,616
52,962
450,578
Additions for the year
-
-
-
At 30 June 2026
397,616
52,962
450,578
Accumulated depreciation
At 30 June 2024
32,110
1,108
33,218
Charge for the year
98,956
5,235
104,191
At 30 June 2025
131,066
6,343
137,409
Charge for the year
99,404
5,296
104,700
At 30 June 2026
230,470
11,639
242,109
Net book value:
At 30 June 2025
266,550
46,619
313,169
At 30 June 2026
167,146
41,323
208,469
Shoreline Mall p.l.c.
38
Notes to the financial statements
30 June 2026
16. Trade and other receivables
Trade receivables are unsecured, interest free and are expected to be realised within the normal
operating cycle.
Deferred lease incentives of EUR319,837 (2025 – EUR534,986) represent incentives granted to
lessees which are recognised by the lessor over the lease term as a reduction of lease income.
During the year, certain tenant payments continued to be redirected to the Court Registry because of
legal proceedings involving entities within the Shoreline group.
Certain balances continued to age within the Company's accounting records despite other tenant
payments having been redirected through court mechanisms. This is further explained in note 5.
In developing its IFRS 9 expected credit loss assessment, management adjusted the methodology
applied to the receivable portfolio to remove the distortive effect of the garnishee order and to obtain
a more representative estimate of underlying tenant credit risk. The resulting adjustments form part
of management's significant judgements in determining expected credit losses.
2026
2025
EUR
EUR
Trade receivables
1,446,105
194,483
Less: allowance for expected credit losses
(139,405)
-
Net trade receivables
1,306,700
194,483
Deferred lease incentives
319,837
534,986
Accrued income
733,348
452,747
Prepayments and deposits paid
-
657
2,359,885
1,182,873
Shoreline Mall p.l.c.
39
Notes to the financial statements
30 June 2026
17. Inventory under construction
Right-of-use
assets (land)
Buildings
Total
EUR
EUR
EUR
Cost
At 30 June 2024
5,059,392
960,845
6,020,237
Additions during the year
-
54,815
54,815
At 30 June 2025
5,059,392
1,015,660
6,075,052
Additions during the year
-
6,936
6,936
At 30 June 2026
5,059,392
1,022,596
6,081,988
Inventory under construction includes cost of development of residential units spaces for sale in the
ordinary course of business on a portion of land which was sub-leased from Shoreline Residence
Limited, as disclosed in note 21 to the financial statements.
Inventories are expected to be completed by 30 June 2027 and sold thereafter.
The carrying amount of the Company’s land within inventory includes EUR5,059,392
(2025 – EUR5,059,392) in respect of right-of-use assets, representing the Company’s temporary
emphyteusis of the leasehold land over which the buildings that are also included within inventory
are being constructed. The Company, as lessee, has the option to effectively purchase the land by
converting the emphyteusis from temporary to perpetual and simultaneously redeeming the perpetual
emphyteusis. This option can be exercised at either the completion of construction or 16 January
2025 (being the period of 5 years and nine months from the date of the Agreement between Shoreline
Residence Limited and SmartCity (Malta) Limited), whichever occurs the latest. Since the Company
expects to have completed construction by 30 June 2027, the lease term was determined to end on
this date for the purposes of the requirements of IFRS 16 Leases. Upon exercise of such purchase
option, the Company will reclassify the carrying amount of right-of-use assets at that date to inventory
that is directly owned by the Company.
Management has had clear intention to exercise the purchase option attached to the land lease since
inception, as evidenced by the upfront payment made under the lease agreement. In view of this
intention and the substance of the arrangement, the right-of-use asset relating to the land is considered
to reflect the economic substance of ownership. Accordingly, no depreciation has been recognised
on this right-of-use asset, given that also land is not considered a depreciable asset under applicable
accounting standards.
During the current and prior year, no borrowing costs arising from either the interest on lease
liabilities or interest on debt securities were capitalised into the cost of the inventory under
construction.
Shoreline Mall p.l.c.
40
Notes to the financial statements
30 June 2026
18. Amounts due from group companies
At year end, the Company had an amount due from Shorematrix Limited, a company under common
control, amounting to EUR411,481 (2025 – EUR647,419). The balance is unsecured, interest-free,
denominated in EUR and repayable on demand.
Shorematrix Limited had a net liability position as at year end, however, management considers the
amount fully recoverable based on continued financial support from its shareholders.
Included within amounts due from related parties is a trade receivable due from Retail 356 Limited,
which is interest-free, unsecured and repayable on demand.
19. Trade and other payables
Long-term deposits represent security deposits received from tenants of the Shoreline Mall which are
refundable upon termination of the lease agreement after the “di fermo” period, which exceed 12
months from the end of the reporting period.
Accrued interest amounting to EUR1,590,518 (2025 – EUR1,590,869) represents unpaid interest on
debt securities in issue that are due to be paid in the next financial year. Whilst other accruals totaling
EUR258,228 (2025 – EUR298,184) represent liabilities for services received before the reporting
date for which invoices had not yet been received.
2026
2025
EUR
EUR
Amounts due from related parties
419,940
647,419
2026
2025
EUR
EUR
Trade payables
481,967
499,710
Accrued interest
1,590,518
1,590,869
Other accruals
258,228
298,184
Retention creditors
-
75,464
Vat payable
322,867
94,218
Deposits received
371,475
392,100
3,025,055
2,950,545
Less: long-term deposits received
(225,875)
(247,000)
2,799,180
2,703,545
Shoreline Mall p.l.c.
41
Notes to the financial statements
30 June 2026
20. Amounts due to group companies
Shoreline Contracting Ltd entered into agreements directly with contractors for the development and
construction of the Shoreline Mall project. These costs have been financed through group companies
as further described in notes 27.
The amounts due to group companies are unsecured, interest-free and denominated in EUR.
As disclosed in note 22, following the bondholders’ meeting, the Company has undertaken not to
repay any indebtedness outstanding as at 30 June 2026 owed to companies forming part of the
Shoreline Group, as defined in the Prospectus dated 18 June 2020. While these amounts remain
legally repayable on demand, the lenders have undertaken not to request, enforce or otherwise seek
repayment until the Series A Bonds have been fully redeemed. As a result, the discounting effect
arising between the present value and the future value of these amounts was recognised as a capital
contribution within equity, in line with IFRS 9 Financial Instruments.
21. Lease liabilities
Further disclosures are provided in note 14 Investment Property and note 17 Inventory under
construction.
The Company entered into an agreement with Shoreline Residence Limited, in terms of which it
leased a plot of undeveloped land under a temporary emphyteusis expiring on 22 April 2106, with
the option of effectively purchasing the land upon completion of construction or 16 January 2025,
whichever occurs the latest. As disclosed in notes 14 and 17, the Company is reasonably certain of
exercising this purchase option by June 2027. As required by IFRS 16 Leases, the amount that will
be required to exercise this purchase option has been included as a lease payment, and therefore also
included within the measurement of the lease liability and corresponding right-of-use asset.
The land that is the subject of the Agreement shall be used solely and exclusively for the construction
of the Shoreline Complex. The Company is prohibited from transferring under any title the
undeveloped land and / or airspace without first obtaining the consent of SmartCity (Malta) Limited,
which consent shall not be withheld if the proposed transferee is an international investor of good
repute. The Company shall be entitled to freely transfer by any title the developed Complex, subject
to certain terms and conditions. The lessee’s weighted average incremental borrowing rate used to
measure the Company’s lease liabilities is 4% per annum. All lease obligations are denominated in
EUR.
The minimum lease payment, which represents the ground rent payments, amounted to EUR6,556
(2025 – EUR6,328) during the year under review. In accordance with the Company’s accounting
policy on depreciation, there is no depreciation charge for the year on right-of-use assets, both for
the current and previous year.
The maturity analysis for lease liabilities is disclosed in note 5.
2026
2025
EUR
EUR
Amounts due to group companies
15,740,054
16,136,300
Less :amounts included in non-current
liabilities
(15,446,310)
-
Amounts included in current liabilities
293,744
16,136,300
2026
2025
EUR
EUR
Present value of lease obligations
151,777
151,777
Less: amounts included in current liabilities
(151,777)
(151,777)
Amounts included in non-current liabilities
-
-
Shoreline Mall p.l.c.
42
Notes to the financial statements
30 June 2026
22. Debt securities in issue
The Company was approved by the Listing Authority in Malta, on 18 June 2020, for the issuance of
EUR14,000,000 4% Secured Bonds 2026 (series A Bonds) and EUR26,000,000 4.5% Secured Bonds
2032 (series B Bonds). Both series bonds were issued at a nominal value of EUR100 at par. The bond
subscriptions closed in July 2020 with the bonds being fully subscribed with interest payable annually
on 1 August, starting from 1 August 2021. The proceeds have been utilised for the development of
the project. The series A Bonds had an original maturity date of 1 August 2026 while the series B
Bonds 1 August 2032.
A Special Hypothec on the entire carrying amount of the property as classified under investment
property and inventory under construction in notes 14 and 17, respectively, was registered in favour
of the Security Trustee for the benefit of the Bondholders in accordance with its obligations under
Section 4.6.1 of the Securities Note. The Special Hypothec secures the principal amount of the bond
still outstanding and accrued interest.
In the event of default, the Security Trustee has the authority to enforce the security constituted by
the Special Hypothec and apply the proceeds towards the settlement of principal and interest due to
bondholders. The security over the property provides bondholders with a claim on the hypothecated
assets up to their realisable value. The recoverable amount ultimately depends on the value obtained
upon enforcement of the security.
Upon the occurrence of an Event of Default, the Security Trustee may, and upon request of not less
than 75% in nominal value of bondholders, declare the bonds immediately due and payable together
with any accrued interest.
A bondholders meeting was held on the 30th June 2026, during which bondholders approved the
extension of the redemption date of the series A Bonds to 1 August 2028 and the consequential
amendments to the terms and conditions of the series A Bonds, including the increase in the coupon
rate from 4.00% per annum to 6.50% per annum being effective from 1 August 2026 and a one time
commitment fee of 0.25% of the face value provided to participating bondholders.
2026
2025
EUR
EUR
Non-current
Series A Bonds – 4% and Series B Bonds 4.5%
39,696,444
39,655,589
Face value of the bonds
Series A Bonds – 4%
14,000,000
14,000,000
Series B Bonds – 4.5%
26,000,000
26,000,000
40,000,000
40,000,000
Issue costs
(721,251)
(686,251)
Accumulated amortisation
417,695
341,840
Net book amount
(303,556)
(344,411)
Amortised cost
39,696,444
39,655,589
Shoreline Mall p.l.c.
43
Notes to the financial statements
30 June 2026
22. Debt securities in issue (continued)
On 30 June 2026, the Company entered into a number of arrangements intended to support its
financial position and facilitate the redemption of the Series A Bonds. These arrangements, which
remain in place until the redemption of the Series A Bonds, comprise the following:
i. the provision of an indemnity by Shoreline Residence Limited and its parent company,
Shoreline Holdings Limited, in respect of claims brought by Koray Global Malta Limited;
ii. restrictions on the repayment of indebtedness to, and lending of funds within, the Shoreline
Group;
iii. the establishment, subject to the lifting of the existing garnishee order, of a dedicated sinking
fund under the control of the Security Trustee to receive proceeds from villa sales and rental
income from the Shoreline Mall, with such funds being applied solely towards the redemption
of the Series A Bonds; and
iv. an undertaking to procure the waiver by third parties of any special privilege over the secured
property to which it may be entitled.
23. Share capital
2026 and 2025
Authorised
EUR
Issued
EUR
Called up and paid
EUR
20,999,999 Ordinary ‘A’ shares
of EUR 1 each
20,999,999
20,999,999
18,075,997
1 Ordinary ‘B’ share of EUR 1
1
1
1
21,000,000
21,000,000
18,075,998
Ordinary ‘A’ shares shall grant the right of one (1) vote for every share held and are participating
shares entitled to receive dividend distributions as deemed fit by the Board of Directors, whereas
Ordinary ‘B’ shares shall not carry any right to receive dividends, shall not be entitled to any assets
upon dissolution or winding up of the Company and shall not carry any right to vote at general
meetings of the Company, but shall be entitled to receive notice of any general meeting of the
Company.
24. Recognised fair value measurements
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the
financial instruments that are recognised and measured at fair value in the financial statements. To
provide an indication about the reliability of the inputs used in determining fair value, the Company
has classified its financial instruments into the three levels prescribed under the accounting standards.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded
derivatives, and equity securities) is based on quoted market prices at the end of the reporting period.
The quoted market price used for financial assets held by the group is the current bid price. These
instruments are included in level 1.
Shoreline Mall p.l.c.
44
Notes to the financial statements
30 June 2026
24. Recognised fair value measurements (continued)
(i) Fair value hierarchy (continued)
Level 2: The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation techniques that maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant
inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in level 3. This is the case for unlisted equity securities and for instruments where climate
risk gives rise to a significant unobservable adjustment.
(ii) Valuation techniques used to determine fair values
Financial assets - fair value assessment of investment property
As detailed in note 14, during the current year, management has assessed the fair value of the
investment property after taking into consideration the discounted cash flows for projected rental
income of both the mall and the commercial parking less operating expenses necessary to manage
the mall. Based on this assessment, management determined the fair value of the investment property
as at 30 June 2026 amounts to EUR82.92 million (2025 – EUR81.53 million). This fair value
measurement is based on an internal valuation and is classified as a level 3 measurement within the
fair value hierarchy, given that one or more of the significant inputs are not based on observable
market data.
(ii) Valuation techniques used to determine fair values (continued)
Financial liabilities - debt securities in issue
The fair value of the debt securities in issue amounted to EUR22,750,000 (2025 – EUR24,700,000)
for the 4.5% Secured bonds and EUR13,650,000 (2025 – EUR14,000,000) for the 4% Secured bonds
and were measured using level 1 of the fair value hierarchy, by referring to the latest traded price in
the local market. The financial liabilities in this paragraph exclude lease liabilities.
At 30 June 2026 and 30 June 2025 the carrying amounts of all other financial assets and financial
liabilities classified within current assets and current liabilities respectively approximated their fair
values due to the short-term maturities of these assets and liabilities.
Shoreline Mall p.l.c.
45
Notes to the financial statements
30 June 2026
25. Cash and cash equivalents
(i) Cash and cash equivalents in the statement of cashflows
Cash and cash equivalents included in the statement of cash flows comprise the following amount in
the statement of financial position:
2026
2025
EUR
EUR
Cash at bank
135,318
77,157
Cash on hand
86
70
135,404
77,227
(ii) Restricted cash
2026
2025
EUR
EUR
Restricted cash held
1,024,912
308,685
The Company has restricted cash balances held by at the Courts of Malta due to a garnishee order
that was issued against the Company as further detailed in notes 29 and 30.
26. Significant non-cash transactions
There were no significant non-cash transactions entered into by the Company during the current
financial year, except for €1,486,665 relating to the discounting effect arising between the present
value and the future value of the amounts due to group companies credited to equity as a capital
contribution.
27. Related party disclosures
The parent and ultimate parent companies of Shoreline Mall p.l.c. are Shoreline Holdings Limited
and Jade Property Investments Ltd respectively, which are both incorporated in Malta. The registered
office of Shoreline Holdings Limited is Suite 407, Level 4, Block SCM01, Smart City Malta,
Ricasoli, Kalkara, Malta whilst the registered address of Jade Property Investments Limited is Suite
5 Paolo Court, 13 Giuseppe Cali Street, Ta’ Xbiex, Malta.
Shoreline Holdings Limited, the immediate parent prepares consolidated financial statements. Copies
of the consolidated financial statements may be obtained from the Malta Business Registry.
The Directors consider the ultimate controlling party to be Ryan Edward Otto who, indirectly, owns
61.82% (2025 – 61.82%) of the issued share capital of the immediate parent company.
Shoreline Mall p.l.c.
46
Notes to the financial statements
30 June 2026
27. Related party disclosures (continued)
The following transactions occurred with related parties:
2026
2025
EUR
EUR
Rental income generated from:
Shorematrix Limited (note i)
82,107
96,665
Shoreline Management Limited (note i)
41,200
51,817
356 Retail Limited (note i)
10,642
-
Other services:
Re-charges in connection with the development of the
Shoreline Mall project (note ii)
39,430
868,895
Re-measuring works previously certified (note iv)
-
1,142,734
Transfers made to Shoreline Residence Limited (note v)
-
636,585
2026
2025
EUR
EUR
Expenditure incurred with Shoreline Management Limited (note iii):
Management fees
260,075
277,287
Common area maintenance fees
174,324
275,046
Marketing subsidies
60,210
112,772
Professional fees
-
60,825
As disclosed in note 21, the Company had previously entered into an agreement with Shoreline
Residence Limited, in terms of which it leased a plot of undeveloped land under a temporary
emphyteusis.
Key management personnel compensation is disclosed in note 13.
The terms and conditions of the amounts due from/to related parties at year end are disclosed in notes
18 and 20, respectively. The terms and conditions in respect of the related party balances do not
specify the nature of the consideration to be provided in settlement. No guarantees have been given
or received.
Note i: Included above under rental income are amounts received from Shorematrix Limited of
EUR82,107 (2025 – EUR96,665) for the usage of the Gravity store. Shoreline Management Limited
and 356 Retail Limited of EUR51,842 (2025 – EUR51,817) for the usage of the management office
space and Mira Mira Kiosk within the Shoreline Mall complex, respectively.
Note ii: During the current and prior periods, fellow subsidiaries and related parties have recharged
to Shoreline Mall p.l.c., the costs incurred in connection with the development of the Shoreline Mall
project (notes 14 and 17). The total cost of acquiring such assets during the current period amounted
to EUR39,430 (2025 – EUR868,895).
Note iii: The Company paid Shoreline Management Limited an amount of EUR494,608 (2025 –
EUR725,930) for management services relating to the operations of the Shoreline Mall as well as
common area management, marketing subsidies and certain professional fees.
Shoreline Mall p.l.c.
47
Notes to the financial statements
30 June 2026
27. Related party disclosures (continued)
Note iv: In the prior year a fellow subsidiary remeasured works previously certified and where
shortfalls were identified, corrective measures were then done. The total cost of the remeasurement
corrections that Shoreline Mall p.l.c. received back from the fellow subsidiary amounted to EURNil
(2025 – EUR1,142,734), as disclosed within note 14.
Note v: In the prior year, Shoreline Mall p.l.c. transferred EUR636,585 worth of foundation costs to
Shoreline Residence Limited as calculated to be part of their project, as mentioned within note 14.
28. Commitments
Operating lease commitments - Company as a lessor
The Company has entered into operating leases on its property portfolio. The commercial property
leases typically have lease terms of between 8 and 20 years and include clauses to enable periodic
upward revision of the rental charge. Some leases contain options to break before the end of the lease
term. Future minimum rentals receivable under non-cancellable operating leases as at 30 June 2026
are, as follows:
Capital commitments
This represents the total estimated capital expenditure, construction, development and other directly
attributable costs to complete the inventory under construction and other minor projects within the
Shoreline Mall.
2026
2025
EUR
EUR
Within 1 year
1,849,176
1,356,286
After 1 year, but not more than 2 years
1,259,186
1,574,713
After 2 years, but not more than 3 years
457,277
970,395
After 3 years, but not more than 4 years
75,814
259,936
After 4 years, but not more than 5 years
25,326
30,385
More than 5 years
85,332
110,657
3,752,111
4,302,372
2026
2025
EUR
EUR
Investment property
257,249
270,063
Inventory under construction
48,550
242,391
Property, plant and equipment and intangible assets
-
5,944
Contracted but not provided for
305,799
518,398
Investment property
-
30,810
Inventory under construction
2,829,718
2,626,461
Authorised but not contracted for
2,829,718
2,657,271
Shoreline Mall p.l.c.
48
Notes to the financial statements
30 June 2026
29. Contingent liability
Legal proceedings
As at the reporting date, Shoreline Mall p.l.c. is a defendant included in an arbitration case under the
International Chamber of Commerce (ICC) rules of arbitration, in relation to a design and build
contract between, a fellow subsidiary, Shoreline Contracting Ltd and Koray Global Malta Limited.
ICC found prima facie basis for Shoreline Mall p.l.c. to be included in the set proceedings although
Shoreline Mall p.l.c. has applied for revocation of being included as it was never contractually a party
to the agreement at any time. The arbitration proceedings have commenced, and the amount being
sought in the case by Koray Global Malta Limited is EUR51,023,779.
Koray Global Malta Limited claims entitlement to an extension of time for works and asserting that
the contract was lawfully terminated. They are also seeking various costs related to completed works
and variations, retention amounts, omitted works, plant and machinery left on site, loss of profit, and
expenses associated with dewatering activities. As of the reporting date, these claims have not been
substantiated, and the claimant has not provided a breakdown or justification for the amounts being
sought.
As a result of such claims, the independent project engineer went through a process to inspect
materials and works handed over for the Shoreline Mall shopping complex. During this process,
certain works which were previously claimed to have been completed by the contractor, were found
to be incomplete. These have been identified as deduction of works certified as incomplete within
note 14.
Based on this prima facie inclusion of the Company, a garnishee order that was originally issued to
Shoreline Contracting Ltd of EUR56,357,564, which was subsequently reduced by the Courts of
Malta to an amount of EUR43,063,874 was also extended to include the Company and several other
group companies in December 2024.
Due to the current stage of the arbitration process, as at the reporting date, the outcome of the
litigation remains uncertain and, accordingly, management concluded that it is not possible to reliably
estimate any potential obligation arising from the case. Management further obtained an independent
legal opinion from a retired judge, which supports its assessment that the matter is likely to be
resolved favourably for the Company. Consequently, management concluded that an outflow of
economic resources is not probable and, therefore, no provision has been recognised. However, given
that the possibility of an economic outflow cannot be ruled out, the matter has been disclosed as a
contingent liability in the notes to the financial statements.
In the event of an adverse outcome in the arbitration proceedings initiated by Koray Global Malta
Limited, the Company's immediate and ultimate parent companies, Shoreline Residence Limited and
Shoreline Holdings Limited, have provided an indemnity to the Company in respect of any resulting
liabilities.
Management will continue to monitor developments and update its assessment as further information
becomes available. It is however expected that the arbitration case will be concluded by the end of
the next financial year ending 30 June 2027.
Aside from the above, the Company is currently involved in legal proceedings arising in the ordinary
course of business. Management believes that the outcomes of these proceedings will not have a
material adverse effect on the Company’s financial position, given the insignificant amount of the
claims and accordingly no provision has been recognised in the financial statements as at reporting
date.
Shoreline Mall p.l.c.
49
Notes to the financial statements
30 June 2026
29. Contingent liability (continued)
Bonds security
As disclosed within note 22, a Special Hypothec on the entire carrying amount of the property as
classified under investment property and inventory under construction in notes 14 and 17,
respectively, was registered in favour of the Security Trustee for the benefit of the Bondholders in
accordance with its obligations under Section 4.6.1 of the Securities Note. The Special Hypothec
secures the principal amount of the bond still outstanding and accrued interest.
30. Events after the end of the reporting year
Arbitration process
Subsequent to the reporting date, as part of the arbitration proceedings described in Note 29,
Shoreline Contracting Limited, together with its co-defendants, filed their final written submissions
in response to the Rejoinder in September 2026. It is expected that the arbitration case will be
concluded by the end of the next financial year ending 30 June 2027.
Project completion
Although the commercial component of the Shoreline Mall Complex has been completed and is
currently in use, finishing works on the residential villas are still ongoing. These units are expected
to be placed on the market for sale during the next financial year.
31. Comparative Information
Comparative figures disclosed in the main components of these financial statements have been
reclassified to conform with the current year’s disclosure format for the purpose of compliance with
the IFRSs as adopted by the EU and the requirements of the Companies Act (Cap. 386).
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
50
Report on the audit of the financial statements
Our Opinion
In our opinion:
• Shoreline Mall p.l.c.’s financial statements give a true and fair view of the Company’s financial
position as at 30 June 2026, and of the Company’s financial performance in accordance with
the International Financial Reporting Standards (IFRSs) as adopted by the EU; and
• the financial statements have been prepared in accordance with the requirements of Maltese
Companies Act (Cap. 386).
What we have audited
Shoreline Mall p.l.c.’s financial statements, set out on pages 15 to 48, comprise:
• the statement of financial position as at 30 June 2026;
• the statement of profit or loss and other comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended;
• the notes to the financial statements, which include a summary of material accounting policies.
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 Auditors’ 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’ Code of Ethics for Professional Accountants (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 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(1) of the Accountancy Profession Act
(Cap. 281).
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
51
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 and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. 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.
Legal Proceedings
As detailed within note 29 to the financial statements, as at the date of this report the Company is a
defendant in an arbitration case under the ICC rules of arbitration in relation to a design and build
contract between, a fellow subsidiary, Shoreline Contracting Ltd and Koray Global Malta Limited. ICC
found prima facie basis for the Company to be included in the set proceedings although the Company
has applied for revocation of being included as it was never contractually a party to the agreement at
any time. The arbitration proceedings have commenced, and the amount being sought in the case by
Koray Global Malta Limited is EUR51,023,779. In connection with these proceedings, a garnishee order
of EUR56,357,564, which was subsequently reduced by the Courts of Malta to an amount of
EUR43,063,874 was extended to encompass the Company and several other Group entities in
December 2024.
As at the reporting date, the outcome of the litigation remains uncertain and, accordingly, management
concluded that it is not possible to reliably estimate any potential obligation arising from the case.
Management further obtained an independent legal opinion from a retired judge, which supports its
assessment that the matter is likely to be resolved favourably for the Company. Consequently,
management concluded that an outflow of economic resources is not probable and, therefore, no
provision has been recognised. However, given that the possibility of an economic outflow cannot be
ruled out, the matter has been disclosed as a contingent liability in the notes to the financial statements.
Given the assessment of the litigation and the related accounting treatment involve significant
management judgement and have a material impact on the disclosures included in the financial
statements, we considered this matter to be a Key Audit Matter.
Our procedures in this area included the following:
• Obtaining an understanding of the nature and status of the legal and regulatory matters
involving the Company through discussions with management and by reviewing relevant
documentation, including correspondence with external legal counsel and regulatory
authorities;
• Evaluating management’s assessment of the potential financial impact of these legal matters,
including their judgment on the probability and timing of potential outflows of economic
resources. We also obtained direct confirmation from the Company’s external legal counsel to
corroborate management’s representations and to assess the completeness and accuracy of
disclosures; and
• Assessing whether the related disclosures in the financial statements appropriately describe the
nature of the legal contingencies, the potential financial effects, and any related uncertainties
to ensure transparency and compliance with the applicable reporting requirements.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
52
Key audit matters - continued
Evaluation of the Company’s ability to continue as a Going Concern
Going concern is a significant area of focus in our audit due to its critical role in determining the basis
of preparation of the financial statements and its potential to materially affect users’ decisions.
Management has the primary responsibility to assess and ensure the appropriateness of the going
concern assumption in the preparation of the financial statements. This involves evaluating whether
the entity is able to continue its operations for at least 12 months from the reporting date.
The financial statements have been prepared on a going concern basis, which assumes that the
Company will continue in operational existence for the foreseeable future. In assessing the
appropriateness of this basis of preparation, management considered a number of commitments and
undertakings, which are intended to be maintained until the redemption of the Series A Bonds on 1
August 2028 referred to in note 22 to the financial statements, and which are aimed at safeguarding
the Company's financial position and supporting the eventual redemption of those bonds, as outlined
in the Company announcement dated 30 June 2026. These measures include:
v. the provision of an indemnity by Shoreline Residence Limited and its parent company, Shoreline
Holdings Limited, in respect of claims brought by Koray Global Malta Limited;
vi. restrictions on the repayment of indebtedness to, and lending of funds within, the Shoreline
Group;
vii. the establishment, subject to the lifting of the existing garnishee order, of a dedicated sinking
fund under the control of the Security Trustee to receive proceeds from villa sales and rental
income from the Shoreline Mall, with such funds being applied solely towards the redemption
of the Series A Bonds; and
viii. an undertaking to procure the waiver by third parties of any special privilege over the secured
property to which it may be entitled.
Based on the above commitments and undertakings, management considers that the Company has
adequate resources to continue its operations and to meet its obligations as they fall due for the
foreseeable future.
Given the significance of the commitments, indemnities and funding arrangements supporting the
Company's going concern assessment, together with the judgement involved in evaluating the
availability of such support and the Company's ability to meet its obligations as they fall due, we
considered this matter to be a Key Audit Matter.
Our audit procedures included the following:
• Obtaining an understanding of the Company and its environment, with particular emphasis on
the funding and refinancing arrangements available to support the Company's liquidity position
in the event of an adverse outcome in the arbitration proceedings relating to the litigation against
Koray Global Malta Limited, and to facilitate the redemption of the bonds due on 1 August 2028.
This included reviewing supporting correspondence and evaluating management's assumptions
and planned actions in respect of potential refinancing initiatives, including:
o Obtaining signed letters of support from Shoreline Residence Limited and Shoreline Holdings
Limited, whereby these entities undertake to indemnify and hold the Company harmless
against any claims, losses, liabilities, costs and expenses arising from claims brought by
Koray Global Malta Limited in connection with the current litigation.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
53
Key audit matters - continued
Evaluation of the Company’s ability to continue as a Going Concern – continued
o Obtaining independent architect valuations in respect of properties owned by Shoreline
Residence Limited which, based on confirmations received from the notary, are currently
unencumbered by hypothecs and are available to satisfy any potential claims. We also
verified that such properties remained unsold as at the date of this report.
• Obtaining confirmation from the independent contractor responsible for the construction of the
villas that the development is expected to be completed by next financial year end, 30 June
2027. We further corroborated management's expectations that the villas will be sold following
completion, such that the anticipated sales proceeds would be realised prior to the scheduled
redemption of the bonds on 1 August 2028.
• Obtaining and reviewing legal correspondence indicating that the arbitration proceedings are
expected to be concluded by the end of the financial year ending 30 June 2027, being in
advance of the scheduled redemption date of the Series A Bonds, 1 August 2028. This supports
management's assessment that the garnishee order may be lifted before the bond redemption
date, allowing the Company to access the relevant funding arrangements intended to facilitate
settlement of the bonds.
• In performing our risk assessment procedures, we evaluated whether there were events or
conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. These included, among others, negative operating cash flows, recurring losses,
working capital deficiencies, breaches of covenants, reliance on external financing or related
party support, and broader adverse economic or market conditions;
• Assessing management’s going concern evaluation by reviewing their cash flow forecasts and
financing plans. We tested the reasonableness of the assumptions and underlying data used in
the forecasts, including the timing and feasibility of anticipated cash inflows and outflows;
• Discussing with management their plans to address and mitigate these risks, and we evaluated
the feasibility and effectiveness of the proposed measures, including the status of negotiations
and financing arrangements; and
• Considering the adequacy of the related disclosures in the financial statements, assessing
whether these appropriately describe management’s assessment of going concern.
Investment Property - Fair Value Disclosure
As at 30 June 2026, the Company held investment property amounting to EUR 65,082,241 (2025: EUR
66,754,746) which is measured at cost less any subsequent accumulated depreciation and any
accumulated impairment losses. The investment property consists of the portion of land relating to the
Shoreline project and the capital expenditure directly attributable to the investment property. IAS 40
Investment Property
requires the disclosure of fair value, even when the investment property is
measured at cost.
The Directors determined the fair value of the investment property by applying an income-based
valuation approach, which involved discounting expected future cash flows using key assumptions as
outlined in note 14.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
54
Key audit matters - continued
Investment Property - Fair Value Disclosure – continued
Given that the disclosure of the investment property’s fair value is both quantitatively and qualitatively
material to the financial statements, we considered this matter to be a Key Audit Matter.
Our audit procedures in relation to the Directors’ determination of fair value comprised the following:
• Assessing the design and operational effectiveness of controls implemented by the Company
over its valuation process;
• Evaluating the appropriateness of the valuation methodology adopted by management, taking
into account the nature of the investment property, its intended use, and market conditions
prevailing;
• Critically reviewing and challenging the key assumptions and inputs used by management in
estimating fair value, such as discount rates, forecast rental income and growth assumptions;
and
• Reviewing the adequacy and reliability of supporting documentation, including valuation
models, lease agreements, external market data, and other corroborative evidence used in
determining fair value.
Further details regarding the basis used by the Directors in determining the fair value of the investment
property are disclosed in note 14 to the financial statements.
Other information
The Directors are responsible for the other information. The other information comprises
Directors,
officers and other information
on page 1,
Directors’ report
on pages 2 to 4,
Statement of Directors’
responsibilities
on page 5
and
Statement of corporate governance
on pages 6 to 14 (but does not
include the financial statements and our auditors’ report thereon).
Except for our opinions on the Directors’ report in accordance with the Maltese Companies Act (Cap.
386) and on the Statement of corporate governance in accordance with the Capital Markets Rules
issued by the Malta Financial Services Authority, our opinion on the financial statements does not cover
the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above 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.
With respect to the Directors’ report, we also considered whether the Director’s report includes the
disclosure requirements of Article 177 of the Companies (Cap. 386), and the statement required by
Rule 5.62 of the Capital Markets Rules on the Company’s ability to continue as a going concern.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
55
Responsibilities of the Directors for the financial statements
The Directors are responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRSs as adopted by the EU and the requirement of the Maltese Companies Act
(Cap. 386), 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.
The Audit Committee is responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
This report, including the opinions set out herein, has been prepared for the Company’s members as
a body in accordance with Articles 179, 179A and 179B of the Companies Act (Cap. 386).
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 opinions in accordance with Articles 179, 179A and 179B of the Companies Act (Cap.
386). 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.
In terms of Article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not
include assurance on the future viability of the Company or on the efficiency or effectiveness with which
the Directors have conducted or will conduct the affairs of the Company. The financial position of the
Company may improve, deteriorate, or otherwise be subject to change as a consequence of decisions
taken, or to be taken, by the management thereof, or may be impacted by events occurring after the
date of this opinion, including, but not limited to, events of force majeure.
As such, our audit report on the Company’s historical financial statements is not intended to facilitate
or enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions,
with respect to the future financial health and viability of the Company, and cannot therefore be utilised
or relied upon for the purpose of decisions regarding investment in, or otherwise dealing with (including
but not limited to the extension of credit), the Company. Any decision-making in this respect should be
formulated on the basis of a separate analysis, specifically intended to evaluate the prospects of the
Company and to identify any facts or circumstances that may be materially relevant thereto.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism 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.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
56
Auditors’ responsibilities 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.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the
Company, including the formulation of a view as to the manner in which financial risk is distributed
between shareholders and/or creditors cannot be reached on the basis of these financial statements
alone and must necessarily be based on a broader analysis supported by additional information.
We communicate with the Audit Committee 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 the Audit Committee 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 the Audit Committee, 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.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
57
Report on any other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to 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 Shoreline Mall p.l.c. for the year ended 30 June 2026,
entirely prepared in a single electronic reporting format.
Solely for the purposes of our reasonable assurance report on the compliance of the Annual Financial
Report with the requirements of ESEF RTS, the Annual Financial Report comprises the General Company
information, the Directors’ report, the Statement of Directors’ responsibilities, the Statement of
corporate governance, the Annual Financial Statements, the prescribed disclosures of material contracts
and the Independent Auditors’ Report, as set out in Capital Markets Rules 5.55.
Where the Annual Financial Report does not include consolidated financial statements, compliance with
the ESEF RTS solely requires the preparation of an Annual Financial Report in XHTML format.
Responsibilities of the Directors for the Annual Financial Report
The Directors are responsible for:
• The preparation and publication of the Annual Financial Report, including the financial
statements, in XHTML format as required by Capital Markets Rule 5.56A;
• Designing, implementing, and maintaining internal controls relevant to the preparation of the
Annual Financial Report in XHTML format, that is free from material misstatement, whether due
to fraud or error; and
• Consequently, for ensuring the accurate transfer of the information in the Annual Financial
Report into a single electronic reporting format.
Auditors’ responsibilities for the Reasonable Assurance Engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report,
including the financial statements, complies in all material respects, in XHTML format, 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.
The procedures we performed, including the assessment of the risks that the Annual Financial Report
is not prepared, in all material aspects, in XHTML format, whether due to fraud or error, were based on
our professional judgement and included:
• Obtaining an understanding of the Company’s internal controls relevant to the financial
reporting process, including the preparation of the Annual Financial Report in XHTML format,
but not for the purpose of expressing an assurance opinion on the effectiveness of those
controls.
• Examining whether the Annual Financial Report has been prepared, in all material aspects, in
XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
58
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 - continued
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 30 June 2026 has been prepared, in all
material aspects, in XHTML format.
This reasonable assurance opinion only covers the transfer of the information in the Annual Financial
Report into XHTML format as required by the ESEF RTS, and therefore does not cover the information
contained in the Annual Financial Report.
Other reporting requirements
The
Annual Financial Report and Financial Statements for the year ended 30 June 2026
contains other
areas required by legislation or regulation on which we are required to report. The Directors are
responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related
responsibilities and reporting, in addition to our responsibilities and reporting reflected in the
Other
information
section of our report. Except as outlined in the table, we have not provided an audit opinion
or any form of assurance.
Area of the Annual
Financial Report and
Financial Statements for
the year ended 30 June
2026 and the related
Directors’ responsibilities
Our responsibilities
Our reporting
Directors’ report
The Maltese Companies
Act (Cap. 386) requires
the Directors to prepare a
Directors’ report, which
includes the contents
required by Article 177 of
the Act and the Sixth
Schedule to the Act.
We are required to consider
whether the information given in
the Directors’ report for the
financial year for which the
financial statements are prepared
is consistent with the financial
statements.
We are also required to express
an opinion as to whether the
Directors’ report has been
prepared in accordance with the
applicable legal requirements.
In addition, we are required to
state whether, in the light of the
knowledge and understanding of
the Company and its environment
obtained in the course of our
audit, we have identified any
material misstatements in the
Directors’ report, and if so to give
an indication of the nature of any
such misstatements.
In our opinion:
• the information given in the
Directors’ report on pages 2
to 4 for the financial year
for which the financial
statements are prepared, is
consistent with the financial
statements; and
• the Directors’ report has
been prepared in
accordance with the Maltese
Companies Act (Cap. 386).
We have nothing to report to you
in respect of the other
responsibilities, as explicitly
stated within the
Other
information
section.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
59
Other reporting requirements - continued
Statement of corporate
governance
The Capital Markets Rules
issued by the Malta Financial
Services Authority require the
Directors to prepare and
include in the Annual Financial
Report a Statement of
Compliance with the Code of
Principles of Good Corporate
Governance within Appendix
5.1 to Chapter 5 of the Capital
Markets Rules. The Statement’s
required minimum contents are
determined by reference to
Capital Markets Rule 5.97. The
Statement provides
explanations as to how the
Company has complied with
the provisions of the Code,
presenting the extent to which
the Company has adopted the
Code and the effective
measures that the Board has
taken to ensure compliance
throughout the accounting
period with those Principles.
Our responsibility is laid down by
Rule 5.98 of the Capital Markets
Rules, which requires us to include
a report to shareholders on the
Statement of corporate governance
in the Company’s Annual Financial
Report.
We are required to report on the
Statement of corporate governance
by expressing an opinion as to
whether, in light of the knowledge
and understanding of the Company
and its environment obtained in the
course of the audit, we have
identified any material
misstatements with respect to the
information referred to in Capital
Markets Rules 5.97.4 and 5.97.5,
giving an indication of the nature of
any such misstatements.
We are also required to assess
whether the Statement of corporate
governance includes all the other
information required to be
presented as per Capital Markets
Rule 5.97.
We are not required to, and we do
not, consider whether the Board’s
statements on internal control
included in the Statement of
corporate governance cover all risks
and controls, or form an opinion on
the effectiveness of the Company’s
corporate governance procedures
or its risk and control procedures.
In our opinion, the Statement
of corporate governance on
pages 6 to 14 has been
properly prepared in
accordance with the
requirements of the Capital
Markets Rules issued by the
Malta Financial Services
Authority.
We have nothing to report to
you in respect of the other
responsibilities, as explicitly
stated within the
Other
information
section.
Independent auditors’ report
To the Shareholders of Shoreline Mall p.l.c.
60
Other matters on which we are required to report by exception
We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in
our opinion:
• Adequate accounting records have not been kept or returns adequate for our audit have not
been received from branches not visited by us;
• The financial statements are not in agreement with the accounting records and returns; or
• We have not received all the information and explanations which, to the best of our
knowledge and belief, we require for our audit.
We have nothing to report to you in respect of these responsibilities.
Other matter - use of this 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.
Audit tenure
We were first appointed by the members of the Company to as statutory auditors of the Company on
4 April 2025, for the financial year ended 30 June 2025. The period of total uninterrupted engagement
as statutory auditors covers two financial periods.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with
the provisions of Article 11 of the EU Audit Regulation No. 537/2014.
Christian Gravina
Director
For and on behalf of
GCS Assurance Malta Limited
Registered auditor
Agora Business Centre, Level 2
Valley Road
Msida, MSD 9020
Malta
26 October 2026
