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Grand Harbour Marina p.l.c. Annual Report 2024 Company Registration Number: C 26891
Grand Harbour Marina p.l.c. Page Annual Report Chairman’s Statement 1 Directors’ Report 5 Statement of the Directors’ Responsibilities 12 Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance 13 Other Disclosures in terms of the Capital Markets Rules 25 Remuneration Report 27 Consolidated and Separate Financial Statements Statement of financial position 30 Statement of profit or loss and other comprehensive income 31 Statement of changes in equity 32 Statement of cash flows 34 Notes to the financial statements 35 Independent Auditors’ Report
1 Grand Harbour Marina p.l.c. Chairman’s Statement Year Ended 31 December 2024 Overview Summary of Group Results (assuming a proportional consolidation of the investment in joint venture) 2024 2023 Grand Harbour Marina 45% Share of IC Cesme Combined Grand Harbour Marina 45% Share of IC Cesme Combined €m €m €m €m €m €m Revenues 8.23 4.14 12.37 4.34 3.29 7.63 Operating profit 3.44 2.22 5.66 1.44 1.51 2.95 Profit before tax 2.37 2.67 5.04 0.74 2.03 2.77 Net income 1.92 1.51 3.43 0.28 2.64 2.92 All figures above are shown before applying IFRS 11 Joint Arrangements which would exclude the results of the Group’s joint ventures from the detailed lines of the Statement of profit or loss and other comprehensive income. Grand Harbour Marina p.l.c. Consolidated The Consolidated Financial Statements for the year ended 31 December 2024 include the 45% beneficial interest of Grand Harbour Marina p.l.c. (“GHM” or the “Company”) in IC Cesme Marina Yatirim, Turizm ve Isletmeleri Anonim Sirketi (“IC Cesme”), and the results of a wholly owned subsidiary, Maris Marine Limited (“MML”), the latter being immaterial. Total revenue at GHM increased from €4.34 million to €8.23 million, while the Group’s share of revenues at IC Cesme increased to €4.14 million in 2024, compared to €3.29 million in 2023. Operating profit, Profit before tax and Profit after tax at GHM increased by €2.00 million, €1.63 million and €1.64 million respectively compared to 2023. The Group’s share of IC Cesme’s Operating profit and Profit before tax increased by €0.71 million and €0.64 million respectively, whilst the Profit after tax fell by €1.13 million. Grand Harbour Marina Annual Results €m 2024 2023 2022 2021 2020 Marina operating revenues 8.2 4.3 3.9 3.6 4.1 Direct costs (2.6) (0.9) (0.8) (0.7) (0.8) Operating expenses (2.2) (1.6) (1.5) (1.3) (1.3) EBITDA 3.4 1.8 1.6 1.6 2.0 PBT 2.4 0.7 0.5 0.4 0.8 Net income 1.9 0.3 0.2 0.1 0.5 Capital expenditure 0.3 0.2 0.1 0.0 0.1
2 Grand Harbour Marina p.l.c. Chairman’s Statement (continued) Year Ended 31 December 2024 Grand Harbour Marina (continued) Trading Sales revenues in 2024 increased by €3.9 million when compared to 2023, as the Company concluded a €3.8 million long-term berth sale. The Company registered EBITDA of €3.4 million, exceeding last year’s results. With net finance costs of €0.6 million (primarily made up of €0.7 million bond interest cost, €0.4 million interest expense on lease liabilities less interest income of €0.4 million and €0.1 reversal of impairment loss on financial assets) and depreciation of €0.4 million, the Company achieved €2.4 million profit before tax (2023: €0.7 million). GHM paid €1.2 million dividends during the year (2023: €0.3 million). Marketing and Corporate Social Responsibility Grand Harbour Marina remains committed to its social responsibilities, conducting business in an ethical manner, protecting the environment it operates in and contributing to the activities organised by the neighbouring communities of the three cities. During 2024, the marina supported the Birgu Local Council sponsoring festive events and the annual Birgu children Christmas party. Together with the superyacht crew, the marina team presented a donation to the Ursuline Sisters in Sliema who are preparing a childcare facility. The marina staff presented a donation to Shawn Mifsud who suffers from a rare disease. The marina continues supporting international events for the promotion of the Maltese islands abroad. The Baille de Suffren classic yachts regatta and the Rolex Middle Sea Race feature yearly in the sailing calendar. Valuation The market capitalisation of GHM on the Malta Stock Exchange on 15 April 2025 amounted to €16.00 million (26 April 2024: €17.60 million).
3 Grand Harbour Marina p.l.c. Chairman’s Statement (continued) Year Ended 31 December 2024 IC Cesme Annual Results (for 100% of the Marina) €m 2024 2023 2022 2021 2020 Seaside revenues 6.0 4.9 2.8 2.2 2.0 Landside revenues 3.2 2.4 2.3 1.7 1.3 Total revenues 9.2 7.3 5.1 3.9 3.3 Direct costs (0.6) (0.9) (0.6) (0.3) (0.2) Operating expenses (3.1) (2.6) (2.2) (1.4) (1.5) EBITDA 5.5 3.8 2.3 2.2 1.6 PBT 5.9 4.5 4.5 (2.6) (2.4) Net income 3.3 5.9 3.0 (1.9) (1.9) Capital expenditure 0.3 0.1 0.1 0.2 - Trading IC Cesme Marina, the Company’s 45% joint venture with IC Holdings, continued to maintain the performance on both seaside & landside revenues, when compared to 2023 levels. However, despite the government’s measures against hyper-inflation (64% in 2023) & foreign exchange rate increases and its negative trend continued in 2024 but slower compared to the previous years, as the Turkish lira depreciated against the Euro currency by 13% in yearly averages. With the competitive pricing and operational performance, both the landside and seaside revenues exceeded last year’s results. Revenues in 2024 increased by €1.1 million compared to 2023, emanating mainly from the seaside revenues which increased by €0.7 million, reflecting the increase on berthing prices. Direct costs decreased by €0.3 million due to the unit cost decrease on the energy prices. The EBITDA for 2024 amounts to €5.5 million (2023: €3.8 million). After deducting depreciation, IFRS16 related adjustment, finance costs, foreign exchange losses and hyperinflationary adjustment, the Profit before tax amounts to €5.9 million (2023: €4.5 million). Profit after tax of €3.3million (2023: €5.9 million) reflected a tax charge of €2.6 million (2023: tax credit of €1.5 million). The Group’s 45% share of IC Cesme’s after tax profit of €1.5 million (2023: €2.6 million) is included within its total share of profit of equity-accounted investees. Marketing and Corporate Social Responsibility In 2024, Çeşme Marina played a significant role in various events and corporate social responsibility initiatives. The Arkas Aegean Link Regatta (August 13-18), organized in collaboration with EAYK and Arkas, brought together passionate sailors and further reinforced Çeşme’s reputation as a key sailing destination. The Big Fish 2024 fishing tournament (September) attracted many participants, featuring engaging activities over two days and concluding with an award ceremony, strengthening the marina’s position as a hub for marine enthusiasts. In October, SKAL International World Congress, one of the most prestigious tourism organizations, was held in İzmir, with over 200 foreign tourism professionals from 37 countries and 187 distinguished Turkish professionals in attendance. As part of the congress, a special tour to Çeşme Marina showcased the region’s cultural heritage, rich gastronomy, and natural beauty.
4 Grand Harbour Marina p.l.c. Chairman’s Statement (continued) Year Ended 31 December 2024 IC Cesme (continued) Marketing and Corporate Social Responsibility (continued) On the sustainability front, Çeşme Marina continued its annual olive oil production, utilizing the olive trees within the marina premises. This initiative preserves the local natural heritage while promoting sustainable agricultural practices. Additionally, Çeşme Marina made a meaningful contribution to the "Sakız Ağacım Çeşme" (My Mastic Tree Çeşme) project, initiated by the Çeşme Municipality and Çeşmeköy Agricultural Development Cooperative. To mark World Soil Day (December 5th), the marina participated in planting 100 mastic tree saplings, with a commitment to donate another 100 in 2025. Group Outlook These results reflect the stability of our business model, despite the uncertainties caused by the wars around the world and the potential global trade war. The Board of Directors monitor the direct and indirect impacts of these situations on the business model and cash flow generation, and reaffirm the Group is well-positioned to meet the challenges posed by economic uncertainties. We thank our partners in Turkey for the continued collaboration, First Eastern for their support, our employees for their dedication, commitment and hard work, and our clients for the continued trust they place in us. Signed by the Company’s Chairman, Lawrence Zammit, on 15 April 2025 as per Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2024.
5 Grand Harbour Marina p.l.c. Directors’ Report Year Ended 31 December 2024 The directors have prepared this directors’ report for the Company in accordance with Article 177 of the Companies Act, 1995 (Chapter 386, Laws of Malta) (the “Act”) including the further provisions as set out in the Sixth Schedule to the Act. Board of Directors Lawrence Zammit (Chairman) Franco Azzopardi Elizabeth Ka Yee Kan Man-Yi Ho Chi-Keung Ng Tze Shun Fung (resigned with effect from 22 March 2024) Yixin Zeng (resigned with effect from 22 March 2024) Lap-Lik Victor Chu (resigned with effect from 22 March 2024) Principal Activities The principal activities of the Company and its joint venture are the acquisition, development, operation and management of marinas. The Company is geared towards providing a high-quality service to yachts, with a particular emphasis on superyachts, which by their very nature, demand high level marina related services. Currently the Company owns the Grand Harbour Marina in Malta, and the 45% interest in IC Cesme in Turkey. The marinas are operated and managed in association with the internationally well-known company Camper & Nicholsons Marinas Limited (“CNML”), a company largely involved in the management and operation of marinas worldwide. The principal activity of each of the Company and its joint venture entity is therefore to seek prospective customers to berth their vessels within the facilities at the Grand Harbour Marina in Vittoriosa, Malta, and at IC Cesme respectively, and to service their respective existing customers by providing the high-quality service required by both yacht owners and their crews. Review of Business Development and Financial Position The Chairman’s Statement reviews the development of the business of the Company and its joint venture for the reporting year. The results of its operations are set out in the Statements of Profit or Loss and Other Comprehensive Income. The financial position at 31 December 2024, as disclosed in the Statement of Financial Position as at this date, reflects a healthy state of affairs.
6 Grand Harbour Marina p.l.c. Directors’ Report (continued) Year Ended 31 December 2024 Future Developments The directors continue to place emphasis on improving operating efficiency at both the Company and IC Cesme to strengthen the sustainability of the Company. Furthermore, the directors, despite these challenging times, have confidence that the investment in IC Cesme will resume reaping benefits, thereby generating increasing value for the shareholders. Principal Risks and Uncertainties A financial risk management overview is given in note 29 to the financial statements and presents information about the Company’s and Group’s exposure to risk, the objectives, policies and processes for measuring and managing risk and the Company’s management of capital. Apart from the risks explained under that note which also form an integral part of this report, the Company is exposed to other principal business and operational risks as explained below. The financial performance of the Company partly depends on the timing, number and extent of berth sales. Whereas the Company’s business model has been shifting towards a financial performance based on the maximisation of marina occupancy and closer management of costs, there inevitably remains an exposure, to a certain extent, to the risks associated with the trends and future outlook of the berth sale industry as a whole. Inevitably, the Company is also exposed to competition from other marinas, locally and abroad. In addition, there may be matters, outside the control of the Company which may have a negative impact on the development of the marina, namely, the development of the surrounding areas. Going Concern The Directors have reviewed the Company’s budget for the next financial year. On the basis of this review, after making enquiries, and in the light of the current financial position and the funding arrangements in place, the directors confirm, in accordance with Capital Markets Rule 5.62, that they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Dividends and Reserves The company paid a gross dividend of €1,390,000 during 2024 (2023: €390,000). The movements on reserves and the amounts carried forward to next year are as set out in the Statement of Changes in Equity. Auditors Deloitte Audit Limited have expressed their willingness to continue in office. A resolution proposing the reappointment of Deloitte Audit Limited as auditors of the Company will be submitted at the forthcoming Annual General Meeting of the Company.
7 Grand Harbour Marina p.l.c. Directors’ Report (continued) Year Ended 31 December 2024 Disclosure in terms of the Capital Markets Rules Pursuant to Capital Markets Rule 5.64 Share capital structure The Company’s authorised and issued share capital is two million and four hundred thousand Euro (€2,400,000) divided into twenty million (20,000,000) fully paid-up ordinary shares of a nominal value of twelve Euro cents each (€0.12). All of the issued shares of the Company form part of one class of ordinary shares in the Company, which shares are listed on the Malta Stock Exchange. All shares in the Company have the same rights and entitlements and rank pari passu between themselves. The following are highlights of the rights attaching to the shares: Dividends: The shares carry the right to participate in any distribution of dividend declared by the Company; Voting rights: Each share is entitled to one vote at meetings of shareholders; Pre-emption rights: Subject to the limitations contained in the Memorandum and Articles of Association, shareholders in the Company shall be entitled, in accordance with the provisions of the Company’s Memorandum and Articles of Association, to be offered any new shares to be issued by the Company in proportion to their then current shareholding, before such shares are offered to the public or to any person not being a shareholder; Capital distributions: The shares carry the right for the holders thereof to participate in any distribution of capital made whether on a winding up or otherwise; Transferability: The shares are freely transferable in accordance with the rules and regulations of the Malta Stock Exchange, applicable from time to time; Other: The shares are not redeemable and not convertible into any other form of security; Mandatory takeover bids: Chapter 11 of the Capital Markets Rules, implementing the relevant Squeeze-Out and Sell-Out Rules provisions of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, regulates the acquisition by a person or persons acting in concert of the control of a company and provides specific rules on takeover bids, squeeze-out rules and sell-out rules. The shareholders of the Company may be protected by the said Capital Markets Rules in the event that the Company is subject to a Takeover Bid (as defined therein). The Capital Markets Rules may be viewed on the official website of the Malta Financial Services Authority - www.mfsa.com.mt.
8 Grand Harbour Marina p.l.c. Directors’ Report (continued) Year Ended 31 December 2024 Disclosures in terms of the Capital Markets Rules (continued) Pursuant to Listing Capital Markets Rule 5.64 (continued) Holdings in excess of 5% of the share capital On the basis of information available to the Company as at the 31 December 2024, Camper & Nicholsons Marina Investments Limited held 17,393,590 shares in the Company, equivalent to 86.97% of its total issued share capital. Other than the aforesaid, no person holds any shareholding in excess of 5% of the total issued share capital of the Company. Appointment/Replacement of Directors In terms of the Memorandum and Articles of Association of the Company, the directors of the Company shall be appointed by the shareholders in the annual general meeting as follows: (a) Any shareholder/s who in the aggregate hold not less than 200,000 shares having voting rights in the Company shall be entitled to recommend to the Company’s Nominations Committee (as defined in the Memorandum and Articles of Association of the Company) a fit and proper person for appointment as a director of the Company. The directors themselves or the Nominations Committee may make recommendations and nominations to the shareholders for the appointment of directors at the next following annual general meeting. (b) Shareholders are granted a period of at least fourteen (14) days to recommend candidates to the Nominations Committee for appointment as Directors. Such notice may be given by the publication of an advertisement in at least two (2) daily newspapers. All such nominations, including the candidate’s acceptance to be nominated as director, shall on pain of disqualification be made on the form to be prescribed by the directors from time to time and shall reach the Office not later than fourteen (14) days after the publication of the said notice (the “Submission Date”); provided that the Submission Date shall not be less than ninety (90) days prior to the date of the annual general meeting or any other meeting, as the case may be, appointed for such election. Nominations to be made by the directors or the Nominations Committee shall also be made by not later than the date established for the closure of nominations to shareholders. (c) Following the expiry of the fourteen (14) day period set-out in (b) above, the Nominations Committee shall assess the recommendations submitted to it and in so doing, it shall ensure that appointments to the Board of Directors is made on merit and against objective criteria. In addition, the Nominations Committee ought to ensure that any persons recommended whose candidacy shall be recommended to the shareholders of the Company for approval, are in a position to dedicate sufficient time and resources to the job. Decisions of the Nominations Committee are made by a majority vote.
9 Grand Harbour Marina p.l.c. Directors’ Report (continued) Year Ended 31 December 2024 Disclosures in terms of the Capital Markets Rules (continued) Pursuant to Capital Markets Rule 5.64 (continued) Appointment/Replacement of Directors (continued) (d) The Nominations Committee is tasked with periodically assessing the skills, knowledge and experience of the individual directors in order for the Board to have the appropriate level of skill, competence and experience that would endow the Board with the requisite collective knowledge and skill necessary for the proper functioning of the Company and its oversight by the Board. If, in the opinion of the Nominations Committee, the then current complement of the Board provides the Board with the appropriate skills, knowledge and experience and that there would be no value for the Company to change the then current composition of the Board, the Nominations Committee may determine that any retiring directors pursuant to the provisions of the Memorandum and Articles of Association of the Company shall be re-eligible for re-appointment to their office. (e) Directors of the Company shall be elected at every annual general meeting of the Company. (f) At the general meeting at which the election of directors is to take place the Chairman shall propose the name of each candidate who has been declared by the Nominations Committee as fit and proper to occupy the office of Director and whose nomination has been duly approved by the Nominations Committee in accordance with the process set-out in the Memorandum and Articles of Association of the Company (an “Approved Candidate”). The Chairman of the Company shall propose the name of each Approved Candidate proposed for election and the shareholders shall take a separate vote for each Approved Candidate (either by a show of hands or through a poll). Each shareholder shall be entitled, in the event of a poll, to use all or part only of his votes on a particular candidate. The directors shall further ensure that any Member may vote for each candidate by proxy. (g) Shareholders may vote in favour or against the resolution for the appointment of a director in any election, and a resolution shall be considered carried if it receives the assent of more than 50% of the shareholders present and voting at the meeting. (h) Upon a resolution being carried, the Approved Candidate proposed by virtue of that resolution shall be considered elected and appointed a director. In the event that the number of Directors elected pursuant to (f) above exceeds the number of vacancies available on the Board, then in such case, the Approved Candidates who obtain the highest number of votes overall amongst all Approved Candidates shall be elected as Directors, up to and not exceeding the number of vacancies available on the Board. Once elected, Directors shall hold office up until the end of the annual general meeting next following their appointment, unless they resign or are removed. Directors whose term of office expires or who resign or are removed are eligible for re-appointment. (i) Subject to the above, any vacancy among the directors may be filled by the co-option of another person to fill such vacancy. Such co-option shall be made by the Board and shall be valid until the conclusion of the next annual general meeting.
10 Grand Harbour Marina p.l.c. Directors’ Report (continued) Year Ended 31 December 2024 Disclosures in terms of the Capital Markets Rules (continued) Pursuant to Capital Markets Rule 5.64 (continued) Procedures for amendment to the Memorandum and Articles of Association In terms of the Companies Act, Cap. 386 of the Laws of Malta, the Company may by extraordinary resolution at a general meeting alter or add to its Memorandum or Articles of Association. An extraordinary resolution is one where: (a) it has been taken at a general meeting of which notice specifying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given; (b) it has been passed by a shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares issued by the Company represented and entitled to vote at the meeting, and at least fifty-one per cent (51%) in nominal value of all the shares issued by the Company and entitled to vote at the meeting. If one of the aforesaid majorities is obtained but not both, another meeting shall be duly convened within thirty (30) days to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares issued by the Company represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares issued by the Company having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice. Board members’ powers The directors are vested with the management of the Company, and their powers of management and administration emanate directly from the Memorandum and Articles of Association and the law. The directors are empowered to act on behalf of the Company and in this respect have the authority to enter into contracts, sue and be sued in representation of the Company. In terms of the Memorandum and Articles of Association they may do all such things that are not by the Memorandum and Articles of Association reserved for the Company in general meeting. In particular, the directors are authorised to issue shares in the Company with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the directors may from time to time determine, as long as such issue of equity securities falls within the authorised share capital of the Company. Unless the shareholders otherwise approve in a general meeting, the Company shall not, in issuing and allotting new shares: (a) allot any of them on any terms to any person unless an offer has first been made to each existing shareholder to allot to him at least on the same terms, a proportion of the new shares which is as nearly as practicable equal to the proportion in nominal value held by him of the aggregate shares in issue in the Company immediately prior to the new issue of shares; and (b) allot any of them to any person upon the expiration of any offer made to existing shareholders in terms of a) above. Any such shares not subscribed for by the existing shareholders may be offered for subscription to the general public under the same or other conditions which however cannot be more favourable to the public than an offer made under (a).
11 Grand Harbour Marina p.l.c. Directors’ Report (continued) Year Ended 31 December 2024 Disclosures in terms of the Capital Markets Rules (continued) Pursuant to Capital Markets Rule 5.64 (continued) Board members’ powers (continued) Furthermore, the Company may, subject to such restrictions, limitations and conditions contained in the Companies Act, acquire its own shares. Save as otherwise disclosed herein, the provisions of Capital Markets Rules 5.64.2, 5.64.4 to 5.64.7, 5.64.10 and 5.64.11 are not applicable to the Company. Signed on behalf of the Company’s Board of Directors on 15 April 2025 by Lawrence Zammit (Chairman) and Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2024.
12 Grand Harbour Marina p.l.c. Statement of the Directors’ Responsibilities The directors are required by the Companies Act (Cap. 386) to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of affairs of the Company and the Group at the end of each financial year, and of the profit or loss of the Company and the Group for the year then ended. In preparing the financial statements, the directors should: • select suitable accounting policies and apply them consistently; • make judgments and estimates that are reasonable; and • prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Company and the Group 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/Bank and the Group and which enable the directors to ensure that the financial statements comply with the 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 the Group, 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 consolidated financial statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the requirements of the European Single Electronic Format Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2020/815 (the “ESEF RTS”), • designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial Report that is free from material non-compliance with the requirements of the ESEF RTS, 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 MFSA 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 and the Group as at 31 December 2024 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; and b) the Directors’ Report includes a fair review of the performance of the business and the financial position of the Company and the Group, together with a description of the principal risks and uncertainties that they face. Signed on behalf of the Company’s Board of Directors on 15 April 2025 by Lawrence Zammit (Chairman) and Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2024.
13 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance Introduction Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the Company as a company whose securities are listed on a regulated market should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules (the “Code”). In terms of Capital Markets Rule 5.94, the Company is obliged to prepare a report explaining how it has complied with the Code. For the purposes of the Capital Markets Rules, the Company is hereby reporting on the extent of its adoption of the Code. The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. However, the directors strongly believe that such practices are in the best interests of the Company and its shareholders and that compliance with principles of good corporate governance is not only expected by investors but also evidences the directors' and the Company's commitment to a high standard of governance. Good corporate governance is the responsibility of the Board, and in this regard the Board has carried out a review of the Company’s compliance with the Code during the period under review. As demonstrated by the information set out in this statement, the Company believes that it has, save as indicated herein the section entitled “Non-Compliance with the Code”, throughout the accounting period under review, applied the principles and complied with the provisions of the Code. In the Non-Compliance Section, the Board indicates and explains the instances where it has departed from or where it has not applied the Code, as allowed by the Code. Part 1: Compliance with the Code Principle 1: The Board The Board’s principal purpose is to provide the required leadership of the Company, to set the present and future strategy of the Company and to ensure proper oversight and accountability. Following the last Annual General Meeting, the Board consisted of seven non-executive directors (including the Chairman) and one executive director. Following the resignation of three non-executive directors which was required to bring the total complement of directors on the Board in line with the Board composition requirements set out in the new Memorandum and Articles of Association of the Company, the Board currently comprises four non-executive directors (including the Chairman) and one executive director, namely Elizabeth Ka Yee Kan, who is the CEO of the Company. All of the directors were elected by the shareholders in general meeting. The directors, inter alia, exercise prudent and effective control, are accountable for their or their delegates’ actions or inactions, regularly review management performance and have a broad knowledge of the business of the Group. The directors are aware of their statutory and regulatory requirements. They allocate sufficient time to perform their responsibilities and regularly attend Board meetings. The Board delegates specific responsibilities to the Audit Committee. Further details in relation to the responsibilities of the Board and the Audit Committee are found in Principles 4 and 5 of this Statement respectively. Principle 2: Chairman and Chief Executive During 2024, the chairmanship of the Company was vested with Mr Lawrence Zammit and the position of Chief Executive Officer was occupied by Ms Elizabeth Ka Yee Kan. The roles of the Chief Executive Officer and of the Chairman are separate from each other.
14 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 2: Chairman and Chief Executive (continued) The Chairman is responsible to lead the Board and to set its agenda. The Chairman ensures that the Board’s discussions on any issue put before it, go into adequate depth, that the opinions of all the directors are taken into account, and that all the Board’s decisions are supported by adequate and timely information. The Chairman was also entrusted to ensure that the Company’s executive and management team develop a strategy which is agreed to by the Board. The Chief Executive Officer led the Company’s management team and ensured that the Company is being managed in line with the strategies and policies set by the Board. Principle 3: Composition of the Board At the beginning of 2024, the Board was composed of eight (8) directors, one (1) of whom had executive functions whilst the remaining seven (7) directors were non-executive. Following the resignation of three non-executive directors which was required to bring the total complement of directors on the Board in line with the Board composition requirements set out in the new Memorandum and Articles of Association of the Company, the Board currently comprises four (4) non-executive directors, including the Chairman and one executive director, namely Elizabeth Ka Yee Kan, who is the CEO of the Company. The Board considers that the size of the Board is appropriate. The combined and varied knowledge, experience and skills of the Board members provide the balance of competences that are required, add value to the functioning of the Board and give direction to the Company, in line with the strategies and policies set out by the Board itself. Lawrence Zammit and Franco Azzopardi are considered to be independent. In determining the independence or otherwise of its directors, the Board considered, amongst others, the principles relating to independence of directors contained in the Code, the Company’s own practice as well as general principles of good practice. Specifically, in determining both Mr. Zammit and Mr. Azzopardi’s independence, the Board considered the fact that they have both respectively been directors of the Company for more than twelve consecutive years. In this regard, the Board is of the view that both Mr. Lawrence Zammit and Mr. Franco Azzopardi have always respectively maintained their independence of judgment, objectively and independently assessing the Company’s and management’s performance and that both Mr. Zammit and Mr. Azzopardi are mindful of, and intend on maintaining independence, professionalism and integrity in carrying out their duties, responsibilities and providing judgement as directors of the Company. The presence of the executive director on the Board is designed to ensure that the Board has direct access to the individuals having the prime responsibility for the executive management of the Company and the implementation of approved polices. Each non-executive director has submitted the declaration to the Board declaring their independence as stipulated under code provision 3.4. Principle 4: The Responsibilities of the Board The Board has the first level responsibility for executing the four basic roles of Corporate Governance, namely accountability, monitoring, strategy formulation and policy development. In fulfilling its mandate, the Board assumes responsibility to: a) establish appropriate corporate governance standards; b) review, evaluate and approve, on a regular basis, long-term plans for the Company; c) review, evaluate and approve the Company’s budgets and forecasts; d) review, evaluate and approve major resource allocations and capital investments; e) review the financial and operating results of the Company on the basis of key performance indicators and benchmarking the Company’s results against industry norms; f) ensure appropriate policies and procedures are in place to manage risks and internal control;
15 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 4: The Responsibilities of the Board (continued) g) review, evaluate and approve the overall corporate organisation structure, the assignment of management responsibilities and plans for senior management development; h) review, evaluate and approve compensation to senior management; and i) review periodically the Company’s objectives and policies relating to social, health and safety and environmental responsibilities. The Board has established a clear internal and external reporting system to ensure that the Board has access to accurate, relevant and timely information. The Board has ensured that policies and procedures are in place to maintain the highest standards of corporate conduct of the Company and its employees. During its meetings the Board regularly discusses the directors’ statutory and fiduciary duties, the Company’s operations and prospects, the skills and competence of senior management, the general business environment and the Board’s expectations. Principle 5: Board Meetings For the period under review, the Board has implemented its policy to meet at least once every quarter. Board meetings concentrate mainly on strategy, operational performance and financial performance of the Company. After each Board meeting and before the next, Board minutes that faithfully record attendance, key issues and decisions are sent to the directors. As a matter of practice, Board meetings are set well in advance of their due date and each director is provided with detailed Board papers relating to each agenda item. Management prepares detailed reviews for each Board meeting covering all aspects of the Company’s business. During 2024, the Board met five (5) times. Meetings were attended as follows: Members No of Meetings held: Five (5) Attended Lawrence Zammit (Chairman) 5 Franco Azzopardi 5 Elizabeth Ka Yee Kan 5 Man Yi Ho 5 Chi Keung Ng 5 Tze Shun Fung (resigned with effect from 22 March 2024) 0 Yixin Zeng (resigned with effect from 22 March 2024) 0 Lap-Lik Victor Chu (resigned with effect from 22 March 2024) 0 The Board also delegates specific responsibilities to the management team of the Company, the Audit Committee and the Nominations Committee, which operate under their formal terms of reference.
16 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 5: Board Meetings (continued) Board Committees Audit Committee The Board delegates certain responsibilities to the Audit Committee, the terms of reference of which reflect the requirements stipulated in the Capital Markets Rules, as amended by virtue of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017, amending Directive 2007/36/EC regarding the encouragement of long-term shareholder engagement. As part of its terms of reference, the Audit Committee has the responsibility to, if required, vet, approve, monitor and scrutinise Related Party Transactions, if any, falling within the ambits of the Capital Markets Rules and to make its recommendations to the Board on any such proposed Related Party Transactions. The Audit Committee also establishes internal procedures and monitors these on a regular basis. The terms of reference for the Audit Committee are designed both to strengthen this function within the Company and to widen the scope of the duties and responsibilities of this Committee. The Committee also has the authority to summon any person to assist it in the performance of its duties, including the Auditors of the Company who are invited to all relevant meetings. For the period under review, the Audit Committee was composed of Franco Azzopardi (non-executive director and Chairman of the Audit Committee), Lawrence Zammit (non-executive director and Chairman of the Company) and Man Yi Ho (non-executive director). The Chairman of the Audit Committee is appointed by the Board and is independent of the Company. Lawrence Zammit and Franco Azzopardi are independent. In assessing their independence, the Board considered the criteria set out in Capital Markets Rule 5.119, including as far as both Lawrence Zammit and Franco Azzopardi are concerned, the fact that they have respectively served as directors of the Company for more than twelve consecutive years. During 2024, the Audit Committee met four (4) times. Members No of Meetings held: Four (4) Attended Franco Azzopardi 4 Lawrence Zammit 4 Man Yi Ho* 4 * Ms. Ho does not participate in meetings which discuss and, where deemed appropriate, approve related party transactions.
17 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 5: Board Meetings (continued) Board Committees (continued) Audit Committee (continued) The Board considers Mr Franco Azzopardi to be independent and competent in accounting and/or auditing on the basis that Mr Azzopardi qualified as an accountant in 1985 and received a Master of Science in Finance from the University of Leicester in 2006. In accordance with Capital Markets Rule 5.118, the Board considers the members of the Audit Committee as having the required competence jointly as a Committee due to their professional background and experience in the marina industry, as well as in other sectors, at both national and international level. Nominations Committee As at the date of this statement, the Nominations Committee is composed of Lawrence Zammit (Chairman and non-executive director), Franco Azzopardi (non-executive director) and Elizabeth Ka Yee Kan (executive director). As part of its function, the Nomination Committee is tasked with proposing to the Board candidates for the position of director, including persons considered to be independent in terms of the Capital Markets Rules, whilst also considering any recommendations from or nominations made by the shareholders in accordance with the Articles of Association of the Company. Indeed, the Nominations Committee is empowered, by virtue of the Articles of Association of the Company, to reject any recommendation made to it if, in its considered opinion, the appointment of the person so recommended as a Director could be detrimental to the Company’s interests or if such person is not considered fit and proper to occupy that position. All persons who have been deemed fit and proper by the Nominations Committee (following recommendations made by the shareholders) are then submitted for appointment by the shareholders of the Company in general meeting. The Board and the Nominations Committee itself may also make recommendations of fit and proper persons to the shareholders of the Company for appointment at the annual general meeting. The Nominations Committee shall also have the function of periodically assessing the skills, knowledge and experience of individual Directors necessary for the Board to have the appropriate level of skill, competence and experience that would endow the Board with the requisite collective knowledge and skill necessary for the proper functioning of the company and its oversight by the Board of Directors. The Nominations Committee is also tasked with informing the recommended candidates, about the expected time commitment required in connection with their roles as Directors of the Company. Other significant commitments, including time involvement, of such recommended candidates, are disclosed to the Nominations Committee prior to their appointment. No member of the Nominations Committee may be present while his nomination as a Director of the Company is discussed by the Nominations Committee.
18 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 6: Information and Professional Development Senior Executive Management The CEO is responsible for the implementation of the strategies set by the Board, management of the business of the Company and to deliver the results. The CEO reports directly to the Board of the Company. The Company’s senior management, including the CEO, is appointed by the Board. The Board is responsible for setting the business strategy and overall corporate governance of the Company. The General Manager, Chief Operating Officer and Chief Financial Officer of the Company attended meetings of the Board as and when requested. The attendance of such persons during Board meetings is designed to ensure that all the directors have direct access to the day-to-day management of the Company’s business and to, inter alia, ensure that the policies and strategies adopted by the Board are successfully implemented by the Company. On joining the Board, a director is provided with briefings by the Company’s senior management on the different activities within the Company. Each director is made aware of the Company’s on-going obligations in terms of the Companies Act (Cap. 386), the Capital Markets Rules and other relevant legislation. Directors have access to the advice and services of the Company Secretary who is also the legal counsel to the Board and the Company in order to ensure that each director is aware of his or her legal obligations. The Company is also prepared to bear the expense incurred by the directors requiring independent professional advice should they judge it necessary to discharge their responsibilities as directors. The Board actively also considers the professional and technical development of all directors and senior management. The Company recognises the need for a succession plan for the senior management of the Company. The marina service agreement with CNML provides the necessary tool for succession planning purposes. The value added by having this marina service agreement with CNML is the possibility for the Company to tap in on any additional resources it may require from time to time. This serves the purpose of also ensuring the continuity of operations of the marina. Appointments and changes to senior management are the responsibility of the CEO and are approved by the Board. Notwithstanding that the Board has established no formal system yet, the Board and the CEO ensure that the staff morale is duly monitored at all times. Principle 7: Evaluation of the Board’s Performance With respect to the year under review, the Board undertook an evaluation of its own performance, the Chairman’s performance and that of its Committees. The Board did not per se appoint a committee to carry out this performance evaluation, but the evaluation exercise was conducted through a discussion at a meeting of the Board of Directors. Whilst the Board continuously seeks ways how to reasonably improve its governance structures, the feedback obtained to date was not such to require material changes to the Company’s corporate governance structures. Principle 8: Committees Remuneration Committee As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the directors is not performance-related, the Company has not set up a remuneration committee. The functions which would otherwise be carried out by such committee are carried out by the Board which in so doing, benchmarks the directors’ remuneration against the market.
19 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 9: Relations with Shareholders and with the Market and Principle 10: Institutional Investors The Board is of the view that over the period under review the Company has communicated effectively with the market through a number of company announcements that it published informing the market of significant events happening within the Company, as well as the keeping the market updated with the financial performance of the Company. The Company also communicates with its shareholders through its Annual General Meeting (further detail is provided under the section entitled General Meetings). The Chairman arranges for all directors to attend the annual general meeting and for the chairman of the Audit Committee to be available to answer questions, if necessary. The Chairman also ensures that sufficient contact is maintained with major shareholders to understand issues and concerns. Apart from the annual general meeting, the Company intends to continue with its active communication strategy in the market and shall accordingly continue to communicate with its shareholders and the market by way of the Annual Report and Financial Statements, by publishing its results on a six-monthly basis during the year and through the directors’ statements published on a six-monthly basis, and by company announcements to the market in general. The Company recognises the importance of maintaining a dialogue with the market to ensure that its strategies and performance are well understood and disclosed to the market in a timely manner. The Company's website (https://cnmarinas.com/grand-harbour-marina/notification-publication/) also contains information about the Company and its business which is a source of further information to the market. Individual shareholders can raise matters relating to their shareholding at any time throughout the year and are provided with the opportunity to ask questions at the Annual General Meeting. Minority shareholders may requisition a meeting of shareholders in accordance with applicable law. Principle 11: Conflicts of Interest The directors are aware that their primary responsibility is always to act in the interest of the Company and its shareholders as a whole irrespective of who appointed them to the Board. Acting in the interest of the Company includes an obligation to avoid conflicts of interest. The Board is aware of any interest directors may have in the share capital of the Company. In the case of conflicts, the Company has strict policies in place which are based on applicable laws, rules and regulations and which allow it to manage such conflicts, actual or potential, in the best interest of the Company. Principle 12: Corporate Social Responsibility Grand Harbour Marina remains committed to its social responsibilities, conducting business in an ethical manner, protecting the environment it operates in and contributing to the activities organised by the neighbouring communities of the three cities. During 2024, the marina supported the Birgu Local Council sponsoring festive events and the annual Birgu children Christmas party. Together with the superyacht crew, the marina team presented a donation to the Ursuline Sisters in Sliema who are preparing a childcare facility. The marina staff presented a donation to Shawn Mifsud who suffers from a rare disease.
20 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Part 1: Compliance with the Code (continued) Principle 12: Corporate Social Responsibility (continued) The marina continues supporting international events for the promotion of the Maltese islands abroad. The Baille de Suffren classic yachts regatta and the Rolex Middle Sea Race feature yearly in the sailing calendar. Part 2: Non-Compliance with the Code Principle 4: Code Provisions 4.2.7: Code Provision 4.2.7 recommends “the development of a succession policy for the future composition of the Board of directors and particularly the executive component thereof, for which the Chairman should hold key responsibility”. In the context of the appointment of directors being a matter reserved exclusively to the Company’s shareholders (except where the need arises to fill a casual vacancy), considering that every director retires from office at the AGM, the Company does not consider it feasible to have in place such a succession policy. However, the recommendation to have in place such a policy will be kept under review. An active succession policy is however in place for senior executive positions in the Company. Principle 7: Code Provision Code Provision 7.1 recommends that the board should appoint a committee chaired by a non-executive Director in order to carry out a performance evaluation of its role. The Board did not appoint an ad hoc committee to carry out this performance evaluation. The Board believes that the size of the Company and the Board itself does not warrant the establishment of a committee specifically for the purpose of carrying out a performance evaluation of its role. Whilst the requirement under Code Provision 7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board, the size of the Company’s Board is such that it should enable it to evaluate its own performance without the requirement of setting up an ad hoc committee for this purpose. Additionally, the Board also notes that its performance is subject to the constant scrutiny of the Board itself, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company. Principle 9: Code Provision 9.3: The Company does not have a formal mechanism in place as required by Code provision 9.3 to resolve conflicts between minority shareholders and controlling shareholders and no such conflicts have arisen.
21 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Internal Control and Risk Management The Board reviews and is ultimately responsible for the Company's system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives, and can provide only reasonable, and not absolute, assurance against normal business risks or loss. The key features of the Company’s system of internal control are as follows: Organisation The Company operates through the management team of the Company. Such team operates within clear reporting lines and delegation of powers granted by resolution of the Board. Control environment The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations. Company policies and employee procedures are in place for the reporting and resolution of improper activities. The Company has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Company objectives. Risk identification Company management is responsible for the identification and evaluation of key risks applicable to their respective areas of business. Financial reporting Financial reporting procedures are in place to identify, control and report major risks. The Board receives periodic management information giving comprehensive analysis of financial and business performance against prior periods and current budgets.
22 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) General Meetings and Shareholders’ Rights Conduct of general meetings It is only shareholders whose details are entered into the register of members on the record date that are entitled to participate in the general meeting and to exercise their voting rights. In terms of the Capital Markets Rules, the record date falls thirty (30) days immediately preceding the date set for the general meeting to which it relates. The establishment of a record date and the entitlement to attend and vote at general meeting does not, however, prevent trading in the shares after the said date. In order for business to be transacted at a general meeting, a quorum must be present. In terms of the articles of association, fifty-one per cent (51%) of the nominal value of the issued equity securities entitled to attend and vote at the meeting constitutes a quorum. If within half an hour, a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the directors may determine. In any event, the adjourned meeting must be held at least ten (10) days after the final convocation is issued and no new item must put on the agenda of such adjourned meeting. If at the adjourned meeting a quorum is not yet present within half an hour from the time appointed for the meeting, the member or members present shall constitute a quorum. The chairman of the Board presides as chairman at every general meeting of the Company. At the commencement of any general meeting, the chairman may, subject to applicable law, set the procedure which shall be adopted for the proceedings of that meeting. Such procedure is binding on the members. If the meeting consents or requires, the chairman shall adjourn a quorate meeting to discuss the business left unattended or unfinished. If a meeting is adjourned for thirty (30) days or more, notice of the quorate meeting must be given as in the case of an original meeting. Otherwise, it is not necessary to give any notice of an adjourned meeting or of the business to be transacted at such quorate meeting. At any general meeting a resolution put to the vote shall be determined and decided by a show of hands, unless a poll is demanded before or on the declaration of the result of a show of hands by: I. the chairman of the meeting; or II. by at least three (3) members present in person or by proxy; or III. any member or members present in person or by proxy and representing not less than one tenth of the total voting power of all members having the right to vote at that meeting; or IV. a member or members present in person or by proxy holding equity securities conferring a right to vote at the meeting, being equity securities on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the equity securities conferring that right. Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost together with an entry to that effect in the minute book, shall constitute conclusive evidence of the fact without need for further proof. If a resolution requires a particular majority in value, in order for the resolution to pass by a show of hands, there must be present at that meeting a member or members holding in the aggregate at least the required majority. A poll demanded on the election of the chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at the discretion of the chairman. In the case of equality of votes, whether on a show of hands or on a poll, the chairman has a second or casting vote. On a show of hands every member present in person or by proxy shall have one vote, and on a poll every member shall have one vote for each equity security carrying voting rights of which he is the holder provided that all calls or other sums presently payable by him in respect of equity securities have been paid.
23 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) General Meetings and Shareholders’ Rights (continued) Proxy Every member is entitled to appoint one person to act as proxy holder to attend and vote at a general meeting instead of him. The proxy holder shall enjoy the same rights to participate in the general meeting as those to which the member thus represented would be entitled. If a member is holding shares for and on behalf of third parties, such member shall be entitled to grant a proxy to each of his clients or to any third party designated by a client and the said member is entitled to cast votes attaching to some of the shares differently from the others. In the case of voting by a show of hands, a proxy who has been mandated by several members and instructed to vote by some shareholders in favour of a resolution and by others against the same resolution shall have one vote for and one vote against the resolution. The instrument appointing a proxy must be deposited at the office or by electronic mail at the address specified in the notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting or, in the case of a poll, not less than forty-eight (48) hours before the time appointed for the taking of the poll. The same applies to the revocation of the appointment of a proxy. A form of instrument of proxy shall be in such form as may be determined by the directors and which would allow a member appointing a proxy to indicate how he would like his proxy to vote in relation to each resolution. Including items on the agenda A shareholder or shareholders holding not less than 5% of the issued share capital may include items on the agenda of the general meeting and table draft resolutions for items included on the agenda of a general meeting. Such right must be exercised by the shareholder at least 46 days before the date set for the general meeting to which it relates. Questions Shareholders have the right to ask questions which are pertinent and related to the items on the agenda. Electronic voting In terms of the Articles of Association of the Company, the directors may establish systems to: a) allow persons entitled to attend and vote at general meetings of the Company to do so by electronic means in accordance with the relevant provisions of the Capital Markets Rules; and b) allow for votes on a resolution on a poll to be cast in advance. Where a shareholder requests the Company to publish a full account of a poll, the Company is required to publish the information on its website not later than fifteen (15) days after the general meeting at which the result was obtained. Further details on the conduct of a general meeting and shareholders’ rights are contained in the memorandum and articles of association of the Company and in chapter 12 of the Capital Markets Rules.
24 Grand Harbour Marina p.l.c. Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance (continued) Remuneration Statement As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the directors is not performance-related, the Company has not set up a remuneration committee. The functions which would otherwise be carried out by such Committee are carried out by the Board. Remuneration Policy – Senior Executives The Board determines the framework of the overall remuneration policy and individual remuneration arrangements for its senior executives based on recommendations from the Compensation Committee of its Parent company. The Board considers that these remuneration packages reflect market conditions and are designed to attract appropriate quality executives to ensure the efficient management of the Company. During the current year under review there have been no significant changes in the Company’s remuneration policy and no significant changes are intended to be effected thereto in the year ahead. The terms and conditions of employment of each individual within the executive team are set out in their respective indefinite contracts of employment with the Company. None of these contracts contain provisions for termination payments and other payments linked to early termination. The Company’s senior executives may be paid a bonus by the Company of up to 10% of their respective salary. The payment of such bonus is based on the financial performance of the Company. Moreover, share options, pension schemes and profit sharing are currently not part of the Company’s remuneration policy. The Company has opted not to disclose the amount of remuneration paid to its senior executives on the basis that it is commercially sensitive. Remuneration Policy – Directors The Board determines the framework of the remuneration policy for the members of the Board as a whole. The maximum annual aggregate emoluments that may be paid to the directors is approved by the shareholders in the Annual General Meeting. The financial statements disclose an aggregate figure in respect of the directors’ remuneration which, with respect to the period under review, amounted to thirty-eight thousand Euros (€38k) (entirely representing a fixed remuneration). As mentioned above, there are no share options and the directors do not receive variable remuneration. Directors’ emoluments are designed to reflect the time committed by directors to the Company’s affairs. The remuneration of the directors is not performance related. Signed on behalf of the Company’s Board of Directors on 15 April 2025 by Lawrence Zammit (Chairman) and Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2024.
25 Grand Harbour Marina p.l.c. Other Disclosures in terms of the Capital Markets Rules Pursuant to Capital Markets Rule 5.70 5.70.1 Material Contracts in relation to which a director of the Company was directly or indirectly interested Marina Services Agreement between the Company and Camper & Nicholsons Marinas Limited (“CNML”) On the 1 July 2007, the Company entered into a Marina Service Agreement with CNML for an initial period of 3 years and which continues in force thereafter. CNML is entitled to receive from the Company the following fees/charges: 1. in respect of recruitment, operational services and auditing - 2.5% on the sum of the total amounts (gross receipts) from the marina operations with a minimum payment of GBP18k per annum; 2. sales and marketing - GBP3.2k per month and 2.5% on licences in excess of one year; 3. commissioning - sums shall be agreed from time to time in connection with projects undertaken; 4. project services - charges are agreed from time to time; and 5. financial controller support - a rate of GBP48 per hour for actual time spent on GHM work. Royalty Agreement between the Company and Camper & Nicholsons Marinas International Limited The Company had formerly entered into an agreement with CNML. The agreement dated 1 April 2004 gives right for the marina to use the name of “C&N” for its operations. CNML was entitled to branding charges of GBP1k per month. This agreement had been replaced by an agreement dated 1 July 2007 between GHM and Camper & Nicholsons (Designs) Limited. Under the terms of this agreement, GHM was obliged to pay Camper & Nicholsons (Designs) Limited 0.25% of turnover as royalties with a minimum amount of GBP10k per annum. This agreement was terminated on 19 December 2008 and replaced by another agreement with Camper & Nicholsons Marinas International Limited. Under the terms of this new agreement the Company is obliged to pay Camper & Nicholsons Marinas International Limited 1.50% of operating turnover as royalties. Loans between the Company and Camper & Nicholsons Marina Investments Limited (“CNMIL” or the “Parent Company”). As at 31 December 2024, the Company had one loan agreement with CNMIL, amounting to €1,050,000. By virtue of an agreement dated September 2024, the Company rolled over the loan to the Parent Company, which has an interest rate payable to the Company of 4.50% per annum, and is now repayable by the 30 September 2026. Additionally, by virtue of two loan notes, the Company granted in favour of Camper & Nicholsons Marinas Limited (“CNML”), a company registered and incorporated in England, bearing company registration number 2764678, and with its registered address at “35, Ballards Lane, London, N3 1XW, England”, two loans in an aggregate amount of €2,682,000 (€450,000 under the first loan note, and an aggregate of €2,232,000 under the second loan respectively) (the “CNML Loan Notes”). The amounts due to the Company in terms of the CNML Loan Notes bear interest at the fixed rate of 5% per annum. This loan was repaid in full during the year ended 31 December 2024. Elizabeth Ka Yee Kan is also a director of Camper & Nicholsons Marina Investments Limited and / or other companies forming part of the same group of companies.
26 Grand Harbour Marina p.l.c. Other Disclosures in terms of the Capital Markets Rules (continued) Pursuant to Capital Markets Rule 5.70 (continued) Pursuant to Capital Markets Rule 5.70.2 Company Secretary: Dr Louis de Gabriele LL.D. Registered Office of Company: Vittoriosa Wharf Vittoriosa BRG 1721 Malta Telephone: (+356) 21 800 700
27 Grand Harbour Marina p.l.c. Remuneration Report Year Ended 31 December 2024 This statement on the remuneration of Grand Harbour Marina p.l.c.’s (C 26891) (the “ Company”) Board of directors and Chief Executive Officer has been drawn up in compliance with the requirements of Chapter 12 of the Capital Markets Rules, and contains information required by the provisions of Appendix 12.1 of the Capital Markets Rules. The Company’s remuneration of its board of directors is based on the remuneration policy adopted and approved by the shareholders at the annual general meeting of 11 September 2020. That policy is available for inspection on the Company’s website at https://ghm.com.mt/static/23b6fcbc758c8567ad44fc92bb84a346/AGM-2021- Remuneration-Policy.pdf 1. The Remuneration Policy The Company’s remuneration policy determines the basis for remuneration of all members of the board of directors, and the Chief Executive Officer (“CEO”) of the Company. It defines the principles and guidelines that apply to both fixed and variable remuneration, including all bonuses and benefits, which can be awarded to directors and, in the case of variable remuneration, indicate the relative proportion between fixed and variable components. The Company’s remuneration policy is intended as a measure to attract and retain suitable candidates for the position of directors, calculated to provide the Company with the appropriate skills, technical knowledge experience and expertise both for the determination of policies and strategies of the Company as well as the supervisory role of the board, which in turn contributes to the performance of the Company. The CEO does not get any form of remuneration from the Company. The Policy was implemented without any deviations from the procedure for the implementation of the remuneration policy as defined in Chapter 12 of the Capital Markets Rules. However, it is worth noting that whilst the remuneration policy provides that the Board mandated the Compensation Committee established by Camper & Nicholsons Marina Investments Limited (the Parent Company) to evaluate the remuneration of the senior executives of the Company and formulate recommendations to the Board, by the end of 2021, the Board took over this role and started benchmarking the remuneration of the directors against the market. The overall remuneration of the board consists of two components which are designed to reflect the time committed by the directors to the Company’s affairs: • The basic remuneration, consisting of fixed honoraria as sitting members of the board; • Additional remuneration where a member of the board is assigned additional duties to sit on or chair a board committee. 2. The Decision-making process with respect to remuneration The aggregate emoluments that may be paid to the directors (excluding the CEO) is decided upon by the shareholders in general meeting following a recommendation made to shareholders by the board. The board then decides on the remuneration of the Chairman and the other non-executive directors consisting of a fixed honorarium to each director. The board also establishes and fixes the remuneration of the CEO with respect to her executive role within the Company.
28 Grand Harbour Marina p.l.c. Remuneration Report (continued) Year Ended 31 December 2024 3. Key principles of remuneration Following the last Annual General Meeting, the Board consisted of seven non-executive directors (including the Chairman) and one executive director. Following the resignation of three non-executive directors which was required to bring the total complement of directors on the Board in line with the Board composition requirements set out in the new Memorandum and Articles of Association of the Company, the Board currently comprises four (4) non-executive directors, including the Chairman, namely Lawrence Zammit, Man Yi Ho, Franco Azzopardi and Chi Keung Ng and one executive director, namely Elizabeth Ka Yee Kan, who is the CEO of the Company. The aggregate remuneration approved by the shareholders for the financial year ended 31 December 2024 was retained at a maximum of €232,937. This includes the two components of remuneration. The Chairman and the non-executive directors Fixed component The board believes that in line with local practice the fixed honorarium for non-executive directors is the principal component that compensates directors for their contribution as members of the board. The Chairman of the board receives a higher honorarium in view of the role of acting as the most senior non-executive director on the board and as the person responsible for chairing board meetings, co-ordinating board assignments, and generally represents the Company in its interactions with the authorities and key stakeholders. Non-executive directors who are also delegated to sit on a sub-committee of the board or otherwise chair such sub-committee are paid fixed additional fixed honoraria for each such assignment. None of the directors have service contracts with the Company and each non-executive director serves from one annual general meeting to the next, when the appointment of directors is conducted at the annual general meeting. Accordingly, none of the non-executive directors have any entitlement to any compensation if they are removed from office. Such removal would require an ordinary resolution of the shareholders at a general meeting. The Directors are entitled to be paid travel and other reasonable expenses incurred by them in the performance of their duties as directors. The Company does not remunerate the Chairman or the other non-executive directors in any other manner, nor does it provide any loans or other guarantees to them. Variable component In line with the Remuneration Policy approved by shareholders, the non-executive directors are not entitled to any form of variable remuneration. Table 1 below shows the overall annual remuneration of non-executive directors: Office Fixed Honorarium Additional Remuneration for sitting on subcommittees Total € € € Lawrence Zammit (Chairman) 22,000 3,000 25,000 Franco Azzopardi 10,000 3,000 13,000 Man Yi Ho nil nil nil Chi Keung Ng nil nil nil Table 1 - Remuneration of Non-Executive Directors
29 Grand Harbour Marina p.l.c. Remuneration Report (continued) Year Ended 31 December 2024 Executive Director The Company has one executive, that is also appointed as member of the board (not ex officio). The executive director is the CEO. Fixed Remuneration- Salary The CEO does not get any form of remuneration from the Company. Variable Remuneration- Bonus The CEO does not get any form of remuneration from the Company. There has been no change in the remuneration of directors over the course of the year 2024. THIS REMUNERATION STATEMENT HAS BEEN PREPARED BY THE DIRECTORS AND IS SIGNED BY THE CHAIRMAN AS AUTHORISED BY THE BOARD. IN ACCORDANCE WITH CAPITAL MARKETS RULE 12.26N, THE EXTERNAL AUDITORS HAVE CHECKED THAT ALL INFORMATION, REQUIRED IN TERMS OF APPENDIX 12.1 OF CHAPTER 12 OF THE CAPITAL MARKETS RULES, HAS BEEN INCLUDED. Signed on behalf of the Company’s Board of Directors on 15 April 2025 by Lawrence Zammit (Chairman) and Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2024.
30 Grand Harbour Marina p.l.c. Statement of financial position As at 31 December 2024 2024 2023 2024 2023 Group Group Company Company Note €000 €000 €000 €000 ASSETS Property, plant and equipment 16 3,979 4,057 3,979 4,057 Deferred costs on property, plant and equipment 417 475 417 475 Right-of-use asset 21 4,920 5,007 4,920 5,007 Equity-accounted investee 18 11,377 5,728 2,174 2,174 Investment in debt securities 19 4,488 4,392 4,488 4,392 Loans to related parties 20 - 1,950 - 1,950 Non-current assets 25,181 21,609 15,978 18,055 Loans to related parties 20 1,049 2,669 1,049 2,669 Trade and other receivables 22 4,354 1,069 4,354 1,069 Cash and cash equivalents 23 7,525 5,181 7,525 5,181 Current assets 12,928 8,919 12,928 8,919 Total assets 38,109 30,528 28,906 26,974 EQUITY Share capital 24 2,400 2,400 2,400 2,400 Exchange translation reserve 24 (1,894) (1,670) - - Fair value reserve 24 (98) (203) (98) (203) Retained earnings 12,519 5,943 1,422 719 Total equity attributable to equity holders of the Company 12,927 6,470 3,724 2,916 LIABILITIES Lease liability 21 5,963 5,933 5,963 5,933 Debt securities in issue 26 14,875 14,832 14,875 14,832 Deferred tax liabilities 15 650 769 650 769 Non-current liabilities 21,488 21,534 21,488 21,534 Lease liability 21 20 9 20 9 Bank overdraft 26 2 2 2 2 Taxation payable 158 63 158 63 Trade and other payables 27 2,232 1,409 2,232 1,409 Contract liabilities 28 1,282 1,041 1,282 1,041 Current liabilities 3,694 2,524 3,694 2,524 Total liabilities 25,182 24,058 25,182 24,058 Total equity and liabilities 38,109 30,528 28,906 26,974 The accompanying notes are an integral part of these financial statements. The financial statements on pages 30 to 88 were approved and authorised for issue by the Board of Directors on 15 April 2025 and signed on behalf of the Company’s Board of Directors by Lawrence Zammit (Chairman) and Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report Financial Statements 2024.
31 Grand Harbour Marina p.l.c. Statement of profit or loss and other comprehensive income For the year ended 31 December 2024 2024 2023 2024 2023 Group Group Company Company Note €000 €000 €000 €000 Continuing operations Revenue 10 8,231 4,335 8,231 4,335 Direct costs 11 (2,563) (934) (2,563) (934) Gross profit 5,668 3,401 5,668 3,401 Selling and marketing expenses 11 (42) (41) (42) (41) Administrative expenses: Depreciation on plant and equipment 16 (299) (281) (299) (281) Depreciation on right-of-use-asset 21 (133) (126) (133) (126) Other administrative expenses 11 (2,186) (1,514) (2,186) (1,514) Operating profit 3,008 1,439 3,008 1,439 Impairment reversal on financial assets 29 96 6 96 6 Finance income 13 391 412 391 412 Finance costs 13 (1,128) (1,118) (1,128) (1,118) (641) (700) (641) (700) Share of equity-accounted investee profit net of tax 18 1,496 2,627 - - Profit before tax 3,863 3,366 2,367 739 Income tax expense 15 (441) (458) (441) (458) Profit for the year attributable to equity holders of the Company 3,422 2,908 1,926 281 Other comprehensive (loss)/ income: Items that are or may be reclassified subsequently to profit or loss Monetary gain on restating non-monetary items in line with IAS 29 18 4,377 1,206 - - Foreign currency translation differences 18 (224) (1,753) - - Unrealised fair value movement on debt securities at fair value through other comprehensive income (FVOCI) 19 106 (8) 106 (8) (Reversal of)/ Increase of Expected credit losses on debt securities at FVOCI 19 (1) 14 (1) 14 Other comprehensive income/ (loss) for the year, net of tax attributable to equity holders of the Company 4,258 (541) 105 6 Total comprehensive income for the year attributable to equity holders of the Company 7,680 2,367 2,031 287 Earnings per share (€) 14 0.171 0.145 The accompanying notes are an integral part of these financial statements.
32 Grand Harbour Marina p.l.c. Statement of changes in equity For the Year Ended 31 December 2024 Share capital Translation reserve Fair value reserve Retained earnings Total €000 €000 €000 €000 €000 Group Balance at 1 January 2023 2,400 83 (209) 2,172 4,446 Total comprehensive (loss)/ income: Profit for the year - - - 2,908 2,908 Other comprehensive income: Monetary gain on restating non-monetary items in line with IAS 29 - - - 1,206 1,206 Foreign currency translation differences - (1,753) - - (1,753) Unrealised fair value movement on debt securities at fair value through other comprehensive income (FVOCI) - - (8) - (8) Expected credit loss on debt securities at FVOCI - - 14 - 14 Other comprehensive (loss)/ income for the year - (1,753) 6 1,206 (541) Total comprehensive (loss)/ income for the year - (1,753) 6 4,114 2,367 Transactions with owners of the Company: Dividends paid - - - (343) (343) Balance at 31 December 2023 2,400 (1,670) (203) 5,943 6,470 Balance at 1 January 2024 2,400 (1,670) (203) 5,943 6,470 Total comprehensive (loss)/ income: Profit for the year - - - 3,422 3,422 Other comprehensive income: Monetary gain on restating non-monetary items in line with IAS 29 - - - 4,377 4,377 Foreign currency translation differences - (224) - - (224) Unrealised fair value movement on debt securities at fair value through other comprehensive income (FVOCI) - - 106 - 106 Reversal of Expected credit losses on debt securities at FVOCI - - (1) - (1) Other comprehensive (loss)/ income for the year - (224) 105 4,377 4,258 Total comprehensive (loss)/ income for the year - (224) 105 7,799 7,680 Transactions with owners of the Company: Dividends paid - - - (1,223) (1,223) Balance at 31 December 2024 2,400 (1,894) (98) 12,519 12,927 The accompanying notes are an integral part of these financial statements.
33 Grand Harbour Marina p.l.c. Statement of changes in equity (continued) For the Year Ended 31 December 2024 Share capital Fair value reserve Retained earnings Total €000 €000 €000 €000 Company Balance at 1 January 2023 2,400 (209) 781 2,972 Total comprehensive (loss)/ income: Profit for the year - - 281 281 Other comprehensive income: Unrealised fair value movement on debt securities at fair value through other comprehensive income (FVOCI) - (8) - (8) Expected credit losses on debt securities at FVOCI - 14 - 14 Other comprehensive income for the year - 6 - 6 Total comprehensive (loss)/ income for the year - 6 281 287 Transactions with owners of the Company: Dividends paid - - (343) (343) Balance at 31 December 2023 2,400 (203) 719 2,916 Balance at 1 January 2024 2,400 (203) 719 2,916 Total comprehensive income: Profit for the year - - 1,926 1,926 Other comprehensive income: Unrealised fair value movement on debt securities at fair value through other comprehensive income (FVOCI) - 106 - 106 Reversal of Expected credit losses on debt securities at FVOCI - (1) - (1) Other comprehensive income for the year - 105 - 105 Total comprehensive income for the year - 105 1,926 2,031 Transactions with owners of the Company: Dividends paid - - (1,223) (1,223) Balance at 31 December 2024 2,400 (98) 1,422 3,724 The accompanying notes are an integral part of these financial statements.
34 Grand Harbour Marina p.l.c. Statement of cash flows For the Year Ended 31 December 2024 2024 2023 2024 2023 Group Group Company Company Note €000 €000 €000 €000 Cash flows from operating activities Profit for the year 3,422 2,908 1,926 281 Adjustments for: Depreciation on plant and equipment 16 299 281 299 281 Depreciation on right-of-use assets 21 133 126 133 126 Change in expected credit losses on financial assets 29 (96) (6) (96) (6) Share of profit of equity-accounted investee, net of tax 18 (1,496) (2,627) - - Net finance costs 13 737 706 737 706 Loss on assets retired 16 111 59 111 59 Tax expense 15 441 458 441 458 3,551 1,905 3,551 1,905 Changes in: - Trade and other receivables (260) (107) (260) (107) - Contract liabilities 241 8 241 8 - Trade and other payables 822 109 822 109 Cash generated from operating activities 4,354 1,915 4,354 1,915 Interest paid on lease liabilities 21 (350) (346) (350) (346) Interest paid on debt securities in issue (675) (675) (675) (675) Taxes paid (466) (415) (466) (415) Net cash from operating activities 2,863 479 2,863 479 Cash flows from investing activities Interest received on corporate debt securities 158 134 158 134 Acquisition of property, plant and equipment 16 (274) (158) (274) (158) Proceeds of property, plant and equipment disposal 16 - 7 - 7 (Acquisition)/ Disposal of investments 19 (2,966) 65 (2,966) 65 Principal received from related parties 31 3,635 848 3,635 848 Interest received from related parties 31 214 288 214 288 Net cash from investing activities 767 1,184 767 1,184 Cash flows used in financing activities Dividends paid 24 (1,223) (343) (1,223) (343) Payment of lease liabilities 21 (63) (170) (63) (170) Net cash used in financing activities (1,286) (513) (1,286) (513) Net increase in cash and cash equivalents 2,344 1,150 2,344 1,150 Cash and cash equivalents at 1 January* 5,179 4,029 5,179 4,029 Cash and cash equivalents at 31 December* 23 7,523 5,179 7,523 5,179 *Cash and cash equivalents include bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management. The accompanying notes are an integral part of these financial statements.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 35 1 Reporting entity Grand Harbour Marina p.l.c. (the “Company”) is a public listed company domiciled and incorporated in Malta, with registration number C26891, and the registered office of which is situated at Vittoriosa Wharf, Vittoriosa, Malta. The consolidated financial statements of the Group as at and for the year ended 31 December 2024 comprise the Company and its subsidiary, (together referred to as the “Group”) and the Group’s beneficial interest of 45% in a joint arrangement, IC Cesme Marina Yatirim, Turizm ve Islemeleri Anonim Sirketi (“IC Cesme”). The Group is itself a subsidiary of Camper & Nicholsons Marina Investments Limited (“CNMIL” or the “Parent Company”). The principal activities of the Group are the development operation and management of marinas . 2 Basis of accounting Legal Notice 19 of 2009 as amended by Legal Notice 233 of 2016, Accountancy Profession (Accounting and Auditing Standards) (Amendments) Regulations, 2016 (the “Regulation”), defines compliance with generally accepted accounting principles and practice as adherence to International Financial Reporting Standards (IFRS) as adopted by the EU for financial periods starting on or after 1 January 2008. Article 4 of Regulation 1606/2002/EC requires that, for each financial year starting on or after 1 January 2005, companies governed by the law of an EU Member State shall prepare their consolidated financial statements in conformity with IFRS as adopted by the EU if, at their reporting date, their securities are admitted to trading on a regulated market of any EU Member State. Consequently, the separate and the consolidated financial statements are prepared in conformity with IFRS as adopted by the EU. Details of the Group’s material accounting policy information are included in note 7. 3 Basis of measurement The financial statements have been prepared on the historical cost basis except investments in debt securities which are measured at fair value on each reporting date, and the investment in a joint venture that is measured under the equity method. Additionally, as disclosed in note 6, the Group’s equity-accounted investee operates in a hyperinflationary economy, accordingly the financial information been expressed in terms of the measuring unit current at the reporting date as a result of the effects of inflation. The financial statements have also been prepared on a going concern basis as explained below: Going concern basis The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 36 4 Functional and presentation currency These financial statements are presented in Euro (€), which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. 5 Use of judgements and estimates In preparing these financial statements management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. 5.1 Judgements, assumptions and estimation uncertainties Information about judgements, assumptions and estimation uncertainties that have the most significant effects on the amounts recognised in the financial statements, is provided below: - Information about the recognition of long-term berth sales at a point in time, in line with IFRS 15 Revenue from contracts with customers, is found in note 10.4.1, - As further described in note 18.4, in assessing impairment, management estimates the recoverable amount of the Group’s investment in IC Cesme based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. 5.2 Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values for financial liabilities. The Group regularly reviews significant unobservable inputs and valuation adjustments. If third party information is used to measure fair values, then the Group assesses the evidence obtained from third parties to support the valuation in accordance with IFRSs as adopted by the EU. Significant valuation issues are reported to the Group’s audit committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as price) or indirectly (i.e. derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair values hierarchy as the lowest level input that is significant to the entire measurement.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 37 5 Use of judgements and estimates (continued) 5.3 Measurement of fair values (continued) The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in notes 19 and 29. 5.3 Hyperinflation The Group exercised judgement in determining whether the Turkish economy (being the economy in which the Group’s investment in joint venture, IC Cesme, operates) which had become hyperinflationary in 2022, remained hyperinflationary during 2023 and 2024, and consequently whether the functional currency of its joint venture is the currency of a hyperinflationary economy. The analysis of the cumulative inflation rate over three years resulted in the Group considering whether Turkey’s economy was hyperinflationary. Based on the available information, the Group concluded that this economy remains hyperinflationary. Management exercises judgement as to when a restatement of the financial statements of a Group entity becomes necessary. Following management’s assessment, the Group’s investment in its joint venture, IC Cesme, has been accounted for as an entity operating in a hyperinflationary economy. As such, the investment in IC Cesme has been expressed in terms of the measuring unit current at the reporting date. Further information is disclosed in notes 6 and 7.3. 6 Significant events The Group’s equity-accounted investee, IC Cesme, operates in Turkey. The International Monetary Fund, in its latest October 2024 World Economic Outlook report, forecasts an annual rate of inflation of 61% (2023: 54%) and a 3-year cumulative rate of inflation of 109% (2023: 156%) for the period ended 31 December 2024. The Group’s management considered the above events in light of the accounting rules for entities operating in hyperinflationary economies and determined that the cumulative inflation rate over three years provides evidence that the Turkish economy became hyperinflationary since 2022. In view of this, IC Cesme’s financial position and performance as at 31 December 2024 and 31 December 2023 are being reported by applying IAS 29 Financial Reporting in Hyperinflationary Economies. The cumulative impact of adjusting the Group’s result for the effects of hyperinflation is detailed in note 18.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 38 7 Material accounting policy information The Group has consistently applied the following accounting policies to all periods presented in these financial statements. 7.1 Basis of consolidation 7.1.1 Interest in equity-accounted investees The Group’s interests in equity-accounted investees comprises an interest in a joint venture. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interest in joint ventures is accounted for using the equity method in the consolidated financial statements. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date at which significant influence or joint control ceases. Appropriate adjustments to the Group’s share of the joint venture’s profit or loss after acquisition are made in order to account for depreciation on the depreciable assets based on their fair values at acquisition date. Investments in equity-accounted investees are stated in the separate financial statements of the Company at cost less impairment, if any. Any amounts advanced / incurred for which settlement is neither planned nor likely to occur in the foreseeable future, are treated as an extension to the Company’s net investment therein and included in the carrying amount. 7.2 Foreign currency 7.2.1 Foreign operations The assets and liabilities of foreign operations are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro at the exchange rates at the dates of the transactions. Foreign currency differences are recognised in OCI and accumulated in the foreign currency translation reserve. 7.3 Hyperinflation Where it has been determined that a Group entity or an equity-accounted investee has a functional currency that is the currency of a hyperinflationary economy, the respective entity first applies the requirements of IAS 29, Financial Reporting in Hyperinflationary Economies. IAS 21, The Effects of Changes in Foreign Exchange Rates, which addresses the translation of the financial information into the Group’s presentation currency, is only applied after the requirements of IAS 29 have been complied with. Under IAS 29, the financial statements of Group entities and equity-accounted investees whose functional currencies are the currencies of hyperinflationary economies are adjusted in terms of the measuring unit current at the end of the reporting period. Comparative amounts for such entities are, in accordance with IAS 29, also adjusted in the current year and remeasured in terms of the measuring unit current at the end of the current reporting period.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 39 7 Material accounting policy information (continued) 7.3 Hyperinflation (continued) Gains or losses on the net monetary position are recognised in profit or loss. All items recognised in the income statement are restated by applying the change in the general price index from the dates when the items of income and expenses were initially earned or incurred. At the beginning of the first period of application, the components of equity, except retained earnings, are restated by applying a general price index from the dates the components were contributed or otherwise arose. These restatements are recognised directly in equity as an adjustment to opening retained earnings. Restated retained earnings are derived from all other amounts in the restated statement of financial position. If on initial application of hyperinflation accounting the restated value of the non-monetary assets exceed their recoverable amount, the initial adjustment is capped at the recoverable amount and the net increase is recorded directly in retained earnings. At the end of the first period and in subsequent periods, all components of equity are restated by applying a general price index from the beginning of the period or the date of contribution, if later. After having first applied IAS 29, the Group then applies IAS 21 to translate foreign currency balances into its presentation currency (euro). Nevertheless, even though Group entities and equity-accounted investees whose functional currencies are the currencies of hyperinflationary economies restate their own comparative financial information as set out above, the Group does not restate comparative amounts in its consolidated financial statements because the Group’s presentation currency is that of a non-hyperinflationary economy. The Group’s comparative financial information therefore remains unchanged from what it presented in the prior year’s consolidated financial statements. Differences between the comparative amounts as reported in the Group’s consolidated financial statements, and as restated by Group entities and equity-accounted investees whose functional currencies are the currencies of hyperinflationary economies, are recognised in the Group’s OCI for the current year. The Turkish economy has been classified as hyperinflationary with effect from 2022. Accordingly, the results, financial position of the Group’s joint venture, IC Cesme, have been expressed in terms of the measuring currency unit at the reporting date. For further details, refer to notes 5.3 and 6. 7.4 Revenue from contracts with customers Information about the Group’s accounting policies relating to contracts with customers is provided in note 10.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 40 7 Material accounting policy information (continued) 7.5 Finance income and finance costs The Group and the Company’s finance income and finance costs include: - interest income on investments in debt securities and loans to related parties, - interest expense on the lease liability, - interest expense on bonds in issue (including amortization of bond issue costs), - the net gain or loss on the disposal of investments in debt securities measured at FVOCI, - impairment losses (and reversals) on investments in debt securities carried at FVOCI and - foreign currency gains and losses on financial assets and liabilities, other than those of an operating nature. Interest income and interest expense is recognised using the effective interest method. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. 7.6 Income tax Income tax expense comprises current and deferred tax and is recognised in profit or loss. 7.6.1 Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. 7.6.2 Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 41 7 Material accounting policy information (continued) 7.7 Property, plant and equipment 7.7.1 Recognition and measurement Property, plant and equipment of the Group includes superyacht berths that have been completed but not yet licensed (see below), pontoons, improvements to leased property, motor vehicles, office equipment and assets in the course of construction. Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Any common costs incurred for the berths are allocated equally. As part of its operating activities, Grand Harbour Marina p.l.c. licenses out superyacht berths, typically for periods ranging between 25 to 30 years. The cost of such berths is apportioned between that part attributable to the initial licensing period, which is recognised immediately in profit or loss, and that part (the residual amount) attributable to the period which extends beyond the initial licensing period. The method of cost apportionment which is based on the discounted revenue from each long-term sale represents a fair reflection of the pattern of future economic benefits estimated to accrue from the licensing of such berths. The residual amount is classified in the balance sheet as ‘deferred costs’ and included with non-current assets. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. 7.7.2 Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is recognised in profit or loss. Significant components of individual assets are assessed, and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. Berths developed and related improvements to leased property are depreciated over the shorter of the lease term and the useful life of the buildings and improvements, unless it is reasonably certain that the Group will obtain ownership of the land by the end of the lease term. The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

• superyacht berths | 50 years
• landscaping costs | 50 years
• pontoon berths | 25 years
• improvements to leased property | 10 years
• utility modules and switchboards | 10 years
• cable infrastructure | 10 years
• motor vehicles, including shipping vessels | 5 years
• marine and office equipment | 5 years

In note 16.1, landscaping costs, improvements to leased property and utility modules and switchboards are classified under “Improvements to leased property, landscaping and switchboards”, while cable infrastructure and marine and office equipment are classified under “Cable infrastructure, marine & office equipment”.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 42 7 Material accounting policy information (continued) 7.7 Property, plant and equipment (continued) 7.7.2 Depreciation (continued) Depreciation commences when the asset is available for use. Superyacht berths are depreciated from the date of full construction up to the point in time when the long-term licensing contract is signed with the licensee, at which time the carrying amount of such berths is apportioned and accounted for as explained in note 7.7.1. Assets in the course of construction are not depreciated. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. 7.8 Financial instruments 7.8.1 Recognition and initial measurement Financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at Fair Value through Profit or Loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. 7.8.2 Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI - debt investment; FVOCI – equity investment; or FVTPL. The classification of financial assets under IFRS 9 Financial Instruments is generally based on the business model in which a financial asset is managed and its contractual cash flows characteristics. The Group has financial assets measured at amortised cost which comprise trade and other receivables, loans to related parties and cash and cash equivalents. The Group also has debt instruments measured at FVOCI which comprise investments in corporate debt securities. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 43 7 Material accounting policy information (continued) 7.8 Financial instruments (continued) 7.8.2 Classification and subsequent measurement (continued) Financial assets (continued) A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: - contingent events that would change the amount or timing of cash flows; - terms that may adjust the contractual coupon rate, including variable-rate features; - prepayment and extension features; and - terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).Financial assets – Subsequent measurement and gains and losses Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 44 7 Material accounting policy information (continued) 7.8 Financial instruments (continued) 7.8.2 Classification and subsequent measurement (continued) Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortised cost or FVTPL. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. These financial liabilities comprise bank loans and overdrafts, trade payables and debt securities in issue. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. 7.8.3 Derecognition Financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. No provision is recognised if an outflow of economic resources as a result of present obligations is not probable. Such events and conditions are disclosed as contingent liabilities unless the outflow of resources is remote. 7.9 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12 Income Taxes.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 45 7 Material accounting policy information (continued) 7.10 Impairment 7.10.1 Non-derivative financial assets The Group recognises loss allowances for Expected Credit Losses (“ECLs”) on: - financial assets measured at amortised cost; namely trade and other receivables, lease receivables, loans to related parties and cash at bank; and - debt investments measured at FVOCI, namely investments in corporate debt securities. The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: - debt securities that are determined to have low credit risk at the reporting date; and - financial assets for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowances for trade and other receivables are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information, based on the Group’s historical experience and informed credit assessment and including forward-looking information. Forward-looking information includes the future prospects of the industries in which the Company’s debtors operate, as well as consideration of various external sources of actual and forecast economic information that relate to the Company’s core operations. In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group 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. The Group considers a financial asset to be in default when the debtor is unable to pay its credit obligations to the Group in full. The Group rebuts the 90 days past due presumption since it has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of investment grade.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 46 7 Material accounting policy information (continued) 7.10 Impairment (continued) 7.10.1 Non-derivative financial assets (continued) Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instruments. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. In the case of short-term, interest- free financial assets, such as trade receivables, ECLs are not discounted. If evidence of a significant increase in credit risk at the individual instrument level is not yet available, the Group performs the assessment of significant increases in credit risk on a collective basis by considering information on, for example, a group or sub-group of financial instruments. Where the Company does not have reasonable and supportable information that is available without undue cost or effort to measure lifetime ECL on an individual instrument basis, lifetime ECL is measured on a collective basis. In such instances, the financial instruments are grouped on the basis of shared credit risk characteristics. Presentation of allowance for ECL in the statement of financial position Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Impairment losses related to loans to related parties, cash at bank and trade and other receivables, are presented separately in the statement of profit or loss and other comprehensive income. For debt securities at FVOCI, the loss allowance is presented in profit or loss below the Operating Profit line item and is recognised in OCI. 7.10.2 Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 47 7 Material accounting policy information (continued) 7.10 Impairment (continued) 7.10.3 Equity-accounted investees The impairment assessment in respect of the Group’s investment in equity-accounted investees comprises two successive steps: (1) apply the equity method to recognise the investor’s share of any impairment losses for the investee’s identifiable assets: and (2) when there is an indication of a possible impairment, test the investment as a whole and recognise any additional impairment loss. An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit or loss and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. 7.11 Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: - the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and - the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use. i. As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The estimated useful lives of right-of-use assets as at 31 December 2024 are as follows: • Properties 3 to 13 years • Water space 75 years from the balance sheet date
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 48 7 Material accounting policy information (continued) 7.11 Leases (continued) i. As a lessee (continued) The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources, particularly the Group’s debt securities in issue and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: - fixed payments, including in-substance fixed payments; - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; Variable lease payments that do not depend on an index or rate (such as revenue-based payments) are recognised as an expense as incurred (see note 11.1). The lease liability is measured at amortised cost using the effective interest method. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets that do not meet the definition of investment property, and lease liabilities, separately in the statement of financial position. 7.12 Earnings per share The Group presents basic earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. 7.13 Segment reporting Segment results that are reported to the CEO and the Board of Directors Grand Harbour Marina p.l.c. (the Group’s chief operating decision makers), include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. An operating segment is a component of an entity: (a) that engages in business activities from which it may earn revenues and incur expenses; (b) whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and (c) for which discrete financial information is available.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 49 7 Material accounting policy information (continued) 7.14 Fair value measurement ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantages market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. Fair values have been determined based on the following methods: 7.14.1 Non-derivative financial assets measured at amortised cost The fair value of non-derivative financial assets measured at amortised cost is estimated at the present value of future cash flows, discounted at the market rate of interest at reporting date. 7.14.2 Non-derivative financial liabilities measured at amortised cost The fair value of non-derivative financial liabilities measured at amortised cost is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. 7.14.3 Debt instruments measured at FVOCI The fair value of investments in corporate debt securities is based on quoted prices in markets for those same instruments. 7.15 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and cash at bank. Bank overdrafts that are repayable on demand and form an integral part of the company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows and are presented in current liabilities on the statement of financial position.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 50 8 New or revised standards or Interpretations 8.1 International Financial Reporting standards applicable during the current year During the financial year ended 31 December 2024, the Group and the Company adopted new amendments to existing standards that are mandatory for the Group’s and the Company’s accounting period beginning on 1 January 2024. The adoption of these amendments did not have a significant impact on the Group’s financial results or position. The Company Directors assessed the requirements of IAS 1, Classification of Liabilities as Current or Non-Current Current (effective for financial years on or after 1 January 2024 by virtue of the October 2022 Amendments) and Non-Current Liabilities and concluded that this did not impact the classification of its existing borrowings. 8.2 International Financial Reporting Standards issued but not yet effective Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements, that are mandatory for the Group's and Company's accounting period beginning after 1 January 2024. The Group and Company have not early adopted these revisions to the requirements of IFRSs as adopted by EU and the Company's Directors are still assessing their possible impact on the Group and Company's financial statements in the period of initial application, especially with regards to IFRS 18. 9 Operating segments 9.1 Information about reportable segments Under the “management approach” to segment reporting, the Group has two reportable segments, namely, the “Grand Harbour Marina” located in Malta, and the “IC Cesme Marina” located in Turkey. These two operating segments are managed separately as they have their own resource and capital requirements. For each of the reporting segments, the Chief Executive Officer and the Board of Directors reviews internally financial and operating reports on a regular basis. The business operation in each of these two operating segments is the ownership and operation of marina facilities providing berthing and ancillary services for yachts and superyachts. Information regarding the result of each reporting segment is included in this note. Performance is measured based on segment revenues and segment profit or loss before tax as management believes that this information is most relevant in evaluating the result of both segments relative to other entities that operate in the same industry. The amounts reported for IC Cesme Marina reflect the full amount (100%) of its assets, liabilities, revenues and expenses prior to the application of the equity method.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 51 9 Operating segments (continued) 9.1 Information about reportable segments (continued)

31 December 2024 | Grand Harbour Marina | IC Cesme Marina | Total Reportable Segments
| €000 | €000 | €000
Reportable segment assets | 28,906 | 28,540 | 57,446
Reportable segment non- financial non-current assets | 11,490 | 24,093 | 35,583
Reportable segment liabilities | (25,182) | (6,317) | (31,449)
Segment revenues- external | 8,231 | 9,201 | 17,432
Finance income | 391 | 1,538 | 1,929
Finance costs | (1,128) | (1,205) | (2,333)
Impairment reversal on financial assets | 96 | - | 96
Depreciation | (432) | (561) | (993)
Direct costs | (2,563) | (576) | (3,139)
Selling, marketing and other administrative expenses | (2,228) | (3,128) | (5,356)
Income tax expense | (441) | (2,575) | (3,016)
Capital expenditure | 274 | 252 | 526
|  | Reconciliation to Consolidated Amounts |
| Total Reportable Segments | Eliminations | Group
| €000 | €000 | €000
Reportable segment assets | 57,446 | (19,337) | 38,109
Reportable segment non- financial non-current assets | 35,583 | (14,890) | 20,693
Reportable segment liabilities | (31,449) | 6,317 | (25,182)
Segment revenues- external | 17,432 | (9,201) | 8,231
Finance income | 1,929 | (1,538) | 391
Finance costs | (2,333) | 1,205 | (1,128)
Impairment reversal on financial assets | 96 | - | 96
Depreciation | (993) | 561 | (432)
Direct costs | (3,139) | 576 | (2,563)
Selling, marketing and other administrative expenses | (5,356) | 3,128 | (2,228)
Income tax expense | (3,016) | 2,575 | (441)
Capital expenditure | 526 | (252) | 274

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 52 9 Operating segments (continued) 9.1 Information about reportable segments (continued) Reportable Group segment assets and non-financial non-current assets for 2024 are reconciled as follows:

| Assets | Non-financial non- current assets
| €000 | €000
Total reportable segments | 57,446 | 35,583
Total assets of IC Cesme | (28,540) | (24,093)
Total assets of Grand Harbour Marina p.l.c. | 28,906 | 11,490
Equity accounting (see note 18.2) | 9,203 | 9,203
Consolidated assets | 38,109 | 20,693

Reportable Group segment profit before tax for 2024 is reconciled as follows:

| Grand Harbour Marina | IC Cesme Marina | Total Reportable Segments
| €000 | €000 | €000
Reportable profit before tax | 2,367 | 5,926 | 8,293
| Reconciliation to Consolidated Amounts |  |
| Total Reportable Segments | Eliminations | Group
| €000 | €000 | €000
Reportable profit before tax | 8,293 | (4,430) | 3,863
|  |  | €000
Profit before tax |  |  |
Total reportable segments |  |  | 8,293
Total profit before tax of IC Cesme |  |  | (5,926)
Total profit before tax of Grand Harbour Marina |  |  | 2,367
Share of profit of IC Cesme Marina |  |  | 1,496
Consolidated profit before tax |  |  | 3,863

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 53 9 Operating segments (continued) 9.1 Information about reportable segments (continued)

31 December 2023 | Grand Harbour Marina | IC Cesme Marina | Total Reportable Segments
| €000 | €000 | €000
Reportable segment assets | 26,974 | 19,771 | 46,745
Reportable segment non-financial non-current assets | 11,713 | 14,423 | 26,136
Reportable segment liabilities | (24,058) | (10,129) | (34,187)
Segment revenues- external | 4,335 | 7,312 | 11,647
Finance income | 412 | 688 | 1,100
Finance costs | (1,118) | (4,231) | (5,349)
Impairment reversal on financial assets | 6 | - | 6
Depreciation | (407) | (421) | (828)
Direct costs | (934) | (858) | (1,792)
Selling, marketing and other administrative expenses | (1,555) | (2,676) | (4,231)
Income tax expense | (458) | 1,357 | 899
Capital expenditure | 158 | 139 | 297
| Reconciliation to Consolidated Amounts |  |
| Total Reportable Segments | Eliminations | Group
| €000 | €000 | €000
Reportable segment assets | 46,745 | (16,217) | 30,528
Reportable segment non-financial non-current assets | 26,136 | (10,869) | 15,267
Reportable segment liabilities | (34,187) | 10,129 | (24,058)
Segment revenues- external | 11,647 | (7,312) | 4,335
Finance income | 1,100 | (688) | 412
Finance costs | (5,349) | 4,231 | (1,118)
Impairment reversal on financial assets | 6 | - | 6
Depreciation | (828) | 421 | (407)
Direct costs | (1,792) | 858 | (934)
Selling, marketing and other administrative expenses | (4,231) | 2,676 | (1,555)
Income tax expense | 899 | (1,357) | (458)
Capital expenditure | 297 | (139) | 158

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 54 9 Operating segments (continued) 9.1 Information about reportable segments (continued) Reportable Group segment assets and non-financial non-current assets for 2023 are reconciled as follows:

|  | Non-financial
|  | non-current
| Assets | assets
| €000 | €000
Total reportable segments | 46,745 | 26,136
Total assets of IC Cesme | (19,771) | (14,423)
Total assets of Grand Harbour Marina p.l.c. | 26,974 | 11,713
Equity accounting (see note 18.2) | 3,554 | 3,554
Consolidated assets | 30,528 | 15,267

Reportable Group segment profit before tax for 2023 is reconciled as follows:

| Grand Harbour Marina | IC Cesme Marina | Total Reportable Segments
| €000 | €000 | €000
Reportable profit before tax | 739 | 4,509 | 5,248
| Reconciliation to Consolidated Amounts |  |
| Total Reportable Segments | Eliminations | Group
| €000 | €000 | €000
Reportable profit before tax | 5,248 | (1,882) | 3,366
|  |  | €000
Profit before tax |  |  |
Total reportable segments |  |  | 5,248
Total profit before tax of IC Cesme |  |  | (4,509)
Total profit before tax of Grand Harbour Marina |  |  | 739
Share of profit of IC Cesme Marina |  |  | 2,627
Consolidated profit before tax |  |  | 3,366

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 55 10 Revenue 10.1 Revenue streams The Company generates revenue primarily from berthing income on annual, seasonal and visitor berthing contracts. Other income is generated through annual service charges to berth owners and the provision of other ancillary services to marina customers, such as water and electricity.

| 2024 | 2023
| €000 | €000
Group and Company |  |
Long-term berth sale | 3,750 | -
Annual service charges to berth owners | 513 | 486
Revenue from short-term berthing | 2,994 | 2,843
Ancillary services | 974 | 1,006
Total revenues | 8,231 | 4,335

10.2 Disaggregation of revenue from contracts with customers The following table disaggregates revenue recognised from contracts with customers into appropriate categories, being annual, seasonal and visitor revenue streams for pontoons (i.e., boats under 27.99 metres) and superyachts (i.e., boats over 28 metres) respectively.

| 2024 | 2023
| €000 | €000
Revenue from contracts with customers: |  |
Revenue generated from pontoons: |  |
Annual contracts | 1,638 | 1,529
Seasonal contracts | 131 | 150
Visitor contracts | 221 | 164
| 1,990 | 1,843
Revenue generated from superyachts: |  |
Long-term berth sale | 3,750 | -
Annual service charges to berth owners | 513 | 486
Annual contracts | 205 | 193
Seasonal contracts | 233 | 171
Visitor contracts | 566 | 636
| 5,267 | 1,486
Revenue from contracts with customers | 7,257 | 3,329
Revenue from ancillary services | 974 | 1,006
Total revenue as reported in note 10.1 | 8,231 | 4,335

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 10 Revenue (continued) 10.3 Contract balances The following table provides information about receivables and contract liabilities from contracts with customers.

| 2024 | 2023
Group and Company | €000 | €000
Receivables, which are included in ‘trade and |  |
other receivables’ (note 22.1) | 1,11 7 | 898
Contract liabilities on trade receivables (note 28) | 1,282 | 1,041

The above receivables mainly relate to trade receivables arising on trading operations, and the contract liabilities relate to consideration received in advance from customers for berthing contracts, for which revenue is recognised over time. The amount of €1,041k (2023: €1,021k) recognised in contract liabilities at the beginning of the year has been recognised as revenue for the year ended 31 December 2024. As at reporting date, the Company did not have any contract assets as the Company’s rights to consideration for satisfied performance obligations was fully completed and billed in full by the reporting date. 10.4 Performance obligations and revenue recognition policies Information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms and the related revenue recognition policies are as follows in notes 10.4.1 and 10.4.2. 10.4.1 Licensing of long-term super-yacht berths The Group recognises revenue at a point in time. Revenue from the licensing of long-term super-yacht berths is recognised upon the signing of the licensing arrangements with the berth holders, on the basis that such give rise to the sale of the Group’s right to the use of such berths (recognised at a point in time i.e. when a berth holder obtains control of the berth space through the execution of a public deed, which is the point in time when real rights are acquired by the berth holder). The Group adjusts the consideration amount as per the contract for the effects of the time value of money if the timing of payments agreed to by the parties provides the customer with a significant benefit of financing the transfer of goods/services to the customer. 56
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 57 10 Revenue (continued) 10.4 Performance obligations and revenue recognition policies (continued) 10.4.2 Short-term berthing The Group recognises revenue over time. The Group earns income from services provided in respect of short-term berthing contracts, being annual, seasonal and visitor contracts and includes also the relative service fees charged to berth holders. The customer simultaneously receives and consumes the benefits of the Group’s performance as it performs by making the berth available. The customer benefits from its service of making the berth available evenly throughout the year i.e. the customer benefits from having the berth available, regardless of whether the customer uses it or not. In such case, the best measure of progress towards complete satisfaction of the performance obligation over time is a time-based measure and revenue is thus recognised on a straight-line basis throughout the berthing period. Consequently, such services are deemed to comprise a series of distinct services treated as a single performance obligation satisfied over time. Accordingly, revenue is recognised over the service period. The Group adjusts the consideration amount as per the contract for the effects of the time value of money if the timing of payments agreed to by the parties provides the customer with a significant benefit of financing the transfer of goods/services to the customer. As a practical expedient, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects, at contract inception, that the period between when the Group transfers a promised good/service to a customer and when the customer pays for that good/service will be one year or less. Any cash received in advance of the provision of services is recognised within the line item ‘Contract liabilities’.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 58 11 Expenses 11.1 Expenses by nature

| 2024 | 2023
| €000 | €000
Group and company |  |
Cost of sales: |  |
Direct costs | 2,563 | 934
Operating expenses: |  |
Directors' remuneration | 38 | 42
Wages and salaries | 773 | 710
Compulsory social security contributions | 48 | 45
Selling and marketing expenses | 42 | 41
Repairs and maintenance | 63 | 69
Variable lease expense (see note 21.1.5) | 439 | 83
Auditors’ remuneration (see note 12.1) | 49 | 49
Net loss on asset write-off (see note 16.1) | 53 | 59
Operator fees (see note 31.2) | 464 | 211
Depreciation on plant and equipment (see note 16.1) | 299 | 281
Depreciation on right-of-use asset (see note 21.1.1) | 133 | 126
Other operating expenses | 259 | 246
Total expenses recognised in statement of profit or loss | 5,223 | 2,896

The average number of persons employed during the year was as follows:

| 2024 | 2023
| No. | No.
Group and company |  |
Operating | 18 | 18
Management and administration | 5 | 5
| 23 | 23

12 Other operating expenses 12.1 Auditors’ remuneration The following fees were charged by, and became payable to the Company’s auditors for services rendered in connection with:

| 2024 | 2023
| €000 | €000
Group and company |  |
Audit of the financial statements | 45 | 45
Tax compliance services | 3 | 3
Other assurance services | 1 | 1
| 49 | 49

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 59 12 Other operating expenses (continued) 12.1 Auditors’ remuneration (continued) The audit fee payable to IC Cesme’s auditors for 2024 amounted to €23k (2023: €23k), with the Group’s share of such audit fees being €10k (2023: €10k). No non-audit fees were incurred by IC Cesme during 2024 (2023: €nil). 13 Net finance costs

| 2024 | 2023
| €000 | €000
Group and company |  |

Finance income: |  |
Interest income under the effective interest method on: |  |
Loans to related parties - measured at amortised cost | 184 | 246
Corporate debt securities - at FVOCI | 207 | 166
Finance income | 391 | 412

Finance costs: |  |
Interest expense on financial liabilities |  |
measured at amortised cost | (675) | (675)
Interest expense on lease liabilities (see note 21.1.2) | (408) | (400)
Amortisation of bond issue costs (see note 26.4) | (43) | (42)
Net foreign exchange losses | (2) | (1)
Finance costs | (1,128) | (1,118)
Net finance costs recognised in statement of profit or loss | (737) | (706)

14 Earnings per share The calculation of basic earnings per share is based on the following profit attributable to ordinary shareholders and the number of ordinary shares outstanding. There are no dilutive shares in issue.

| 2024 | 2023
Group |  |
Profit for the year, attributable to the owners of the Company (in €000) | 3,422 | 2,908
Number of ordinary shares of the Company (in thousands) | 20,000 | 20,000
Earnings per share (in €) | 0.171 | 0.145

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 60 15 Income taxes 15.1 Amount recognised in profit or loss Current tax is recognised at the corporate rate of 35% on the taxable income for the year from the Company’s marina business activity. Deferred tax charges and credits relate to the marina business activity.

| 2024 | 2023
| €000 | €000
Group and company |  |
Current tax |  |
Charge during the year | (560) | (479)
| (560) | (479)
Deferred tax |  |
Movement in temporary differences (see note 15.4) | 119 | 21
| 119 | 21
Income tax expense on continuing operations recognised in statement of profit or loss | (441) | (458)

15.2 Reconciliation of tax expense The income tax expense and the result of the accounting profit multiplied by the Maltese tax rate are reconciled as follows:

| 2024 | 2024 | 2023 | 2023
| Group | Company | Group | Company
| €000 | €000 | €000 | €000
Profit before income tax | 3,863 | 2,367 | 3,366 | 739
Tax at 8% | (300) | (300) | (1,178) | (259)
Tax at 15% | (28) | (28) | - | -
Tax at 35% | (756) | (232) | - | -
Tax effect of: |  |  |  |
• Temporary differences and disallowable expenses | 119 | 119 | (199) | (199)
• Share of profit of equity- accounted investee | 524 | - | 919 | -
Income tax expense for the year | (441) | (441) | (458) | (458)

Share of profit of equity-accounted investee is not subject to tax.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 61 15 Income taxes (continued) 15.3 Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following:

| Assets |  | Liabilities |  | Net |
| 2024 €000 | 2023 €000 | 2024 €000 | 2023 €000 | 2024 €000 | 2023 €000
Plant and equipment | - | - | (1,022) | (1,096) | (1,022) | (1,096)
Right-of-use asset | - | - | (1,722) | (1,753) | (1,722) | (1,753)
Lease liabilities | 2,094 | 2,080 | - | - | 2,094 | 2,080
Net deferred tax liabilities | 2,094 | 2,080 | (2,744) | (2,849) | (650) | (769)

15.4 Movement in temporary differences during the year

| Balance 1 January 2024 €000 | Movement in temporary differences €000 | Balance 31 December 2024 €000
Group and Company |  |  |
Plant and equipment | (1,096) | 74 | (1,022)
Right-of-use asset | (1,753) | 31 | (1,722)
Lease liabilities | 2,080 | 14 | 2,094
| (769) | 119 | (650)

| Balance 1 January 2023 €000 | Movement in temporary differences €000 | Balance 31 December 2023 €000
Group and Company |  |  |
Plant and equipment | (1,173) | 77 | (1,096)
Right-of-use asset | (1,797) | 44 | (1,753)
Lease liabilities | 2,180 | (100) | 2,080
| (790) | 21 | (769)

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 62 16 Property, plant and equipment 16.1

Group and Company | Total | Superyacht berths | Pontoon berths | Improvements to leased property, landscaping & switchboards | Motor vehicles, including shipping vessels | Cable infrastructure, marine & office equipment | Assets in the course of construction
Cost | €000 | €000 | €000 | €000 | €000 | €000 | €000
Balance at 1 January 2023 | 9,406 | 4,262 | 3,502 | 917 | 65 | 623 | 37
Additions | 158 | - | 33 | 125 | - | - | -
Assets written off | (127) | (65) | (54) | - | (8) | - | -
Reclassifications | - | - | (5) | - | - | 5 | -
Balance at 31 December 2023 | 9,437 | 4,197 | 3,476 | 1,042 | 57 | 628 | 37
Balance at 1 January 2024 | 9,437 | 4,197 | 3,476 | 1,042 | 57 | 628 | 37
Additions | 274 | 10 | 84 | 178 | - | 2 | -
Assets written off | (106) | (59) | (43) | - | - | - | (4)
Balance at 31 December 2024 | 9,605 | 4,148 | 3,517 | 1,220 | 57 | 630 | 33

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 63 16 Property, plant and equipment (continued) 16.1 (continued)

Group and Company | Total | Superyacht berths | Pontoon berths | Improvements to leased property, landscaping & switchboards | Motor vehicles, including shipping vessels | Cable infrastructure, marine & office equipment | Assets in the course of construction
Accumulated depreciation and impairment | €000 | €000 | €000 | €000 | €000 | €000 | €000
Balance at 1 January 2023 | 5,163 | 1,402 | 2,452 | 705 | 56 | 548 | -
Depreciation charged for the year | 283 | 84 | 142 | 35 | 2 | 20 | -
Assets written off | (64) | (26) | (33) | - | (5) | - | -
Reclassification | (2) | - | (3) | - | - | 1 | -
Balance at 31 December 2023 | 5,380 | 1,460 | 2,558 | 740 | 53 | 569 | -
Balance at 1 January 2024 | 5,380 | 1,460 | 2,558 | 740 | 53 | 569 | -
Depreciation charged for the year | 299 | 83 | 144 | 50 | 2 | 20 | -
Assets written off | (53) | (24) | (29) | - | - | - | -
Balance at 31 December 2024 | 5,626 | 1,519 | 2,673 | 790 | 55 | 589 | -
Carrying amounts |  |  |  |  |  |  |
Balance at 1 January 2023 | 4,243 | 2,860 | 1,050 | 212 | 9 | 75 | 37
Balance at 31 December 2023 | 4,057 | 2,737 | 918 | 302 | 4 | 59 | 37
Balance at 31 December 2024 | 3,979 | 2,629 | 844 | 430 | 2 | 41 | 33

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 64 16 Property, plant and equipment (continued) 16.1 (continued) In 2024, the company wrote-off the cost of €106k (2023: €127k), as follows: i) €72k for one of its replaced substations, segregated between €13k and €59k classified under “Pontoon berths” and “Superyacht berths” respectively, ii) €30k for replacing two of its pontoon gates and iii) €4k on assets in the course of construction, which management believe did not meet the eligible criteria to be further capitalised. The write-offs’ residual loss of €53k is recognized as part of loss on asset write-off in note 11. 16.2 Area held under title of temporary sub-emphyteusis The Company’s berths and base improvements are situated on an area held under title of temporary emphyteusis. On the 2 June 1999, the Government of Malta entered into a deed of emphyteusis with a consortium, by virtue of which, the consortium was granted rights over parcels of water space measuring 1,410 square metres and situated at Cottonera Waterfront Vittoriosa, Malta, for an initial period of 99 years. On the 4 September 2001, a deed of sub-emphyteusis was entered into between the Company and the consortium, whereby, by virtue of one part of this deed, the Company acquired, by the same title, immovable rights over such water space for the unexpired period of the 99 years, subject to the payment of an annual sub-ground rent (see note 21). This water space is subject to a special legal hypothec in favour of the consortium, in respect of the payment of annual and temporary ground rent (for the unexpired period) imposed on the property, arising by virtue of the said deed of sub-emphyteusis. 16.3 Assets in the course of construction Assets in the course of construction include capital expenditure on the marina reconfiguration project, which at the reporting date were still under construction, and on which no depreciation costs have yet been charged. 17 Investment in subsidiary On 29 June 2011, the Company acquired from Camper & Nicholsons Marinas International Limited the 100% shareholding in Maris Marine Limited (“MML”) for a consideration of €115. This dormant company is incorporated in the United Kingdom and the registered office of this subsidiary is situated at ”5 th Floor, Cording House, 34-35 St James’s Street, London, SW1A 1HD”. The reporting date of this non-trading entity is 31 March.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 65 18 Equity-accounted investee 18.1 Cost of acquisition of joint venture On the 17 March 2011, the Company entered into an agreement with its Parent company, as a result of which the Company initially acquired the ownership of 19% in IC Cesme Marina Yatirim, Turizm ve Isletmeleri Anonim Sirketi (“IC Cesme”), a company registered under the laws of Turkey, which company owns and operates a marina in Turkey, and eventually the beneficial interest of 45% therein through the acquisition of MML (see note 17), which held 26% therein for a total consideration of €1,930k. During that year the Company made an additional shareholder’s contribution of €244k, which amount has been capitalised as part of the Company’s net investment in the joint venture. The registered address and principal place of business of IC Cesme is Musalla Mh. 1016 SK. No.8, Cesme, Izmir, Turkey. 18.2 Carrying amount of investment in joint venture

| 2024 Group | 2024 Company | 2023 Group | 2023 Company
| €000 | €000 | €000 | €000
Fair value of net identifiable assets at date of acquisition | 1,082 | 1,082 | 1,082 | 1,082
Goodwill inherent in the cost of investment | 848 | 848 | 848 | 848
Consideration paid upon acquisition | 1,930 | 1,930 | 1,930 | 1,930
Cumulative capital contributions | 244 | 244 | 244 | 244
Cost of investment as at 31 December | 2,174 | 2,174 | 2,174 | 2,174
Share of post-acquisition profit/(loss) brought forward | 2,794 |  | 155 |
Share of profit for the year | 1,508 |  | 2,639 |
Hyperinflationary adjustment brought forward | 2,796 |  | 1,590 |
Hyperinflationary adjustment for the year | 4,377 |  | 1,206 |
Depreciation of fair value uplift on acquisition brought forward | (366) |  | (354) |
Depreciation of fair value uplift on acquisition for the year | (12) |  | (12) |
Foreign currency translation brought forward | (1,670) |  | 83 |
Foreign currency translation for the year | (224) |  | (1,753) |
Equity accounted investee as at 31 December | 11,377 |  | 5,728 |

IC Cesme, the only joint arrangement in which the Group participates, is principally engaged in the operation of a marina in Turkey. IC Cesme is an unlisted joint arrangement and is structured as a separate vehicle and the Group has a residual interest in its net assets. Accordingly, the Group has classified the investment in IC Cesme as a joint venture which is equity accounted. In accordance with the agreement under which IC Cesme is established, the Group and the other investors to the joint venture agree to make additional contributions in proportion to their interests, if required.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 66 18 Equity-accounted investee (continued) 18.3 Summary of financial information of joint venture The Group’s share of profit in its equity accounted investee for the year, inclusive of the depreciation of fair value uplift upon acquisition, amounted to €1,496k (2023: €2,627k). This investee is not listed and consequently no published price quotations are available. The reporting date of this entity is 31 December. The entity is exposed to the country risks relating to Turkey and other risks associated with the trends and future outlook of the marina industry as a whole. The following table summarises the financial information of IC Cesme based on its financial information prepared in accordance with IFRS as adopted by the EU. The tables also reconcile the summarised financial information to the carrying amount of the Group’s interest in IC Cesme, which is accounted for using the equity method of accounting.

| 2024 | 2023
| €000 | €000
Non-current assets | 24,093 | 14,423
Current assets (including cash and cash equivalent of €3,865k, 2023: €4,926k) | 4,447 | 5,348
Non-current liabilities | (1,559) | (5,659)
Current liabilities (including trade and other payables and provisions of €2,954k, 2023: €2,422k) | (4,758) | (4,470)
IC Cesme net assets (liabilities) (100%) at 31 December | 22,223 | 9,642
Group’s share of net assets (45%) | 10,000 | 4,339
Fair value uplift on date of acquisition (less deferred tax impact) | 907 | 907
Cumulative depreciation on fair value uplift, adjusted on consolidation | (378) | (366)
Goodwill | 848 | 848
Carrying amount of interest in joint venture, as per Statement of financial position (see note 18.2) | 11,377 | 5,728
Revenue | 9,201 | 7,312
Operating expenses | (3,704) | (3,534)
Depreciation | (561) | (421)
Results from operating activities | 4,936 | 3,357
Hyperinflationary adjustment for the year | 657 | 4,694
Net finance costs (including interest expense of €698k, net foreign exchange losses of €507k less interest income of €1,538k, 2023: including interest expense of €457k, net foreign exchange losses of €3,296k less interest income of €688k) | 333 | (3,543)
Profit before tax for the year | 5,926 | 4,508
Income tax (expense)/ credit | (2,575) | 1,357
Total comprehensive income (100%) | 3,351 | 5,865

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 67 18 Equity-accounted investee (continued) 18.3 Summary of financial information of joint venture (continued)

| 2024 | 2023
| €000 | €000
Group’s share of total comprehensive income (45%) | 1,508 | 2,639
Hyperinflationary adjustment | 4,377 | 1,206
Depreciation on fair value uplift of depreciable assets | (12) | (12)
Share of profit of equity-accounted investee, net of tax, as per statement of profit or loss and OCI | 5,873 | 3,833
Foreign currency translation difference arising during the year | (224) | (1,753)
Change in carrying amount of interest in joint venture | 5,649 | 2,080

18.4 Impairment assessment of investment in joint venture As explained in note 18.1 the Company acquired its investment in IC Cesme, a joint venture, in 2011. IC Cesme operates a marina with associated landside property in the Izmir region of Turkey, held in terms of a Build-Operate-Transfer agreement expiring in 2067. In view of the geo-political status of the investee’s jurisdiction, the directors have estimated the recoverable amount of the investment in IC Cesme and determined whether it exceeds the carrying amount. This was estimated based on its value in use. The value in use has been arrived at through the discounted cash flow valuation, by estimating the free cash flow to the firm up until 2067 and discounting them back to the present value by using the cost of capital as the discount rate. The following were the assumptions included in the 2024 valuation: (a) Revenue- Year 1 revenue to be in line with budget prepared by IC Cesme’s management, Years 2 to 4 revenue growth to be in line with Turkey’s expected real growth rate and inflation rate, then converge to the risk-free rate up until Year 10, after which it will remain unchanged, (b) Operating margins- Year 1 operating margins to be in line with budget prepared by the IC Cesme’s management, then converge to 38% up until Year 10, and thereafter remain unchanged, (c) Reinvestment- this is a function of the expected growth rate and the current return on invested capital. As the joint venture does not operate in a capital-intensive industry, this function was set at 50% in Years 1 to 2, 80% in Years 3 to 6, 90% in Years 7 to 9, and 100% in perpetuity, (d) Tax rate- the tax rate will converge gradually from the current effective tax rate to the marginal tax rate of the country in Year 10, and remain unchanged thereafter, (e) Cost of capital- the discount rate used will converge gradually to the cost of capital of a mature and stable company in Year 10.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 68 18 Equity-accounted investee (continued) 18.4 Impairment assessment of investment in joint venture (continued) The following were the assumptions included in the 2023 valuation: (a) Revenue- Year 1 revenue to be in line with budget prepared by IC Cesme’s management, Years 2 to 4 revenue growth to be in line with Turkey’s expected real growth rate and inflation rate, then converge to the risk-free rate up until Year 10, after which it will remain unchanged, (b) Operating margins- Year 1 operating margins to be in line with budget prepared by the IC Cesme’s management, then converge to 38% up until Year 10, and thereafter remain unchanged, (c) Reinvestment- this is a function of the expected growth rate and the current return on invested capital. As the joint venture does not operate in a capital-intensive industry, this function was set at 50% in Years 1 to 2, 75% in Years 3 to 6, 90% in Years 7 to 9, and 100% in perpetuity, (d) Tax rate- the tax rate will converge gradually from the current effective tax rate to the marginal tax rate of the country in Year 10, and remain unchanged thereafter, (e) Cost of capital- the discount rate used will converge gradually to the cost of capital of a mature and stable company in Year 10. The estimated recoverable amount of the Company’s investment in IC Cesme’s net assets at Group and Company level exceeds its’ carrying amount. 19 Investment in debt securities 19.1

| 2024 | 2023
Group and Company | €000 | €000
Non-current corporate debt securities |  |
Opening fair value | 4,392 | 4,474
Disposed/ matured securities | - | (65)
Net increase/ (decrease) in fair value, recognised in OCI | 106 | (8)
Unwinding of premium paid upon acquisition | (10) | (9)
Closing fair value | 4,488 | 4,392
(Reversal of)/ Increase in Expected credit losses on corporate debt securities, recognised in OCI | (1) | 14

During 2024, the Company did not acquire any corporate debt securities (2023: €nil) and did not dispose of any corporate debt securities held within the company’s investment portfolio (2023: €65k), realising a fair value loss of €nil (2023: €nil), which was recycled from OCI to profit or loss. The unrealised fair value gain of €106k (2023: unrealised fair value loss of €8k) on the investment in debt securities held as at 31 December 2024 has been presented in OCI and included in the fair value reserve.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 69 19 Investment in debt securities 19.1 (continued) As at 31 December 2024, the value of such investments, by reference to quoted market prices on the Malta Stock Exchange, amounted to €4,488k (2023: €4,392k). Such a value was classified as a Level 2 investment by reference to the fair value hierarchy. Corporate debt securities at FVOCI have stated interest rates ranging from 3.25% to 4.50% (2023: 3.25% to 4.50%), with maturity dates ranging from 2026 to 2029 (2023: 2026 to 2029). 19.2 The investments are held within a held-to-collect-and-sell business model consistent with the Group’s continuing measurement of such investments (note 7.8.2). 19.3 Information about the Group’s exposure to credit and market risks for debt investments is disclosed in notes 29.5.2 and 29.7 respectively.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 70 20 Loans to related parties 20.1

| 2024 | 2023
| €000 | €000
Group and Company |  |
Loan to Parent company (see note 20.2) | 1,050 | 2,250
Expected credit loss on loan to Parent company | (1) | (1)
Loan to CNML (see note 20.3) | - | 2,435
Interest receivable from CNML | - | 30
Expected credit loss on loan to CNML | - | (95)
Total | 1,049 | 4,619
At 1 January | 4,619 | 5,481
Loan repayment (see notes 20.2 and 20.3) | (3,635) | (848)
Interest (repaid)/ receivable | (30) | (35)
Reversal/ (increase) in expected credit losses on loan to Parent company | - | 3
Reversal of expected credit losses on loan to CNML | 95 | 18
At 31 December | 1,049 | 4,619
Non-current | - | 1,950
Current | 1,049 | 2,669

The loans receivable from related parties comprise: - Upstream loans to the Parent company; and - Loan notes related to cash pledges over IC Cesme’s borrowing arrangements. 20.2 Upstream loans to the Parent company Upstream loans to the Parent company, Camper & Nicholsons Marinas Limited (“CNML”), amount to €1,050k (2023: €2,250k), the details of which are as follows:

|  | 2024 |  |  | 2023 |
| Amount | Interest | Maturity | Amount | Interest | Maturity
| €000 | p.a. | date | €000 | p.a. | date
Loan Note | 1,050 | 4.50% | 30/09/2026 | 2,250 | 4.50% | 30/09/2024
| 1,050 |  |  | 2,250 |  |

All loans to the parent company are unsecured, with the borrower having the option to prepay such loan. Related expected credit losses arising on these loans are set out in note 29.5.3. 20.3 Loan notes to IC Cesme During 2024, the two loan notes of €2,435k to IC Cesme, maturing between 2024 and 2028 and carrying an interest of 5% per annum, were fully settled during the year.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 71 21 Leases 21.1 As a lessee The Group leases water space under a deed of sub-emphyteusis (note 16.2) together with other properties including offices and warehouses. Information about leases for which the Group is a lessee is presented below. 21.1.1 Right-of-use asset

| Water space |  | Other Properties |  |  | Total
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023
| €000 | €000 | €000 | €000 | €000 | €000
Group and company |  |  |  |  |  |
Balance at 1 January | 4,468 | 4,528 | 539 | 605 | 5,007 | 5,133
Recognition of right-of-use asset | - | - | 46 | - | 46 | -
Depreciation on right-of-use asset | (59) | (60) | (74) | (66) | (133) | (126)
Balance at 31 December | 4,409 | 4,468 | 511 | 539 | 4,920 | 5,007

21.1.2 Lease liability Lease liabilities included in the statement of financial position at 31 December are analysed as follows:

| 2024 | 2023
| €000 | €000
Current | 20 | 9
Non-current | 5,963 | 5,933
| 5,983 | 5,942

| Water space |  | Other Properties |  | Total |
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023
| €000 | €000 | €000 | €000 | €000 | €000
Group and company |  |  |  |  |  |
Balance at 1 January | 5,280 | 5,226 | 662 | 832 | 5,942 | 6,058
Recognition of lease liability | - | - | 46 | - | 46 | -
Interest expense on lease liabilities (see note 13) | 350 | 347 | 58 | 53 | 408 | 400
Lease payments related to the year (see note 21.1.5) | (292) | (293) | (121) | (223) | (413) | (516)
Balance at 31 December | 5,338 | 5,280 | 645 | 662 | 5,983 | 5,942

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 72 21 Leases (continued) 21.1 As a lessee (continued) 21.1.2 Lease liability (continued) The total cash outflows for leases amounts to €413k (2023: €516k). 21.1.3 Water space lease On the 2 June 1999, the Government of Malta entered into a deed of emphyteusis with a consortium, by virtue of which, the consortium was granted rights over parcels of water space measuring 1,410 square metres and situated at Cottonera Waterfront Vittoriosa, Malta, for an initial period of 99 years. On the 4 September 2001, a deed of sub-emphyteusis was entered into between the Company and the consortium, whereby, by virtue of one part of this deed, the Company acquired, by the same title, immovable rights over such water space for the unexpired period of the 99 years, subject to the payment of an annual sub-ground rent. There are no covenants or restrictions imposed by the lease. 21.1.4 Property lease The Group leases other properties, comprising two offices and three warehouses, with original lease terms of eight to twenty-five years, with the remaining lease terms at 31 December 2024 of one to eight years (2023: one to nine years). By virtue of the other part of the deed of sub-emphyteusis referred to in note 21.1.3, the Company was assigned the right to develop, construct and install, own, operate, manage, control and promote a marina and ancillary facilities, including the right to grant mooring and berthing rights to third parties under such terms and conditions as it deems fit. 21.1.5 Variable lease payments based on sales Under the terms of a Development and Operations Agreement dated 30 June 2000 entered into with the consortium, the Company is required to pay the consortium a yearly fee equivalent to 10% per annum of adjusted revenue, subject to minimum and maximum limits. While the minimum lease payments of the lease are included in the lease liability and the right-of-use asset, the variable lease payments depending on sales are recognised in profit or loss in the period in which such sales are recognised.

| 2024 | 2023
| €000 | €000
Leases with lease payments based on sales |  |
Fixed payments on water space (see note 21.1.2) | 292 | 293
Variable payments on water space (see note 11.1) | 439 | 83
Total payments | 731 | 376

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 73 21 Leases (continued) 21.1 As a lessee (continued) 21.1.6 Extension and termination options With respect to water space lease, the Company has the option to terminate the Development and Operations Agreement during the 29 th year from the date of the publication of the deed of sub- emphyteusis (being the year 2030) by giving the consortium at least 12 months’ prior written notice. The extension options are exercisable only by the Company and not by the lessor. The Company is reasonably certain not to exercise this option and as such the full term was taken in the calculation of the lease liability. 22 Trade and other receivables 22.1

| 2024 | 2023
| €000 | €000
Group and Company |  |
Trade receivables, excluding related parties | 1,117 | 898
Amounts due from related parties (see notes 22.2 and 31.2) | 39 | 75
Investment in Treasury Bills (see note 22.5) | 2,966 | -
Prepayments and other receivables | 232 | 96
Balance at 31 December | 4,354 | 1,069

22.2 Amounts due from related parties of €39k (2023: €75k) is receivable from First Eastern (Holdings) Limited (which together with its wholly owned subsidiary, FE Marina Investments Limited, owns 99.59% of Camper & Nicholsons Marina Investments Limited’s issued share capital) in relation to a 50% recharge by the Company, of one of the Company’s executive’s wage. During the year, the company recharged €38k (2023: €38k) to First Eastern (Holdings) Limited. 22.3 Receivables are held within a held-to-collect business model (note 7.8.2). The amounts owed from the related parties are unsecured, interest free and repayable on demand. 22.4 Information about the Group’s exposure to credit, market risks and impairment losses for trade and other receivables are disclosed in notes 29.5.1 and 29.7 respectively. 22.5 Investment in Treasury Bills classified under “Trade and other receivables” have a maturity between three to twelve months.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 74 23 Cash and cash equivalents 23.1

| 2024 | 2023
| €000 | €000
Group and Company |  |
Cash in hand | 3 | 3
Bank balances | 5,530 | 5,179
Investment in Treasury Bills (see note 23.2) | 1,993 | -
| 7,526 | 5,182
Expected credit loss on cash and cash equivalents (see note 29.5) | (1) | (1)
Cash and cash equivalents in the statement of financial position | 7,525 | 5,181
Bank overdraft used for cash management purposes (see note 26.3) | (2) | (2)
Cash and cash equivalents in the statement of cash flows | 7,523 | 5,179

23.2 Investment in Treasury Bills classified under “Cash and cash equivalents” have a maturity of less than three months. 24 Capital and reserves 24.1 Share capital

| 2024 | 2023
| €000 | €000
Authorised share capital |  |
20,000,000 ordinary shares of €0.12 each | 2,400 | 2,400
Issued share capital |  |
20,000,000 ordinary shares of €0.12 each | 2,400 | 2,400

24.2 Shareholders’ rights Ordinary shareholders are entitled to dividends as declared from time to time and rank pari passu with respect to any distribution, whether of dividends or capital, in a winding up or otherwise, and are entitled to one vote per share at general meetings of the Company. 24.3 Exchange translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial results of the joint arrangement from Turkish Lira into Euro. This reserve is not distributable. 24.4 Fair value reserve The fair value reserve comprises the cumulative net change in fair value of corporate debt securities at FVOCI until the assets are derecognised or reclassified. This amount is adjusted by the amount of loss allowance. This reserve is not distributable.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 75 24 Capital and reserves (continued) 24.5 Dividends The amount of €1.2 million in dividends were declared by the Company for the year ended 31 December 2024 (2023: €0.3million), being a dividend per share of €0.061 (2023: €0.017). 25 Capital 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 Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders. Based on recommendations of the directors, the company balances its overall capital structure through new share issues as well as the issue of new debt or the redemption of existing debt. The capital structure of the Group consists of debt securities in issue of €14,875k (2023: €14,832k) in note 19 and items presented within equity in the statement of financial position, comprising of share capital, exchange translation reserve, fair value reserve and retained earnings with a total of €12,994k (2023: €6,470k). The Group is not subject to any externally imposed capital requirements. There were no changes in the Group’s approach to capital management during the year. 26 Loans and borrowings 26.1 This note provides information about the contractual terms of the Group’s interest-bearing borrowings which are measured at amortised cost. For more information about the Company’s exposures to liquidity and interest rate risks, see notes 29.6 and 29.7.2 respectively.

| 2024 | 2023
| €000 | €000
Non-current |  |
Debt securities in issue (see note 26.4) | 14,875 | 14,832
Current |  |
Bank overdraft (see note 26.3) | 2 | 2

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 76 26 Loans and borrowings (continued) 26.2 Terms and repayment schedule The terms and conditions of outstanding loans are as follows:

| Nominal int rate | Year of maturity | 2024 |  | 2023 |
|  |  | Face value | Carrying amount | Face value | Carrying amount
|  |  | €000 | €000 | €000 | €000
Bank overdraft | 4.85% | Repayable on demand | - | 2 | - | 2
Unsecured bond | 4.50% | 2027 | 15,000 | 14,875 | 15,000 | 14,832
Total interest-bearing liabilities |  |  | 15,000 | 14,877 | 15,000 | 14,834

26.3 Bank overdraft The bank overdraft represents the credit on the Company’s credit card as at 31 December, which is repaid on a monthly basis. This overdraft is secured by a pledge of €7k over cash balances held by the Company with HSBC Bank Malta plc. An additional €35k is pledged in favour of a guarantee with MEPA. 26.4 Debt securities in issue The €15 million bond, issued by the Company in 2017, had a nominal value of €100 per bond and was issued at par. The bond is subject to a fixed interest rate of 4.5% per annum payable semi-annually in arrears on 22 February and 22 August of each year. All bonds are redeemable at par (€100 for each bond) on the 23 August 2027. The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference between net proceeds and the bond redemption value using the effective interest method as follows:

| 2024 | 2023
| €000 | €000
Original face value of bonds issued | 15,000 | 15,000
Gross amount of bond issue costs | (402) | (402)
Cumulative amortisation of gross amount of bond issue costs as at 1 January | 234 | 192
Amortisation charge for the year (see note 13) | 43 | 42
Unamortised bond issue costs as at 31 December | (125) | (168)
Amortised cost and closing carrying amount of the bond liability | 14,875 | 14,832

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 77 26 Loans and borrowings (continued) 26.4 Debt securities in issue (continued) The movement for the year comprises solely the amortization of bond issue costs. The quoted market price of the bonds on the Official List of the Malta Stock Exchange at 31 December 2024 was €98.05 (2023: €100.00). 27 Trade and other payables 27.1

| 2024 | 2023
| €000 | €000
Group and Company |  |
Trade payables, excluding related parties | 207 | 247
Amounts due to related parties (see notes 27.2 and 31.2) | 393 | 145
Other trade payables (see note 27.4) | 303 | 276
Accrued expenses | 1,329 | 741
| 2,232 | 1,409

27.2 The amounts owed to the related parties are unsecured, interest free and repayable on demand. 27.3 Information about the Group’s exposures to liquidity and currency risks related to trade and other payables is disclosed in notes 29.6 and 29.7.1 respectively. 27.4 Other trade payables include VAT payable of €130k (2023: €111k), dividend and bond interest payments held of €85k (2023: €75k) and €88k security deposits withheld from customers (2023: €90k). 28 Contract liabilities 28.1

| 2024 | 2023
| €000 | €000
Group and Company |  |
Customer advances on berthing contracts (see note 28.2) | 1,282 | 1,041
| 1,282 | 1,041

28.2 The contract liabilities relate to the consideration received in advance from customers for berthing contracts, for which revenue is recognised over time. Furthermore, the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the year is largely in relation to contracts with an original expected duration of one year or less.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 78 29 Financial instruments – fair values and risk management 29.1 Accounting classification and fair values The following table shows the fair values of financial assets other than the investment in the joint venture and financial liabilities other than lease liabilities.

|  | Fair value measurement using: |  |  |  |  |  |  |  |
31 December | Level 1 |  | Level 2 |  | Level 3 |  | Total |  | Carrying amount |
| 2024 €000 | 2023 €000 | 2024 €000 | 2023 €000 | 2024 €000 | 2023 €000 | 2024 €000 | 2023 €000 | 2024 €000 | 2023 €000
Group and company |  |  |  |  |  |  |  |  |  |
Financial assets |  |  |  |  |  |  |  |  |  |
Financial assets at FVOCI |  |  |  |  |  |  |  |  |  |
Investment in corporate |  |  |  |  |  |  |  |  |  |
debt securities | - | - | 4,488 | 4,392 | - | - | 4,488 | 4,392 | 4,488 | 4,392
Financial assets at |  |  |  |  |  |  |  |  |  |
amortised cost |  |  |  |  |  |  |  |  |  |
Loans to related parties | - | - | 1,049 | 4,619 | - | - | 1,049 | 4,619 | 1,049 | 4,619
| - | - | 5,537 | 9,011 | - | - | 5,537 | 9,011 | 5,537 | 9,011
Financial liabilities at |  |  |  |  |  |  |  |  |  |
amortised cost |  |  |  |  |  |  |  |  |  |
Unsecured debt securities in issue | - | - | (14,707) | (15,000) | - | - | (14,707) | (15,000) | (14,875) | (14,832)

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 79 29 Financial instruments – fair values and risk management (continued) 29.2 Measurement of fair values Valuation techniques and significant unobservable inputs At the end of the current and the comparative year, the carrying amount of trade receivables and cash and cash equivalents is a reasonable approximation of their fair value due to their short-term maturities. At 31 December 2024, corporate debt securities at FVOCI with a carrying amount of €4,488k (2023: €4,392k) were measured using level 2 inputs of the fair value hierarchy, by referring to their respective quoted prices in the local market. At the end of the current and the comparative year, the carrying amount of trade and other payables, and bank overdraft is a reasonable approximation of their fair value due to their short-term maturities. At 31 December 2024, unsecured debt securities in issue were measured at amortised cost with a carrying amount of €14,875k (2023: €14,832k). The fair value of this financial liability as at 31 December 2024 amount to €14,707k (2023: €15,000k) were measured using level 2 inputs of the fair value hierarchy, by referring to their respective quoted prices in the local market. 29.3 Financial risk management The Group, from its use of financial instruments, has exposure to credit, liquidity, and market risks. 29.4 Risk management framework The Company’s board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group’s audit committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Where possible, the Group 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.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 80 29 Financial instruments – fair values and risk management (continued) 29.5 Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s bank balances of €7,522k (2023: €5,179k), receivables from customers of €1,117k (2023: €898k), loans and interest receivable from related parties of €1,050k (2023: €4,715k), investments in debt securities of €4,488k (2023: €4,392k) and investment in T-bills of €4,959k (2023: €nil). The carrying amounts of financial assets represent the maximum credit exposure. Impairment losses/ reversal on financial assets recognised in the statement of profit or loss were as follows:

| 2024 | 2023
| €000 | €000
Impairment loss/ (reversal) on corporate debt securities at FVOCI (see note 29.5.2) | (1) | 15
Impairment reversal on loan to CNML (see note 29.5.3) | (95) | (18)
Impairment (reversal)/ loss on loan to Parent company (see note 29.5.3) | - | (3)
| (96) | (6)

29.5.1 Trade receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry. Details of concentration of revenue are included in note 10.2. The Group’s revenue is not concentrated in a small number of customers but is rather dispersed on a large client base made up of local and foreign clients coming from all over the world. Moreover, the Group limits its exposure to credit risk by entering into agreements with clients requiring full payment in advance of their berthing period and having the right to exercise a general lien in case of payment default. The majority of the Group’s customers have been transacting with the Group for over five years, and only 0.07% (2023: 0.07%) of these customers’ balances have been written off or are credit-impaired at the reporting date. In monitoring customer credit risk, this historical information is used to estimate the expected credit losses on trade receivables. At 31 December 2024, the exposure to credit risk for trade receivables by type of counterparty was as follows:

| 2024 | 2023
| €000 | €000
Individuals | 242 | 158
Legal entities | 438 | 289
Agents | 437 | 451
| 1,117 | 898

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 81 29 Financial instruments – fair values and risk management (continued) 29.5 Credit risk (continued) 29.5.1 Trade receivables (continued) The following table provides information about the ageing of trade receivables as at 31 December:

| 2024 | 2023
| €000 | €000
Current (not past due) | 289 | 144
1–30 days past due | 300 | 291
31–60 days past due | 204 | 265
61–90 days past due | 133 | 77
More than 90 days past due | 191 | 121
| 1,117 | 898

29.5.1.1 ECL assessment for trade receivables For trade receivables the Group and the Company have applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL. Where the Group has reasonable and supportable information that is available without undue cost or effort to measure lifetime ECLs on an individual instrument basis, such an individual assessment is carried out. Lifetime ECLs on the remaining financial assets are measured on a collective basis, using a provision matrix, estimated based on historical credit loss experience based on the past due status of the debtors. No individual assessment is made as at 31 December 2024. Since loss rates are based on actual credit loss experience over the past five years, the Group’s weighted average loss rate for its receivables is less than 0.07% (2023: 0.07%), and therefore no expected credit losses for trade receivables are registered as at 31 December 2024 (2023: €nil). 29.5.2 Investment in corporate debt securities The Group limits its exposure to credit risk on corporate debt securities by investing only in liquid debt securities that have the healthiest interest coverage ratios and gearing ratios, such as the net debt to EBITDA ratio. The Group then monitors market price of the companies in which the Group holds its debt securities on the local stock exchange.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 82 29 Financial instruments – fair values and risk management (continued) 29.5 Credit risk (continued) 29.5.2 Investment in corporate debt securities (continued) The Group concluded there was no significant change in credit risk on these financial assets and therefore calculated loss allowance equal to 12-month ECLs. In the absence of individual investment grades to local corporate debt issuers, in calculating the probability of default, the Group used each issuer’s interest coverage ratio, being a synthetic credit rating, with the probability of default used in calculating the ECLs ranging from 0.03% to 1.79% (2023: 0.03% to 1.85%). The Company measured loss allowance on the investment in corporate debt securities at an amount equal to 12-month ECLs, which amounted to €15k (2023: €14k). The movement in loss allowance is charged to profit or loss and is recognised in OCI. The exposure to credit risk for debt securities at FVOCI, net of expected credit losses, at the reporting date by geographic region was as follows:

| 2024 | 2023
| €000 | €000
Country |  |
Malta (see note 19) | 4,488 | 4,392

29.5.3 Amount due from related parties 29.5.3.1 Amount due from CNML During 2024, the loan and interest receivable from CNML on-lent to IC Cesme, was fully repaid. The Group has therefore measured loss allowance equal to lifetime ECL of €nil (December 2023: €95k) (Stage 2). The difference in loss allowance is deducted from the gross carrying amount of the asset and presented separately in the statement of profit or loss under “Impairment loss on financial assets”. The following table shows the movement in lifetime ECLs (not credit-impaired) that has been recognised for the amount due from CNML:

| 2024 | 2023
| €000 | €000
Opening balance at 1 January | 95 | 113
Movement during the year | (95) | (18)
Closing balance at 31 December | - | 95

29.5.3.2 Amount due from Parent company The loss allowance on the other loans to Parent company of €1,050k (2023: €2,250k) has been measured at 12-month ECL, which amounted to €1k (2023: €1k) and has been included in ”Loans to related parties” in the statement of financial position.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 83 29 Financial instruments – fair values and risk management (continued) 29.5 Credit risk (continued) 29.5.3 Amount due from related parties (continued) 29.5.3.2 Amount due from Parent company (continued) The exposure to credit risk for the loan to related parties at amortised cost, net of expected credit losses, at the reporting date by geographic region was as follows:

| 2024 | 2023
| €000 | €000
Country |  |
Turkey (see note 20.3) | - | 2,370
Guernsey (see note 20.2) | 1,049 | 2,249
| 1,049 | 4,619

29.5.3.3 Amount due from other Related Parties Management does not expect to incur any losses on receivables from other related parties. 29.5.4 Cash and cash equivalents The Group held cash and cash equivalents of €7,525k at 31 December 2024 (2023: €5,181k). The cash and cash equivalent are held with HSBC Bank Malta plc and Bank of Valletta plc, with the latter being an investment grade-rated banking institution having a long-term rating of BBB as per S&P Ratings (2023: BBB-). HSBC Bank Malta plc is unrated, and the company's directors have assessed the potential ECL to be based on Malta’s current S&P credit rating of Malta of A-. Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external ratings of S&P’s. The loss allowance amounted to €1k (2023: €1k). The difference in loss allowance, if any, is recognized under “Impairment loss on financial asset” in the statement of profit or loss. 29.6 Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors its cash flow requirements on a weekly basis and ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 84 29 Financial instruments – fair values and risk management (continued) 29.6 Liquidity risk (continued) The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross, undiscounted and include contractual interest payments.

| Carrying amount | Contractual cash flows | 6 months or less | 6 - 12 months | 1 - 5 years | Over 5 years
| €000 | €000 | €000 | €000 | €000 | €000
31 December 2024 |  |  |  |  |  |
Financial liabilities |  |  |  |  |  |
Debt securities in issue (see note 26.4) | 14,875 | (17,025) | (340) | (335) | (16,350) | -
Bank overdraft (see note 26.3) | 2 | (2) | (2) | - | - | -
Trade and other payables (see note 27) | 600 | (600) | (600) | - | - | -
Lease liabilities (see notes 21.1.2 and 29.6.1) | 5,983 | (36,722) | (293) | (115) | (1,613) | (34,701)
| 21,460 | (54,349) | (1,235) | (450) | (17,963) | (34,701)
31 December 2023 |  |  |  |  |  |
Financial liabilities |  |  |  |  |  |
Debt securities in issue (see note 26.4) | 14,832 | (17,700) | (340) | (335) | (17,025) | -
Bank overdraft (see note 26.3) | 2 | (2) | (2) | - | - | -
Trade and other payables (see note 27) | 392 | (392) | (392) | - | - | -
Lease liabilities (see note 21.1.2 and 29.6.1) | 5,942 | (37,052) | (293) | (101) | (1,565) | (35,093)
| 21,168 | (55,146) | (1,027) | (436) | (18,590) | (35,093)

Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 85 29 Financial instruments – fair values and risk management (continued) 29.6.1 Maturity analysis of lease liabilities Further information about the maturity of lease liabilities is provided in the table below:

| 2024 | 2023
| €000 | €000
Maturity analysis – contractual undiscounted cash flows |  |
Less than 1 year | (407) | (394)
1 to 5 years | (1,614) | (1,565)
6 to 10 years | (1,396) | (1,456)
11 to 20 years | (3,412) | (3,362)
21 to 40 years | (8,436) | (8,312)
More than 40 years | (21,457) | (21,963)
Total undiscounted lease liabilities at 31 December | (36,722) | (37,052)

29.7 Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. 29.7.1 Currency risk The Group’s exposure to currency risk is limited to expenses that are denominated in a currency other than the Company’s functional currency, primarily the British Pound, on intra-group balances. The Group is not exposed to exchange rate movements on the Turkish Lira other than in respect of the following – (a) the Group’s share in translating the post-acquisition reserves of its equity-accounted investee from TL to Euro and (b) the exchange differences arising in the books of the joint venture with TL as its functional currency. The Group does not hedge against exchange gains or losses which may arise on the realisation of amounts receivable and the settlement of amounts payable in foreign currencies. 29.7.1.1 Exposure to currency risk and sensitivity analysis The Company’s exposure to currency risk is immaterial. 29.7.2 Interest rate risk The Group adopts a policy of ensuring that the majority of its interest rate risk exposure is at a fixed rate. This is achieved by entering into financial arrangements subject to fixed interest rates. During 2017, the Company issued bonds at a fixed rate of 4.50%, while between 2018 and 2020, the Company has invested in corporate debt securities, all at fixed rates ranging from 3.25% to 6% (see note 19). In addition, the rates charged on loans to related parties range between 4% and 5%. These loans are not subject to interest rate fluctuations.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 86 29 Financial instruments – fair values and risk management (continued) 29.7 Market risk (continued) 29.7.2.1 Fair value sensitivity analysis for fixed-rate instruments The Group does not account for any fixed-rate financial assets or financial liabilities, at FVTPL. Therefore, a change in interest rates at the reporting date would not affect profit or loss. As a result of changes in fair value of the investments in debt securities at FVOCI, a decrease/ (increase) of 100 basis points in interest rates would have increased/ (decreased) equity by €88k/ (€84k) after tax (2023: €110k/ (€105k) after tax). This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. 30 Commitments No capital commitments were authorised and contracted for, or yet to be contracted for, at the reporting date and at the end of the comparative period. 31 Related parties 31.1 Parent and ultimate controlling party The Company is a subsidiary of Camper & Nicholsons Marina Investments Limited (“CNMIL”), the registered office of which is situated at ”The Albany, South Esplanade, St Peter Port, Guernsey GY1 1AQ”. The ultimate controlling party is Mr Victor Chu, the Chairman and principal shareholder of First Eastern (Holdings) Limited, which together with its wholly owned subsidiary, FE Marina Investments Limited, owns 99.59% of CNMIL’s issued share capital (2023: 99.59%). Both First Eastern (Holdings) Limited and FE Marina Investments Limited are incorporated in Hong Kong. As of 15 April 2025, CNMIL holds 17,393,590 shares, equivalent to 86.97% of the Company’s total issued share capital. As described in note 18, the Company holds an investment in a joint venture. CNMIL prepares consolidated financial statements of the Group of which Grand Harbour Marina p.l.c. forms part.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 87 31 Related parties (continued) 31.2 Related party relationships, transactions and balances Companies forming part of the CNMIL Group are considered by the directors to be related parties as these companies are ultimately owned by CNMIL and First Eastern (Holdings) Limited. The transactions and balances with such parties were as follows:

| 2024 | 2023
| €000 | €000
First Eastern (Holdings) Limited |  |
Balance receivable at 1 January | 75 | 37
Recharge of expenses (see note 22.1) | 39 | 38
Cash received | (75) | -
Balance receivable at 31 December (see note 22.1) | 39 | 75
Camper & Nicholsons Marina Investments Limited |  |
Principal in respect of loan note 3 (see note 20.2) | 2,250 | 2,250
Principal received during the year | (1,200) | -
Interest accrued during the year | 96 | 101
Interest received during the year | (96) | (101)
Balance receivable at 31 December | 1,050 | 2,250
Camper & Nicholsons Marinas Limited |  |
Balance payable at 1 January | (88) | (41)
Recruitment and operational service fees | (303) | (111)
Sales and marketing fees | (45) | (43)
Management, finance and other related services and expenses | (10) | (11)
Cash paid | 168 | 118
Balance payable at 31 December (see note 27.1) | (278) | (88)
Balance receivable at 1 January | 2,465 | 2,682
Principal received during the year | (2,465) | (247)
Interest accrued at beginning of the year | 30 | 73
Interest accrued during the year | 88 | 124
Interest received during the year | (118) | (167)
Balance receivable at 31 December | - | 2,465
Net (payable)/ receivable at 31 December | (278) | 2,377
Camper & Nicholsons Marinas International Limited |  |
Balance payable at 1 January | (57) | (52)
Royalty fees as per Trade-Mark License Agreement | (115) | (57)
Cash paid | 57 | 52
Balance payable at 31 December (see note 27.1) | (115) | (57)

31.3 Transactions with key management personnel Other than the remuneration payable to the directors (see note 11.1), there were no other transactions with key management personnel. CEO remuneration is borne by a related party.
Grand Harbour Marina p.l.c. Notes to the financial statements For the Year Ended 31 December 2024 88 32 Subsequent events No significant events have taken place since the financial reporting date that would have otherwise required adjustment to or disclosure in these financial statements.
Deloitte Audit Limited is a limited liability company registered in Malta with registered office at Deloitte Place, Triq L-Intornjatur, Central Business District, CBD 3050, Malta. Deloitte Audit Limited forms part of Deloitte Malta. Deloitte Malta consists of (i) Deloitte, a civil partnership regulated in terms of the laws of Malta, constituted between limited liability companies, operating at Deloitte Place, Triq L-Intornjatur, Zone 3, Central Business District, Birkirkara CBD 3050, Malta and (ii) the affiliated operating entities: Deloitte Advisory and Technology Limited (C23487), Deloitte Audit Limited (C51312), Deloitte Corporate Services Limited (C103276) and Deloitte Tax Services Limited (C51320), all limited liability companies registered in Malta with registered offices at Deloitte Place, Triq L-Intornjatur, Zone 3, Central Business District, Birkirkara CBD 3050, Malta. Deloitte Corporate Services Limited is authorised to act as a Company Service Provider by the Malta Financial Services Authority. Deloitte Audit Limited is authorised to provide audit services in Malta in terms of the Accountancy Profession Act. Deloitte Malta is an affiliate of Deloitte Central Mediterranean S.r.l., a company limited by guarantee registered in Italy with registered number 09599600963 and its registered office at Via Tortona no. 25, 20144, Milan, Italy. For further details, please visit www.deloitte.com/mt/about. Deloitte Central Mediterranean S.r.l. is the affiliate for the territories of Italy, Greece and Malta of Deloitte NSE LLP, a UK limited liability partnership and member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL, Deloitte NSE LLP and Deloitte Central Mediterranean S.r.l. do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms. For information, contact Deloitte Malta. 92 Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Grand Harbour Marina p.l.c. (the Company) and the consolidated financial statements of the Company and its subsidiaries (together, the Group), set out on pages 30 to 88, which comprise the statements of financial position of the Company and the Group as at 31 December 2024, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Company and the Group for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion, the accompanying financial statements give a true and fair view of the financial position of Grand Harbour Marina p.l.c. and the Group as at 31 December 2024, and of the Company’s and the Group’s financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) as adopted by the European Union and have been properly prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants including International Independence Standards (IESBA Code), as applicable to audits of financial statements of public interest entities, together with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive (Maltese Code) that is relevant to our audit of the financial statements of public interest entities in Malta. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code and the Maltese Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit, we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A(1) of the Maltese Accountancy Profession Act (Cap. 281). Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. The key audit matter described below pertains to the audit of both the individual and the consolidated financial statements. This matter was 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 this matter. Deloitte Audit Ltd. Deloitte Place, Triq L-Intornjatur, Zone 3, Central Business District, Birkirkara CBD 3050, Malta Tel: +356 2343 2000, 2134 5000 Fax: +356 2134 4443, 2133 2606 info@deloitte.com.mt www.deloitte.com/mt Company Ref No: C51312 VAT Reg No: MT2013 6121 Exemption number: EXO2155 Independent auditor’s report to the members of Grand Harbour Marina p.l.c.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 93 Report on the Audit of the Financial Statements (continued) Key Audit Matters (continued) Recoverability of the investment in joint venture in both the individual and the consolidated financial statements Under IFRSs, at each reporting date, the Company and Group are required to review the carrying amounts of its non-financial assets to determine whether there are any indications of impairment. If any such indications exist, then the asset’s recoverable amount is determined. An impairment loss is the amount by which the carrying amount of the investment exceeds its recoverable amount. As at 31 December 2024, the carrying amount of the investment in IC Cesme Marina Yatirim, Turizm ve Isletmeleri Anonim Sirketi ("IC Cesme") amounted to EUR2.17 million in the individual financial statements of the Company (measured at cost), and EUR11.4 million in the consolidated financial statements (measured using the equity method). The economic risks associated with the jurisdiction where this joint venture is established constituted a triggering event in terms of International Accounting Standard 36 - Impairment of Assets as at 31 December 2024. The directors have tested the investment to determine whether the recoverable amount is at least equal to its carrying amounts in the individual financial statements of the Company and in the consolidated financial statements. As described in note 18.4 to the financial statements, in assessing impairment, the directors estimate the recoverable amount of the Company’s and the Group’s investment in IC Cesme based on expected discounted future cash flows. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. Significant judgement is involved in determining the recoverable amount of this investment, primarily as that evaluation includes the assessment of key assumptions underlying the recoverable amount, namely, in relation to the projected EBITDA, the inflationary growth rate, the capitalisation rate, the weighted average cost of capital and the exit yield applied. Our audit procedures included: • Evaluating the design and implementation of key controls over the Company and the Group’s impairment assessment process; • Using an internal valuation specialist to assist us in evaluating the year-end impairment methodology and review and challenge the key inputs and assumptions used by the Company and the Group, which included performing sensitivity analyses of these key inputs and assumptions in the impairment testing calculations; • Obtaining and reviewing available supporting evidence to corroborate the data inputs in the impairment testing calculations; • Reviewing the impairment testing calculations for reasonability, mathematical accuracy and consistency. The Company’s and the Group’s disclosures about the recoverability of the investment in joint venture are set out in note 18 to the financial statements, which explains that the directors have assessed that the estimated recoverable amount of the investment in joint venture, exceeds its carrying amount at both Company and Group level. We assessed the adequacy of the Company’s and the Group’s disclosures included in note 18 to the financial statements about the assumptions to which the outcome of the impairment test is most sensitive, that is, those that have the most significant effect on the determination of the recoverable amount of the investment in joint venture.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 94 Report on the Audit of the Financial Statements (continued) Other Information The directors are responsible for the other information. The other information comprises the General information, the Chairman’s Statement, the Directors’ Report, the Statement of Directors’ responsibilities, the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance, Other Disclosures in terms of the Capital Market rules and the Remuneration Report required under Rule 12.26K of the Capital Markets Rules, which we obtained prior to the date of this auditor’s report. However, the other information does not include the individual and consolidated financial statements, our auditor’s report and the relevant tagging applied in accordance with the requirements of the European Single Electronic Format, as defined in our Report on Other Legal and Regulatory Requirements. Except for our opinions on the Directors’ Report in accordance with the Maltese Companies Act (Cap. 386) and on the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance and on the Remuneration Report 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 Directors’ Report includes the disclosure requirements of Article 177 of the Companies Act (Cap. 386), and the statement required by Rule 5.62 of the Capital Markets Rules on the Company’s and the Group’s ability to continue as a going concern. In accordance with the requirements of sub-article 179(3) of the Maltese Companies Act (Cap. 386) in relation to the Directors’ Report on pages 5 to 11, in our opinion, based on the work undertaken in the course of the audit: • the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with those financial statements; and • the Directors’ Report has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company, the Group and their environment obtained in the course of the audit, we have not identified any material misstatements in the Directors’ Report.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 95 Report on the Audit of the Financial Statements (continued) Responsibilities of the Directors and the Audit Committee for the Financial Statements As explained more fully in the Statement of Directors’ responsibilities on page 12, the directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the IASB as adopted by the European Union and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as they 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 and the Group’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 and/or the Group or to cease operations, or have no realistic alternative but to do so. The directors have delegated the responsibility for overseeing the Company’s and the Group’s financial reporting process to the Audit Committee. Auditor’s 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 auditor’s 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 and the Group or on the efficiency or effectiveness with which the directors have conducted or will conduct the affairs of the Company and the Group. The financial position of the Company and/or the Group 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 and the Group’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/or the Group, 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 and/or the Group. 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/or the Group and to identify any facts or circumstances that may be materially relevant thereto.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 96 Report on the Audit of the Financial Statements (continued) Auditor’s Responsibilities for the Audit of the Financial Statements (continued) 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. • 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 and the Group’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 and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and/or the Group to cease to continue as a going concern. Accordingly, in terms of generally accepted auditing standards, the absence of any reference to a material uncertainty about the Company’s and/or the Group’s ability to continue as a going concern in our auditor’s report should not be viewed as a guarantee as to the Company’s and/or the Group’s ability 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. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. 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.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 97 Report on the Audit of the Financial Statements (continued) Auditor’s Responsibilities for the Audit of the Financial Statements (continued) 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, related safeguards. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the individual and consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on compliance of the Annual Financial Report 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”) Pursuant to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority, we have undertaken a reasonable assurance engagement in accordance with the requirements of the Accountancy Profession (European Single Electronic Format) Assurance Directive issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281), hereinafter referred to as the “ESEF Directive 6”, on the annual financial report of the Company and the Group for the year ended 31 December 2024, 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 the ESEF RTS, the “Annual Financial Report” comprises the Directors’ Report, the Statement of Directors’ responsibilities, the Corporate Governance Statement of Compliance, the annual financial statements, the prescribed disclosures of material contracts, General Company Information, and the Independent auditor’s report, as set out in Capital Markets Rules 5.55. 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 consolidated financial statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS, • designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial Report that is free from material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error,
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 98 Report on Other Legal and Regulatory Requirements (continued) Report on compliance of the Annual Financial Report 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”) (continued) and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic reporting format. Auditor’s responsibilities for the Reasonable Assurance Engagement Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tags therein comply, in all material respects, with the ESEF RTS, based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6. The nature, timing and extent of procedures we performed, including the assessment of the risks of material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error, were based on our professional judgement and included: • Obtaining an understanding of the Company’s and the Group’s internal controls relevant to the financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls. • Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS. • Examining the information in the Annual Financial Report to determine whether all the required tags therein have been applied and evaluating the appropriateness, in all material respects, of the use of such tags in accordance with the requirements of the ESEF RTS. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable assurance opinion. Reasonable Assurance Opinion In our opinion, the Annual Financial Report for the year ended 31 December 2024 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. This reasonable assurance opinion only covers the transfer of the information in the Annual Financial Report into a single electronic reporting format as required by the ESEF RTS, and therefore does not cover the information contained in the Annual Financial Report.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 99 Report on Corporate Governance Statement of Compliance Pursuant to Rule 5.94 of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are required to include in the Company’s Annual Financial Report a Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance explaining the extent to which they have adopted the Code of Principles of Good Corporate Governance set out in Appendix 5.1 to Chapter 5 of the Capital Markets Rules, and the effective measures that they have taken to ensure compliance with those principles. The Corporate Governance Statement of Compliance is to contain at least the information set out in Rule 5.97 of the Capital Markets Rules. 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 Corporate Governance Statement of Compliance in the Company’s Annual Financial Report. We read the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for our report if we become aware of any information therein that is materially inconsistent with the financial statements or our knowledge obtained in the audit, or that otherwise appears to be materially misstated. We also review whether the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance contains at least the information set out in Rule 5.97 of the Capital Markets Rules. We are not required to, and we do not, consider whether the directors’ statements on internal control 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 Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance set out on pages 13 to 24 has been properly prepared in accordance with the requirements of Rules 5.94 and 5.97 of the Capital Markets Rules. Report on Remuneration Report Pursuant to Rule 12.26K of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are required to draw up a Remuneration Report, whose contents are to be in line with the requirements listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. Our responsibility is laid down by Rule 12.26N of the Capital Markets Rules, which requires us to check that the information that needs to be provided in the Remuneration Report, as required in terms of Chapter 12 of the Capital Markets Rules, including Appendix 12.1, has been included. In our opinion, the Remuneration Report set out on pages 27 to 29 includes the information that needs to be provided in the Remuneration Report in terms of the Capital Markets Rules. Matters on which we are required to report by exception under the Companies Act Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion: • Proper accounting records have not been kept; • Proper 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 been unable to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purpose of our audit. We have nothing to report to you in respect of these responsibilities.
Independent auditor’s report (continued) to the members of Grand Harbour Marina p.l.c. 100 Auditor tenure We were first appointed by the members of the Company to act as statutory auditor of the Company and the Group for the financial year ended 31 December 2021. The period of total uninterrupted engagement as statutory auditor including previous reappointments of the firm is 4 financial years. 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. The audit was drawn up on 15 April 2025 and signed by: John Debattista as Director in the name and on behalf of Deloitte Audit Limited Registered auditor Central Business District, Birkirkara, Malta