GOLDEN TRIANGLE P.L.C.

Annual Financial Report and Financial Statements

For the period ended 31 December 2025

Company registration number C 112217

Contents

Directors’ report

The directors present their report of Golden Triangle P.L.C. (the “Company”), for the period ended 31 December 2025.

Principal activities

The principal activity of the Company is to finance the ownership, development and operation of hotels, and other real estate, forming part of the Gilded Triumvirate Group, of which it is a member.

The Company is essentially a special purpose vehicle set up for financing transactions of the Gilded Triumvirate Group. The Company raised funds through the issuance of bonds, which are listed on the Malta Stock Exchange and are guaranteed by Gilded Triumvirate LP. The proceeds from this bond issue were advanced to Gilded Triumvirate LP and another subsidiary company.

Review of the business

By virtue of the prospectus dated 6 June 2025, the company issued for subscription to the general public 420,000 bonds with a nominal value of €100 per bond issued at par, for a total amount of €42 million. The bonds are subject to a fixed interest rate of 5.3% per annum, payable annually in arrears on 4 July of each year. The bonds are guaranteed by Gilded Triumvirate LP, the Company’s parent entity.  The proceeds from the bond issue were advanced to the parent entity, Gilded Triumvirate LP and to a fellow subsidiary, GT Hotel Owner LLC, by way of two loans dated 6 June 2025. These loans are subject to a fixed interest rate of 5.55% per annum paid annually and the principal amount is repayable by not later than 15 days before the redemption date of the bond.

During the period under review, the Company registered a profit of €7,802. The Company’s financial position as at 31 December 2025 is set out in the statement of financial position.

Guarantor’s performance for 2025

The consolidated financial statements of Gilded Triumvirate LP, the guarantor of the bonds issued by the company, show a net asset position of €47.3 million as at 31 December 2025. 

The Guarantor’s consolidated financial results for the year ended 31 December 2025 show a profit after tax of €0.6 million. 

Results and dividends

The financial results of the Company are set out in the statement of comprehensive income.  The directors do not recommend payment of dividend. The directors propose that the balance of retained earnings amounting to €7,802 be carried forward to the next financial year.

Directors

The following have served as directors of the Company:

Mr Charles Borg

Mr Abdulaziz al Humaidhi

Mr Ravi Raghunathan

Mr Simon Naudi

Mr Michael Warrington

In accordance with the Company’s Articles of Association, the present directors remain in office.

Events after the end of the reporting period

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.

Future developments

The Company intends to continue acting as a finance company on behalf of its parent entity, Gilded Triumvirate.

Risk and uncertainties

The main risk of the Company is that Gilded Triumvirate LP, as borrower, does not repay its loans and interest. The Directors of the Company are provided with oversight of Gilded Triumvirate LP’s cash flow forecasts on a regular basis enabling them to monitor the evolution of these cash flows. The most significant financial risks as well as risk management policies are included in Note 16 of these financial statements.

Going concern statement pursuant to Capital Markets Rule 5.62

After making due enquiries, the directors have a reasonable expectation, at the time of approving the financial statements, that the Company has adequate resources to continue in operational existence for the foreseeable future.  For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

Furthermore, the Boards of Directors of Golden Triangle p.l.c. are comfortable with the state and performance of the guarantor and the guarantor’s ability and commitment to support the Company if the need arises.

Statement of directors’ responsibilities

The directors are required by the Maltese Companies Act (Cap. 386), to prepare financial statements which give a true and fair view of the state of affairs of the company as at the end of each reporting period and of the profit or loss for that period. 

In preparing the financial statements, the directors are responsible for:

The directors are also responsible for designing, implementing and maintaining 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, and that comply with the Maltese Companies Act (Cap. 386).  They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

The financial statements of Golden Triangle p.l.c. for the period ended 31 December 2025 are included in the Annual Financial Report 2025, which is made available on the Company’s website. The directors are responsible for the maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the controls over, and the security of, the website.  Access to information published on the organisation’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

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

Signed on behalf of the Board of Directors on 28 April 2026 by Charles Borg (Chairman) and Simon Naudi (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Registered Office:

22, Europa Centre

John Lopez Street

Floriana FRN 1400

Malta

Statement by the directors on the financial statements and other information included in the annual financial report

Pursuant to Capital Markets Rule 5.68, we, the undersigned, declare that to the best of our knowledge, the financial statements included in the Annual Financial Report, and prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Company, and that this report includes a fair review of the development and performance of the business and position of the Company, together with a description of the principal risks and uncertainties that it faces.

Directors’ statement of compliance with the Code of Principles of Good Corporate Governance

Listed companies are subject to The Code of Principles of Good Corporate Governance (the “Code”). The adoption of the Code is not mandatory, but listed companies are required under the Capital Markets Rules issued by MFSA to include a Statement of Compliance with the Code in their Annual Financial Report, accompanied by a report of the independent auditor.

The board of directors (the “directors” or the “board”) of Golden Triangle P.L.C. (the “Company”) restate their support for the Code and note that the adoption of the Code has resulted in positive effects to the Company.

The board considers that during the reporting period, the Company has been in compliance with the Code to the extent that was considered adequate with the size and operations of the Company. Instances of divergence from the Code are disclosed and explained below.

COMPLIANCE WITH THE CODE

Principles 1 and 4: The board

The board of directors is entrusted with the overall direction and management of the Company, including the establishment of strategies for future development, and the approval of any proposed acquisitions by the Company in pursuing its investment strategies.

Its responsibilities also involve the oversight of the Company’s internal control procedures and financial performance, and the review of business risks facing the Company, ensuring that these are adequately identified, evaluated, managed and minimised. All the directors have access to independent professional advice at the expense of the Company, should they so require.

Further to the relevant section in Appendix 5.1 to the Capital Markets Rules the board of directors acknowledge that they are stewards of the Company’s assets and their behaviour is focused on working with management to enhance value to the shareholders.

The board is composed of persons who are fit and proper to direct the business of the Company with the shareholders as the owners of the Company.

All directors are required to:

In terms of Capital Markets Rules 5.117 – 5.134 the board has established an Audit Committee to monitor the Company’s present and future operations, threats and risks in the external environment and current and future strengths and weaknesses. The Audit Committee ensures that the Company has the appropriate policies and procedures in place to ensure that the Company and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business and ethical standards. The Audit Committee has a direct link to the board and is represented by the Chairman of the Audit Committee in all board meetings.

The Audit Committee’s primary objective is to assist the board in fulfilling its oversight responsibilities over the financial reporting processes, financial policies and internal control structure. The committee is made up of a majority of non-executive directors and reports directly to the board of directors. The committee oversees the conduct of the internal and external audits and acts to facilitate communication between the board, management and, upon the direct request of the Audit Committee, the internal audit team and the external auditor.

During the period under review, the committee met once. The number of Audit Committee meetings attended by members for the period under review is as follows:

Mr Michael Warrington, a non-executive director, acts as Chairman, whilst Mr Charles Borg and Mr Simon Naudi act as members. Mr Stephen Bajada acts as secretary to the committee.

The board of directors, in terms of Capital Markets Rule 5.118, has indicated Mr Michael Warrington as the independent non-executive member of the Audit Committee who is considered to be competent in accounting and/or auditing in view of his considerable experience at a senior level in the banking field.

The Audit Committee is also responsible for the overview of the internal audit function. The role of the internal auditor is to carry out systematic risk-based reviews and appraisals of the operations of the Company (as well as of the subsidiaries and associates of the Group) for the purpose of advising management and the board, through the Audit Committee, on the efficiency and effectiveness of management policies, practices and internal controls. The function is expected to promote the application of best practices within the organisation.

The directors are fully aware that the close association of the Company with Gilded Triumvirate LP and its other subsidiaries is central to the attainment by the Company of its financing objectives and implementation of its strategies. The Audit Committee ensures that transactions entered into with related parties are carried out on an arm’s length basis and are for the benefit of the Company, and that the Company and its subsidiaries accurately report all related party transactions in the notes to the financial statements.

Pursuant to Articles 16 and 17 of Title III of the provisions of the Statutory Audit Regulations, the Audit committee has been entrusted with overseeing the process of appointment of the statutory auditors or audit firms.

Principle 2: Chairman and chief executive

The role of Chairman of the Board of Directors is carried out by Charles Borg, an independent, non-executive director. The role of Chief Executive Officer is carried out by Simon Naudi.

The Chairman is responsible to:

Principle 3: Composition of the board

The board of directors consists of one executive director and four non-executive directors. The present mix of executive and non-executive directors is considered to create a healthy balance and serves to serve all shareholders’ interests, whilst providing direction to the Company’s management to help maintain a sustainable organisation.

The non-executive directors constitute a majority on the board and their main functions are to monitor the operations of the executive director and his performance as well as to ensure that the Company meets its parent financing requirements and the servicing of such debt. In addition, the non-executive directors have the role of acting as an important check on the possible conflicts of interest of the executive director, which may exist as a result of his dual role as executive director of the Company and his role as officer of the Company’s parent entity, Gilded Triumvirate LP, and its other subsidiaries.

For the purpose of Capital Markets Rules 5.118 and 5.119, Mr Charles Borg and Mr Michael Warrington are the non-executive directors who are deemed independent. Each director is mindful of maintaining independence, professionalism and integrity in carrying out his duties, responsibilities and providing judgement as a director of the Company.

The board considers that none of the independent directors of the Company:

Each of the Directors hereby declares that he undertakes to:

The board is made up as follows:

Mr Stephen Bajada acts as secretary to the board of directors.

In accordance with Article 93 of the Articles of Association, the term of office of the directors lapses at the Annual General Meeting at which point the Shareholders are expected to present a resolution at this meeting to re-confirm the current directors for a further term of one (1) year.

Principle 5: Board meetings

In the seven-month period since incorporation, the board met twice. The number of board meetings attended by directors for the period under review is as follows:

Principle 6: Information and professional development

The Company ensures that it provides directors with relevant information to enable them to effectively contribute to board decisions. The Company is committed to provide adequate and detailed induction training to directors who are newly appointed to the Board. The Company pledged to make available to the directors all training and advice as required.

Principle 9: Relations with shareholders and with the market

The Company is highly committed to having an open and communicative relationship with its bondholders and investors. In this respect, over and above the statutory and regulatory requirements relating to the Annual General Meeting, the publication of interim and annual financial statements, the Company seeks to address the diverse information needs of its bondholders and investors by providing the market with regular, timely, accurate, comparable and comprehensive information. 

Principle 10: Shareholders

The Company ensures that it is constantly in close touch with its shareholders. The Company is aware that the shareholders have the knowledge and expertise to analyse market information and make their independent and objective conclusions of the information available.

The shareholders are expected to give due weight to relevant factors drawn to their attention when evaluating the Company’s governance arrangements in particular those relating to board structure and composition and departure from the Code of Corporate Governance.

Principle 11: Conflicts of interest

The directors are fully aware of their obligations regarding dealings in securities of the Company as required by the Capital Markets Rules in force during the year.  Moreover, they are notified of blackout periods, prior to the issue of the Company’s interim and annual financial information, during which they may not trade in the Company’s bonds.

None of the other Directors of the Company have any interest in the shares of the Company or the Company’s subsidiaries or investees or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered into during this financial year.

Principle 12: Corporate social responsibility

The Company understands that it has an obligation towards society at large to put into practice sound principles of Corporate Social Responsibility (CSR). This responsibility is carried out by its parent entity, Gilded Triumvirate.

NON-COMPLIANCE WITH THE CODE

Principle 7: Evaluation of the board’s performance

Under the present circumstances, the board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the 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. The Board shall retain this matter under review over the coming year.

Principle 8: Committees

The Board of directors considers that the size and operation of the Company do not warrant the setting up of a remuneration committee. Given that the Company does not have any employees of its own and save for the remuneration of the independent non-executive directors, the Company does not pay any remuneration to any of its directors. Remuneration of the latter board of directors is determined by the shareholders in accordance with the Memorandum and Articles of Association. Thus, it is not considered necessary for the Company to appoint a remuneration committee.

The Board does not consider it necessary to appoint a nomination committee. Appointments to the board of directors are determined by the shareholders of the Company in accordance with the Memorandum and Articles of Association. The Company considers that the members of the Board possess the level of skill, knowledge and experience expected in terms of the Code. Notwithstanding this, the Board intends to keep under review the matter relating to the setting up of a nomination committee.

Other disclosures in terms of Capital Markets Rules

Statement by the directors pursuant to Capital Markets Rule 5.70.1

Contracts of significance with parent entity

In 2025, the Company provided its parent entity, Gilded Triumvirate LP and a fellow subsidiary, GT Hotel Owner LLC, with two loans, the funds of which were obtained through a bond issued on the Malta Stock Exchange.

Pursuant to Capital Markets Rule 5.70.2

General Meetings

The general meeting is the highest decision making body of the Company and is regulated by its Articles of Association. Both shareholders registered on the register of members of the Company on a particular record date are entitled to attend and vote at general meetings. A general meeting is called by thirty days’ notice, which notice must specify the place, day and hour of the meeting, and in case of extraordinary business, the general nature of that business, and shall be accompanied by a statement regarding the effect and scope of such extraordinary business.

The quorum of shareholders required is not less than fifty-one per cent (51%) of the nominal value of the share capital in respect of which holders thereof are entitled to attend and vote at the meeting. Voting at any general meeting takes place by a show of hands or a poll where this is demanded. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands each shareholder is entitled to one vote and a poll e ach shareholder is entitled to one vote for each share carrying vote rights of which he is a holder. Shareholders who cannot participate in the general meeting may appoint a proxy by written notification to the Company in accordance with the Articles of Association of the Company. The instrument of proxy shall be in such form as to allow the shareholder appointing a proxy to indicate how he/ she would like his proxy vote in relation to each resolution. The instrument appointing the proxy shall be deemed to confer authority to demand or join in demanding a poll insofar as the appointed proxy attends the meeting or any adjournment thereof.

Company secretary and registered office

Stephen Bajada

22 Europa Centre, Floriana FRN 1400, Malta

Telephone (+356) 21 233 141

Statement of total comprehensive income

The notes to the financial statements are an integral part of these financial statements.

Statement of financial position

The notes to the financial statements are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 28 April 2026. The financial statements were signed on behalf of the Board of Directors by Mr Charles Borg (Chairman) and Mr Simon Naudi (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report

Statement of changes in equity

The notes to the financial statements are an integral part of these financial statements

Statement of cash flows

The notes to the financial statements are an integral part of these financial statements.

Notes to the financial statements

1.      General information

Golden Triangle P.L.C. (the ‘Company') is a public limited company incorporated on 5 June 2025 and domiciled in Malta. The address of the company’s registered office and principal place of business is 22, Europa Centre, Floriana, FRN 1400, Malta. The Company is owned as to 75% by Gilded Triumvirate LP with its registered address 171 Main Street, PO Box 92, Road Town, Tortola, VG1110, British Virgin Islands and 25% by IHI Bond Issuer BH Limited with its registered address 22, Europa Centre, Triq John Lopez, Floriana, Malta. The ultimate controlling party is GCIP Holdings II LLC with its registered address 251 Little Falls Drive, Wilmington, Delaware 19808, United States.

2.      Nature of operations

The principal activity of Golden Triangle P.L.C. is to finance the ownership, development, operation and financing of hotels and real estate forming part of the Gilded Triumvirate LP group, of which it is a member.

3.      Summary of material accounting policies

This note provides a list of the material accounting policies adopted in the preparation of these financial statements.

3.1     Basis of preparation

The company was incorporated on 5 June 2025, therefore the financial statements have been prepared for a period of 7 months from 5 June 2025 to 31 December 2025.

These financial statements, covering the financial period from the date of incorporation to 31 December 2025 are prepared in accordance with the requirements of International Financial Reporting Standards (IFRS) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). These financial statements have been prepared under the historical cost basis, unless otherwise stated in the accounting policies.

The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires directors to exercise their judgement in the process of applying the Company’s accounting policies (see Note 4 – Critical accounting estimated and judgements).

The individual financial statements of the Company are incorporated in the group financial statements of Gilded Triumvirate L.P., the immediate parent. These consolidated financial statements are prepared in accordance with IFRS and are available for public use.

New standards and interpretations not yet adopted

Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are not yet effective for the Company’s current accounting period.

The Company has not early adopted these revisions to the requirements of IFRSs as adopted by the EU, and the Directors are of the opinion that there are no requirements which will have a material impact on the Company’s financial statements in the period of initial application, other than what is described below.

IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (effective for annual periods beginning on or after 1 January 2027

IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026 and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, particularly those related to the statement of financial performance. IFRS 18 will also require the disclosure of management-defined performance measures within the financial statements.

Management is currently assessing the implications of applying IFRS 18 on the Company’s financial statements.

The new standard will be applicable from its mandatory effective date of 1 January 2027, with retrospective application, meaning that comparative information will be restated to reflect the new presentation and disclosure requirements introduced.

3.2     Functional and presentation currency

The company’s financial results and financial position are measured in euro, which is both the functional and presentation currency. The euro is the currency of the primary economic environment in which the company operates and the currency in which the company’s share capital is denominated .

3.3   Finance income and costs

Finance income and costs are recognised in profit or loss for all interest-bearing instruments as it accrues using the effective interest rate method.

Finance income and costs are recognised as they accrue, unless collectability is doubtful.

3.4     Financial assets

3.4.1   Classification

The company classifies its financial assets in the following measurement category:

The classification of debt instruments depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

The Company reclassifies debt investments when and only when its business model for managing those assets changes.

3.4.2   Recognition and derecognition

The Company recognises a financial asset in its statement of financial position when it becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

3.4.3   Measurement

At initial recognition, the Company measures a financial asset at its fair value.

Debt instruments

Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. The Company’s debt instruments principally comprise loans and advances to other undertakings.

The Company classifies its debt instruments using the following measurement category:

3.4.4   Impairment

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Company’s financial assets are subject to the expected credit loss model.

At each reporting date, the company assesses whether financial assets carried at amortized cost are credit impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flow of the financial asset have occurred. Evidence that a financial asset is credit impaired includes observable data such as significant financial difficulty of the borrower or issuer, or a breach of contact such as a default or being more than 90 days past due.

Loss allowance for financial assets measured at amortized cost are deduced from the gross carrying amount of the assets.

3.4.5   Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes deposits held at call with financial institutions.

3.4.6   Receivables

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

3.5     Financial liabilities

The Company recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The company derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.

3.5.1   Payables

These amounts represent liabilities for goods and services provided to the company prior to the end of financial period which are unpaid.  Payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.  They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

3.5.2   Borrowings

Borrowings consisting of bonds in issue are recognised initially at the fair value of proceeds received. They are subsequently carried at amortised cost.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

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

3.6     Income tax

The income tax expense for the year is the tax payable on the current year’s taxable income based on the current laws of Malta adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Current tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In the latter case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

4.      Critical accounting estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies.

The company has committed to finance the parent and a related subsidiary by distributing the funds received from the bond via a loan; refer to Note 8. Judgements are made to assess the market related rate of these loan commitments, the expected credit loss on default and the probability of default.

Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

In the opinion of the directors, the accounting estimates and judgements made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.

5.      Finance income and costs

Finance income and costs consist of the following:

6.      Expenses by nature

Auditor’s fees

Fees charged by the auditor for services rendered during the financial period ended 2025 relate to the following:

During the current period, fees in relation to non-assurance services amounting to € 1,000 have been charged by connected undertakings of the Company’s auditor.

7.      Tax expense

The relationship between the expected tax expense based on the effective tax rate of the Company at 35% and the tax expense actually recognised in the statement of total comprehensive income can be reconciled as follows:

8.      Loans receivable

Terms

Non-current

The loans to parent and to the fellow subsidiaries amount to €16.3m and €24.2m respectively are unsecured, bear interest at 5.55% per annum payable annually and principal is repayable by not later than 15 days before the redemption date of the bond.

9.      Other receivables

The amounts owed by parent entity are unsecured, interest free and repayable on demand.

10.      Cash and cash equivalents

Cash and cash equivalents in the statement of financial position and statement of cash flows include the following component:

11.      Share capital

The share capital of Golden Triangle P.L.C. consists of fully paid ordinary shares with a par value of €1 each. Ordinary “A” shares are eligible to receive dividends, whereas Ordinary “B” shares are not eligible to receive dividends. Otherwise, all shares are equally eligible for voting and for repayment of capital and at the shareholders’ meeting of Golden Triangle P.L.C.

12.      Bond in issue

By virtue of the Prospectus dated 6 June 2025, the company issued for subscription by the general public 420,000 bonds for an amount of €42 million.  The bonds have a nominal value of €100 per bond and have been issued at par. The bonds are subject to a fixed interest rate of 5.3% per annum payable annually in arrears on 4 July of each year. 

The bonds are redeemable at par (€100 for each bond) and at the latest are due for redemption on 4 July 2030, unless previously purchased for cancellation by the issuer. 

Gilded Triumvirate LP, the guarantor, is jointly and severally with the company guaranteeing the repayment of the nominal value of the bonds on the redemption date and of the interest amounts of the bonds on each interest payment date. The guarantor irrevocably and unconditionally guarantees the due and punctual performance of all the obligations undertaken by the company under the bonds.

The bond issue costs on the bonds have been borne by the parent entity. 

The bonds have been admitted to the Official List of the Malta Stock Exchange on 4 July 2025.  The quoted market price of the bonds at 31 December 2025 was €100.95, which in the opinion of the directors fairly represented the fair value of these financial liabilities.

At the end of the reporting period, bonds having a face value of €75,000 were held by company directors and persons closely associated with them. Refer also to Note 15.3.

13.      Payables

Payables recognised in the statement of financial position can be analysed as follows:

The carrying value of these financial liabilities is considered a reasonable approximation of fair value.

14.      Cash flow adjustments and changes in working capital

The following non-cash flow adjustments and adjustments for changes in working capital have been effected to profit before tax to arrive at operating cash flows:

15.      Related party transactions

The Company’s related parties include its parent entity, fellow subsidiaries, key management personnel (the directors) and all other parties forming part of the Gilded Triumvirate LP group.

Unless otherwise stated, none of the transactions incorporates special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.

15.1   Transactions with key management personnel

Other than the remuneration paid to the directors included in Note 6, there were no other transactions with key management personnel.

15.2   Transactions with parent entity and fellow subsidiaries

Transactions with the parent entity and fellow subsidiaries are included in note 5 whilst balances are shown separately in Notes 8, 9  and 13.

15.3   The individual Directors’ holdings in the bonds were as follows:

As at 31 December 2025, Mr Simon Naudi held 75,000 units in the Golden Triangle P.L.C. 5.3% secured bonds 2030. Refer also to Note 12.

16.      Financial instruments risk

Risk management objectives and policies

The company’s activities potentially expose it to a variety of financial risks: market risk (including fair value interest rate risk), credit risk and liquidity risk. The company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the company’s financial performance. The Board provides principles for overall risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. 

The company did not make use of derivative financial instruments to hedge certain risk exposures during the current and preceding financial years. 

16.1   Credit risk

Credit risk primarily arises from loans receivable from the parent entity and subsidiary companies, other receivables and cash and cash equivalents.    

The maximum credit exposure to credit risk at the end of the reporting period in respect of the company’s financial assets is equivalent to their carrying amount, which is analysed as follows: 

The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The company does not hold any collateral in this respect.

Cash and cash equivalents 

The company’s cash and cash equivalents are held with local financial institutions with high quality standing or rating and are due to be settled on demand. Management considers the probability of default to be very low as the financial institutions have a strong capacity to meet their contractual obligations in the near term.  As a result, while cash and cash equivalents are subject to the impairment requirements of IFRS 9, the identified impairment loss is insignificant.

Loans and related interest receivable from parent entity and fellow subsidiary

The company’s receivables mainly include loans and advances to the company’s parent and fellow subsidiary together with the related interest thereon. The company monitors intra-group credit exposures at individual entity level on a regular basis and ensures timely performance of these assets in the context of overall Group liquidity management. The company assesses the credit quality of related parties taking into account financial position, performance and other factors. The company takes cognisance of the related party relationship and the directors not expect any significant losses from non-performance or default

Loans receivable from parent entity and fellow subsidiary are categorised as Stage 1 for IFRS  9 purposes (i.e. performing) in view of the factors highlighted above. The group which the company forms part of has invested in what management consider to be high-yield assets which has led management to assess the probability of default within the ECL calculation to be insignificant.

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

16.2   Liquidity risk

The company is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally the bonds issued to the general public and other payables (refer to Notes 12 and 13 respectively).  Prudent liquidity risk management includes maintaining sufficient cash and liquid assets to ensure the availability of an adequate amount of funding to meet the company’s obligations.

The company’s liquidity risk is managed actively by ensuring that cash inflows arising from expected maturities of the company’s advances to the parent entity and fellow subsidiary effected out of the bond issue proceeds, together with any related interest receivable, match the cash outflows in respect of the company’s bond borrowings, covering principal and interest payments as reflected in the table below.

The following table analyses the company’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the tables below are the contractual undiscounted cash flows. 

The above amounts reflect the contractual undiscounted cash flows, which may differ from the carrying values of the liabilities at the reporting date.

16.3   Market risk

          (i)  Foreign exchange risk 

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

(ii)  Fair value interest rate risk 

In view of the nature of its operations, the company’s transactions mainly consist of earning interest income on advances effected from the proceeds of the bond issue and of servicing its borrowings. The company’s significant interest-bearing instruments, comprising advances to the parent entity and bonds issued to the general public, are subject to fixed interest rates. The company has secured a spread between the return on its investments and its cost of borrowings.  Accordingly, the company is not exposed to cash flow interest rate risk.

16.4   Fair values of financial instruments

At 31 December 2025, the carrying amounts of cash at bank, current loans receivable, other receivables, payables and accrued expenses approximated their fair values due to the nature or short-term maturity of these instruments. The fair values of the non-current interest bearing loans receivable were not significantly different from their carrying amounts at the end of the reporting period based on discounted cash flows using market interest rates prevailing at the end of the respective financial period. The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments’ contractual interest rates, are deemed observable and accordingly these fair value estimates have been categorised as Level 2 within the fair value measurement hierarchy required by IFRS 7, ‘Financial instruments: Disclosures’. Information on the fair value of the company’s bonds issued to the general public is disclosed in Note 12 to the financial statements. The fair value estimate in this respect is deemed Level 1 as it constitutes a quoted price in an active market. 

16.5    Categories of financial assets and liabilities

The carrying amounts presented in the statement of financial position relate to the following categories of financial assets and liabilities:

1 6.6    Reconciliation of liabilities arising from financing activities

17.      Capital management policies and procedures

The board’s objective is to raise funds through the issue of bonds to the general public, as may be required by the parent entity from time to time.

The Company is not subject to externally imposed capital requirements.

18.      Events after the end of the reporting period

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation for issue of these financial statements.