Annual / Quarterly Financial Statement • Jul 28, 2023
Annual / Quarterly Financial Statement
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REPORT AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2023
| CONTENTS | PAGE |
|---|---|
| Board of Directors and other officers | 1 |
| Management Report | 2 - 3 |
| Independent auditor's report | 4 - 6 |
| Consolidated statement of profit or loss and other comprehensive income | 7 |
| Consolidated statement of financial position | 8 |
| Consolidated statement of changes in equity | 9 |
| Consolidated cash flow statement | 11 |
| Notes to the consolidated financial statements | 12 - 48 |
| Board of Directors: | Ioannis Papaioannou Ellie Kioupi Marcos Panteleimon Klerides Athanasios Martinos Marina Martinou Costas Neocleous Dionysios Psallidas Petros Kotsikis |
|---|---|
| Company Secretary: | K and K Secretarial Limited |
| Independent Auditors: | Markos Drakos & Co Ltd Chartered Accountants 86 Ifigenias Street 2003 Nicosia Cyprus |
| Registered office: | Kyriakou Matsi 11, 8th floor, Nicosia 1082 Cyprus |
| Bankers: | Bank of Cyprus Public Company Ltd HSBC Plc Credit Suisse AG Natwest Bank Plc |
| Registration number: | ΗΕ394500 |
The Board of Directors presents its report and audited consolidated financial statements of the Company and its subsidiaries (together with the Company, the ''Group'') for the year ended 31 March 2023.
The principal activity of the Group is the holding of investment properties (commercial real estate assets primarily in the office sector in the United Kingdom and Switzerland) for long-term rental yields and for capital appreciation.
The Group has changed its accounting period from 30 September 2021 to 31 March 2022 to 1 April 2022 to 31 March 2023 . This was done for the purpose of the accounting period of the consolidated financial statements of the company to be the same as the accounting period of the subsidiaries of the company.
The Group's development to date, financial results and position as presented in the consolidated financial statements are not considered satisfactory and the Board of Directors is making an effort to reduce the Group's losses.
The principal risks and uncertainties faced by the Group are disclosed in notes 6, 7 and 29 of the consolidated financial statements.
The invation of Russia in the Ukraine and the extensive financial and other sanctions imposed to Russia and the United Kindom's withdrawal from the European Union may potentially have a wide impact on the economies and especially on the immovable property markets of the UK and Switzerland, the countries that the Group is operating in, which is difficult to predict.
This operating environment may have a significant impact on the Group's operations and financial position. Management is taking necessary measures to ensure sustainability of the Group's operations. However, the future effects of the current economic situation are difficult to predict and Management's current expectations and estimates could differ from actual results.
The Board of Directors does not expect any significant changes or developments in the operations, financial position and performance of the Group in the foreseeable future.
The Group is exposed to market price risk, interest rate risk, credit risk and liquidity risk from the financial instruments it holds.
The Group is exposed to debenture price risk because of investments held by the Group and classified on the consolidated statement of financial position at fair value through profit or loss. The Group is not exposed to commodity price risk.
The Group's debenture investments issued by two Russian banks that were listed in the Moscow Exchange and since the start of the war on 24 February 2022 were not traded, have been expired in October 2022. Both debentures are in defauld of capital and interest payments and the debentues have been fully impaired in the Group's financial statements.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Credit risk is the risk that one party to a financial instrument will cause o financial loss for the other party by failing to meet on obligation. Credit risk arises from contractual cash flows of debt investments carried at fair value through profit or loss (FVTPL) and deposits with bonks and financial institutions, as well as credit exposures to tenants.
Credit risk is managed on a group basis. For banks and financial institutions. the Group hos established policies whereby the majority of bank balances ore held with independently roted parties wi th a minimum roting of 'C'.
If tenants are independently roted, these ratings ore used. Otherwise, if there is no independent roting, Management assesses the credit quality of the tenant. toking into account its financial position. post experience ond other factors. Individual credit limits and credit terms ore set based on the credit quality of the tenant in accordance with limits set by the Boord of Directors. The utilisation of c redit limits is regularly monitored.
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatcl1ed position potentially enhances profitability, but con also increase the risk of losses. The Group hos procedures with the object of minimising such losses such as maintaining sufficient casl1 and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
Tl1ere were no changes in the sl1are capital of the Company during the year under review.
On l March 2023 the authorised shore capitol of the Company was increased from €743.830.792 divided into 7 43.830.792 ordinary shares of nominal value € l each to € 1.000.000.000 divided into l.000.000.000 ordinary shares of nominal value € l each by the creation of 256.169 .208 ordinary shores of nominal value €1 each.
The members of the Group's Boord of Directors as al 31 Morch 2023 and a t the date of this report ore presented on page l . All of them were members of the Board of Directors throughout the year ended 31 Morch 2023.
In accordance with the Company's Mieles of Association all Directors presently members of the Boord continue in offic e.
There were no significant changes in !lie assignment of responsibilities and remuneration of the Boord of Directors.
The Independent Auditors. Markos Drakos & Co Ltd. have expressed their willingness to continue in office and a resolution giving authority lo the Boord o f Directors to fix their remuneration will be proposed at the Annual General Meeting.
Nicosia, 26 July 2023
86 lfigeneias, 1st floor Tel: +357 22600800 Cyprus www.mdrakos.com
We have audited the consolidated financial statements of Easternmed Real Estate Capital pie (the "Company") and its subsidiaries (the "Group"), which are presented in pages 7 to 48 and comprise the consolidated statement of financial position as at 31 March 2023, and the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 March 2023, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
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 Consolidated Financial Statements" section of our report. We are independent of 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) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing 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 Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
This report, including the opinion, has been prepared for and only for the Group's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
Minas eorgi tJes Certified Public Accountant and Registered Auditor for and on behalf of Markos Drakos & Co Ltd Chartered Accountants
Nicosia, 26 July 2023
| Note | 1/04/2022- 31/03/2023 UΚ£ |
1/10/2021- 31/03/2022 UΚ£ |
|
|---|---|---|---|
| Revenue | 8 | 22.304.448 | 12.314.633 |
| Rental expenses | 9 | (4.384.035) | (1.220.979) |
| Gross profit | 17.920.413 | 11.093.654 | |
| Fair value losses on investment property Other operating income Loss from investing activities |
10 11 |
(24.699.276) 5.950 - |
- 24.293 (3.177.295) |
| Selling and distribution expenses Administration expenses Net impairment (loss)/profit on financial and contract assets |
12 | (4.855) (622.567) (23.323) |
(7.440) (287.959) 88.018 |
| Operating (loss)/profit | (7.423.658) | 7.733.271 | |
| Finance income Finance costs |
13 13 |
858.193 (930.263) |
388.345 (271.059) |
| (Loss)/profit before tax | (7.495.728) | 7.850.557 | |
| Tax | 14 | (3.226.317) | (1.797.466) |
| Net (loss)/profit for the year/period | (10.722.045) | 6.053.091 | |
| Other comprehensive income Exchange difference arising on the translation and consolidation of foreign companies' financial statements |
7.376.111 | 3.677.593 | |
| Other comprehensive income for the year/period | 7.376.111 | 3.677.593 | |
| Total comprehensive income for the year/period | (3.345.934) | 9.730.684 |
The notes on pages 12 to 48 form an integral part of these consolidated financial statements.
| Note | 31/03/2023 UK£ |
31/03/2022 UK£ |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Plant and equipment | 1.972 | 479 | |
| Right-of-use assets | 15 | 5.391.182 | 5.454.429 598.430.300 |
| Investment properties | 16 17 |
586.624.370 3.149.872 |
3.149.872 |
| Intangible assets | 595.167.396 | 607.035.080 | |
| Current assets | 4.074.156 | 3.710.661 | |
| Trade and other receivables | 19 20 |
10.541.300 | |
| Financial assets at fair value through profit or loss Cash at bank |
21 | 25.472.552 | 27.402.382 |
| 29.546.708 | 41.654.343 | ||
| 624.714.104 | 648.689.423 | ||
| Total assets | |||
| EQUITY AND LIABILITIES | |||
| Equity | 547.394.670 | 547.394.670 | |
| Share capital | 22 22 |
563.124 | 563.124 |
| Share premium | 23 | 49.897.249 | 23.690.284 |
| Other reserves Retained earnings |
4.319.148 | 15.041.193 | |
| Total equity | 602.174.191 | 586.689.271 | |
| Non-current liabilities | |||
| Borrowings | 24 | 8.445.088 | 27.924.124 |
| Lease liabilities | 25 | 5.784.361 | 5.778.045 |
| 14.229.449 | 33.702.169 | ||
| Current liabilities | |||
| Trade and other payables | 26 | 4.229.320 | 6.369.056 |
| Deferred income | 27 24 |
1.913.869 37 |
1.554.819 17.708.835 |
| Borrowings | 25 | 43.269 | 76.465 |
| Lease liabilities Current tax liabilities |
28 | 2.123.969 | 2.588.808 |
| 8.310.464 | 28.297.983 | ||
| Total liabilities | 22.539.913 | 62.000.152 | |
| 624.714.104 | 648.689.423 | ||
| Total equity and liabilities |
For the year ended 31 March 2023
| Share capital UΚ£ |
Share premium UΚ£ |
Non refundable advances UΚ£ |
Translation reserve UΚ£ |
Retained earnings UΚ£ |
Total UΚ£ |
|
|---|---|---|---|---|---|---|
| Balance at 1 October 2021 | 547.394.670 | 563.124 | - | 547.547 | 8.988.102 | 557.493.443 |
| Net profit for the period Other comprehensive income for the period |
- - |
- - |
- - |
- 3.677.593 |
6.053.091 - |
6.053.091 3.677.593 |
| Repayments for the period | - | - | 19.465.144 | - | - | 19.465.144 |
| Balance at 31 March 2022/ 1 April 2022 | 547.394.670 | 563.124 | 19.465.144 | 4.225.140 | 15.041.193 | 586.689.271 |
| Net loss for the year | - | - | - | - | (10.722.045) | (10.722.045) |
| Other comprehensive income for the year | - | - | - | 7.376.111 | - | 7.376.111 |
| Non-refundable advances from shareholders | - | - | 18.830.854 | - | - | 18.830.854 |
| Balance at 31 March 2023 | 547.394.670 | 563.124 | 38.295.998 | 11.601.251 | 4.319.148 | 602.174.191 |
Share premium and translation reserve are not available for distribution.
Exchange differences relating to the translation of the net assets of the Group's foreign operations from their functional currencies to the Group's presentation currency (i.e. United Kingdom Pounds) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Gains and losses on hedging instruments that are designated as hedges of net investments in foreign operations are included in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.
The non-refundable advances from shareholders are made available to the Board of Directors for future increases of the share capital of the Company.
Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable
The notes on pages 12 to 48 form an integral part of these consolidated financial statements.
since 2014) when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.
The notes on pages 12 to 48 form an integral part of these consolidated financial statements.
| Note | 1/04/2022- 31/03/2023 UΚ£ |
1/10/2021- 31/03/2022 UΚ£ |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss)/profit before tax Adjustments for: |
(7.495.728) | 7.850.557 | |
| Depreciation of property, plant and equipment | 322 | 49 | |
| Depreciation of right-of-use assets | 15 | 64.125 | 31.865 |
| Exchange difference arising on the translation of non-current assets in foreign currencies |
(8.312.368) | (5.929.695) | |
| Exchange difference arising on the translation and consolidation of | |||
| foreign companies' financial statements | 7.376.111 | 3.677.593 | |
| Unrealised exchange loss/(profit) | 421.460 | (12.342) | |
| Fair value losses on investment property | 24.699.276 | - | |
| Fair value losses on financial assets at fair value through profit or loss | - | 3.177.295 | |
| Impairment charge/(reversal of impairment) of trade receivables | 19 | 23.323 | (88.018) |
| Interest income | 13 | (433.226) | (369.983) |
| Interest expense | 13 | 486.833 | 260.495 |
| 16.830.128 | 8.597.816 | ||
| Changes in working capital: | |||
| (Increase)/decrease in trade and other receivables Decrease/(increase) in financial assets at fair value through profit or |
(386.818) | 1.848.921 | |
| loss | 10.541.300 | (13.758) | |
| (Increase)/decrease in bank deposits | (41.624) | 145.865 | |
| Decrease in trade and other payables | (2.139.736) | (2.737.448) | |
| Increase/(Decrease) in deferred income | 359.050 | (828.578) | |
| Cash generated from operations | 25.162.300 | 7.012.818 | |
| Tax paid | (3.691.156) | (6.209.416) | |
| Net cash generated from operating activities | 21.471.144 | 803.402 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payment for purchase of property, plant and equipment | (1.815) | - | |
| Payment for purchase of investment property | 16 | (1.376.835) | - |
| Interest received | 433.226 | 369.983 | |
| Net cash (used in)/generated from investing activities | (945.424) | 369.983 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Non-refundable advances | 18.830.854 | 19.465.144 | |
| Repayments of borrowings | (40.813.291) | (13.892.982) | |
| Payments of leases liabilities | (26.880) | (14.123) | |
| Interest paid | (486.833) | (260.495) | |
| Net cash (used in)/generated from financing activities | (22.496.150) | 5.297.544 | |
| Net (decrease)/increase in cash and cash equivalents | (1.970.430) | 6.470.929 | |
| Cash and cash equivalents at beginning of the year/period Effect of exchange rate fluctuations on cash held |
27.046.816 - |
20.563.545 12.342 |
|
| Cash and cash equivalents at end of the year/period | 21 | 25.076.386 | 27.046.816 |
The notes on pages 12 to 48 form an integral part of these consolidated financial statements.
The Company Easternmed Real Estate Capital plc (the ''Company'') was incorporated in Cyprus on 14 February 2019 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at Kyriakou Matsi 11, 8th floor, Nicosia, 1082, Cyprus.
The principal activity of the Group is the holding of investment properties (commercial real estate assets primarily in the office sector in the United Kingdom and Switzerland) for long-term rental yields and for capital appreciation.
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), and the requirements of the Cyprus Companies Law, Cap. 113.
As of the date of the authorisation of the financial statements, all International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) that are effective as of 1 January 2022 and relevant to the Company have been adopted by the EU through the endorsement procedure established by the European Commission.
These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property and financial assets at fair value through profit or loss.The company has decided to change its reporting period from 1 October 2021 to 31 March 2022 to 1 April 2022 to 31 March 2023. Therefore the financial statements have been prepared for the period of 12 months while the comparative amounts for the statement of profit or loss and other comprehensive income, statement of changes in equity, cash flow statement and related notes are not entirely comparable as they have been prepared for 6 months.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 7.
During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2022. This adoption did not have a material effect on the accounting policies of the Group.
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented in these consolidated financial statements unless otherwise stated.
The Company has subsidiary undertakings for which section 142(1)(b) of the Cyprus Companies Law Cap. 113 requires consolidated financial statements to be prepared and laid before the Company at the Annual General Meeting. The Group consolidated financial statements comprise the financial statements of the parent company Easternmed Real Estate Capital plc and the financial statements of the subsidiaries Medholdings Company Ltd, Classpremium Ltd, Interclass Company Limited, Alphaforum Ltd, Forumprime Ltd, Alphafocus Ltd, Alphaspectrum Ltd, IHC Immobilien Limited, Alphaprecious Ltd, Medcenter Holdings Ltd and Medspectrum Limited.
The financial statements of all the Group companies are prepared using uniform accounting policies. All inter-company transactions and balances between Group companies have been eliminated during consolidation.
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired undertaking at the date of acquisition. Goodwill on acquisition of subsidiaries is included in ''intangible assets''. Goodwill on acquisitions of associates is included in ''Investments in associates''. Goodwill on acquisitions of investments in joint ventures is included in ''investments in joint ventures''.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an undertaking include the carrying amount of goodwill relating to the undertaking sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing.
Revenue represents the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised services to the tenants (renting of the property and other ancillary services) , excluding amounts collected on behalf of third parties (for example, value-added taxes); the transaction price. The Group includes in the transaction price an amount of variable consideration as a result of rebates/discounts only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Estimations for rebates and discounts are based on the Group's experience with similar contracts and forecasted rental and other income from the tenants.
The Group recognises revenue when the parties have approved the contract (in writing, orally or in accordance with other customary business practices ) and are committed to perform their respective obligations, the Group can identify each party's rights and the payment terms for the rental income to be transferred, the contract has commercial substance (i.e. the risk, timing or amount of the Group's future cash flows is expected to change as a result of the contract), it is probable that the Group will collect the consideration to which it will be entitled in exchange for the renting of the properties that will be transferred to the tenants and when specific criteria have been met for each of the Group's contracts with tenants.
The Group bases its estimates on historical results, taking into consideration the type of tenants, the type of transaction and the specifics of each arrangement. In evaluating whether collectability of an amount of consideration is probable, the Group considers only the tenant's ability and intention to pay that amount of consideration when it is due.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimates are reflected in the consolidated statement of profit or loss and other comprehensive income in the period in which the circumstances that give rise to the revision become known by Management.
The Group assesses whether contracts that involve the provision of a range of services contain one or more performance obligations (that is, distinct promises to provide a service) and allocates the transaction price to each performance obligation identified on the basis of its stand-alone selling price. A service that is promised to a tenant is distinct if the tenant can benefit from the service, either on its own or together with other resources that are readily available to the tenants (that is the service is capable of being distinct) and the Group's promise to transfer the service to the tenant is separately identifiable from other promises in the contract (that is, the service is distinct within the context of the contract).
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a tenant and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of service to a tenant.
Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
Rental income from investment property is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.
Other income from property is recognised as other income.
Interest income is recognised on a time-proportion basis using the effective method.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in United Kingdom Pounds (UΚ£), which is the Group's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Deferred income represents income receipts which relate to future periods.
Investment property, principally comprising of shops and offices buildings, is held for long-term rental yields and/or for capital appreciation and is not occupied by the Group. Investment property is carried at fair value, representing open market value determined annually by the Board of Directors and every 3-5 years by external, independent professional valuers. Changes in fair values are recorded in profit or loss and are included in other operating income.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.
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:
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.
The accounting policies applicable to the Group as a lessor in the comparative period were not different from IFRS 16. However, when the Group was an intermediate lessor the sub-leases were classified with reference to the underlying asset.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
The Group classifies its financial assets in the following measurement categories:
The classification and subsequent measurement of debt financial assets depends on: (i) the Group's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
For investments in equity instruments that are not held for trading, the classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). This election is made on an investment-by-investment basis.
All other financial assets are classified as measured at FVTPL.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (''regular way'' purchases and sales) are recorded at trade date, which is the date when the Group commits to deliver a financial instrument. All other purchases and sales are recognised when the entity 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 Group has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'other income'. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, bank deposits with original maturity over 3 months, trade receivables and financial assets at amortised cost.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in ''other income''. Foreign exchange gains and losses are presented in ''other gains/(losses)'' and impairment expenses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income.
FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within ''other gains/(losses)'' in the period in which it arises.
The Group subsequently measures all equity investments at fair value. Where the Group's Management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Group's policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.
Changes in the fair value of financial assets at FVTPL are recognised in ''other gains/(losses)'' in the consolidated statement of profit or loss and other comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTPL are not reported separately from other changes in fair value.
The Group assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at amortised cost and FVOCI and exposure arising from loan commitments and financial guarantee contracts. The Group measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.
The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the consolidated statement of profit or loss and other comprehensive income within ''net impairment losses on financial and contract assets. Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.
Debt instruments carried at amortised cost are presented in the consolidated statement of financial position net of the allowance for ECL. For loan commitments and financial guarantee contracts, a separate provision for ECL is recognised as a liability in the consolidated statement of financial position.
For debt instruments at FVOCI, an allowance for ECL is recognised in profit or loss and it affects fair value gains or losses recognised in OCI rather than the carrying amount of those instruments.
The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the financial assets.
For all other financial instruments that are subject to impairment under IFRS 9, the Group applies general approach - three stage model for impairment. The Group applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not creditimpaired on initial recognition is classified in Stage 1.
Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter (''12 Months ECL''). If the Group identifies a significant increase in credit risk (''SICR'') since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any (''Lifetime ECL''). Refer to note 6, Credit risk section, for a description of how the Group determines when a SICR has occurred. If the Group determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Group's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.
Additionally the Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Refer to note 6, Credit risk section for a description of how the Group determines low credit risk financial assets.
Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.
Financial assets are written-off, in whole or in part, when the Group exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Group may write-off financial assets that are still subject to enforcement activity when the Group seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
The Group sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Group assesses whether the modification of contractual cash flows is substantial considering, among other, the following factors: any new contractual terms that substantially affect the risk profile of the asset (e.g. profit share or equity-based return), significant change in interest rate, change in the currency denomination, new collateral or credit enhancement that significantly affects the credit risk associated with the asset or a significant extension of a loan when the borrower is not in financial difficulties.
If the modified terms are substantially different, the rights to cash flows from the original asset expire and the Group derecognises the original financial asset and recognises a new asset at its fair value. The date of renegotiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Group also assesses whether the new loan or debt instrument meets the SPPI criterion. Any difference between the carrying amount of the original asset derecognised and fair value of the new substantially modified asset is recognised in profit or loss, unless the substance of the difference is attributed to a capital transaction with owners.
In a situation where the renegotiation was driven by financial difficulties of the counterparty and inability to make the originally agreed payments, the Group compares the original and revised expected cash flows to assets whether the risks and rewards of the asset are substantially different as a result of the contractual modification. If the risks and rewards do not change, the modified asset is not substantially different from the original asset and the modification does not result in derecognition. The Group recalculates the gross carrying amount by discounting the modified contractual cash flows by the original effective interest rate, and recognises a modification gain or loss in profit or loss.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks and bank overdrafts. In the consolidated statement of financial position, bank overdrafts are included in borrowings in current liabilities. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
These amounts generally arise from transactions outside the usual operating activities of the Group. They are held with the objective to collect their contractual cash flows and their cash flows represent solely payments of principal and interest. Accordingly, these are measured at amortised cost using the effective interest method, less provision for impairment. Financial assets at amortised cost are classified as current assets if they are due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current assets.
Trade receivables are amounts due from tenants for services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.
Trade receivables are recognised initially at the amount specified in the rental agreements signed unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Trade receivables are also subject to the impairment requirements of IFRS 9. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. See note 6, Credit risk section.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a tenant to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 180 days past due.
Financial guarantee contracts are contracts that require the Group to make specified payments to reimburse the holder of the guarantee for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of debt instrument. Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure loans, overdrafts and other banking facilities.
Financial guarantees are recognised as a financial liability at the time the guarantee is issued.
Financial guarantees are initially recognised at their fair value, which is normally evidenced by the amount of fees received. In the absence of fees received, the fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
Financial guarantees are subsequently measured at the higher of (i) the amount determined in accordance with the expected credit loss model under IFRS 9 ''Financial Instruments'', and (ii) the amount initially recognised less, where appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15 ''Revenue from Contracts with customers''.
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
An exchange between the Group and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. (In addition, other qualitative factors, such as the currency that the instrument is denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in loan covenants are also considered.)
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity.
Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.
Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position.
Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current when the services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group. Other prepayments are written off to profit or loss when the services relating to the prepayments are received. If there is an indication that the assets and services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss.
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
Non-current liabilities represent amounts that are due more than twelve months from the reporting date.
The Company has changed its accounting period from 1 October 2021 to 31 March 2022 to 1 April 2022 to31 March 2023. This was done for the purpose of the accounting period of the consolidated financial statements to be the same as the accounting period of the 11 subsidiaries of the company. Due to this change, the comparative figures are not comparable to the current year's results. The comparative figures relate to the period from 1 October 2021 to 31 March 2022, whereas the current year results relate to the period from 1 April 2022 to31 March 2023.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current period.
At the date of approval of these consolidated financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the consolidated financial statements of the Group.
The Group is exposed to market price risk, interest rate risk, credit risk, liquidity risk, currency risk, operational risk, compliance risk, reputation risk, capital risk management and other risks arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:
The Group is exposed to debenture price risk because of debentures held by the Group and classified on the consolidated statement of financial position at fair value through profit or loss. The Group is not exposed to commodity price risk.
The Group's equity investments that are publicly traded are included in the Moscow Stock Exchange.
To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group's Board of Directors.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to tenants, including outstanding receivables.
Credit risk is managed on a group basis. For banks and financial institutions, the Group has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of 'C'.
If tenants are independently rated, these ratings are used. Otherwise, if there is no independent rating, Management assesses the credit quality of the tenants, taking into account its financial position, past experience and other factors.
These policies enable the Group to reduce its credit risk significantly.
The Group has the following types of financial assets that are subject to the expected credit loss model:
The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
Impairment losses are presented as net impairment losses on financial and contract assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Group considers the probability of default upon initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. No significant changes to estimation techniques or assumptions were made during the reporting period.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment.
The Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Management consider 'low credit risk' for listed bonds to be an investment grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
(ii) Impairment of financial assets (continued)
Write-off
Financial assets are written off when there is no reasonable expectation of recovery, such as a tenants failing to engage in a repayment plan with the Group. The Group categorises a debt financial asset for write off when a tenants fails to make contractual payments greater than 180 days past due. Where debt financial assets have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
There were no significant trade receivable balances written off during the year that are subject to enforcement activity.
For receivables from related parties lifetime ECL was provided for them upon initial application of IFRS 9 until these financial assets are derecognised as it was determined on initial application of IFRS 9 that it would require undue cost and effort to determine whether their credit risk has increased significantly since initial recognition to the date of initial application of IFRS 9.
For any new loans to related parties, which are not purchased or originated credit-impaired financial assets, the impairment loss is recognised as 12-month ECL on initial recognition of such instruments and subsequently the Group assesses whether there was a significant increase in credit risk.
The gross carrying amounts below represent the Group's maximum exposure to credit risk on these assets as at 31 March 2023 and 31 March 2022:
| Group internal credit rating | 31/03/2023 | 31/03/2022 |
|---|---|---|
| UΚ£ | UΚ£ | |
| Performing | - | 6.532 |
| Total | - | 6.532 |
The Group does not hold any collateral as security for any receivables from related parties.
There were no significant receivables from related parties written off during the year that are subject to enforcement activity.
The Group assesses, on a group basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.
Bank deposits held with banks with investment grade rating are considered as low credit risk.
(ii) Impairment of financial assets (continued)
The ECL on current accounts is considered to be approximate to 0, unless the bank is subject to capital controls. The ECL on deposits accounts is calculated by considering published PDs for the rating as per Moody's and an LGD of 40-60% as published by ECB.
The Group does not hold any collateral as security for any cash at bank balances.
There were no significant cash at bank balances written off during the year that are subject to enforcement activity.
(iii) Expected credit loss on trade receivables and impairment charge in investment in subsidiary recognised in profit or loss
During the year, the following gains/(losses) were recognised in profit or loss in relation to impaired financial assets and contract assets:
| Net impairment (loss)/profit on financial and contract assets | (23.323) | 88.018 |
|---|---|---|
| Reversal of impairment - trade receivables | 1.277 | 149.849 |
| Impairment charge - trade receivables | (24.600) | (61.831) |
| UΚ£ | UΚ£ | |
| 31/03/2023 | 31/03/2022 | |
| Impairment losses | 1/04/2022- | 1/10/2021- |
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash.
The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
| 31 March 2023 | Carrying | Contractual | 3 months or | More than | |||
|---|---|---|---|---|---|---|---|
| amounts | cash flows | less 3-12 months | 1-2 years | 2-5 years | 5 years | ||
| UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | |
| Lease liabilities | 5.827.630 | 5.827.630 | - | 144.655 | 274.433 | 411.649 | 4.996.893 |
| Other loans | 8.445.088 | 8.445.088 | - | - | 1.479.682 | 4.439.046 | 2.526.360 |
| Bank overdrafts | 37 | 37 | 37 | - | - | - | - |
| Trade and | |||||||
| other payables | 2.611.584 | 2.611.584 | - | 2.611.584 | - | - | - |
| Payables to | |||||||
| related parties | 50.621 | 50.621 | - | 50.621 | - | - | - |
| 16.934.960 | 16.934.960 | 37 | 2.806.860 | 1.754.115 | 4.850.695 | 7.523.253 |
| 31 March 2022 | Carrying | Contractual | 3 months or | More than | |||
|---|---|---|---|---|---|---|---|
| amounts | cash flows | less 3-12 months | 1-2 years | 2-5 years | 5 years | ||
| UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | |
| Bank loans | 35.835.774 | 35.835.774 | - | 17.707.774 | 6.035 | 18.107.400 | 14.565 |
| Lease liabilities | 5.854.510 | 5.854.510 | - | 76.465 | 78.187 | - | 5.699.858 |
| Bank and other | |||||||
| loans | 9.796.124 | 9.796.124 | - | 831.250 | 1.662.500 | 4.987.500 | 2.314.874 |
| Bank overdrafts | 1.061 | 1.061 | 1.061 | - | - | - | - |
| Trade and | |||||||
| other payables | 4.904.727 | 4.904.727 | - | 4.904.727 | - | - | - |
| Shareholders' | |||||||
| current | |||||||
| accounts | 46.819 | 46.819 | - | 46.819 | - | - | - |
| 56.439.015 | 56.439.015 | 1.061 | 23.567.035 | 1.746.722 | 23.094.900 | 8.029.297 |
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Swiss Franc.. The Group's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems as well as the risk of human error and natural disasters. The Group's systems are evaluated, maintained and upgraded continuously.
Compliance risk is the risk of financial loss, including fines and other penalties, which arises from noncompliance with laws and regulations of the state. The risk is limited to a significant extent due to the supervision applied by the Compliance Officer, as well as by the monitoring controls applied by the Group.
The risk of loss of reputation arising from the negative publicity relating to The Group's operations (whether true or false) may result in a reduction of its clientele, reduction in revenue and legal cases against the Group. The Group applies procedures to minimize this risk.
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Group's overall strategy remains unchanged from last year.
Negative trends in economic activity, and specifically the real estate markets in United Kingdom and Switzerland may affect the occupier demand ,rental rates and investment valuation in respect of the Group's properties. The Group is focused on leasing to credit worthly tenants with either moderate exposure to developments in the economies it operates and/or with very sound financial standing.
Any error or negative trend in valuations of properties would significantly impact the results of the Group. Changes in occupational trends (e.g. requirement for more flexible space and building management technologies) can impact future revenue generating capacity and hence impact the valuation of properties.
Vacancy contributes to higher unrecoverable costs due to no service charge income. Potential departure from market norms and rates as regards to standard rent and incentives to be provided to new and existing tenants in order to secure new leases or extension of existing leases. The Group has a proven ability to attract tenants to its properties due to their location. The Group's Leasing Policy ensures that the key terms offered in new and/or extended lease agreements comply with the market norms in order to prevent any significant departure from market norms and rates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
When measuring expected credit losses the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.
Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Critical judgements in applying the Group's accounting policies
The fair value of investment property is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the investment property has been estimated based on the fair value of their individual assets.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in note 6, Credit risk section.
The impairment test is performed using the discounted cash flows expected to be generated through the use of non-financial assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Group estimates the recoverable amount of the cash generating unit in which the asset belongs to.
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units of the Group on which the goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cashgenerating units using a suitable discount rate in order to calculate present value.
The Board of Directors assesses the useful lives of depreciable assets at each reporting date, and revises them if necessary so that the useful lives represent the expected utility of the assets to the Group. Actual results, however, may vary due to technological obsolescence, mis-usage and other factors that are not easily predictable.
The Group derives its revenue mainly from rental contracts with tenants.
| Disaggregation of revenue | 1/04/2022- | 1/10/2021- |
|---|---|---|
| 31/03/2023 | 31/03/2022 | |
| UΚ£ | UΚ£ | |
| Rent receivable | 21.780.729 | 11.900.375 |
| Other income from property | 523.719 | 414.258 |
| 22.304.448 | 12.314.633 |
| 1/04/2022- | 1/10/2021- | |
|---|---|---|
| 31/03/2023 | 31/03/2022 | |
| UΚ£ | UΚ£ | |
| Property rates and taxes | 120.597 | 59.724 |
| Energy expenses | 418.199 | 93.436 |
| Repairs and maintenance | 2.212.396 | 313.456 |
| Electricity | 119.171 | 50.594 |
| Water supply and cleaning | 51.634 | 29.828 |
| Insurance | 518.623 | 252.621 |
| Sundry expenses | 81.382 | 298 |
| Other professional fees | 137.141 | 139.919 |
| Management fees | 633.968 | 188.607 |
| Salary expenses abroad | 90.924 | 92.496 |
| 4.384.035 | 1.220.979 | |
| 10. Other operating income | ||
| Operating lease rentals receivable | 5.950 | - |
| Compensation for early termination of rental contracts | - | 24.293 |
| 5.950 | 24.293 | |
| 11. Loss from investing activities | ||
| 1/04/2022- | 1/10/2021- | |
| 31/03/2023 | 31/03/2022 | |
| UΚ£ | UΚ£ | |
| Fair value losses on financial assets at fair value through profit or loss | - | (3.177.295) |
| - | (3.177.295) | |
| 12. Administration expenses | ||
| 1/04/2022- | 1/10/2021- | |
| 31/03/2023 | 31/03/2022 | |
| UΚ£ | UΚ£ | |
| Common expenses | 792 | 396 |
| Municipality taxes | 478 | 246 |
| Annual levy | 534 | - |
| Electricity | 2.260 | 664 |
| Water supply and cleaning | 1.870 | 1.287 |
| Repairs and maintenance | 269 | - |
| Sundry expenses | 744 | 851 |
| Certification and legalisation expenses | - | 17 |
| Auditors' remuneration - current year | 52.506 | 56.255 |
| Auditors' remuneration - prior years | 13.323 | (3.659) |
| Accounting fees | 38.440 | 56.060 |
| Legal fees | 27.415 | 13.906 |
| Other professional fees | 384.106 | 120.985 |
| Overseas travelling | 35.383 | 9.037 |
| Depreciation of right-of-use assets | 64.125 | 31.865 |
| Depreciation | 322 | 49 |
| 622.567 | 287.959 |
| 1/04/2022- | 1/10/2021- | |
|---|---|---|
| 31/03/2023 | 31/03/2022 | |
| Finance income | UΚ£ | UΚ£ |
| Interest on debentures | 428.575 | 369.983 |
| Other interest income | 4.651 | - |
| Realised foreign exchange profit | 424.712 | 1.517 |
| Unrealised foreign exchange profit | 255 | 12.342 |
| Other finance income | - | 4.503 |
| Bank and other loans interest | 858.193 | 388.345 |
| Finance costs | ||
| Interest expense | ||
| Loan interest Interest on obligations under finance leases |
(369.537) (117.296) |
(201.560) (58.935) |
| Sundry finance expenses | ||
| Bank charges | (20.889) | (10.552) |
| Net foreign exchange losses | ||
| Realised foreign exchange loss | (826) | (12) |
| Unrealised foreign exchange loss | (421.715) | - |
| (930.263) | (271.059) | |
| Net finance (costs)/income | (72.070) | 117.286 |
| 14. Tax | ||
| 1/04/2022- | 1/10/2021- | |
| 31/03/2023 UΚ£ |
31/03/2022 UΚ£ |
|
| Corporation tax - current year/period | 31.775 | 12.139 |
| Corporation tax - prior years | 2.841 | - |
| Overseas tax | 3.191.701 | 1.785.327 |
| Charge for the year/period | 3.226.317 | 1.797.466 |
The tax on the Group's results before tax differs from theoretical amount that would arise using the applicable tax rates as follows:
| 1/04/2022- | 1/10/2021- | |
|---|---|---|
| 31/03/2023 | 31/03/2022 | |
| (Loss)/profit before tax | UΚ£ (7.495.728) |
UΚ£ 7.850.557 |
| Tax calculated at the applicable tax rates | (936.966) | 981.320 |
| Tax effect of expenses not deductible for tax purposes | 3.181.161 | 416.403 |
| Tax effect of allowances and income not subject to tax 10% additional charge |
(2.215.249) 2.829 |
(1.385.584) - |
| Prior year tax | 2.841 | - |
| Overseas tax in excess of credit claim used during the year | 3.191.701 | 1.785.327 |
| Tax charge | 3.226.317 | 1.797.466 |
The corporation tax rate in Cyprus is 12,5%. In addition, 75% of the gross rents receivable are subject to defence contribution at the rate of 3%.
Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.
The Group's rental and other property income derives from permanent establishments outside of the Republic and is not taxed in the Republic.
The corporation tax rate in Switzerland can reach up to 30% as companies are taxed on their net profits, the amount of their share capital and the amount of receivable rental income. In the United Kingdom the corporation tax rate is 19% on the taxable profits.
| Land and buildings UΚ£ |
|
|---|---|
| Cost | |
| Balance at 1 October 2021 | 5.879.562 |
| Balance at 31 March 2022/ 1 April 2022 | 5.879.562 |
| Exchange differences | 878 |
| Balance at 31 March 2023 | 5.880.440 |
| Depreciation | |
| Balance at 1 October 2021 Charge for the year |
393.268 31.865 |
| Balance at 31 March 2022/ 1 April 2022 | 425.133 |
| Charge for the year | 64.125 |
| Balance at 31 March 2023 | 489.258 |
| Net book amount | |
| Balance at 31 March 2023 | 5.391.182 |
| Balance at 31 March 2022 | 5.454.429 |
The Group through one of its subsidiary purchased a leasehold property in London in 2014. The leasehold period is 109 years and expires on 7 June 2123 and the leasehold agreement provides for a yearly payment of ground rent.
The parent company entered into an agreement in 2020 with a third party for the lease of its office in Nicosia. The lease period is 5 years and expires on 30 June 2025, with the option for the company to extend it by 2 years with the same terms.
Amounts recognised in profit and loss:
| 1/04/2022- | 1/10/2021- | |
|---|---|---|
| 31/03/2023 | 31/03/2022 | |
| UΚ£ | UΚ£ | |
| Depreciation expense on right-of-use assets | (64.125) | (31.865) |
| Interest expense on lease liabilities | (117.296) | (58.935) |
| 16. Investment properties | ||
| 31/03/2023 | 30/09/2022 | |
| UΚ£ | UΚ£ | |
| Balance at 1 April/1 October | 598.430.300 | 592.500.605 |
| Additions | 1.376.835 | - |
| Exchange differences | 11.516.511 | 5.929.695 |
| Fair value adjustment | (24.699.276) | - |
| Balance at 31 March | 586.624.370 | 598.430.300 |
The fair value of investment properties owned by the Group as at 31 March 2022 was determined by the Board of Directors of each of the Group companies at GBP586.624.370 (31/03/2022:GBP598.430.300) on the basis of information available to the Boards of the companies for the properties and general information on current conditions of the immovable property market in the UK and Switzerland. Company has no valuation of the investment property as at this date from an external, independent property valuer. The Company obtains valuation of its investment property from external, independent property valuers who have appropriate, recognised and professional qualifications and recent experience in the location and category of the property periodically.
The group through two of its subsidiaries Medspectrum Limited and Alphaprecious Ltd acquired on 13 February 2020 100% of the units of Thames Court Unit Trust which was the registered owner of a property called Thames Court in London, UK. It was the intention of the Board of Directors of the Company to dissolve the Trust the earliest possible and in fact the Trust has been dissolved on 19 March 2021 and a distribution-in-specie of Thames Court was made to the Unit Holders on 19 March 2021 and the subsidiaries as from that date were the registered owners of 100% of the Thames Court property. The Board of Directors of the two subsidiaries, on the basis of the accounting principle that substance prevails over legal form,considered that the risks and rewards deriving from the ownership of the property were undertaken by the Companies from 13 February 2020, date that the Companies jointly purchased the 100% of the units of Thames Court UnitTrust, the legal owner of the Thames Court building. The financial statements of the subsidiaries have been prepared on the basis that the subsidiaries were the owners of the 100% share of the property as from that date. The Companies have no market valuation of the property from an external, independent property professional valuer. The Board of Directors consider that, on the basis of information available to the Board for the Company's property and general information on current conditions of the immovable propertymarket in the UK, the current market value of the property is not materially different from the purchase price of the property agreed and paid in February 2020 with the third party seller of the property.
The fair value measurement for all of the investment properties has been categorised as a Level 3 fair value based on the inputs to the valuation technique used.
The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used.
| Description | Fair value at Valuation 31 March technique 2023 UΚ£ |
Unobservable input |
Range (weighted average) |
Relationship of unobservable inputs to fair values |
|---|---|---|---|---|
| Commercial offices building in London |
108.750.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 854 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Description | Fair value at Valuation 31 March technique 2023 UΚ£ |
Unobservable input |
Range (weighted average) |
Relationship of unobservable inputs to fair values |
|---|---|---|---|---|
| Commercial offices building in London |
30.000.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 463 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Commercial offices and shops building in London |
32.000.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 663 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Commercial offices building in London |
15.150.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 901 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Commercial offices and shops building in London |
28.500.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 647 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Commercial offices building in London |
22.000.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 593 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Commercial offices building in London |
6.000.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 703 per square foot. |
The fair value will increase/(decrease) if the rental income increases/(decreases) and the corresponding return increases/(decreases) |
| Description | Fair value at Valuation 31 March technique 2023 UΚ£ |
Unobservable input |
Range (weighted average) |
Relationship of to fair values |
unobservable inputs |
|---|---|---|---|---|---|
| Commercial offices and shops building in Geneva |
99.189.679 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 699 per square foot. |
The fair value will and the |
increase/(decrease) if the rental income increases/(decreases) corresponding return increases/(decreases) |
| Commercial offices and shops building in Geneva |
56.034.691 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 2.199 per square foot. |
The fair value will and the |
increase/(decrease) if the rental income increases/(decreases) corresponding return increases/(decreases) |
| Commercial offices building in London |
189.000.000 Income approach |
Assessment of the location of the property |
Market value of the building UK£ 840 per square foot. |
The fair value will and the |
increase/(decrease) if the rental income increases/(decreases) corresponding return increases/(decreases) |
| Details of investment properties are as follows: | |||||
| 31/03/2023 UΚ£ |
31/03/2022 UΚ£ |
||||
| Type Commercial buildings in London Commercial buildings in Geneva |
431.400.000 155.224.370 |
454.755.439 143.674.861 |
586.624.370 598.430.300
During the year, the Group received rental income amounting to UΚ£21.780.729.
| Goodwill UΚ£ |
|
|---|---|
| Cost | |
| Balance at 1 October 2021 | 3.149.872 |
| Balance at 31 March 2022/ 1 April 2022 | 3.149.872 |
| Balance at 31 March 2023 | 3.149.872 |
| Net book amount | |
| Balance at 31 March 2023 | 3.149.872 |
| Balance at 31 March 2022 | 3.149.872 |
Goodwill represents the premium paid to acquire the below listed companies and has been allocated for impairment testing purposes to these companies:
The details of the subsidiaries are as follows:
| Name | Country of | Principal | Holding | 31/03/2023 | 31/03/2022 |
|---|---|---|---|---|---|
| incorporation | activities | % | UΚ£ | UΚ£ | |
| Medholdings Company Limited |
Cyprus | Investments in properties |
100 | 100.980.895 | 100.980.895 |
| Classpremium Ltd | Cyprus | Investments in properties |
100 | 30.436.224 | 38.825.242 |
| Interclass Company Limited |
Cyprus | Investments in properties |
100 | 34.482.366 | 34.008.469 |
| Alphaforum Ltd | Cyprus | Investments in properties |
100 | 15.565.307 | 18.350.000 |
| Forumprime Ltd | Cyprus | Investments in properties |
100 | 30.469.974 | 29.542.747 |
| Alphafocus Ltd | Cyprus | Investments in properties |
100 | 21.328.906 | 21.328.906 |
| Alphaspectrum Ltd | Cyprus | Investments in properties |
100 | 6.203.214 | 4.494.290 |
| IHC Immobilien Limited | Domiciled in Cyprus |
Investments in properties |
100 | 58.891.314 | 58.891.314 |
| Medcenter Holdings Ltd | Cyprus | Investments in properties |
100 | 36.893.682 | 36.893.682 |
| Alphaprecious Ltd | Cyprus | Investments in properties |
100 | 94.711.332 | 94.711.332 |
| Medspectrum Limited | Cyprus | Investments in properties |
100 | 94.709.641 | 94.709.641 |
524.672.855 532.736.518
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Trade receivables | 2.553.164 | 1.023.594 |
| Agents | 871.891 | 2.262.016 |
| Less: credit loss on trade receivables | (100.987) | (77.595) |
| Trade receivables - net | 3.324.068 | 3.208.015 |
| Receivables from related parties (Note 30.1) | - | 6.532 |
| Shareholders' current accounts - debit balances (Note 30.3) | 63.698 | 32.132 |
| Deposits and prepayments | 678.832 | 457.917 |
| Other receivables | 7.558 | 6.065 |
| 4.074.156 | 3.710.661 |
The Group does not hold any collateral over the trading balances.
Movement in provision for Credit loss on trade receivables:
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Balance at 1 April/1 October | 77.595 | 162.785 |
| Increase/(reversal) in expected credit loss recognised on trade receivables | 23.392 | (85.190) |
| Balance at 31 March | 100.987 | 77.595 |
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note 6 of the consolidated financial statements.
| Financial assets | 31/03/2023 UΚ£ |
31/03/2022 UΚ£ |
||
|---|---|---|---|---|
| Balance at 1 April/1 October Additions Disposals Change in fair value |
10.541.300 - (10.541.300) - |
13.704.837 10.513.758 (10.500.000) (3.177.295) |
||
| Balance at 31 March | - | 10.541.300 | ||
| Fair values 31/03/2023 UΚ£ |
Cost 31/03/2023 UΚ£ |
Fair values 31/03/2022 UΚ£ |
Cost 31/03/2022 UΚ£ |
|
| Debt securities on a Stock Exchange Debt securities |
- - |
- 3.279.736 |
- 10.541.300 |
3.279.736 10.500.000 |
| - | 3.279.736 | 10.541.300 | 13.779.736 |
Debentures listed on a Stock Exchange comprise of bonds that were listed in the Moscow Stock Exchange until the outbreak of the war between Russia and Ukraine on 24/2/2022, of the Russian Banks Sberbank of Moscow and VTB Bank and which both have expired in October 2022. Both debentures are in default of payments of the capital and the accrued interest and have been fully impaired in the financial statements of the Group.
The financial assets at fair value through profit or loss comprise of marketable debentures that are listed on a stock exchange and are valued at market value at the close of business on 31 March by reference to the Stock Exchange quoted bid prices and the non listed securities that are non-marketable bonds with financial institutions that are valued at cost plus accrued interest. Financial assets at fair value through profit or loss are classified as current assets because they are expected to be realised within twelve months from the reporting date.
In the cash flow statement, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the statement of profit or loss and other comprehensive income, changes in fair values of financial assets at fair value through profit or loss are recorded in operating income.
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Cash at bank | 25.076.423 | 27.047.877 |
| Tenants' bank deposits | 396.129 | 354.505 |
| 25.472.552 | 27.402.382 |
For the purposes of the consolidated cash flow statement, the cash and cash equivalents include the following:
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Cash at bank | 25.076.423 | 27.047.877 |
| Bank overdrafts (Note 24) | (37) | (1.061) |
| 25.076.386 | 27.046.816 |
The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 6 of the consolidated financial statements.
| 31/3/2023 Number of |
31/3/2023 | 31/3/2023 | 31/3/2022 Number of |
31/3/2022 | 31/3/2022 | |
|---|---|---|---|---|---|---|
| shares | € | UΚ£ | shares | UΚ£ | UΚ£ | |
| Authorised Ordinary shares of €1 each |
743.830.792 | 743.830.792 | 636.978.749 | 743.830.792 | 743.830.792 | 636.978.749 |
| Shares issued | 256.169.208 | 256.169.208 | 226.899.314 | - | - | - |
| Balance at 30 September 2021 |
1.000.000.000 | 1.000.000.000 | 863.878.063 | 743.830.792 | 743.830.792 | 636.978.749 |
| Issued and fully paid | Number of shares |
Share capital Share premium | Total | |
|---|---|---|---|---|
| UΚ£ | UΚ£ | UΚ£ | ||
| Balance at 1 October 2021 | 639.426.528 | 547.394.670 | 563.124 | 547.957.794 |
| Balance at 31 March 2022/ 1 April 2022 | 639.426.528 | 547.394.670 | 563.124 | 547.957.794 |
| Balance at 31 March 2023 | 639.426.528 | 547.394.670 | 563.124 | 547.957.794 |
On 1 March 2023 the authorised share capital of the Company was increased from €743.830.792 divided into 743.830.792 ordinary shares of nominal value €1 each to €1.000.000.000 divided into 1.000.000.000 ordinary shares of nominal value €1 each by the creation of 256.169.208 ordinary shares of nominal value €1 each.
| Non | |||
|---|---|---|---|
| refundable | Translation | ||
| advances | reserve | Total | |
| UΚ£ | UΚ£ | UΚ£ | |
| Balance at 1 October 2021 | - | 547.547 | 547.547 |
| Exchange difference | - | 3.677.593 | 3.677.593 |
| Non-refundable advances from shareholders | 19.465.144 | - | 19.465.144 |
| Balance at 31 March 2022/ 1 April 2022 | 19.465.144 | 4.225.140 | 23.690.284 |
| Exchange difference | - | 7.376.111 | 7.376.111 |
| Non-refundable advances from shareholders | 18.830.854 | - | 18.830.854 |
| Balance at 31 March 2023 | 38.295.998 | 11.601.251 | 49.897.249 |
The non-refundable advances from shareholders is made available to the Board of Directors for future increases of the share capital of the Company.
Share premium is not available for distribution.
Exchange differences relating to the translation of the net assets of the Group's foreign operations from their functional currencies to the Group's presentation currency (i.e. Swiss franc) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Gains and losses on hedging instruments that are designated as hedges of net investments in foreign operations are included in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.
| 31/03/2023 UΚ£ |
31/03/2022 UΚ£ |
|
|---|---|---|
| Current borrowings | ||
| Bank overdrafts (Note 21) | 37 | 1.061 |
| Bank loans | - | 17.707.774 |
| 37 | 17.708.835 | |
| Non-current borrowings | ||
| Bank loans | - | 18.128.000 |
| Other loans | 8.445.088 | 9.796.124 |
| 8.445.088 | 27.924.124 | |
| Total | 8.445.125 | 45.632.959 |
The Group through one of its subsidiaries was granted 2 loans from Nike Shipholder Corporation on 28 December 2016 and 7 May 2018 respectively classified under 'Other loans'. The first loan bears interest of 1.5% per annum and is repayable with 10 annual instalments of CHF 1.162.500 each, on December 29 of each year. The second loan bears interest of 1.5% per annum and is repayable with 6 annual instalments of CHF 500.000 each on December 29 of each year.
During 3 January 2022, the Company was entered into supplement agreements to the above loan agreements, where a grace period of 2 years was agreed by the two parties of the loan agreements for the repayment of the principal and interest instalments.
The Group through two of its subsidiaries was granted two bank loans. The bank loan 1 was repayable by quarterly installments of CHF 500.000 for each year and bears interest of Libor plus an agreed margin and a minimum of 0,71%, payable quarterly. The bank loan 2 was a Lombart credit facility repayable on demand which bears interest of 0,40% payable quarterly. Both these loans were fully repaid in December 2022.
Maturity of non-current borrowings:
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Between one to two years | 1.479.682 | 6.035.800 |
| Between two and five years | 6.965.406 | 18.107.400 |
| After five years | - | 3.780.924 |
| 8.445.088 | 27.924.124 |
The weighted average effective interest rates at the reporting date were as follows:
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| % | % | |
| Bank loan 1 | ,71 | ,71 |
| Bank loan 2 | ,4 | ,4 |
| Other loans | 1,5 | 1,5 |
| 2023 | 2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Balance at 1 April/1 October | 5.854.510 | 5.868.633 |
| Repayments | (144.656) | (72.328) |
| Interest | 117.296 | 58.935 |
| Exchange difference | 480 | (730) |
| Balance at 31 March | 5.827.630 | 5.854.510 |
| Minimum lease |
Minimum lease |
|||||
|---|---|---|---|---|---|---|
| payments | Interest | Principal | payments | Interest | Principal | |
| 31/03/2023 | 31/03/2023 | 31/03/2023 | 31/03/2022 | 31/03/2022 | 31/03/2022 | |
| UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | UΚ£ | |
| Within one year | 144.655 | 101.386 | 43.269 | 145.471 | 69.006 | 76.465 |
| Between one and five | ||||||
| years | 686.082 | 588.532 | 97.550 | 732.507 | 654.320 | 78.187 |
| After five years | 12.624.738 | 6.937.927 | 5.686.811 | 12.817.927 | 7.118.069 | 5.699.858 |
| 13.455.475 | 7.627.845 | 5.827.630 | 13.695.905 | 7.841.395 | 5.854.510 |
During 2014 the Group through one of its newly acquired subsidiary acquired leasehold property in London. The leasehold period is 109 years and expires on 17 June 2123 and the leasehold agreement provides for a yearly payment of ground rent. entered into a lease rental agreement for a property in London.
During the year 2020, the parent company entered into an agreement for the lease of its office. The lease period is 5 years and expires on 30 June 2025.
All lease obligations are denominated in United Kingdom Pounds.
The fair values of lease obligations approximate to their carrying amounts as presented above.
The Group's obligations under leases are secured by the lessors' title to the leased assets.
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Trade payables | 84.743 | 120.648 |
| Prepayments from tenants | 690.591 | 1.018.454 |
| VAT | 490.198 | 931.304 |
| Shareholders' current accounts - credit balances (Note 30.4) | 46.450 | 46.450 |
| Tenants overpayments | 57.705 | - |
| Accruals | 1.076.917 | 486.206 |
| Other creditors | 1.304 | 60.626 |
| Deferred income | 1.777.241 | 3.704.999 |
| Payables to related companies (Note 30.2) | 4.171 | 99 |
| Payables to other related parties (Note 30.2) | - | 270 |
| 4.229.320 | 6.369.056 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
| Client advances | 31/03/2023 UΚ£ 1.913.869 |
31/03/2022 UΚ£ 1.554.819 |
|---|---|---|
| 1.913.869 | 1.554.819 | |
| 28. Current tax liabilities | ||
| 31/03/2023 | 31/03/2022 | |
| UΚ£ | UΚ£ | |
| Corporation tax | 34.363 | 9.200 |
| Special contribution for defence | 330 | 663 |
| Overseas tax | 2.089.276 | 2.578.945 |
| 2.123.969 | 2.588.808 |
The geopolitical situation in Eastern Europe intensified on 24 February 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these consolidated financial statements for issue, the conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.
The European Union as well as United States of America, Switzerland, United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian and Belarussian government, various companies, and certain individuals. The sanctions imposed include an asset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition, travel bans applicable to the sanctioned individuals prevents them from entering or transiting through the relevant territories. The Republic of Cyprus, Switzerland and the UK have adopted the United Nations and European Union measures. The rapid deterioration of the conflict in Ukraine may as well lead to the possibility of further sanctions in the future.
Emerging uncertainty regarding global supply of commodities due to the conflict between Russia and Ukraine conflict may also disrupt certain global trade flows and place significant upwards pressure on commodity prices and input costs as seen through early March 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and heightened risk of contractual non-performance.
The impact on the Group largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets.
The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflict prevails and the high level of uncertainties arising from the inability to reliably predict the outcome.
The Group has no trading direct exposure to Russia, Ukraine and Belarus as the group owns no properties in these countries and none of its properties are rendered out to tenants from these countries. However, the company has invested in debentures issued by two Russian Banks which were, since the war started, not traded in the Moscow Stock Exchange and have both expired in October 2022 . Both debentures are in default for payments of the principal and accrued interest to the debenture holders. The specific investments have already been fully impaired in the financial statements of the Group and have reduced the Group's profitability.
Furthermore, the increasing energy prices, fluctuations in foreign exchange rates, unease in stock market trading, rises in interest rates, supply chain disruptions and intensified inflationary pressures may indirectly impact the operations of the Group. The indirect implications will depend on the extent and duration of the crisis and remain uncertain.
Management has considered the unique circumstances and the risk exposures of the Group and has concluded that there will be no further significant impact in the Group's profitability position. The event is not expected to have an immediate material impact on the business trading operations. Management will continue to monitor the situation closely and will assess the possible impact on the Group's activities in case the crisis becomes prolonged.
The Company's share capital is held by the companies Kosmima Holdings Limited, Oceanroutes Shipping and Trading Limited, Seas of Levante Shipping and Financing Limited, Medventure Shipping Corporation Limited and Medvanguard Shipping Corporation Limited which own 10,82407%, 7,19629%, 7,19629%, 7,19629%, 7,19629% respectively and by the non-Cyprus tax resident individuals Mr. Athanasios Martinos, Mrs Marina Martinou, Mrs Marina Mathilde Martinou, Mrs Georgia Chatzi and Mrs Elli Ioannou Chatzi who own 20,43396%, 20,22501%, 19,72866%, 0,00157% and 0,00157% respectively.
The following transactions were carried out with related parties:
| 31/03/2023 | 31/03/2022 | ||
|---|---|---|---|
| Name | Nature of transactions | UΚ£ | UΚ£ |
| Medprestige Limited | Finance | - | 6.532 |
| - | 6.532 |
The receivables from related parties were provided interest free, and there was no specified repayment date.
| 31/03/2023 | 31/03/2022 | ||
|---|---|---|---|
| Name | Nature of transactions | UΚ£ | UΚ£ |
| Easternmed Real Estate ManagementLtd Finance | 4.171 | 369 | |
| 4.171 | 369 |
The payables to related parties were provided interest free, and there was no specified repayment date.
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Medvanguard Shipping corporation Limited | 15.924 | 8.033 |
| Medventure Shipping Corporation Limited | 15.924 | 8.033 |
| Oceanroutes Shipping and Trading Limited | 15.925 | 8.033 |
| Seas of Levante Shipping and Financing Limited | 15.925 | 8.033 |
| 63.698 | 32.132 |
The shareholders' current accounts are interest free, and have no specified repayment date.
| 31/03/2023 | 31/03/2022 | |
|---|---|---|
| UΚ£ | UΚ£ | |
| Shareholders' current accounts | 46.450 | 46.510 |
| 46.450 | 46.510 |
The shareholders' current accounts are interest free, and have no specified repayment date.
The Group had no contingent liabilities as at 31 March 2023.
The Group had no capital or other commitments as at 31 March 2023.
As explained in note 29 the geopolitical situation in Eastern Europe intensified on 24 February 2022, with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these financial statements for issue, the conflict continues to evolve as military activity proceeds and additional sanctions are imposed.
Depending on the duration of the conflict between Russia and Ukraine, and continued negative impact on economic activity, the Group might experience further negative results, and liquidity restraints and incur further impairments on its assets in 2023 and 2024 which relate to new developments that occurred after the reporting period.
The exact impact on the Group's activities in 2023 and 2024 and thereafter cannot be predicted.
Independent auditor's report on pages 4 to 6
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