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Easternmed Real Estate Capital PLC

Annual / Quarterly Financial Statement Jul 30, 2025

2506_10-k_2025-07-30_c5a8faae-0ca8-49e6-8c6b-0d04aa098b7e.pdf

Annual / Quarterly Financial Statement

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REPORT AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

CONTENTS PAGE
Board of Directors and other officers 1
Consolidated 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 10
Notes to the consolidated financial statements 11 - 44
Additional information to the consolidated statement of profit or loss and other
comprehensive income
45 - 48

BOARD OF DIRECTORS AND OTHER OFFICERS

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
Kyriakou Matsi 11
Nikis Center, 6th Floor
1082 Nicosia, Cyprus
Registered office: Kyriakou Matsi 11
NIKIS CENTER, 8th Floor
1082 Nicosia
Cyprus
Bankers: Bank of Cyprus Public Company Ltd
HSBC Plc
Credit Suisse AG
Natwest Bank Plc
Registration number: ΗΕ394500

CONSOLIDATED MANAGEMENT REPORT

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 2025.

Principal activity and nature of operations of the Group

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.

Review of current position, and performance of the Group's business

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.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Group are disclosed in notes 6, 7 and 31 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.

Future developments of the Group

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.

Use of financial instruments by the Group

The Group is exposed to market price risk, interest rate risk, credit risk and liquidity risk from the financial instruments it holds.

Market price risk

The Group is exposed to immovable property market price risk and 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 Company's debenture investments that are publicly traded are debentures of Russian banks that are not currently traded and are in default in paying to the debenture holders interest due on specific dates during the period under review.

Interest rate risk

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 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

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 contractual cash flows of debt investments carried at fair value through profit or loss (FVTPL) and deposits with banks 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 has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of 'C'.

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 March 2025

Note 1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Revenue
Rental expenses
8
9
28.513.069
(8.842.865)
21.330.195
(7.461.902)
Gross profit 19.670.204 13.868.293
Fair value losses on investment property
Other operating income
Loss from investing activities
Selling and distribution expenses
Administration expenses
Net impairment profit/(loss) on financial and contract assets
Other expenses
10
11
12
13
(65.763.837)
315.297
(104.137)
(937.399)
(1.231.297)
165.760
-
(2.035.562)
980.362
-
(1.572)
(843.532)
(127.581)
(2.168)
Operating (loss)/profit (47.885.409) 11.838.240
Finance income
Finance costs
(Loss)/profit before tax
14
14
201.157
(294.612)
(47.978.864)
464.000
(948.930)
11.353.310
Tax
Net (loss)/profit for the year
15 (4.480.624)
(52.459.488)
(2.841.601)
8.511.709
Other comprehensive income
Exchange difference arising on the translation and consolidation of
foreign companies' financial statements
263.722 (1.228.652)
Other comprehensive income for the year 263.722 (1.228.652)
Total comprehensive income for the year (52.195.766) 7.283.057

The notes on pages 11 to 44 form an integral part of these consolidated financial statements.

Note 31/03/2025
UKE
31/03/2024
UK £
ASSETS
Non-current assets
Plant and equipment 2.612 3.262
Right-of-use assets 1 ୧
17
5.262.904
803.375.321
5.326.508
634.856.812
Investment properties 18 3.200.652 3.197.212
Intangible assets
Financial assets at fair value through profit or loss
22 1.088.571
812.930.060 643.383.794
Current assets 21 4.204.460 10.213.327
Trade and other receivables 23 26.158.192 28.607.060
Cash at bank 30.362.652 38.820.387
Total assets 843.292.712 682.204.181
EQUITY AND LIABILITIES
Equity 613.921.281
Share capital 24
24
613.921.281
5.479.440
5.479.440
Share premium 25 235.170.139 27.388.138
Other reserves
Accumulated (losses) /retained earnings
(39.628.629) 12.830.859
Total equity 814.942.231 659.619.718
Non-current liabilities 26 8.441.131 8.308.036
Borrowings
Lease liabilities
27 5.746.506 5.776.766
14.187.637 14.084.802
Current liabilities
Trade and other payables 28 9.244.736 4.887.437
Deferred income 29 2.843.615 1.854.178
Borrowings 26 167 114
Lease liabilities 27 23.057 21.463
Current tax liabilities 30 2.051.269
14.162.844
1.736.469
8.499.661
Total liabilities 28.350.481 22.584.463
Total equity and liabilities 843.292.712 682.204.181

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2025

Non Accumulated
Share refundable Translation (losses)/retained
Share capital premium advances reserve earnings Total
Note UΚ£ UΚ£ UΚ£ UΚ£ UΚ£ UΚ£
Balance at 1 April 2023 547.394.670 563.124 38.295.998 11.601.251 4.319.150 602.174.193
Net profit for the year - - - - 8.511.709 8.511.709
Other comprehensive income for the year - - - (1.228.652) - (1.228.652)
Issue of share capital 24 66.526.611 4.916.316 - - - 71.442.927
Utilisation of non-refundable advances for increase in the share
capital - - (21.280.459) - - (21.280.459)
Balance at 31 March 2024/ 1 April 2024 613.921.281 5.479.440 17.015.539 10.372.599 12.830.859 659.619.718
Net loss for the year - - - - (52.459.488) (52.459.488)
Other comprehensive income for the year - - - 263.722 - 263.722
Non-refundable advances from shareholders - - 207.518.279 - - 207.518.279
Balance at 31 March 2025 613.921.281 5.479.440 224.533.818 10.636.321 (39.628.629) 814.942.231

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 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 11 to 44 form an integral part of these consolidated financial statements.

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 March 2025

Note 1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/profit before tax
Adjustments for:
(47.978.864) 11.353.310
Depreciation of property, plant and equipment 650 445
Depreciation of right-of-use assets 16 63.604 63.835
Exchange difference arising on the translation of non-current assets
in foreign currencies - 2.022.903
Exchange difference arising on the translation and consolidation of
foreign companies' financial statements 263.722 (1.228.652)
Unrealised exchange loss 161.826 791.975
Excess of Group's interest in the net fair value of the subsidiaries'
assets and liabilities over cost on acquisition (296.258) (378.349)
Fair value losses on investment property 65.763.837 2.035.562
Fair value losses on financial assets at fair value through profit or loss 104.137 -
(Reversal of impairment)/impairment charge of trade receivables 21 (165.760) 127.581
Interest income 14 (200.099) (462.819)
Interest expense 14 115.796 116.490
17.832.591 14.442.281
Changes in working capital:
Decrease/(increase) in trade and other receivables 5.968.170 (6.266.752)
Increase in financial assets at fair value through profit or loss (1.192.708) -
Decrease/(increase) in bank deposits 6.200.699 (10.024.319)
Increase in trade and other payables 4.264.912 658.116
Increase/(decrease) in deferred income
Cash generated from/(used in) operations
989.437
34.063.101
(59.691)
(1.250.365)
Tax paid (4.187.124) (3.229.101)
Net cash generated from/(used in) operating activities 29.875.977 (4.479.466)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of intangible assets 18 (3.440) (47.340)
Payment for purchase of property, plant and equipment - (1.735)
Payment for purchase of investment property 17 (149.060.657) (52.787.078)
Acquisition of subsidiaries, net cash outflow on acquisition 20 (62.018.474) -
Interest received 200.099 462.819
Net cash used in investing activities (210.882.472) (52.373.334)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital - 71.442.927
Non-refundable advances 207.518.279 (21.280.459)
Repayments of the balance from related parties (22.491.167) -
Payments of leases liabilities (28.666) (29.401)
Interest paid (115.796) (116.490)
Net cash generated from financing activities 184.882.650 50.016.577
Net increase/(decrease) in cash and cash equivalents 3.876.155 (6.836.223)
Cash and cash equivalents at beginning of the year 18.186.498 25.076.389
Effect of exchange rate fluctuations on cash held (124.377) (53.668)
Cash and cash equivalents at end of the year 23 21.938.276 18.186.498

The notes on pages 11 to 44 form an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

1. Incorporation and principal activities

Country of incorporation

The Company Easternmed Real Estate Capital Plc (the ''Company'') was incorporated in Cyprus on 14 February 2019 as a public limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at Kyriakou Matsi 11, NIKIS CENTER, 8th Floor, 1082 Nicosia, Cyprus.

Principal activity

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.

2. Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards, 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 IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are effective as of 1 January 2024 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 and financial liabilities at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS Accounting Standards 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.

3. Adoption of new or revised standards and interpretations

During the current year the Group adopted all the new and revised IFRS Accounting Standards that are relevant to its operations and are effective for accounting periods beginning on 1 April 2024. This adoption did not have a material effect on the accounting policies of the Group.

4. Material accounting policy information

The material 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.

Management seeks not to reduce the understandability of these consolidated financial statements by obscuring material information with immaterial information. Hence, only material accounting policy information is disclosed, where relevant, in the related disclosure notes.

Basis of consolidation

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, Medspectrum Limited, Medprestige Limited, Alphalegend Ltd, Primespectrum Ltd, Societe Anonyme Du Quai Du Leman, Interprize Holdings Ltd and Medastra Ltd.

4. Material accounting policy information (continued)

Basis of consolidation (continued)

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.

Business combinations

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:

  • deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
  • liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and
  • assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Noncurrent Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

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.

4. Material accounting policy information (continued)

Business combinations (continued)

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

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.

Any excess of the interest in the net fair value of acquiree's identifiable assets, liabilities and contingent liabilities over cost is recognised immediately in profit or loss.

Revenue

Recognition and measurement

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Revenue (continued)

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.

Identification of performance obligations

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

Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.

Investment property rental income

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 from properties.

Finance income

Interest income is recognised on a time-proportion basis using the effective method.

Finance costs

Interest expense and other borrowing costs are charged to profit or loss as incurred.

Foreign currency translation

(1) Functional and presentation currency

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.

(2) Transactions and balances

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. Translation differences on non-monetary items such as equities held at fair value through profit or loss are reported as part of the fair value gain or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Tax

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

Deferred income represents income receipts which relate to future periods.

Investment properties

Investment properties, principally comprising of shops and offices buildings, is held for long-term rental yields and/or for capital appreciation and are not occupied by the Group. Investment properties are 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.

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
  • the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
  • the Group has the right to direct the use of the asset. The Group has this right when it has the decisionmaking rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
    • the Group has the right to operate the asset; or
    • the Group designed the asset in a way that predetermines how and for what purpose it will be used.

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.

The Group as lessor

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Leases (continued)

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.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that have a definite useful life 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.

Financial assets - Classification

The Group classifies its financial assets in the following measurement categories:

  • those to be measured subsequently at fair value (either through OCI or through profit or loss), and
  • those to be measured at amortised cost.

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).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Financial assets - Recognition and derecognition

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.

Financial assets - Measurement

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.

Debt instruments

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Financial assets - Measurement (continued)

Equity instruments

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.

Financial assets - impairment - credit loss allowance for ECL

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Financial assets - impairment - credit loss allowance for ECL (continued)

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 assets - Reclassification

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 - write-off

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.

Financial assets - modification

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.

4. Material accounting policy information (continued)

Cash and cash equivalents

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.

Classification as financial assets at amortised cost

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.

Classification as trade receivables

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 liabilities - measurement categories

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.

Trade payables

Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Financial liabilities - Modifications

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.

Offsetting financial instruments

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

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

4. Material accounting policy information (continued)

Share capital

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

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.

Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

5. New accounting pronouncements

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.

6. Financial risk management

Financial risk factors

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:

6.1 Market price risk

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 debenture investments that are publicly traded are included in the Moscow Stock Exchange. The debenture investments of the Group have been fully impaired.

To manage its price risk arising from investments in debenture 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.

6.2 Interest rate risk

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

6. Financial risk management (continued)

6.3 Credit risk

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 cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to tenants, including outstanding receivables.

(i) Risk management

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.

(ii) Impairment of financial assets

The Group has the following types of financial assets that are subject to the expected credit loss model:

  • trade receivables
  • cash and cash equivalents

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 the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected losses to be recognised from initial recognition of the financial assets.
  • For all other financial assets 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 asset that is not credit-impaired 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''). 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.

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.

Significant increase in credit risk

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:

  • internal credit rating
  • external credit rating (as far as available)
  • actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's/counterparty's ability to meet its obligations

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

6. Financial risk management (continued)

6.3 Credit risk (continued)

(ii) Impairment of financial assets (continued)

  • actual or expected significant changes in the operating results of the borrower/counterparty
  • significant increases in credit risk on other financial instruments of the same borrower/counterparty
  • significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements
  • significant changes in the expected performance and behaviour of the borrower/counterparty, including changes in the payment status of counterparty in the Group and changes in the operating results of the borrower/counterparty.

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.

Low credit risk

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.

Default

A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.

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.

Trade receivables and contract assets

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.

The Group has recognised a loss of UK168.194 (31/03/2024:NIL) for the impairment of its trade receivables during the year ended 31 March 2025. The loss has been included in selling and distribution costs in profit or loss.

There were no significant trade receivable balances written off during the year that are subject to enforcement activity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

6. Financial risk management (continued)

6.3 Credit risk (continued)

(ii) Impairment of financial assets (continued)

Cash and cash equivalents

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.

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:

Impairment losses 1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Impairment charge - trade receivables - (127.593)
Reversal of impairment - trade receivables 165.760 12
Net impairment profit/(loss) on financial and contract assets 165.760 (127.581)

(iv) Financial assets at fair value through profit or loss

6.4 Liquidity risk

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

6. Financial risk management (continued)

6.4 Liquidity risk (continued)

31 March 2025 Carrying
amounts
UΚ£
Contractual
cash flows
UΚ£
3 months or
UΚ£
less 3-12 months
UΚ£
1-2 years
UΚ£
2-5 years
UΚ£
More than
5 years
UΚ£
Lease liabilities 5.769.563 5.769.563 - 138.247 276.494 671.528 4.683.294
Bank overdrafts
Trade and
167 167 - 167 - - -
other payables
Payables to
6.251.748 6.251.748 - 6.251.748 - - -
related parties 51.382 51.382 - 51.382 - - -
Loans from
other related
parties 8.441.131 8.441.131 - - - 8.441.131 -
20.513.991 20.513.991 - 6.441.544 276.494 9.112.659 4.683.294
31 March 2024 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 5.798.229 5.798.229 - 137.035 274.070 411.105 4.976.019
Bank overdrafts 114 114 - 114 - - -
Trade and
other payables 3.379.818 3.379.818 - 3.379.818 - - -
Payables to
related parties 48.603 48.603 - 48.603 - - -
Loans from
other related
parties 8.308.036 8.308.036 - - - 8.308.036 -
17.534.800 17.534.800 - 3.565.570 274.070 8.719.141 4.976.019

6.5 Currency risk

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 and Euro.. The Group's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

6.6 Operational risk

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.

6.7 Compliance risk

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.

6.8 Reputation risk

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

6. Financial risk management (continued)

6.9 Capital risk management

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.

6.10 Other risks

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.

7. Critical accounting estimates, judgments and assumptions

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.

Critical accounting estimates and assumptions

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.

Calculation of loss allowance

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.

Income taxes

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

7. Critical accounting estimates, judgments and assumptions (continued)

Critical judgements in applying the Group's accounting policies

Fair value of investment property

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.

Impairment of financial 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.

Impairment of non-financial assets

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.

Impairment of goodwill

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.

Useful live of depreciable assets

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.

8. Revenue

The Group derives its revenue mainly from rental contracts with tenants.

Disaggregation of revenue 1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Rent receivable 28.084.686 20.945.965
Other income from property 428.383 384.230
28.513.069 21.330.195

9. Rental expenses

1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Property rates and taxes 341.326 241.133
Energy expenses 136.884 -
Repairs and maintenance 5.819.673 4.596.526
Electricity 612.766 978.540
Water supply and cleaning 66.719 61.604
Insurance 676.384 455.842
Sundry expenses 243.005 286.152
Other professional fees 241.042 160.013
Management fees 487.546 572.857
Salary expenses abroad 217.520 94.188
Depreciation - 15.047
8.842.865 7.461.902
10. Other operating income
Operating lease rentals receivable 3.350 1.831
Excess of Group's interest in the net fair value of the subsidiaries' assets and
liabilities over cost on acquisition 296.258 378.349
Compensation for early termination of rental contracts 15.689 600.182
315.297 980.362
11. Loss from investing activities
1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Fair value losses on financial assets at fair value through profit or loss (104.137) -
(104.137) -
12. Administration expenses
1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Common expenses 811 909
Municipality taxes 957 480
Annual levy 3.106 442
Electricity 1.247 1.632
Water supply and cleaning 138 1.548
Sundry expenses 3.508 9.658
Stationery and printing - 231
Auditors' remuneration - current year 74.139 59.744
Auditors' remuneration - prior years
Accounting fees
8.457
46.970
1.521
44.521
Legal fees 2.151 2.185
Directors' fees 5.911 -
Other professional fees 968.756 612.179
Overseas travelling 50.892 44.202
Depreciation of right-of-use assets 63.604 63.835
Depreciation 650 445
1.231.297 843.532

13. Other expenses

1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Incorporation expenses - 2.168
- 2.168
14. Finance income/(costs)
1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Finance income
Bank interest
Interest on bank current accounts
200.099
-
453.415
6.648
Other interest income
Realised foreign exchange profit
Unrealised foreign exchange profit
-
825
233
2.756
1.144
37
Bank and other loans interest 201.157 464.000
Finance costs
Interest expense
Interest on obligations under finance leases
(115.796) (116.490)
Sundry finance expenses
Bank charges
(16.186) (40.045)
Net foreign exchange losses
Realised foreign exchange loss
Unrealised foreign exchange loss
(571)
(162.059)
(383)
(792.012)
(294.612) (948.930)
Net finance costs (93.455) (484.930)
15. Tax
1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Corporation tax - current year
Corporation tax - prior years
Overseas tax
130.092
(22.791)
4.372.373
104.257
(7.482)
2.744.826
Defence contribution - prior years
Charge for the year
950
4.480.624
-
2.841.601

15. Tax (continued)

The tax on the Group's results before tax differs from theoretical amount that would arise using the applicable tax rates as follows:

1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
(Loss)/profit before tax (47.978.864) 11.353.310
Tax calculated at the applicable tax rates (5.997.358) 1.419.164
Tax effect of expenses not deductible for tax purposes 8.319.386 416.403
Tax effect of allowances and income not subject to tax (2.365.657) (1.734.139)
10% additional charge 173.721 2.829
Prior year tax (21.841) (7.482)
Overseas tax in excess of credit claim used during the year 4.372.373 2.744.826
Tax charge 4.480.624 2.841.601

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 17%. 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 25% on the taxable profits.

16. Right-of-use assets

Land and
buildings
UΚ£
Cost
Balance at 1 April 2023 5.880.440
Exchange differences (839)
Balance at 31 March 2024/ 1 April 2024 5.879.601
Balance at 31 March 2025 5.879.601
Depreciation
Balance at 1 April 2023 489.258
Charge for the year 63.835
Balance at 31 March 2024/ 1 April 2024 553.093
Charge for the year 63.604
Balance at 31 March 2025 616.697
Net book amount
Balance at 31 March 2025 5.262.904
Balance at 31 March 2024 5.326.508

16. Right-of-use assets (continued)

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:

1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Depreciation of right-of-use assets (63.604) (63.835)
Interest expense on lease liabilities (115.796) (116.490)

17. Investment properties

31/03/2025 31/03/2024
UΚ£ UΚ£
Balance at 1 April 634.856.812 586.624.370
Additions 234.023.537 52.787.078
Exchange differences 258.809 (2.519.074)
Fair value adjustment (65.763.837) (2.035.562)
Balance at 31 March 803.375.321 634.856.812

Fair value hierarchy

The fair value of investment properties owned by the Group as at 31 March 2024 was determined by the Board of Directors of each of the Group companies at GBP803.375.321 (31/03/2024:GBP634.856.812) 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.

Valuation technique and significant unobservable inputs

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 2025
technique
UΚ£
Unobservable
input
Range
(weighted
average)
Relationship of
unobservable inputs to fair
values
Commercial offices
building in London
108.200.000 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£
849
per
square foot.
The
fair
value
will
increase/(decrease) if the
rental
income
increases/(decreases) and
the corresponding return
increases/(decreases)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

17. Investment properties (continued)

Description Fair value at
Valuation
31 March 2025
technique
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
30.200.000 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£
626
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
13.000.000 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£
569
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
27.450.000 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£
623
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
21.900.000 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£
590
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
8.200.000 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£
824
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 Geneva
86.858.177 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£
608
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 Geneva
56.611.197 Income
approach
Assessment
of
the location of
the property
Market
value
of the building
UK£ 2.208 per
square foot.
The
fair
value
will
increase/(decrease) if the
rental
income
increases/(decreases) and
the corresponding return
increases/(decreases)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

17. Investment properties (continued)

Description Fair value at
Valuation
31 March 2025
technique
UΚ£
Unobservable
input
Range
(weighted
average)
Relationship of
unobservable inputs to fair
values
Commercial offices
building in London
146.000.000 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£
649
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
24.015.278 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£
887
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 Geneva
27.170.570 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£
887
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
65.020.852 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£ 1.418 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
37.844.739 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£
343
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
35.941.629 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£
671
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 Geneva
84.962.880 Income
approach
Assessment
the location of
the property
of
Market
value
of the building
UK£ 3.762 per
square foot.
The
fair
value
will
increase/(decrease) if the
rental
income
increases/(decreases) and
the corresponding return
increases/(decreases)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

17. Investment properties (continued)

Details of investment properties are as follows:

31/03/2025
UΚ£
31/03/2024
UΚ£
Type
Commercial buildings in London 523.757.219 432.400.030
Commercial buildings in Geneva 279.618.102 202.456.782
803.375.321 634.856.812

During the year, the Group received rental income amounting to UΚ£28.084.686.

18. Intangible assets

Goodwill
UΚ£
Cost
Balance at 1 April 2023
Additions
3.149.872
47.340
Balance at 31 March 2024/ 1 April 2024 3.197.212
Additions 3.440
Balance at 31 March 2025 3.200.652
Net book amount
Balance at 31 March 2025 3.200.652
Balance at 31 March 2024 3.197.212

Goodwill represents the premium paid to acquire the below listed companies and has been allocated for impairment testing purposes to these companies:

  • Alphafocus Ltd
  • IHC Immobilien Limited
  • Alphaprecious Limited
  • Medspectrum Limited
  • Medprestige Limited
  • Medastra Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

19. Investments in subsidiaries

The details of the subsidiaries are as follows:

Name Country of Principal activities Holding 31/03/2025 31/03/2024
Medholdings Company
Limited
incorporation
Cyprus
Investments in properties %
100
UΚ£ UΚ£
100.980.895 100.980.895
Classpremium Ltd Cyprus Investments in properties 100 30.599.019 30.092.353
Interclass Company Limited Cyprus Investments in properties 100 31.068.009 34.365.418
Alphaforum Ltd Cyprus Investments in properties 100 13.180.001 15.364.125
Forumprime Ltd Cyprus Investments in properties 100 29.132.817 30.296.523
Alphafocus Ltd Cyprus Investments in properties 100 21.328.906 21.328.906
Alphaspectrum Ltd Cyprus Investments in properties 100 8.510.519 7.477.111
IHC Immobilien Limited Domiciled in
Cyprus
Investments in properties 100 60.648.746 58.891.314
Medcenter Holdings Ltd Cyprus Investments in properties 100 36.893.682 36.893.682
Alphaprecious Ltd Cyprus Investments in properties 100 72.368.813 94.711.332
Medspectrum Limited Cyprus Investments in properties 100 74.073.226 94.709.641
Medprestige Limited Cyprus Investments in properties 100 6.238.154 23.522.047
Alphalegend Ltd Cyprus Investments in properties 100 64.800.405 5.980.345
Primespectrum Ltd Cyprus Investments in properties 100 23.522.049 6.248.297
Societe Anonyme Du Quai
Du Leman
Switzerland Investments in properties 100 62.018.474 -
Interprize Holdings Ltd Cyprus Investments in properties 100 37.378.840 -
Medastra Ltd Cyprus Investments in properties 100 35.859.499 -
708.602.054 560.861.989

20. Acquisition of subsidiary

On 16 December 2024 the Group acquired 100% of the share capital of Societe Anonyme Du Quai Du Leman, a company incorporated in Switzerland. The transaction has been accounted for by the purchase method of accounting.

The assets and liabilities acquired were as follows:

Acquiree's
Societe carrying
Anonyme Du amount before
Quai Du Leman combination Fair value
UΚ£ UΚ£ UΚ£
Investment Property 84.962.880 84.962.880 84.962.880
Deposits 89.802 89.802 89.802
Trade and other payables (92.387) (92.387) (92.387)
Current tax liabilities (21.300) (21.300) (21.300)
Balance from related parties (22.624.262) (22.624.262) (22.624.262)
Net assets acquired 62.314.733 62.314.733 62.314.733
Net assets acquired 62.314.733 62.314.733 124.629.466
Net cash flow on acquisition of subsidiaries 1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Cash consideration paid (62.018.474) -
Net cash outflow on acquisition (62.018.474) -

21. Trade and other receivables

31/03/2025 31/03/2024
UΚ£ UΚ£
Trade receivables 1.954.374 1.150.530
Agents 721.636 2.320.766
Less: credit loss on trade receivables (62.808) (228.568)
Trade receivables - net 2.613.202 3.242.728
Shareholders' current accounts - debit balances (Note 32.5) - 89.376
Deposits and prepayments 882.744 6.796.391
Accrued income 52.188 -
Other receivables 52.478 84.832
Refundable VAT 603.848 -
4.204.460 10.213.327

The Group has recognised a loss of UΚ£168.194 (2024: UΚ£ - ) for the impairment of its trade receivables during the year ended 31 March 2025. The loss has been included in selling and distribution costs in profit or loss.

The Group does not hold any collateral over the trading balances.

Movement in provision for Credit loss on trade receivables:

31/03/2025 31/03/2024
UΚ£ UΚ£
Balance at 1 April 228.568 100.987
(Decrease)/Increase in expected credit loss recognised on trade
receivables (165.760) 127.581
Balance at 31 March 62.808 228.568

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.

22. Financial assets at fair value through profit or loss

31/03/2025 31/03/2024
UΚ£ UΚ£
Additions 1.192.708 -
Change in fair value (104.137) -
Balance at 31 March 1.088.571 -
Less non-current portion (1.088.571) -
Fair values Cost Fair values Cost
31/03/2025 31/03/2025 31/03/2024 31/03/2024
UΚ£ UΚ£ UΚ£ UΚ£
Non-listed investments in regulated funds 1.088.571 1.192.708 - -
Debentures listed on a Stock Exchange - 3.279.736 - 3.279.736
1.088.571 4.472.444 - 3.279.736

The company has entered into an agreement with Bank Pictet & Cie (Europe) AG to invest in a portfolio of private real estate and in private debt through non-listed regulated funds. The company is committed to invest an additional amount of US\$18.480.779 millions over 5 years.

The company also owns bonds listed in the Moscow Stock Exchange of the Russian Banks Sberbank of Moscow and VTB Bank which were purchased at total cost of UK£3.279.736 and which are both in default of payment of the capital and the due interest and have been fully impaired. Both bonds have expired during the year ended 31.3.2024.

22. Financial assets at fair value through profit or loss (continued)

The financial assets at fair value through profit or loss are valued at the net asset value of the funds at the closing date 31 March. Financial assets at fair value through profit or loss are classified as fixed assets because they are not 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.

23. Cash at bank

31/03/2025 31/03/2024
UΚ£ UΚ£
Cash at bank 21.938.443 18.186.612
Bank deposits 4.219.749 10.420.448
26.158.192 28.607.060

The effective interest rate on short-term bank deposits was 2,38% (31/03/2024: 3,98%) and these deposits have an average maturity of 31 days.

For the purposes of the consolidated cash flow statement, the cash and cash equivalents include the following:

31/03/2025 31/03/2024
UΚ£ UΚ£
Cash at bank 21.938.443 18.186.612
Bank overdrafts (Note 26) (167) (114)
21.938.276 18.186.498

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.

24. Share capital and share premium

31/03/2025
Number of
31/03/2025 31/3/2024
Number of
31/3/2024
shares
shares
Authorised
Ordinary shares of €1 each 1.000.000.000 1.000.000.000 1.000.000.000 1.000.000.000
Shares issued 1.000.000.000 1.000.000.000 - -
2.000.000.000 2.000.000.000 1.000.000.000 1.000.000.000
Issued and fully paid Number of
shares Share capital Share premium Total
UΚ£ UΚ£ UΚ£
Balance at 1 April 2023 639.426.528 547.394.670 563.124 547.957.794
Issue of additional shares 76.521.902 66.526.611 4.916.316 71.442.927
Balance at 31 March 2024/ 1 April 2024 715.948.430 613.921.281 5.479.440 619.400.721
Balance at 31 March 2025 715.948.430 613.921.281 5.479.440 619.400.721

Authorised capital

On 3 September 2024, the authorised share capital of the Company was increased from €1.000.000.000 divided into 1.000.000.000 ordinary shares of nominal value €1 each to €2.000.000.000 divided into 2.000.000.000 ordinary shares of nominal value €1 each by the creation of 1.000.000.000 ordinary shares of nominal value €1 each.

25. Other reserves

Balance at 31 March 2025 224.533.818 10.636.321 235.170.139
Non-refundable advances from shareholders 207.518.279 - 207.518.279
Transfer - 263.722 263.722
Balance at 31 March 2024/ 1 April 2024 17.015.539 10.372.599 27.388.138
Utilisation of non-refundable advances for increase in the
share capital
(21.280.459) - (21.280.459)
Exchange difference - (1.228.652) (1.228.652)
Balance at 1 April 2023 38.295.998 11.601.251 49.897.249
UΚ£ UΚ£ UΚ£
advances reserve Total
refundable Translation
Non

The non-refundable advances from shareholders are 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.

26. Borrowings
31/03/2025 31/03/2024
UΚ£ UΚ£
Current borrowings
Bank overdrafts (Note 23) 167 114
Non-current borrowings
Loans from other related parties (Note 32.4) 8.441.131 8.308.036
8.441.131 8.308.036
Total 8.441.298 8.308.150

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 29 December 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 29 December of each year.

During 3 January 2022, the subsidiary entered into supplement agreements to the above loan agreements, where a grace period of 2 years for the repayment of the principal and interest instalments was agreed by the two parties.

During the year 2023, the subsidiary entered into second supplement agreements to the two loan agreements with Nike Shipholder Corporation where a grace period of two additional years for the repayment of the principal instalments was agreed by the two parties.

During the year, the subsidiary entered into second supplement agreements to the two loan agreements with Nike Shipholder Corporation where a grace period of two additional years for the repayment of the principal instalments was agreed by the two parties.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

26. Borrowings (continued)

Maturity of non-current borrowings:

31/03/2025
UΚ£
31/03/2024
UΚ£
Between two and five years 8.441.131 8.308.036
The weighted average effective interest rates at the reporting date were as follows:
31/03/2025
%
31/03/2024
%
Loans from other related parties 1,5 1,5
27. Lease liabilities
31/03/2025
UΚ£
31/03/2024
UΚ£
Balance at 1 April
Repayments
5.798.229
(145.236)
5.827.630
(145.220)
Interest
Exchange difference
116.167
403
116.489
(670)
Balance at 31 March 5.769.563 5.798.229
Minimum
lease
Minimum
lease
payments Interest
31/03/2025
Principal
31/03/2025
payments Interest
31/03/2024
Principal
31/03/2024
31/03/2025
UΚ£
UΚ£ UΚ£ 31/03/2024
UΚ£
UΚ£ UΚ£
Within one year
Between one and five
138.247 115.190 23.057 137.035 115.572 21.463
years 671.528 570.001 101.527 110.659 - 110.659
After five years 12.356.126
13.165.901
6.711.147
7.396.338
5.644.979
5.769.563
5.666.107
5.913.801
-
115.572
5.666.107
5.798.229

During the year 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.

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, with the option for the company to extend it by 2 years with the same terms. The average lease term is 60 months. For year ended 31 March 2025, the average effective borrowing rate was 3,0% (2024: 3,0%). Interest rates are fixed at the contract date, and thus expose the Group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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.

28. Trade and other payables

31/03/2025 31/03/2024
UΚ£ UΚ£
Trade payables - 15.669
Prepayments from tenants 3.082.940 879.587
VAT - 563.735
Shareholders' current accounts - credit balances (Note 32.6) 45.178 45.178
Payables to parent (Note 32.3) 1.272 1.272
Tenants overpayments - 53.667
Accruals 2.941.606 895.281
Other creditors 151.744 39.459
Deferred income 3.017.064 2.391.436
Payables to fellow subsidiaries (Note 32.3) 4.932 2.153
9.244.736 4.887.437

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

29. Deferred income

31/03/2025 31/03/2024
UΚ£ UΚ£
2.843.615 1.854.178
2.843.615 1.854.178
31/03/2025 31/03/2024
UΚ£ UΚ£
48.079 71.205
(16.691) (17.877)
2.019.881 1.683.141
2.051.269 1.736.469

31. Operating Environment of the Group

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 has 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

31. Operating Environment of the Group (continued)

The Israel-Gaza conflict has escalated significantly after Hamas launched a major attack on 7 October 2023. Companies with material subsidiaries, operations, investments, contractual arrangements or joint ventures in the War area might be significantly exposed. Entities that do not have direct exposure to Israel and Gaza Strip are likely to be affected by the overall economic uncertainty and negative impacts on the global economy and major financial markets arising from the war. This is a volatile period and situation, however, the Group is not directly exposed. Management will continue to monitor the situation closely and take appropriate actions when and if needed.

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 limited direct exposure to Russia, Ukraine, Belarus and Israel and as such does not expect significant impact from direct exposures to these countries.

Despite the limited direct exposure, the conflicts are expected to negatively impact the tourism and services industries in Cyprus. 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 is no significant impact in the Group's profitability position. The event is not expected to have an immediate material impact on the business operations. Management will continue to monitor the situation closely and will assess the need for [please complete accordingly] in case the crisis becomes prolonged.

32. Related party transactions

As of 16 May 2023, the Company's share capital is held by the Cyprus 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 9,33718%, 6,42714%, 6,42714%, 6,42714% and 6,42714% 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 21,95930%, 21,777267%, 20,88950%, 0,00140% and 0,00140% respectively.

The following transactions were carried out with related parties:

32.1 Directors' remuneration

The remuneration of Directors and other members of key management was as follows:

1/04/2024-
31/03/2025
1/04/2023-
31/03/2024
UΚ£ UΚ£
Directors' fees 5.911 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

32. Related party transactions (continued)

32.2 Purchases of services

1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
Nature of transactions UΚ£ UΚ£
Easternmed Real Estate Management Ltd Management fees 464.211 464.211
464.211 464.211

Purchases of services from the related company Easternmed Real Estate Management Ltd were made on commercial terms and conditions.

32.3 Payables to related parties (Note 28)

31/03/2025 31/03/2024
Name Nature of transactions UΚ£ UΚ£
Easternmed Real Estate Management Ltd Finance 6.204 3.425
6.204 3.425

The payables to related parties were provided interest free and there was no specified repayment date.

32.4 Loans from related parties (Note 26)

31/03/2025 31/03/2024
Name Terms UΚ£ UΚ£
Nike Shipholder Corporation Finance 8.441.131 8.308.036
8.441.131 8.308.036

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 29 December 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 29 December of each year.

On 3 January 2022, the subsidiary entered into supplement agreements to the above loan agreements, where a grace period of 2 years for the repayment of the principal and interest instalments was agreed by the two parties.

During the year 2023, the subsidiary entered into new supplement agreements to the 2 loan agreements with Nike Shipholder Corporation where a grace period of additional 2 years for the repayment of the principal instalments was agreed by the two parties.

During the year, the subsidiary entered into second supplement agreements to the two loan agreements with Nike Shipholder Corporation where a grace period of two additional years for the repayment of the principal instalments was agreed by the two parties.

32.5 Shareholders' current accounts - debit balances (Note 21)

31/03/2025 31/03/2024
UΚ£ UΚ£
Medvanguard Shipping Corporation Limited - 22.344
Medventure Shipping Corporation Limited - 22.344
Oceanroutes Shipping and Trading Limited - 22.344
Seas of Levante Shipping and Financing Limited - 22.344
- 89.376

The shareholders' current accounts are interest free, and have no specified repayment date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 March 2025

32. Related party transactions (continued)

32.6 Shareholders' current accounts - credit balances (Note 28)

31/03/2025 31/03/2024
UΚ£ UΚ£
Shareholders' current accounts 45.178 45.178

The shareholders' current accounts are interest free, and have no specified repayment date.

33. Contingent liabilities

The Group had no contingent liabilities as at 31 March 2025.

34. Commitments

The company has entered into an agreement with Bank Pictet & Cie (Europe) AG to invest in a portfolio of private real estate and in private debt instruments through non-listed regulated funds and the company is committed to invest an additional amount of US\$18.480.779 millions over 5 years.

35. Events after the reporting period

As explained in note 31 the geopolitical situation in Eastern Europe and the Middle East remains intense with the continuation of the conflict between Russia and Ukraine and the Israel-Gaza conflict. As at the date of authorising these financial statements for issue, the conflicts continue to evolve as military activity proceeds and additional sanctions are imposed.

Depending on the duration of the conflict between Russia and Ukraine and in the Middle East, and continued negative impact on economic activity, the Company might experience negative results, and liquidity restraints and incur additional impairments on its assets on 31 March 2025 which relate to new developments that occurred after the reporting period.

The exact impact on the Group's activities on 31 March 2025 and thereafter cannot be predicted.

Independent auditor's report on pages 4 to 6

DETAILED INCOME STATEMENT For the year ended 31 March 2025

Page 1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Revenue
Net rent receivable
46 19.670.204 13.868.293
Gross profit 19.670.204 13.868.293
Other operating income
Compensation for early termination of rental contracts
Operating lease rentals receivable
Excess of Group's interest in the net fair value of the subsidiaries'
assets and liabilities over cost on acquisition
15.689
3.350
296.258
600.182
1.831
378.349
Reversal of impairment - trade receivables 165.760
20.151.261
12
14.848.667
Operating expenses
Administration expenses
Selling and distribution expenses
47
47
(1.231.297)
(937.399)
(843.532)
(1.572)
17.982.565 14.003.563
Other operating expenses
Incorporation expenses
Impairment charge - trade receivables
Fair value losses on investment property
Fair value losses on financial assets at fair value through profit or
-
-
(65.763.837)
(2.168)
(127.593)
(2.035.562)
loss (104.137) -
Operating (loss)/profit (47.885.409) 11.838.240
Finance income
Finance costs
48
48
201.157
(294.612)
464.000
(948.930)
Net (loss)/profit for the year before tax (47.978.864) 11.353.310

RENTAL INCOME

For the year ended 31 March 2025

1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Rental income
Rent receivable
Other income from properties
28.084.686
428.383
20.945.965
384.230
28.513.069 21.330.195
Rental expenses
Property rates and taxes 341.326 241.133
Energy expenses 136.884 -
Repairs and maintenance 5.819.673 4.596.526
Electricity 612.766 978.540
Water supply and cleaning 66.719 61.604
Insurance 676.384 455.842
Security and sundry expenses 243.005 286.152
Other professional fees 241.042 160.013
Agent management fees 487.546 572.857
Salaries and wages abroad 217.520 94.188
Depreciation - 15.047
8.842.865 7.461.902
Net rent receivable 19.670.204 13.868.293

ADMINISTRATION EXPENSES For the year ended 31 March 2025

1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Administration expenses
Common expenses
811
909
957
Municipality taxes
480
Annual levy
3.106
442
Electricity
1.247
1.632
Water supply and cleaning
138
1.548
Sundry expenses
3.508
9.658
Stationery and printing
-
231
Auditors' remuneration - current year
74.139
59.744
Auditors' remuneration - prior years
8.457
1.521
Accounting fees
46.970
44.521
2.151
Legal fees
2.185
Other professional fees
968.756
612.179
Directors' fees
5.911
-
Overseas travelling
50.892
44.202
Depreciation of right-of-use assets
63.604
63.835
Depreciation
650
445
1.231.297 843.532
1/04/2024- 1/04/2023-
31/03/2025 31/03/2024
UΚ£ UΚ£
Selling and distribution expenses
Advertising 588 1.572
Commissions 768.617 -
Bad debts written off 168.194 -
937.399 1.572

FINANCE INCOME/COSTS For the year ended 31 March 2025

1/04/2024-
31/03/2025
UΚ£
1/04/2023-
31/03/2024
UΚ£
Finance income
Bank interest
Interest on bank current accounts
Other interest income
Realised foreign exchange profit
200.099
-
-
825
453.415
6.648
2.756
1.144
Unrealised foreign exchange profit 233
201.157
37
464.000
Finance costs
Interest expense
Interest expense on lease liabilities
115.796 116.490
Sundry finance expenses
Bank charges
16.186 40.045
Net foreign exchange losses
Realised foreign exchange loss
Unrealised foreign exchange loss
571
162.059
383
792.012
294.612 948.930

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