Annual / Quarterly Financial Statement • Jul 30, 2025
Annual / Quarterly Financial Statement
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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: | 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 |
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.
The principal activity of the Group is the holding of investment properties (commercial real estate assets primarily in the office sector in the United Kingdom and Switzerland) for long-term rental yields and for capital appreciation.
The Group's development to date, financial results and position as presented in the consolidated financial statements are not considered satisfactory and the Board of Directors is making an effort to reduce the Group's losses.
The principal risks and uncertainties faced by the Group are disclosed in notes 6, 7 and 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.
The Board of Directors does not expect any significant changes or developments in the operations, financial position and performance of the Group in the foreseeable future.
The Group is exposed to market price risk, interest rate risk, credit risk and liquidity risk from the financial instruments it holds.
The Group is exposed to 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 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 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'.
| 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 |
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.
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.
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.
The principal activity of the Group is the holding of investment properties (commercial real estate assets primarily in the office sector in the United Kingdom and Switzerland) for long-term rental yields and for capital appreciation.
The consolidated financial statements of the Group have been prepared in accordance with 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.
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.
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.
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.
The financial statements of all the Group companies are prepared using uniform accounting policies. All inter-company transactions and balances between Group companies have been eliminated during consolidation.
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired undertaking at the date of acquisition. Goodwill on acquisition of subsidiaries is included in ''intangible assets''. Goodwill on acquisitions of associates is included in ''Investments in associates''. Goodwill on acquisitions of investments in joint ventures is included in ''investments in joint ventures''.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an undertaking include the carrying amount of goodwill relating to the undertaking sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing.
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 represents the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised services to the tenants (renting of the property and other ancillary services) , excluding amounts collected on behalf of third parties (for example, value-added taxes); the transaction price. The Group includes in the transaction price an amount of variable consideration as a result of rebates/discounts only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Estimations for rebates and discounts are based on the Group's experience with similar contracts and forecasted rental and other income from the tenants.
The Group recognises revenue when the parties have approved the contract (in writing, orally or in accordance with other customary business practices ) and are committed to perform their respective obligations, the Group can identify each party's rights and the payment terms for the rental income to be transferred, the contract has commercial substance (i.e. the risk, timing or amount of the Group's future cash flows is expected to change as a result of the contract), it is probable that the Group will collect the consideration to which it will be entitled in exchange for the renting of the properties that will be transferred to the tenants and when specific criteria have been met for each of the Group's contracts with tenants.
The Group bases its estimates on historical results, taking into consideration the type of tenants, the type of transaction and the specifics of each arrangement. In evaluating whether collectability of an amount of consideration is probable, the Group considers only the tenant's ability and intention to pay that amount of consideration when it is due.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimates are reflected in the consolidated statement of profit or loss and other comprehensive income in the period in which the circumstances that give rise to the revision become known by Management.
The Group assesses whether contracts that involve the provision of a range of services contain one or more performance obligations (that is, distinct promises to provide a service) and allocates the transaction price to each performance obligation identified on the basis of its stand-alone selling price. A service that is promised to a tenant is distinct if the tenant can benefit from the service, either on its own or together with other resources that are readily available to the tenants (that is the service is capable of being distinct) and the Group's promise to transfer the service to the tenant is separately identifiable from other promises in the contract (that is, the service is distinct within the context of the contract).
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a tenant and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of service to a tenant.
Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
Rental income from investment property is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.
Other income from property is recognised as other income from properties.
Interest income is recognised on a time-proportion basis using the effective method.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in United Kingdom Pounds (UΚ£), which is the Group's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. 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.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Deferred income represents income receipts which relate to future periods.
Investment 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.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.
The accounting policies applicable to the Group as a lessor in the comparative period were not different from IFRS 16. However, when the Group was an intermediate lessor the sub-leases were classified with reference to the underlying asset.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that 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.
The Group classifies its financial assets in the following measurement categories:
The classification and subsequent measurement of debt financial assets depends on: (i) the Group's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
For investments in equity instruments that are not held for trading, the classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). This election is made on an investment-by-investment basis.
All other financial assets are classified as measured at FVTPL.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (''regular way'' purchases and sales) are recorded at trade date, which is the date when the Group commits to deliver a financial instrument. All other purchases and sales are recognised when the entity becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'other income'. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income. Financial assets measured at amortised cost (AC) comprise: cash and cash equivalents, bank deposits with original maturity over 3 months, trade receivables and financial assets at amortised cost.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in ''other income''. Foreign exchange gains and losses are presented in ''other gains/(losses)'' and impairment expenses are presented as separate line item in the consolidated statement of profit or loss and other comprehensive income.
FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within ''other gains/(losses)'' in the period in which it arises.
The Group subsequently measures all equity investments at fair value. Where the Group's Management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. The Group's policy is to designate equity investments as FVOCI when those investments are held for strategic purposes other than solely to generate investment returns. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.
Changes in the fair value of financial assets at FVTPL are recognised in ''other gains/(losses)'' in the consolidated statement of profit or loss and other comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVTPL are not reported separately from other changes in fair value.
The Group assesses on a forward-looking basis the ECL for debt instruments (including loans) measured at amortised cost and FVOCI and exposure arising from loan commitments and financial guarantee contracts. The Group measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.
The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the consolidated statement of profit or loss and other comprehensive income within ''net impairment losses on financial and contract assets. Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.
Debt instruments carried at amortised cost are presented in the consolidated statement of financial position net of the allowance for ECL. For loan commitments and financial guarantee contracts, a separate provision for ECL is recognised as a liability in the consolidated statement of financial position.
For debt instruments at FVOCI, an allowance for ECL is recognised in profit or loss and it affects fair value gains or losses recognised in OCI rather than the carrying amount of those instruments.
The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the financial assets.
For all other financial instruments that are subject to impairment under IFRS 9, the Group applies general approach - three stage model for impairment. The Group applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not creditimpaired on initial recognition is classified in Stage 1.
Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter (''12 Months ECL''). If the Group identifies a significant increase in credit risk (''SICR'') since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any (''Lifetime ECL''). Refer to note 6, Credit risk section, for a description of how the Group determines when a SICR has occurred. If the Group determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Group's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.
Additionally the Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Refer to note 6, Credit risk section for a description of how the Group determines low credit risk financial assets.
Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.
Financial assets are written-off, in whole or in part, when the Group exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write-off represents a derecognition event. The Group may write-off financial assets that are still subject to enforcement activity when the Group seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
The Group sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Group assesses whether the modification of contractual cash flows is substantial considering, among other, the following factors: any new contractual terms that substantially affect the risk profile of the asset (e.g. profit share or equity-based return), significant change in interest rate, change in the currency denomination, new collateral or credit enhancement that significantly affects the credit risk associated with the asset or a significant extension of a loan when the borrower is not in financial difficulties.
If the modified terms are substantially different, the rights to cash flows from the original asset expire and the Group derecognises the original financial asset and recognises a new asset at its fair value. The date of renegotiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Group also assesses whether the new loan or debt instrument meets the SPPI criterion. Any difference between the carrying amount of the original asset derecognised and fair value of the new substantially modified asset is recognised in profit or loss, unless the substance of the difference is attributed to a capital transaction with owners.
In a situation where the renegotiation was driven by financial difficulties of the counterparty and inability to make the originally agreed payments, the Group compares the original and revised expected cash flows to assets whether the risks and rewards of the asset are substantially different as a result of the contractual modification. If the risks and rewards do not change, the modified asset is not substantially different from the original asset and the modification does not result in derecognition. The Group recalculates the gross carrying amount by discounting the modified contractual cash flows by the original effective interest rate, and recognises a modification gain or loss in profit or loss.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks and bank overdrafts. In the consolidated statement of financial position, bank overdrafts are included in borrowings in current liabilities. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
These amounts generally arise from transactions outside the usual operating activities of the Group. They are held with the objective to collect their contractual cash flows and their cash flows represent solely payments of principal and interest. Accordingly, these are measured at amortised cost using the effective interest method, less provision for impairment. Financial assets at amortised cost are classified as current assets if they are due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current assets.
Trade receivables are amounts due from tenants for services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.
Trade receivables are recognised initially at the amount specified in the rental agreements signed unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Trade receivables are also subject to the impairment requirements of IFRS 9. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. See note 6, Credit risk section.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a tenant to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 180 days past due.
Financial 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 are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
An exchange between the Group and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. (In addition, other qualitative factors, such as the currency that the instrument is denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in loan covenants are also considered.)
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity.
Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.
Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position.
Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current when the services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group. Other prepayments are written off to profit or loss when the services relating to the prepayments are received. If there is an indication that the assets and services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss.
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
At the date of approval of these consolidated financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the consolidated financial statements of the Group.
The Group is exposed to market price risk, interest rate risk, credit risk, liquidity risk, currency risk, operational risk, compliance risk, reputation risk, capital risk management and other risks arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:
The Group is exposed to debenture price risk because of debentures held by the Group and classified on the consolidated statement of financial position at fair value through profit or loss. The Group is not exposed to commodity price risk.
The Group's 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.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to tenants, including outstanding receivables.
Credit risk is managed on a group basis. For banks and financial institutions, the Group has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of 'C'.
If tenants are independently rated, these ratings are used. Otherwise, if there is no independent rating, Management assesses the credit quality of the tenants, taking into account its financial position, past experience and other factors.
These policies enable the Group to reduce its credit risk significantly.
The Group has the following types of financial assets that are subject to the expected credit loss model:
The impairment methodology applied by the Group for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
Impairment losses are presented as net impairment losses on financial and contract assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Group considers the probability of default upon initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:
(ii) Impairment of financial assets (continued)
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. No significant changes to estimation techniques or assumptions were made during the reporting period.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment.
The Group has decided to use the low credit risk assessment exemption for investment grade financial assets. Management consider 'low credit risk' for listed bonds to be an investment grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Financial assets are written off when there is no reasonable expectation of recovery, such as a tenants failing to engage in a repayment plan with the Group. The Group categorises a debt financial asset for write off when a tenants fails to make contractual payments greater than 180 days past due. Where debt financial assets have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
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.
(ii) Impairment of financial assets (continued)
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
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash.
The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
| 31 March 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 |
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.
Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems as well as the risk of human error and natural disasters. The Group's systems are evaluated, maintained and upgraded continuously.
Compliance risk is the risk of financial loss, including fines and other penalties, which arises from noncompliance with laws and regulations of the state. The risk is limited to a significant extent due to the supervision applied by the Compliance Officer, as well as by the monitoring controls applied by the Group.
The risk of loss of reputation arising from the negative publicity relating to The Group's operations (whether true or false) may result in a reduction of its clientele, reduction in revenue and legal cases against the Group. The Group applies procedures to minimize this risk.
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Group's overall strategy remains unchanged from last year.
Negative trends in economic activity, and specifically the real estate markets in United Kingdom and Switzerland may affect the occupier demand ,rental rates and investment valuation in respect of the Group's properties. The Group is focused on leasing to credit worthly tenants with either moderate exposure to developments in the economies it operates and/or with very sound financial standing.
Any error or negative trend in valuations of properties would significantly impact the results of the Group. Changes in occupational trends (e.g. requirement for more flexible space and building management technologies) can impact future revenue generating capacity and hence impact the valuation of properties.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
When measuring expected credit losses the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.
Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Critical judgements in applying the Group's accounting policies
The fair value of investment property is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the investment property has been estimated based on the fair value of their individual assets.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in note 6, Credit risk section.
The impairment test is performed using the discounted cash flows expected to be generated through the use of non-financial assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Group estimates the recoverable amount of the cash generating unit in which the asset belongs to.
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units of the Group on which the goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cashgenerating units using a suitable discount rate in order to calculate present value.
The Board of Directors assesses the useful lives of depreciable assets at each reporting date, and revises them if necessary so that the useful lives represent the expected utility of the assets to the Group. Actual results, however, may vary due to technological obsolescence, mis-usage and other factors that are not easily predictable.
The Group derives its revenue mainly from rental contracts with tenants.
| Disaggregation of revenue | 1/04/2024- | 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 |
| 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 | |
| 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 |
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.
| 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 |
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) |
| 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 |
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.
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) |
| 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) |
| 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) |
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.
| 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:
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 |
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) | - | |
| 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.
| 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.
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.
| 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.
| 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 |
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.
| 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.
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.
| 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.
| 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 |
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.
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.
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:
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 | - |
| 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.
| 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.
| 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.
| 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.
| 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.
The Group had no contingent liabilities as at 31 March 2025.
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.
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
| 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 |
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 |
| 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 |
| 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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