Annual / Quarterly Financial Statement • Mar 19, 2024
Annual / Quarterly Financial Statement
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| I. | Statement of the Management Board 17 | ||||||
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| II. | Selected financial data of the MLP Group S.A. Group 18 | ||||||
| III. | Consolidated financial statements 22 | ||||||
| Authorisation of the consolidated financial statements for issue 22 | |||||||
| Consolidated statement of profit or loss and other comprehensive income 23 | |||||||
| Consolidated statement of financial position 25 | |||||||
| Consolidated statement of cash flows 27 | |||||||
| Consolidated statement of changes in equity 29 | |||||||
| Notes to the Consolidated Financial Statements 31 | |||||||
| 1. | General information 31 | ||||||
| 1.1. | The Parent 31 | ||||||
| 1.2. | The Group 31 | ||||||
| 1.3. | Changes in the Group 33 | ||||||
| 1.4. | Shareholding structure of the Parent 34 | ||||||
| 1.4.1 | Shareholders holding, directly or through subsidiaries, 5% or more of total voting rights in the Company 34 |
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| 1.4.2 bodies 34 |
Shares and rights to shares of the Parent held by members of management and supervisory | ||||||
| 2. | Basis of accounting used in preparing the Consolidated Financial Statements 35 | ||||||
| 2.1. Statement of compliance 35 |
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| 2.2. | Status of Standards approval in the European Union 35 | ||||||
| 2.2.1 | Standards and interpretations approved by the European Union which were not yet effective as at the reporting date 35 |
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| 2.2.2 | Standards and interpretations approved by the European Union effective as of 1 January 2023 36 |
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| 2.3. | Basis of accounting used in preparing the Consolidated Financial Statements 36 | ||||||
| 2.4. | Functional currency and presentation currency of the financial statements; rules applied to translate financial data 36 |
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| 2.4.1 | Functional currency and presentation currency 36 | ||||||
| 2.4.2 | Rules applied to translate financial data 36 | ||||||
| 2.5. | Use of estimates and judgements 37 | ||||||
| 3. | Material accounting policies 37 | ||||||
| 3.1. | Basis of consolidation 37 | ||||||
| 3.2. | Foreign currencies 38 | ||||||
| 3.3. | Financial instruments 38 | ||||||
| 3.3.1 | Derivative financial instruments, including hedge accounting 38 | ||||||
| 3.3.2 | Financial assets and liabilities measured at amortised cost 39 |
| 3.3.3 Financial assets at fair value through profit or loss 39 |
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|---|---|---|
| 3.4. | Equity 40 | |
| 3.4.1 Share capital 40 |
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| 3.4.2 Statutory reserve funds 40 |
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| 3.4.3 Share premium 40 |
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| Interest rate hedge reserve 3.4.4 |
40 | |
| 3.4.5 Capital reserve 40 |
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| 3.4.6 Profit/(loss) brought forward 40 |
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| 3.5. | Property, plant and equipment 40 | |
| 3.5.1 Measurement of property, plant and equipment 40 |
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| 3.5.2 Subsequent expenditure 41 |
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| 3.5.3 Depreciation 41 |
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| 3.6. | Intangible assets 41 | |
| 3.7. | Investment property 41 | |
| 3.8. | Investment property under construction 42 | |
| 3.9. | Leased assets – the Group as the lessee 42 | |
| 3.10. | Impairment of assets 42 | |
| 3.10.1 Financial assets 42 | ||
| 3.10.2 Non-financial assets 43 | ||
| 3.11. | Employee benefits 43 | |
| 3.12. | Trade and other receivables 43 | |
| 3.13. | Cash and cash equivalents 44 | |
| 3.14. | Provisions 44 | |
| 3.15. | Borrowings and bonds 44 | |
| 3.16. | Trade and other payables 44 | |
| 3.17. | Revenue 45 | |
| 3.16.1 Rental income 45 | ||
| 3.16.2 Revenue from property management services 45 | ||
| 3.18. | Lease payments 45 | |
| 3.19. | Finance income and costs 45 | |
| 3.20. | Income tax 45 | |
| 3.21. | Earnings per share 46 | |
| 3.22. | Segment reporting 46 | |
| Financial risk management 46 | ||
| 4.1. | Credit risk 46 | |
| 3.1.1 Trade and other receivables 47 |
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| 3.1.2 Loans 47 |
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| 4.2. | Liquidity risk 47 | |
| 4.3. | Market risk 47 | |
| 4.3.1 Currency risk 47 |
| 4.3.2 Interest rate risk 47 |
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|---|---|---|---|---|---|---|
| 4.4. | Risk related to the Group's dependence on macroeconomic conditions 48 | |||||
| 4.5. | Risks related with factors specific to the real estate sector 48 | |||||
| 4.6. | Risk related to a possible downturn on the real estate market and general slowdown 48 | |||||
| 4.7. | Risk related to land acquisition 48 | |||||
| 4.8. | Risk related to property rental 49 | |||||
| 4.9. | Capital management 49 | |||||
| 5. | Segment reporting 49 | |||||
| 6. | Revenue 51 | |||||
| 7. | Other income 52 | |||||
| 8. | Other expenses 52 | |||||
| 9. | Distribution costs and administrative expenses 52 | |||||
| 10. | Finance income and costs 54 | |||||
| 11. | Income tax 54 | |||||
| 12. | Property, plant and equipment 56 | |||||
| 13. | Investment property 58 | |||||
| 13.1. | Fair value measurement of the Group's investment property 59 | |||||
| 13.2. yield. |
The key assumptions made by independent expert appraisers for the valuation of existing buildings and buildings under construction, as well as sensitivity analysis of existing building valuations to changes in 61 |
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| 14. | Deferred tax 63 | |||||
| 15. | Investments and other investments 65 | |||||
| 15.1. | Change in financial assets attributable to financing and other activities 65 | |||||
| 16. | Other non-current assets 66 | |||||
| 17. | Trade and other receivables 66 | |||||
| 18. | Cash and cash equivalents 67 | |||||
| 19. | Notes to the consolidated statement of cash flows 67 | |||||
| 19.1. | Cash flows from borrowings 67 | |||||
| 19.2. | Change in receivables 68 | |||||
| 19.3. | Change in current and other liabilities 68 | |||||
| 20. | Equity 68 | |||||
| 20.1. | Share capital 68 | |||||
| 21. | Earnings and dividend per share 69 | |||||
| 22. | Liabilities under borrowings and other debt instruments, and other liabilities 69 | |||||
| 22.1. | Non-current liabilities 69 | |||||
| 22.2. | Current liabilities 70 | |||||
| 22.3. | Change in financial liabilities attributable to financing and other activities 70 | |||||
| 22.4. | Liabilities under notes 73 | |||||
| 22.5. | Unsecured borrowings and borrowings secured by the Group's assets 74 | |||||
| 23. | Employee benefit obligations 76 | |||||
| 24. | Trade and other payables 76 |
| 25. | Financial instruments 77 | |||||
|---|---|---|---|---|---|---|
| 25.1. | Measurement of financial instruments 77 | |||||
| 25.1.1 Financial assets 77 | ||||||
| 25.1.2 Financial liabilities 79 | ||||||
| 25.2. | Other disclosures relating to financial instruments 79 | |||||
| 25.3. | Nature and extent of risks arising from financial instruments 82 | |||||
| 25.3.1 Currency risk 83 | ||||||
| 25.3.2 Interest rate risk 85 | ||||||
| 25.3.3 Credit risk 86 | ||||||
| 26. | Leases 86 | |||||
| 27. | Contractual investment commitments 86 | |||||
| 28. | Contingent liabilities and security instruments 87 | |||||
| 28.1. | Mortgages 89 | |||||
| 28.2. | Financial and registered pledges on shares 95 | |||||
| 28.3. | Pledges on cash receivables and on collection of rights and assets 103 | |||||
| 28.4. | Guarantees 105 | |||||
| 28.5. | Sureties 106 | |||||
| 28.6. | Other security interests 106 | |||||
| 33. | Employees 115 | |||||
| 34. | Information on the auditor 116 | |||||

The riskiest thing in the world is the belief that there is no risk. By the same token, the safest (and most rewarding) is when everyone is convinced there is a risk – that adage defined our way of operations in 2023 and paved the way we will operate in through 2024 and onwards.
2023 was a pivotal year for MLP Group and we have reported an excellent set of operating and financial results despite the fact that in 2023 we faced volatile economic conditions and potential risks aligned with economical slow-down. There has not been a recession in 2023 and most probably it will also not happen 2024 but economy still remains challenging, witnessing multiple geopolitical challenges. I have been always saying that there are 2 kinds of times => the times when we know what is going to happen and the times of uncertainties => the main difference is that in the first times we are continuously wrong.
Inflation and macroeconomics have been the most important subjects of discussion in recent months, as we have faced many adversities and, rather than easing, some have continued to intensify but the recession has not materialized. I have summarized the most important points regarding the matter:
Although I begin this letter to shareholders in a challenging landscape, I remain proud of what had been achieved in 2023. We delivered excellent results, both from an operational and financial point of view, driven by strong leasing performance across Europe. MLP Group has one of the best and most modern pan-European industrial warehouse portfolio with approx. 70% of assets developed within recent 5 years.
MLP Group has stable occupancy rate at 95% for the last several years. The portfolio WAULT stood at above 7 years. Rent collection level stood at 99% with no deterioration in payment profile. Customer relationship management helps us develop long-term relations reaching even over 20 years with the retention rate of approx. 100%.
With approximately 200 tenants, MLP Group has a wide and diversified international tenant base, consisting of blue-chip companies with strong credit ratings. MLP Group's tenants represent a broad range of industries, including manufacturing, high-tech, automotive, and e-commerce, retail, wholesale, and third-party logistics. This tenant base is highly diversified, with no single tenant accounting for more than 7% of its annual rent roll. MLP Group's top 10 tenants provide 36% of annual rental income.
| Company | Country of origin |
Valuation change (%) |
Rental revenue growth y/y |
Like-for-Like rental growth |
ICR | LTV | FFO Yield (%) |
P/NAV |
|---|---|---|---|---|---|---|---|---|
| MLP GROUP |
10%* 2023: 1,031 bln EUR |
+34% | +7.7% | 2.3x | 38.6% | 5.48% | 0.74x | |
| 18.9% 2023: 12,039.2 mn EUR |
+20.1% | +7.4% | 3.8x | 46.0% | 5.25% | 1.1x | ||
| SEGRO | 2 AN |
-4.0% 2023: 17,762 mn GBP |
+12% | +6.5% | 2.7x | 34.0% | 4.17% | 1.0x |
| WDP | 0.2% 1H 2023: 6,367.2 mn EUR |
+15.3% | +6.0% | 6.5x | 38.1% | 3.92% | 1.4x | |
| LOGICOR | * : | -0.6% 2023: 15,340 mn EUR |
+5.1% | +5.7% | 4.6x | 48.9% | N/A | N/A |
| VGP | 4.9% 1H 2023:6,759 mn EUR |
+51.6% | N/A | 10.5x | 49.2% | 1.06% | 1.1x |
* Gross Asset Value without Perpetual Usufruct and residential properties
MLP Group managed to deliver very good results, in both, from an operational and financial point of view, especially in relation to the competitors, proving that MLP Group is the fastest growing logistics platform in Europe, combining conservative business criteria with rapid business growth.
The quality and location of our portfolio is important to our tenants, but in our DNA we believe the high level of service we provide is crucial to maintaining high customer retention as well as low vacancy and the most importantly satisfaction. According to our recurring satisfaction survey 95% (increase by +1 vs. 2022) of tenants said that they considered MLP as the most professional business partner.
Despite of the challenging economic landscape, 2023 was a successful period for us - we continued our strategy deployed in 2021 but from a much stronger equity position than we had in the past years.
PLN/EUR strengthening had adverse impact on the value of our investment property. Due to the strengthening of PLN in the reporting period - as at December 31, 2022 EUR 1 = PLN 4.6899 as at the reporting date of December 31, 2023 EUR 1 = PLN 4.3480, a decrease of PLN 0.3419 (-7%). As a consequence, the value of our investment properties decreased by PLN 320,090 thousand.

Gross Asset Value without Perpetual Usufruct and residential properties
MLP's Portfolio is valued in EUR and for the presentation in Financial Statement is translated into PLN with the exchange rate (EUR/PLN) at the balance date.
Despite slightly widening Yields (on average 24bps), we were able to slightly increase the Gross Asset Value (+11%), which was related to the handover of newly leased space to tenants and a significant increase in rental rates.
Net Assets Value (NAV) reached PLN 2 395.6 million (-4% vs. 31 December 2022), EUR 551.0 million (+3% vs. 31 December 2022).

MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)


Having faced challenging conditions last year, we were able to increase the value of our assets. Yield widening significantly offset with increase in ERV and rents in MLP's portfolio.
Lease agreements signed in 2023 around 276 thousand sqm (including binding LOI for 13 340 sqm).
As occupier demand remains robust and the supply of new industrial & logistics space is decreasing, vacancies stay low, allowing us to continue to drive rental growth but occupiers taking longer to make final decisions but in summary the business environment is positive.
As at 31 December 2023, development projects were ongoing across all countries totalling 182,332 sqm i.e. in Poland 166,332 sqm and in Romania 16,000 sqm of spec development.". We leased 40 % of this development in the construction, which reconfirms the robustness of the occupier market. We expect to lease all properties under construction by YE. It is worth mentioning that the average rental rate is 20% higher vs. 2022 and the lease vault will be close to 11 years.
Our total portfolio reached 1,079,038 sqm with 95.0% occupancy across all our assets and new space under development amounts to 182,000 sqm.
Our customer base remains well diversified, reflecting the multitude of uses of warehouse space. Top 10 tenants provide 36% of annual rental income. Customers from the light manufacturing and logistics sector were the largest takers of our space during 2023. We strongly believe that the trend of nearshoring will be maintained in 2024. In the last year, 56% of new leases was generated by existing MLP Group's tenants.
In 2023, we saw strong like-for-like rental growth of 7.7% during the year. We continue to see robust occupier demand combined with market vacancies close to historic lows in supply-constrained markets. Moreover, 2023 saw the delivery of approx. 106 thousand sqm of GLA in MLP Group portfolio, adding PLN 47.5 mn of contracted rent with the rent generated by the construction finished in previous year. Thanks to our profitable pipeline we continue to deliver positive revaluations with the high level of yield on cost – exceeding on average 11%, mobilizing our industry leading landbank, which we have been able to acquire at attractive prices.

Strong tenants' portfolio – none of MLP Group's tenants run into insolvency nor significant liquidity problems - very restrictive and conservative tenants' acceptance policy brings sufficient level of comfort for economic slowdown. In addition, based on the tenant stress test we conducted, we do not expect any tenants to have any problems with paying rent on time - which only further confirms our very conservative customer acceptance policy brings expected results.
At 31 December 2023, our portfolio generated rental income of PLN 200.9 million. During the year, we contracted PLN 21.8 million of new rent. We increased the rent from our existing space significantly by capturing reversionary potential and due to the impact of indexation by PLN 26.2 million.
MLP GROUP 1Q 2023 RESULTS
MLP Group is on track with its expansion plan for the roll-out of photovoltaic systems over the course of 2023. With an average cost of approx. EUR 770,000 per MWp, MLP Group targets a YoC of 15% for these investments. MLP Group sustainability ambition goes hand in hand with more and more tenants requesting photovoltaic systems, as they provide them with i) improved energy security, ii) a lower cost of occupancy, iii) compliance with increased regulation and / or their clients requirements and iv) the ability to fulfil their own ESG ambitions.
MLP Group has already assembled 4.67 MWp of photovoltaic systems on the top of the roof and plans to increase this amount to 7.12 MWp by the end of this year. The goal is to install a photovoltaic system on every project and treat it as a standard for constructing new properties.
In line with our conservative financial approach, MLP Group benefits from a solid liquidity position to fund its growth ambitions, with a fixed cost of debt and conservative repayment profile. Considering the current geopolitical situation and high volatility in the economy, we are very well prepared for the current challenges.
MLP Group has a very good financial standing and a safe capital structure enabling the implementation of long-term strategic goals. With the modest leverage, long-average debt maturity of 4.3 years, no near-term refinancing requirements and virtually entire debt at fixed or capped rates, we have significant financial flexibility to continue to invest capital in the development and acquisition opportunities that offer the most attractive risk-adjusted returns.
Let me start with this adage - all of our knowledge is about the past and all our decisions are about the future, which is unknown by definition.
Occupier demand for warehouse space across all markets where we operate, is robust and the combination of near-shoring, influx of Asian investors, enhancing resilience of supply chains are expected to further drive the demand. We expect this contrast between positive demand and limited supply to drive further growth in rental levels.
As the demand stays stable, we have defined our geographical new rental target for 2024. In 2024 we lease our Business Park Projects in Vienna, Schalke (Gelsenkirchen), Łódź and Big-Box projects in Poznań, Idstein (Frankfurt am Main), Berlin-Spreenhagen => those projects shall significantly contribute not only to our rental but also to NAV in 2024. In previous years we were focusing on preparation of those projects and 2024 will be the harvesting year.

In 2024, we signed or in signing process by June 2024 of approx. 84 thousand sqm. That should already translated to new rental annualized income of EUR 6.2 million.
Our Projects in Vienna and Schalke will be become ultimately our signature projects and will create point of reference in industrial-logistic sector.
Our strategic goal is to constantly expand the warehouse portfolio. MLP Group replenishes its landbank on a continual basis. In the reporting period, among others, we acquired the following plots reflecting our strategic development goals:
We expect further growth in rental rates and ERV (estimated rental values) supported by structural drivers of occupational demand and limited supply (vacancy rate at the lowest level).
In 2024, capital expenditure (CAPEX) will amount to approximately EUR 190 million, of which approximately 25% will be allocated to plots' purchases. We plan to lease approx. 200-300 thousand sqm of the new warehouse space.
Most importantly, we will continue our development in Germany, where we are systematically increasing our portfolio of projects. We plan to strengthen and expand our presence in the regions where we are already present i.e. Ruhr area, Brandenburg and Hessen land. Further development on the German market is a key point of our strategy.
Urban/City logistics projects (MLP Business Park) as will be of our focused in 2024 and onwards being a high growth potential, high profitability and resilient to economic downturns products. Our target is to equalize value of Urban logistic projects with Big-Box by 2028.
I would like to express my deep gratitude and appreciation to all employees. From this letter, I hope shareholders and all readers gain an appreciation for the tremendous character and capabilities of MLP Group's team and I hope you are as proud of them as I am.
2023 might not have been the time that we all expected, but our business has shown its quality and resilience and has continued to deliver value. I am proud of how everyone at MLP Group has come together and worked hard to make this happen.
Radosław T. Krochta
President & CEO of MLP Group
The consolidated financial statements of the MLP Group S.A. Group ("the Group") for the period from 1 January 2023 to 31 December 2023 and the comparative data for the period from 1 January 2022 to 31 December 2022 have been prepared in compliance with the applicable accounting policies described in Note 3 and present a true, accurate and fair view of the Group's assets, financial condition and financial results. The Management Board's Report on the activities of the MLP Group S.A. Group presents a true view of the development, achievements and condition of the Group, including a description of key threats and risks.
We also represent that the entity qualified to audit the financial statements that audited the consolidated financial statements of the Group for the 12 months ended 31 December 2023, i.e. PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt Sp.k., was appointed in accordance with the law. The entity and the statutory auditor who performed the audit satisfied the conditions to issue an unbiased and independent opinion on the audit, in compliance with the applicable laws and professional standards.
Signed by the Management Board and the person responsible for maintaining the books of account, using qualified digital signatures.
Pruszków, 18 March 2024
Average exchange rates of the Polish złoty against the euro during the reporting period:
| 31 December | 31 December | |
|---|---|---|
| 2023 | 2022 | |
| Average mid exchange rate during the reporting period* |
4.5284 | 4.6883 |
| Mid exchange rate on the last day of the reporting period |
4.3480 | 4.6899 |
* Arithmetic mean of the mid exchange rates effective as at the last day of each month in the reporting period.
Key items of the consolidated statement of financial position translated into the euro:
| as at 31 December | 2023 | 2022 | ||
|---|---|---|---|---|
| PLN | EUR | PLN | EUR | |
| thousand | thousand | thousand | thousand | |
| Non-current assets | 4,667,657 | 1,073,518 | 4,575,262 | 975,557 |
| Current assets | 421,971 | 97,049 | 414,876 | 88,462 |
| Total assets | 5,089,628 | 1,170,567 | 4,990,138 | 1,064,019 |
| Non-current liabilities | 2,351,692 | 540,867 | 2,219,946 | 473,347 |
| Current liabilities | 342,308 | 78,728 | 272,241 | 58,048 |
| Equity, including: | 2,395,628 | 550,972 | 2,497,951 | 532,624 |
| Share capital | 5,999 | 1,380 | 5,999 | 1,279 |
| Total equity and liabilities | 5,089,628 | 1,170,567 | 4,990,138 | 1,064,019 |
| Number of shares | 23,994,982 | 23,994,982 | 23,994,982 | 23,994,982 |
| Book value per share and diluted book value per share attributable to owners of the parent (PLN) |
99.84 | 22.96 | 104.10 | 22.20 |
The data in the consolidated statement of financial position was translated at the mid exchange rate quoted by the National Bank of Poland for the last day of the reporting period.
Key items of the consolidated statement of profit or loss and other comprehensive income converted into the euro:
| for the year ended 31 December | 2023 | 2022 | ||
|---|---|---|---|---|
| PLN | EUR | PLN | EUR | |
| thousand | thousand | thousand | thousand | |
| Rental income | 200,874 | 44,359 | 152,886 | 32,610 |
| Revenue from property management services | 159,886 | 35,307 | 126,187 | 26,915 |
| Other income | 2,140 | 473 | 3,041 | 649 |
| Gain/(loss) on revaluation of investment property |
(257,680) | (56,903) | 455,565 | 97,171 |
| Costs of self-provided property management services |
(136,254) | (30,089) | (102,107) | (21,779) |
| General and administrative expenses | (35,233) | (7,780) | (34,538) | (7,367) |
| Operating profit/(loss) | (79,667) | (17,593) | 590,216 | 125,891 |
| Profit/(loss) before tax | (60,826) | (13,432) | 529,092 | 112,854 |
| Net profit/(loss) | (52,058) | (11,496) | 422,390 | 90,094 |
| Total comprehensive income | (102,287) | (22,588) | 491,452 | 104,825 |
| Net profit/ (loss) attributable to owners of the parent |
(52,058) | (11,496) | 422,390 | 90,094 |
| Earnings per share and diluted earnings per share attributable to owners of the parent (PLN) |
(2.17) | (0.48) | 19.69 | 4.20 |
The data in the consolidated statement of profit or loss and other comprehensive income was translated at the average euro exchange rate calculated as the arithmetic mean of the mid exchange rates quoted by the National Bank of Poland for the last day of each month in the reporting period.
Key items of the consolidated statement of cash flows converted into the euro:
| for the year ended 31 December | 2023 | 2022 | |||
|---|---|---|---|---|---|
| PLN thousand |
EUR thousand |
PLN thousand |
EUR thousand |
||
| Net cash from operating activities | 176,906 | 39,066 | 164,653 | 35,120 | |
| Cash from investing activities | (486,866) | (107,514) | (508,612) | (108,485) | |
| Cash from financing activities | 335,722 | 74,137 | 477,282 | 101,803 | |
| g | 25,762 | 5,689 | 133,323 | 28,438 | |
| Total cash flows | 29,047 | 6,414 | 137,966 | 29,428 |
The data in the consolidated statement of cash flows was translated at the average euro exchange rate calculated as the arithmetic mean of the mid exchange rates quoted by the National Bank of Poland for the last day of each month in the reporting period.
| as at 31 December | 2023 | 2022 | |||
|---|---|---|---|---|---|
| PLN | EUR | PLN | EUR | ||
| thousand | thousand | thousand | thousand | ||
| Cash at beginning of period | 315,200 | 72,493 | 177,234 | 38,534 | |
| Cash at end of period | 344,247 | 79,174 | 315,200 | 67,208 |
The following exchange rates were used to translate the presented data from the consolidated statement of cash flows:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)

On 18 March 2024, the Management Board of the Parent. i.e. MLP Group S.A., authorised for issue the Consolidated financial statements (the "Consolidated Financial Statements") of the MLP Group S.A. Group (the "Group") for the period from 1 January 2023 to 31 December 2023.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
The Consolidated Financial Statements for the period from 1 January 2023 to 31 December 2023 have been prepared in accordance with International Financial Reporting Standards as approved by the European Union ("EU IFRS"). In this report, information is presented in the following sequence:
Consolidated statement of profit or loss and other comprehensive income for the period from 1 January to 31 December 2023, showing a net loss of PLN 52,058 thousand.
Consolidated statement of financial position as at 31 December 2023, showing total assets and total equity and liabilities of PLN 5,089,628 thousand.
Consolidated statement of cash flows for the period from 1 January to 31 December 2023, showing a net increase in cash of PLN 29,047 thousand.
Consolidated statement of changes in equity for the period from 1 January to 31 December 2023, showing a decrease in consolidated equity of PLN 102,323 thousand.
Notes to the Consolidated Financial Statements.
These Consolidated Financial Statements have been prepared in thousands of PLN, unless otherwise stated.
Signed by the Management Board with qualified digital signatures.
| for the year ended 31 December | Note | 2023 | 2022 Restated* |
|---|---|---|---|
| Rental income | 6 | 200,874 | 152,886 |
| Revenue from property management services | 6 | 159,886 | 126,187 |
| Costs of self-provided property management services | 9 | (136,254) | (102,107) |
| Gross operating profit/(loss) | 224,506 | 176,966 | |
| General and administrative expenses | 9 | (35,233) | (34,538) |
| Gain/(loss) on revaluation of investment property | (257,680) | 455,565 | |
| Other income | 7 | 2,140 | 3,041 |
| Other expenses | 8 | (13,400) | (10,818) |
| Operating profit/(loss) | (79,667) | 590,216 | |
| Finance income | 10 | 100,473 | 755 |
| Finance costs | 10 | (81,632) | (61,879) |
| Net finance costs | 18,841 | (61,124) | |
| Profit/(loss) before tax | (60,826) | 529,092 | |
| Income tax | 11 | 8,768 | (106,702) |
| Net profit/(Net loss) | (52,058) | 422,390 | |
| Net profit attributable to: | |||
| Owners of the Parent | (52,058) | 422,390 | |
| Other comprehensive income that will be reclassified to profit or loss: |
|||
| Exchange differences on translation of foreign operations | (12,810) | 2,970 | |
| Effective portion of changes in fair value of Interest Rate Hedge | (45,951) | 81,595 | |
| Reserves | |||
| Other comprehensive income that will be reclassified to profit or loss, before tax |
(58,761) | 84,565 | |
| Other comprehensive income, gross | (58,761) | 84,565 | |
| Income tax on other comprehensive income that will be reclassified | 8,532 | (15,503) | |
| to profit or loss | |||
| Other comprehensive income, net | (50,229) | 69,062 | |
| Total comprehensive income | (102,287) | 491,452 | |
| Comprehensive income attributable to: Owners of the Parent |
(102,287) | 491,452 |
* The change in presentation compared to the Group's Consolidated Report 2022 was described in Note 3.
| - Earnings per ordinary share (2.17) 19.69 |
|
|---|---|
| Diluted earnings per ordinary share: | |
| - Diluted earnings per ordinary share (2.17) 19.69 |
| as at 31 December Note |
2023 | 2022 | |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 12 | 24,683 | 9,906 |
| Intangible assets | 94 | 59 | |
| Investment property | 13 | 4,541,505 | 4,432,975 |
| Other long-term financial investments | 15 | 87,481 | 127,873 |
| Other non-current assets | 16 | 7,853 | 882 |
| Deferred tax assets | 14 | 6,041 | 3,567 |
| Total non-current assets | 4,667,657 | 4,575,262 | |
| Current assets | |||
| Inventories | 504 | - | |
| Short-term investments | 15 | 1,722 | - |
| Income tax receivable | 17 | 2,573 | 808 |
| Trade and other receivables | 17 | 64,315 | 91,810 |
| Other short-term investments | 15 | 8,610 | 7,058 |
| Cash and cash equivalents | 18 | 344,247 | 315,200 |
| Total current assets | 421,971 | 414,876 | |
| TOTAL ASSETS | 5,089,628 | 4,990,138 | |
| Equity | 20 | ||
| Share capital | 5,999 | 5,999 | |
| Share premium | 485,312 | 485,348 | |
| Interest rate hedge reserve | 24,639 | 62,058 | |
| Translation reserve | (9,114) | 3,696 | |
| Retained earnings, including: | 1,888,792 | 1,940,850 | |
| Capital reserve | 83,542 | 83,680 | |
| Statutory reserve funds | 168,129 | 168,129 | |
| Profit/(loss) brought forward | 1,689,179 | 1,266,651 | |
| Net profit | (52,058) | 422,390 | |
| Equity attributable to owners of the parent | 2,395,628 | 2,497,951 | |
| Total equity | 2,395,628 | 2,497,951 | |
| Non-current liabilities | |||
| Borrowings and other debt instruments | 22.1 | 1,907,605 | 1,764,320 |
| Deferred tax liabilities | 14 | 365,113 | 400,567 |
| Other non-current liabilities | 22.1 | 78,974 | 55,059 |
| Total non-current liabilities | 2,351,692 | 2,219,946 |
| Current liabilities | |||
|---|---|---|---|
| Borrowings and other debt instruments | 22.2 | 206,080 | 92,165 |
| Employee benefit obligations | 23 | 364 | 2,071 |
| Income tax payable | 24 | 8,375 | 10,014 |
| Trade and other payables | 24 | 127,489 | 167,991 |
| Current liabilities other than held for sale | 342,308 | 272,241 | |
| Total current liabilities | 342,308 | 272,241 | |
| Total liabilities | 2,694,000 | 2,492,187 | |
| TOTAL EQUITY AND LIABILITIES | 5,089,628 | 4,990,138 |
| for the year ended 31 December | Note | 2023 | 2022 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | (60,826) | 529,092 | |
| Total adjustments: | 261,764 | (357,380) | |
| Depreciation and amortisation | 678 | 425 | |
| Change in fair value of investment property | 257,680 | (455,565) | |
| Net interest | 73,517 | 37,606 | |
| Exchange differences | (109,752) | 14,049 | |
| Gain/loss on sale of property, plant and equipment | 44 | - | |
| Other | (6,971) | 57 | |
| Change in inventory | 19.2 | (504) | 19 |
| Change in receivables | 27,495 | (13,375) | |
| Change in current and other liabilities | 19.3 | 19,577 | 59,404 |
| Cash from operating activities | 200,938 | 171,712 | |
| Income tax paid | (24,032) | (7,059) | |
| Net cash from operating activities | 176,906 | 164,653 | |
| Cash flows from investing activities | |||
| Interest received | - | 3,914 | |
| Proceeds from repayment of loans granted | 19.1 | - | 2,818 |
| Expenditures on the construction of investment properties and the | (466,530) | (574,387) | |
| purchase of investment land | |||
| Acquisition of intangible assets | (102) | - | |
| Acquisition of property, plant and equipment | (15,512) | (6,917) | |
| Proceeds from disposal of other investments in financial assets | - | 70,834 | |
| Other investment inflows (outflows) | (4,722) | (4,834) | |
| Cash from investing activities | (486,866) | (508,612) | |
| Cash flows from financing activities | |||
| Increase in bank and loan borrowings | 19.1 | 590,713 | 440,112 |
| Repayment of bank and non-bank borrowings, including refinanced bank borrowings |
19.1 | (258,960) | (41,364) |
| Cost of new share issue | (36) | - | |
| Redemption of notes | (54,708) | (94,118) | |
| Issue of debt securities | 130,445 | 28,547 | |
| Interest paid on loans (including fixed-rate interest rate swaps), bonds, and leases * |
(71,593) | (37,873) | |
| Lease payments | (139) | - | |
| Net proceeds from issue of shares | - | 181,978 | |
| Cash from financing activities | 335,722 | 477,282 | |
| Total cash flows, net of exchange differences | 25,762 | 133,323 | |
| Effect of exchange differences on cash and cash equivalents | 3,285 | 4,643 | |
| Total cash flows | 29,047 | 137,966 | |
| Cash and cash equivalents at beginning of period | 18 | 315,200 | 177,234 |
| Cash and cash equivalents at end of period | 18 | 344,247 | 315,200 |
and PLN 102 thousand interest paid on leases.
| Share capital |
Share premium |
Reserve capital from the valuation of hedging instruments * |
Translation reserve |
Total retained earnings |
including capital reserve |
including reserve funds |
including profit carried forward |
including net profit |
Total equity attributable to owners of the parent |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2023 | 5,999 | 485,348 | 62,058 | 3,696 | 1,940,850 | 83,680 | 168,129 | 1,266,651 | 422,390 | 2,497,951 | 2,497,951 |
| Comprehensive income: Net profit/(loss) Total other comprehensive income |
- - |
- - - (37,419) |
- (12,810) |
(52,058) - |
- - |
- - |
- | (52,058) - |
(52,058) (50,229) |
(52,058) (50,229) |
|
| Comprehensive income for the year ended 31 December 2023 |
- | - (37,419) |
(12,810) | (52,058) | - | - | - | (52,058) | (102,287) | (102,287) | |
| Increase in equity due to share issue |
- 36 |
- | - | - | - | - | - | - | (36) | (36) | |
| Net profit distribution | - | - - |
- | - | (138) | - | 422,528 | (422,390) | - | - | |
| Changes in equity | - (36) |
(37,419) | (12,810) | (52,058) | (138) | - | 422,528 | (474,448) | (102,323) | (102,323) | |
| As at 31 December 2023 | 5,999 | 485,312 | 24,639 | (9,114) | 1,888,792 | 83,542 | 168,129 | 1,689,179 | (52,058) | 2,395,628 | 2,395,628 |
* Reserve capital from the valuation of hedging instruments entirely pertains to the effective valuation of hedging instruments.
| Share capital |
Share premium |
Reserve capital from the valuation of hedging instruments* |
Translation reserve |
Total retained earnings |
including capital reserve |
including reserve funds |
including profit carried forward |
including net profit |
Total equity attributable to owners of the parent |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2022 | 5,344 | 304,025 | (4,034) | 726 | 1,518,460 | 83,680 | 154,575 | 799,735 | 480,470 | 1,824,521 | 1,824,521 |
| Comprehensive income: Net profit/(loss) Total other comprehensive income |
- - |
- - - 66,092 |
2,970 | - 422,390 - |
- - |
- - |
- - |
422,390 - |
422,390 69,062 |
422,390 69,062 |
|
| Comprehensive income for the year ended 31 December 2022 |
- | - 66,092 |
2,970 | 422,390 | - | - | - | 422,390 | 491,452 | 491,452 | |
| Net profit distribution Increase in equity due to share issue 1) |
655 | - 181,323 |
- - - |
- - - - |
- - |
13,554 - |
466,916 - |
(480,470) - |
- 181,978 |
- 181,978 |
|
| Changes in equity | 655 | 181,323 | 66,092 | 2,970 | 422,390 | - | 13,554 | 466,916 | (58,080) | 673,430 | 670,430 |
| As at 31 December 2022 | 5,999 | 485,348 | 62,058 | 3,696 | 1,940,850 | 83,680 | 168,129 | 1,266,651 | 422,390 | 2,497,951 | 2,497,951 |
* On 8 December 2022, through the issuance of new series F shares, the Issuer increased its share capital by PLN 655,335.80. The District Court for the Capital City of Warsaw registered the increase in capital on December 22, 2022.
* Reserve capital from the valuation of hedging instruments entirely pertains to the effective valuation of hedging instruments.
The Parent of the Group is MLP Group S.A. (the "Company", the "Parent", or the "Issuer"), a listed joint-stock company registered in Poland. The Company's registered office is located at ul. 3-go Maja 8 in Pruszków, Poland.
The Parent was established as a result of transformation of the state-owned enterprise Zakłady Naprawcze Taboru Kolejowego im. Bohaterów Warszawy into a state-owned joint-stock company. The deed of transformation was drawn up before a notary public on 18 February 1995. Pursuant to a resolution of the General Meeting of 27 June 2007, the Company trades as MLP Group S.A. The Company continued to trade under this business name as at the date of issue of these consolidated financial statements.
At present, the Company is registered with the National Court Register maintained by the District Court for the Capital City of Warsaw, 14th Commercial Division, under No. KRS 0000053299.
As at the date of preparation of these consolidated financial statements, the composition of the Parent's Management and Supervisory Boards is as follows:
On 29 February 2024, Mr. Tomasz Zabost stepped down from his position as Member of the Company's Management Board, effective immediately, without providing reasons for his resignation.
As at the reporting date, the MLP Group S.A. Group (the "Group") consisted of MLP Group S.A., i.e., the Parent, and 57 subsidiaries.
The parent of the Group is CAJAMARCA HOLLAND B.V. of the Netherlands, registered address: Locatellikade 1, 1076 AZ Amsterdam.
The ultimate parent is Israel Land Development Company Ltd. (headquartered in Tel Aviv, Israel), whose shares are listed on the Tel Aviv Stock Exchange.
The Parent's and its subsidiaries' principal business activities comprise development, purchase and sale of own real estate, lease of own real estate, management of residential and non-residential real estate, general activities involving construction of buildings, and construction.
All subsidiaries listed below are fully consolidated. The financial year of the Parent and the Group companies is the same as the calendar year. The duration of the activities of all Group companies is not limited.
| Parent's direct and indirect interest in equity |
Parent's direct and indirect voting interest |
||||
|---|---|---|---|---|---|
| Country of | 31 December 31 December |
31 December | 31 December | ||
| Entity | registration | 2023 | 2022 | 2023 | 2022 |
| MLP Pruszków I Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków III Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków IV Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Poznań Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Lublin Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Poznań II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Spółka z ograniczoną odpowiedzialnością S.K.A. |
Poland | 100% | 100% | 100% | 100% |
| Feniks Obrót Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Property Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bieruń Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bieruń I Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Teresin Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Business Park Poznań Sp. z o.o. |
Poland | 100% | 100% | 100% | 100% |
| MLP FIN Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| LOKAFOP 201 Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| LOKAFOP 201 Spółka z ograniczoną odpowiedzialnością S.K.A. |
Poland | 100% | 100% | 100% | 100% |
| MLP Wrocław Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Gliwice Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Business Park Berlin I LP Sp. z o.o. |
Poland | 100% | 100% | 100% | 100% |
| MLP Czeladź Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Temp Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Dortmund LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Dortmund GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Logistic Park Germany I Sp. z o.o. & Co. KG |
Germany | 100% | 100% | 100% | 100% |
| MLP Poznań West II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bucharest West Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bucharest West SRL | Romania | 100% | 100% | 100% | 100% |
| MLP Teresin II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków V Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Germany Management GmbH |
Germany | 100% | 100% | 100% | 100% |
| MLP Wrocław West Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| Country of registration |
Parent's direct and indirect interest in equity |
Parent's direct and indirect voting interest |
||||
|---|---|---|---|---|---|---|
| 31 December | 31 December | 31 December | 31 December | |||
| Entity | 2023 | 2022 | 2023 | 2022 | ||
| MLP Business Park Berlin I GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Łódź II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Zgorzelec Sp. z o.o.1) | Poland | 100% | 100% | 100% | 100% | |
| MLP Schwalmtal LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Schwalmtal GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Pruszków VI Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Business Park Berlin I Sp. z o.o. & Co. KG | Germany | 100% | 100% | 100% | 100% | |
| MLP Schwalmtal Sp. z o.o. & Co. KG | Germany | 100% | 100% | 100% | 100% | |
| MLP Business Park Wien GmbH | Austria | 100% | 100% | 100% | 100% | |
| MLP Wrocław West I Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Gelsenkirchen GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Gelsenkirchen LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Gelsenkirchen Sp. z o.o. & Co. KG | Germany | 100% | 100% | 100% | 100% | |
| MLP Gorzów Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Idstein LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Idstein GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Idstein Sp. z o.o. & Co. KG | Germany | 100% | 100% | 100% | 100% | |
| MLP Business Park Trebur GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Business Park Trebur LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% | |
| MLP Business Park Trebur Sp. z o.o. &Co. KG | Germany | 100% | 100% | 100% | 100% | |
| MLP Poznań West III Sp. z o.o.2) | Poland | 100% | 100% | 100% | 100% | |
| MLP Łódź III Sp. z o.o.3) | Poland | 100% | 0% | 100% | 0% | |
| Feniks PV Sp. z o.o.4) | Poland | 100% | 0% | 100% | 0% | |
| MLP Bieruń West Sp. z o.o.5) | Poland | 100% | 0% | 100% | 0% |
1) On 16 January 2023, the change of the name of MLP Poznań East Sp. z o.o. to MLP Zgorzelec Sp. z o.o. was registered.
2) MLP Poznań West III Sp. z o.o. was incorporated pursuant to a notarial deed of 14 December 2022. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 4 January 2023.
3) On 23 May 2023, MLP Łódź III Sp. z o.o. was established. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 5 June 2023.
4) On 20 June 2023, Feniks PV Sp. z o.o. was established. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 22 August 2023.
5) On 27 September 2023, MLP Bieruń West Sp. z o.o. was established. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 20 October 2023.
The Consolidated Financial Statements for the year ended 31 December 2023 includes financial statements of the Parent and of the subsidiaries controlled by the Parent ("the Group").
To the best of the Management Board's knowledge and belief, from the date of issue of the most recent interim report to the reporting date there were changes in direct holdings of 5% or more of total voting rights in the Company, and as at 31 December 2023 the holdings were as follows:
| Shareholder | Number of shares and voting rights | % interest in equity and voting rights |
|---|---|---|
| CAJAMARCA Holland BV | 10,242,726 | 42.69% |
| Other shareholders | 4,248,915 | 17.72% |
| Israel Land Development Company Ltd. | 3,016,329 | 12.57% |
| THESINGER LIMITED | 1,771,320 | 7.38% |
| Allianz OFE | 1,713,881 | 7.14% |
| Generali Powszechne Towarzystwo Emerytalne S.A. | 1,591,360 | 6.63% |
| GRACECUP TRADING LIMITED | 641,558 | 2.67% |
| MIRO LTD. 1) | 617,658 | 2.57% |
| Shimshon Marfogel | 149,155 | 0.62% |
| Oded Setter | 2,080 | 0.01% |
| Total | 23,994,982 | 100.00% |
1)The merger between MIRO HOLDINGS LIMITED (the acquirer) and MIRO LTD (the acquiree) was registered on 26 January 2024. As a result of this transaction, MIRO HOLDINGS LIMITED has been a shareholder in MLP Group S.A. since 26 January 2024.
According to the knowledge of the Company's Management Board, the status of Shareholders directly holding at least 5% of the total number of votes at the General Meeting of Shareholders as of 31 December 2022, is as follows:
| Shareholder | Number of shares and voting rights | % interest in equity and voting rights |
|---|---|---|
| CAJAMARCA Holland BV | 10,242,726 | 42.69% |
| Other shareholders | 4,183,253 | 17.44% |
| Israel Land Development Company Ltd. 2) | 3,016,329 | 12.57% |
| THESINGER LIMITED | 1,771,320 | 7.38% |
| Allianz OFE, Allianz DFE and Drugi Allianz OFE | 1,714,881 | 7.15% |
| OFE NNLife 3) | 1,656,022 | 6.90% |
| GRACECUP TRADING LIMITED | 641,558 | 2.67% |
| MIRO LTD. 4) | 617,658 | 2.57% |
| Shimshon Marfogel | 149,155 | 0.62% |
| Oded Setter 1) | 2,080 | 0.0087% |
| Total | 23,994,982 | 100.00% |
As at 31 December 2023, as well as on 31 December 2022, Michael Shapiro, Vice President of the Management Board, held indirectly, through his fully-controlled company MIRO Ltd., a 2.57% interest in MLP Group S.A.'s share capital, and, through a 25% interest in the share capital held by MIRO Ltd. (now MIRO HOLDINGS LIMITED) in Cajamarca Holland B.V., Mr Shapiro was the beneficial owner of 10.67% of the share capital of MLP Group S.A. Therefore, in aggregate, Mr Shapiro was the beneficial owner of a 13.24% interest in the share capital of MLP Group S.A.
As at 31 December 2023, as well as on 31 December 2022, Eytan Levy indirectly holds a 10.67% interest in MLP Group S.A.'s share capital: Mr. Levy holds a 100% interest in N Towards the Next Millennium Ltd. This company holds a 33.33% (1/3) interest in RRN Holdings Ltd. which in turn holds a 75% interest in the share capital of Cajamarca Holland B.V., resulting in a 10.67% interest in MLP Group S.A.'s share capital.
As at 31 December 2023, as well as on 31 December 2022, Shimshon Marfogel, Chairman of the Supervisory Board, held directly, through the Company shares acquired in September 2017, 0.62% of the Company's share capital.
As at 31 December 2023, as well as on 31 December 2022, Oded Setter, member of the Supervisory Board, held directly, through the Company shares acquired in September 2021, October 2021, January 2022, March 2022 and June 2022, 0.0087% of the Company's share capital.
The other members of the Supervisory Board and the Management Board have no direct holdings in the Company's share capital.
The Group has prepared the consolidated financial statements in accordance with the accounting standards issued by the International Accounting Standards Board as endorsed by the European Union, referred to as the International Financial Reporting Standards ("EU IFRS"). The Group applied all standards and interpretations which are applicable in the European Union except those which are awaiting approval by the European Union and those standards and interpretations which have been approved by the European Union but are not yet effective.
The Group intends to adopt, as of respective effective dates, standards and amendments to the existing standards and interpretations which were published by the International Accounting Standards Board but were not yet effective as at the date of authorisation of these consolidated financial statements.
| Standards and interpretations approved by the European Union which are not yet effective for annual periods |
Possible impact on the consolidated financial statements |
Effective date for periods beginning on or after the date |
|---|---|---|
| IFRS 16 Leases | no significant impact | 1 January 2024 |
| Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current |
no significant impact | 1 January 2024 |
| Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements |
no impact | amendments not endorsed by the EU - scheduled to come into force on 1 January 2024 |
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates |
no significant impact | amendments not endorsed by the EU - scheduled to come into force on 1 January 2025 |
| IFRS 14 Regulatory Deferral Accounts | no impact | by decision of the European Union, the standard will not be endorsed |
| Amendments to IFRS 10 and IAS 28 concerning sale or contribution of assets between an investor and its associate or joint venture |
no impact | by decision of the European Union, implementation is postponed |
The following new standards are applied for the first time in the Group's consolidated financial statements for 2023:
| Standards and interpretations approved by the European Union |
Potential impact on the Consolidated financial statements |
Effective date for periods beginning on or after the date |
|---|---|---|
| IFRS 17 Insurance Contracts and amendments to IFRS 17 | no impact | 1 January 2023 |
| Amendment to IAS 1 Presentation of Financial Statements and the IASB Practice Statement on Disclosure of Accounting Policies |
no significant impact | 1 January 2023 |
| Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors |
no significant impact | 1 January 2023 |
| Amendments to IAS 12 Income Taxes | no significant impact | 1 January 2023 |
These consolidated financial statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future and in conviction that there are no circumstances which would indicate a threat to the Group's continuing as a going concern.
The consolidated financial statements have been prepared on the historical cost basis except for the following items:
For information on fair value measurement methods, see Note 3.
In these consolidated financial statements all amounts are presented in the Polish złoty (PLN), rounded to the nearest thousand. The Polish złoty is the functional currency of the Parent and the presentation currency of the consolidated financial statements. The functional currencies of consolidated foreign entities are the euro (Germany and Austria) and the Romanian leu (Romania).
The following exchange rates (in PLN) were used to measure items of the consolidated statement of financial position denominated in foreign currencies:
| 31 December 2023 Average mid exchange rate at the reporting date |
31 December 2023 Average mid exchange rate during the reporting period* |
31 December 2022 Average mid exchange rate at the reporting date |
31 December 2022 Average mid exchange rate during the reporting period* |
|
|---|---|---|---|---|
| EUR | 4.3480 | 4.5284 | 4.6899 | 4.6883 |
| USD | 3.9350 | 4.1823 | 4.4018 | 4.4679 |
| RON | 0.8742 | 0.9145 | 0.9475 | 0.9501 |
* Arithmetic mean of the mid exchange rates effective as at the last day of each month in the reporting period.
The preparation of consolidated financial statements in accordance with the EU IFRS requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgement about carrying amounts of assets and liabilities that are not directly attributable to other sources. Actual results may differ from the estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. A change in accounting estimates is recognised in the period in which the estimate is revised, or in the current and future periods if the revised estimate relates to both the current and future periods. In material matters, the Management Board makes estimates based on opinions and valuations prepared by independent experts.
For information on the significant uncertainties concerning estimates and judgements made using the accounting policies which had the most significant effect on the amounts disclosed in the consolidated financial statements, see Note 13. "Investment property".
Other areas in which estimates are made in the Consolidated Financial Statements include: lease assets and liabilities (land usufruct rights), provision for variable costs of remuneration for the Management Board, provision for repairs, and provision for part of potential claims arising in connection with land usufruct rights.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements by all the Group entities.
The Board has analysed the presentation of revenues and operating costs and, to meet IFRS requirements and better reflect the nature of the Group's activities, has decided to separately present in the consolidated statement of profit or loss rental revenues (recognized under IFRS 16) and property management service revenues (recognized under IFRS 15). At the same time, the presentation of selling expenses and general and administrative expenses has been updated to distinguish between: costs of services provided in property management and general and administrative expenses. Comparative data for 2022 has been adjusted accordingly.
| 2022 | 2022 | |||
|---|---|---|---|---|
| Reported | Change in | Restated | ||
| for the year ended 31 December | data | presentation | data | |
| Revenue | 279,073 | (279,073) | - | |
| Rental revenues | - | 152,886 | 152,886 | |
| Revenues from property management services | - | 126,187 | 126,187 | |
| Selling and general administrative expenses | (136,645) | (136,645) | - | |
| Cost of internally provided property management services | - | (102,107) | (102,107) | |
| Gross operating profit/(loss) | - | 176 966 | 176 966 | |
| General and administrative expenses | - | (34,538) | (34,538) |
The consolidated financial statements of the Group include data of MLP Group S.A. and its subsidiaries prepared as at the same reporting date.
Due to the fact that not all Group companies apply the same accounting policies as those applied by the Parent, appropriate restatement of the financial statements of such entities was made to ensure compliance with the accounting policies applied by the Parent in the preparation of these consolidated financial statements.
Subsidiaries are controlled by the Parent. The Parent controls an investee if and only if it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Financial statements of subsidiaries are consolidated from the date of assuming control over subsidiaries to the date on which such control ceases to exist.
In preparing the consolidated financial statements, the financial statements of the Parent and its subsidiaries are aggregated by adding individual items of assets, liabilities, equity, income and expenses. In order to ensure presentation in the consolidated financial statements of the Group as if it were a single business entity, the carrying amount of the Parent's investment in each of the subsidiaries is eliminated. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated during the preparation of the consolidated financial statements.
Transactions denominated in foreign currencies are initially recognised at the exchange rate of the functional currency as at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate of the functional currency effective for the reporting date. Non-monetary items measured at cost in a foreign currency are translated at the exchange rate effective as at the date of the initial transaction. Nonmonetary items measured at fair value in foreign currency are translated at the exchange rate effective as at the date of fair value measurement. As at the reporting date, monetary assets and liabilities denominated in currencies other than the Polish zloty are translated into the Polish zloty at the relevant exchange rate as at the reporting date; in this case the translation into PLN is made at the mid-rate for a given currency set by the National Bank of Poland. Currency translation differences are recognised in finance income or costs, as appropriate.
For the purpose of preparing consolidated financial statements in the presentation currency of PLN, individual items of the financial statements of foreign operations for which the functional currency is a currency other than PLN are translated as follows:
(i) assets and liabilities - at the closing rate announced for a given currency by the NBP,
(ii) income, expenses, profits and losses - at the exchange rate being the arithmetic mean of average exchange rates announced for a given currency by the National Bank of Poland on the last day of each month of in the reporting period. If there are significant fluctuations in the exchange rate during the period, income and expenses are translated at exchange rates prevailing on the transaction date.
Exchange differences on translation of financial statements of foreign operations are recognised in other comprehensive income for the period and cumulatively in equity.
Derivatives designated as hedging instruments whose fair value or cash flows are expected to offset changes in the fair value or cash flows of the hedged item are recognised in accordance with fair value hedge accounting or interest rate hedge accounting.
The Group assesses the hedge effectiveness both at inception of the hedge and then at least at the end of each reporting period. Verification of the fulfilment of the conditions for the effectiveness of the relation is made on a prospective basis, based on qualitative analysis. If necessary, the Group uses quantitative analysis (linear regression) to confirm the existence of an economic relationship between the hedging instrument and the hedged item.
In the case of applying interest rate hedge accounting, the Group:
operating income/expenses, while for cash flow hedges of financing activities, it is recognized in finance income/costs;
A financial asset is classified as measured at amortised cost when the following two conditions are met:
the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.
The Group's financial assets measured at amortised cost include cash and cash equivalents, loans, and trade and other receivables.
Loans are presented under the following items of the statement of financial position: non-current portion – in other long-term financial investments, and current portion – in short-term investments.
Cash and cash equivalents in the consolidated statement of financial position include cash in hand and bank deposits with initial maturities of up to three months. The balance of cash and cash equivalents disclosed in the consolidated statement of cash flows comprises the same cash and cash equivalent items, less all outstanding overdrafts which form an integral part of the Group's cash management system.
The Group uses the effective interest rate method to measure financial assets measured at amortised cost.
After initial recognition, trade receivables are measured at amortised cost using the effective interest rate method, less impairment losses, where trade receivables maturing in less than 12 months from the date of origination (i.e. not containing a financing element) are not discounted and are measured at nominal value.
The Group classifies trade payables, borrowings and notes as liabilities measured at amortised cost.
Interest income is recognised in the period to which it relates using the effective interest rate method and disclosed under finance income (in the note as interest income) in the statement of profit or loss.
Current financial assets measured at fair value through profit or loss include assets acquired to obtain economic benefits from short-term price changes and assets that do not meet the criteria for measurement at amortised cost or at fair value through other comprehensive income. Current financial assets are initially recognised at cost and measured at fair value as at the reporting date. Fair value is determined through individual analysis based on discounted cash flows. The result of measurement is recognised in profit or loss.
Gains or losses on measurement of a financial asset classified as measured at fair value through profit or loss are recognised as finance income or costs, in profit or loss in the period in which they arise. Gains or losses on measurement of items measured at fair value through profit or loss also include interest income and dividend income.
The Group classifies as assets at fair value through profit or loss derivatives not designated for hedge accounting purposes and loans that do not meet the SPPI test (i.e. cash flows from these loans do not represent solely payments of principal and interest) because the frequency of interest rate changes does not match the interest calculation formula.
Liabilities under derivative instruments not designated for hedge accounting are classified by the Group as measured at fair value through profit or loss. After initial recognition, such liabilities are measured at fair value.
Gain or loss on fair value measurement of debt investments is recognised in profit or loss in the period in which they arise. These gains/losses on fair value measurement include interest received on financial instruments classified as measured at fair value.
Equity is recognised in the accounting books by categories, in accordance with the rules set forth in applicable laws and in the Parent's Articles of Association.
Share capital is disclosed at the amount specified in the Articles of Association and recorded in the court register. The Group's share capital is the share capital of MLP Group S.A.
Statutory reserve funds are created from distribution of profits earned in previous years. Statutory reserve funds also include amounts transferred in accordance with the applicable laws.
Share premium is presented as a separate item of equity. Costs directly attributable to the issue of ordinary shares and share options reduce equity.
Interest rate hedge reserve includes an effective portion of the gain or loss on a financial instrument that meets the hedge accounting requirements.
Reserve capital comprises retained earnings from prior years.
This item includes undistributed profit (loss) from previous years.
Property, plant and equipment comprises items of property, plant and equipment, leasehold improvements, property, plant and equipment under construction, and property, plant and equipment adopted for use by the Group where the terms of the agreement transfer substantially all the potential benefits and risks and the assets are used for the Group's own needs, and their expected useful life exceeds one year.
Items of property, plant and equipment are recognised at cost, less depreciation charges and impairment losses. Items of property, plant and equipment which were remeasured to fair value as at 1 January 2006, i.e. the date of first-time application of EU IFRS by the Group, are measured at deemed cost equal to the fair value at the date of the remeasurement.
Acquisition cost includes purchase price of an item of property, plant and equipment and costs directly attributable to bringing the item to a condition necessary for it to be capable of operating, including expenses relating to transport, loading, unloading, and storage. Rebates, discounts and other similar concessions and returns reduce the cost of an asset. Cost of a self-constructed item of property, plant and equipment under construction comprises all costs incurred by the Group during its construction, installation and assembly, adaptation and improvement, as well as interest expense on borrowings taken out to finance the item of property, plant and equipment directly attributable to the production of the item of property, plant and equipment, until the date of its acceptance for use (or, if the item has not yet been commissioned for use, until the end of the reporting period). The cost also includes, where required, a preliminary estimate of costs of dismantling and removing the items of property, plant and equipment and restoring them to their original condition. Purchased software, necessary for the proper operation of related equipment, is capitalised as a part of this equipment.
If an item of property, plant and equipment consists of separate and significant parts with different economic useful lives, such components are treated as separate items of property, plant and equipment.
Subsequent expenditure on replacement of significant parts of property, plant and equipment is capitalised only when it can be measured reliably and it is probable that the Group will derive economic benefits from such replaced essential components of property, plant and equipment. Other expenditure is expensed in profit or loss as and when incurred.
Items of property, plant and equipment or their significant and separate parts are depreciated on a straight-line basis over the estimated useful life, allowing for the expected net selling price of an asset (residual value). Land is not depreciated. Depreciation is based on the cost of an item of property, plant and equipment, less its residual value, based on the adopted by the Group and periodically reviewed useful life of the item of property, plant and equipment. Property, plant and equipment are depreciated from the date when they are available for use until the earlier of: the day an item of property, plant and equipment is classified as held for sale, is derecognised from the consolidated statement of financial position, the residual value of the asset exceeds its carrying amount, or when the asset has been fully depreciated.
The Group has adopted the following useful lives for particular classes of property, plant and equipment:
| Buildings | 10–40 years |
|---|---|
| Plant and equipment | 3–16 years |
| Vehicles | 5–7 years |
| Furniture and fixtures | 1–5 years |
The Group reviews the useful economic lives, depreciation methods and residual values (unless insignificant) of property, plant and equipment on a periodic basis.
An intangible asset is an identifiable non-monetary asset without physical substance whose cost has been reliably measured which is expected to generate future economic benefits to the Group.
Intangible assets acquired by the Group are recognised at cost less amortisation charges and impairment losses.
Intangible assets are amortised on a straight-line basis over their estimated useful lives, unless such useful life is indefinite. Intangible assets are amortised from the date they are available for use Until the earlier of: the day an item of intangible assets is classified as held for sale, is derecognised from the consolidated statement of financial position, the residual value of the asset exceeds its carrying amount, or when the asset has been fully amortised.
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business or for use in operating activities. Investment property is initially recognised at cost, increased by transaction costs, such as notarial fees and acquisition agent fees. Following initial recognition, investment property is carried at fair value, with gains or losses from changes in the fair value recognised in profit or loss in the period in which they arise in the line item gain (loss) on revaluation of investment properties.
Investment property is derecognised from the consolidated statement of financial position on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Any resulting gain or loss is recognised in profit or loss in the period in which the investment property was liquidated or sold.
As of 2022, due to a change in regulations in Poland, investment properties are not depreciated for tax purposes.
In accordance with IFRS 16, the Group recognises assets under usufruct rights to land at discounted amounts of liabilities. These assets are presented on the statement of financial position in the same line item as the underlying assets owned by the Company would be presented. The item includes usufruct rights related to investment property. Depreciation of right-of-use assets is recognised in the statement of profit or loss in the same line items as other expenses of this type, in the line item of depreciation.
Recognition of a lease requires making certain estimates, judgements and calculations that influence the measurement of finance lease liabilities and right-of-use assets. These include:
Investment property under construction is recognised as investment property.
Throughout the construction process the Group measures the investment property using the fair value method or the cost method. The cost method can be used in the following two cases:
Gains and losses arising from fair value measurement are recognised directly in profit or loss.
Lease contracts under which the Group assumes substantially all risks and benefits resulting from the ownership of property, plant and equipment are classified as lease contracts. Property, plant and equipment acquired under lease contracts are initially recognised at the lower of their fair value or present value of the minimum lease payments, less any depreciation charges and impairment losses.
Lease payments are apportioned between finance costs and the reduction of the remaining balance of liabilities using the effective interest rate method. The finance cost is recognised directly in profit or loss. If there is no reasonable probability that items of property, plant and equipment used under lease contracts will be acquired as at the end of the lease term, they are depreciated over the shorter of the lease term and the useful life. Otherwise, property, plant and equipment are depreciated over their useful lives.
At each reporting date, the Group measures expected credit losses of a financial instrument in a way that reflects:
a) an unbiased and probability-weighted amount of credit losses that is determined by evaluating a range of possible outcomes;
b) time value of money; and
c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
Under IFRS 9, the Company is required to recognise a loss allowance for lifetime expected credit losses, and if at the reporting date the credit risk on a financial instrument has not increased significantly, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.
The Company applies a three-stage impairment model with respect to financial assets other than trade receivables:
• Stage 3 – financial instruments for which there is objective evidence of impairment.
To the extent that the Company is required under the above model to make an assessment as to whether there has been a significant increase in credit risk, such assessment is made taking into account the following factors:
The company has performed an analysis of the effect of expected losses using the simplified method for assessing expected credit losses.
Changes in impairment losses are recognised in the statement of profit or loss and recognised as other expenses or finance costs, as appropriate, depending on the type of receivables for which an impairment loss is recognised.
Carrying amounts of non-financial assets other than biological assets, investment property, inventories and deferred tax assets are tested for impairment as at each reporting date. If any indication of impairment exist, the Group estimates the recoverable amount of particular assets. The recoverable amount of goodwill, intangible assets with indefinite useful lives and intangible assets which are not yet fit for use is estimated at the end of each reporting period.
An impairment loss is recognised when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognised in profit or loss. Impairment of a cash-generating unit is first recognised as impairment of goodwill allocated to that unit (group of units), and subsequently as impairment of carrying amount of other assets of that unit (group of units) on pro-rata basis.
The recoverable amount of an asset or a cash-generating unit is the higher of an asset's fair value less costs to sell and its value in use. In assessing value in use, projected cash flows are discounted at a pre-tax rate which reflects current market assessments of the time value of money and the risks specific to the asset. For assets that do not generate independent cash flows, value in use is estimated for the smallest identifiable cash generating units to which those assets are allocated.
Goodwill impairment losses are not reversed. For other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indication that impairment loss has decreased or no longer exists. Impairment losses are reversed if the estimates applied to the assessment of the recoverable amount have changed. An impairment loss is reversed only up to the carrying amount of an asset, less depreciation/amortisation charges that would have been made if the impairment loss had not been recognised.
Under current regulations all the Group companies have an obligation to withhold and pay social security contributions for their employees. Under IAS 19, these benefits constitute a state plan and are a defined contribution plan. Accordingly, the Group companies' obligations for each period are estimated based on the amounts to be contributed for a given year.
Trade receivables and other receivables representing financial assets are initially measured at fair value. Receivables that satisfy the SPPI test and are held for collection are measured at amortised cost including impairment losses calculated using the expected loss model. For short-term receivables, the fair value and amortised cost measurements are not materially different from the nominal amount.
For short-term trade receivables without a significant financing component, the Group applies the simplified approach required under IFRS 9 and measures impairment losses in the amount of credit losses expected over the entire lifetime of the receivable from initial recognition. The Group uses the provision matrix to calculate impairment losses on trade receivables classified in different age groups or delinquency periods. For the purpose of determining expected credit losses, trade receivables were grouped based on similarity of credit risk characteristics (one group of B2B receivables was identified).
To determine the overall default rate, an analysis of collectability of receivables for the last five years is carried out. Default rates are calculated for the following time past due ranges: current (not past due), past due up to 1 month, past due from 1 month to 3 months, past due from 3 months to 6 months, past due from 6 months to 1 year, past due over 1 year. To determine the default rate for a given period, the amount of written off trade receivables is compared with the amount of outstanding receivables.
Impairment losses are calculated taking into account default rates adjusted for the effect of future factors and the amount of receivables outstanding at the reporting date for each period.
The Group concluded that it has homogeneous groups of receivables from institutional customers.
For receivables other than trade receivables, the Group applies a three-stage impairment model.
Impairment losses on receivables are charged to other expenses or finance costs, depending on the nature of the receivables. The amount of an impairment loss on receivables is determined in accordance with local legal regulations and taking into account specific provisions of contracts.
Cash in bank accounts meets the SPPI test and the 'held for collection' business model test and is therefore measured at amortised cost with an impairment charge determined in accordance with the expected loss model.
Cash disclosed in the statement of cash flows comprises cash in hand and bank deposits maturing within three months which that have not been treated as investment activity.
Provisions are recognised when the Group has a liability resulting from a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are estimated by discounting expected future cash flows at a pre-tax rate which reflects current market estimates of changes in the time value of money and the risks associated with a given item of liabilities.
As at the reporting date, provisions are reviewed and appropriate adjustments are made, if necessary, to reflect the current most reliable estimate of their amount. Changes in provisions are charged directly to the appropriate cost item for which the provision was recognised.
Initially, bank, non-bank borrowings and bonds are recognised at cost equal to the fair value of the instrument. In subsequent periods, borrowings and bonds are measured at amortised cost, using the effective interest rate method, which includes the cost of obtaining the borrowing or bonds as well as discounts or premiums obtained in settlement of liabilities.
Amortised cost includes the cost of obtaining the funding or bonds as well as any discounts or premiums obtained in connection with the liability. Any gains or losses are taken to profit or loss when the liability is derecognised or accounted for using the effective interest rate method.
If contract terms of a financial liability are modified in way that does not result in derecognition of the existing liability, the gain or loss is immediately recognised in profit or loss (in financial income or costs). Profit or loss is calculated as the difference between the present value of modified and original cash flows, discounted using the original effective interest rate of the liability.
Liabilities represent the Group's current obligation arising from past events, where the resolution of such obligation will lead to an outflow of resources embodying economic benefits from the Group.
Current liabilities include liabilities which are payable within 12 months from the end of the reporting period. Current liabilities include in particular: trade payables, salaries, taxes, customs duties, insurance and other benefits.
Trade payables are recognised at nominal value. Interest, if any, is recognised when notes are received from suppliers.
Non-financial liabilities are measured at amounts receivable.
Income from rental of investment properties is excluded from the scope of IFRS 15 and is recognized in the financial income using the straight-line method over the lease term in accordance with IFRS 16 Leases. Special promotional offers, serving as additional incentives to enter into a lease agreement, are aggregated with rental income.
The Group also earns income from real estate services, which mainly consists of income from the re-invoicing of operating expenses and income from the re-invoicing of utility charges to tenants. Utility charges are reinvoiced to tenants according to consumption. These revenues are recognized under IFRS 15.
Minimum lease payments made under leases are apportioned between finance expense and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent payments are accounted for by adjusting the minimum lease payments over the remaining term of the lease, when the lease adjustment is confirmed.
Finance income comprises interest income on funds invested by the Group, dividend income, gains on the disposal of available-for-sale financial assets, fair value gains on financial assets at fair value through profit or loss, foreign exchange gains, and such gains on hedging instruments that are recognised in profit or loss. Interest income is recognised in profit or loss as it accrues, using the effective interest rate method. Dividend income is recognised in profit or loss when the Group acquires the right to receive the dividend.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, dividends on preference shares classified as liabilities, foreign exchange losses, fair value losses on financial instruments through profit or loss, impairment losses on financial assets, and gains and losses on hedging instruments recognised in profit or loss. Interest expense is recognised using the effective interest rate method.
Borrowing costs that are directly attributable to the acquisition or construction of an investment property are part of the purchase price or production cost of the investment property.
The calculation of current income tax is based on the tax profit for a given period determined in accordance with the applicable tax laws.
Income tax disclosed in profit or loss comprises current and deferred tax. Income tax is recognised in profit or loss, except for items that are settled directly with other comprehensive income, in which case it is recognised in other comprehensive income.
Current tax is the tax payable on the taxable income or loss for the year, using tax rates enacted as at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is determined using the balance-sheet liability method, based on temporary differences between the carrying amounts of assets and liabilities as determined for accounting purposes and the amounts used for tax purposes. Deferred tax liability is not recognised for the following temporary differences: goodwill whose amortisation is not treated as tax-deductible cost, initial recognition of assets or liabilities that do not affect accounting profit or taxable income, and differences associated with investments in subsidiaries to the extent it is not probable that they will be realised in the foreseeable future. The measurement of deferred tax reflects the expectations as to the manner in which the carrying amount of assets and liabilities is to be realised, using tax rates enacted or substantively enacted at the end of the reporting period.
Deferred tax assets are recognised only to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.
Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax laws enacted by the reporting date.
Income tax on dividend is recognised when the obligation to pay such dividend arises.
The Group presents basic and diluted earnings per share for ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to holders of ordinary shares by the weighted average number of ordinary shares in the period. Diluted earnings per share is calculated taking into account the profit attributable to holders of ordinary shares, the average number of ordinary shares, including notes or notes convertible into shares, and options for shares granted to employees.
An operating segment is a separate part of the Group which is engaged in providing certain products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is exposed to other risks and derives other benefits than the other segments. The primary and sole business activity of the Group is construction and management of logistics space. The Group's revenue is derived from renting of own property and from property revaluation. The Group conducts operations in Poland, Germany, Romania and Austria.
The financial data prepared for management reporting purposes is based on the same accounting principles as those applied in the preparation of consolidated financial statements.
The Group is exposed to the following risks arising from the financial instruments:
The notes provide information on the Group's exposure to a given risk, the objectives, policies and procedures adopted by the Group to manage that risk and the way in which the Group manages its capital.
The Management Board has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor the risks and adherence to the limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Using such tools as training, management standards and procedures, the Group seeks to build an environment in which all employees understand their respective roles and responsibilities.
Moreover, the pursuit of a low-carbon economy and the fulfilment of international targets to lessen the effects of climate change demand that sustainability risks be evaluated in conjunction with financial risks. These issues are described in Section 1.2. Management Board's Report on the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2023 .
Credit risk is the risk of financial loss to the Group if a trading partner or counterparty to a transaction fails to meet its contractual obligations. Credit risk arises principally from the Group's receivables from customers, loans and cash and cash equivalents.
The objective of risk management is to establish and maintain a stable and sustainable portfolio of loans and other investments in debt instruments in terms of both quality and value. This is achieved by implementing an appropriate credit limit policy.
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Structure of the customer base, including the default risk of the industry in which the customers operate, have less significant effect on credit risk.
There are no significant concentrations of credit risk with respect to the Group's customers. The Group manages the risk by demanding that customers provide bank guarantees to secure rental payments. In some cases, tenants also provide security deposits.
In only few cases has the Group incurred losses as a result of a customer's failure to pay.
The Group's credit risk from loans relates mainly to receivables from related parties. At the moment there are no indicators that related parties will not be able to repay the loans.
Liquidity risk is the risk of the Group not being able to meet in a timely manner its liabilities that are to be settled by delivery of cash or other financial assets. The Group's approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without risking unacceptable losses or damage to the Group's reputation. To this end, the Group monitors its cash flows and secures access to sufficient cash to cover anticipated operating expenses and expected cash outflows for current financial liabilities, and maintains anticipated liquidity ratios.
Market risk is the risk that changes in market prices, such as exchange rates, interest rates and equity prices will affect the Group's results or the value of financial instruments it holds. The Group mitigates the risk by constantly monitoring the Group's exposures, maintaining the exposures them within assumed limits, and seeking to optimise the rate of return on investment. The risk mitigation measures involve using hedge accounting to reduce the influence of market price volatility on financial results.
Currency risk arises in connection with sale, purchase, credit and loan transactions which are denominated in currencies (chiefly the euro) other than the functional currency of the Group companies.
The Group's consolidated financial statements are prepared in the Polish złoty, which is the Group's functional currency. In order to make estimates as to the level of capital required to achieve its strategic goals, the Group uses the euro as a reference currency. Most of the investments executed and planned by the Group in its business strategy are expressed in the euro. Across all countries where the Group operates, debt financing is denominated in the euro, contracts with general contractors are also concluded in the euro or denominated in this currency, and the Group earns rental income in the euro or rents are denominated in the euro. Hence, the Group uses natural hedging to hedge currency risk (currency hedging). This practice of aligning financing with sources of revenue serves to minimize or completely eliminate foreign exchange risk. Only a specific segment of the Group's expenses, including certain construction costs, service fees, materials, utilities, and employee salaries, are incurred in the currencies of the geographic markets where the Group is active, namely the Polish złoty, Romanian leu, or the euro. For reporting purposes, the Group translates amounts denominated in the euro into its functional currency. Considering the fluctuations in the PLN/EUR exchange rates, any significant appreciation of the Group's functional currency could notably decrease the Group's revenue due to the conversion of rents denominated in the euro into PLN.
The main objective of the interest rate risk management is to protect the Company from variable market conditions and to enable precise planning of costs in individual periods. Accordingly, the effect of hedging activities should be recognised in a manner that does not affect profit or loss as hedging effects are not of operating nature.
Corporate notes issued on the Polish capital market bear interest at variable rates.
Credit facilities used by the Group largely bear interest at variable rates. The Group companies also enter into fixedrate credit facility agreements. Interest rates depend, to a significant degree, on many factors, including the monetary policy of central banks, national and international economic and political conditions, as well as other factors beyond the Group's control. Changes in interest rates may increase the Group's borrowing costs under the financial liabilities and thus affect the Group's profitability. Any need to hedge interest rate risk is considered by the Group on a case-by-case basis. In order to mitigate the interest rate risk, the Group companies enter into Interest Rate Swap transactions with their financing banks. Changes in interest rates may have a material adverse effect on the financial position and results of the Group.
The purpose is to hedge interest cash flows exposed to interest rate risk.
To meet this goal, the Group companies strive to enter into credit facility agreements with fixed interest rates, whenever feasible.
The growth of the commercial real estate market, where the Group is active, is influenced by fluctuations in the construction and real estate sectors, trends within manufacturing, commerce, industry, services, and transportation, as well as the overall economic development. This development is shaped by various macroeconomic factors, including the impact of Russia's military aggression in Ukraine, the associated sanctions against Russia and Belarus (along with their retaliatory measures), the rate of economic growth, inflation, interest rates, labour market conditions, and the volume of direct foreign investments. Also, the Group's business depends indirectly on changes in the global economy. The Group's activities are affected by a range of factors: the military aggression of Russia towards Ukraine and the subsequent sanctions levied against Russia and Belarus (including their reciprocal responses), the dynamics of GDP growth, inflation rates, the level of interest rates and the expectations for their future adjustments, which sway the behaviours of both consumers and businesses, exchange rates, the rate of unemployment, the average wage levels, and the medians of salaries and incomes. Furthermore, the fiscal and monetary policies within the European Union, especially in the nations where the Group's subsidiaries operate, are also significant influencing factors. The rate of growth of the domestic economy, and thus the Group's business and results, may be affected by slowdown of the global economy. Adverse changes in the macroeconomic conditions and economic and monetary policies in Poland, Romania, the European Central Bank and other countries may have a material adverse effect on the Group's financial results and its ability to implement its plans.
The Group is also exposed to risks inherent to the real estate sector that arise from the acquisition, ownership, and management of properties. The revenue and value of properties can be affected by a variety of factors, including changes in legal and administrative regulations, such as those concerning the acquisition of permits or licenses, land use determinations, and taxation; cyclical variations in the real estate markets where the Group is active; and the capability to obtain suitable construction, management, maintenance, and property security services. The Group takes steps to safeguard its operations from the adverse impacts of these factors.
A downturn in the real estate market could adversely affect the Group's financial performance, particularly in terms of income derived from warehouse space rentals. If tenants default on their obligations or if there are vacancies, the Group would be unable to generate rental revenue, yet would continue to bear property-related expenses such as legal and appraisal fees, maintenance costs, insurance, and local property taxes. As a rule, lease rents and market prices of property depend on economic conditions. A decrease in market prices may result in lease rents being set at levels lower than those originally planned, may lead to losses on individual projects, or may result in a need to find an alternative use of the purchased land. The occurrence of such events may have a material adverse effect on the Group's business, financial position and results.
The effectiveness and scale of the Group's operations depend, among other factors, on the supply of appropriate land properties for development, their prices and legal status. The ability to find and acquire appropriate real estate at competitive prices and to obtain financing on appropriate terms is a prerequisite for efficient execution of the adopted strategy and delivery of the planned results. The ability to secure land for investment projects in prime locations depends on the Group's operational effectiveness, the legal framework governing the Group's business, and objective factors within the market environment. The price of land is driven indirectly by such factors as demand for lease of warehouse, manufacturing and office space, as well as macroeconomic conditions, availability of financing, supply of warehouse, manufacturing and office space in a given area, and tenants' expectations as to the standard and location of the properties. The Group seeks to effectively respond to changes in the macroeconomic environment through such measures as phased approach to project execution.
The company's activity in the real estate market entails risks associated with the loss of key tenants and risks stemming from the deterioration of tenants' financial situation. Securing tenants, especially key ones, for the Group's logistics parks is crucial for ensuring commercial success. Such anchor tenants play a significant role in the further development of the logistics park. The Group may face challenges in attracting tenants during economic downturns or when competing with other parks. The Group's performance can also be adversely affected by the financial situation of its tenants, which may deteriorate due to changes in their economic circumstances independent of the quality of their operations. Economic changes may arise from a general market downturn, a slowdown in demand, financial difficulties faced by business partners, rising interest rates, etc. Tenants' problems can adversely impact the Group's financial situation.
Capital corresponds to the equity presented in the consolidated statement of financial position.
The Management Board seeks to secure a strong capital structure to maintain the trust and confidence of investors, lenders and the broad market, and to maintain the Group's further growth.
The Management Board monitors return on capital, defined as total equity divided by total assets. According to the terms of the issuance of series C, series D, series E, and series F bonds, the capital ratio must not be lower than 35%.
The Management Board monitors return on capital, defined as operating profit divided by equity (the sum total of share capital and share premium), excluding non-redeemable preferred shares and non-controlling interests. The Management Board also monitors the level of dividends to ordinary shareholders.
There were no changes in the Group's approach to capital management during the reporting period.
Neither the Parent nor any of its subsidiaries is subject to external capital requirements.
The primary and exclusive focus of the MLP Group S.A. Capital Group's activities is the construction and management of logistics properties. The Group's revenue consists of rental income from its own properties and revaluation gains. None of the clients contribute to more than 10% of the capital group's revenue.
Investment properties include properties generating rental income (completed buildings), properties under construction, land designated for development, and perpetual usufruct rights to land. The Group concentrates its efforts on the warehouse sector.
The Group operates in Poland, and abroad: since April 2017 in Germany, since October 2017 in Romania, and since October 2020 in Austria. Locations of the Group's assets coincide with the location of its customers. Operating segments are the same as the Group's geographical segments.
As at 31 December 2023 and in the reporting period then ended the Group had four geographical segments – Poland, Germany, Romania and Austria.
The C hief Operating Decision Maker (CODM) responsible for making operational decisions within the Group is the Management Board.
The operational result of the segment is the IFRS profit before consolidation eliminations.
| for the year ended 31 December | 2023 | |||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Revenue Revenue from external customers |
317,559 | 36,949 | 6,388 | 256 | (392) | 360,760 |
| Gain/(loss) on revaluation of investment property |
(212,478) | (46,755) | 2,045 | (461) | (31) | (257,680) |
| Segment's total revenue | 105,081 | (9,806) | 8,433 | (205) | (423) | 103,080 |
| Segment's operating profit/(loss) | (37,049) | (34,214) | 4,843 | (1,987) | - | (68,407) |
| Segment's other income/(expense) | (6,511) | (4,749) | - | - | - | (11,260) |
| Profit/(loss) before tax and net finance costs | (43,560) | (38,963) | 4,843 | (1,987) | - | (79,667) |
| Net finance income/(costs) | 42,988 | (15,802) | (2,222) | (4) | (6,119) | 18,841 |
| Profit/(loss) before tax | (572) | (54,765) | 2,621 | (1,991) | (6,119) | (60,826) |
| Income tax | 2,036 | 6,843 | (634) | 523 | - | 8,768 |
| Net profit/(loss) | 1,464 | (47,922) | 1,987 | (1,468) | (6,119) | (52,058) |
The above data includes reconciliation of segment financial results to the consolidated net loss for the 12-month period ending in 2023, which amounted to PLN 52,058 thousand.
| for the year ended 31 December | 2022 | |||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Revenue | ||||||
| Revenue from external customers | 253,588 | 19,321 | 5,891 | 273 | - | 279,073 |
| Gain/(loss) on revaluation of investment property |
394,135 | 67,308 | 8,326 | (14,204) | - | 455,565 |
| Total segment revenue | 647,723 | 86,629 | 14,217 | (13,931) | - | 734,638 |
| Segment's operating profit/(loss) | 527,720 | 73,917 | 11,120 | (14,764) | - | 597,993 |
| Segment's other income/(expense) | (6,718) | (1,031) | (5) | (23) | - | (7,777) |
| Profit/(loss) before tax and net finance costs |
521,002 | 72,886 | 11,115 | (14,787) | - | 590,216 |
| Net finance income/(costs) | (38,016) | (11,550) | (861) | (1) | (10,696) | (61,124) |
| Profit/(loss) before tax | 482,986 | 61,336 | 10,254 | (14,788) | (10,696) | 529,092 |
| Income tax | (96,051) | (12,532) | (1,642) | 3,523 | - | (106,702) |
| Net profit/(loss) | 386,935 | 48,804 | 8,612 | (11,265) | (10,696) | 422,390 |
The above data includes reconciliation of segment financial results to the consolidated net profit for the 12-month period ending in 2022, which amounted to PLN 422,390 thousand.
| as at 31 December | ||||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Assets and liabilities | ||||||
| Segment's assets | 4,549,246 | 645,890 | 125,076 | 101,790 | (332,374) | 5,089,628 |
| Total assets | 4,549,246 | 645,890 | 125,076 | 101,790 | (332,374) | 5,089,628 |
| Segment's liabilities | 2,288,048 | 529,231 | 110,617 | 92,162 | (326,058) | 2,694,000 |
| Equity | 2,261,198 | 116,659 | 14,459 | 9,628 | (6,316) | 2,395,628 |
| Total equity and liabilities | 4,549,246 | 645,890 | 125,076 | 101,790 | (332,374) | 5,089,628 |
| Expenditure on property | 331,015 | 57,840 | 34,565 | 1 | - | 407,421 |
| as at 31 December | 2022 | |||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Assets and liabilities | ||||||
| Segment's assets | 4,486,777 | 654,498 | 84,611 | 102,594 | (338,342) | 4,990,138 |
| Total assets | 4,486,777 | 654,498 | 84,611 | 102,594 | (338,342) | 4,990,138 |
| Segment's liabilities | 2,178,958 | 478,970 | 71,020 | 90,688 | (327,449) | 2,492,187 |
| Equity | 2,307,819 | 175,528 | 13,590 | 11,907 | (10,893) | 2,497,951 |
| Total equity and liabilities | 4,486,777 | 654,498 | 84,610 | 102,595 | (338,342) | 4,990,138 |
| Expenditure on properties | 459,552 | 96,590 | 1,531 | 10,927 | - | 568,600 |
Intersegment eliminations concern intra-Group loans advanced by the Group's Polish companies to the companies in Germany, Romania and Austria, as well as intra-Group services.
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Rental income | 200,874 | 152,886 |
| Rental income | 200,874 | 152,886 |
| for the year ended 31 December | 2023 | 2022 |
| Recharge of service charges | 67,687 | 51,890 |
| Recharge of utility costs | 88,598 | 71,338 |
| Rental income from residential units | 58 | 61 |
| Services provided to tenants | 2,940 | 2,099 |
| Other revenue | 603 | 799 |
| Revenue from property management services | 159,886 | 126,187 |
In 2023, revenue was PLN 360,760 thousand, a year-on-year increase of 29%. The increase was due mainly to:
delivery of approximately 104 thousand m2 of new space to tenants;
rent indexation (8.4%);
increase in rents.
The like-for-like growth in 2023 was 7.7%.
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Reversal of impairment losses on receivables | 63 | 9 |
| Past due liabilities written off | 361 | - |
| Compensation received | 801 | 1,789 |
| Other | 670 | 713 |
| Gain on disposal of non-financial non-current assets | 19 | 15 |
| Reversal of provision for future costs | 226 | 515 |
| Other income | 2,140 | 3,041 |
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Loss on disposal of non-financial non-current assets | (44) | (151) |
| Provision for usufruct charge (PWUG provision) | - | (6,905) |
| Costs of donations | (29) | (19) |
| Contribution to electricity producers and traders fund under Act of 27 October 2022 |
(6,640) | - |
| Costs covered by insurance policies | (46) | (225) |
| Other | (851) | (1,856) |
| Investment site acquisition costs | (5,645) | (1,169) |
| Written-off statute-barred receivables | (132) | (225) |
| Compensations and contractual penalties paid | (13) | (268) |
| Other expenses | (13,400) | (10,818) |
| for the year ended 31 December 2023 |
2022 | |
|---|---|---|
| Depreciation and amortisation | (678) | (425) |
| Consumption of materials and energy | (75,669) | (53,060) |
| Services | (42,407) | (41,211) |
| Taxes and charges | (37,664) | (30,765) |
| Wages and salaries | (9,767) | (7,744) |
| Social security and other employee benefits | (2,064) | (1,586) |
| Other expenses by nature | (3,206) | (1,854) |
| Cost of merchandise and materials sold | (32) | - |
| Distribution costs and administrative expenses | (171,487) | (136,645) |
In 2023, distribution costs and administrative expenses were PLN 171,487 thousand, up 25% year on year. They grew more slowly than revenue, which rose by 29% year on year. Distribution costs and administrative expenses include mainly: (i) costs of consumables and energy used, (ii) services, (iii) taxes and charges. The costs of consumables and energy used include the cost of utilities that are recharged to tenants. The main components of taxes and charges are property tax and usufruct charges, which are also recharged to tenants. Services include two cost groups: (i) property maintenance services, recharged to tenants, (ii) and services recognised as administrative expenses.
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Costs related to the maintenance of rental properties | (57,848) | (45,588) |
| Costs related to the maintenance of properties not generating rental income |
(4,026) | (2,954) |
| Utilities | (74,161) | (51,279) |
| Other recharged costs | (219) | (2,286) |
| Costs of self-provided property management services | (136,254) | (102,107) |
| Depreciation and amortisation | (678) | (425) |
| Selling, general and administrative expenses | (34,555) | (34,113) |
| Distribution costs and administrative expenses | (171,487) | (136,645) |
The Board has analysed the presentation of revenues and operating costs and, to meet IFRS requirements and better reflect the nature of the Group's activities, has decided to separately present in the consolidated statement of profit or loss rental revenues (recognized under IFRS 16) and property management service revenues (recognized under IFRS 15). At the same time, the presentation of selling expenses and general and administrative expenses has been updated to distinguish between: costs of services provided in property management and general and administrative expenses. Comparative data for 2022 has been adjusted accordingly.
| 2022 Reported |
Change in | 2022 | |
|---|---|---|---|
| for the year ended 31 December | data | presentation | Restated data |
| Revenue | 279,073 | (279,073) | - |
| Rental revenues | - 152,886 |
152,886 | |
| Revenues from property management services | - 126,187 |
126,187 | |
| Selling and general administrative expenses | (136,645) | (136,645) | - |
| Cost of internally provided property management services | - (102,107) |
(102,107) | |
| Gross operating profit/(loss) | - 176 966 |
176 966 | |
| General and administrative expenses | - (34,538) |
(34,538) |
| for the year ended 31 December | 2023 | 2022 | |
|---|---|---|---|
| Interest on loans | 771 | 584 | |
| Interest received on cash flow hedging instruments | - | 45 | |
| Interest on bank deposits | 8,231 | 30 | |
| Net exchange differences | 91,167 | - | |
| Other interest | 300 | 2 | |
| Interest on receivables | 4 | 9 | |
| Revenue from investment fund units | - | 65 | |
| Other finance income | - | 20 | |
| Total finance income | 100,473 | 755 |
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Interest expenses on liabilities from loans and borrowings | (49,139) | (27,118) |
| Other interest | (445) | (838) |
| Interest paid on swap contracts | - | (1,141) |
| Ineffective portion of remeasurement of interest rate hedges | (145) | - |
| Net exchange differences | - | (17,569) |
| Interest on notes | (25,699) | (11,145) |
| Other finance costs | (1,231) | (1,838) |
| Debt service costs | (4,973) | (2,230) |
| Total finance costs | (81,632) | (61,879) |
Exchange differences are mainly attributable to the effect of measurement of liabilities under EUR-denominated borrowings at the end of the reporting period. In the period from 31 December 2022 to 31 December 2023, the Polish currency appreciated by PLN 0.3419, or 7.86%. The appreciation of the złoty against the euro resulted in foreign exchange gains of PLN 91,167 thousand, which had an effect on the Group's net finance income/(costs).
In accordance with Polish laws, in 2023 and 2022, consolidated entities calculated their corporate income tax liabilities at 9% or 19% of taxable income. The lower tax rate was applicable to small taxpayers.
In 2023 and 2022, the following tax rates were applied by the Group's foreign operations to calculate current income tax liabilities: in Germany: 15.825%, in Romania: 16%, and in Austria: 24%.
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Current income tax | 16,905 | 15,856 |
| Temporary differences/reversal of temporary differences | (25,673) | 90,846 |
| Income tax | (8,768) | 106,702 |
| for the year ended 31 December | 2023 | 2022 |
|---|---|---|
| Profit/(loss) before tax | (60,826) | 529,092 |
| Tax at the applicable tax rate (19%) | 11,557 | (100,527) |
| Excess of commercial property tax over income tax | (625) | (470) |
| Difference due to income tax rate change from 19% to 9% | 8,267 | - |
| Differences in income tax for 2022 recognised in the separate financial statements after the issue of the consolidated financial statements for 2022 |
422 | - |
| Difference due to different rate of tax paid by the Austrian company | 77 | 34 |
| Difference due to 9% rate of tax rate paid by companies qualifying as small taxpayers | 365 | 688 |
| Non-taxable income | (311) | 145 |
| Difference due to different rates of tax paid by the German and Romanian companies | (332) | (280) |
| Unrecognised asset for tax loss | (2,063) | (979) |
| Write off of unused deferred tax asset for tax loss | (182) | (62) |
| Expenses not deductible for tax purposes | (8,407) | (5,251) |
| Income tax | 8,768 | (106,702) |
Tax laws relating to value added tax, corporate and personal income tax, and social security contributions are frequently amended. Therefore, it is often the case that no reference can be made to established regulations or legal precedents. The laws tend to be unclear, thus leading to differences in opinions as to legal interpretation of fiscal regulations, both between different state authorities and between state authorities and businesses. Tax and other settlements (customs duties or foreign exchange settlements) may be inspected by authorities empowered to impose significant penalties, and any additional amounts assessed following an inspection must be paid with interest. Consequently, tax risk in Poland is higher than in countries with more mature tax systems.
The Group also operates in Romania, Germany, and Austria. Especially in Romania, the tax laws have undergone significant changes in recent years.
The fluid nature of tax laws is also attributable to the necessity for countries where the Group operates to adopt new regulations stipulated by EU law or commitments made by OECD member countries.
| Property, plant and equipment |
Prepayments for property, plant and equipment |
||||||
|---|---|---|---|---|---|---|---|
| Buildings and | Plant and | under | under | ||||
| structures | equipment | Vehicles | Other | construction | construction | Total | |
| Gross carrying amount as at 31 December 2022 |
3,268 | 5,090 | 55 | 53 | 4,091 | - | 12,557 |
| Increase | 114 | 1,226 | 910 | - | 13,822 | - | 16,072 |
| Acquisition | 21 | 649 | 297 | - | 13,822 | - | 14,789 |
| Transfer from property, plant and equipment under construction |
95 | 577 | 36 | - | - | - | 708 |
| Finance leases | - | - | 586 | - | - | - | 586 |
| Exchange differences on translation of foreign operations |
(2) | - | (9) | - | - | - | (11) |
| Decrease | - | (68) | (37) | - | (708) | - | (813) |
| Transfer to property, plant and equipment |
- | - | - | - | (708) | - | (708) |
| Retirement | - | (46) | - | - | - | - | (46) |
| Sale | - | (22) | (37) | - | - | - | (59) |
| Gross carrying amount as at 31 December 2023 |
3,382 | 6,248 | 928 | 53 | 17,205 | - | 27,816 |
| Buildings and structures |
Plant and equipment |
Vehicles | Other property, plant and equipment |
Property, plant and equipment under construction |
Prepayments for property, plant and equipment under construction |
Total | |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation as at 31 December 2022 |
1,810 | 754 | 46 | 41 | - | - | 2,651 |
| Increase | 106 | 344 | 107 | 4 | - | - | 561 |
| Depreciation | 106 | 344 | 91 | 4 | - | - | 545 |
| Exchange differences on translation of foreign operations |
- | - | 16 | - | - | - | 16 |
| Decrease | (2) | (33) | (44) | - | - | - | (79) |
| Retirement | - | - | (1) | - | - | - | (1) |
| Sale | - | (22) | (43) | - | - | - | (65) |
| Exchange differences on translation of foreign operations |
(2) | (11) | - | - | - | - | (13) |
| Gross carrying amount as at 31 December 2023 |
1,914 | 1,065 | 109 | 45 | - | - | 3,133 |
| Net carrying amount as at 31 December 2022 |
1,458 | 4,336 | 9 | 12 | 4,091 | - | 9,906 |
| Net carrying amount as at 31 December 2023 |
1,468 | 5,183 | 819 | 8 | 17,205 | - | 24,683 |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Gross carrying amount at beginning of period |
4,432,975 | 3,394,504 | |
| Expenditure on plot of land | 107,990 | 58,510 | |
| Expenditure on property | 299,431 | 510,090 | |
| Reassessment of the value of perpetual usufruct rights of land |
16,741 | - | |
| Exchange differences on translation of foreign operations | (57,952) | 14,306 | |
| Change in fair value | (257,680) | 455,565 | |
| Gross carrying amount at end of period | 4,541,505 | 4,432,975 |
Investment property comprises: completed warehouse and office buildings, warehouse and office buildings under construction, and land for development. Rental income from lease of warehouse space is the key source of the Group's revenue. Investment property as at 31 December 2023 included a perpetual usufruct asset measured at PLN 58,382 thousand (PLN 42,280 thousand as at 31 December 2022).
| As at 1 January 2023 | Increase | Decrease (depreciation) | As at 31 December 2023 |
|---|---|---|---|
| 42,280 | 16,741 | (639) | 58,382 |
| As at 1 January 2022 | Increase | Decrease (depreciation) | As at 31 December 2022 |
| 42,915 | - | (635) | 42,280 |
In the period from 31 December 2022 to 31 December 2023, the carrying amount of investment property increased by PLN 108,530 thousand.
The change was primarily due to a rise in property valuations and an increase in the value of perpetual usufruct rights to land, offset by the negative impact of exchange rate differences.
The increase in investment property valuations, of PLN 108,530 thousand, was attributed to:
increase in valuation of the existing property portfolio of PLN 412,490 thousand,
increase in the value of right-of-use assets (perpetual usufruct of land) of PLN 16,741 thousand due to the likely increase in the annual fee in Companies currently in dispute with the Pruszków District Administrator,
decrease in valuation related to the change in the EUR/PLN exchange rate of PLN 320,090 thousand.
As of the end of 2023, yield rates were decompressed across the entire property portfolio by 24 bps for the year. The increase in yield rates was largely offset by an increase in the estimated rental value (ERV), by 7% for the entire portfolio relative to the end of 2022.
The value of the investment property was also affected by the depreciation of the Polish currency against the euro, amounting to PLN 0.3419 as of 31 December 2023. This resulted in a decrease of PLN 320,090 thousand in the fair value of the investment property as of 31 December 2022, which includes PLN 262,138 thousand from the Polish portfolio and PLN 57,952 thousand from the foreign portfolio.
Litigation concerning revision of the perpetual usufruct charge for some of the land used by MLP Pruszków I, MLP Pruszków II, MLP Pruszków III continued in 2023. As at the date of publication of the report, the Management Board of MLP Group S.A. updated, in justified cases, the amount of the fee reserve from 2022. The amount determined by the court may be different and may affect the carrying amount of investment property and finance lease liabilities. For a description of disputes, see Note 30.
The value of assets and liabilities under perpetual usufruct rights to land was updated based on the amount used to calculate the provision.
| Gross carrying amount at end of period |
4,541,505 | 4,432,975 | |
|---|---|---|---|
| Fair value of property | 111,804 | 81,190 | |
| Romania | 111,804 | 81,190 | |
| Fair value of property | 101,308 | 101,771 | |
| Austria | 101,308 | 101,771 | |
| Expenditure on property not included in the valuation |
- | 9 | |
| Fair value of property | 548,457 | 630,230 | |
| Germany | 548,457 | 630,239 | |
| Perpetual usufruct of land | 58,382 | 42,280 | |
| Fair value of property | 3,721,554 | 3,577,495 | |
| Poland | 3,779,936 | 3,619,775 | |
| as at 31 December | 2023 | 2022 | |
| Investment property by country |
| Existing buildings | Buildings under construction |
Land reserve | Perpetual usufruct of land |
|
|---|---|---|---|---|
| Poland | 3,204,407 | 248,314 | 220,135 | 58,382 |
| Germany | 475,236 | - | 121,918 | - |
| Austria | - | - | 101,308 | - |
| Romania | 54,250 | 36,054 | 21,501 | 81,190 |
| Total | 3,733,893 | 284,368 | 464,862 | 58,382 |
| Existing buildings | Buildings under construction |
Land reserve | Perpetual usufruct of land |
|
|---|---|---|---|---|
| Poland | 3,183,538 | 179,060 | 214,868 | 42,280 |
| Germany | 540,276 | - | 89,952 | - |
| Austria | - | - | 101,771 | - |
| Romania | 53,465 | - | 27,764 | - |
| Total | 3,777,279 | 179,060 | 464,862 | 42,280 |
The fair value of investment property was calculated based on expert reports issued by independent expert appraisers, with recognised professional qualifications and with experience in investment property valuation (based on inputs that are not directly observable – Level 3).
Property valuations have been prepared in accordance with the Royal Institution of Chartered Surveyors (RICS) Standards. They comply with the International Valuation Standards (IVS) as published by the International Valuation Standards Committee.
The layer (or hardcore) method was applied to the valuation of buildings. In this method, rental income that is considered sustainable (i.e. all passing rent that is at or below market rent levels) is capitalised at an appropriate yield, with any 'top slice' or 'froth' rent, i.e. rental income from over-rented units, capitalised at a separate yield until expiry of the lease. This enables assigning a separate risk profile to the "riskier" over-rented component of the property, as appropriate. The yields applied take into account the terms of rent increases, vacancy risk, and expenses.
The valuations reflect, when appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting of vacant accommodation and the market's general perception of their credit-worthiness; the allocation of maintenance and insurance responsibilities between the lessor and lessee; and the remaining economic life of the property. In accordance with the hardcore valuation method, the fair value of the property is higher when the rent rate is higher and the yield is lower.
The value of the existing buildings in Romania and Germany was appraised using the discounted cash flow method. This approach discounts expected future income streams and residual value to an estimated present value.
The residual method of property valuation is applied to valuing investment properties under development. In this method, the value of a property is estimated based on its developed value (i.e. on completion of the development project) using the income/market approach taking into account the development budget, including the developer's profit. Development costs include total construction costs, including fit-out costs, professional fees, financing costs and the developer's profit. In accordance with the valuation method, the higher the rent rate is, the higher the fair value of the property; the lower the yield rate – the higher the fair value of the property is, and the higher the estimated construction costs – the lower the fair value of the property.
In valuation of investment properties in Germany, the residual value is determined by calculating the net capital value of the property upon completion of the planned development project. This value is obtained by subtracting non-recoverable operating costs (such as maintenance and management expenses) from the potential gross sale value. The costs of the proposed development are deducted from the net capital value. These costs include construction fees and other required payments essential for the building's construction, depending on its intended use. All construction costs, additional building expenses, and other project costs, including financing costs and the developer's profit, are subtracted from the calculated gross sale value of the completed investment. To arrive at the residual value, financing and additional property acquisition costs are deducted from this remaining amount. The residual value represents the amount an investor would spend to develop the property under certain economic conditions.
Land is valued using the market approach, whereby the likely value of a given piece of land is determined by reference to recent land sale transactions.
The market approach consists in estimating the value of properties (i.e. undeveloped land in this case) by comparing them with identical or similar undeveloped properties for which information on their prices is available.
In order to arrive at an accurate estimate of the property's value, the appraiser may apply price adjustments as required. In accordance with the market approach, the higher the price per square metre, the higher the fair value.
The market value of land in Austria, as defined in the Austrian Property Valuation Act, is understood to be the value that can typically be obtained from the sale of an asset in a market transaction. Individual preferences or other intangible aspects are not considered when determining market value. The sales comparison method was used for the valuation. When applying this method, the sale price of similar properties or their parts is compared with the price of the property being appraised, with deviations accounted for through adjustments and deductions.
The market value of land in Romania was appraised based on the RICS Valuation - Global Standards using the comparative method.
The market value of land in Poland was estimated using the comparative method, which involves analysing and comparing the sales and leases of properties as similar as possible to those being appraised. The appraiser relies on actual sales or lease evidence of other similar properties, considering factors such as the date of sale, location, size of the land, property configuration, technical condition, and available utilities.
The Group measures the fair value of its property portfolio twice a year, i.e., as at 30 June and 31 December, unless changes occur which require remeasurement. The fair value of property, which is expressed in the euro in valuation reports, is translated at the mid rates quoted by the National Bank of Poland at the end of the reporting period.
The valuation method did not change relative to previous periods.
In the year ended 31 December 2023, there were no transfers between the levels.
In the commercial real estate market in Poland, there is a lack of sufficient market data enabling a direct reflection of the transformation risks associated with achieving carbon neutrality by 2026. So far, no standards have been developed to realistically reflect the effects of transformation in valuations, and there are no tools allowing for a direct link between decarbonization and valuation. In the case of property leasing, the risk relates to the potential change in rental income resulting from decarbonization efforts and is reflected in conducted valuations through the rental rate for the leased area and in the capitalization rate in the property sales process. For valuation purposes, particular attention has been paid to the age of buildings and their technical specifications.
| as at | 31 December 2023 Reversionary yield |
||
|---|---|---|---|
| mean | minimum | maximum | |
| Poland | 7.07% | 6.18% | 9.22% |
| Germany | 5.08% | 4.96% | 5.14% |
| Austria | n/a | n/a | n/a |
| Romania | 6.82% | 6.82% | 6.82% |
| 31 December 2023 | |||
|---|---|---|---|
| Net true equivalent yield | |||
| mean | minimum | maximum | |
| Poland | 5.98% | 5.48% | 7.01% |
| Germany | 4.62% | 4.49% | 4.67% |
| Austria | n/a | n/a | n/a |
| Romania | 4.49% | 4.49% | 4.49% |
The project in Austria obtained construction permits in the fourth quarter of 2023, and therefore the land still owned was appraised using the comparative method.
Sensitivity analysis of yields to changes in valuations of investment properties, excluding land reserves (as they are valued using the comparative method) and buildings under construction. The table below presents the sensitivity of profit (loss) before taxation as of 31 December 2023.
| The current value of investment properties in million PLN |
The estimated value of investment properties after the change in yield in million PLN |
The difference in valuation in million PLN |
|
|---|---|---|---|
| Yield - 25 p.p. | 3,734 | 3,907 | 173 |
| Yield - 50 p.p. | 3,734 | 4,097 | 363 |
| Yield + 25 p.p. | 3,734 | 3,580 | (154) |
| Yield + 50 p.p. | 3,734 | 3,435 | (299) |
| 31 December 2023 | |||
|---|---|---|---|
| Estimated rental value (ERV) per m2 | |||
| average for warehouse and office space |
warehouse space |
office space | |
| Poland | EUR 4.58 | EUR 4.25 | EUR 10.75 |
| Germany | EUR 6.01 | EUR 5.53 | EUR 9.13 |
| Austria | n/a | n/a | n/a |
| Romania | EUR 4.53 | EUR 4.50 | EUR 8.50 |
| as at | 31 December 2022 | ||
|---|---|---|---|
| Reversionary yield | |||
| mean | minimum | maximum | |
| Poland | 5.69% | 5.83% | 8.91% |
| Germany | 4.50% | 4.43% | 4.46% |
| Austria | n/a | n/a | n/a |
| Romania | 7.78% | 7.78% | 7.78% |
| as at | 31 December 2022 | ||
|---|---|---|---|
| Net true equivalent yield | |||
| mean | minimum | maximum | |
| Poland | 5.81% | 4.95% | 6.50% |
| Germany | 4.32% | 4.26% | 4.35% |
| Austria | n/a | n/a | n/a |
| Romania | 6.07% | 6.07% | 6.07% |
The project in Austria is currently in the process of obtaining a building permit, and therefore, the owned land is being valued using the comparative method.
| 31 December 2022 Estimated rental value (ERV) per m2 |
|||||
|---|---|---|---|---|---|
| average for warehouse and office space |
warehouse space |
office space | |||
| Poland | EUR 4.30 | EUR 3.90 | EUR 11.00 | ||
| Germany | EUR 5.67 | EUR 5.20 | EUR 9.10 | ||
| Austria | n/a | n/a | n/a | ||
| Romania | EUR 3.53 | EUR 3.50 | EUR 7.00 |
The land reserve is valued using the comparative method. The used average rates per square metre of land by geographic segment are as follows:
– Poland in 2023: from EUR 47 to EUR 86, and in 2022: from EUR 26 to EUR 77,
– Germany in 2023: from EUR 98 to EUR 141, and in 2022: from EUR 114 to EUR 205,
– Austria in 2023: from EUR 237, and in 2022: from EUR 221,
– Romania in 2023: EUR 46, and in 2022: EUR 43.
| Deferred tax assets | Deferred tax liabilities | Net amount | ||||||
|---|---|---|---|---|---|---|---|---|
| as at 31 December | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||
| Investment property 1) | - | - | 360,743 | 408,332 | 360,743 | 408,332 | ||
| Borrowings and loans, granted and received | (9,669) | 8,282 | - | - | 9,669 | (8,282) | ||
| Derivatives | - | - | 6,100 | 14,643 | 6,100 | 14,643 | ||
| Other | 11,133 | 13,869 | - | - | (11,133) | (13,869) | ||
| Tax losses deductible in future periods | 7,635 | 3,823 | - | - | (7,635) | (3,823) | ||
| Interest on notes | (1,328) | 1 | - | - | 1,328 | (1) | ||
| Deferred tax assets / liabilities | 7,771 | 25,975 | 366,843 | 422,975 | 359,072 | 397,000 |
| as at 31 December |
2023 | 2022 | |
|---|---|---|---|
| Including: | |||
| Deferred tax asset | (6,041) | (3,567) | |
| Deferred tax liability | 365,113 | 400,567 | |
| 359,072 | 397,000 |
Based on the tax budgets prepared by the Group, the Management Board considers it justified to recognise a deferred tax asset on tax loss in the amount disclosed in the statement of financial position.
1) Deferred tax on investment property relates fully to a long period, which is why at least 98% of the deferred tax liability shown above is a long-term deferred tax liability.
| 1 January 2022 |
changes recognised in profit or loss |
changes recognised in other comprehensive income |
currency translation differences |
31 December 2022 |
|
|---|---|---|---|---|---|
| Investment property | |||||
| 310,697 | 96,840 | - | 795 | 408,332 | |
| Borrowings and loans, granted and received |
(6,535) | (1,747) | - | - | (8,282) |
| Derivatives | (950) | 90 | 15,503 | - | 14,643 |
| Other | (6,646) | (7,226) | - | 3 | (13,869) |
| Tax losses deductible in future periods | (6,231) | 2,408 | - | - | (3,823) |
| Interest on notes | (482) | 481 | - | - | (1) |
| 289,853 | 90,846 | 15,503 | 798 | 397,000 |
| 1 January 2023 |
changes recognised in profit or loss |
changes recognised in other comprehensive income |
currency translation differences |
31 December 2023 |
|
|---|---|---|---|---|---|
| Investment property | 408,332 | (43,796) | - | (3,793) | 360,743 |
| Borrowings and loans, granted and received |
(8,282) | 17,951 | - | - | 9,669 |
| Derivatives | 14,643 | (11) | (8,532) | - | 6,100 |
| Other | (13,869) | 2,666 | - | 70 | (11,133) |
| Tax losses deductible in future periods | (3,823) | (3,812) | - | - | (7,635) |
| Interest on notes | (1) | 1,329 | - | - | 1,328 |
| 397,000 | (25,673) | (8,532) | (3,723) | 359,072 |
| as at 31 December 2023 |
2022 | |
|---|---|---|
| Long-term receivables from measurement of swap contracts | 32,756 | 76,615 |
| Cash set aside in accordance with credit facility agreements to secure payment of principal and interest – long-term portion |
25,690 | 19,763 |
| Bank deposits comprising security deposits from tenants |
8,015 | 8,072 |
| Cash set aside in CAPEX account | 214 | 214 |
| Long-term performance notes retained | 3,748 | 6,447 |
| Deposit under bank guarantee | 136 | 136 |
| Long-term loans to related entities | 16,922 | 16,626 |
| Other long-term investments | 87,481 | 127,873 |
| Short-term receivables from measurement of swap contracts | 1,722 | - |
| Short-term investments | 1,722 | - |
| Cash set aside in accordance with credit facility agreements to secure payment of principal and interest – short-term portion |
2,432 | 1,620 |
| Short-term performance notes retained | 5,881 | 5,438 |
| Deposit under bank guarantee | 297 | - |
| Other short-term investments | 8,610 | 7,058 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| Loan assets | |
|---|---|
| As at 31 December 2022 | 16,626 |
| Interest accrued on loans | 771 |
| Foreign exchange differences from balance sheet valuation | (475) |
| As at 31 December 2023 | 16,922 |
| As at 31 December 2022 | 16,626 |
|---|---|
| Foreign exchange differences | (180) |
| Exchange rate differences | (2,818) |
| Loan principal repayment | (1,892) |
| Interest accrued on loans | 584 |
| As at 31 December 2021 | 20,572 |
| Loan assets | |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Non-current prepayments and accrued income | 7,853 | 882 | |
| Other non-current assets | 7,853 | 882 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| as at 31 December | 2023 | 2022 |
|---|---|---|
| Trade payables | 21,453 | 31,050 |
| Investment settlements | 628 | 2,314 |
| Prepayments and accrued income | 3,972 | 10,223 |
| Prepayments for property, plant and equipment and investment property under construction |
225 | 252 |
| Advance payment for purchase of land |
- | 11,503 |
| Taxes and social security payable* | 38,037 | 36,468 |
| Trade and other receivables | 64,315 | 91,810 |
| Income tax receivable | 2,573 | 808 |
| Short-term receivables | 66,888 | 92,618 |
* As at 31 December 2023 (and as at 31 December 2022), tax and social security receivable comprised mainly VAT receivable of PLN 28,920 thousand (PLN 26,896 thousand) as disclosed in the VAT returns filed, and input VAT of PLN 8,920 thousand (PLN 9,572 thousand) to be deducted in future periods.
The decrease in trade receivables was mainly attributable to a lower amount of receivables relating to consumption of utilities.
The rent collection ratio was 99%, largely unchanged year on year.
For more information on receivables from related entities, see Note 29.
The Group uses the impairment loss matrix to calculate expected credit losses. In order to determine expected credit losses, trade receivables were grouped on the basis of similarity between credit risk characteristics and past due periods. The Group concluded that it has the following homogeneous groups of receivables: receivables from tenants and receivables under development contracts.
The time past due structure of trade receivables and impairment losses are presented in the table below.
| as at 31 December |
2023 | 2022 | ||||
|---|---|---|---|---|---|---|
| Gross receivables |
Impairment losses |
Gross receivables |
Impairment losses |
|||
| Not past due | 13,803 | - | 19,950 | - | ||
| Past due from 1 to 30 days | 4,875 | - | 6,988 | - | ||
| Past due from 31 to 60 days | 157 | - | 997 | - | ||
| Past due from 61 to 90 days | 22 | - | 120 | - | ||
| Past due from 91 to 180 days | 99 | (7) | 331 | (12) | ||
| Pas due over 181 days | 5,201 | (2,697) | 5,380 | (2,704) | ||
| Total receivables | 24,157 | (2,704) | 33,766 | (2,716) |
| 2023 | 2022 | |
|---|---|---|
| Impairment losses on receivables as at 1 January | (2,716) | (2,707) |
| Recognition of impairment losses | (7) | (12) |
| Use of impairment losses | 19 | 3 |
| Impairment losses on receivables as at 31 December | (2,704) | (2,716) |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Cash in hand | 117 | 118 | |
| Cash at banks | 225,321 | 145,789 | |
| Short-term deposits | 118,809 | 169,000 | |
| Cash in transit | - | 293 | |
| Cash and cash equivalents in the consolidated statement of financial position | 344,247 | 315,200 | |
| Cash and cash equivalents in the consolidated statement of cash flows | 344,247 | 315,200 |
Cash and cash equivalents in the consolidated statement of financial position include cash in hand and bank deposits with original maturities of up to three months.
Indications of impairment of cash and cash equivalents were determined separately for each balance held with the financial institutions. Credit risk was assessed using external credit ratings and publicly available information on default rates set by external agencies for a given rating. The analysis showed that the credit risk of the assets as at the reporting date was low.
All banks with which the Group holds cash have investment grade ratings, i.e. not lower than BBB-.
| for the year ended 31 December |
2023 | 2022 | |
|---|---|---|---|
| Proceeds from bank borrowings | 590,713 | 440,112 | |
| Cash flows from proceeds from borrowings | 590,713 | 440,112 | |
| Cash flows from borrowings - amount disclosed in the consolidated statement of cash flows |
590,713 | 440,112 | |
| for the year ended 31 December |
2023 | 2022 | |
| Repayment of bank borrowings, including refinanced bank borrowings*) | (258,960) | (38,732) | |
| Repayment of non-bank borrowings | (258,960) | (2,632) | |
| Total repayment of borrowings | (258,960) | (41,364) | |
| Cash flows from repayment of borrowings | (258,960) | (41,364) | |
| Cash flows from repayment of borrowings – amount disclosed in the consolidated statement of cash flows |
(258,960) | (41,364) |
| Total cash flows from repayment of loans - amount disclosed in the consolidated statement of cash flows |
- | 2,818 | |
|---|---|---|---|
| Total repayment of loans | - | 2,818 | |
| Repayment of loans | - | 2,818 | |
| for the year ended 31 | December | 2023 | 2022 |
*) In the second quarter of 2023, the Group refinanced two projects and repaid borrowings under credit facilities of PLN 224,604 thousand with proceeds from a newly contracted facility of PLN 327,733 thousand.
| Change in receivables disclosed in the consolidated statement of cash flows 27,495 |
(13,375) | ||
|---|---|---|---|
| Change in receivables | 27,495 | (13,375) | |
| Elimination of advance payment for land purchase | - | 4,088 | |
| Change in trade and other receivables | 27,495 | (17,463) | |
| for the year ended 31 December |
2023 | 2022 |
| for the year ended | |||
|---|---|---|---|
| 31 December | 2023 | 2022 | |
| Change in trade and other payables | (40,502) | 59,668 | |
| Change in employee benefit obligations | (1,707) | (3,857) | |
| Change in current liabilities under performance notes and security deposits | 3,493 | 2,435 | |
| Change in finance lease and swap liabilities | 20,611 | (693) | |
| Elimination of changes in investment commitments | 41,640 | 1,851 | |
| Change in current and other liabilities | 23,535 | 59,404 | |
| Change in current and other liabilities disclosed in the consolidated statement of cash flows |
23,535 | 59,404 |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Share capital | |||
| Series A ordinary shares | 11,440,000 | 11,440,000 | |
| Series B ordinary shares | 3,654,379 | 3,654,379 | |
| Series C ordinary shares | 3,018,876 | 3,018,876 | |
| Series D ordinary shares | 1,607,000 | 1,607,000 | |
| Series E ordinary shares | 1,653,384 | 1,653,384 | |
| Series F ordinary shares | 2,621,343 | 2,621,343 | |
| Ordinary shares – total | 23,994,982 | 23,994,982 | |
| Par value per share | 0.25 | 0.25 |
As at 31 December 2023, the Parent's share capital amounted to PLN 5,998,745.50 and was divided into 23,994,982 shares carrying 23,994,982 voting rights in the Company. The par value per share is PLN 0.25 and the entire capital has been paid up.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
Earnings per share for each reporting period are calculated as the quotient of net profit for the period attributable to owners of the Parent and the weighted average number of shares outstanding in the reporting period.
| as at 31 December | 31 December 2023 | 31 December 2022 | ||
|---|---|---|---|---|
| number of shares |
Par value | number of shares |
Par value | |
| Number/value of shares at beginning of period |
23,994,982 | 5,999 | 21,373,639 | 5,344 |
| Issue of shares | - | - | 2,621,343 | 655 |
| Number/value of shares at end of period | 23,994,982 | 5,999 | 23,994,982 | 5,999 |
Earnings per share attributable to owners of the Parent during the reporting period (PLN per share):
| for the year ended 31 December | 2023 | 2022 | |
|---|---|---|---|
| - basic | (2.17) | 19.69 | |
| - diluted | (2.17) | 19.69 | |
There were no dilutive factors in the presented periods.
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Borrowings secured with the Group's assets | 1,568,901 | 1,414,683 | |
| Notes | 321,752 | 332,983 | |
| Non-bank borrowings | 16,952 | 16,654 | |
| Non-current liabilities under borrowings and other debt instruments |
1,907,605 | 1,764,320 |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Finance lease liabilities (perpetual usufruct of land) 1) | 58,382 | 42,280 | |
| Liabilities from measurement of swap contracts | 3,959 | - | |
| Performance notes | 7,241 | 4,272 | |
| Security deposits from tenants and other deposits |
9,031 | 8,507 | |
| Finance lease liabilities (vehicles) | 361 | - | |
| Other non-current liabilities | 78,974 | 55,059 |
1) The Group is a party to pending court proceedings concerning revision of the usufruct charge rate. The Management Board of MLP Group S.A. estimated, as at the date of release of these financial statements and with respect to justified cases, the amount of provision for some potential claims against MLP Pruszków I, MLP Pruszków II, MLP Pruszków III Sp. z o.o. The amount determined by the court may affect the carrying amount of investment property and finance lease liabilities. For description of disputes, see Note 30.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| as at 31 December |
2023 | 2022 | |
|---|---|---|---|
| Short-term bank borrowings and short-term portion of bank borrowings secured with the Group's assets |
94,643 | 41,269 | |
| Notes | 111,248 | 50,896 | |
| Current liabilities under borrowings and other debt instruments |
205,891 | 92,165 |
Liabilities under borrowings secured with the Group's assets and under borrowings not secured with the Group's assets comprise liabilities to both related and unrelated parties.
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Liabilities under lease of vehicles | 189 | - | |
| Other current liabilities | 189 | - |
| Notes | |
|---|---|
| As at 31 December 2022 | 383,879 |
| Issue of notes | 130,445 |
| Interest accrued on notes | 25,700 |
| Interest paid on notes | (22,298) |
| Redemption of Series B notes and portion of Series E notes | (54,708) |
| Foreign exchange differences from balance sheet valuation | (30,018) |
| As at 31 December 2023 | 433,000 |
| Notes | |
|---|---|
| As at 31 December 2021 | 439,475 |
| Issue of notes | 28,547 |
| Interest accrued on notes | 11,145 |
| Interest paid on notes | (9,613) |
| Redemption of Series A notes | (94,118) |
| Foreign exchange differences from balance sheet valuation | (8,443) |
| As at 31 December 2022 | 383,879 |
| Non-bank borrowings | |
|---|---|
| As at 31 December 2022 | 16,654 |
| Payment of interest on loan | 782 |
| Change in carrying amount | (484) |
| As at 31 December 2023 | 16,952 |
Non-bank borrowings
| As at 31 December 2021 | 20 633 |
|---|---|
| Accrued interest on loans | 604 |
| Paid interest on loans | (2 632) |
| Loan principal repayment | (1 854) |
| Foreign exchange differences from balance sheet valuation | (97) |
| As at 31 December 2022 | 16 654 |
| Bank borrowings | |
|---|---|
| As at 31 December 2022 | 1,455,952 |
| including derecognised commission fee as at 31 December 2022 |
2,991 |
| Accrual of interest on the bank loan | 76,869 |
| Interest paid from the bank loan | (74,435) |
| IRS interest accrued | (27,309) |
| IRS interest received | 25,242 |
| Increase in bank borrowings |
590,713 |
| Repayment of principal | (258,960) |
| Realised foreign exchange gains/(losses) | (2,197) |
| Change in carrying amount | (118,079) |
| Interest capitalised | (577) |
| As at 31 December 2023 | 1,663,544 |
| including derecognised commission fee as at 31 December 2023 |
6,666 |
| Bank borrowings | |
|---|---|
| As at 31 December 2021 | 1,030,987 |
| including derecognised commission fee as at 31 December 2021 |
2,354 |
| Accrual of interest on the bank loan | 27,367 |
| Interest paid from the bank loan | (24,412) |
| IRS interest accrued | (1,098) |
| IRS interest received | (1,996) |
| Increase in bank borrowings |
438,231 |
| Repayment of principal | (36,851) |
| Realised foreign exchange gains/(losses) | 20,495 |
| Interest capitalised | 153 |
| As at 31 December 2022 | 1,455,952 |
| including derecognised commission fee as at 31 December 2022 |
2,991 |
| MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN | |||
|---|---|---|---|
| thousand, unless stated otherwise) |
| Finance lease (perpetual usufruct of land) |
|
|---|---|
| As at 31 December 2021 | 42,915 |
| Annual expense | (635) |
| As at 31 December 2022 | 42,280 |
| Finance lease (perpetual usufruct of land) |
|
| As at 31 December 2022 | 42,280 |
| Update of the value of perpetual usufruct rights in companies involved in a dispute with the Pruszków District Administrator |
16,741 |
| Annual expense | (639) |
| As at 31 December 2023 | 58,382 |
| Instrument | Currency | Nominal value as at 31 December 2023 |
Nominal value as at 31 December 2022 |
Maturity date | Interest rate | Guarantees and collateral |
Listing venue |
|---|---|---|---|---|---|---|---|
| Public notes – Series B |
EUR | - | 10,000,000 | 11 May 2023 | 6M EURIBOR + margin |
none | Catalyst |
| Public notes – Series C |
EUR | 45,000,000 | 45,000,000 | 19 Feb 2025 | 6M EURIBOR + margin |
none | Catalyst |
| Public notes – Series D2) |
EUR | 20,000,000 | 20,000,000 | 17 May 2024 | 6M EURIBOR + margin |
none | Catalyst |
| Public notes – Series E1) |
EUR | 4,000,000 | 6,000,000 | 21 Jan 2024 | 6M EURIBOR + margin |
none | Catalyst |
| Public notes – Series F |
EUR | 29,000,000 | - | 26 May 2025 | 6M EURIBOR + margin |
none | Catalyst |
1) On 21 January 2024, the Company redeemed at maturity Series E notes with a total nominal value of EUR 4,000,000.
2) On 27 February 2024, the Company redeemed some Series D notes with a total nominal value of EUR 8,600,000, i.e. before maturity.
| 31 December 2023 | 31 December 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| currency | effective interest rate (%) | matures in | EUR thousand* |
PLN thousand |
matures in | EUR thousand* |
PLN thousand | |
| Bank borrowings secured with the Group's assets | ||||||||
| Working capital (VAT) facility | PLN | 1M WIBOR + margin | - | 322 | 1,400 | - | 80 | 377 |
| Investment credit facility PKO BP S.A. | EUR | 3M EURIBOR + margin | 2028 | - | - | 2028 | 2,737 | 12,835 |
| Investment credit facility PKO BP S.A. | EUR | 3M EURIBOR + margin | 2027 | - | - | 2027 | 1,720 | 8,065 |
| Investment credit facility PEKAO S.A. | EUR | 3M EURIBOR + margin | 2029 | 11,237 | 48,861 | - | - | |
| Investment credit facility BNP Paribas S.A. | EUR | 3M EURIBOR + margin | 2029 | 9,884 | 42,945 | 2029 | 10,336 | 48,271 |
| Investment credit facility ING Bank Śląski S.A., PKO BP S.A. and ICBC (Europe) S.A. Polish Branch |
EUR | 3M EURIBOR + margin | 2027 | 97,351 | 422,506 | 2027 | 99,690 | 465,724 |
| Investment credit facility PKO BP S.A. | EUR | 3M EURIBOR + margin | 2027 | - | - | 2027 | 934 | 4,382 |
| Investment credit facility Aareal Bank AG | EUR | fixed interest rate/ 6M EURIBOR 6M + margin |
2028 | 60,800 | 260,237 | - | - | - |
| Investment credit facility PKO BP S.A. | EUR | 1M EURIBOR + margin | 2026 | - | - | 2026 | 6,630 | 30,885 |
| Construction credit facility mBank S.A. | EUR | 1M EURIBOR + margin | 2029 | 11,700 | 50,455 | - | - | - |
| Investment credit facility PKO BP S.A. and BGŻ BNP Paribas S.A. | EUR | 3M EURIBOR + margin | 2027 | 69,713 | 302,883 | 2027 | 64,158 | 300,702 |
| Investment credit facility BNP Paribas S.A. | EUR | 3M EURIBOR + margin | 2029 | 6,895 | 29,980 | 2029 | 7,182 | 33,681 |
| Investment credit facility BNP Paribas | EUR | 3M EURIBOR + margin | 2030 | 7,213 | 30,972 | - | - | - |
| Construction credit facility BNP Paribas | EUR | 3M EURIBOR + margin | 2030 | 4,001 | 17,396 | - | - | - |
| Construction credit facility PEKAO S.A. | EUR | 1M EURIBOR + margin | 2029 | 10,420 | 45,105 | 2029 | 16,204 | 75,750 |
| Investment credit facility ING Bank Śląski S.A. | EUR | 3M EURIBOR + margin | 2024 | 4,222 | 18,355 | 2024 | 4,234 | 19,859 |
| Investment credit facility ING Bank Śląski S.A. | EUR | 1M EURIBOR + margin | 2024 | 1,654 | 7,189 | 2024 | 1,675 | 7,853 |
| Working capital (VAT) facility | PLN | 1M WIBOR + margin | - | - | - | 2023 | 321 | 1,504 |
| Construction credit facility PKO BP S.A. | EUR | 1M EURIBOR + margin | - | - | - | 2028 | 34,328 | 160,996 |
| Investment credit facility Santander | EUR | 3M EURIBOR + margin | 2027 | 5,443 | 23,447 | - | - | - |
| Investment credit facility ING Bank Śląski S.A. | EUR | 3M EURIBOR + margin | 2024 | 7,398 | 32,168 | 2024 | 7,763 | 36,411 |
| Construction credit facility Santander | EUR | 3M EURIBOR + margin | 2027 | 10,384 | 45,148 | - | - | - |
| Investment credit facility Bayerische Landesbank | EUR | fixed interest rate | 2031 | 19,450 | 84,331 | 2031 | 19,648 | 91,867 |
| Investment credit facility OTP Bank Romania S.A. | EUR | 3M EURIBOR + margin | 2031 | 5,413 | 23,501 | 2031 | 5,707 | 26,704 |
| Construction credit facility Bayerische Landesbank | EUR | fixed interest rate | 2030 | 40,631 | 176,665 | 2030 | 27,738 | 130,086 |
| Total bank borrowings: | 1,663,544 | 1,455,952 |
* Amounts of credit facilities in EUR thousand, inclusive of commission fees.
| 31 December 2023 | 31 December 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| effective interest rate | EUR | PLN | EUR | PLN | ||||
| currency | (%) | matures in | thousand | thousand | matures in | thousand | thousand | |
| Non-bank borrowings not secured with the Group's assets: |
||||||||
| Fenix Polska S.A. | EUR 3M EURIBOR + margin | 2029 | 1,389 | 6,236 | 2029 | 1,377 | 6,459 | |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 1,065 | 2032 | - | 1,014 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 7,523 | 2032 | - | 7,162 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 992 | 2032 | - | 942 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 666 | 2032 | - | 633 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 139 | 2026 | - | 130 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 331 | 2032 | - | 314 |
| Total non-bank borrowings: | 16,952 | 16,654 | ||||||
| Total borrowings secured and not secured with the Group's assets |
1,680,496 | 1,472,606 |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Special accounts | - | 157 | |
| Provision for variable remuneration and liabilities related to salaries |
364 | 1,914 | |
| Employee benefit obligations | 364 | 2,071 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Trade payables | 30,021 | 22,915 | |
| Deferred income | 3,856 | 4,222 | |
| Taxes and social security payable | 11,199 | 6,461 | |
| Unbilled trade payables | 21,905 | 20,788 | |
| Investment commitments, security deposits and other obligations |
60,508 | 113,605 | |
| Trade and other payables | 127,489 | 167,991 | |
| Income tax receivable | 8,375 | 10,014 | |
| Current liabilities | 135,864 | 178,005 |
As at 31 December 2023, the Group did not have any past due trade payables owed to related parties.
The increase in trade payables was partly due to higher prices for purchasing electricity, gas, and thermal energy in December 2023 compared to December 2022.
The decrease in investment commitments compared to 2022 was due to the completion of some of the projects commenced by the Group in 2022. The investment commitments are classified as current liabilities.
The table below presents the ageing structure of trade and other payables:
| as at 31 December 2023 |
2022 | |
|---|---|---|
| Not past due | 119,907 | 166,960 |
| Past due from 1 to 90 days | 8,678 | 2,979 |
| Past due from 91 to 180 days | 48 2 |
|
| Pas due over 180 days | 53 146 |
|
| Total trade and other payables | 128,686 | 170,087 |
The time past due structure presented above includes non-current liabilities.
Trade payables are non-interest bearing and are typically settled within 30 to 60 days. Other payables are noninterest bearing, with average payment period of one month. Amounts resulting from the difference between input and output value added tax are paid to the relevant tax authorities in the periods prescribed by the relevant tax laws. Interest payable is generally settled on the basis of accepted interest notes.
The fair value of financial assets and financial liabilities as at 31 December 2022 and 31 December 2023 was equal to the respective amounts disclosed in the consolidated statement of financial position.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
The following assumptions were made for the purpose of fair value measurement:
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Hedging financial instruments: | |||
| Receivables from measurement of swap contracts | 34,478 | 76,615 | |
| 34,478 | 76,615 | ||
| Financial assets measured at amortised cost: | |||
| Cash and cash equivalents | 344,247 | 315,200 | |
| Loans and receivables, including: | |||
| Trade and other receivables | 22,306 | 33,616 | |
| Loans | 16,922 | 16,626 | |
| Other long-term investments | 37,803 | 34,632 | |
| Other short-term investments | 8,610 | 7,058 | |
| 429,888 | 407,132 | ||
| Total financial assets | 464,366 | 483,747 |
As at 31 December 2023, the fair value of hedging instruments was PLN 34,478 thousand, measured on the basis of other directly or indirectly observable quotations (Level 2). The information is provided by banks and is based on reference to instruments traded on an active market.
In the year ended 31 December 2022, there were no transfers between the levels.
| Stage 1 | Stage 2 | Stage 3 | ||
|---|---|---|---|---|
| Gross carrying amount | 407,582 | 25,010 | - | |
| Cash and cash equivalents | 344,247 | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | 25,010 | - |
| | Loans | 16,922 | - | - |
| | Other long-term investments | 37,803 | - | - |
| | Other short-term investments | 8,610 | - | - |
| Impairment losses (IFRS 9) | - | (2,704) | - | |
| Cash and cash equivalents | - | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | (2,704) | - |
| Carrying amount (IFRS 9) |
407,582 | 22,306 | - |
| Stage 1 | Stage 2 | Stage 3 | ||
|---|---|---|---|---|
| Gross carrying amount | 373,516 | 36,332 | - | |
| Cash and cash equivalents | 315,200 | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | 36,332 | - |
| | Loans | 16,626 | - | - |
| | Money fund units | - | ||
| | Other long-term investments | 34,632 | - | - |
| | Other short-term investments | 7,058 | - | - |
| Impairment losses (IFRS 9) | - | (2,716) | - | |
| Cash and cash equivalents | - | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | (2,716) | - |
| Carrying amount (IFRS 9) |
373,516 | 33,616 | - |
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Hedging financial instruments measured at fair value | |||
| Liabilities from measurement of swap contracts | 3,959 | - | |
| 3,959 | - | ||
| Financial liabilities measured at amortised cost: | |||
| Bank borrowings | 1,663,544 | 1,455,952 | |
| Non-bank borrowings | 16,952 | 16,654 | |
| Trade and other payables | 128,711 | 170,087 | |
| Lease liabilities | 58,932 | 42,280 | |
| Notes | 433,000 | 383,879 | |
| 2,301,139 | 2,068,852 | ||
| Total financial liabilities | 2,305,098 | 2,068,852 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
For information on security instruments, see Note 28.
On 9 February 2023, MLP Łódź II Sp. z o.o. entered into a variable EURIBOR -to-fixed interest rate swap contract with Santander Bank Polska S.A.
On 9 May 2023 and 2 June 2023, MLP Czeladź Sp. z o.o. entered into variable EURIBOR -to-fixed interest rate swap contracts with BNP Paribas Bank Polska S.A.
On 20 July 2023 and 31 October 2023, MLP Pruszków II Sp. z o.o. entered into variable EURIBOR -to-fixed interest rate swap contracts with Bank Polska Kasa Opieki S.A.
On 24 October 2023, MLP Pruszków VI Sp. z o.o. entered into a variable EURIBOR -to-fixed interest rate swap contract with mBank S.A.
Under the existing contracts, future interest payments on variable-rate credit facilities will be replaced with interest payments calculated based on schedules defined in the swap contracts.
| Hedged item as at 31 December 2023: |
Hedging instrument – amortised interest rate swap: |
Fair value of hedging instrument (EUR thousand) as at 31 December |
Fair value of hedging instrument (PLN thousand) as at 31 December |
|||||
|---|---|---|---|---|---|---|---|---|
| Entity | EUR thousand | PLN thousand | EUR thousand | PLN thousand | 2023 | 2022 | 2023 | 2022 |
| MLP Pruszków I Sp. z o.o. | 41,869 | 182,045 | 41,869 | 182,045 | 1,282 | 3,201 | 5,574 | 15,013 |
| MLP Wrocław Sp. z o. o. | 15,344 | 66,714 | 15,344 | 66,714 | 1,238 | 1,866 | 5,383 | 8,753 |
| MLP Pruszków III Sp. z o.o. | 26,741 | 116,270 | 26,741 | 116,270 | 696 | 1,836 | 3,025 | 8,610 |
| MLP Gliwice Sp. z o. o. | 16,565 | 72,022 | 16,565 | 72,022 | 1,337 | 2,015 | 5,812 | 9,450 |
| MLP Poznań Sp. z o. o. | 5,179 | 22,517 | 5,179 | 22,517 | 22 | 173 | 95 | 810 |
| MLP Teresin Sp. z o.o. | 6,793 | 29,534 | 6,793 | 29,534 | 548 | 826 | 2,383 | 3,875 |
| MLP Poznań II Sp. z o.o. | 5,875 | 25,545 | 5,875 | 25,545 | 28 | 217 | 121 | 1,017 |
| MLP Pruszków IV Sp. z o.o. | 16,698 | 72,605 | 16,698 | 72,605 | 411 | 1,137 | 1,787 | 5,332 |
| MLP Pruszków V Sp. z o.o. | 14,678 | 63,818 | 14,678 | 63,818 | 596 | 1,063 | 2,592 | 4,987 |
| MLP Czeladź Sp. z o.o. | 8,443 | 36,708 | 8,443 | 36,708 | (331) | 269 | (1,440) | 1,261 |
| MLP Lublin Sp. z o.o. | 17,233 | 74,930 | 17,233 | 74,930 | 1,391 | 2,096 | 6,046 | 9,831 |
| MLP Poznań West II Sp. z o.o. | - | - | - | - | - | 569 | - | 2,671 |
| MLP Pruszków VI Sp. z o.o. | 8,381 | 36,441 | 8,381 | 36,441 | (483) | - | (2,098) | - |
| MLP Łódź II Sp. z o.o. | 3,811 | 16,569 | 3,811 | 16,569 | (97) | - | (421) | - |
| MLP Pruszków II Sp. z o.o. | 13,373 | 58,145 | 13,373 | 58,145 | 674 | 1,067 | 1,660 | 5,005 |
| Total | 200,983 | 873,863 | 200,983 | 873,863 | 7,312 | 16,335 | 30,519 | 76,615 |
Hedged item and hedging instrument – amortised Interest Rate Swap as at 31 December 2023.
The ineffective portion of the hedge amounting to PLN 145,000 arises from the cumulative change in the hypothetical derivative of PLN 5,105,000 compared to the cumulative change in the hedging instrument of PLN 4,960,000.
An amount of PLN 27,944,000 has been reclassified from other comprehensive income to the profit and loss account in 2023. The fair value of the hedging instrument decreased by PLN 46,096,000 between 31.12.2023 and 31.12.2022 (PLN 76,615,000 receivables from SWAP as of 31.12.2022 vs PLN 34,478,000 receivables and PLN 3,959,000 liabilities as of 31.12.2023 - net balance PLN 30,519,000 receivables).
| finance costs - ineffective finance costs - net Entity portion interest income income MLP Pruszków I Sp. z o.o. - - (9,438) MLP Pruszków III Sp. z o.o. - - (5,585) MLP Pruszków V Sp. z o.o. - - (2,395) MLP Pruszków IV Sp. z o.o. (39) - MLP Czeladź Sp. z o.o. - - MLP Teresin Sp. z o.o. 2 - MLP Poznań II Sp. z o.o. 1 - MLP Poznań Sp. z o.o. 9 - MLP Gliwice Sp. z o. o. - - MLP Wrocław Sp. z o. o. 4 - MLP Poznań West II Sp. z o.o. - - |
Amounts recognised as | Amounts recognised as |
Amounts recognised in other |
|
|---|---|---|---|---|
| comprehensive | ||||
| (3,506) | ||||
| (2,701) | ||||
| (1,494) | ||||
| (897) | ||||
| (724) | ||||
| (3,638) | ||||
| (3,374) | ||||
| (2,670) | ||||
| MLP Pruszków II Sp. z o.o. | - | - | (3,346) | |
| MLP Lublin Sp. z o.o. 4 - |
(3,789) | |||
| MLP Łódź II Sp. z o.o. (16) - |
(405) | |||
| MLP Pruszków VI Sp. z o.o. (110) - |
(1,989) | |||
| Total (145) |
(45,951) |
Amounts recognised in the consolidated statement of profit or loss and other comprehensive income in 2023:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
Amounts recognised in the consolidated statement of profit or loss and other comprehensive income in 2022:
| Entity | Amounts recognised as finance costs - ineffective portion |
Amounts recognised as finance costs - net interest income |
Amounts recognised in other comprehensive income |
|---|---|---|---|
| MLP Pruszków I Sp. z o.o. | - | - | 16,633 |
| MLP Pruszków III Sp. z o.o. | - | - | 9,443 |
| MLP Pruszków V Sp. z o.o. | - | - | 5,327 |
| MLP Pruszków IV Sp. z o.o. | - | - | 5,839 |
| MLP Czeladź Sp. z o.o. | - | - | 1,374 |
| MLP Teresin Sp. z o.o. | - | - | 3,964 |
| MLP Poznań II Sp. z o.o. | - | - | 1,096 |
| MLP Poznań Sp. z o.o. | - | - | 1,107 |
| MLP Gliwice Sp. z o. o. | - | - | 9,666 |
| MLP Wrocław Sp. z o. o. | - | - | 8,954 |
| MLP Poznań West II Sp. z o.o. | - | - | 2,814 |
| MLP Pruszków II Sp. z o.o. | - | - | 5,321 |
| MLP Lublin Sp. z o.o. | - | - | 10,057 |
| Total | - | - | 81,595 |
The Group's business involves primarily exposure to the following types of financial risks:
Liquidity risk is primarily the risk that the Group will encounter difficulty in meeting its future obligations under long-term borrowings.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
The table below shows the maturity structure of loans based on contractual undiscounted cash flows:
| from 1 to 5 | |||||
|---|---|---|---|---|---|
| Bank borrowings - expected payments | up to 1 year | years | over 5 years | Total | |
| 2023 | 175,808 | 1,313,290 | 441,773 | 1,930,871 | |
| 2022 | 105,396 | 1,116,973 | 519,306 | 1,741,675 |
The table below shows the maturity structure of notes based on contractual undiscounted cash flows:
| from 1 to 5 | |||||
|---|---|---|---|---|---|
| Notes - expected payments | up to 1 year | years | over 5 years | Total | |
| 2023- principal | 104,352 | 321,752 | - | 426,104 | |
| 2023- interest | 22,159 | 18,094 | - | 40,253 | |
| 2022- principal | 46,899 | 286,084 | - | 332,983 | |
| 2023- interest | 18,953 | 57,939 | - | 76,892 |
The following table presents the maturity analysis for derivative interest payments:
| from 1 to 5 | |||||
|---|---|---|---|---|---|
| Derivative instruments - expected payments | up to 1 year | years | over 5 years | Total | |
| 2023 | inflows | 1,394 | 6,353 | 1,603 | 9,350 |
| outflows | (1,331) | (9,755) | (2,223) | (13,309) | |
| net cash flow | 63 | (3,402) | (620) | (3,959) | |
| 2022 | inflows | - | 2,475 | 422 | 2,897 |
| outflows | (4,752) | (2,981) | (144) | (7,877) | |
| net cash flow | (4,752) | (506) | 278 | (4,980) |
The following table shows the maturity profile of loans based on contractual undiscounted cash flows:
| from 1 to 5 | |||||
|---|---|---|---|---|---|
| Loans - expected payments | up to 1 year | years | over 5 years | Total | |
| 2023 | - | 161 | 22,676 | 22,837 | |
| 2022 | - | 165 | 23,326 | 23,491 |
The table below illustrates the maturity structure of remaining long-term and short-term liabilities, including leasing obligations, as well as investment and guarantee deposits from tenants and others:
| from 1 to 5 | ||||
|---|---|---|---|---|
| Expected payments | up to 1 year | years | over 5 years | Total |
| 2023 | 189 | 16,643 | 62,331 | 79,163 |
| 2022 | - | 10,072 | 44,987 | 55,059 |
The Group is exposed to significant currency risk as a large portion of its financial assets and liabilities is denominated in EUR and USD.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
The table below presents the currency structure of financial instruments in each of the years:
Currency structure of financial instruments as at 31 December 2023 (PLN thousand):
| 212,529 | 239,396 | 12,441 | 464,366 | |
|---|---|---|---|---|
| Other short-term investments |
2,068 | 6,542 | - | 8,610 |
| Other long-term investments |
10,396 | 27,407 | - | 37,803 |
| Money fund units |
- | - | - | - |
| Loans |
- | 10,752 | 6,170 | 16,922 |
| including: Trade and other receivables |
21,273 | 617 | 416 | 22,306 |
| Loans and receivables, | ||||
| Financial assets measured at amortised cost: Cash and cash equivalents |
178,792 | 159,600 | 5,855 | 344,247 |
| Receivables from measurement of swap contracts | - | 34,478 | - | 34,478 |
| Hedging financial instruments measured at fair value through other comprehensive income: | ||||
| Financial assets | PLN | EUR | other | Total |
| Financial liabilities | PLN | EUR | other | Total |
|---|---|---|---|---|
| Hedging financial instruments measured at fair value through other comprehensive income | ||||
| Liabilities from measurement of swap contracts | - | 3,959 | - | 3,959 |
| Financial liabilities measured at amortised cost: | ||||
| Bank borrowings | 1,400 | 1,662,144 | - | 1,663,544 |
| Non-bank borrowings | 10,716 | 6,236 | - | 16,952 |
| Trade and other payables | 74,848 | 53,832 | 6 | 128,686 |
| Lease liabilities | 58,932 | - | - | 58,932 |
| Notes | - | 433,000 | - | 433,000 |
| 145,896 | 2,159,171 | 6 | 2,305,073 |
Currency structure of financial instruments as at 31 December 2022 (PLN thousand): Financial assets
| PLN | EUR | other | Total | ||
|---|---|---|---|---|---|
| Receivables from measurement of swap contracts at other comprehensive income |
- | 76,615 | - | 76,615 | |
| Financial assets at amortised cost: |
|||||
| Cash and cash equivalents | 257,092 | 55,877 | 2,231 | 315,200 | |
| Loans and receivables, including: |
|||||
| Trade and other receivables |
29,633 | 3,866 | 117 | 33,616 | |
| Loans |
- | 10,230 | 6,396 | 16,626 | |
| Money fund units |
- | - | - | ||
| Other long-term investments |
10,417 | 24,215 | - | 34,632 | |
| Other short-term investments |
526 | 6,532 | - | 7,058 | |
| 297,668 | 177,335 | 8,744 | 483,747 |
| Financial liabilities | PLN | EUR | other | Total |
|---|---|---|---|---|
| Hedging financial instruments measured at fair value through other comprehensive income |
||||
| Liabilities from measurement of swap contracts | - | - | - | - |
| Financial liabilities measured at amortised cost: |
||||
| Bank borrowings | 1,881 | 1,454,071 | - | 1,455,952 |
| Non-bank borrowings | 10,195 | 6,459 | - | 16,654 |
| Trade and other payables | 67,866 | 102,089 | 132 | 170,087 |
| Lease liabilities | 42,280 | - | - | 42,280 |
| Notes | - | 383,879 | - | 383,879 |
| 122,222 | 1,946,498 | 132 | 2,068,852 |
Due to its open short currency position, the Group is particularly exposed to changes in the EUR/PLN exchange rate. The table below presents the potential impact of a 10% depreciation of PLN against EUR and USD on the Group's results and equity. The rationale for assuming a 10% movement in EUR/PLN exchange rates on financial results and equity was based on the rates published by the National Bank of Poland on the last business day of each month in 2023. During this period, the variation between the minimum rate (4.3480 on 29 December 2023) and the maximum rate (4.7170 on 28 February 2023) was 8%.
Impact of PLN depreciation on the Group's result and equity (PLN thousand)
The table below does not account for potential gains and losses on investment properties valued at fair value, which are sensitive to currency exchange fluctuations, nor does it consider the impact on other non-financial financial assets. The impact of exchange differences on investment properties in Poland is reflected in the statement of profit or loss item 'Gain/(loss) from revaluation,' and it has the opposite effect than on financing activities.
| as at 31 December |
2023 | 2022 | |
|---|---|---|---|
| Increase in the EUR/PLN exchange rate by 10% |
(149,136) | (70,921) | |
| Decrease in the EUR/PLN exchange rate by 10% |
149,136 | 70,921 | |
| Increase in the USD/PLN exchange rate by 10% |
627 | 99 | |
| Decrease in the USD/PLN exchange rate by 10% |
(627) | (99) |
A 10% depreciation of the Polish currency relative to the EUR has an adverse impact the valuation of the Group's receivables and liabilities, causing an increase in finance costs due to the Group's short currency position.
A 10% appreciation of the Polish currency relative to the EUR has a positive impact on the valuation of the Group's receivables and liabilities, causing a decrease in finance costs due to the Group's short currency position.
A 10% depreciation of the Polish currency against the US dollar has a positive impact on the Group's results, causing an increase in cash held in USD-denominated bank accounts.
A 10% appreciation of the Polish currency against the US dollar has a negative impact on the Group's results, causing a decrease in cash held in USD-denominated bank accounts.
Interest rate risk arises chiefly from borrowings as well as issued notes bearing interest at variable rates. Interest rate movements affect debt-service cash flows. In order to mitigate the interest rate risk, the Group entered into interest rate swap contracts with its financing banks.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
The table below presents the potential impact on cash flows related to the servicing of financial obligations of an interest rate increase by 150 basis points, based on the analysis of the change in EURIBOR rates between the end of 2023 and the end of 2022:
Effect of interest rate movements on interest cash outflows from borrowings and issued notes:
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| EURIBOR + 150 bp | (1,041) | (2,580) | |
| EURIBOR - 150 bp | 1,041 | 2,580 | |
| WIBOR + 150 bp | (182) | (58) | |
| WIBOR - 150 bp | 182 | 58 |
The above sensitivity analysis shows how much interest expense related to the servicing of debt obligations would increase assuming a rise in interest rates by 150 basis points at the end of each reporting period, and how much interest expense related to the servicing of debt obligations would decrease assuming a fall in interest rates by 150 basis points at the end of each reporting period.
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| EURIBOR + 150 bp | 93 | 96 | |
| EURIBOR - 150 bp | (93) | (96) | |
| WIBOR + 150 bp | 161 | 153 | |
| WIBOR - 150 bp | (161) | (153) |
The above sensitivity analysis shows how much interest income on loans would increase assuming a rise in interest rates by 150 basis points at the end of each reporting period, and how much interest income on loans would decrease assuming a fall in interest rates by 150 basis points at the end of each reporting period.
The table below presents a potential impact on cash flows from monetary assets of a 50 basis points increase in interest rates.
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| EURIBOR + 150 bp | 2,903 | 652 | |
| EURIBOR - 150 bp | (2,903) | (652) | |
| WIBOR + 150 bp | 2,869 | 408 | |
| WIBOR - 150 bp | (2,869) | (408) |
The above sensitivity analysis shows how much interest income on cash and other long- and short-term investments would increase assuming a rise in interest rates by 150 basis points at the end of each reporting period, and how much interest income on cash and other long- and short-term investments would decrease assuming a fall in interest rates by 150 basis points at the end of each reporting period.
The Group holds the following financial assets and liabilities based on the WIBOR rate, which will be replaced by the new reference rate WIRON. According to the Roadmap, the publication of WIBOR rates will cease in 2025:
| Financial assets, PLN thousand | WIBOR | Total |
|---|---|---|
| Loans | 10,752 | 10,752 |
| Total financial assets | 10,752 | 10,752 |
| Financial liabilities, PLN thousand | WIBOR | Total |
| Bank borrowings* | 1,400 | 1,400 |
| Non-bank borrowings |
10,719 | 10,791 |
| Total financial liabilities | 12,119 | 12,119 |
Credit risk is defined as the risk of financial loss to the Group if a trading partner or a counterparty in a transaction fails to meet its contractual obligations. Credit risk arises chiefly from receivables and cash and cash equivalents.
The Group's maximum exposure to credit risk corresponds to the carrying amount of these financial instruments.
The Group reduces the exposure by demanding that tenants provide security deposits and bank guarantees supporting timely performance of their rental obligations.
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Security deposits from tenants at end of reporting period | 8,099 | 7,257 |
The Group enters into lease contracts for lease of warehouse and office space. Contracts are concluded for periods from three to ten years, usually for five years. A typical contract provides for the following types of payments: (a) rentals for leased space denominated in EUR (and occasionally in USD and PLN), with amounts varying depending on type and standard of space, (b) property management fees to cover running costs, denominated in PLN and charged per square metre of leased space, (c) contributions to the property tax and (d) re-charge of utility bills.
As at 31 December 2023, the aggregate amount of rental income (assuming that the EUR/PLN and USD/PLN exchange rates remain constant, rental rates are not indexed, and the amount of space leased remains unchanged) was PLN 1,512.6 million, of which PLN 199.4 million was receivable within one year, PLN 717.6 million in two to five years, and PLN 595.6 million after five years.
As at 31 December 2022, the aggregate amount of rental income (assuming that the EUR/PLN and USD/PLN exchange rates remain constant, rental rates are not indexed, and the amount of space leased remains unchanged) was PLN 1,109.2 million, of which PLN 172.4 million was receivable within one year, PLN 536.5 million in two to five years, and PLN 400.3 million after five years.
| as at 31 December | 2023 | 2022 | |
|---|---|---|---|
| Contractual investment commitments | 146,919 | 66,612 |
Contractual investment commitments represent the value of executed investment contracts, less any expenditure incurred as at the last day of the financial year.
In the period ended 31 December 2023, the Group recognised the following changes in contingent liabilities and security instruments:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
In connection with the execution on 30 December 2022 of the credit facility agreement between MLP Łódź II Sp. z o.o. and Santander Bank Polska S.A. (Santander), on 10 January 2023 the following security interests were established to secure the lender's receivables under the facility agreement as well as the master agreement and hedging transactions:
(a) contractual mortgage of up to EUR 28,648,630.50, securing claims under the credit facility agreement with respect to construction and investment credit facilities; (b) contractual mortgage of up to PLN 6,000,000.00, securing claims under the credit facility agreement with respect to the VAT facility; (c) contractual mortgage of up to EUR 2,700,000.00, securing Santander's claims under the master agreement and hedging transactions; (d) two registered pledges over shares in MLP Group S.A. up to the maximum secured amount of: EUR 28,648,630.50 (as security for construction and investment credit facilities) and PLN 6,000,000.00 (as security for the VAT credit facility) and three financial pledges over shares in MLP Group S.A., up to the maximum secured amount of: EUR 20,166,382.50 (as security for the construction credit facility) EUR 28,648,630.50 (as security for the investment credit facility) PLN 6,000,000.00 (as security for the VAT credit facility);
(e) pledges over bank accounts: 24 registered pledges (12 pledges up to the amount of EUR 28,648,630.50 as security for the construction and investment credit facility, and 12 pledges up to the amount of PLN 6,000,000.00 as security for the VAT facility) and 33 financial pledges (as security for the construction credit facility (12) up to EUR 20,166,382.50, for the investment credit facility (12) up to EUR 28,648,630.50, and for the VAT facility (12) of PLN 6,000,000.00; (f) powers of attorney over the borrower's bank accounts and hold on bank accounts in accordance with the hold instruction; (g) statement of voluntary submission to enforcement, (h) statement of voluntary submission to enforcement by the borrower's sole shareholder; (i) assignment of rights under insurance policies, lease contracts with security, construction contracts with security, and management and administration contracts under the Assignment Agreement; (j) sponsor's commitment under the Letter of Comfort for cost overruns in the construction of Buildings B and Building C; (k) sponsor's commitments under the Letter of Comfort to address the borrower's liquidity shortfalls to ensure the Projected DSCR ratio; (l) subordination of claims under the Subordination Agreement; (m) deposit in the Debt Service Reserve Account.
(e) pledges over bank accounts: 16 registered pledges (8 pledges up to the amount of EUR 29,598,000.00 as security for the construction and investment credit facilities, and 8 pledges up to the amount of PLN 7,500,000.00 as security for the VAT facility) and 24 financial pledges (as security for the construction credit facility (8) up to EUR 18,798,000.00, for the investment credit facility (8) up to EUR 29,598,000.00, and for the VAT facility (8) of PLN 7,500,000.00; (f) two registered pledges over an organised set of movables and rights up to the maximum secured amount of EUR 29,598,000.00 (as security for the construction and investment credit facilities) and PLN 7,500,000.00 (as security for the VAT facility); (g) powers of attorney over the borrower's bank accounts and hold on bank accounts in accordance with the hold instruction; (h) statement of voluntary submission to enforcement; (i) statement of voluntary submission to enforcement by the borrower's sole shareholder; (j) sponsor's commitment under the Letter of Comfort for cost overruns in the construction of buildings with statement of voluntary submission to enforcement;
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
(k) assignment of rights under insurance policies, lease contracts with security, construction contracts with security, and management and administration contracts under the Assignment Agreement; (l) subordination of claims under the Subordination Agreement.
In connection with the execution of a credit facility agreement between MLP Pruszków VI Sp. z o.o. and mBank S.A. (mBank) on 6 September 2023, on 10 October 2023 the following security was provided for the lender's claims under the agreement: (a) joint contractual mortgage of up to EUR 17,959,540.50, securing claims under the credit facility agreement with respect to the construction and investment credit facilities; (b) contractual mortgage of up to PLN 6,090,000.00, securing mBank's claims under the master agreement and hedging transactions; (c) a registered pledge over MLP Group S.A. shares up to the maximum secured amount of EUR 17,959,540.50 (as security for the construction and investment credit facilities), and two financial pledges over MLP Group S.A. shares up to the maximum secured amount of EUR 17,959,540.50 (one as security for the construction credit facility and one as security for the investment credit facility); (d) pledges over bank accounts: a registered pledge of up to EUR 17,959,540.50 as security for the construction and investment credit facilities, and two financial pledges of up to EUR 17,959,540.50 each: one as security for the construction credit facility and one as security for the investment credit facility; (e) powers of attorney over the borrower's bank accounts and hold on bank accounts in accordance with the hold instruction; (f) statement of voluntary submission to enforcement; (g) statement of voluntary submission to enforcement by the borrower's sole shareholder; (h) assignment of rights under insurance policies, lease contracts with security, construction contracts with security, and management and administration contracts under the Assignment Agreement; (i) subordination of claims under the Subordination Agreement.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| Entity | Details | Mortgage charge |
|
|---|---|---|---|
| Land register number WA1P/00036973/9 WA1P/00038590/4 |
Joint contractual mortgage securing claims of ING Bank Śląski S.A. under credit facility of on 9 May 2019, established as security with highest ranking priority in favour of the Mortgage Administrator, i.e. ING Bank Śląski S.A., and as pari passu ranking security in favour of ING Bank Ślaski S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Industrial and Commercial Bank of China LTD, Luxembourg Branch |
EUR 140,895 thousand |
|
| MLP Pruszków I Sp. z o.o. |
WA1P/00038589/4 WA1P/00038595/9 WA1P/00038591/1 WA1P/00038596/6 WA1P/00038593/5 |
Joint contractual mortgage securing claims of ING Bank Śląski S.A. under Master Agreement No. 1 of 9 May 2019 |
EUR 3,386 thousand |
| Joint contractual mortgage securing claims of PKO Bank Polski S.A. under Master Agreement of 9 May 2019 |
EUR 2,818 thousand |
||
| Joint contractual mortgage securing claims of Industrial and Commercial Bank of China LTD, Luxembourg Branch S.A. under Master Agreement of 9 May 2019 |
EUR 2,250 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Pruszków III WA1P/00079808/5 WA1P/00101970/5 Sp. z o.o. |
Joint contractual mortgage securing claims of ING Bank Śląski S.A. under credit facility of on 9 May 2019, established as security with highest ranking priority in favour of the Mortgage Administrator, i.e. ING Bank Śląski S.A., and as pari passu ranking security in favour of ING Bank Ślaski S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Industrial and Commercial Bank of China LTD, Luxembourg Branch |
EUR 140,895 thousand |
|
| Joint contractual mortgage securing claims of ING Bank Śląski S.A. under Master Agreement No. 1 of 9 May 2019 Joint contractual mortgage securing claims of PKO Bank Polski S.A. under Master Agreement of 9 May 2019 |
EUR 3,386 thousand PLN 2,818 thousand |
||
| Joint contractual mortgage securing claims of Industrial and Commercial Bank of China LTD, Luxembourg Branch S.A. under Master Agreement of 9 May 2019 |
PLN 2,250 thousand |
||
| Mortgage | |||
| Entity | Land register number | Details Joint contractual mortgage securing claims of ING Bank Śląski S.A. under credit facility of on 9 May 2019, established as security with highest ranking priority in favour of the Mortgage Administrator, i.e. ING Bank Śląski S.A., and as pari passu ranking security in favour of ING Bank Ślaski S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Industrial and Commercial Bank of China LTD, Luxembourg Branch |
charge EUR 140,895 thousand |
| MLP Pruszków IV Sp. z o.o. |
WA1P/00111450/7 | Joint contractual mortgage securing claims of ING Bank Śląski S.A. under Master Agreement No. 1 of 9 May 2019 |
EUR 3,386 thousand |
| Joint contractual mortgage securing claims of PKO Bank Polski S.A. under Master Agreement No. 2 of 9 May 2019 |
EUR 2,818 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Poznań Sp. z o.o. MLP Poznań II Sp. z o.o. |
PO1D/00041539/8 PO1D/00050729/3 PO1D/00041540/8 PO1D/00050728/6 PO1D/00051882/0 PO1D/00059827/3 |
Joint contractual mortgage established to secure: a) repayment of tranches b, d and h of the credit facility, b) variable contractual interest, described in § 2 of the credit facility agreement of 8 August 2011 as amended (credit agreement), accrued on the amounts referred to in a) above, c) increased interest on past-due receivables described in § 8 of the credit agreement, accrued on the amounts referred to in a) and b) above, d) commissions and fees described in § 5 of the credit agreement due to the bank, charged on the amounts referred in a) above, e) all other documented costs, described in § 6 of the credit agreement due to the bank and related to the amounts described in a) above, credit facility agreement No. 11/0002 of 8 August 2011, amended, inter alia, by Annex 2 of 29 November 2013, Annex 7 of 7 July 2017, Annex 8 of 31 October 2017, and Annex 9 of 11 June 2018 |
EUR 25,910 thousand |
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of the bank's claims under: 1) transaction 1 and transaction 2 executed under a master agreement of 11 June 2018 ("MASTER AGREEMENT") concerning execution of transaction 1 and transaction 2 |
EUR 1,500 thousand |
||
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of credit facility pursuant to credit agreement no. 11/0002 of 8 August 2011, as amended; the mortgage secures repayment of tranches A, C, investment tranche A3 (including tranches E and F), tranche G, tranche A5, and payment of interest |
EUR 9,357 thousand |
||
| MLP Poznań Sp. z o.o. MLP Poznań II Sp. z o.o. |
PO1D/00041539/8 PO1D/00050729/3 PO1D/00041540/8 PO1D/00050728/6 PO1D/00051882/0 PO1D/00059827/3 |
Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of credit facility pursuant to credit agreement no. 11/0002 of 8 August 2011, as amended, and credit agreement of 9 February 2017, as amended; the mortgage secures repayment of tranches B, D, H, and payment of interest |
EUR 1,353 thousand |
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure payment of claims under hedging transactions (Transactions 1, 2, 3, 4 and 5), pursuant to the master agreement of 13 December 2013 for execution financial forward transactions and sale and repurchase transactions |
EUR 1,788 thousand |
||
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of VAT facility and variable rate payments under VAT facility of 9 February 2017 |
PLN 6,000 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Lublin Sp. z o.o. 2) 3) |
Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand |
|
| LU1S/00012867/9 WA1G/00076402/9 GL1T/00099961/3 WR1E/00102562/6 |
Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
|
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Teresin WA1G/00076402/9 LU1S/00012867/9 Sp. z o.o. GL1T/00099961/3 WR1E/00102562/6 |
Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand |
|
| Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
||
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Wrocław Sp. z o.o. |
WR1E/00102562/6 LU1S/00012867/9 WA1G/00076402/9 GL1T/00099961/3 |
Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand |
| Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
||
|---|---|---|---|
| Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand |
||
| MLP Gliwice Sp. z o.o. |
GL1T/00099961/3 LU1S/00012867/9 WA1G/00076402/9 WR1E/00102562/6 |
Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Pruszków V Sp. z o.o. |
WA1P/00130140/0 WA1P/00130142/4 WA1P/00048722/2 WA1P/00079403/6 WA1P/00131542/5 WA1P/00079402/9 WA1P/00103820/3 |
Joint contractual mortgage established in favour of BNP PARIBAS BANK POLSKA S.A. to secure repayment of credit facility under credit facility agreement of 7 November 2019 (Mortgage securing term loans) |
EUR 28,987 thousand |
| Joint contractual mortgage established in favour of BNP PARIBAS BANK POLSKA S.A. to secure repayment of credit facility under credit facility agreement of 7 November 2019 (Mortgage securing hedging transactions) |
PLN 6,036 thousand |
||
| Joint contractual mortgage established in favour of BNP PARIBAS BANK POLSKA S.A. to secure repayment of credit facility under credit facility agreement of 7 November 2019 (Mortgage securing VAT facility) |
PLN 6,000 thousand |
||
| MLP Pruszków II Sp. z o.o. |
WA1P/00073303/3 | Contractual mortgage established in favour of PEKAO S.A. to secure claims under the credit facility agreement of 23 July 2021 with respect to construction and investment credit facilities (Mortgage securing term loans) |
EUR 37,116 thousand |
| Contractual mortgage established in favour of PEKAO S.A. under the credit facility agreement of 23 July 2021 to secure claims under the master agreement and hedging transactions (Mortgage securing hedging transactions) |
PLN 11,100 thousand |
||
| Contractual mortgage established in favour of PEKAO S.A. under the credit facility agreement of 23 July 2021 to secure claims under the credit facility agreement with respect to the VAT facility (Mortgage securing VAT facility) |
PLN 4,500 thousand |
| MLP Logistic Park Germany I Sp. z o.o. & Co. KG |
Grundbuch Unna No. 25890 | Contractual mortgage (Buchgrundschuld) established in favour of Bayerische Landesbank to secure claims under the credit facility agreement of 16 September 2021 |
EUR 41,250 thousand |
|---|---|---|---|
| MLP Bucharest West SRL |
Land Registry in Chitila Nos. 55458, 53566 | Contractual mortgage established in favour of OTP Bank Romania SA to secure claims under the credit facility agreement of 23 September 2021 |
EUR 6,000 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Business Park Berlin I Sp. z o.o. & Co. KG |
Grundbuch Zossen von Ludwigsfelde No. 2656 |
Contractual mortgage (Buchgrundschuld) established in favour of Bayerische Landesbank to secure claims under the credit facility agreement of 21 March 2022 |
EUR 19,647 thousand |
| MLP Łódź II Sp. z o.o. |
LD1M/00139997/2 LD1M/00190927/6 LD1M/00255139/9 LD1M/00357474/4 |
contractual mortgage established in favour of Santanader Bank S.A. to secure claims under the credit facility agreement of 30 December 2022 with respect to construction and investment credit facilities |
EUR 28,649 thousand |
| contractual mortgage established in favour of Santanader Bank S.A. under the credit facility agreement of 30 December 2022 to secure claims under the master agreement and hedging transactions |
EUR 2,700 thousand |
||
| contractual mortgage established in favour of Santanader Bank S.A. under the credit facility agreement of 30 December 2022 to secure claims under the credit facility agreement with respect to the VAT facility |
EUR 6,000 thousand |
||
| MLP Czeladź Sp. z o.o. |
KA1B/00064611/5 | contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the credit facility agreement of 29 March 2023 with respect to construction and investment credit facilities |
EUR 28,649 thousand |
| contractual mortgage established in favour of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 to secure claims under the master agreement and hedging transactions |
EUR 12,750 thousand |
||
| contractual mortgage established in favour of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 to secure claims under the credit facility agreement with respect to the VAT facility |
EUR 7,500 thousand |
||
| MLP Poznań West II Sp. z o.o. |
PO1P/00325364/7 PO1P/00350147/4 | joint contractual mortgage established in favour of Aareal Bank AG to secure claims under the credit facility agreement of 28 April 2023 |
EUR 95,250 thousand |
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| MLP Pruszków VI Sp. z o.o. |
WA1P/00046794/3 WA1P/00143779/2 WA1P/00140179/5 WA1P/00145535/4 WA1P/00061258/5 WA1P/00146322/5WA1P/00146378/2 WA1P/00076591/9 |
Joint contractual mortgage established in favour of mBank S.A. to secure repayment of credit facility under credit facility agreement of 6 September 2023 (Mortgage securing term facilities) |
EUR 17,960 thousand |
| Joint contractual mortgage established in favour of mBank S.A. to secure repayment of credit facility under credit facility agreement of 6 September 2023 (Mortgage under Financial Security Agreements) |
EUR 6,090 thousand |
• Security interests in MLP Group S.A.'s shares in the following companies:
Registered pledges on shares:
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| MLP Pruszków I Sp. z o.o. | claims of: ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków I Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 28,987 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
PLN 6,000 thousand |
| MLP Poznań II Sp. z o.o. | claims of Bank Polska Kasa Opieki S.A. under the ING 11/0002 credit facility granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Poznań West II Sp. z o.o. | claims of Aareal Bank AG under credit facility of 28 April 2023 granted to MLP Poznań West II Sp. z o.o.; |
EUR 95,200 thousand |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
|---|---|---|
| MLP Czeladź Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 granted to MLP Czeladź Sp. z o.o., with respect to the construction credit facility and the investment credit facility |
EUR 29,590 thousand |
| MLP Czeladź Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 granted to MLP Czeladź Sp. z o.o., with respect to the VAT credit facility |
EUR 7,500 thousand |
| MLP Pruszków VI Sp. z o.o. | claims of mBank S.A. under the credit facility agreement of 6 September 2023 granted to MLP Pruszków VI Sp. z o.o., with respect to the construction credit facility and the investment credit facility |
EUR 17,960 thousand |
| MLP Pruszków I Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków I Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 17,409 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 11,577 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
PLN 6,000 thousand |
| MLP Poznań II Sp. z o.o. | claims of Bank Polska Kasa Opieki S.A. under the ING 11/0002 credit facility granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
|---|---|---|
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Łódź II Sp. z o.o. | claims of Santander Bank Polska S.A. under credit facility of 30 December 2022 granted to MLP Łódź II Sp. z o.o. (investment credit facility) |
EUR 28,647 thousand |
| MLP Łódź II Sp. z o.o. | claims of Santander Bank Polska S.A. under credit facility of 30 December 2022 granted to MLP Łódź II Sp. z o.o. (construction credit facility) |
EUR 20,166 thousand |
| MLP Łódź II Sp. z o.o. | claims of Santander Bank Polska S.A. under credit facility of 30 December 2022 granted to MLP Łódź II Sp. z o.o. (VAT credit facility) |
PLN 6,000 thousand |
|---|---|---|
| MLP Czeladź Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 granted to MLP Czeladź Sp. z o.o., with respect to the construction credit facility |
EUR 18,798 thousand |
| MLP Czeladź Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 granted to MLP Czeladź Sp. z o.o., with respect to the investment credit facility |
EUR 29,598 thousand |
| MLP Czeladź Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the credit facility agreement of 29 March 2023 granted to MLP Czeladź Sp. z o.o., with respect to the VAT credit facility |
PLN 7,500 thousand |
| MLP Poznań West II Sp. z o.o. | claims of Aareal Bank AG under credit facility of 28 April 2023 granted to MLP Poznań West II Sp. z o.o.; (Tranche 1 of the investment credit facility); |
EUR 95,250 thousand |
| MLP Poznań West II Sp. z o.o. | claims of Aareal Bank AG under credit facility of 28 April 2023 granted to MLP Poznań West II Sp. z o.o.; (Tranche 2 of the investment credit facility); |
EUR 95,250 thousand |
| MLP Pruszków VI Sp. z o.o. | claims of mBank S.A. under the credit facility agreement of 6 September 2023 granted to MLP Pruszków VI Sp. z o.o., with respect to the construction credit facility |
EUR 17,960 thousand |
| MLP Pruszków VI Sp. z o.o. | claims of mBank S.A. under the credit facility agreement of 6 September 2023 granted to MLP Pruszków VI Sp. z o.o., with respect to the investment credit facility |
EUR 17,960 thousand |
| Registered pledges on shares: | ||
|---|---|---|
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
EUR 140,895 thousand |
|---|---|---|
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 |
EUR 14,047 thousand |
| MLP Poznań Sp. z o.o. | claims of ING Bank Śląski S.A. under credit facility of 11 June 2018 granted to MLP Poznań Sp. z o.o. |
EUR 25,910 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under construction and investment credit facilities granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
EUR 37,116 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under VAT facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
PLN 4,500 thousand |
| MLP Bucharest West SRL | claims of OTP Bank Romania S.A. under credit facility granted to MLP Bucharest West SRL under the credit facility agreement of 23 September 2021 |
EUR 6,000 thousand |
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
|---|---|---|
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
|---|---|---|
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 |
EUR 14,047 thousand |
| MLP Poznań Sp. z o.o. | claims of ING Bank Śląski S.A. under credit facility of 11 June 2018 granted to MLP Poznań Sp. z o.o. |
EUR 25,910 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under construction credit facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 (as security for VAT facility) |
EUR 32,262 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under investment facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
EUR 37,116 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under VAT facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
PLN 4,500 thousand |
| Registered pledges on shares: | ||
|---|---|---|
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
| Financial pledges on shares: | ||
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
|---|---|---|
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków V Sp. z o.o. | claim of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 28,987 thousand |
| EUR 6,000 thousand |
claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
MLP Pruszków V Sp. z o.o. |
|---|---|---|
| Financial pledges on shares: | ||
| three pledges, EUR 140,895 thousand each |
claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
MLP Pruszków III Sp. z o.o. |
| three pledges, PLN 140,895 thousand each |
claims of ING Bank Śląski S.A. under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
MLP Pruszków IV Sp. z o.o. |
| EUR 17,409 thousand |
claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
MLP Pruszków V Sp. z o.o. |
| EUR 11,577 thousand |
claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
MLP Pruszków V Sp. z o.o. |
| EUR 6,000 thousand |
claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
MLP Pruszków V Sp. z o.o. |
Registered pledges on shares:
| Amount of security |
||
|---|---|---|
| Type of security interest | Secured claims | interest |
| MLP Bucharest West SRL | claims of OTP Bank Romania S.A. under credit | |
| facility granted to MLP Bucharest West SRL | EUR 6,000 | |
| under the credit facility agreement of 23 | thousand | |
| September 2021 |
° 11 financial pledges over bank accounts balances of up to the maximum secured amount of PLN 6,000 thousand
° 11 financial pledges over bank accounts balances of up to the maximum secured amount of EUR 17,409 thousand
° four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 49,719 thousand
° four financial pledges in favour of PKO BP over bank account balances of up to EUR 49,719 thousand
Under an agreement of May 2018, Bank PKO BP S.A. granted to MLP Czeladź Sp. z o.o. a bank guarantee for the performance of the company's obligations towards the Municipality of Czeladź and the State Treasury, concerning reconstruction of a traffic circulation system in Czeladź as part of construction of a logistics park. The guarantee amount was PLN 5,927 thousand.
On 26 November 2021, at MLP Group S.A.'s request, a bank guarantee was issued to secure fulfilment by MLP Gliwice Sp. z o.o. of its project developer commitments under an agreement with the General Directorate for National Roads and Motorways (GDDKiA) to redevelop the intersection of road 2902S and road DK 78 in the town of Szałsza, with the maximum amount of the guarantee being PLN 2,727,541.93 in the period to 31 August 2022 and PLN 136,377.10 in the period from 1 September 2022 to 31 August 2027.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
On 24 May 2019 MLP Group S.A. provided a surety to MLP Gliwice Sp. z o.o. in connection with the Agreement on the reconstruction of the communication system, including liabilities related to the implementation of the Road Investment project in whole or in part - up to PLN 2,745,888.30.
On 16 September 2021, MLP Group S.A. provided an up to EUR 7,125,000.00 surety in the form of a corporate guarantee in favour of Bayerishe Landesbank to secure the latter's claims against MLP Logistic Park Germany I Sp. z o.o. & Co. KG under the credit facility agreement of 16 September 2021.
On 14 January 2022, MLP Group S.A. provided an up to PLN 1,800,000 surety to MLP Łódź II Sp. z o.o. to secure fulfilment by the latter of its project developer commitments under a road redevelopment agreement with the City of Łódź.
On 20 February 2023, MLP Group S.A. issued a guarantee of up to PLN 5,000,000 to support MLP Wrocław West Sp. z o.o. (as the project developer) in connection with a road construction contract concluded by the latter with the Kąty Wrocławskie Municipality.
On 7 November 2019, MLP Pruszków V Sp. z o.o. entered into a credit facility agreement with BNP Paribas Bank Polska S.A., whereby the following security interests were created in favour of BNP Paribas Bank Polski S.A.:
Other security interests created in favour of BNP Paribas Bank Polska S.A. as the security agent and PKO BP S.A. under the credit facility agreement with MLP Lublin Sp. z o.o., MLP Gliwice Sp. z o.o., MLP Teresin Sp. z o.o. and MLP Wrocław Sp. z o.o.:
° Assignment of cash receivables under guarantees issued to the borrower as security for lease contracts,
° Assignment of cash receivables under a management contract concluded with MLP Group S.A. or another entity,
The balances of trade and other payables and receivables arising from related-party transactions as at 31 December 2023 were as follows:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| Trade and other receivables |
Trade and other payables1) |
|
|---|---|---|
| Parent | ||
| The Israel Land Development Company Ltd. | 23 | - |
| Key management personnel | ||
| MD CONSULTING Monika Dobosz | 14 | |
| - | 14 | |
| Total | 23 | 14 |
The balances of trade and other payables and receivables arising from related-party transactions as at 31 December 2022 were as follows:
| Trade and other receivables |
Trade and other payables1) |
|
|---|---|---|
| Parent | ||
| CAJAMARCA HOLLAND B.V., Delft | ||
| The Israel Land Development Company Ltd. | 8 | - |
| Other related parties | ||
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 2 | - |
| Fenix Polska Sp. z o.o. | 4 | - |
| Total | 14 | - |
1) Trade and other payables do not include the remuneration of key management personnel, which is disclosed in Note 32.
Below are presented the balances of loans to and borrowings from related parties as at 31 December 2023:
| Loans | Borrowings | |
|---|---|---|
| Other related parties | ||
| Fenix Polska Sp. z o.o. | 16,819 | (16,952) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 103 | - |
| Total | 16,922 | (16,952) |
Below are presented the balances of loans to and borrowings from related parties as at 31 December 2022:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
| Loans | Borrowings | |
|---|---|---|
| Other related parties | ||
| Fenix Polska Sp. z o.o. | 16,531 | (16,654) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 95 | - |
| Total | 16,626 | (16,654) |
Below are presented income and expenses under related-party transactions for the year ended 31 December 2023:
| Purchase of | ||||
|---|---|---|---|---|
| services and | Interest | |||
| Revenue | salaries | income | Interest expense | |
| Parent | ||||
| The Israel Land Development Company Ltd. | 3 | - | - | - |
| 3 | - | - | - | |
| Other related parties | ||||
| Fenix Polska Sp. z o.o. | 6 | - | 764 | (782) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. |
5 | - | 7 | - |
| 11 | - | 771 | (782) | |
| Key management personnel | ||||
| Radosław T. Krochta | - | (974) | - | - |
| Michael Shapiro | - | (544) | - | - |
| Tomasz Zabost | - | (558) | - | - |
| Agnieszka Góźdź | - | (545) | - | - |
| Monika Dobosz | - | (545) | - | - |
| Marcin Dobieszewski | - | (722) | - | - |
| Other key management personnel | - | (2,185) | - | - |
| - | (6,073) | - | - | |
| Total | 14 | (6,073) | 771 | (782) |
| Purchase of | ||||
|---|---|---|---|---|
| Revenue | services and salaries |
Interest income |
Interest expense |
|
| Parent | ||||
| The Israel Land Development Company Ltd. | 177 | - | - | - |
| 177 | - | - | - | |
| Other related parties | ||||
| Fenix Polska Sp. z o.o. | 6 | - | 577 | (602) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. |
3 | - | 7 | - |
| 9 | - | 584 | (602) | |
| Key management personnel | ||||
| Radosław T. Krochta | - | (3,071) | - | - |
| Michael Shapiro | - | (1,773) | - | - |
| Tomasz Zabost | - | (1,727) | - | - |
| Marcin Dobieszewski | - | (1,431) | - | - |
| Monika Dobosz | - | (1,424) | - | - |
| Agnieszka Góźdź | - | (1,117) | - | - |
| Other key management personnel | - | (1,906) | - | - |
| - | (12,449) | - | - | |
| Total | 186 | (12,449) | 584 | (602) |
Below are presented income and expenses under related-party transactions for the year ended 31 December 2022:
Fenix Polska Sp. z o.o. is related to the Group through Cajamarca Holland B.V., which as at both 31 December 2022 and 31 December 2023 held 100% of shares in Fenix Polska Sp. z o.o. and 42.69% of the Group's share capital.
After the date of issue of the consolidated report for the year ended 31 December 2022, there were no changes in significant litigation and disputes described in the consolidated financial statements of the MLP Group S.A. Group for the financial year 2022.
On 12 January 2012, the Regional Court in Warsaw issued a judgment awarding the then MLP Tychy Sp. z o.o. (currently MLP Sp. z o.o. S.K.A.) the amount of PLN 2,005 thousand with contractual interest from CreditForce Holding B.V. with its registered office in Houten (the Netherlands) jointly and severally with European Bakeries Sp. z o.o., in respect of which a default judgment was issued on 16 March 2011.
The amount includes receivables due as payment for capital expenditure incurred by the lessor on the leased property, including construction work to improve the technical standard of the property.
Currently, an appeal against the default judgment is pending before the District Court in Warsaw (the proceedings have been suspended due to CreditForce Holding B.V. being declared bankrupt). The Group recognised an impairment allowance of the abovementioned receivables.
In 2012-2014, MLP Pruszków I Sp. z o.o., MLP Pruszków II Sp. z o.o. and MLP Pruszków III received decisions concerning change of perpetual usufruct charge. According to the decisions, as at 31 December 2022 the total amount potentially due was PLN 30,038 thousand. The management board of the companies does not accept the amount of the charge, and therefore the case was referred to the court. The District Governor did not take into account the expenses incurred by the companies.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
In previous years and the current year, the Group established a reserve for part of the potential claims from the Pruszków District Governor due to the change in perpetual usufruct fee, in the total amount of PLN 10,450,000.
On 27 February 2024, the Management Board of the Company adopted Resolution No. 4/02/2024, authorising the redemption of 8,600 Series D notes, with a nominal value of EUR 1,000 per note and the total nominal value of EUR 8,600,000. The notes were redeemed on 27 February 2024 at face value of Series D notes plus interest accrued in accordance with the terms of the Series D notes. Therefore, the Company requested the CSDP to cancel the notes.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
On 29 February 2024, Mr. Tomasz Zabost stepped down from his position as Member of the Company's Management Board, effective immediately, without providing reasons for his resignation.
In the period from the end of the reporting period to the date of authorisation of these consolidated financial statements for issue, no events occurred which should have been but were not included in the accounting books of the reporting period and the Group's consolidated financial statements of the Group.
Due to the amount of trade with Russia and the reliance of EU countries on natural resources such as gas, crude oil, and food exports from Russia and Ukraine, the sanctions imposed and Russia's response have had a significant impact on the global economy. These actions have caused changes in the direction of the flow of raw materials and products, particularly by limiting the exchange of goods with Russia and Belarus and restricting transit between Europe and Asia via Russia, Belarus, and Ukraine. The logistics industry is also affected by the situation. The war in Ukraine indirectly affects GDP dynamics, including in Poland, the inflation rate, interest rates, and expectations regarding their changes, which influence consumer and business behaviours, currency exchange rates, the unemployment rate, average and median wages and incomes, as well as the fiscal and monetary policy of the European Union, including the countries where the Group's companies operate.
Retrospectively, the assessment of the impact of the war in Ukraine on the Group's operations does not indicate that it has had, or will have, a significant negative effect. Nevertheless, any adverse military developments in Ukraine could alter logistics routes and adversely impact the investment sentiment of clients, particularly in Poland and Romania, where the Group operates.
| 3,587 | 2,666 | ||
|---|---|---|---|
| Agnieszka Góźdź | 545 | 247 | |
| Monika Dobosz | 545 | 240 | |
| Marcin Dobieszewski | 421 | 348 | |
| Tomasz Zabost | 558 | 543 | |
| Michael Shapiro | 544 | 589 | |
| Radosław T. Krochta | 974 | 699 | |
| Fixed remuneration of the Management Board: | |||
| 31 December | 2023 | 2022 | |
| for the year ended |
| 2023 | 2022 | |
|---|---|---|
| Radosław T. Krochta | - | 2,372 |
| Michael Shapiro | - | 1,184 |
| Tomasz Zabost | - | 1,184 |
| Marcin Dobieszewski | 301 | 769 |
| Monika Dobosz | - | 1,184 |
| Agnieszka Góźdź | - | 1,184 |
| 301 | 7,877 |
| 2023 | 2022 | |
|---|---|---|
| Radosław T. Krochta | 2,532 | 3,703 |
| Michael Shapiro | 1,201 | 1,496 |
| Tomasz Zabost | 1,246 | 2,081 |
| Marcin Dobieszewski | 833 | 340 |
| Monika Dobosz | 1,265 | - |
| Agnieszka Góźdź | 1,226 | - |
| 8,303 | 7,620 |
| Total remuneration paid to members of management and supervisory bodies | 12,250 | 10,628 | |
|---|---|---|---|
| 360 | 342 | ||
| Oded Setter | 60 | 57 | |
| Piotr Chajderowski | 60 | 57 | |
| Guy Shapira | 60 | 57 | |
| Shimshon Marfogel | 60 | 57 | |
| Eytan Levy | 60 | 57 | |
| Maciej Matusiak | 60 | 57 | |
| Remuneration and other benefits | |||
| Remuneration of the Supervisory Board: | |||
| 31 December | 2023 | 2022 | |
| for the year ended |
| 2,185 | 1,906 | ||
|---|---|---|---|
| Remuneration and other benefits paid |
2,185 | 1,906 | |
| Other key management personnel: | |||
| for the year ended 31 December |
2023 | 2022 | |
| Total remuneration paid to members of management and supervisory bodies and | ||
|---|---|---|
| key management personnel | 14,435 | 12,534 |
The note presents remuneration of members of the management and supervisory bodies for discharging the responsibilities of Management or Supervisory Board members, as well as the costs of services provided to other companies in the Group, and other management personnel.
Apart from the transactions described in the note above, members of the Management Board, the Supervisory Board and the other management personnel did not receive any other benefits from any of the Group companies.
| for the year ended 31 December | 2023 | 2022 | |
|---|---|---|---|
| Average headcount in the period | 50 | 35 |
| as at 31 December | 2023 | 2022 |
|---|---|---|
| Audit of full-year financial statements* | 134 | 138 |
| Audit of separate financial statements of subsidiaries | 255 | 255 |
| Review of the interim consolidated and separate financial statements* | 40 | 30 |
| Audit and review of group procedures | 297 | 312 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2023 • Consolidated financial statements for the year ended 31 December 2023 (all data in PLN thousand, unless stated otherwise)
* The amount is the fee for the review and audit of the separate and consolidated financial statements.
Signed by the Management Board and the person responsible for maintaining the books of account, using qualified digital signatures.
Pruszków, 18 March 2024
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