Santumas Shareholdings Plc

Annual Report • Aug 18, 2016

Santumas Shareholdings plc

Amalgamated with Marsascala Development Limited, Santumas Contractors Limited and Calpabrin Properties (Investments) Limited

Britannia House 1, 9 Old Bakery Street, Valletta VLT 1450, Malta G.C. Telephones: (+356) 2123 1492 • 2125 0345 • 2122 1074 • Fax: (+356) 2123 9279 E-mail: santumas@maltanet.net · Web: www.santumasmalta.com

COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by Santumas Shareholdings plc pursuant to the Malta Financial Services Authority Listing Rules.

Quote

The Board of Directors of Santumas Shareholdings plc met on Wednesday 17th August 2016, to approve the audited financial statements for the financial year ended 30th April 2016. The Board resolved that these audited financial statements be submitted for the approval of the shareholders at the forthcoming Annual General Meeting which is scheduled for Friday, 14th October 2016. A Preliminary statement of annual results is being attached herewith. The financial statements can also be viewed on the company's website www.santumasmalta.com

Unquote

Michael Formosa Gauci Company Secretary

1861 August 2016

SANTUMAS SHAREHOLDINGS PLC

Annual Report and Financial Statements

30 April 2016

SANTUMAS SHAREHOLDINGS PLC Annual Report for the year ended 30 April 2016

CONTENTS

Five Year Key Figures and Ratios

	Pages
Directors and Company Information	2 - 3
Directors' Report	4 - 7
Corporate Governance Statement	8 - 11
Independent Auditor's Report	12 - 13
Statement of Comprehensive Income	14
Statement of Financial Position	15
Statement of Changes in Equity	16
Statement of Cash Flows	17
Notes to the Financial Statements	18 - 42

Statement Supplementary Statements Number I Operating Account II Investments III Analysis of Company Portfolio IV Five Year Statements V

SANTUMAS SHAREHOLDINGS PLC Annual Report for the year ended 30 April 2016

DIRECTORS' AND COMPANY INFORMATION

REGISTRATION

Santumas Shareholdings plc was registered as a public limited liability company under the Companies Act, Cap. 386 of the Laws of Malta on 24 December 1997 with company registration number C35. The Company held a Collective Investment Scheme license from the Malta Financial Services Authority in terms of the Investment Services Act, 1994 until 9 October 2014. As at this date, the Company surrendered its license as a Collective Investment Scheme (CIS) and de-listed its shares on the Malta Stock exchange as a CIS. On the same date Santumas Shareholding plc was admitted to listing on the Malta Stock Exchange as a Property Company.

DIRECTORS

Dr. Edward Firman, B.A., M.B.A., F.C.M.A., M.B.I.M., C.P.A. (resigned 11 December 2015) "La Encantada," Mons. E. Debono Street, San Gwann, Malta

Mr. Peter Paul Testaferrata Moroni Viani Casa Testaferrata, J. Howard Street, Naxxar, Malta

Mr. Anthony P. Demajo (Chairman) 17, G'Mangia Hill, Pieta, Malta

Mr. Christopher Testaferrata Moroni Viani Villa Ammermann, Mdina Road, Balzan, Malta

Mr. Norbert Tabone "Jeanor", Nerik Xerri Street, Kirkop, Malta

Mr. Mario P. Galea 35, Triq tal-Mielah, High Ridge, St. Andrews, Swieqi, Malta

Mr. Michael Pace Ross (appointed 11 December 2015) 34, "Iris", Santa Marija Gardens, Triq iz-Zebbug, Mellieha, Malta

SECRETARY

Mr. Michael Formosa Gauci, B.A. (Acc.) Bus. Manag. T10 B54 Tigne Point, Sliema, Malta

REGISTERED OFFICE

Britannia House/1, 9 Old Bakery Street, Valletta, Malta

AUDITOR

Ernst & Young Malta Limited Certified Public Accountants Regional Business Centre Achille Ferris Street Msida MSD 1751 Malta

DIRECTORS' AND COMPANY INFORMATION - continued

LEGAL ADVISORS

Dr. Rene Frendo Randon & Associates 222, Merchants Street Valletta, Malta

Camilleri Preziosi Advocates Level 3, Valletta Buildings South Street, Valletta Malta

BANKERS

HSBC Bank Malta plc 166, Archbishop Street Valletta VLT 1444 Malta

Bank of Valletta plc Republic Street Valletta Malta

AUDIT COMMITTEE

Dr. Edward Firman, B.A., M.B.A., F.C.M.A., M.B.I.M., C.P.A. "La Encantada," Mons. E. Debono Street, San Gwann, Malta

Mr. Norbert Tabone 'Jeanor', Triq Nerik Xerri, Kirkop, Malta

Mr. Mario P. Galea 35, Triq tal-Mielah, High Ridge, St. Andrews, Swieqi, Malta

Mr. Michael Pace Ross 34, "Iris", Santa Marija Gardens, Triq iz-Zebbug, Mellieha, Malta

BACKGROUND

The Company was formed as the Malta New Issues Investment Co. Limited on 29 April 1963. The Company's name was changed on 11 May 1965 to Malta Shareholdings Limited when the Company was converted to a public company with the objects of carrying on the business of a finance trust in all branches. The name was changed again on 29 September 1978 to Santumas Shareholdings Limited. The Company's objects also provided for property development, with the main property development being the Santumas Estate at Marsascala.

Calpabrin Properties (Investments) Limited merged into Santumas Shareholdings Limited on 2 April 1987 and Marsascala Development Limited and Santumas Contractors Limited merged into Santumas Shareholdings Limited on 15 December 1989.

On 9 May 1996, the Company was licensed as a Collective Investment Scheme under the Investment Services Act, Cap. 370 of the Laws of Malta Financial Services Centre. The Company was registered as a public limited liability company under the Companies Act, Cap. 386 of the Laws of Malta on 24 December 1997, thereby changing its name to Santumas Shareholdings plc.

On 12 December 2003, the Company's shares were accepted for listing on the Malta Stock Exchange.

On 9 October 2014, the Company surrendered its license as a Collective Investment Scheme (CIS) and de-listed its shares on the Malta Stock Exchange as a CIS. On the same date, Santumas Shareholding plc was admitted to listing on the Malta Stock Exchange as a Property Company.

(appointed 11 December 2015)

(resigned 11 December 2015)

3

DIRECTORS' REPORT

The Directors submit their report and financial statements for the year ended 30 April 2016.

PRINCIPAL ACTIVITY

The principal activity of the Company during the year continued to be the carrying out of investment activities in the form of a listed Property Company. Being a listed Company involves obligations to comply with the Code of Principles of Good Governance ("the Code") as contained in Appendix 5.1 to Chapter 5 of the Listing Rules. Although the Code does not prescribe mandatory rules it recommends principles of good practice. Compliance with the Code is considered to be in the best interests of the Company and all shareholders and the Company's activities therefore have been conducted within the outlined principles of good practice.

RESULTS AND DIVIDENDS

The Statement of Comprehensive Income is set out on page 14. Although the prevailing economic situation in Europe and beyond remains weak the local economy continued to perform well resulting in a growth rate well ahead of the average growth rate in the rest of Europe. This positive performance has been reflected in the local equity market which has seen a rise of 20.67% in the Malta Stock Exchange Index in the year to 30 April 2016. This uplift in the MSE index has produced an increase in the Company's equity portfolio resulting in significant unrealised gain of EUR711,362 (2015: EUR310,026) for the year under review. The results for the year have also been materially an uplift in the value of the ground rents which has produced an unrealised valuation gain of EUR1,290,937.

The profit before tax for the year amounted to EUR2,374,028 (2015: a profit of EUR515,545). There was a tax charge of EUR250,296 (2015: EUR70,543). The net profit for the year ended 30 April 2016 was therefore EUR2,123,732 (2015: EUR445,002) which is principally made up of unrealised profits which are not available for distribution.

REVIEW OF THE BUSINESS

Dividend income over the twelve months has seen a 20% increase over the corresponding period due to higher dividend payouts by the larger locally listed Companies together with new investments purchased during the year. On the other hand, interest income decreased by 29% over the Company's term deposits have expired and were not renewed again. Income from the sale of rights has seen a fall of approx 50% from the previous year.

Administrative expenses are broadly in line with those of previous years. Total expenses for the period show a decrease of EUR65,460 over the previous year due in the main to the non-recurring costs associated with the delisting and simultaneous re-listing of the Company as a Property Company in October 2014.

DIRECTORS' REPORT - continued

PROPERTY

There have been no significant purchases or sales of property during the year under review. However, the Company recognised revaluation of its investment property and leasehold improvements based on valuations performed by independent architects. In line with this, the Company's property holdings excluding ground rents were professionally valued on 30 April 2016 at EUR2,551,400 (2015: EUR2,477,900) with a corresponding unrealised gain of EUR73,500 (2015: nil) as at April 2016.

MALTA STOCK EXCHANGE

In line with previous years, trading in Company shares has been extremely thin throughout the twelve month period under review. As at 30 April 2016, the share price stood at EUR2.35 (2015: EUR2.00) and was at EUR2.35 as at 21 July 2016. Over the year, the share price traded at a high of EUR2.36 (2015: EUR2.00) and a low of EUR1.995 (2015:EUR1.97).

NET ASSET VALUE

As at 30 April 2016, the Net Asset Value of the Company per share stood at EUR4.908 as compared to EUR4.229 at 30 April 2015. This increase has arisen in spite of a 1 for 10 bonus issued in January 2016 which increased the number of shares in issue to 2,014,898 (2015 : 1,831,716) and which was financed by means of a capitalisation of reserves. If the net asset value per share in 2015 had to be adjusted for the bonus issue, it would have stood at EUR3.84. Thus on a like for like basis the period under review has seen an increase of EUR1.07 in its value. As in previous years the share stands at a significant discount to the net asset value per share (47.88%). There are no objective reasons, other than market sentiment, for this disparity between the NAV and the share price.

DIRECTORS

The Directors for the year ended 30 April 2016 were listed on page 2.

DIRECTORS' INTERESTS

As at 30 April 2016, the Directors' interests, direct and indirect, in the ordinary share capital of the Company were:

Directors	Number of Shares	Nominal value of shareholding CUTR	Percentage shareholding 0/0
*Mr. P.P. Testaferrata Moroni Viani
*Mr. C. Testaferrata Moroni Viani	868.044	477,424	43.08
Mr. A. Demajo	137.687	75.728	6.83
Mr. C. Testaferrata Moroni Viani	44,988	24,743	2.23
Mr. P.P. Testaferrata Moroni Viani	9.727	5,350	0.48
Totals	1,060,446	583,245	52.62

DIRECTORS' REPORT - continued

As at 30 April 2015, the Directors' interests, direct and indirect, in the ordinary share capital of the Company were:

Directors	Number of Shares	Nominal value of shareholding BIOTR	Percentage shareholding 0/0
*Mr. P.P. Testaferrata Moroni Viani
*Mr. C. Testaferrata Moroni Viani	693.243	381.284	37.85
Mr. A. Demajo	125.170	68.844	6.83
Mr. C. Testaferrata Moroni Viani	40,898	22,494	2.23
Mr. P.P. Testaferrata Moroni Viani	8.843	4.864	0.48
Totals	868.154	477,486	47.39

* The indirect interests of Mr. Peter Paul Testaferrata Moroni Viani and Mr. Christopher Testaferrata Moroni Viani shown above against their joint name arise due to shareholdings in the same companies that directly or indirectly have an interest in the number of shares shown.

No Director has a contract of service with the Company has not entered into any commitments on behalf of, or made any loans to, the Directors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Companies Act, Cap. 386 of the Laws of Malta requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss for the financial year.

The Directors are responsible for ensuring that:

• · appropriate accounting policies have been consistently applied and supported by reasonable and prudent judgments and estimates;
• · the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the European Union;
• · the financial statements are prepared on the basis that the Company must be presumed to be carrying on its business as a going concern; and
• · account has been taken of income and charges relating to the accounting year, irrespective of the date of receipt or payment.

The Directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to ensure that the financial statements comply with the Companies Act, Cap. 386 of the Laws of Malta. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

• · the financial statements give a true and fair view of the financial position of the Company as at 30 April 2016, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union; and
• · the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company face.

DIRECTORS' REPORT - continued

GOING CONCERN

The Directors, as required by Listing Rule 5.62 have considered the Company's operational performance, the Statement of Financial Position as at year end as well as the business plans for the coming year, and that they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseable future. For this reason, in preparing the financial statements, they continue to adopt the going concern basis in preparing the financial statements.

INFORMATION PURSUANT TO LISTING RULE 5.64

Share capital information is disclosed in note 15. The issued share capital consists of one class of ordinary shares with equal voting rights attached and freely transferable. The list of shareholders holding 5% or more of the equity share capital is disclosed in this annual report.

Pursuant to the Company's Articles of Association, the appointment of Directors to the Board is reserved exclusively to the Company's shareholders (in line also with general and commonly accepted practice in Malta). The appointment/removal of Directors requires the majority of the members present at the annual general meeting.

The Company cannot issue shares that would dilute substantial interest without the prior consent of the shareholders. The Directors are empowered to wholly allot for cash shares that does not exceed the authorised share capital of the Company.

It is hereby declared that as at 30 April 2016, information required under Listing Rules 5.64.2, 5.64.5, 5.64.6, 5.64.7, 5.64.10 and 5.64.11 are not applicable to the Company.

AUDITORS

Ernst & Young Malta Limited have indicated their willingness to continue in office and a resolution for their reappointment will be proposed to the Company at the forthcoming annual general meeting.

RISK WARNING

The Company is not a normal trading, manufacturing or services company but a specialized Property Company whose assets are not immediately realisable. As a consequence, the price of its shares and the income (if any) there from can go down as well as up and investors may not realize the amount of their initial investment. Past performance is no guide to future performance.

The Directors' Report was approved by the Board of Directors and was signed on its behalf by:

Mr. Anthony P. Demajo Company Chairman

17th August 2016

Mr. Mario P. Galea Director

SANTUMAS SHAREHOLDINGS PLC Annual Report for the year ended 30 April 2016

CORPORATE GOVERNANCE STATEMENT

Given that the Company's securities are traded on the Malta Stock Exchange, the Company is now subject to The Code of Principles of Good Governance ("the Code") applicable to listed companies. The adoption of the Code is not mandatory but listed companies are required under the Listing Rules issued by the Listing Authority to include a Statement of Compliance with the Code in their Annual Report, accompanied by a report of the independent auditor.

The Board has considered the principles embodied in "the Code" and noted "the Code's" recommended practices. During the year under review the Company has been in compliance with "the Code" to the extent that is considered adequate bearing in mind the size and nature of the Company's operations. Instances of divergence from the code are disclosed and explained below.

PRINCIPLE 1-5: BOARD OF DIRECTORS

The Company's Board is composed of five non-executive Directors and one independent non-executive Director under the Chairmanship of Mr. Anthony P. Demajo. The Board is entrusted with the overall direction and management of the Company, including the establishment of strategies for future development and the approval of any proposed property acquisitions and developments. The Company is a Property Company which does not require a complex management structure, accordingly, the role of the Chairman and the chief executive officer are combined. The Board has indicated Mr. Mario P. Galea as the independent non-executive member.

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

During the year under review the Board met seven times to discuss the operations and strategy of the Company, The attendance of Directors to the Board meetings is listed below.

Dr. Edward Firman	2	(resigned 11 December 2015)
Mr. Peter Paul Testaferrata Moroni Viani
Mr. Anthony P. Demajo	/
Mr. Christopher Testaferrata Moroni Viani
Mr Norbert Tabone	6
Mr Mario P. Galea	ന
Mr. Michael Pace Ross	2	(appointed 11 December 2015)

PRINCIPLE 6: INFORMATION AND PROFESSIONAL DEVELOPMENT

The Company ensures that it provides Directors with relevant information to effectively contribute to Board decisions. All Directors have access to independent financial advice at the expense of the Company should they require.

PRINCIPLE 8: BOARD COMMITTEES

Investment Committee

The Investment committee is responsible for overseeing the maintenance, investment of the Company's assets covering both the Company's property holdings and its equity and bond portfolio. Whilst actively managing the securities portfolio, any property investment decisions are referred back to the Board who always take the final decision on any property related matters. The Committee is chaired by Mr. Anthony P. Demajo and has Mr. Christopher Testaferrata Moroni Viani and Mr. Michael Formosa Gauci as members.

SANTUMAS SHAREHOLDINGS PLC Annual Report for the year ended 30 April 2016

CORPORATE GOVERNANCE STATEMENT - continued

PRINCIPLE 8: BOARD COMMITTEES - continued

Audit Committee

The Audit Committee's primary objective is to assist the Board in fulfilling its responsibilities in dealing with issues of risk, control and governance and to oversee and review the financial reporting process, financial policies and internal control structure. The Committee also oversees the conduct of the external audit and acts to facilitate communication between the Board, management and the auditors. In addition the Audit Committee has the role and function of scrutinising any proposed transaction to be entered into by the Company and a related party to ensure that the execution of any such transaction is at arm's length and on a commercial basis and ultimately in the best interests of the Company.

The Audit Committee, which is composed of one independent non-executive Director and two non-executive Directors, meets regularly in terms of the "Code". During the year under review Mr. Mario P. Galea served as Chairman and Mr Norbert Tabone together with Mr Edward Firman served as members. Upon the latter's resignation Mr Michael Pace Ross was appointed on 11 December 2015. Mr. Michael Formosa Gauci acted as secretary to the audit committee has met on four occasions during the financial year end under review.

The Board, in terms of Listing Rule 5.118, has indicated Mr. Mario P. Galea as the independent non-executive member of the audit committee who is considered to be competent in accounting and auditing in view of his considerable experience at a senior level in the audit and advisory field.

PRINCIPLE 9 AND 10: RELATIONS WITH SHAREHOLDERS

The Directors consider that the Board properly serves the legitimate interests of all stakeholders in the Company through representation of the shareholders on the Board. Shareholders are also given the opportunity to ask questions at the AGM or submit written questions in advance The Chairman makes arrangements for the chairman of the Audit Committee to be available to answer questions, if necessary.

The Board ensures that there is sufficient communication with all stake holders through regular statements on the MSE website and information on areas such as corporate governance and financial statements to be found on the Company website at www.santumasmalta.com.

PRINCIPLE 11: CONFLICTS OF INTEREST

The Directors, members of the Board sub-committee of the Company are or may be involved as Directors or shareholders of or consultants to other companies which investments as the Company. Should an actual or potential conflict arise during the tenure of the directorship, a Director will disclose and record the conflict in full and in time to the Board of Director will not participate in discussions concerning matters in which he has a conflict of interest unless the Board finds no objection to the presence of such Director. In any event, the Director will refrain from voting on the matter.

The Audit Committee of the Company has the task of ensuring that any potential conflicts of interest that may arise at any moment, pursuant to these different roles held by Directors, are handled in the best interest of the Company and according to law. The independent non-executive Director on the Audit Committee provides an effective measure to ensure that transactions vetted by the Audit Committee are determined on an arms-length basis.

PRINCIPLE 12: CORPORATE SOCIAL RESPONSIBILITY

The Company seeks to adhere to sound principles of corporate social responsibility by conducting its operations in an ethical manner. The Board is mindful of the environment and its responsibility within the community in which it operates.

CORPORATE GOVERNANCE STATEMENT - continued

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

This information is being provided in terms of Listing Rule 5.97.4.

The Company is a Property company which does not require an elaborate management structure. The Board of Directors is responsible for the day to day management of the Company although certain functions have been delegated to the Company Secretary and the Board sub-committees. The Directors believe that the current organisational structures are adequate for the current activities of the Directors will maintain these structures under continuous review to ensure that they meet the changing demands of the business.

GENERAL MEETINGS

This information is being provided in terms of Listing Rule 5.97.6.

The manner in which the general meeting is conducted is outlined in Articles of the company's Articles of Association, subject to the provisions of the Companies Act, Cap.386 of the Laws of Malta.

All shareholders registered in the Shareholders' Register on the Record Date as defined in the Listing Rules, have the right to attend, participate and vote in the general meeting. A shareholders holding not less than 5% in nominal value of all the shares entitled to vote at the general meeting may request the Company to include items on the agenda of a general meeting and/or table draft resolutions for items included in the agenda of a general meeting. Such requests are to be received by the Company at least forty six (46) days before the date set for the relative general meeting.

A shareholder who cannot participate in the general meeting can appoint a proxy by written or electronic notification to the Company. Every shareholder represented in person or by proxy is entitled to ask questions which are pertinent and related to items on the agenda of the general meeting and to have such questions answered by the Directors or such persons as the Directors may delegate for that purpose.

NON-COMPLIANCE WITH THE CODE

PRINCIPLE 1-5: BOARD OF DIRECTORS

As detailed above under the heading "Internal Control and Risk Management System" the size of the Company and its level of activity do not justify an elaborate management structure. The Board of Directors are actively involved in the day to day business of the Company and therefore fully cognisant of all its activities.

PRINCIPLE 6: INFORMATION AND PROFESSIONAL DEVELOPMENT

Full adherence by the Company with the provisions of Principle 6 of the Code is not deemed necessary taking into account the size, nature and operations of the Company does not feel the need to establish and/or implement a succession plan for senior management in light of its existing organisational structures though such structure will be kept under continuous review so as to meet the changing demands of the business.

PRINCIPLE 7: EVALUATION OF THE BOARD'S PERFORMANCE

Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the Board's performance is always under the scrutiny of the shareholders.

SANTUMAS SHAREHOLDINGS PLC Annual Report for the year ended 30 April 2016

CORPORATE GOVERNANCE STATEMENT - continued

NON-COMPLIANCE WITH THE CODE - continued

PRINCIPLE 8: COMMITTEES

The Company does not have a Remuneration Committee as recommended by Principle 8. The Company does not have any employees other than the Company Secretary and a part time employee engaged to carry out general secretarial duties. In such circumstances it is felt that any remuneration related matters are best dealt with by the Board.

The Company does not have a Nomination Committee as recommended by Principle 8. Appointments to the Board of Directors of the Company are determined by shareholders of the Company in accordance with the Company's Memorandum and Articles of Association. The Company considers that the members of the Board provide the level of skill, knowledge and experience expected in terms of the code.

Approved by the Board of Directors on 17th August 2016 and signed on its behalf by:

Mr. Anthony P. Demajo Company Chairman

Mr. Mario P. Galea Director and Chairman of Audit Committee

Ernst & Young Malta Limited Regional Business Centre Achille Ferris Street Msida MSD 1751 Malta

Tel: +356 2134 2134 Fax: +356 2133 0280 ey malta@mt ey.com ey com

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF SANTUMAS SHAREHOLDINGS PLC

We have audited the financial statements of Santumas Shareholdings plc ("the Company") set out on pages 14 to 42 which comprise the Statement of Financial Position as at 30 April 2016 and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the ended, and a summary of significant accounting policies and other explanatory information.

Directors' Responsibility for the Financial Statements

As described in the statement of Directors' Responsibilities set out on page 6, the Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Companies Act, Cap. 386 of the Laws of Malta, and for such internal control as the Directors determines is necessary to enable the preparation of financial statements that are from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate for the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements:

• · give a true and fair view of the financial position of the Company as at 30 April 2016, and of its financial performance and its cash flows for then ended in accordance with International Financial Reporting Standards as adopted by the European Union; and
• · have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta.

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF SANTUMAS SHAREHOLDINGS PLC- continued

Report on Corporate Governance

The Listing Rules issued by the Malta Listing Authority require the Directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.

The Listing Rules also require the auditor to include a report on the Statement of Compliance prepared by the Directors.

We read the Statement of Compliance and consider the implication for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.

We are not required to, and we do not, consider whether the Board's statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company's governance procedures or its risk and control procedures.

In our opinion, the Corporate Governance Statement set out on pages 8 to 11 has been properly prepared in accordance with the requirements of the Listing Rules issued by the Malta Listing Authority.

Report on other Legal and Regulatory Requirements

• · We also have responsibilities under the Companies Act, Cap. 386 of the Laws of Malta to report to you if in our opinion:
  • The information given in the Directors' report is not consistent with the financial statements.
  • Adequate accounting records have not been kept.
  • The financial statements are not in agreement with the accounting records.
  • We have not received all the information and explanations we require for our audit.
  • Certain disclosures of Directors' remuneration specified by law are not made in the financial statements, giving the required particulars in our report.
• · Under the Listing Rules to review the statement made by the Directors, set out on page 7, that the business is a going concern, together with supporting assumptions or qualifications as necessary.

We have nothing to report to you in respect of these responsibilities,

This copy of the audit report has been signed by Shawn Falzon for and on behalf of

Ernst & Young Malta Limited Certified Public Accountants

Date: 17th August 2016

STATEMENT OF COMPREHENSIVE INCOME for the year ended 30 April 2016

		2016	2015
REVENUE	Notes	I ploi R	EUR
Investment income	ব	406,452	379,202
Increase in fair values of financial assets	12	711,362	310,026
Increase in fair value of investment properties	10	1,364,437
Total revenue		2,482,251	689,228
EXPENSES
Administrative expenses	6	108,093	173,401
Finance costs	5	130	282
Total expenses		108,223	173,683
Profit before tax		2,374,028	515,545
Income tax expense	8	(250,296)	(70,543)
Profit for the year		2,123,732	445,002
Other comprehensive income not to be reclassified to profit
or loss in subsequent periods		20,434
Revaluation of property, net of tax Changes in tax rate			1,655
Total comprehensive income for the year		2,144,166	446,657
Profit per share	9	1.05	0.22

The accounting policies and explanatory notes on pages 18 to 42 form an integral part of the financial statements.

STATEMENT OF FINANCIAL POSITION as at 30 April 2016

		2016	2015
	Notes	EUR	BOR
ASSETS
Non-current assets
Investment properties	10	4,447,052	3,090,592
Property, plant and equipment	11	108,000	91,130
Financial assets at fair value through profit or loss	12	5,405,763	4,404,832
		9,960,815	7,586,554
Current assets
Receivables	13	71,021	59,972
Cash at bank	14	505,173	597,179
		576,194	657,151
TOTAL ASSETS		10,537,009	8,243,705
EQUITY AND LIABILITIES
Capital and reserves
Issued capital	15	1,108,194	1,007,444
Share premium	16	262,746	262,746
Revaluation reserve	16	70,012	51,500
Other reserves	16	4,661,518	2,925,789
Retained earnings Dividend reserve	16	3,787,351	3,498,176
		9,889,821	7,745,655
Non-current liabilities
Deferred tax liability	17	454,162	322,842
Current liabilities
Payables	18	183,341	169,633
Income tax payable		9,685	5,575
		193,026	175,208
Total liabilities		647,188	498,050
Total equity and liabilities		10,537,009	8,243,705
Net asset value per share	19	4.908	4.229

The accounting policies and explanatory notes on pages 18 to 42 form an integral part of the financial statements.

The financial statements on pages 14 to 42 were authorised for issue by the Board of Directors on 17th August 2016 and signed on its behalf by:

Mr. Anthony P. Demajo Company Chairman

Mr. Mario P. Galea Director

STATEMENT OF CHANGES IN EQUITY for the year ended 30 April 2016

	Issued capital EUR	Share premium EUR	Revaluation reserve BIOOR	Other reserves PLOOR	Dividend reserve DIOR	Retained earnings EOR	Total BUIR
FINANCIAL YEAR ENDED 30 APRIL 2016
At 1 May 2015	1,007,444	262,746	51,500	2,925,789		3,498,176 7,745,655
Profit for the year						2,123,732 2,123,732
Other comprehensive income			20,434				20,434
Total comprehensive income			20.434			2,123,732 2,144,166
Re-domination of shares (Note 15)
Bonus shares (Note 15)	100,750					(100,750)
Depreciation transfer for land and building, net of tax			(1,922)		1	1,922
Changes in tax rates (Note 8)
Increase in fair value of ground rents, net of tax				1,161,843	t	(1,161,843)
Increase in fair value of financial assets				507,736		(507,736)
Increase in fair value of investment property net of deferred tax				66,150		(66,150)
At 30 April 2016	1,108,194	262,746	70,012	4,661,518		3,787,351 9,889,821
FINANCIAL YEAR ENDED 30 APRIL 2015
At 1 May 2014	969,704	262,746	51,213	2,672,324		3,343,011 7,298,998
Profit for the year Other comprehensive income			1,655			445,002	445,002 1,655
Total comprehensive income			1,655		-	445,002	446,657
Re-domination of shares (Note 15)	(53,857)		91,597			(37,740)
Bonus shares (Note 15)	91,597		(91,597)
Depreciation transfer for land and building, net of tax			(1,368)			1,368
Changes in tax rates (Note 8)				36,246		(36,246)
Decrease in fair value of ground rents, net of tax				(5,605)		5,605
Increase in fair value of financial assets				22,824		(222,824)
At 30 April 2015	1,007,444	262,746	51,500	2,925,789		3,498,176 7,745,655

The accounting policies and explanatory notes on pages 18 to 42 form an integral part of the financial statements.

STATEMENT OF CASH FLOWS for the year ended 30 April 2016

	Notes	2016 BIOIR	2015 EUR
Operating activities
Profit before tax		2,374,028	515,545
Adjustments to reconcile profit before tax to net cash flows
Non-cash: Depreciation of property, plant and equipment	11	5,870	4,670
Increase in fair value of financial assets	12	(711,362)	(310,026)
Increase in fair value of investment properties	10	(1,364,437)
Finance costs	5	130	282
Interest income	4	(21,398)	(30,290)
Dividend income	4	(301,462)	(249,862)
Working capital adjustments:
Increase in receivables		(636)	(251)
Increase in payables		13,708	6,500
Interest income received		21,856	33,326
Dividend income received		290,557	248,498
Income tax paid		(117,138)	(113,096)
Net cash flows generated from operating activities		189,716	105,296
Investing activities
Purchase of financial assets		(289,569)	(176,438)
Redemption of ground rents	10	7,977	6,608
Net cash flows used in investing activities		(281,592)	(169,830)
Financing activities
Dividend paid
Interest paid	5	(130)	(282)
Net cash flows used in financing activities		(130)	(282)
Net decrease in cash and cash equivalents		(92,006)	(64,816)
Cash and cash equivalents at 1 May		597,179	661,995
Cash and cash equivalents at 30 April	14	505,178	597,179

The accounting policies and explanatory notes on pages 18 to 42 form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION 1.

Santumas Shareholdings PLC (the "Company") is a public limited company incorporated and domiciled in Malta whose shares are publicly traded. The registered office is located at Britannia House /1, 9 Old Bakery Street, Valletta VLT 1450, Malta.

The principal activity of the Company was to carry out investment activities as a Collective Investment Scheme as licensed by the Malta Financial Services Authority.

On 9 October 2014, the Company has surrendered its license as a collective investment scheme (CIS) and de-listed its shares on the Malta Stock Exchange as a CIS. On the same date, Santumas Shareholding plc was admitted to listing on the Malta Stock Exchange as a Property Company.

2.1

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).

The financial statements are prepared under the historical cost convention, except for leasehold property under property, plant and equipment, investment properties and financial assets at fair value through profit and loss that have been measured at fair value. The financial statements are presented in euros (EUR).

Statement of compliance

These financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the European Union and comply with the Companies Act, Cap. 386 of the Laws of Malta.

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

Standards, interpretations and amendments to published standards as adopted by the European Union effective during the year ended 30 April 2016

• · IAS 19 Amendment Employee Benefits (effective for financial years beginning on or after 1 February 2015)
• Annual Improvements to IFRSs 2010 2012 Cycle .
• Annual Improvements to IFRSs 2011 2013 Cycle

The adoption of the standards or interpretations above did not have an impact on the financial statements or performance of the Company.

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES - continued

Standards, interpretations and amendments to published standards as adopted by the European Union that are not yet effective

Up to the date of approval of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective for the current reporting period and which have not been adopted early.

• · IAS 16 and IAS 38 Clarification of acceptable methods of depreciation and amortization (effective for financial years on or after 1 January 2016)
• IFRS 11 (Amendments) Accounting for acquisitions of interests in joint operations (effective for financial years on or after 1 January 2016)
• IAS 27 (Amendments) Equity method in separate financial statements (effective for financial years on or after 1 January 2016)
• IAS 16 and IAS 41 Bearer Plants (effective for financial years on or after 1 January 2016)
• IAS 1 (Amendments) Disclosure initiative (effective for financial years beginning 1 January 0 2016)
• Annual Improvements to IFRSs 2012-2014 Cycle ●

The changes resulting from these standards are not expected to have a material effect on the financial statements of the Company.

Standards, interpretations and amendments issued by the International Accounting Standards Board (IASB) but not yet endorsed by the EU

Except as explained below, the changes resulting from these standards are not expected to have a material effect on the financial statements of the Company:

• IFRS 9 Financial instruments (effective for financial years beginning on or after 1 January 2018)
• IFRS 14 Regulatory deferral accounts (effective for financial years beginning on or after ● 1 January 2016)
• IFRS 15 Revenue from contracts with customers (effective for financial years beginning on or after 1 January 2018)
• IFRS 15 Revenue from contracts with customers (Clarifications) (effective for financial years beginning on or after 1 January 2018)
• IFRS 16 Leases (effective for financial years beginning on or after 1 January 2019)
• IFRS 10, IFRS 12 and IAS 28 (Amendments) Investment Entities: Applying the consolidation exception (effective for financial years beginning 1 January 2016)
• IFRS 10 and IAS 28 (Amendments) Sale or contributions of assets between an investor and its associate or joint venture (this project has been postponed by the IASB until further notice)
• IAS 7 (Amendments) Disclosure Initiative (effective for financial years beginning 1 January . 2017)
• IAS 12 (Amendments) Recognition of deferred tax assets for unrealised losses (effective for . financial years on or after 1 January 2017)
• · IFRS 2 (Amendments) Classification and Measurement of Share-based Payment Transactions (effective for financial years on or after 1 January 2018)

IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognising revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after 1 January 2018 with early adoption permitted. The company is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES - continued

Standards, interpretations and amendments issued by the International Accounting Standards Board (IASB) but not yet endorsed by the EU- continued

IFRS 9, 'Financial Instruments' introduces a logical approach for the classification of financial assets driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments. As part of IFRS 9 the IASB has introduced a new, expected loss impairment model that will require more timely recognition of expected credit losses. Specifically, the new Standard requires entities to account for expected credit losses from when financial instruments are first recognised and it lowers the threshold for recognition of full lifetime expected losses. IFRS 9 also introduces a substantially-reformed model for hedge accounting with enhanced disclosures about risk management activity. The new model represents a substantial overhaul of hedge accounting that aligns the accounting treatment with risk management activities. The standard is effective for periods beginning on or after 1 January 2018. The Company will assess the effect that the standard will have on the financial statements in due course.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in the preparation of these financial statements are set out below:

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue is reliably measured. The following specific revenue criteria must also be met before revenue is recognised:

Interest income

Interest income is included in the Statement of Comprehensive Income on an accruals basis using the effective interest rate method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset.

Investment income

Ground rents and other rents are included in the Statement of Comprehensive Income on an accrual basis.

Dividend income is included in the Statement of Comprehensive Income when the right to receive the payment is established.

Upon disposal of investment properties consisting of land, leasehold property and ground rents capitalised, the difference between the proceeds from disposal and the carrying amount is recognised as a gain or loss through the Statement of Comprehensive Income.

Taxes

Current income tax

Current income tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Taxes - continued

Deferred income tax

Deferred taxation is provided using the liability method, on temporary differences, at the reporting date, arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except:

• · where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination, and at the time of transaction, affects neither the accounting profit nor taxable profit or loss; and
• in respect of taxable temporary differences associated with investments in subsidiaries and an . associate, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the reporting date.

Under this method the Company is required to make provision for deferred income taxes on the revaluation of certain non-current assets. Such deferred tax is charged or credited directly to the Statement of Comprehensive Income and is charged or credited directly to equity if the tax relates to items that are credited or charged in the same or a different period, directly to equity.

Deferred tax assets are recognised only to the extent that future taxable profit will be available such that realisation of the related tax benefit is probable.

Foreign currency translation

The financial statements are presented in Euro, which is the Company's functional and presentation currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the year-end date. All differences are taken to the Statement of Comprehensive Income. Non monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Fair value measurement

The Company measures financial instruments, such as investment properties, leasehold properties under property and equipment and financial assets at fair value through profit or loss at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• · In the principal market for the asset or liability, or
• · In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• · Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• · Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
• · Level 3 Valuation techniques for which the lowest level of input that is significant to the fair value measurement is unobservable

For assets that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. External valuers are involved for valuation of investment properties and leasehold properties at least every two years.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

NOTES TO THE FINANCIAL STATEMENTS - continued

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Investment properties consisting of land, buildings and leasehold property

Investment properties, consisting of properties not occupied by the Company and held to earn rentals and for capital appreciation, are regarded as long term investments are measured initially at cost, being the fair value of the consideration given, including acquisition charges associated with the investment. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day to day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the year-end date. This is based on market valuations performed by independent professional architects every two years or earlier whenever their fair values differ materially from their carrying amounts. In the year when a market valuation is not performed, an assessment of the fair value is performed to reflect market conditions at the year-end date. Gains or losses on changes in the fair values of investment properties are taken to the Statement of Comprehensive Income in accordance with IAS 40 "Investment Properties". Unrealised gains are subsequently transferred to other reserves in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the Statement of Comprehensive Income in the year of retirement or disposal.

Investment properties consisting of ground rents capitalised

On 30 April 1990, the Directors capitalised ground rent. The value of this asset was included with long term assets with a resultant increase in the capitalisation reserve included within other reserves.

Property, plant and equipment

Property, plant and equipment are initially recorded at cost. Leasehold property is subsequently measured at revalued amount, being its fair value at the date of revaluation less depreciation and impairment. All other property, plant and equipment, are subsequently stated at cost amounts less accumulated depreciation and accumulated impairment in value, if any.

Leasehold premises consists of property that is occupied by the Company as its offices.

It is Company policy to carry out a professional market valuation of leasehold every two years which is frequently enough to ensure that the fair value of the revalued asset does not differ materially from its carrying amount. To the extent that a revaluation results in the carrying amount of the asset, the increase is credited to the revaluation reserve within equity. To the extent that a revaluation results in a decrease in the carrying amount of the asset, the decrease is charged against the revaluation reserve to the extent that the decrease does not exceed the amount held in the revaluation reserve in respect of that same asset; any excess of the decrease is taken to the Statement of Comprehensive Income. The accumulated depreciation at the date of the revaluation is eliminated against the gross carrying amount of the asset and the net amount restated to the revalued amount of the asset.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Depreciation of property, plant and equipment

Depreciation is provided on property, plant and equipment, other than leasehold property, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset on a straight line basis over the expected useful life.

The annual rates used for this purpose are:

Fixtures and fittings	15.0
Equipment	33.3
Improvements to premises	10.0

Depreciation is provided on leasehold property to write off the valuation on a straight line basis over the remaining period of the lease.

Each year, the difference between the depreciation based on the revalued carrying amount of the asset (the depreciation charged to the Statement of Comprehensive Income) and depreciation based on the asset's original cost, is transferred from the revaluation reserve to retained earnings.

Impairment of non-financial assets

The Company assesses at each reporting date whether there are indications of impairment for all nonfinancial assets. If any such amount exists, or when impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to the recoverable amount.

Investments and other financial assets

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Company determines the classification of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year end. The Company classifies its financial assets as fair value through profit or loss and loans and receivables. The Company does not hold financial assets classified as held-to-maturity and available-for-sale.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss includes financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss.

Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments or a financial guarantee contract. Gains or losses on investments held for trading are recognised in the Statement of Comprehensive Income.

The Company assesses whether embedded derivatives are required to be separated from host contracts when the Company first becomes party to the contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

0/0

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Investments and other financial assets - continued

Receivables

Receivables are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable.

Receivables are recognized and carried at cost.

Fair value

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments where there is no active market, fair value is determined using valuation techniques. Such techniques include using recent arm's length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis or other valuation models.

Derecognition

A financial asset is primarily derecognised when:

• · The rights to receive cash flows from the asset have expired, or
• · The Group has transferred its rights to receive cash flows from the assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Comprehensive Income.

Impairment of financial assets

The Company assesses at each reporting date whether a financial asset or group of financial assets is impaired

Assets carried at amortised cost

If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss shall be recognised in the Statement of Comprehensive Income.

If, in a subsequent period, the amount of the impairment loss decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Any subsequent reversal of an impairment loss is recognized in the Statement of Comprehensive Income.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Impairment of financial assets - continued

In relation to receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectible.

Cash and cash equivalents

Cash and cash equivalents are composed of cash at bank and short term deposits. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash equivalents, as defined above, net of outstanding bank overdrafts.

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the Statements of Financial Position when there is currently a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Trade and settlement date accounting

All "regular way" purchases and sales of financial assets are recognised on the "trade date," that is, the date the Company commits to purchase or sell the asset. Regular way purchases and sales are purchases and sales of financial assets that require delivery of assets within the time generally established by regulation or convention in the market place.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the obligation can be made.

Contingent liabilities and contingent assets are not recognised. A contingent liability is disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is disclosed where an inflow of economic benefits is probable.

Borrowing costs

Borrowing costs are recognised as an expense in the period in which they are incurred.

Employee benefits

The Company contributes towards the State pension in accordance with local legislation. Short-term employee benefit obligations are measured on undiscounted basis and recognised as an expense in the Statement of Comprehensive Income in the period they are incurred.

Events after the reporting date

Events after the reporting date are those events, favourable, that occur between the reporting date and the date when the financial statements are authorised for issue. Adjusting events require the Company to adjust the amounts recognised in its financial statements while non-adjusting events do not require any adjustments to the amounts recognised in the financial statements.

3.

In preparing the financial statements, the Directors are required to make judgments, estimates and assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the financial statements. These estimates are reviewed on a regular basis and if a change is needed, it is accounted in the period the changes become known. The most significant judgements and estimates are as follows:

Revaluation of property, plant and equipment and fair value of investment properties

The Company carries its investment properties at fair value, with changes in fair value being recognised in the Statement of Comprehensive In addition, it measures land buildings, including leasehold properties, at revalued amounts with changes in fair value being recognised in Other Comprehensive Income. This is based on market valuations performed by independent professional architects at least every two years. In a year when market valuations are not performed by the independent professional architect, an assessment of the fair value of investment properties consisting of land and building is performed to reflect market conditions at the year-end date.

The last market valuation was performed in April 2016 and the Company recognised fair values of investment properties and revaluations of property, plant and equipment (notes 10 and 11).

In the opinion of the management, except for the accounting estimates, assumptions and judgments made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as significant in terms of the requirements of IAS 1 (revised)-'Presentation of Financial Statements'.

4. INVESTMENT INCOME

	2016	2015
	B OIR	EUR
Dividends income	301,462	249,862
Interest income	21,398	30,290
Ground rents	29,975	28,759
Other income	53,617	70,291
	406,452	379,202

Other income includes income from the sale of rights on properties.

5. FINANCE COSTS

	2016 I BI OF R	2015 EUR
Interest on bank overdrafts	130	282

6. EXPENSES BY NATURE

	2016	2015
	13101 R	EUR
Staff costs (note 7a)	39,135	38,762
Auditor's remuneration	12,514	12,144
Depreciation of property, plant and equipment (note 11)	5,870	4.670
Registration fees	5,248	8,319
Custodian fees		3.483
Professional and legal fees (note i)	13,819	77,867
Other administrative expenses	31,507	28,156
Total administrative expenses	108,093	173,401

i. Professional fees as at 30 April 2015 included costs relating to the surrender of the collective investment scheme (CIS) licence, the de-listing from a CIS and listing as a property company in October 2014.

Professional fees also include remuneration payable to the Company's auditors as follows:

	2016 EUR	2015 BOR
Tax compliance	1,298	1,240
Other non-audit services	1	6.254

EMPLOYEE INFORMATION 7.

a. Staff costs

The total employment costs were as follows:

	2016 15 Of R	2015 EUR
Salaries Social security costs	36,628 2,507	36,297 2,465
	39,135	38,762

b. Staff numbers

The average number of persons employed by the Company during the year was as follows:

	2016 Number	2015 Number
Administration	2	2

INCOME TAX EXPENSE 8.

The components of income tax expense for the years ended 30 April are:

	2016 Tologic	2015 EUR
Income tax expense Current income tax charge Deferred tax charge (note 17)	121,250 129,046	108,249 (37,706)
Income tax expense	250,296	70,543

The income tax on profit differs from the theoretical income tax expense that would apply on the Company's profit before tax using the applicable tax rate in Malta of 35% (2015: 35%) as follows:

	2016 ETOR	2015 ETUR
Profit before tax	2,374,028	515,545
Theoretical tax expense at 35% Tax effect of	830,910	180,441
income subject to lower tax rate - gains not subject to tax l	(366,311) (250,852)	(22,159) (109,520)
expenses not deductible for tax purposes - investment income not subject to further tax l	39,272 (2,723)	60,651 (2,624)
changes in tax rates - prior year errors -		(36,246)
Income tax expense	250,296	70,543

As at 30 April 2015, a different tax treatment on the transfer of immovable property started to be applied. The system consisting of both a 12% (2015: 12%) final withholding tax on the transfer value and 35% (2015: 35%) tax on the profit or gain was replaced by one final withholding tax of 8%/10% (2015: 8%/10%) on the value of the property transferred.

9. PROFIT PER SHARE

The profit per share of EUR1.05 (2015: EUR0.22) is calculated on the profit for the year attributable to the ordinary shareholders, divided by the average number of ordinary shares in issue and ranking for dividend during the year.

	2016 EUR	2015 EUR
Profit for the year	2,123,732	445,002
	2016 Number*	2015 Number*
Ordinary shares in issue	2,014,898	2,014,898
	2016 FUR	2015 EUR
Profit per share	1.05	0.22

* The bonus issue (note 15) has increased the number of shares in issue as ordinary shares were issued to existent shareholders for no consideration. Such additional shares were treated as having been in issue for the whole year and included in the EPS calculation of all earlier periods presented so as to give a comparable result.

10. INVESTMENT PROPERTIES

	Land and buildings EUR	Ground rents capitalisation I BIOTR	Total BIOORS
At 30 April 2014 Redemptions	2,477,900	619,300 (6,608)	3,097,200 (6,608)
At 30 April 2015	2,477,900	612,692	3,090,592
Redemptions Increase in fair value	73,500	(7,977) 1,290,937	(7,977) 1,364,437
At 30 April 2016	2,551,400	1,895,652	4,447,052

Land and Buildings include leasehold properties with a carrying amount of EUR63k. Leasehold property is classified as investment property is held for capital appreciation and for which a market exists.

a. Land and building

Fair value

Market valuations, with respect to investment property excluding ground rents, are performed by independent professional architects every two years or earlier whenever their fair values differ materially from their carrying amounts. In the year when a market valuation is not performed, an assessment of the fair

10. INVESTMENT PROPERTIES - CONTINUED

a. Land and building - continued

Fair value - continued

value is performed to reflect market conditions at the year-end date. For the valuation of ground rents, management on an annual basis reviews the major inputs used in the calculation of the fair value in line with local legislation and market conditions.

An independent valuation of the Company's investment property land and buildings was performed by valuers to determine the fair value as at 30 April 2016. The fair value movements were credited to profit and loss and subsequently transferred to other reserves under equity. As at 30 April 2016, management also assessed whether there are any significant changes to the significant inputs of the valuation.

The Company's investment property land and buildings consists mainly of plots of land with a carying amount of EUR2,152,800 (2015: EUR2,075,100) together with other commercial buildings with a carrying amount of EUR398,600 (2015: EUR402,800). The investment property has been categorised to fall within level 2 of the fair valuation hierarchy. The different levels in the fair value hierarchy have been defined in Note 12.

The Company's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. There were no transfers between levels during the year. For all properties, their current use equates to the highest and best use.

Valuation techniques and inputs

For level 2 fair value of the investment property land and buildings, the valuation was determined primarily by the comparable method together with the capitalisation method which are based on directly observable inputs which do not require a significant level of adjustments.

Comparable method BITOORS 2016	Capitalisation method BiOTR 2016	Total FIUR 2016
2,152,800	ਾ	2,152,800
58,600	340.000	398,600
2,211,400	340,000	2,551,400

Compurable metriod. Market prices	based on database of valuations and sales of properties in the relevant area;
Capitalisation method:
Future rental cash inflows	based on the actual location, type and quality of the properties and external evidence such as current market rents for similar properties;
Capitalisation rates	based on actual location, size and quality of the properties and taking into account market data at the valuation date.

Information about fair value measurements using significant unobservable inputs (Level 3):

	Fair value	Range of significant unobservable
	ELOIR	Capitalisation rate
30 April 2016	340,000	4% - 5%
30 April 2015	340,000	4% - 5%

NOTES TO THE FINANCIAL STATEMENTS - continued

10. INVESTMENT PROPERTIES - CONTINUED

b. Ground rents

Ground rents on property are received annually into perpetuity. Ground rent income relates to ground rent capitalisation.

These ground rents are redeemable and the ground rent capitalisation represents the redemption amount or the present value of the expected cash flows. The valuation of ground rents is determined by the capitalisation method, as explained for land and buildings. The capitalisation rate for non-revisable ground rents is determined by reference to local legislation whilst the capitalisation rate for revisable ground rents is based on inputs that reflect the current market conditions.

Information about fair value measurements using significant unobservable inputs (Level 3):

	Fair value	Range of significant unobservable
	E OTR	Capitalisation rate
30 April 2016	1,895,652	3% - 5%
30 April 2015	612.692	5%

During the year, certain revisable ground rents were up for revision which led to higher annual ground rents receivable. The capitalisation rate was applied to the higher annual ground rents thus resulting in a higher fair value.

c. Fair Value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of investment property by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair values are observable, either directly or indirectly

Level 3: techniques which use inputs which have a significant effect on the recorded fair are not based on observable market data.

	Total EUR	Level l EUR	Level 2 HOR	Level 3 EUR
Fair value as at 30 April 2016	4,447,052	i	2,211,400	2,235,652
Fair value as at 30 April 2015	3.090.592		- 2,137,900	952,692

For each valuation of investment property classified under as Level 3, annual rent or ground rent and capitalisation rate have been determined to be the significant unobservable inputs. The annual rent or ground rent, the higher the fair value will be and conversely the lower the annual rent or ground rent, the lower the fair value. The lower the capitalisation rate, the fair value will be and conversely the higher the capitalisation rate, the lower the fair value.

NOTES TO THE FINANCIAL STATEMENTS - continued

11. PROPERTY, PLANT AND EQUIPMENT

	Leasehold buildings and improvements BIUR	Fixtures fittings & equipment FUR	Total EUR
Cost or valuation At 1 May 2014	108,234	35,479	143,713
Revaluation Transfer*
At 30 April 2015	108,234	35,479	143,713
Revaluation Transfer*	22,740 (4,858)	1 1	22,740 (4,858)
At 30 April 2016	126,116	35,479	161,595
Depreciation At 1 May 2014 Charge for the year	12,434 4,670	35,479	47,913 4,670
At 30 April 2015 Charge for the year Transfer*	17,104 5,870 (4,858)	35,479	52,583 5,870 (4,858)
At 30 April 2016	18,116	35,479	53,595
Net book value At 30 April 2016	108,000		108,000
At 30 April 2015	91,130	-	91,130

* This transfer relates to the accumulated depreciation as at the revaluation date that was eliminated against the gross carrying amount of the revalued asset.

Leasehold buildings were acquired in the financial year ended 30 April 1993 at a cost of EUR34,097. The remaining life of the lease is 37 years. The Company uses the revaluation model for leasehold buildings.

These leasehold buildings were last revalued in April 2016 at EUR108,000. An independent valuation of the leasehold buildings was performed by same valuers for investment property land and building. The valuation for this commercial building was determined by the comparable method. It has been categorised to fall within Level 2 of the fair valuation hierarchy. There were no transfers between levels during the year. The different levels in the fair value hierarchy have been defined in Note 12.

Had leasehold buildings not been included in the financial statements at revaluation less accumulated depreciation, the carrying amount at 30 April 2016, based on cost less accumulated depreciation charged on cost, would have been EUR20,463 (2015: EUR21,033).

Fully depreciated fixtures, fittings and equipment are still in use.

12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss is made up of financial assets designated as such upon initial recognition. This designation results in more relevant information because this group of financial assets is managed and its performance is evaluated on a fair value basis.

	2016 I BIOOR	2015 BUR
Non-current	5,405,763	4,404,832
The table below analyses the nature of the financial assets:
	2016	2015
	ETOR	EUR
Equity securities	2,982,231	2,477,507
Bonds	735,646	550,680
Managed funds	1,687,886	1,376,645
	5,405,763	4,404,832
Fair values: a)
	2016	2015
	IBIOTR	EUR
Local
Quoted on the Malta Stock Exchange	5,373,981	4,373,050
Unquoted	31,782	31,782
	5,405,763	4,404,832

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair values are observable, either directly or indirectly

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

	l otal	Level l	Level 2	Level 3
	EUR	EUR	EUR	EUR
Fair value as at 30 April 2016	5,405,763	3,686,005	1,687,886	31,782
Fair value as at 30 April 2015	4,404,832	2,996,405	1,376,645	31,782

Included with the financial assets classified as Level 2, is a Professional Investor Fund, the price of which started being quoted annually as from October 2014. Observable inputs that may otherwise be a Level 1 input will be rendered Level 2 if the information relates to a market that is not active. Accordingly, this investment was transferred from Level 1 in the fair value hierarchy to Level 2 during the financial year end 2015.

12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - continued

The fair value of financial assets classified as Level 3 was determined by reference to the net asset value of Companies. During the year the Company recognised fair value gains of Nil (2015: EUR2,342) with respect to financial assets classified as Level 3 in the fair value hierarchy. No dividend income was received during 2016 and 2015 from these investments. There were no movements in the holding of these investments during 2016 and 2015.

Acquisition cost: b)

	2016 B Offic	2015 EUR
Local Quoted on the Malta Stock Exchange Unquoted	4,363,089 16,894	4,073,903 16,894
	4,379,983	4,090,797

c)

	2016 POTOTR	2015 EUR
Local Quoted on the Malta Stock Exchange Unquoted	711,362 1	307,684 2,342
	711,362	310,026

13. RECEIVABLES

2016	2015
ETOIR	EUR
28,799	28.751
28,745	17,840
2,217	2.675
11,260	10,706
71,021	59.972

i. Ground rents are received annually and are non-interest bearing. Ground rents receivable are past due but not impaired. The ageing analysis is as follows:

			Past due but not impaired
Total		<1 year	1-2 years	2-5 years	>5 years
2016 2015	28,799 28.751	3.872 5.634	6.015 3.849	12,603 13,491	6,309 5.777

14. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the Statement of Cash Flows comprise the following Statement of Financial Position amounts:

	2016	2015
	BUR	EUR
Cash at bank	505,173	597,179
	505,173	597,179
SHARE CAPITAL
	2016 ETOIR	2015 EUR
Authorised
4,235,222 (April 2015: 4,235,222) ordinary shares of EUR0.55 (April 2015: EUR0.55) each	2,329,372	2,329,372
Issued, called up and fully paid 2,014,898 (April 2015: 1,831,716) ordinary shares
of EUR0.55 (April 2015: EUR0.55) each	1,108,194	1,007,444

On September 2014, the shareholders resolved to approve the re-domination of the nominal value of the share capital from EUR0.582343 to EUR0.55 per share resulting in a reduction in share capital of EUR53,857.

During the year, the company also issued 183,182 (2015: 166,540) ordinary shares of EUR0.55 by way of a bonus issue resulting in an increase of EUR100,750 (2015: EUR91,597).

16. RESERVES

15.

Share premium

The share premium account represents the excess over the nominal value of proceeds from the issue of shares in the Company's capital at a value above nominal value. This reserve is not available for distribution.

Revaluation reserve

This reserve arises from the revaluation of leasehold property. This reserve is not available for distribution.

Other reserves

Other reserves represent unrealised gains on investment properties, and financial assets that are not available for distribution.

16. RESERVES - continued

Retained earnings

In accordance with the Company's articles of association applicable until 9 October 2014, unclaimed dividends shall be forfeited in favour of the Company after the lapse of twelve years. Unclaimed dividends that have been forfeited are being transferred to retained earnings.

17. DEFERRED TAX LIABILITY

The liability for deferred taxation for the year is analysed as follows:

2015 EUR
362,418
(37,706)
(1,870)
322.842

Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% (2015: 35%), property tax of 10% or 8%) and withholding tax of 15%. Deferred income tax as at 30 April relates to the following:

	2016 FOUR	2015 EUR
Revaluation of leasehold property	10,800	8.059
Fair value of investment properties	443,029	314,382
Interest receivable	333	401
	454,162	322,842

18. PAYABLES

	2016 BIOIR	2015 EUR
Ground rent payables (note i) Accruals and deferred income	99,755 25,633	93,665 18,017
Other payables (note ii)	57.953	57.951
	183,341	169.633

i. Ground rents are paid on demand once they are due and are non-interest bearing. Ground rents are settled upon receipt of claim.

ii. Ground rents payables and other payables are repayable on demand.

19. NET ASSET VALUE PER SHARE

The net asset value per share is calculated by dividing the net asset value by the number of ordinary shares in issue. During the year under review, the net asset value per share has increased from EUR4.229 to EUR4.908.

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's principal financial liabilities are composed of payables. The main purpose of these financial liabilities is to raise finance for the Company's operations. The Company has various financial assets such as financial assets at fair value through profit and loss, receivables and cash at bank, which arise directly from its operations.

The Company did not enter into derivative transactions. It is, and has been throughout the year, the Company's policy that no trading in derivatives shall be undertaken.

The main risks arising from the Company's financial instruments are credit risk, liquidity risk and market risk (which is composed of foreign exchange currency risk, interest rate risk and equity price risk). The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - continued

Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily from investments classified as fair value through profit or loss, receivables and deposits with banks.

The Company trades only with recognised and creditworthy third parties. Credit risk relating to financial assets is addressed through careful selection of the issuers of securities bought by the Company. The Company obtains expert technical advice from its stockbrokers and monitors the markets for changes in the credit status of companies in which securities are held.

The maximum exposure to credit risk at the reporting date is the carrying value of bonds as disclosed in notes 12 and each class of financial assets as disclosed in notes 13 and 14. The Directors are of the opinion that these amounts are recoverable in full. Cash at bank are placed with quality financial institutions. Other than ground rents receivable, mentioned in the following paragraph, none of the financial assets are neither past due nor impaired. Therefore, the Company has no significant concentration of credit risk.

No provisions have been made against ground rent receivables since the Company is entitled to enforce these amounts on the basis of contracts on which the property giving rise to the ground rents is available as a security.

The Company's exposure to concentration of risk as at 30 April 2016, arising from financial instruments exceeding 10% of the Net Asset Value of the Company with the same counterparty, amounted to EUR 1,687,886 (17.1% of NAV) and EUR834,708 (8.4% of NAV) and EUR 1,580,768 (16.0% of NAV). As at 30 April 2015 these exposures amounted to EUR1,376,645 (17.8% of NAV) and EUR1,312,046 (16.9% of NAV) and EUR980,413 (12.7% of NAV).

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its payment obligations when they fall due. The Company monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of its financial liabilities and projected cash flows from operations.

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of potential borrowing facilities and payables.

Market risk

Market risk is the risk that the fair value of financial assets will fluctuate due to changes in the market variables such as exchange rates, interest rates and equity prices.

Foreign exchange currency risk

The Company has sterling denominated cash in bank equivalent to EUR2,462 (2015: EUR2,643) and transactional currency exposures arising from its US dollar denominated financial assets at fair value through profit or loss with a carrying amount equivalent EUR8,676 (2015: EUR53,572). The Company monitors movements in the currencies in which these assets are held afthough they do not significantly affect the Company's Statement of Financial Position.

Interest rate risk

The bank overdrafts are subject to rates of interest determined by the banks, which may be revised at the banks' discretion depending on movements in banks' base rates. The Company's favourable bank balances earn interest at rates determined by the banks. In view of the Company's marginal net cash and cash equivalents, the amount of interest rates risk is not considered to be significant.

20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - continued

Market risk - continued

Interest rate risk - continued

The Company's financial assets are not significantly influenced by changes in interest rates since most holdings are equity and managed funds. A reasonably possible change in interest rates is not expected to have a significant effect on the fair value of fixed interest rate bonds.

Equity price risk

Equity price risk is the risk that the fair values of equities decrease as the result of changes in the levels of equity indices and the value of individual stocks.

The effect on the Statement of Comprehensive Income (as a result of a change in the fair value of equity instruments held at fair value through profit or loss at 30 April) due to a reasonably possible change in the Malta Stock Exchange index, with all other variables held constant is as follows:

	Change in equity price 0/0	Effect on profit before tax EUR'000
2016	4/-4	216/-216
2015	4/-4	176/-176

Fair value measurement

At 30 April 2016 and 2015, the carrying amounts of receivables, cash at bank, and payables approximated their fair values. Refer to Notes 10, 11 and 12 for fair value techniques and the following fair value measurement hierarchy of investment property, property plant and equipment, and financial assets at fair value through profit or loss.

Capital management

The primary objective of the Company's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust capital structure, the Company may adjust dividend payments to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or process during the year ended 30 April 2016 and 2015.

21. SHAREHOLDINGS

2016

a. Substantial direct interests

Shareholder		Number of shares	Nominal value of shareholding 13 OTR	Percentage shareholding %
Mercury plc		820,142	451,078	40.7
Mr. Anthony Demajo		137,687	75,728	6.8
Archdiocese of Malta		132,931	73,112	6.6
Rizzo Farrugia & Co (STK) Ltd obo clients		73,872	40,630	3.7
		1,164,632	640,548	57.8
Size of Shareholding	Shareholders number	Shareholders percentage	Shares number	Shares percentage
1 - 500	78	33.1	18,890	0.9
501 - 1,000	37	15.7	27,193	1.4
1,001 - 5,000	79	33.5	180,145	8.9
5,001 and over	42	17.7	1,788,670	88.8
	236	100	2,014,898	100

2015

Substantial direct interests a.

Shareholder		Number of shares	Nominal value of shareholding BillOngr	Percentage shareholding 0/0
Mercury plc		649,696	357,333	35.5%
Mr. Anthony Demajo Archdiocese of Malta		125,170	68,844 66.465	6.8% 6.6%
		120,846
Ms. Fabrizia Frendo Randon		95,888	52,738	5.2%
		991.600	545,380	54.1%
Size of Shareholding	Shareholders number	Shareholders percentage	Shares number	Shares percentage
1 - 500	76	32.2%	17,572	1.0%
501 - 1,000	35	14.8%	24,608	1.3%
1,001 - 5,000	87	36.9%	189,594	10.4%
5,001 and over	38	16.1%	1,599,942	87.3%
	236	100%	1,831,716	100%

NOTES TO THE FINANCIAL STATEMENTS - continued

22. RELATED PARTY TRANSACTIONS

The Company did not enter into any material transactions with related parties.

23. CONTINGENT LIABILITY

The Company has received a notice from the Commissioner of Inland Revenue pursuant to the exemption order of 4 September 2010, in which notice it is allegedly indicated that a tax balance of EUR155,156 is due. According to the Company's records, the amount claimed is under dispute in its entirety.

SANTUMAS SHAREHOLDINGS PLC Supplementary Statements for the year ended 30 April 2016

SUPPLEMENTARY STATEMENTS

	Statement Number
Operating Account	I
Investments	II
Analysis of Company Portfolio	III
Five Year Statements	IV
Five Year Key Figures and Ratios	V

OPERATING ACCOUNT

	2016	2015
	EUR	EUR
INVESTMENT INCOME
Dividends income	301,462	249,862
Interest income	21,398	30,290
Ground rents	29,975	28,759
Other interest and income	53,617	70,291
	406,452	379,202
ADMINISTRATIVE EXPENSES
Salary and NI contribution	39,135	38,762
Profit/ (Loss) on exchange		(188)
MFSA Collective Investment Scheme fees		3,000
Custodian fees		3,483
Malta Stock Exchange costs	4,048	4,119
Advertising and promotional expenses	4,701	6,070
Telecommunications	1,838	2,337
Water and electricity	1,365	1,630
Stationery and postages	2,561	2,730
Insurances	775	380
Professional and legal fees	13,819	77,867
Auditor's remuneration	12,514	12,144
Travelling expenses	7,163	6,448
Computer operating and leasing expenses	1,790	1,080
Annual registration fee	1,200	1,200
Sundry expenses	11,314	7,669
Depreciation of property, plant and equipment	5,870	4,670
	(108,093)	(173,401)
FINANCE COSTS	(130)	(282)
OPERATING PROFIT	298,229	205,519

INVESTMENTS

LOCAL QUOTED

Banks Bank of Valletta Plc HSBC Bank Malta Plc FIMBank Plc

Investment funds Amalgamated Investments Sicav Plc

Government Malta Government Stocks

Telecommunications Loqus Holdings Plc GO Plc

Breweries and beverages Simonds Farsons Cisk Plc

Insurance Middlesea Insurance Plc

Marina services Grand Harbour Marina Plc

Airlines and airports Malta Int. Airport Plc

Postal services MaltaPost Plc

Property Company Malta Properties Company

LOCAL UNQUOTED

Investment funds The Malta Development Fund Limited

Insurance Citadel Insurance Plc

ANALYSIS OF COMPANY PORTFOLIO

	2016 Market value I BIOTR	2016 % of total	2015 Market value I PIOIR	2015 0/0 of tota	2014 Market value CIUIR	2014 0/0 of total
PINANCIAL ASSETS
Included under Financial assets at fair value through profit and loss
Banks	1,998,980	20.07	1,748,853	23.05	1,496,594	21.04
Investment funds	1,704,227	17.11	1,392,985	18.36	1,476,151	20.76
Government stocks	338,835	3.40	343,090	4.52	270,000	3.80
Telecommunication services	429,898	4.32	351,001	4.63	247,149	3.48
Breweries and beverages	194,477	1.95	109,113	1.44	98,218	1.38
Insurance	312,441	3.14	180,141	2.37	139,999	1.97
Marine Services	12,600	0.13	13,300	0.18	12,740	0.18
Airlines and airports	261,000	2.62	207,600	2.74	134,520	1.89
Postal services	83,214	0.84	58,749	0.77	42,997	0.60
Property Company	70,091	0.70
Total financial assets	5,405,763	54.28	4,404,832	58.06	3,918,368	55.10
Included under Investment Properties and Property, plant and equipment
Development land	2,034,600	20.43	1,966,700	25.92	1,966,700	27.66
Land	458,200	4.60	448,400	2.91	448,400	6.31
Leasehold properties	28,600	0.59	62,800	0.83	62,800	0.88
Ground rents	1,895,652	19.03	612,692	8.08	619,300	8.71
Office	108,000	1.08	91,130	1.20	95,800	1.34
Total property	4,555,052	45.73	3,181,722	41.94	3,193,000	44.90
TOTAL PORTFOLIO	9,960,815	100	7,586,554	100	7,111,368	100.00
			2016	2015 0/0 of total		2014
			0/0 of total			0/0 of total
GEOGRAPHICAL DISTRIBUTION OF FINANCIAL ASSESS
Malta			100.00		100.00	100.00

FIVE YEAR STATEMENTS FOR THE YEARS ENDED 30 APRIL 2012 TO 30 APRIL 2016

INCOME STATEMENTS

	2016 BOOR	2015 BOR	2014 IDIOIR	2013 I cloirs	2012 I CloiR
Investments and similar income	406,452	379,202	360,650	242,586	256,626
Profit/(loss) before taxation	2,374,028	515,545	714,569	593,175	(202,336)
Taxation	(250,296)	(70,543)	(145,815)	(78,200)	(88,349)
Profit/(loss) for the year	2,123,752	445,002	568,754	514,975	(290,685)
STATEMENTS OF FINANCIAL POSITION
	2016 EUR	2015 FOTO R	2014 EUR	2013 BIOIR	2012 13 Of 3
Non-current assets Investment properties Property, plant and equipment Financial assets at fair value	4,447,052 108,000	3,090,592 91,130	3,097,200 95,800	2,456,160 99,158	2,429,086 93,313
through profit and loss	5,405,763	4,404,832	3,918,368	3,635,626	2,416,066
	9,960,815	7,586,554	7,111,368	6,190,944	4,938,465
Current assets Financial assets at fair value
through profit and loss Other current assets	576,194	657,151	743,094	1,125,253	2,125,486
576,194		657,151	743,094	1,125,253	2,125,486
Current liabilities	(193,026)	(175,208)	(193,046)	(171,326)	(458,157)
Net current assets	383,168	481,943	550,048	953,927	1,667,329
Non-current liabilities	(454,162)	(322,842)	(362,418)	(323,275)	(318,825)
Total equity	9,889,821	7,745,655	7,298,998	6,821,596	6,286,969

FIVE YEAR KEY FIGURES AND RATIOS FOR THE YEARS ENDED 30 APRIL 2012 TO 30 APRIL 2016

KEY FIGURES AND RATIOS

2016		2015	2014	2013	2012
Number of shares in issue			2,014,898 1,831,716 1,665,176 1,665,176		1,665,176
Earnings / (loss) per share (cents)2 105.4		22.09	34.16	30.93	(17.5)
21.68 Return on capital employed (%)3		5.77	7.79	7.55	(4.62)
Dividend cover (times)4
Net asset value per share (EUR)>	4.91	4.23	4.38	4.10	3.78

Notes

• 1 Actual number of shares in issue.
• Earnings per share is computed by dividing the profit((loss) for the year by the average shares in issue. Any ମଧ increase in shares by way of bonus issue is treated as having been in issue for the whole year and included in the EPS calculation of all earlier periods presented.
• 3 Return on capital employed is calculated by dividing the profit(loss) for the shareholders' funds at the end of the year.
• 4 Dividend cover is calculated by dividing the profit/(loss) for the year by the gross dividends for the year.
• 5 Net asset value per share is computed by dividing the net assets by the average number of shares in issue.