|
Consolidated Statement of Cash Flows
|
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Operating activities
|
|
|
|
|
|
Cash used in operating
activities
|
26
|
(4,195,006)
|
(2,209,744)
|
(1,112,899)
|
|
Interest
received
|
6
|
59
|
-
|
160,000
|
|
Other income
|
7
|
21,000
|
-
|
-
|
|
Interest paid
|
8
|
(552,944)
|
(427,701)
|
(153,816)
|
|
Tax paid
|
25
|
(584,052)
|
(161,086)
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in
operating activities
|
|
(5,310,943)
|
(2,798,531)
|
(1,106,715)
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
Purchase of investment
properties
|
12
|
(868,568)
|
(299,866)
|
-
|
|
Purchase of property,
plant, and equipment
|
10
|
(12,322,885)
|
(383,500)
|
-
|
|
Purchase of investment
in subsidiaries
|
13
|
(5,000)
|
-
|
(5,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in
investing activities
|
|
(13,196,453)
|
(683,366)
|
(5,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
Issue of share
capital
|
17
|
-
|
1,200
|
1,200
|
|
Increase in
shareholders’ contribution
|
21
|
350,000
|
-
|
-
|
|
Net movements in short
and long-term borrowings
|
22
|
19,265,802
|
2,983,080
|
11,679,641
|
|
Net movement in
shareholders’ loan
|
29
|
2,473,510
|
305,147
|
1,820,385
|
|
Net movement in amount
due from/to related parties
|
29
|
(3,211,186)
|
(312,671)
|
(12,386,443)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated
from financing activities
|
|
18,878,126
|
2,976,756
|
1,114,783
|
|
|
|
|
|
|
|
|
|
|
|
Movement in cash and
cash equivalents
|
|
370,730
|
(505,141)
|
3,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents at beginning of year
|
|
1,092,507
|
1,597,648
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents at end of year
|
27
|
1,463,237
|
1,092,507
|
3,068
|
The accountancy policies
and explanatory notes form an integral part of the consolidated and
separate financial statements.
Notes to the Consolidated Financial Statements
1.
Incorporation
Plan Group p.l.c., is a limited liability company
which is registered in Malta, was incorporated on 26 August 2022
and commenced trading operations as from that date.
Accordingly, the separate financial statements cover the period
from 26 August 2022 to 31 December 2023. The group has been formed
during the year ended 31 December 2023. The consolidated financial
statements are being prepared under the pooling of interest method
(predecessor accounting). Under this method, consolidated financial
statements items of the group for the period in which the
combination occurs and for any comparative periods disclosed are
included in the financial statements of the company (the acquirer)
as if they had been combined from the beginning of the earliest
period presented. Any difference between the amount recorded as
share capital issued plus any additional consideration in the form
of cash or other assets and the amount recorded for the share
capital acquired is adjusted against reserves.
2.
Accounting policies
The principal
accounting policies adopted in the preparation of these
consolidated and separate financial statements are set out
below. These policies have been consistently applied to all
the years presented, unless otherwise stated.
a.
Basis of preparation
These consolidated and
separate financial statements are prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union (EU) and comply with the Companies Act
(Cap.386). The consolidated and separate financial statements
have also been prepared in accordance with IFRS Standards adopted
by the European Union and therefore the Group consolidated
financial statements comply with Article 4 of the EU IAS
Consolidated Regulation.
The consolidated and
separate financial statements are prepared under the historical
cost convention, except for the revaluation of investment
properties that are measured at revalued amounts, as explained in
the accounting policies below. Historical cost is generally based
on the fair value of the consideration given in exchange for goods
and services.
i.
Use of estimates and judgements
In preparing the
consolidated and separate financial statements, the directors are
required to make judgements, 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 for in the year the changes become known.
Except for the below, in the opinion of the Board of Directors, the
accounting estimates, assumptions and judgements 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’.
The key assumptions
concerning the future and other key sources of estimation
uncertainty at the reporting date, that have a significant risk of
causing a material adjustment to the carrying amount of assets and
liabilities within the next financial year, are described
below.
Fair value of
investment properties
The Group and the
Company uses the services of professional valuers to revalue the
investment properties. The professional valuers take into account
the 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 highest and best use
of a non-financial asset takes into account the use of the asset
that is physically possible, legally permissible and financially
feasible, as follows:
|
-
|
A use that is
physically possible, takes into account the physical
characteristics of the asset that market participants would take
into account when pricing the asset (e.g. the location or size of a
property).
|
|
-
|
A use that is legally
permissible takes into account any legal restrictions on the use of
the asset that market participants would take into account when
pricing the asset (e.g. the zoning regulations applicable to a
property).
|
|
-
|
A use that is
financially feasible takes into account whether a use of the asset
that is physically possible and legally permissible generates
adequate income or cash flows (taking into account the costs of
converting the asset to that use) to produce an investment return
that market participants would require from an investment in that
asset put to that use.
|
As described in Notes 10
and 12, the Group and the Company uses valuation techniques that
include inputs that are not always based on observable market data
in order to estimate the fair value of investment properties. This
Note also provides detailed information regarding these valuation
methods and the key assumptions used in performing such
valuations.
However, in the opinion
of the Board of Directors, there are no areas involving a higher
degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements
.
ii.
New and amended IFRS Standards that are
effective for the current year
In 2023, the Company
adopted amendments to existing standards that are mandatory for the
Company’s accounting period beginning on 1 January 2023. The
adoption of these revisions to the requirements of IFRSs as adopted
by the EU did not result in substantial changes to the
Company’s accounting policies impacting the Company’s
financial performance and position.
iii.
New and revised IFRS Accounting Standards in
issue but not yet effective
The Group adopted new
standards, amendments and interpretations to existing standards
that are mandatory for the Group’s accounting period
beginning on 1 January 2024. The adoption of these revisions to the
requirements of IFRSs as adopted by the EU did not result in
substantial changes to the Group’s accounting
policies.
b.
Basis of consolidation
The Group’s
consolidated financial statements consolidate those of the parent
company and all of its subsidiaries as of 31 December 2023. The
subsidiaries have a reporting date of 31 December. Control is
achieved when the Company
|
•
|
has the power over the
investee
|
|
•
|
Is exposed, or has
rights, to variable returns from its involvement with the
investee
|
|
•
|
Has the ability to use
its power to affect its returns
|
The Company reassesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control listed above.
When the Company has
less than a majority of the voting rights of an investee, it
considers that it has power over the investee when the voting
rights are sufficient to give it the practical ability to direct
the relevant activities of the investee unilaterally. The Company
considers all relevant facts and circumstances in assessing whether
or not the Company’s voting rights in an investee are
sufficient to give it power, including:
|
•
|
The size of the
Company’s holding of voting rights relative to the size and
dispersion of holdings of the other vote holders
|
|
•
|
Potential voting rights
held by the Company, other vote holders or other parties
|
|
•
|
Rights arising from
other contractual arrangements
|
|
•
|
Any additional facts and
circumstances that indicate that the Company has, or does not have,
the current ability to direct the relevant activities at the time
that decisions need to be made, including voting patterns at
previous shareholder’s meetings.
|
Consolidation of a
subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the
subsidiary. Specifically, the results of subsidiaries acquired or
disposed of during the year are included in profit or loss from the
date the Company gains control until the date when the Company
ceases to control the subsidiary.
Where necessary,
adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group’s
accounting policies.
All intragroup assets
and liabilities, equity, income, expenses and cash flows relating
to transactions between the members of the Group are eliminated on
consolidation.
Non-controlling
interests in subsidiaries are identified separately from the
Group’s equity therein. Those interests of non-controlling
shareholders that are present ownership interests entitling their
holders to a proportionate share of net assets upon liquidation may
initially be measured at fair value or at the non-controlling
interests’ proportionate share of the fair value of the
acquiree’s identifiable net assets. The choice of measurement
is made on an acquisition-by-acquisition basis. Other
non-controlling interests are initially measured at fair value.
Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition
plus the non-controlling interests’ share of subsequent
changes in equity.
Profit or loss and each
component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the
owners of the Company and to the non-controlling interests even if
this results in the non-controlling interests having a deficit
balance.
Changes in the
Group’s interests in subsidiaries that do not result in a
loss of control are accounted for as equity transactions. The
carrying amount of the Group’s interests and the
non-controlling interests are adjusted to reflect the changes in
their relative interests in the subsidiaries. Any difference
between the amount by which the noncontrolling interests are
adjusted and the fair value of the consideration paid or received
is recognised directly in equity and attributed to the owners of
the Company.
When the Group loses
control of a subsidiary, the gain or loss on disposal recognised in
profit or loss is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the
fair value of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), less liabilities of the
subsidiary and any non-controlling interests. All amounts
previously recognised in other comprehensive income in relation to
that subsidiary are accounted for as if the Group had directly
disposed of the related assets or liabilities of the subsidiary
(i.e. reclassified to profit or loss or transferred to another
category of equity as required/permitted by applicable IFRS
Accounting Standards). The fair value of any investment retained in
the former subsidiary at the date when control is lost is regarded
as the fair value on initial recognition for subsequent accounting
under IFRS 9 Financial Instruments when applicable, or the
cost on initial recognition of an investment in an associate or a
joint venture.
c.
Revenue recognition
Revenue comprises the
fair value of the consideration received or receivable for the sale
of goods and services in the ordinary course of the company’s
activities. Revenue is shown net of value added tax, returns,
rebates and discounts. The company recognises revenue when
the amount of revenue can be reliably measured, it is probable that
future economic benefits will flow to the entity and when the
specific criteria have been met as described below.
To determine whether to
recognise revenue, the Group follows a 5-step process:
|
i.
|
Identifying the
contract with a customer
|
|
ii.
|
Identifying the
performance obligations
|
|
iii.
|
Determining the
transaction price
|
|
iv.
|
Allocating the
transaction price to the performance obligations
|
|
v.
|
Recognising revenue
when/as performance obligations are satisfied.
|
The Group and the
Company recognises revenue from the following major
sources:
|
i.
|
Sales of property are
recognised when the significant risks and rewards of ownership of
the property being sold effectively transferred to the buyer. This
is generally considered to occur at the later of the contract of
sale and the date when all the company’s obligations relating
to the property are completed and the possession of the property
can be transferred in the manner stipulated by the contract of
sale. Amounts received in respect of sales that have not yet been
recognised in the financial statements, due to the fact that the
significant risks and rewards of ownership still rest with the
company, are treated as payments received on account and presented
within trade and other payable.
|
|
ii.
|
Old people home
services are recognised over time when service is
provided.
|
|
iii.
|
Interest income is
recognized as it accrues unless collectability is in
doubt.
|
d.
Foreign currencies
Functional and
presentation currency
Items included in
the Group ’s
consolidated, and the Company’s separate financial statements
are measured using the currency of the primary economic environment
in which the entity operates. The Euro is the
Group ’s and the
Company’s functional and presentation currency.
Transactions and
balances
Foreign currency
transactions are translated into the functional currency (Euro)
using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation
at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the
consolidated statement of profit or loss and other comprehensive
income.
e.
Property, plant and equipment
Property, plant and
equipment, comprising land and building, improvement to premises,
furniture and fittings and equipment, are initially recorded at
cost and are subsequently stated at cost less depreciation.
Historical cost includes expenditure that is directly attributable
to the acquisition of items. Land and building are subsequently
shown at fair value, based on periodic valuations by professional
valuers, less subsequent depreciation for building.
Subsequent costs are
included in the asset’s carrying amount, or recognised as a
separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the
Group, and the cost of the item can be measured reliably. All
other repairs and maintenance are charged to the statement
of profit or loss and other comprehensive
income during the financial year in which
they are incurred.
Depreciation is
calculated on the straight-line method to allocate the cost of the
assets to their residual values over their estimated useful lives
as follows:
|
- Buildings
|
1.50%
|
|
- Improvement to
premises
|
5.00%
|
|
- Furniture and
fittings
|
10.00%
|
|
- Equipment
|
7.50% -
20.00%
|
Freehold land is not
depreciated as it is deemed to have an indefinite useful
life.
The assets’
residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting year.
Gains and losses on
disposal of property, plant and equipment are determined by
comparing proceeds with the carrying amount, and are taken into
account in determining operating profit.
An asset’s
carrying amount is written down immediately to its recoverable
amount if its carrying amount is greater than its estimated
recoverable amount (Accounting policy (j)).
f.
Leases
The Group as
lessee
The Group assesses
whether a contract is, or contains, a lease, at inception of the
contract. The Group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for short-term
leases (defined as leases with a lease term of 12 months or less)
and leases of low value assets (such as tablets and personal
computers, small items of office furniture and telephones). For
these leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the term of the
lease unless another systematic basis is more representative of the
time pattern in which economic benefits from the leased assets are
consumed.
The lease liability is
initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted by using the rate
implicit in the lease. If this rate cannot be readily determined,
the Group uses its incremental borrowing rate.
The incremental
borrowing rate depends on the term, currency and start date of the
lease and is determined based on a series of inputs including: the
risk-free rate based on government bond rates; a country-specific
risk adjustment; a credit risk adjustment based on bond yields; and
an entity-specific adjustment when the risk profile of the entity
that enters into the lease is different to that of the Group and
the lease does not benefit from a guarantee from the
Group.
Lease payments included
in the measurement of the lease liability comprise:
|
•
|
Fixed lease payments
(including in-substance fixed payments), less any lease incentives
receivable
|
|
•
|
Variable lease payments
that depend on an index or rate, initially measured using the index
or rate at the commencement date
|
|
•
|
The amount expected to
be payable by the lessee under residual value guarantees
|
|
•
|
The exercise price of
purchase options if the lessee is reasonably certain to exercise
the options
|
|
•
|
Payments of penalties
for terminating the lease, if the lease term reflects the exercise
of an option to terminate the lease
|
The lease liability is
presented as a separate line in the consolidated and separate
statement of financial position.
The lease liability is
subsequently measured by increasing the carrying amount to reflect
interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease
payments made.
The Group remeasures the
lease liability (and makes a corresponding adjustment to the
related right-of-use asset) whenever:
|
•
|
The lease term has
changed or there is a significant event or change in circumstances
resulting in a change in the assessment of exercise of a purchase
option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount
rate
|
|
•
|
The lease payments
change due to changes in an index or rate or a change in expected
payment under a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised lease payments
using an unchanged discount rate (unless the lease payments change
is due to a change in a floating interest rate, in which case a
revised discount rate is used)
|
|
•
|
A lease contract is
modified and the lease modification is not accounted for as a
separate lease, in which case the lease liability is remeasured
based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the
effective date of the modification
|
The Group did not make
any such adjustments during the periods presented.
The right-of-use assets
comprise the initial measurement of the corresponding lease
liability, lease payments made at or before the commencement day,
less any lease incentives received and any initial direct costs.
They are subsequently measured at cost less accumulated
depreciation and impairment losses
Whenever the Group
incurs an obligation for costs to dismantle and remove a leased
asset, restore the site on which it is located or restore the
underlying asset to the condition required by the terms and
conditions of the lease, a provision is recognised and measured
under IAS 37. To the extent that the costs relate to a right-of-use
asset, the costs are included in the related right-of-use asset,
unless those costs are incurred to produce inventories.
Right-of-use assets are
depreciated over the shorter period of lease term and useful life
of the right-of-use asset. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects
that the Group expects to exercise a purchase option, the related
right-of-use asset is depreciated over the useful life of the
underlying asset. The depreciation starts at the commencement date
of the lease.
The right-of-use assets
are presented as a separate line in the consolidated and separate
statement of financial position.
The Group applies IAS 36
to determine whether a right-of-use asset is impaired and accounts
for any identified impairment loss as described in the
‘Property, Plant and Equipment’ policy.
Variable rents that do
not depend on an index or rate are not included in the measurement
the lease liability and the right-of-use asset. The related
payments are recognised as an expense in the period in which the
event or condition that triggers those payments occurs and are
included in the line “Other expenses” in profit or
loss.
As a practical
expedient, IFRS 16 permits a lessee not to separate non-lease
components, and instead account for any lease and associated
non-lease components as a single arrangement. The Group has not
used this practical expedient. For contracts that contain a lease
component and one or more additional lease or nuclease components,
the Group allocates the consideration in the contract to each lease
component on the basis of the relative stand-alone price of the
lease component and the aggregate stand-alone price of the
non-lease components.
g.
Investment properties
Investment properties
are properties held to earn rentals or for capital appreciation or
both. Investment properties are recognized as an asset when it is
probable that the future economic benefits that are associated with
the investment properties will flow to the entity and the cost can
be measured reliably.
Investment properties
are initially measured at cost, including transaction costs, less
impairment losses. Subsequent to initial recognition, investment
properties are stated at fair value, which reflects market
conditions at the reporting date. Gains or losses arising from
changes in fair values of investment properties are included in
profit and loss in the period in which they arise, including the
corresponding tax effect. Fair values are determined by a
professionally qualified architect on the basis of market
values.
Investment properties
are derecognized either when they have been disposed of (i.e. at
the date the recipient obtains control) or when they are
permanently withdrawn from use and no future economic benefit is
expected from their disposal. The difference between the net
disposal proceeds and the carrying amount of the asset is
recognized in profit and loss in the period of derecognition. The
amount of consideration to be included in the gain or loss arising
from the derecognition of investment properties is determined in
accordance with the requirements for determining the transaction
price in IFRS 15.
Transfers are made to or
from investment properties only when there is a change in use. For
transfers from inventory to investment properties at fair value,
any difference between the fair value at the date of the transfer
and its previous carrying amount should be recognised in profit or
loss. For transfers from investment
property carried at fair value to inventory the fair value at the
change of use is the ‘cost’ of the property under its
new classification.
h.
Investments in subsidiaries
In the Company’s
separate financial statements, investments in subsidiaries are
accounted for by the cost method of accounting. The dividend
income from such investments is included in the statement of
profit or loss and other comprehensive
income. in the accounting year in which
the Company’s rights to receive payment of any dividend is
established. The Company gathers objective evidence that an
investment is impaired. On disposal of an investment, the
difference between the net disposal proceeds and the carrying
amount is charged or credited to the statement of
profit or loss and other comprehensive
income .
i.
Investments in associates
An associate is an
entity over which the Group and the Company has significant
influence and that is neither a subsidiary nor an interest in a
joint venture. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but is
not control or joint control over those policies.
The results and assets
and liabilities of associates are incorporated in these financial
statements using the equity method of accounting, except when the
investment is classified as held for sale, in which case it is
accounted for in accordance with IFRS 5.
Under the equity method,
an investment in an associate s recognized initially in the
consolidated and separate statement of financial position at cost
and adjusted thereafter to recognize the Group’s and the
Company’s share of the profit or loss and other comprehensive
income of the associate. When the Group’s and the
Company’s share of losses of an associate exceeds the
Group’s and the Company’s interest in that associate
(which includes any long-term interests that, in substance, form
part of the Group’s and the Company’s net investment in
the associate or joint venture), the Group and the Company
discontinue recognising its share of further losses. Additional
losses are recognised only to the extent that the Group and the
Company has incurred legal or constructive obligations or made
payments on behalf of the associate or joint venture.
An investment in an
associate is accounted for using the equity method from the date on
which the investee becomes an associate. On acquisition of the
investment in an associate, any excess of the cost of the
investment over the Group’s and the Company’s share of
the net fair value of the identifiable assets and liabilities of
the investee is recognised as goodwill, which is included within
the carrying amount of the investment. Any excess of the
Group’s and the Company’s share of the net fair value
of the identifiable assets and liabilities over the cost of the
investment, after reassessment, is recognised immediately in profit
or loss in the period in which the investment is
acquired.
If there is objective
evidence that the Group’s and the Company’s net
investment in an associate is impaired, the requirements of IAS 36
are applied to determine whether it is necessary to recognise any
impairment loss with respect to the Group’s and the
Company’s investment. When necessary, the entire carrying
amount of the investment (including goodwill) is tested for
impairment in accordance with IAS 36 as a single asset by comparing
its recoverable amount (higher of value in use and fair value less
costs of disposal) with its carrying amount. Any impairment loss
recognised is not allocated to any asset, including goodwill that
forms part of the carrying amount of the investment. Any reversal
of that impairment loss is recognised in accordance with IAS 36 to
the extent that the recoverable amount of the investment
subsequently increases.
The Group and
the Company discontinues the use of the equity method from the date
when the investment ceases to be an associate. When the Group and
the Company retains an interest in the former associate and the
retained interest is a financial asset, the Group and the Company
measures the retained interest at fair value at that date and the
fair value is regarded as its fair value on initial recognition in
accordance with IFRS 9. The difference between the carrying amount
of the associate at the date the equity method was discontinued,
and the fair value of any retained interest and any proceeds from
disposing of a part interest in the associate is included in the
determination of the gain or loss on disposal of the associate. In
addition, the Group and the Company accounts for all amounts
previously recognised in other comprehensive income in relation to
that associate on the same basis as would be required if that
associate had directly disposed of the related assets or
liabilities. Therefore, if a gain or loss previously recognised in
other comprehensive income by that associate would be reclassified
to profit or loss on the disposal of the related assets or
liabilities, the Group and the Company reclassifies the gain or
loss from equity to profit or loss (as a reclassification
adjustment) when the associate is disposed of.
When the Group and the
Company reduces its ownership interest in an associate or a joint
venture but the Group continues to use the equity method, the Group
and the Company reclassifies to profit or loss the proportion of
the gain or loss that had previously been recognised in other
comprehensive income relating to that reduction in ownership
interest if that gain or loss would be reclassified to profit or
loss on the disposal of the related assets or
liabilities.
When a Group and the
Company entity transacts with an associate of the Group and the
Company, profits and losses resulting from the transactions with
the associate are recognised in the Group’s and the
Company’s consolidated and separate financial statements only
to the extent of interests in the associate that are not related to
the Group and the Company.
The Group and the
Company applies IFRS 9, including the impairment requirements, to
long-term interests in an associate to which the equity method is
not applied and which form part of the net investment in the
investee. Furthermore, in applying IFRS 9 to long-term interests,
the Group and the Company does not take into account adjustments to
their carrying amount required by IAS 28 Investments in Associates
(i.e. adjustments to the carrying amount of long-term interests
arising from the allocation of losses of the investee or assessment
of impairment in accordance with IAS 28).
j.
Impairment of non-financial
assets
At each reporting date,
the Group and the Company reviews the carrying amounts of its
assets that have an indefinite useful life to determine whether
there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated to determine the extent of the
impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group and the
Company estimates the recoverable amount of the cash-generating
unit to which the asset belongs. When a reasonable and consistent
basis of allocation can be identified, corporate assets are also
allocated to individual cash-generating units, or otherwise they
are allocated to the smallest group of cash-generating units for
which a reasonable and consistent allocation basis can be
identified.
Recoverable amount is
the higher of fair value less costs of disposal and value in use.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset for which the estimates of
future cash flows have not been adjusted.
If the recoverable
amount of an asset (or cash-generating unit) is estimated to be
less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation decrease and to the
extent that the impairment loss is greater than the related
revaluation surplus, the excess impairment loss is recognised in
profit or loss.
Where an impairment loss
subsequently reverses, the carrying amount of the asset (or
cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset (or
cash-generating unit) in prior years. A reversal of an impairment
loss is recognised immediately in profit or loss to the extent that
it eliminates the impairment loss which has been recognised for the
asset in prior years. Any increase in excess of this amount is
treated as a revaluation increase.
k.
Inventories
Inventory represent
property held for resale, inventory held for resale, consumables
and works in progress and is measured at the lower of cost and net
realisable value. Cost comprises all costs of purchase and
other costs incurred in bringing the inventories to their present
location and condition. Net realisable value represents the
estimated selling price in the ordinary course of business less the
estimated costs necessary to make the sale.
l. Fair value measurement
The Group measures
non-financial assets such as investment properties at fair value at
each statement of financial position 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 by the Group. 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 Group uses valuation
techniques that are appropriate in the circumstances and for which
sufficient data are 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
consolidated and separate 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 input that is significant to
the fair value measurement is unobservable.
|
For assets and
liabilities that are recognised in the consolidated and separate
financial statements at fair value on a recurring basis, the Group
determines whether transfers have occurred between levels in the
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.
m.
Financial instruments
Financial assets and
financial liabilities are recognised in the Group’s
consolidated and separate statement of financial position when the
Group becomes a party to the contractual provisions of the
instrument.
Financial assets and
financial liabilities are initially measured at fair value, except
for trade receivables that do not have a significant financing
component which are measured at transaction price. Transaction
costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit
or loss.
i)
Financial assets
(a) Initial recognition and measurement
Financial assets are
classified, at initial recognition either at amortised cost, fair
value through other comprehensive income (“OCI”) or
fair value through profit or loss.
The classification of
financial assets at initial recognition depends on the financial
asset’s contractual cash flow characteristics and the
Group’s and Company’s business model for managing them.
With the exception of trade receivables that do not contain a
significant financing component, or for which the Group and the
Company has applied the practical expedient, the Group and the
Company initially measures a financial asset at its fair
value.
Trade and other
receivables that do not contain a significant financing component
or for which the Group and the Company has applied the practical
expedient are measured at the transaction price determined under
IFRS 15.
In order for a financial
asset to be classified and measured at amortised cost or fair value
through OCI, it needs to give rise to cash flows that are
‘solely payments of principal and interest (SPPI)’ on
the principal amount outstanding. This assessment is referred to as
the SPPI test and is performed at an instrument level.
The Group’s and
the Company’s business model for managing financial assets
refer to how it manages its financial assets in order to generate
cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the
financial assets, or both.
(b) Subsequent measurement
For purposes of
subsequent measurement, financial assets are classified in four
categories:
|
a)
|
Financial assets at
amortised cost;
|
|
b)
|
Financial assets at fair
value through OCI with recycling of cumulative gains and losses
(debt instruments);
|
|
c)
|
Financial assets
designated at fair value through OCI with no recycling of
cumulative gains and losses upon derecognition (equity
instruments);
|
|
d).
|
Financial assets at fair
value through profit or loss
|
The Group and the
Company does not hold any financial assets at fair value through
OCI, financial assets designated at fair value through OCI and
financial assets at fair value through profit or loss.
Financial assets at
amortised cost
The Group and the
Company measures financial assets at amortised cost if both of the
following conditions are met:
|
a)
|
The financial asset is
held within a business model with the objective to hold financial
assets in order to collect contractual cash flows; and
|
|
b)
|
The contractual terms of
the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal
amount outstanding.
|
Financial assets at
amortised cost are subsequently measured using the effective
interest rate (“EIR”) method and are subject to
impairment. Gains and losses are recognised in profit or loss when
the asset is derecognised, modified or impaired.
The Group’s and
the Company’s financial assets at amortised cost are trade
and other receivables which are expected to be received within 1
year from year end.
(c) Derecognition
A financial asset is
primarily derecognised when:
|
a)
|
The rights to receive
cash flows from the asset have expired; or
|
|
b)
|
The Group and the Company
has transferred its rights to receive cash flows from the asset, or
has assumed an obligation to pay the received cash flows in full
without material delay to a third party and either the Group and
the Company has transferred substantially all the risks and rewards
of the asset or the Group and the Company has neither transferred
nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
|
(d) Impairment
The Group and the
Company recognises an allowance for expected credit losses
(“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference
between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group and the Company
expects to receive, discounted at an approximate of the original
effective interest rate. The expected cash flows will include cash
flows from the sale of a collateral held or other credit
enhancements that are integral to the contractual terms.
For trade and other
receivables, the Group and the Company applies a simplified
approach in calculating ECLs. Therefore, the Group and the Company
does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. The
Group and the Company has established a provision matrix that is
based on its historical credit loss experience, adjusted for
forward-looking factors specific to debtors and the economic
environment.
The Group and the
Company considers a financial asset in default when contractual
payments are ninety (90) days past due. However, in certain cases,
the Group and the Company may also consider a financial asset to be
in default when internal or external information indicates that the
Group and the Company is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit
enhancements held by the Group and the Company. A financial asset
is written-off when there is no reasonable expectation of
recovering the contractual cash flows.
ii)
Financial liabilities and equity
a)
Classification as debt
or equity
Debt and equity
instruments are classified as either financial liabilities or as
equity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an
equity instrument.
b)
Equity
instruments
An equity instrument is
any contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity instruments
issued by the Group and the Company are recognised at the proceeds
received, net of direct issue costs.
Repurchase of the
Group’s and the Company’s own equity instruments is
recognised and deducted directly in equity. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or
cancellation of the Group’s and the Company’s own
equity instruments.
c)
Financial
liabilities
All financial
liabilities are measured subsequently at amortised cost using the
effective interest method or at FVTPL.
However, financial
liabilities that arise when a transfer of a financial asset does
not qualify for derecognition or when the continuing involvement
approach applies, and financial guarantee contracts issued by the
Group, are measured in accordance with the specific accounting
policies set out below.
Financial liabilities
at FVTPL
Financial liabilities
are classified as at FVTPL when the financial liability is (i)
contingent consideration of an acquirer in a business combination,
(ii) held for trading or (iii) it is designated as at
FVTPL.
A financial liability
is classified as held for trading if either:
|
•
|
It has been acquired
principally for the purpose of repurchasing it in the near
term.
|
|
•
|
On initial recognition
it is part of a portfolio of identified financial instruments that
the Group manages together and has a recent actual pattern of
short-term profit-taking.
|
|
•
|
It is a derivative,
except for a derivative that is a financial guarantee contract or a
designated and effective hedging instrument.
|
A financial liability
other than a financial liability held for trading or contingent
consideration of an acquirer in a business combination may be
designated as at FVTPL upon initial recognition if
either:
|
•
|
Such designation
eliminates or significantly reduces a measurement or recognition
inconsistency that would otherwise arise
|
|
•
|
The financial liability
forms part of a group of financial assets or financial liabilities
or both, which is managed and its performance is evaluated on a
fair value basis, in accordance with the Group’s documented
risk management or investment strategy, and information about the
grouping is provided internally on that basis
|
|
•
|
It forms part of a
contract containing one or more embedded derivatives, and IFRS 9
permits the entire combined contract to be designated as at
FVTPL
|
Financial liabilities at
FVTPL are measured at fair value, with any gains or losses arising
on changes in fair value recognised in profit or loss to the extent
that they are not part of a designated hedging relationship. The
net gain or loss recognised in profit or loss incorporates any
interest paid on the financial liability and is included in the
‘Other gains and losses’ line item in profit or
loss.
However, for financial
liabilities that are designated as at FVTPL, the amount of change
in the fair value of the financial liability that is attributable
to changes in the credit risk of that liability is recognised in
other comprehensive income, unless the recognition of the effects
of changes in the liability’s credit risk in other
comprehensive income would create or enlarge an accounting mismatch
in profit or loss. The remaining amount of change in the fair value
of liability is recognised in profit or loss. Changes in fair value
attributable to a financial liability’s credit risk that are
recognised in other comprehensive income are not subsequently
reclassified to profit or loss; instead, they are transferred to
retained earnings upon derecognition of the financial liability.
Gains or losses on financial guarantee contracts issued by the
Group and the Company that are designated by the Group and the
Company as at FVTPL are recognised in profit or loss.
n.
Cash and cash equivalents
Cash and cash
equivalents are carried in the consolidated and separate statement
of financial position at face value. For the purposes of the consolidated and separate statement of
cash flows, cash and cash equivalents comprise cash in hand and
deposits held at call with banks.
o.
Current and deferred taxation
The tax expense for the
year comprises current and deferred taxation.
Taxation is recognised
in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In
this case, the tax is also recognised in other comprehensive income
or equity, respectively.
Current
tax is based on the taxable result for the year. The taxable result
for the year differs from the results as reported in profit or loss
because it excludes items which hare non-assessable or disallowed
and it further excludes items that are taxable or deductible in
other years. Current tax also includes any tax arising from
dividends. It is calculated using the tax rates that have enacted
or substantively enacted by the end of the reporting year, and any
adjustments in relation to the prior years.
Deferred taxation is
provided using the liability method, for all temporary differences
arising between the tax bases of assets and liabilities and their
carrying values for financial reporting purposes. Deferred taxation
is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting year and are
expected to apply when the related deferred tax asset is realised
or the deferred tax liability is settled. Deferred tax assets are
recognised only to the extent that it is probable that future
taxable profits will be available against which the temporary
differences can be utilised.
p. Employee benefits
The Group and the
Company contribute towards the state pension in accordance with
local legislation. The only obligation is to make the required
contributions. Costs are expensed in the year in which they are
incurred.
q.
Borrowing costs
Borrowing costs include
the costs incurred in obtaining external financing. Borrowing costs
directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily
take a substantial year of time to get ready for their intended use
or sale, are capitalised from the time that expenditure for these
assets and borrowing costs are being incurred and activities that
are necessary to prepare these assets for their intended use or
sale are in progress.
Borrowing costs are
capitalised until such time as the assets are substantially ready
for their intended use or sale. Borrowing costs are suspended
during extended years in which active development is interrupted.
All other borrowing costs are recognised as an expense in profit or
loss in the year in which they are incurred.
r.
Share capital and dividends
Ordinary shares are
classified as equity. Incremental costs directly attributable to
the issue of new shares are shown in equity as a deduction, net of
tax, from the proceeds.
Dividend distribution
to the Company’s shareholders is recognised as a liability in
the Company’s financial statements in the period in which the
dividends are approved by the Company’s shareholders
.
s.
Related parties
Parties are considered
to be related if one party has the ability, directly or indirectly,
to control the other party or exercise significant influence over
the other party in making financial and operating decisions.
Parties are also considered to be related if they are subject to
common control or common significant influence. Related parties may
be individuals or corporate entities. Related party accounts are
carried at cost, net of any impairment charge.
3. Revenue
|
The
Group
|
The Group
|
The
Company
|
|
2023
|
2022
|
Aug22-Dec23
|
|
€
|
€
|
€
|
|
|
|
|
|
Sale of inventory
properties
|
7,537,473
|
2,310,240
|
-
|
|
Revenue from old people
homes
|
5,514,750
|
5,286,458
|
-
|
|
Rental income
|
60,000
|
60,000
|
-
|
|
Management
fee
|
-
|
-
|
65,000
|
|
|
|
|
|
|
|
|
|
13,112,223
|
7,656,698
|
65,000
|
|
|
|
|
The above fall under
IFRS 15 and are recognised as follows:
Timing of revenue
recognition
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
At a point in
time
|
|
|
|
|
Sale of inventory
properties
|
7,537,473
|
2,310,240
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Over
time
|
|
|
|
|
Revenue from old people
homes
|
5,514,750
|
5,286,458
|
-
|
|
Rental income
|
60,000
|
60,000
|
-
|
|
Management
fee
|
-
|
-
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
5,574,750
|
5,346,458
|
65,000
|
|
|
|
|
|
4. Profit of the year
Profit for the year has
been arrived after charging:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Depreciation of
property, plant and equipment (Note 10)
|
340,010
|
265,169
|
-
|
|
Amortisation of
right-of-use assets (Note 11)
|
8,916
|
-
|
-
|
|
Staff costs (Note
5)
|
3,152,875
|
2,806,767
|
6,682
|
|
Directors’
fees
|
5,159
|
-
|
5,159
|
|
Auditor’s
remuneration
|
19,150
|
11,580
|
5,000
|
|
Cost of sales
|
4,906,248
|
2,284,198
|
-
|
|
Other
expenses
|
773,624
|
791,559
|
49,367
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales
and administrative expenses
|
9,205,982
|
6,159,273
|
66,208
|
|
|
|
|
|
Auditor’s
fees
Fees charged by the
auditor for the services rendered during the financial years ended
31 December 2023 and 2022 relate to the following:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Audit fee
|
19,150
|
11,580
|
5,000
|
|
Tax compliance and
advisory services
|
7,260
|
4,260
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
26,410
|
15,840
|
7,500
|
|
|
|
|
|
5.
Staff costs
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Wages and
salaries
|
2,930,607
|
2,613,871
|
6,269
|
|
Social security
costs
|
222,268
|
192,896
|
413
|
|
|
|
|
|
|
|
|
|
|
|
|
3,152,875
|
2,806,767
|
6,682
|
|
|
|
|
|
Average number of
full-time equivalents employed by the Group and the Company during
the year is 175 (2022:197).
6.
Investment income
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Interest receivable on
bank balances
|
59
|
-
|
-
|
|
Interest receivable on
amounts due from subsidiaries
|
-
|
-
|
160,000
|
|
|
|
|
|
|
|
|
|
|
|
|
59
|
-
|
160,000
|
|
|
|
|
|
7.
Other income
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Income from assignment
of property on
promise of
sale
|
21,000
|
-
|
-
|
|
|
|
|
|
8.
Finance costs
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Interest payable on bank
loans
|
399,128
|
427,701
|
-
|
|
Interest payable on debt
securities in issue
|
73,726
|
-
|
73,726
|
|
Amortisation of debt
securities in issue costs
|
80,090
|
-
|
80,090
|
|
Finance costs –
lease liability
|
24,520
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
577,464
|
427,701
|
153,816
|
|
|
|
|
|
9.
Income tax
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Current tax:
|
|
|
|
|
At 5%
|
131,842
|
86,379
|
-
|
|
At 8%
|
366,291
|
42,160
|
-
|
|
At 15%
|
1,658
|
-
|
-
|
|
At 35%
|
31,145
|
51,714
|
1,741
|
|
Deferred tax credit for
the year
(Note 24)
|
(359,343)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
171,593
|
180,253
|
1,741
|
|
|
|
|
|
The tax expense and the
result of accounting profit multiplied by the statutory domestic
income tax rate is reconciled as follows:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Profit
before tax
|
6,612,055
|
1,069,724
|
3,267,195
|
|
|
|
|
|
|
|
|
|
|
|
Tax on accounting profit
at 35% thereon
|
2,314,220
|
374,403
|
1,143,518
|
|
|
|
|
|
|
Tax effect
of:
|
|
|
|
|
Income not subject to
tax
|
(1,141,777)
|
-
|
(1,141,777)
|
|
Income subject to
reduced tax rates of tax
|
(643,836)
|
(142,120)
|
-
|
|
Non-allowable
expenses
|
46,819
|
28,749
|
-
|
|
Tax credits
|
(123,241)
|
(54,706)
|
-
|
|
Other
differences
|
78,751
|
(26,073)
|
-
|
|
Movement in deferred
tax
|
(359,343)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
171,593
|
180,253
|
1,741
|
|
|
|
|
|
|
|
|
|
|
10.
Property, plant and equipment
|
Land
and
|
Improvement
|
Furniture
and
|
|
|
|
buildings
|
to
premises
|
fittings
|
Equipment
|
Total
|
|
|
|
|
|
|
|
€
|
€
|
€
|
€
|
€
|
|
|
|
|
|
|
|
At 1 January
2022
|
|
|
|
|
|
|
Cost/fair
value
|
12,965,362
|
-
|
-
|
3,279,918
|
16,245,280
|
|
Accumulated
depreciation
|
-
|
-
|
-
|
(491,988)
|
(491,988)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book
amount
|
12,965,362
|
-
|
-
|
2,787,930
|
15,753,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements for year
ended 31 December
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening net book
amount
|
12,965,362
|
-
|
-
|
2,787,930
|
15,753,292
|
|
Additions
|
-
|
383,500
|
-
|
-
|
383,500
|
|
Depreciation
charge
|
-
|
(19,175)
|
-
|
(245,994)
|
(265,169)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing net book
amount
|
12,965,362
|
364,325
|
-
|
2,541,936
|
15,871,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2022
|
|
|
|
|
|
|
Cost/fair
value
|
12,965,362
|
383,500
|
-
|
3,279,918
|
16,628,780
|
|
Accumulated
depreciation
|
-
|
(19,175)
|
-
|
(737,982)
|
(757,157)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book
amount
|
12,965,362
|
364,325
|
-
|
2,541,936
|
15,871,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements for year
ended 31 December
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening net book
amount
|
12,965,362
|
364,325
|
-
|
2,541,936
|
15,871,623
|
|
Additions
|
9,279,303
|
28,351
|
2,431,393
|
4,216,214
|
15,955,261
|
|
Depreciation
charge
|
(11,897)
|
(20,184)
|
(20,262)
|
(285,420)
|
(337,763)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing net book
amount
|
22,232,768
|
372,492
|
2,411,131
|
6,472,730
|
31,489,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2023
|
|
|
|
|
|
|
Cost/fair
value
|
22,244,665
|
411,851
|
2,431,393
|
7,496,132
|
32,584,041
|
|
Accumulated
depreciation
|
(11,897)
|
(39,359)
|
(20,262)
|
(1,023,402)
|
(1,094,920)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book
amount
|
22,232,768
|
372,492
|
2,411,131
|
6,472,730
|
31,489,121
|
|
|
|
|
|
|
11.
Right-of-use assets
|
|
Land
|
|
|
€
|
|
Cost
|
|
|
|
|
|
At 1 January
2022
|
-
|
|
Additions
|
7,169,178
|
|
|
|
|
|
|
|
At 31 December
2022
|
7,169,178
|
|
|
|
|
|
|
|
At 1
January 2023
|
7,169,178
|
|
|
|
|
|
|
|
At 31 December
2023
|
7,169,178
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
At 1 January
2022
|
-
|
|
Depreciation
charge
|
80,252
|
|
|
|
|
|
|
|
At 31 December
2022
|
80,252
|
|
|
|
|
|
|
|
At 1
January 2023
|
80,252
|
|
Depreciation
charge
|
107,003
|
|
|
|
|
|
|
|
At 31 December
2023
|
187,255
|
|
|
|
|
Carrying
amount
|
|
|
At 31 December
2022
|
7,088,926
|
|
|
|
|
|
|
|
At 31 December
2023
|
6,981,923
|
|
|
|
The Group leases land.
The remaining lease term is 66 years.
Amounts recognised in
profit and loss
|
|
2023
|
2022
|
|
|
€
|
€
|
|
|
|
|
|
Amortisation expense on
right-of-use assets
|
8,916
|
-
|
|
Interest expense on
lease liabilities
|
24,520
|
-
|
12.
Investment properties
|
2023
|
2022
|
|
€
|
€
|
|
Movements for the
year ended 31 December
|
|
|
|
Opening net book
amount
|
566,885
|
-
|
|
Additions
|
1,186,373
|
566,885
|
|
Revaluation
|
6,870,450
|
-
|
|
Depreciation
|
(2,248)
|
-
|
|
|
|
|
|
|
|
Closing net book
amount
|
8,621,460
|
566,885
|
|
|
|
|
|
|
|
At 31
December
|
|
|
|
Cost/fair
value
|
8,623,708
|
566,885
|
|
Accumulated
depreciation
|
(2,248)
|
-
|
|
|
|
|
|
|
|
Net book
amount
|
8,621,460
|
566,885
|
|
|
|
13.
Investments in subsidiaries
|
The
Company
|
Aug22-Dec23
|
|
€
|
|
Movements for the
year ended 31 December
|
|
|
Opening net book
amount
|
-
|
|
Additions
|
15,149,116
|
|
|
|
|
|
Closing net book
amount
|
15,149,116
|
|
|
|
|
|
At 31
December
|
|
|
Cost/net book
amount
|
15,149,116
|
|
|
The subsidiaries, all of
which are unlisted at 31 December are shown below:
|
|
|
|
Percentage
of
shares
held
|
|
Name
|
Registered
office
|
Principal
activities
|
|
|
|
|
Aug22-Dec23
|
|
|
|
|
|
|
|
|
Golden Care Limited
(C89549)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Operation of elderly
care home
|
100%
|
|
|
|
|
|
|
|
|
Plan
Property Holdings Limited (C70860)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Holding of investment
property and management of elderly care home
|
100%
|
|
|
|
|
|
|
|
|
Plan Property Holdings
2 Limited (C85298)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Holding of investment
property
|
100%
|
|
|
|
|
|
|
|
|
Plan C&T Services
Limited (C102262)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Operation of elderly
care home
|
100%
|
|
|
|
|
|
|
|
|
Plan Developments
Limited (C89550)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Holding of property for
development and resale
|
100%
|
|
|
|
|
|
|
|
|
Plan (Mosta) Limited
(C96506)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Holding of property for
development and resale
|
80%
|
|
|
|
|
|
|
|
|
Plan (BBG) Limited
(C106559)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Holding of property for
development and resale
|
100%
|
|
14.
Investments in associates
|
The Group and
Company
|
2023/
Aug22-Dec23
|
|
€
|
|
Movements for the
year ended 31 December
|
|
|
Opening net book
amount
|
-
|
|
Additions
|
7,914,837
|
|
Share of
profits
|
3,262,219
|
|
|
|
|
|
Closing net book
amount
|
11,177,056
|
|
|
|
|
|
At 31
December
|
|
|
Cost/net book
amount
|
11,177,056
|
|
|
The associate which is
unlisted at 31 December is shown below:
|
|
|
|
Percentage
of
shares
held
|
|
Name
|
Registered
office
|
Principal
activities
|
|
|
|
|
Aug22-Dec23
|
|
|
|
|
|
|
|
|
Gap Group Investments
(II) Limited (C75856)
|
PLAN Group Head Office,
Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar
|
Holding
company
|
33.33%
|
|
The summary information
represents amounts included in the IFRS financial statements of the
associate, not the entity’s share of these amount, although
they are adjusted to reflect fair value adjustments upon
acquisition or accounting policy alignments.
Summarised financial
information in respect of the Group’s associates is set out
below. The summarised financial information below represents
amounts in associate’s financial statements prepared in
accordance with IFRS Accounting Standards as adopted by the
EU.
|
Gap Group Investments
(II) Limited
|
|
2023
|
2022
|
|
€
|
€
|
|
|
|
|
Current
assets
|
82,115,771
|
106,833,349
|
|
Non-current
assets
|
13,913,680
|
19,089,688
|
|
Current
liabilities
|
(36,051,762)
|
(38,375,436)
|
|
Non-current
liabilities
|
(26,446,522)
|
(45,352,367)
|
|
|
|
|
|
|
|
Equity attributable to
owners of the Company
|
33,531,167
|
42,195,234
|
|
|
|
|
|
|
|
Non-controlling
interest
|
-
|
-
|
|
|
|
|
|
|
|
|
Revenue
|
42,763,849
|
29,496,100
|
|
|
|
|
|
|
|
Profit for the
year
|
9,655,795
|
5,051,607
|
|
|
|
|
|
|
|
Other comprehensive
income/(loss) attributable to
|
135,382
|
(359,250)
|
|
the owners of the
Company
|
|
|
|
|
|
|
|
|
|
Total Comprehensive
income
|
9,791,177
|
4,692,357
|
|
|
|
|
|
|
|
Dividends received from
associate during the year
|
-
|
-
|
|
|
|
15.
Inventories
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Property held for
resale
|
15,291,577
|
3,415,036
|
-
|
|
Inventory held for
resale
|
2,929,248
|
2,929,248
|
-
|
|
Consumables
|
84,807
|
57,264
|
-
|
|
Works in
progress
|
-
|
3,632,376
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
18,305,632
|
10,033,924
|
-
|
|
|
|
|
|
16.
Trade and other receivables
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Non-current
|
|
|
|
|
Amounts due from related
parties
(Note
i)
|
-
|
1,000,000
|
12,678,511
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
Trade receivables (Note
iii)
|
1,533,475
|
1,417,281
|
-
|
|
Amounts due from related
parties
(Note ii)
|
3,964,020
|
130,656
|
1,727,115
|
|
Other
receivables
|
1,384,277
|
1,527,250
|
1,268,652
|
|
Prepayments and accrued
income
|
248,662
|
305,870
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
7,130,434
|
3,381,057
|
2,995,767
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
i.
|
Amount due from related
parties are unsecured, interest free and it is not repayable within
the next twelve months from the consolidated and separate statement
of financial position date.
|
|
ii.
|
Amounts due from related
parties are unsecured, interest free and are repayable on
demand.
|
|
iii.
|
The average credit
period on sales of services is 60 days.
|
17.
Share capital
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Authorised
|
|
|
|
|
NIL (2022: 1,200)
Ordinary Shares of €1 each
|
-
|
1,200
|
-
|
|
23,999,999 (2022: NIL)
Ordinary A Shares of €1 each
|
23,999,999
|
-
|
23,999,999
|
|
1 (2022: NIL) Ordinary B
Shares of €1
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000,000
|
1,200
|
24,000,000
|
|
|
|
|
|
|
|
|
|
|
|
Issued and fully paid
up
|
|
|
|
|
NIL (2022: 1,200)
Ordinary Shares of €1 each
|
-
|
1,200
|
-
|
|
23,060,153 (2022: NIL)
Ordinary A Shares of €1 each
|
23,060,153
|
-
|
23,060,153
|
|
1 (2022: NIL) Ordinary B
Shares of €1
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
23,060,154
|
1,200
|
23,060,154
|
|
|
|
|
|
|
|
|
|
|
18.
Other reserve
Other reserve has been
created on merger of the group. Any differences between the amount
recorded as share capital issued plus any additional consideration
in the form of cash or other assets and the amount recorded for the
share capital acquired is adjusted against this reserve. The other
reserve is not available for distribution to the
shareholders.
19.
Revaluation reserve
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
|
|
|
|
Opening
balance
|
7,590,006
|
7,590,006
|
-
|
|
Revaluation, net of
deferred taxation
|
4,465,792
|
-
|
-
|
|
Issue of share
capital
|
(7,590,006)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Closing
balance
|
4,465,792
|
7,590,006
|
-
|
|
|
|
|
|
|
|
|
|
|
The revaluation reserve
has been created after a valuation of land net of deferred
taxation. The revaluation reserve is not available for distribution
to the shareholders.
20.
Retained earnings
The Group and the
Company’s retained earnings represent accumulated profits and
losses since incorporation date.
21.
Shareholders’ contribution
|
|
2023
|
2022
|
|
|
€
|
€
|
|
Shareholders’
contribution
|
850,000
|
500,000
|
|
|
|
|
The shareholders’
contribution represents contributions from the beneficiary owners
to finance its operations.
This amount is
unsecured, interest free and is repayable at the option of the
Company.
22.
Interest-bearing borrowings
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Non-current
|
|
|
|
|
Bank loans
|
20,758,531
|
11,510,846
|
-
|
|
Debt securities in
issue
|
11,679,641
|
-
|
11,679,641
|
|
|
|
|
|
|
|
|
|
|
|
|
32,438,172
|
11,510,846
|
11,679,641
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
Bank loans
|
828,848
|
2,490,372
|
-
|
|
Bank
overdraft
|
126,596
|
65,713
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
955,444
|
2,556,085
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
33,393,616
|
14,066,931
|
11,679,641
|
|
|
|
|
|
|
|
|
|
|
Note:
Golden Care Limited has
a bank overdraft of €126,596 (2022: €NIL) which bears
interest at 4.00%.
Plan Property Holdings
Limited has a bank loan of €8,846,799 (2022: €9,383,593)
which bears interest at 4.00% (2022: 4.00%). Except for the amount
of €646,075 (2022: €614,931), the loan is not repayable
within the next twelve months from the consolidated and separate
statement of financial position date.
Plan C&T Services
Limited has a bank loan of €10,430,580 (2022: €2,742,184)
which bears interest at 3.50% (2022: 3.50%). Except for the amount
of €182,773 (2022: €NIL), the loan is not repayable
within the next twelve months from the consolidated and separate
statement of financial position date.
Plan Developments
Limited has a bank loan of €910,000 (2022: €NIL) which
bears interest at 4.65%. The loan is not repayable within the next
twelve months from the consolidated and separate statement of
financial position date.
Plan (Mosta) Limited has
a bank loan of €1,400,000 (2022: €1,875,441) which bears
interest at 4.25% (2022: 4.00%). The loan is not repayable within
the next twelve months from the consolidated and separate statement
of financial position date.
The bank loans are
secured by special and general hypothecs over the group’s
assets and guarantees given by the shareholders.
Apart from the above
bank borrowings, the Group has undrawn loan facilities amounting to
€2,370,000 (2022: €NIL).
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Non-current
|
|
|
|
|
5.75% Secured Bonds
2028
|
11,679,641
|
-
|
11,679,641
|
|
|
|
|
|
|
|
|
|
|
By virtue of a
prospectus dated 8 November 2023, PLAN GROUP P.L.C. (the issuer)
issued €12,000,000 secured bonds with a face value of
€100 each. The bonds have a coupon interest of 5.75% which is
payable annually on 23 November of each year. The bonds are
redeemable at par and are due for redemption on 23 November 2028,
unless they are previously re-purchased. The bonds are guaranteed
by Plan (BBG) Limited, which has bound itself for the payment of
the bonds and interest thereon, pursuant to and subject to the
terms and conditions in the Prospectus. The bonds have been
admitted to the Stock exchange on 29 November 2023. The quoted
market price as at 31 December 2023 for the bonds was €101. In
the opinion of the directors, this market price fairly represent
the fair value of these financial liabilities.
The bonds are measured
at the amount of the net proceeds adjusted for the amortisation of
the difference between the net proceeds and the redemption value of
such bonds, using the effective interest rate as
follows:
|
The Group and
Company
|
|
|
|
2023
/ Aug22-Dec23
|
|
|
€
|
|
Original face value of
the bonds issued
|
12,000,000
|
|
|
|
|
|
|
|
Bond issue
costs
|
(400,449)
|
|
Accumulated
amortisation
|
80,090
|
|
|
|
|
|
|
|
Unamortised bond issue costs
|
(320,359)
|
|
|
|
|
|
|
|
Amortised costs and
closing carrying amount of the debt securities in
issues
|
11,679,641
|
|
|
|
|
|
|
23.
Trade and other payables
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Non-current
|
|
|
|
|
Amounts
due to related parties (Note)
|
-
|
1,615,639
|
2,019,183
|
|
Other
payables
|
394,867
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
394,867
|
1,615,639
|
2,019,183
|
|
|
|
|
|
|
|
|
|
|
Amounts due to related
parties are unsecured, interest free and is not repayable before
twelve months from the date of the reporting year.
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Current
|
|
|
|
|
Trade payables
|
938,034
|
385,438
|
76,700
|
|
Other payables
|
299,000
|
1,009,518
|
-
|
|
Amounts due to related
parties (Note)
|
2,038,769
|
800,952
|
-
|
|
Amounts due to
shareholders (Note)
|
1,941,491
|
271,782
|
1,820,384
|
|
Accruals
|
3,857,978
|
724,999
|
80,261
|
|
|
|
|
|
|
|
|
|
|
|
|
9,075,272
|
3,192,689
|
1,977,345
|
|
|
|
|
|
Amounts due to related
parties and shareholders are unsecured, interest free and are
repayable on demand.
24.
Deferred taxation
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
At beginning of
year
|
-
|
-
|
-
|
|
Credit to profit or loss
(Note 9)
|
(359,343)
|
-
|
-
|
|
Charge to other
comprehensive income
|
2,404,658
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
At end of year
|
2,045,315
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred tax is analysed
as follows:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Net deferred tax asset
at:
|
|
|
|
|
Unabsorbed capital
allowances
|
(359,343)
|
-
|
-
|
|
Fair value movement on
investment property
|
2,404,658
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
At end of
year
|
2,045,315
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
25.
Current taxation
Income tax payable is
made up as follows:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Balance at 1
January
|
51,714
|
32,547
|
-
|
|
|
|
|
|
|
Current tax
charge
for the year (Note
9)
|
530,935
|
180,253
|
1,741
|
|
Tax paid
|
(584,052)
|
(161,086)
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31
December
|
(1,403)
|
51,714
|
1,741
|
|
|
|
|
|
26.
Cash used in operations
Reconciliation of
operating profit/(loss) to cash used in operations:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
|
|
|
|
|
Operating
profit/(loss)
|
3,906,241
|
1,497,425
|
(1,208)
|
|
|
|
|
|
|
Adjustment
for:
|
|
|
|
|
Amortisation of
right-of-use assets
(Note 11)
|
8,916
|
-
|
-
|
|
Depreciation of
property, plant and equipment (Notes 10)
|
337,762
|
265,169
|
-
|
|
Depreciation of
investment property (Notes 12)
|
2,248
|
-
|
-
|
|
|
|
|
|
|
Changes in working
capital:
|
|
|
|
|
Inventories
|
(11,904,084)
|
(3,957,487)
|
-
|
|
Trade and other
receivables
|
83,987
|
(1,302,193)
|
(1,268,652)
|
|
Trade and other
payables
|
3,369,924
|
1,287,342
|
156,961
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in
operations
|
(4,195,006)
|
(2,209,744)
|
(1,112,899)
|
|
|
|
|
|
|
|
|
|
|
The Group’s
principal non-cash transaction during the year ended 31 December
2023, related to the increase of share capital through the
capitalisation of reserves amounting to
€23,058,954.
27.
Cash and cash equivalents
For the purposes of the
consolidated and separate statement of cash flows, the cash and
cash equivalents at the end of the year comprise the
following:
|
|
The
Group
|
The Group
|
The
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in
hand
|
|
|
|
|
Bank
overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31
December
|
1,463,237
|
1,092,507
|
3,068
|
|
|
|
|
|
28.
Lease Liability
|
|
|
|
|
|
2023
|
2022
|
|
|
€
|
€
|
|
|
|
|
|
Maturity
Analysis
|
|
|
|
|
|
|
|
Year 1
|
(174,007)
|
(244,238)
|
|
Year 2
|
(174,468)
|
(174,007)
|
|
Year 3
|
(174,621)
|
(174,468)
|
|
Year 4
|
(174,440)
|
(174,621)
|
|
Year 5
|
(173,893)
|
(174,440)
|
|
Onwards
|
8,471,612
|
8,297,719
|
|
|
|
|
|
|
|
|
|
|
7,600,183
|
7,355,945
|
|
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
2023
|
2022
|
|
|
€
|
€
|
|
Non-current
|
7,470,183
|
7,305,945
|
|
Current
|
130,000
|
50,000
|
|
|
|
|
|
|
|
|
|
|
7,600,183
|
7,355,945
|
|
|
|
|
|
|
|
|
29.
Related party transactions and ultimate beneficiary
owner
Year end balances due
from or to shareholders and related parties are disclosed in notes
16 and 23 to these consolidated and separate financial
statements.
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Non-current
|
|
|
|
|
Amounts due from
subsidiaries
|
-
|
-
|
10,659,328
|
|
Amounts due from other
related parties
|
-
|
1,000,000
|
2,019,183
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
1,000,000
|
12,678,511
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
Amounts due from
subsidiaries
|
-
|
-
|
1,727,115
|
|
Amounts due from other
related parties
|
3,964,020
|
130,656
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
3,964,020
|
130,656
|
1,727,115
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Group
|
The Group
|
The
Company
|
|
|
2023
|
2022
|
Aug22-Dec23
|
|
|
€
|
€
|
€
|
|
Non-current
|
|
|
|
|
Amounts due to
associates
|
2,019,183
|
-
|
2,019,183
|
|
Amounts due to other
related parties
|
-
|
1,615,639
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
2,019,183
|
1,615,639
|
2,019,183
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
Amounts due to other
related parties
|
19,586
|
800,952
|
-
|
|
|
|
|
|
|
|
|
|
|
The Company also entered
into related party transactions on an arm’s length basis with
related parties. Transaction between the Group have been eliminated
on consolidation. Transactions with related parties are also made
on an arm’s length basis.
The following
transactions were carried out with related parties:
|
The
Group
|
The Group
|
The
Company
|
|
2023
|
2022
|
Aug22-Dec23
|
|
€
|
€
|
€
|
|
Sales of
services
|
|
|
|
|
Related
parties
|
-
|
-
|
225,000
|
|
|
|
|
|
|
|
|
|
Amount due to/(from)
shareholders
|
|
|
|
|
Beginning of the
year
|
271,782
|
(34,565)
|
-
|
|
Payments made during the
year
|
1,669,709
|
305,147
|
1,820,384
|
|
Issue of share
capital
|
-
|
1,200
|
-
|
|
|
|
|
|
|
|
|
|
1,941,491
|
271,782
|
1,820,384
|
|
|
|
|
|
|
|
|
|
Amount due to(from)
related parties
|
|
|
|
|
Beginning of the
year
|
1,285,935
|
1,598,606
|
-
|
|
Advances during the
year
|
(3,211,186)
|
(312,671)
|
(12,386,443)
|
|
|
|
|
|
|
|
|
|
(1,925,251)
|
1,285,935
|
(12,386,443)
|
|
|
|
|
|
Key management
compensation
|
|
|
|
|
Directors’
fees
|
5,159
|
-
|
5,159
|
|
|
|
|
Shareholders’
contributions have been disclosed in note 21 whilst Investment in
subsidiaries and associates have been disclosed in notes 13 and
14.
The ultimate controlling
party of the Group is Mr Paul Attard.
30.
Financial risk management
Overview
The Group and the
Company has an exposure to the following risks arising from the use
of financial instruments within its activities:
|
•
|
Credit risk
|
|
•
|
Liquidity
risk
|
|
•
|
Market risk
|
This note presents
information about the Group’s and the Company’s
exposure to each of the above risks, policies and processes for
measuring and managing risk, and the Group’s and the
Company’s management of capital. Further quantitative
disclosures are included in these consolidated financial
statements.
The responsibility for
the management of risk is vested in the Board of Directors.
Accordingly, it is the Board of Directors who have the overall
responsibility for establishing an appropriate risk management
framework.
Credit
risk
Credit
risk is the risk of financial loss to the Group and the Company if
a counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Group and
the Company’s trade and other receivables and cash and cash
equivalents held at banks. The carrying amounts of financial assets
represent the maximum credit exposure.
The Group and the
Company assesses the credit quality of its customers by taking into
account their financial standing, past experience, any payments
made post reporting date and other factors, such as bank references
and the customers’ financial position.
Management is
responsible for the quality of the Group’s and the
Company’s credit portfolios and has established credit
processes involving delegated approval authorities and credit
procedures, the objective of which is to build and maintain assets
of high quality.
The Group’s and
the Company’s policy is to deal only with credit worthy
counterparties. The credit terms are generally 60 days. The Group
and the Company regularly review the ageing analysis together with
the credit limits per customer.
Impairment of Trade and other receivables and contract
assets
To measure the expected
credit losses, trade and other receivables and contract assets have
been grouped based on shared credit risk characteristics and the
days past due. Management considers the probability of default from
such trade and other receivables and contract assets to be not
material. In view of this, the amount calculated using the 12-month
expected credit loss model is considered to be very insignificant.
Therefore, based on the above, no loss allowance has been
recognised by the Group and the Company.
Cash and
cash equivalents
The cash and cash
equivalents held with banks as at 31 December 2023 and 2022 are
callable on demand and held with local financial institutions with
high quality standing or rating. Management considers the
probability of default from such banks to be insignificant.
Therefore, based on the above, no loss allowance has been
recognised by the Group and the Company.
Liquidity risk
Liquidity risk is the
risk that the Group and the Company will not be able to meet its
financial obligations as they fall due. The Group’s and
the Company’s approach to managing liquidity is to ensure, as
far as possible, that it will always have sufficient liquidity to
meet its liabilities when due. Generally, the Group and the
Company ensures that it has sufficient cash on demand to meet
expected operational expenditure, including the servicing of
financial obligations.
The table below
analyses the Group and the Company’s financial liabilities
into relevant maturity grouping based on the remaining period at
the end of the reporting period to the contractual maturity date.
Trade and other payables are all repayable within one
year.
The
Group
|
As at
|
Less than 1
year
|
Between 1 and 2
years
|
Between 2 and 5
years
|
Over 5
years
|
Total
|
Carrying
amount
|
|
31 December
2023
|
€
|
€
|
€
|
€
|
€
|
€
|
|
|
|
|
|
|
|
|
|
Interest-bearing
borrowings
|
2,263,519
|
2,850,763
|
22,601,159
|
19,975,920
|
47,691,361
|
33,393,616
|
|
Trade and other
payables
|
9,075,271
|
-
|
-
|
394,867
|
9,470,138
|
9,470,138
|
|
Current
taxation
|
15,210
|
-
|
-
|
-
|
15,210
|
15,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,354,000
|
2,850,763
|
22,601,159
|
20,370,787
|
57,176,709
|
42,878,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
Less than 1
year
|
Between 1 and 2
years
|
Between 2 and 5
years
|
Over 5
years
|
Total
|
Carrying
amount
|
|
31 December
2022
|
€
|
€
|
€
|
€
|
€
|
€
|
|
|
|
|
|
|
|
|
|
Interest-bearing
borrowings
|
3,116,676
|
2,415,868
|
6,176,844
|
21,598,685
|
33,308,073
|
14,066,931
|
|
Trade and other
payables
|
3,192,689
|
1,000,000
|
-
|
615,639
|
4,808,328
|
4,808,328
|
|
Current
taxation
|
51,714
|
-
|
-
|
-
|
51,714
|
51,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,361,079
|
3,415,868
|
6,176,844
|
22,214,324
|
38,168,115
|
18,926,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company
|
As at
|
Less than 1
year
|
Between 1 and 2
years
|
Between 2 and 5
years
|
Over 5
years
|
Total
|
Carrying
amount
|
|
31 December
2023
|
€
|
€
|
€
|
€
|
€
|
€
|
|
|
|
|
|
|
|
|
|
Interest-bearing
borrowings
|
690,000
|
690,000
|
14,012,500
|
-
|
15,392,500
|
11,679,641
|
|
Trade and other
payables
|
3.996,528
|
-
|
-
|
-
|
3,996,528
|
3,996,528
|
|
Current
taxation
|
1,741
|
-
|
-
|
-
|
1,741
|
1,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,688,269
|
690,000
|
14,012,500
|
-
|
19,390,769
|
15,677,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
risk
Market risk is the
risk that changes in market prices, such as foreign exchange rates
or interest rates, will affect the fair value or future cash flows
of a financial instrument. The objective of market risk is to
manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
The operating cash
flows of the Group and the Company are influenced by changes in
market interest rates. Up to the statement of financial
position date, the Group and the Company did not have any hedging
arrangements with respect to the exposure of floating interest rate
risk. The Group and the Company is not exposed to foreign
exchange risk since all operations are conducted locally in the
Group and the Company’s functional currency.
Capital
management
It is the policy of
the Board of Directors to maintain an adequate capital base in
order to sustain the future development of the business and
safeguard the ability of the Group and the Company to continue as a
going concern. In this respect, the Board of Directors
monitor the operations and results of the Group and the Company,
and also monitor the level of dividends, if any, payable to the
ordinary shareholders. The Group and the Company are not subject to
externally imposed capital requirements. There were no
changes in the Group’s and the Company’s approach to
capital management during the year.
Fair
values
At 31 December 2023
and 2022 the carrying amounts of cash at bank, receivables,
contract assets, payables and accrued expenses and short-term
borrowings reflected in the consolidated and separate financial
statements are reasonable estimates of fair value. The fair values
of loans are not materially different from their carrying
amounts.
31. Post
balance sheet events
There were no
adjusting or significant non-adjusting events that have occurred
between the end of the reporting year and at the date of
authorisation by the Board of Directors .
Independent Auditor’s Report
To the Members of PLAN GROUP
P.L.C.
Report on the Audit
of the Consolidated Financial Statements
Opinion
I have audited the
consolidated financial statements of PLAN GROUP P.L.C. (the
“Company”) and its subsidiaries (collectively the
“Group”), set out on pages10 to 57, which comprise the
consolidated and separate statement of financial position as at 31
December 2023, the consolidated and separate statement of
profit or loss and other comprehensive
income , the consolidated and separate
statement of changes in equity and the consolidated and separate
statement of cash flows for the year then ended, and notes to the
consolidated and separate financial statements, including a summary
of significant accounting policies.
In my opinion, the
accompanying consolidated and separate financial statements give a
true and fair view of the financial position of the Group and the
Company as at 31 December 2023, and of its financial performance
for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union (EU IFRSs) and
have been prepared in accordance with the requirements of the
Companies Act (Cap. 386).
Basis for
Opinion
I conducted my audit in
accordance with International Standards on Auditing (ISAs). My
responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated
and Separate Financial Statements section of my report. I believe
that the audit evidence I have obtained is sufficient and
appropriate to provide a basis for my opinion.
My opinion is
consistent with my additional report to the audit
committee.
I am independent of the
Group and the Company in accordance with the International Ethics
Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code) together with the ethical
requirements that are relevant to my audit of the consolidated and
separate financial statements in accordance with the Accountancy
Profession (Code of Ethics for Warrant Holders) Directive issued in
terms of the Accountancy Profession Act (Cap. 281) in Malta, and I
have fulfilled my other ethical responsibilities in accordance with
these requirements and the IESBA Code.
To the best of my
knowledge and belief, I declare that non-audit services that I have
provided to the Group and the Company are in accordance with the
applicable law and regulations in Malta and that I have not
provided non-audit services that are prohibited under Article 18A
of the Accountancy Profession Act (Cap. 281). The non-audit
services that I have provided to the Group and the Company during
the year ending 31 December 2023 are disclosed in noted 4 to the
financial statements.
Key Audit
Matter
Key audit matters are
those matters that, in my professional judgement, were of most
significance in my audit of the financial statements of the current
period. These matters were addressed in the context of my audit of
the financial statements as a whole, and in forming my opinion
thereon, and I do not provide a separate opinion on these matters.
I have determined the matter described below to be the key audit
matter to be communicated in my report.
Valuation and
Impairment of Property, Plant and Equipment and Investment
Properties
The Group’s
property, plant and equipment amounting to €31,489,121 as
disclosed in Note 10 and the Group’s investment property
comprises land for commercial use amounting to €8,621,460 as
disclosed in Note 12 represents 47% of the Company's total assets
as of 31 December 2023. A full revaluation assessment was
carried out on these properties in accordance with accounting
policy 2(e) and 2(g). Full valuation reports or updated valuation
assessments were obtained from third party qualified valuers for
all of the Group’s properties, classified as either property,
plant and equipment or investment property.
The valuation reports
by the third-party valuers are based on both:
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•
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Information provided
by the Group: and
|
|
•
|
Assumptions and
valuation models used by the valuers, with assumptions being
typically market related and based on professional judgement and
market observation. The most significant judgements when adopting
the income capitalisation approach relate to the projected cash
flows, the discount rate, growth rates (including the
capitalisation rate) and the projected date of recovery of the
elderly health care sector.
|
The valuation of the
Group’s property portfolio is inherently subjective due to,
among other factors, the individual nature of each property, its
location and the expected future returns. Due to the significance
of this property, and the dependency of the Company on this asset,
we have considered that this is a key audit matter.
How my
audit addressed this key audit matter
My procedures in
relation to the valuation of these properties included:
|
-
|
Reviewing the
methodologies used by the external valuers and by management to
estimate the fair value for these properties. I confirmed that the
valuation approach for each property was suitable for use in
determining the carrying value of properties as at 31 December
2023.
|
|
-
|
Testing the
mathematical accuracy of the calculations derived from each
model.
|
|
-
|
Assessing the key
inputs in the calculations such as revenue growth and discount
rate, by reference to management’s forecasts, rental
agreements for investment property, data external to the Group and
my own expertise.
|
|
-
|
Considering the
appropriateness of the fair values estimated by the external
valuers based on my knowledge of the industry.
|
|
-
|
Considering the
potential impact of reasonably possible changes in the key
assumptions underlying the valuations. I challenged the
Company’s valuations to assess whether they fell within a
reasonable range of the expectations developed. Management were
able to provide explanations and refer to appropriate supporting
evidence.
|
I have also assessed
the relevance and adequacy of the disclosures relating to this
property, plant and equipment and investment property in accounting
policy notes 2(e) and 2(g) and in notes 10 and 12 to the financial
statements.
Other
Information
The directors are
responsible for the other information. The other information
comprises the Directors’ Report and the Statement of
Compliance with the Principles of Good Corporate Governance. My
opinion on the consolidated and separate financial statements does
not cover this information, including the Directors’ Report
and the Statement of Compliance with the Principles of Good
Corporate. In connection with my audit of the consolidated and
separate financial statements, my responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the consolidated and
separate financial statements or my knowledge obtained in the
audit, or otherwise appears to be materially misstated.
With respect to the
Directors’ Report, I also considered whether the
Directors’ Report includes the disclosures required by
Article 177 of the Maltese Companies Act (Cap. 386). Based on the
work I have performed, in my opinion:
|
•
|
the information given
in the directors’ report for the financial year for which the
consolidated financial statements are prepared is consistent with
the consolidated financial statements; and
|
|
•
|
the directors’
report has been prepared in accordance with the Maltese Companies
Act (Cap.386).
|
In addition, in light
of the knowledge and understanding of the Group and its environment
obtained in the course of the audit, I am required to report if I
have identified material misstatements in the directors’
report. I have nothing to report in this regard.
Responsibilities of
the Board of Directors
The Board of Directors
are responsible for the preparation of the consolidated and
separate financial statements that give a true and fair view in
accordance with EU IFRSs, and for such internal control as the
Board of Directors determine is necessary to enable the preparation
of consolidated and separate financial statements that are free
from material misstatement, whether due to fraud or
error.
In preparing the
consolidated and separate financial statements, the directors are
responsible for assessing the Group’s and the Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
Group and the Company or to cease operations, or have no realistic
alternative but to do so.
The directors have
delegated the responsibility for overseeing the Group’s and
the Company’s financial reporting process to the Audit
Committee.
Auditor’s
Responsibilities for the Audit of the consolidated and separate
Financial Statements
My objectives are to
obtain reasonable assurance about whether the consolidated and
separate financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes my opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
consolidated and separate financial statements.
As part of an audit in
accordance with ISAs, I exercise professional judgment and maintain
professional scepticism throughout the audit. I also:
|
•
|
Identify and assess the
risks of material misstatement of the consolidated and separate
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a
basis for my opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
|
|
•
|
Obtain an understanding
of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the
Group’s and the Company’s internal control.
|
|
•
|
Evaluate the
appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the
directors.
|
|
•
|
Conclude on the
appropriateness of the Board of Directors’ use of the going
concern basis of accounting and based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s
and the Company’s ability to continue as a going concern. If
I conclude that a material uncertainty exists, I am required to
draw attention in my auditor’s report to the related
disclosures in the consolidated and separate financial statements
or, if such disclosures are inadequate, to modify my opinion. My
conclusions are based on the audit evidence obtained up to the date
of my auditor’s report. However, future events or conditions
may cause the Group and the Company to cease to continue as a going
concern.
|
|
•
|
Evaluate the overall
presentation, structure and content of the consolidated and
separate financial statements, including the disclosures, and
whether the consolidated and separate financial statements
represent the underlying transactions and events in a manner that
achieves fair presentation.
|
|
•
|
Obtain sufficient
appropriate audit evidence regarding the financial information of
the entities or business activities within the Group to express an
opinion on the consolidated financial statements. I am responsible
for the direction, supervision and performance of the group audit.
I remain solely responsible for my audit opinion.
|
I communicate with the
Board of Directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that I
identify during my audit.
I also provide those
charged with governance with a statement that I have complied with
relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may
reasonably be thought to bear on my independence, and where
applicable, related safeguards.
From the matters
communicated with the Audit Committee, I determine those matters
that were of most significance in the audit of the financial
statements of the current year and are therefore the key audit
matters. I describe these matters in my auditor’s report
unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, I determine that a
matter should not be communicated in my report because the adverse
consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication
Report on Other
Legal and Regulatory Requirements
Report on compliance
with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by
reference to Capital Market Rule 5.55.6
I have undertaken a
reasonable assurance engagement in accordance with the requirements
of Directive 6 issued by the Accountancy Board in terms of the
Accountancy Profession Act (Cap. 281) - the Accountancy Profession
(European Single Electronic Format) Assurance Directive (“the
ESEF Directive 6”) on the Annual Financial Report of The PLAN
GROUP P.L.C. for the year ended 31 December 2023, entirely prepared
in a single electronic reporting format.
Responsibilities of
the directors
The directors are
responsible for the preparation of the annual financial report,
including the consolidated financial statements and the relevant
mark-up requirements therein, by reference to Capital Markets Rule
5.56A, in accordance with the requirements of the ESEF
RTS.
My
responsibilities
My responsibility is to
obtain reasonable assurance about whether the annual financial
report including the consolidated financial statements and the
relevant electronic tagging therein comply in all material respects
with the ESEF RTS based on the evidence I have obtained. I
conducted my reasonable assurance engagement in accordance with the
requirements of ESEF Directive 6.
My procedures
included:
|
-
|
Obtaining an
understanding of the entity’s financial reporting process,
including the preparation of the annual financial report, in
accordance with the requirements of the ESEF RTS.
|
|
-
|
Obtaining the annual
financial report and performing validations to determine whether
the annual financial report has been prepared in accordance with
the requirements of the technical specifications of the ESEF
RTS.
|
|
-
|
Examining the
information in the annual financial report to determine whether all
the required tagging therein have been applied and whether, in all
material respects, they are in accordance with the requirements of
the ESEF RTS.
|
I believe that the
evidence I have obtained is sufficient and appropriate to provide a
basis for my opinion.
Opinion
In my opinion, the
annual financial report for the year ended 31 December 2023 has
been prepared, in all material respects, in accordance with the
requirements of the ESEF RTS.
Report on Corporate
Governance Statement of Compliance
Statement by the
directors on compliance with the Code of Principles of Good
Corporate Governance
The Capital Markets
Rules issued by the Malta Financial Services Authority require the
directors to prepare and include in the Annual Financial Report a
Statement of Compliance with the Code of Principles of Good
Corporate Governance within Appendix 5.1 to Chapter 5 of the
Capital Markets Rules. The Statement’s required minimum
contents are determined by reference to Capital Markets Rule 5.97.
The Statement provides explanations as to how the Company has
complied with the provisions of the Code, presenting the extent to
which the Company has adopted the Code and the effective measures
that the Board has taken to ensure compliance throughout the
accounting period with those Principles.
My
responsibilities
I am required to report
on the Statement of Compliance by expressing an opinion as to
whether, in light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, I have
identified any material misstatements with respect to the
information referred to in Capital Markets Rules 5.97.4 and 5.97.5,
giving an indication of the nature of any such
misstatements.
I am required to assess
whether the Statements of Compliance includes all the other
information required to be presented as per Capital Markets Rule
5.97.
I am not required to,
and I 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 corporate governance procedures or its risk and
control procedures.
My
reporting
In my opinion, the
Statement of Compliance has been properly prepared in accordance
with the requirements of the Capital Market Rules issued by the
Malta Financial Services Authority.
I have nothing to
report to you with respect of the other responsibilities as
explicitly stated within the Other information section.
Report on other
matters which I am required to report by exception
Under the Maltese
Companies Act (Cap. 386) I am also required to report to you if, in
my opinion:
|
•
|
I have not received all
the information and explanations I require for my audit.
|
|
•
|
Adequate accounting
records have not been kept, or that returns adequate for my audit
have not been received from branches not visited by me.
|
|
•
|
The consolidated and
separate financial statements are not in agreement with the
accounting records and returns.
|
Under the Capital
Markets Rules to review the statement made by the directors that
the business is a going concern together with supporting
assumptions or qualifications as necessary.
I have nothing to
report to you in respect of these responsibilities
Other matter –
use of this report
My report, including
the opinions, has been prepared for and only for the Group’s
and the Company’s members as a body in accordance with
Article 179 of the Maltese Companies Act (Cap. 386) and for no
other purpose. I do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where
expressly agreed by my prior written consent.
Appointment
I was first appointed
as auditor of the Group and the Company for the financial period
ended 31 December 2023.
Paul Mifsud
Certified Public
Accountant
14,
Triq l-Isqof
Pace,
Mellieha MLH
1067
Malta
29 April 2024
|