Company Registration No.: C 65702
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report
and
Financial Statements
31 December 2024
1
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
CONTENTS
Pages
General information
2
Directors' report
3 - 6
Corporate governance - Statement of compliance
7 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 35
Independent auditor's report
36 - 42
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
GENERAL INFORMATION
2
Registration
Central Business Centres p.l.c. is registered in Malta as a public limited liability company under the Maltese
Companies Act (Cap. 386) with company registration number C 65702.
Directors
Joseph Cortis
Petra May Attard Cortis
Adriana Cutajar
Joseph M Formosa
Alfred Sladden
(deceased on 21 November 2024)
Crystielle Farrugia Cortis
Helga Ellul
(appointed on 20 January 2025)
Company secretary
Dr Katia Cachia
Registered office
Cortis Group, Cortis Buildings
Mdina Road
Zebbug ZBG 4211
Malta
Bankers
APS Bank p.l.c.
APS Centre
Tower Street
Birkirkara BKR 4012
Malta
Bank of Valletta p.l.c.
10 Misrah San Filippu
Zebbug ZBG 1011
Malta
Auditors
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
DIRECTORS' REPORT
3
The directors present the annual financial report and the audited financial statements of Central Business Centres
p.l.c. ("the Company") for the year ended 31 December 2024.
Principal activity
The principal activity of the Company is to act as a finance, investment and property-holding company. Properties
owned by the Company are leased to third parties.
Review of business
During the year under review, the Company registered a profit before tax of €6,643,030 (2023: €53,769). After
allowing for taxation, the profit for the year amounted to €3,480,652 (2023: €38,388). The significant increase in
profits is mainly due to the unrealised fair value movement of the investment property which amounted to
€3,213,669 net of deferred tax.
Nevertheless, the Company's profits before tax excluding the fair value of the investment property also increased
from €53,769 in 2023 to €390,742 in 2024 mainly as a result of an increase in rental income from the prior year.
During the year, the Company acquired a commercial property located at Central Business District, Birkirkara
which herein after will be referred to as Central Business Centre Mriehel, to further consolidate its asset base and
service offering. During 2024,
the Company has also issued €3,250,000 Zero Coupon Unsecured Callable Notes
which shall be due for redemption on 31 August 2025.
Results and dividends
The results for the year are set out in the statement of comprehensive income on page 11.
On 14 April 2024, the directors declared a net dividend of €2,625 (2023: €2,500).
Events after the end of reporting period
There are no events after the end of the reporting period which require mention in this report.
Future developments
The Company is not envisaging any changes in operating activities for the forthcoming year.
Financial risk management
The Company is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company’s risk management is disclosed in Note 3 to the financial statements.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
DIRECTORS' REPORT
- continued
4
Directors
The directors of the Company who held office during the year are listed on page 2.
In accordance with the Company’s Memorandum and Articles of Association, the directors are required to seek
re-election on a yearly basis.
Statement of directors' responsibilities for the financial statements
The Companies Act (Cap. 386), enacted in Malta, requires the directors to prepare financial statements which
give a true and fair view of the financial position of the Company as at the end of the financial year and of the
profit or loss for that year.
In preparing the financial statements, the directors are responsible for:
•
adopting the going concern basis unless it is inappropriate to presume that the Company will continue in
business as a going concern;
•
selecting suitable accounting policies and applying them consistently;
•
making judgements and accounting estimates that are reasonable and prudent;
•
accounting for income and charges relating to the accounting period on the accrual basis;
•
valuing separately the components of asset and liability items;
•
reporting comparative figures corresponding to those of the preceding accounting period; and
•
preparing the financial statements in accordance with International Financial Reporting Standards as
adopted by the EU.
The directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy
at any time the financial position of the Company and to enable the directors to ensure that the financial statements
comply with the Maltese Companies Act (Cap. 386). This responsibility includes designing, implementing and
maintaining such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error. The directors are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The financial statements of the Company for the year ended 31 December 2024 are included in the Annual
Financial Report 2024, which will be made available on the Company's website. The directors are responsible for
the maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the
controls over, and the security of, the website. Access to information published on the Company's website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination of
financial statements may differ from requirement or practice in Malta.
Additionally, the directors are responsible for the preparation of the annual financial report, as required by Capital
Markets Rule 5.56A, in accordance with the requirements of the European Single Electronic Format Regulatory
Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”).
Going concern statement pursuant to Capital Markets Rule 5.62
After making enquiries and having taken into consideration the future plans of the Company (Note 2), the directors
confirm, in accordance with Capital Markets Rule 5.62, that they have a reasonable expectation that the Company
has adequate resources to continue in operational existence for the foreseeable future. For this reason, it
continues to adopt the going concern basis in the preparation of the financial statements.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
DIRECTORS' REPORT
- continued
5
Principal risks and uncertainties faced by the Company
The Company is subject to market and economic conditions in general
The Company is subject to general market and economic risks which include factors such as condition of the local
property market, inflation prices for the rental of commercial properties and other economic and social factors
affecting demand for real estate generally.
In the event that general economic conditions and property market
conditions experience a downturn, this may have an adverse impact on the financial conditions of the Company
and its ability to meet its obligations set out within the Bond Prospectus.
Based on the outcome of cash flow projections prepared by the Company which factor possible strain on rental
streams and occupancy driven by the cost of living increases, the directors and senior management consider the
going concern assumption in the preparation of the Company’s financial statements as appropriate as at the date
of the authorisation for issue of the 2024 financial statements. They also believe that no material uncertainty that
may cast significant doubt about the Company’s ability to continue honouring liabilities as and when they fall due
and to continue operating as a going concern for the next twelve months exist as at that date.
Risks associated with the property market
Risks associated with the property development and real estate industry generally include, but are not limited to,
risks of cost over-runs and risks of delay in completion of the new Central Business Centre Zebbug commercial
premises, Central Business Centre Valletta and Central Business Centre Mriehel. In the event that these risks
were to materialise, they could have a significant impact on the financial position of the Company.
The property market is a very competitive market that can influence the lease of space
The real estate market in Malta is very competitive in nature. An increase in supply and/or decrease in demand in
the commercial property segment in which the Company operates and targets to lease, may cause the lease of
such spaces to be leased at lower lease contributions or at a slower pace than that originally anticipated by the
Company. If these risks were to materialise, they could have an adverse material impact on the ability of the
Company to repay the bond and interest thereon.
Share capital structure
The Company's authorised and issued share capital amounts to €250,000 divided into 250,000 ordinary shares
of €1 each. The share capital consists of one class of ordinary shares with equal voting rights attached. Transfers
of shares are restricted within family members.
Holding in Excess of 5% of the Share Capital
On the basis of the information available to the Company as at 31 December 2024, Petra May Attard Cortis, Eman
Cortis and Joelle Cortis each hold 13,890 shares, whereas Jeanelle Bonello Cortis, Claudia Borg, Alexia Camilleri
Cortis, Tiziana Cortis, Adriana Cutajar and Crystielle Farrugia Cortis each hold 20,833 shares. The cumulative
shares of these aforementioned shareholders are equivalent to 67% of the Company's issued share capital. The
remaining 33% is also held by members of the Cortis family in individual portions of less than 5%.
Shareholders holding in aggregate more than 50% of the issued share capital, shall be entitled to appoint the
directors. Other limitations of the voting rights of holders are contained in the Company's Articles of Association.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
DIRECTORS' REPORT
- continued
6
Appointment and Replacement of Directors
Board members are appointed for one year and are eligible for re-appointment at the Annual General Meeting.
Board Member Powers
The powers of the Board members are contained in the Company's Articles of Association. The Articles of
Association grant the Company the power to buy back its own shares in terms of the Maltese Companies Act
(Cap. 386).
Contracts with Board Members and Employees
The Company has no contract with any of its Board members that include a severance payment clause. The
Company had no employees during the year ended 31 December 2024.
No disclosures are being made pursuant to Capital Markets Rules 5.64.4,
5.64.5, 5.64.6, 5.64.7 and 5.64.10 as
these are not applicable to the Company.
Pursuant to Capital Markets Rule 5.70.1
At the year-end, the Company had various agreements for the lease of office, retail stores, warehousing and car
spaces as applicable in the Central Business Centre Zebbug, Central Business Centre Gudja, Central Business
Centre St. Julian's, Central Business Centre Valletta and Central Business Centre Mriehel. As at 31 December
2024, Central Business Centre Zebbug and Central Business Centre Gudja were operating at 100% capacity,
Central Business Centre St. Julian's was operating at 88% capacity, Central Business Centre Valletta was
operating at 46% capacity and Central Business Centre Mriehel at 33% capacity.
Pursuant to Capital Markets Rule 5.68
Statement by the Directors on the Financial Statements and Other Information included in the Annual
Financial Report
The directors declare that to the best of their knowledge, the financial statements included in the Annual Financial
Report are prepared in accordance with the requirements of International Financial Reporting Standards as
adopted by the EU and give a true and fair view of the assets, liabilities, financial position and results of the
Company and that this report includes a fair review of the development and performance of the business and
position of the Company, together with a description of the principal risks and uncertainties that it faces.
Auditors
RSM Malta have expressed their willingness to continue in office and a resolution for their re-appointment will be
proposed at the Annual General Meeting.
Signed on behalf of the Company’s Board of Directors on 04 April 2025 by Mr Joseph Cortis (Director, Chairman
of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2024.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
7
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE
The Capital Market Rules issued by the Malta Financial Services Authority, require listed companies to observe
The Code of Principles of Good Corporate Governance (the “Code”). Although the adoption of the Code is not
obligatory, listed companies are required to include, in their Annual Financial Report, a Directors’ Statement of
Compliance which deals with the extent to which the Company has adopted the Code of Principles of Good
Corporate Governance and the effective measures that the Company has taken to ensure compliance with the
Code, accompanied by a report of the auditors thereon.
Compliance
The Board of Directors (the “Board”) of Central Business Centres p.l.c. (the “Company”) believes in the adoption
of the Code and has endorsed it except where the size and/or particular circumstances of the Company are
deemed by the Board not to warrant the implementation of specific recommendations. In this context it is relevant
to note that the Company has issued bonds to the public and has no employees. Accordingly, some of the
provisions of the Code are not applicable whilst others are applicable to a limited extent.
The Board
The Board of Directors is responsible for the Company’s affairs, in particular in giving direction to the Company
and being actively involved in overseeing the systems of control and financial reporting. The Board has discussed
the Code and all directors are aware of their responsibilities as such, including those arising from such Code.
More specifically, in the ordinary course of its business and affairs, the Board of Directors of the Company is
responsible for:
•
defining the Company’s strategy, policies, and business policies.
•
establishing internal and external reporting systems so that it can continuously access accurate, relevant, and
timely information to discharge its duties, exercise objective judgement and make decisions.
•
continuously assessing and monitoring the Company’s present and future operations, opportunities, threats,
and risks.
•
evaluating the management’s implementation of corporate strategy and financial objectives.
•
reviewing the strategy, processes, and policies adopted for implementation.
•
ensuring that the Company has appropriate policies and procedures in place to assure that the Company
maintains the highest standards of corporate conduct, including compliance with applicable laws, regulations,
business, and ethical standards.
•
providing the market with regular, timely, and accurate announcements where appropriate and in terms of the
applicable rules and laws governing the affairs of the Company.
The Board of the Company meets at least quarterly and more frequently if necessitated by the business and/or
the general circumstances of the Company.
Chairman and Chief Executive Officer
The functions of the Chairman and Chief Executive Officer are vested by the same individual.
The Chairman’s
main function is to lead the Board, set the agenda, and ensure that all board members partake in discussions of
complex and contentious issues.
The Chief Executive Officer has specific authorities from the Board to manage the Company’s operational
activities within the strategy and parameters set by it.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
8
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Complement of the Board
The Board is composed of one executive and five non-executive directors, as listed below:
Executive Director
Mr Joseph Cortis
(Chairman and Chief Executive Officer)
Non-Executive Directors
Mr Alfred Sladden
(deceased on 21 November 2024)
Dr Petra May Attard Cortis
Ms Helga Ellul
(appointed on 20 January 2025)
Mr Joseph M Formosa
Ms Adriana Cutajar
Ms Crystielle Farrugia Cortis
Directors are appointed during the Company’s Annual General Meeting for periods of one year, at the end of
which term they may stand again for re-election. The Articles of Association of the Company clearly set out the
procedures to be followed in the appointment of directors.
Mr Joseph M Formosa and Ms Helga Ellul are considered independent non-executive Directors.
Internal Control
The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness.
Such
a system is designed to achieve business objectives and to manage rather than to eliminate the risk of failure to
achieve business objectives and can only provide reasonable assurance against material error, losses, or fraud.
Authority to manage the Company is delegated to the Chief Executive Officer within the limits set by the Board of
Directors. Systems and procedures are in place for the Company to control, report, monitor and assess risks and
their financial implications,
and to take timely corrective actions where necessary. Regular financial budgets and
strategic plans are prepared, and performance against these plans is actively monitored and reported to the
directors on a regular basis.
The
approval
of
credit
to
customers
is
made
by
the
Chief
Executive
Officer,
in
strict
adherence
to
a
Board-approved limit.
Proposals falling outside the limit are referred, together with the supporting documentation
and the Chief Executive Officer’s recommendations, to the Board. The Board also approves, after review and
recommendation by the Audit Committee, the transfer of funds and other amounts payable to related companies
and ensures that these are subject to terms and conditions which are on an arm’s length basis.
Directors’ Attendance at Board Meetings
The Board believes that it has systems in place to fully comply with the principles of the Code. Directors meet
regularly, mainly to review the financial performance of the Company and to review internal control processes.
Board members are notified of forthcoming meetings by the Company Secretary with the issue of an agenda and
supporting Board papers, which are circulated well in advance of the meeting. All the directors have access to
independent professional advice at the Company’s expense should they so require.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
9
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Directors’ Attendance at Board Meetings - continued
The Board met formally eight (8) times during the period under review. The number of Board meetings attended
by directors for the year ended 31 December 2024 is as follows:
Members
Attended
Mr Joseph Cortis
8
Mr Alfred Sladden
8
Dr Petra May Attard Cortis
8
Ms Adriana Cutajar
7
Mr Joseph M Formosa
8
Ms Crystielle Farrugia Cortis
7
Committees
The Directors believe that, due to the Company’s size and operations, the remuneration, evaluation, and
nominations committees that are suggested in the Code are not required, and that the function of these can
efficiently be undertaken by the Board itself. However, the Board on an annual basis undertakes a review of the
remuneration paid to the Directors and carries out an evaluation of their performance and of the audit committee.
The shareholders approve the remuneration paid to the directors at the annual general meeting.
Audit Committee
The Board has established an Audit Committee (the “Committee”) and has formally set out Terms of Reference
as outlined in the Principles laid out in the Capital Markets Rules.
The purpose of the Committee is to protect the
interest of the Company’s share and bond holders and assist the directors in conducting their role effectively.
In
the absence of an internal audit department, the Audit Committee also monitors the financial reporting process,
the effectiveness of internal control and the audit of the annual financial statements.
Additionally, it is responsible
for monitoring the performance of the entities borrowing funds from the Company, to ensure that budgets are
achieved and if not, corrective action is taken as necessary.
It also scrutinises and supervises related party
transactions for materiality and ensures that these are carried out at arm’s length basis.
The Malta Financial
Services
Authority
considered
the
Terms
of
Reference
as
having
sufficient
safeguards
to
ensure
the
independence of the Audit Committee.
The Members of the Audit Committee are:
Mr Alfred Sladden
(Chairman until his demise on 21 November 2024)
Dr Petra May Attard Cortis
Mr Joseph M Formosa
(Chairman as from January 2025)
Ms Helga Ellul
(appointed on 20 January 2025)
All the directors forming the Audit Committee are non-executive directors. Mr Joseph Formosa is considered by
the Board to be competent in accounting and auditing in terms of the Capital Market rules. The Company Secretary
acts as secretary to the Committee.
Remuneration Statement
In terms of the Company’s Memorandum and Articles of Association, it is the shareholders of the Company in the
General Meeting who determine the maximum annual aggregate remuneration of the directors. The aggregate
amount approved for this purpose during the last Annual General Meeting was €20,000.
None of the directors are employed or have a service contract with the Company.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
10
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Remuneration Statement - continued
No part of the remuneration paid per annum to the directors is performance based, and the Chief Executive Officer
receives remuneration of €30,000.
None of the directors, in their capacity as a director of the Company, is entitled
to profit sharing, share options or pension benefits. The directors do not receive any other form of perks or benefits.
During 2024, the directors received €14,500 for services rendered.
Remuneration Committees
Since the remuneration of the directors of the Company is not performance-related, the functions of the
Remuneration Committee are carried out by the Board of Directors. No new proposals on the remuneration policy
for directors and senior executives, or on the individual remuneration attributed to any of the directors or of the
senior executives, were put forward to the Board of Directors in 2024. Monitoring will continue in 2025 and
proposals will be put forward to the Board of Directors in 2024 should it be necessary.
Relations with bondholders and the market
The Company publishes interim and annual financial statements and when required company announcements.
The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, directors and officers of the Company are informed and reminded
of their obligations on dealing in securities of the Company within the parameters of law and Capital Markets
Rules. The Company has also set reporting procedures in line with the Capital Markets Rules, Code of Principles,
and internal code of dealing.
Signed on behalf of the Company’s Board of Directors on 04 April 2025 by Mr Joseph Cortis (Director, Chairman
of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2024.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December
11
Notes
2024
€
2023
€
Revenues
5
2,373,147
1,754,707
Administrative expenses
(394,185)
(419,020)
Operating profit
6
1,978,962
1,335,687
Finance income
7
15,184
20,005
Finance costs
8
(1,603,404)
(1,301,923)
Fair value movement relating to investment property
10
6,252,288
-
Profit before tax
6,643,030
53,769
Taxation
9
(3,162,378)
(15,381)
Profit for the financial year
3,480,652
38,388
Total comprehensive income for the year
3,480,652
38,388
Earnings per share
17
13.92
0.15
The notes on pages 15 to 35 are an integral part of these financial statements.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
STATEMENT OF FINANCIAL POSITION
As at 31 December
12
Notes
2024
€
2023
€
ASSETS
Non-current assets
Investment property
10
74,810,026
62,922,286
Deferred tax asset
11
1,866,572
1,873,843
76,676,598
64,796,129
Current assets
Financial assets at fair value through profit or loss
12
26,600
81,000
Trade and other receivables
13
52,550
402,782
Cash and cash equivalents
14
819,142
371,971
898,292
855,753
TOTAL ASSETS
77,574,890
65,651,882
EQUITY AND LIABILITIES
Capital reserve
Share capital
15
250,000
250,000
Capital reserve
16
16,100,000
16,100,000
Retained earnings
10,953,009
7,474,982
TOTAL EQUITY
27,303,009
23,824,982
Non-current liabilities
Borrowings
18
26,718,310
29,648,248
Lease liabilities
19
5,066,402
5,086,458
Deferred tax liability
20
8,768,586
5,803,576
Trade and other payables
21
135,717
115,881
40,689,015
40,654,163
Current liabilities
Lease liabilities
19
237,770
267,379
Borrowings
18
6,019,890
-
Trade and other payables
21
3,240,690
904,584
Current tax payable
84,516
774
9,582,866
1,172,737
TOTAL LIABILITIES
50,271,881
41,826,900
TOTAL EQUITY AND LIABILITIES
77,574,890
65,651,882
The notes on pages 15 to 35 are an integral part of these financial statements.
The financial statements on pages 11 to 35 were approved and authorised for issue by the Board of Directors on
04 April 2025. The financial statements were signed on behalf of the Company’s Board of Directors by Mr Joseph
Cortis (Director, Chairman of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on
ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2024.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
STATEMENT OF CHANGES IN EQUITY
13
Notes
Share
capital
€
Capital
reserve
€
Retained
earnings
€
Total
equity
€
Financial year ended 31 December 2023
Balance at 01 January 2023
250,000
16,100,000
7,439,094
23,789,094
Total comprehensive income for the year:
Profit for the financial year
-
-
38,388
38,388
Dividends declared during year
23
-
-
(2,500)
(2,500)
Balance at 31 December 2023
250,000
16,100,000
7,474,982
23,824,982
Financial year ended 31 December 2024
Balance at 01 January 2024
250,000
16,100,000
7,474,982
23,824,982
Total comprehensive income for the year:
Profit for the financial year
-
-
3,480,652
3,480,652
Dividends declared during year
23
-
-
(2,625)
(2,625)
Balance at 31 December 2024
250,000
16,100,000
10,953,009
27,303,009
The notes on pages 15 to 35 are an integral part of these financial statements.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
STATEMENT OF CASH FLOWS
For the year ended 31 December
14
Note
2024
€
2023
€
Cash flows from operating activities:
Profit before tax
6,643,030
53,769
Adjustment for:
Finance costs
8
1,603,404
1,301,923
Finance income
7
(15,184)
(20,005)
Fair value movement relating to investment property
(6,252,288)
-
Gain on sale of financial assets at fair value through profit or loss
(4,995)
-
Depreciation charge
70,837
56,513
Profit from operations
2,044,804
1,392,200
(Increase)/decrease in trade and other receivables
365,416
(88,076)
Decrease in financial instruments
59,395
-
Increase in trade and other payables
2,353,278
279,141
Cash from operating activities
4,822,893
1,583,265
Income taxes paid
(103,691)
(107,573)
Net cash flows generated from operating activities
4,719,202
1,475,692
Cash flows from investing activities:
Payments to acquire property, plant and equipment
(173,013)
-
Payments to acquire investment property
10
(5,711,131)
(390,237)
Refund on duty paid on the purchase of investment property
-
398,500
Payments on finance lease
(89,798)
(39,800)
Net cash flows used in investing activities
(5,973,942)
(31,537)
Cash flows from financing activities:
Proceeds from issuance of bonds
18
2,971,665
-
Repayment of borrowings
(6,000)
(5,000)
Finance costs paid
8
(1,261,129)
(1,260,424)
Dividends paid
(2,625)
(2,500)
Net cash flows generated from/(used in) financing activities
1,701,911
(1,267,924)
Net increase in cash and cash equivalents
447,171
176,231
Cash and cash equivalents at beginning of year
371,971
195,740
Cash and cash equivalents at end of year
14
819,142
371,971
The notes on pages 15 to 35 are an integral part of these financial statements.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
15
1.
GENERAL INFORMATION
Central Business Centres p.l.c. (“the Company”) is a public limited liability company, incorporated in Malta
with its registered address at Cortis Group, Cortis Buildings, Mdina Road, Zebbug ZBG 4211, Malta.
The ownership of the Company's share capital and voting rights related to such holdings, are such that no
particular individual or identifiable group of individuals could exercise ultimate control over the Company.
The principal activity of the Company is to act as a finance, investment and property-holding company.
Properties owned by the Company are leased to third parties.
2.
MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the financial statements are set out below. The accounting
policies adopted are consistent with those of the previous financial year, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS Accounting Standards) as adopted by the European Union (EU) and the requirements of
the Companies Act (Cap. 386) enacted in Malta. The financial statements have been prepared under the
historical cost convention, except as modified by the fair valuation of investment property.
Going Concern
As at 31 December 2024, the Company's current liabilities exceeded its current assets by €8,684,574 (2023:
€316,984). Management is working on obtaining long-term financing to refinance the debts that will become
due during 2025.
In assessing the going concern assumption, the directors of the Company have also referred to the cash flow
forecast of the Company which was prepared projecting further increase in the rental income from secured
contracts. The directors have also considered that as at the reporting date, the Company had also increased
its banking facilities, none of which were utilized and that the Company has the option of extending the
repayment date of the capital creditor beyond 31 December 2025 at an interest.
Contingency plans have also been identified, aimed to generate further liquidity. These include the possibility
of
obtaining
additional
bank
financing,
guaranteed
by
an
unencumbered
assets
owned
by
the
Company.
Moreover, the Company has approached financial institutions in relation to other financial
instruments to support the Company should the need arise.
Finally, the Company has earmarked non-core
immovable property that could be disposed of.
With these contingency plans in place, the directors are
confident that the Company will continue to have sufficient liquidity to operate in the foreseeable future.
Therefore, based on information available at the time of approving these financial statements, the directors
have reasonable expectation that the Company will be able to meet all of its obligations as and when they
arise, and that therefore the going concern basis adopted for the preparation of these financial statements is
appropriate.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2.
MATERIAL ACCOUNTING POLICY INFORMATION - continued
16
Functional and presentation currency
The financial statements are presented in Euro (€) which is also the Company's functional currency.
New or amended accounting standards and interpretations adopted
The Company adopted all of the new or amended Accounting Standards and Interpretations issued by the
International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee and endorsed by
the EU that are mandatory for the current reporting period. The adoption of these amendments to the
requirements of IFRS Accounting Standards 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.
New or revised standards, interpretations and amendments issued but not yet effective
At the end of the reporting period, certain new standards, interpretations or amendments thereto, were in
issue and endorsed by the EU, but not yet effective for the current financial period. There have been no
instances of early adoption of standards, interpretations or amendments ahead of their effective date. The
directors anticipate that the adoption of the new standards, interpretations or amendments thereto, will not
have a material impact on the financial statements upon initial application.
Revenue from contracts with customers
Revenue from contracts with customer is recognised at an amount that reflects the consideration to which
the Company is expected to be entitled when performance obligation is satisfied in a manner that depicts the
transfer of control over the goods or services promised to the customer. A performance obligation may be
satisfied either at a point in time or over time.
The consideration relates to the transaction price allocated to each performance obligation as defined in the
contract with the customer. The transaction price reflects discounts, rebates, refunds, granted to customers
and excludes sales taxes, if any.
Rental income
Rental income from investment property is recognised in the statement of comprehensive income on a
straight-line basis over the term of the lease.
Tax
The tax charge/credit in the profit or loss for the year normally comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the
end of the reporting period, and any adjustments to tax payable in respect of previous years.
Deferred tax 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. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, based on tax rates that have been enacted or substantively enacted at the end of the reporting
period.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2.
MATERIAL ACCOUNTING POLICY INFORMATION - continued
Tax - continued
17
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilised and/or sufficient taxable temporary differences are
available. Deferred tax assets are reduced to the extent that is no longer probable that the related tax benefit
will be realised.
Investment property
Investment property also includes right-of-use assets in terms of IFRS 16. Accounting policy for right-of-use
assets is included in the section entitled 'Leases'.
Investment property, comprising commercial premises including offices, shops, showrooms, warehouses and
car spaces, is held for long-term rental yields or for capital appreciation or both, and is not occupied by the
Company. Investment property, which comprises land and buildings, is initially recognised at cost, including
transaction costs and borrowing costs. Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a
qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while
acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is
substantially complete and is suspended if the development of the asset is suspended.
After initial recognition, investment property is carried at fair value. Fair value is based on active market prices,
adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. The fair
value of investment property reflects, among other things, rental income from current leases and assumptions
about rental income from future leases in the light of current market conditions. The fair value also reflects,
on a similar basis, any cash outflows that could be expected in respect of the property. If this information is
not available, the Company uses alternative valuation methods such as recent prices on less active markets
or discounted cash flow projections.
Valuations are reviewed annually by the directors, and every three years by a professional valuer. Investment
property that is being redeveloped for continuing use as investment property or for which the market has
become less active continues to be measured at fair value. Fair value measurement on property under
construction is only applied if the fair value is considered to be reliably measurable.
Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future
economic benefits associated with the item will flow to the Company and the cost of the item can be measured
reliably. All other repairs and maintenance costs are charged to the profit or loss during the financial period
in which they are incurred. When part of an investment property is replaced, the carrying amount of the
replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance
the property and does not reflect the related future benefits from this future expenditure other than those a
rational market participant would take into account when determining the value of the property. Changes in
fair values are recorded in the profit or loss for the year.
Investment properties are derecognised when disposed of or when the investment property is permanently
withdrawn and there is no future economic benefit expected from its disposal. The cost and related
accumulated depreciation and impairment losses, if any are derecognised and the difference between the
disposal proceeds and the carrying amount is recognised in profit or loss within “other income/(loss)”.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2.
MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment property - continued
18
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair
value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the
Company decides to dispose of an investment property without development, the Company continues to treat
the property as an investment property. Similarly, if the Company begins to redevelop an existing investment
property for continued future use as investment property, it remains an investment property during the
redevelopment.
If an item of property, plant and equipment becomes an investment property because its use has changed,
any difference resulting between the carrying amount and the fair value of this item at the date of transfer is
treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the
property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any
remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity.
Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive
income against any previously recognised revaluation surplus, with any remaining decrease charged to profit
or loss. Upon the disposal of such investment property, any surplus previously recorded in equity is
transferred to retained earnings; the transfer is not made through profit or loss.
Depreciation commences when the depreciable assets are available for use and is charged to profit or loss
so as to write off the fair valued amount, less any estimated residual value, over their estimated useful lives,
on the following bases:
Improvements
10% straight line
Furniture and fixtures
10% straight line
Impairment of non-financial assets
The carrying amount of the Company's assets are reviewed at the end of each reporting period to determine
whether there is any indication of impairment. If such indication exists then the asset's recoverable amount
is estimated.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in profit or loss.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less cost to sell. 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.
Impairment losses recognised in prior periods are assessed at the end of each reporting period for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been
a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to
the extent that the asset's carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2.
MATERIAL ACCOUNTING POLICY INFORMATION - continued
19
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
Company becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. Financial liabilities
are derecognised when they are extinguished, discharged, cancelled or expire.
Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently measured,
as follows:
•
financial assets at amortised cost;
•
financial assets at fair value through other comprehensive income; and
•
financial assets at fair value through profit or loss.
The Company's financial assets are mainly financial assets at amortised cost.
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model whose
objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give rise to cash
flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction costs
that are directly attributable to the acquisition of the financial asset. Discounting is omitted where the effect
of discounting is immaterial.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest
method less impairment losses, if any. Gains or losses are recognised in profit or loss when the asset is
derecognised, modified, or impaired.
The Company’s financial assets under this classification include cash and cash equivalents and trade and
other receivables.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2.
MATERIAL ACCOUNTING POLICY INFORMATION - continued
Financial instruments - continued
20
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) on financial assets that are
measured at amortised cost. Equity instruments are not subject to impairment assessment.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Company expects to receive, discounted at an approximation of the original
effective interest rate.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (12-month ECL). For those credit exposures for which there has been
a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECL).
The Company considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Company may also consider a financial asset to be in default when internal or
external information indicates that the Company is unlikely to receive the outstanding contractual amounts in
full. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows and usually occurs when past due for more than one year and not subject to enforcement activity.
For trade receivables, the Company applies a simplified approach to measuring ECLs which recognises
lifetime ECLs. The ECLs on these financial assets are estimated using a provision matrix based on the
Company’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and
the economic environment.
Financial liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
•
financial liabilities at amortised cost; and
•
financial liabilities at fair value through profit or loss.
The Company’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and are
subsequently measured at amortised cost using the effective interest method. All interest-related charges
under the interest amortisation process are recognised in profit or loss.
On derecognition, the difference between the carrying amount of the financial liability (or part of a financial
liability) extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, are recognised in profit or loss.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
2.
MATERIAL ACCOUNTING POLICY INFORMATION - continued
Financial instruments - continued
21
Financial liabilities under this category include borrowings, and trade and other payables.
Leases
Right-of-use
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured
at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease
payments made at or before the commencement date net of any lease incentives received, any initial direct
costs incurred.
Right-of-use assets are subsequently measured at fair value and depreciated on a straight-line basis over
the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the
Company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is
over
its
estimated
useful
life.
Right-of
use
assets
are
subject
to
impairment
or
adjusted
for
any
remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred.
Lease liability
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or,
if that rate cannot be readily determined, the consolidated entity's
incremental
borrowing
rate.
Lease
payments
comprise
of
fixed
payments
less
any
lease
incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under
residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from change in an index
or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When
a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or
loss if the carrying amount of the right-of-use asset is fully written down.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
22
3.
FINANCIAL RISK MANAGEMENT
The Company's activities potentially expose it to a variety of financial risks: market risk (including foreign
exchange risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's overall risk
management focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Company's financial performance. The Board provides principles for overall risk management,
as well as policies covering risks referred to above, and specific areas such as investment of excess liquidity.
The Company did not make use of derivative financial instruments to hedge risk exposures during the current
and preceding financial years.
Market risk
(i)
Foreign currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which
are denominated in a currency that is not the entity's functional currency. The Company has no significant
currency risk since substantially all assets and liabilities are denominated in Euro.
(ii)
Cash flow and fair value interest rate risk
The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of the
market interest rates on its financing position and cash flows.
As at reporting date, the Company has fixed rate interest-bearing bonds. Accordingly, operating cash flows
are substantially independent of changes in market interest rates.
As at the statement of financial position date, the Company's exposure to changes in interest rates on bank
accounts held with financial institutions was limited as the Company is subject to fixed interest rates.
Based on the above, the Board considers the potential impact in profit or loss of a defined interest rate shift
that is reasonably possible at the reporting date to be immaterial.
Credit risk
Credit risk arises from credit exposures to customers and amounts held with financial institutions.
The maximum credit exposure to credit risk at the reporting date in respect of the financial assets was as
follows:
2024
€
2023
€
Trade and other receivables
52,550
402,782
Cash and cash equivalents
819,033
371,858
871,583
774,640
Credit risk on amounts deposited with local financial institutions is considered as limited, since cash at bank
and fixed term deposits are placed with local financial institutions having a high-quality standing.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
3.
FINANCIAL RISK MANAGEMENT - continued
(b) Credit risk - continued
23
With regards to amounts receivable arising from rental income, the Company assesses the credit quality of
the third-party tenants on an ongoing basis, taking into account financial position, past experience and others
factors. The Company manages credit limits and exposures actively in a practicable manner such that there
is no material past due amounts receivable from third-party tenants as at the reporting date. The Company
has no significant concentration of credit risk arising from third-parties.
As at 31 December 2024, trade receivables of €28,892 (2023: €32,455) were impaired. Provisions for
impairment in this respect are equivalent to the amounts disclosed. The impaired receivables relate to a
previous tenant which is in unexpectedly difficult economic situations.
The movement in provisions for expected credit losses of trade receivables is disclosed in Note 13 to the
financial statements.
Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its financial
liabilities, which comprise principally interest-bearing borrowings, lease liabilities and trade and other
payables (Notes 18, 19 and 21). Prudent liquidity risk management includes maintaining sufficient cash to
ensure the availability of an adequate amount of funding to meet the Company's obligations and ensuring
that alternative funding is available when the bonds are due for repayment.
The following table analyses the Company's financial liabilities into relevant maturity groupings based on the
remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the tables
below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying
balances, as the impact of discounting is not significant.
Carrying
amount
€
Contractual
cash flow
€
Due within
one year
€
Between 1
and 2
years
€
Between 2
and 5
years
€
After 5 years
€
31 December 2024
Lease liabilities
5,304,172
11,016,163
252,630
255,675
785,755
9,722,103
Borrowings
32,738,200
41,732,135
7,484,135
1,104,000
8,784,000
24,360,000
Trade and other payables
2,675,666
2,675,666
2,539,949
135,717
-
-
40,718,038
55,423,964
10,276,714
1,495,392
9,569,755
34,082,103
31 December 2023
Lease liabilities
5,353,837
11,225,993
249,630
252,630
991,800
9,731,933
Borrowings
29,648,248
39,748,900
1,260,450
4,240,450
9,048,000
25,200,000
Trade and other payables
421,181
421,181
305,300
115,881
-
-
35,423,266
51,396,074
1,815,380
4,608,961
10,039,800
34,931,933
The Company continues to assess its funding requirements to ensure that adequate funds are in place to
meet its financial liabilities when they fall due.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
3.
FINANCIAL RISK MANAGEMENT - continued
24
Fair value of financial instruments
The fair values of non-current borrowings is based on amortised cost representing proceeds received net of
transaction costs incurred. The amortisation of transaction costs is calculated using the effective yield method.
As at 31 December 2024 and 2023, the carrying amounts of other financial instruments, comprising cash at
bank, trade and other receivables, trade and other payables and accrued expenses approximated their fair
values due to their short-term maturities.
Capital risk management
The Company's objectives when managing capital are:
•
to safeguard the Company's ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders;
•
to maintain an optimal capital structure to reduce the cost of capital; and
•
to comply with requirements of the Prospectus issued in relation to the 5.25%, 4.40% and 4.00% bonds.
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence to sustain future development of business. The Board of Directors monitors the return on capital,
which the Company defines as the profit for the year divided by total equity. The Board of Directors also
monitors the level of dividends to ordinary shareholders.
4.
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Estimates and judgements are continually evaluated and are based on historical and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the directors, with the exception of the fair valuation of investment properties in Note 10, the
accounting estimates 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 critical in terms of the
requirements of IAS 1.
5.
REVENUE
Revenue relates to the lease of offices, retail stores, warehousing and car spaces in Central Business Centres
Zebbug, the Central Business Centre Gudja, the Central Business Centre St. Julian's, the Central Business
Centre Valletta and the Central Business Centre Mriehel.
2024
€
2023
€
Rental income
2,196,478
1,643,793
Maintenance income
176,669
110,914
2,373,147
1,754,707
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
25
6.
OPERATING PROFIT
The operating profit is stated after charging:
2024
€
2023
€
Depreciation charge (Note 10)
70,837
56,513
Directors' fees (i)
14,500
14,500
Chief Executive Officer's fees (i)
30,000
30,000
i. The directors' fees were paid to the non-executive directors, whereas the Chief Executive Officer received
payments amounting to €30,000 (2023: €30,000). The directors do not receive any form of monetary or
non-monetary perks or benefits.
Auditor's remuneration
Fees charged by the auditor for services rendered during the financial years ended 31 December relate to
the following:
2024
€
2023
€
Annual statutory audit
8,400
8,000
Tax compliance
650
1,450
Interim review
1,000
950
Other services
1,550
500
11,600
10,900
7.
FINANCE INCOME
2024
€
2023
€
Interest income from banks and quoted securities
5,803
4,654
Investment income from treasury bills
9,381
15,351
15,184
20,005
8.
FINANCE COSTS
2024
€
2023
€
Interest payable on bonds
1,261,130
1,260,424
Amortisation of bond issue costs (Note 18)
63,461
41,366
Interest expense on lease liabilities (Note 19)
217,988
19,821
Amortisation of discount on zero coupon callable notes (Note 18)
60,825
-
Finance costs capitalised within investment property (Note 10)
-
(19,688)
1,603,404
1,301,923
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
26
9.
TAX
The tax charged to profit or loss comprised of the following:
2024
€
2023
€
Current tax charge
190,097
8,388
Deferred tax charge
2,972,281
6,993
3,162,378
15,381
The tax on the Company's profit before tax differs from the theoretical tax expense that would arise using the
applicable tax rate in Malta of 35% as follows:
2024
€
2023
€
Profit before tax
6,643,030
53,769
Theoretical expense at 35%
2,325,061
18,819
Tax effect of:
Non-taxable income
-
(468)
Non-deductible expenses, net
90,948
34,258
Absorbed capital allowances
(34,574)
(33,505)
Income subject to different tax rate
(3,037)
(3,723)
Increase in fair value of investment property taxed at different rate
850,318
-
Other movements
(66,338)
-
3,162,378
15,381
10.
INVESTMENT PROPERTY
Fair value
Improvements,
furnitures and
fixtures
€
Investment
properties
€
Total
€
At 1 January
387,202
62,535,084
62,922,286
Additions
173,013
5,711,131
5,884,144
Lease modification
-
(177,855)
(177,855)
Increase in fair value
-
6,252,288
6,252,288
Depreciation charge
(70,837)
-
(70,837)
At 31 December
489,378
74,320,648
74,810,026
The investment property includes the right-of-use assets acquired during the prior year in relation to the
temporary emphyteusis of the leasehold land classified as investment property.
On 23 September 2024, the Company acquired a property located at Mriehel, Birkirkara for a total purchase
price of €4,500,000. The acquisition was financed through the issuance of Zero Coupon Unsecured Callable
Notes 2025 (Note 18). The purchase price includes land and a building.
Depreciation relates to the depreciation of improvements and furniture on the investment properties. The
depreciable amount is allocated on a systematic basis to each accounting period over its useful life.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
10.
INVESTMENT PROPERTY - continued
27
Rental income and maintenance fees earned by the Company for the year from investment property
amounted to €2,373,147 (2023: €1,754,707) and maintenance costs amounted to €88,648 (2023: €110,966).
Fair valuation of the investment property
On 19 December 2024, the Company's investment property, which spans four localities in Zebbug, Gudja,
St. Julian's, and Valletta, were revalued by an independent professionally qualified valuer. The book value
was adjusted to the revalued amount and the resultant surplus, net of applicable deferred income taxes, was
credited to the statement of comprehensive income. In the case of the Central Business Centre Mriehel which
was acquired during the year, the purchase price was deemed to approximate the market value.
Valuations were made on the basis of open market value taking cognisance of the specific location of the
property, the size of the site together with its development potential, the availability of similar properties in the
area, and whenever possible, having regard to recent market transactions for similar properties in the same
location.
The Company is required to analyse non-financial assets carried at fair value by level of the fair value
hierarchy within which the recurring fair value measurements are categorised in their entirety (Level 1, 2 or
3). The different levels of the fair value hierarchy have been defined as fair value measurements using:
•
Quoted prices (unadjusted) in active markets for identical assets (Level 1);
•
Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2);
•
Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level
3).
The Company's investment property comprises the properties described above. The Central Business
Centres Zebbug, the Central Business Centre Gudja, the Central Business Centre St. Julian's including Villa
Fieres, Central Business Centre Valletta and the Central Business Centre Mriehel are complete and being
leased. The commercial centre in Zebbug is under construction and is expected to be completed next year.
Property fair value measurements at 31 December 2024 use significant unobservable inputs and are
accordingly categorised within Level 3 of the fair valuation hierarchy.
The Company's policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning
of the reporting period. There were no transfers between different levels of the fair value hierarchy during the
year ended 31 December 2024.
A reconciliation from the opening balance to the closing balance of land and building for recurring fair value
measurements categorised within Level 3 of the value hierarchy, is reflected in the table above.
Valuation processes
The valuation of these properties is performed on the basis of the valuation reports prepared by an
independent third party qualified valuer. These reports are based on both:
•
information provided by the Company; and
•
assumptions and valuation models used by the valuers with assumptions being typically market
related and based on professional judgement and market observation.
The information provided to the valuers, together with the underlying assumptions and valuation models used
by the valuers, are reviewed by the Board of Directors. The Board then considers the valuation report as part
of its overall responsibilities.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
10.
INVESTMENT PROPERTY - continued
Fair valuation of the investment property - continued
28
Valuation techniques
The valuation was performed using the guidelines of the "Valuation Standards for accredited Valuers"
published by the Kamra tal-Periti.
Given the specific nature of these assets, the valuations of the Level 3 property have been performed by
reference to valuation models. These valuation models include:
•
in the case of the completed properties, namely those located in Zebbug,
Gudja, St. Julian’s and Valletta,
the annual rental value earned, adjusted for comparative rates available on the market for simılar
properties. The valuation model also assumes capitalisation rates, which deemed to reflect the risks
inherent in the utilisation of the specific properties and long-term occupancy for the respective business
centres. Rental and occupancy rates factor in adjustments for the respective properties to cater for
differences in the size, age, location and condition of the properties; and
•
in the case of the Central Business Centre Mriehel acquired during the year it was deemed that the
purchase price as at date of transfer approximates the market value.
The significant unobservable inputs in the valuation include:
•
average annual rental value of the properties assumed at a range between €
90 and €265 per square
meter, per annum, taking into account market data at the valuation date depending on the location,
•
rental streams are capitalised at a rate of 7% which is deemed to reflect the risks inherent in the utilisation
of the specific properties; and
•
long term occupancy ranging between 46% and 100% to cater for differences in the size, age, location
and condition of the properties
11.
DEFERRED TAX ASSETS
The asset for deferred tax is analysed as follows:
2024
€
2023
€
Lease liabilities
1,856,460
1,873,843
Allowance on expected credit losses
10,112
-
1,866,572
1,873,843
The deferred tax asset movement is made up of:
2024
€
2023
€
Balance at beginning of the year
1,873,843
-
Recognition of deferred tax asset on lease liabilities
(17,383)
1,873,843
Recognition of deferred tax asset on expected credit losses
10,112
-
1,866,572
1,873,843
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
29
12.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2024
€
2023
€
Quoted securities
26,600
81,000
13.
TRADE AND OTHER RECEIVABLES
2024
€
2023
€
Trade receivables
52,550
198,777
Other receivables
-
204,005
52,550
402,782
Trade receivables are stated net of an allowance for expected credit losses amounting to €28,892 (2023:
€32,455). During the year, the Company recovered €3,563 from its impaired trade receivable.
The Company's exposure to credit risk and the expected credit losses on trade receivables are disclosed in
Note 3.
14.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand, balances with banks and short term treasury bills with a
maturity date of 3 months and which will mature between a few days and three months. Cash and cash
equivalents included in the statement of cash flows reconcile to the amounts shown in the statement of
financial position as follows:
2024
€
2023
€
Cash in hand
109
113
Cash at banks
269,033
221,858
Treasury bills
550,000
150,000
819,142
371,971
Included with the bank balances is a restricted amount of €35,688 (2023: €39,098) which is pledged as
security against guarantees issued in favour of a third party (Note 24).
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
30
15.
SHARE CAPITAL
2024
€
2023
€
Authorised, issued and fully paid up
250,000 ordinary shares of €1 each
250,000
250,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's
residual assets.
16.
CAPITAL RESERVE
2024
€
2023
€
Other capital reserves
15,850,000
15,850,000
Subordinated loan
250,000
250,000
16,100,000
16,100,000
In 2014, 2017 and 2018, the Company entered into various subordinated loans with related parties to partly
finance the acquisition of Central Business Centre Zebbug, the Central Business Centre Gudja and the
Central Business Centre St. Julian's for total of €16,100,000.
These subordinated loans, apart from the €250,000, were waived in 2021.
17.
EARNINGS PER SHARE
Earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted
average number of ordinary shares in issue during the period.
2024
2023
Profit for the year
€ 3,480,652
€
38,388
Weighted average number of ordinary shares in issue
250,000
250,000
Earnings per share
€
13.92
€
0.15
There is no difference between the basic and diluted earnings per share as the Company has no potential
dilutive ordinary shares.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
31
18.
BORROWINGS
2024
€
2023
€
Bonds 2025
2,967,204
-
Zero coupon callable notes
3,052,686
-
6,019,890
-
Due after more than one year
Bonds 2025
-
2,965,617
Bonds 2027
5,962,750
5,950,845
Bonds 2033
20,755,560
20,731,786
26,718,310
29,648,248
The interest rate exposure of the Company's borrowings are as follows:
2024
2023
Bonds 2025
5.25%
5.25%
Bonds 2027
4.40%
4.40%
Bonds 2033
4.00%
4.00%
2024
€
2023
€
Borrowings outstanding
Proceeds
33,224,000
29,980,000
Gross amount of bond issue costs
(557,606)
(497,049)
Amortisation of gross amount of bond issue costs:
At 1 January
165,297
124,029
Amortisation charge for the year
63,461
41,366
Release of bond issue costs on repaid bond
(27)
(98)
Accumulated amortisation at end of period
228,731
165,297
Unamortised bond issue costs
(328,875)
(331,752)
Gross amount of discount on zero coupon callable notes
(217,750)
-
Amortisation of discount
60,825
-
Unamortised discount on zero coupon callable notes
(156,925)
-
Amortised cost and closing carrying amount
32,738,200
29,648,248
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
18.
BORROWINGS - continued
32
On 5 December 2014, the Company issued a Prospectus for the issue of a 6,000,000 Bond having a nominal
value of €1 each. The Bond was issued in two tranches of €3,000,000 each. The first tranche was issued on
22 December 2014, and was fully subscribed, while the second tranche was issued on 24 December 2015,
and was also fully subscribed. The Company's bonds are included on the official list of the Malta Stock
Exchange. The first tranche was admitted to trading in 2014 and was redeemed at par on 30 December 2021.
The second tranche was admitted to trading with effect from 29 December 2015 and is redeemable at par on
30 December 2025.
The net proceeds from the first tranche have been used to acquire the Central Business Centres in Zebbug,
St. Julian's and Gudja to finance the demolition and excavation works of the Central Business Centre St.
Julian's as well as to finish works on the Central Business Centre Gudja.
The net proceeds from the second tranche have been used for the development and construction of the St.
Julian's Central Business Centre. Interest on bonds issued as part of the second tranche is payable annually
in arrears, on 30 June and 30 December of each year. The first payment was made on 30 June 2016.
On 7 July 2017, the Company issued a Prospectus for the issue of a 10,000,000 Bond having a nominal value
of €1 each. The Bond was issued in two tranches, the first tranche amounting to €6,000,000 was issued on
12 June 2017, and was fully subscribed, while the second tranche of €4,000,000 was not issued.
Interest on the bonds issued as part of the first tranche is payable annually in arrears on 7 July of each year,
the first payment was made on 7 July 2018. The net proceeds were utilised to acquire the new Zebbug site.
On 24 September 2021, the Company issued a Prospectus for the issue of a 210,000 Bond having a nominal
value of €100 each. The Bond was issued in one tranche amounting to €21,000,000 on 10 November 2021,
and was fully subscribed.
Interest on the bonds issued is payable annually in arrears on 10 November of each year, the first payment
was on 10 November 2022. The net proceeds were utilised to acquire the Valletta property.
On May 2022, the Company repurchased and cancelled €15,000 of its 5.25% Unsecured 2025 S2T1 bonds.
On October 2023, the Company repurchased and cancelled €5,000 of its 5.25% Unsecured 2025 S2T1
bonds.
On January 2024, the Company repurchased and cancelled €6,000 of its 5.25% Unsecured 2025 S2T1
bonds.
On 13 August 2024, the Company issued an Offering Document in respect of a €3,250,000 Zero Coupon
Unsecured Callable Notes 2025. The Notes were issued at a discount and have a nominal value of €100 per
note. The Notes were made available for subscription during the Offer Period from 13 August 2024 to 30
August 2024 and were fully subscribed. The Notes do not bear interest but were issued at a discount and will
be redeemable at par on 31 August 2025, unless redeemed earlier at the option of the Issuer within the
Callable Period.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
18.
BORROWINGS - continued
33
The net proceeds from the issuance of the notes have been used for the acquisition of the property in Mriehel
and the development and refurbishment of the acquired property.
2024
€
2023
€
Borrowings as at 1 January
29,648,248
29,611,882
Zero coupon callable notes
3,250,000
-
Additional bond issue costs
(60,584)
-
Amortisation of bond issue costs
63,461
41,366
Repayment of bonds
(6,000)
(5,000)
Gross amount of discount on zero coupon callable notes
(217,750)
-
Amortisation of discount
60,825
-
Borrowings as at 31 December
32,738,200
29,648,248
19.
LEASE LIABILITIES
2024
€
2023
€
Gross lease payments:
Due after more than five years
9,722,103
9,731,932
Due after one year but within five years
1,041,431
1,244,431
Due within one year
252,630
249,630
11,016,164
11,225,993
Discounting
(5,711,992)
(5,872,156)
Lease liabilities
5,304,172
5,353,837
Movements in lease liabilities during the year are as follows:
2024
€
2023
€
At 1 January
5,353,837
-
Additions
-
5,373,816
Interest expense
217,988
19,821
Lease payments
(89,798)
(39,800)
Lease modification
(177,855)
-
At December 31
5,304,172
5,353,837
Under the terms of lease agreements, no contingent rents are payable.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
34
20.
DEFERRED TAX LIABILITIES
2024
€
2023
€
Effect of fair value movement on investment property
6,950,000
3,911,381
Right-of-use assets
1,818,586
1,880,836
Provisions
-
11,359
8,768,586
5,803,576
Deferred income taxes are calculated on all temporary differences under the liability method using a principal
rate of 35%. The balance as at 31 December represents:
2024
€
2023
€
Tax effect of temporary differences arising from:
- Recognition of deferred tax liability on right-of-use assets
1,818,586
1,880,836
- Movement of investment property fair value
6,950,000
3,911,381
- Provisions for impairment of trade receivables
-
11,359
8,768,586
5,803,576
The recognised deferred tax assets and liabilities are expected to be recovered or settled principally after
more than twelve months.
21.
TRADE AND OTHER PAYABLES
Non-current
2024
€
2023
€
Trade payables
-
30,164
Lease deposits
135,717
85,717
135,717
115,881
Current
2024
€
2023
€
Trade payables
114,737
119,644
Capital creditor
2,250,000
-
Deposits
175,212
185,656
VAT payable
32,536
32,823
Deferred income
408,033
306,620
Accruals
10,801
10,525
Bond interest payable (Note 18)
249,371
249,316
3,240,690
904,584
The capital creditor is secured by a special hypothec and a special privilege on the property acquired, interest
free and payable by 31 December 2025 with the option to extend subject to 6% interest per annum.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS - continued
35
22.
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details the changes in the Company’s liabilities arising from financing activities, including
both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows
were, or future cash flows will be, classified in the Company’s statement of cash flows as cash flows from
financing activities.
Balance at
01.01.2024
€
Cash flows
used in
financing
activities
€
Non-cash
changes
€
Balance at
31.12.2024
€
Borrowings (Note 18)
29,648,248
2,965,665
124,287
32,738,200
Balance at
01.01.2023
€
Cash flows
used in
financing
activities
€
Non-cash
changes
€
Balance at
31.12.2023
€
Borrowings (Note 18)
29,611,882
(5,000)
41,366
29,648,248
23.
RELATED PARTY TRANSACTIONS
The companies forming part of the S.M.W. Cortis Limited Group are considered by the directors to be related
parties as these companies are under a common directorship of Mr. Joseph Cortis. All members of the Cortis
family are deemed to be related parties.
The following transactions were carried out with related parties:
2024
€
2023
€
Purchases
50,000
173,643
Maintenance fees
88,648
110,966
Lease payments
50,000
-
Administration and management fees
47,145
41,470
Directors' fees
14,500
14,500
Chief Executive Officer's fees
30,000
30,000
On 19 April 2024, the directors declared a net dividend of €2,625 (2023: €2,500).
24.
CONTINGENT LIABILITIES
As at 31 December 2024, the Company has provided guarantees amounting to €35,688 (2023: €39,098) in
favour of a third party.
RSM Malta is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network.
Each member of the RSM network is an independent accounting and consulting firm which practices in its own right.
The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T: 356 2278 7000
www.rsm.com.mt
36
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Central Business Centres p.l.c. ("the
Company"), set out on pages 11 to 35, which comprise the statement of financial position as at 31
December 2024, the statement of comprehensive income, statement of changes in equity and statement
of cash flows for the year then ended, and notes to the financial statements, including a summary of
material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company
as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRS Accounting Standards) as adopted
by the European Union (EU), and have been properly prepared in accordance with the requirements of
the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
Basis for Opinion
We
conducted
our
audit
in
accordance
with
International
Standards
on
Auditing
(ISAs).
Our
responsibilities under those standards are further described in the
Auditors’ Responsibilities for the Audit
of the Financial Statements
section of our report. We are independent of the Company in accordance
with the ethical requirements of both the International Ethics Standards Board for Accountants'
International
Code
of
Ethics
for
Professional
Accountants
(including
International
Independence
Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant Holders)
Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are relevant to our
audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance
with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we declare that the non-audit services that we have provided
to the Company are in accordance with the applicable laws and regulations in Malta and that we have
not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act
(Cap. 281). The non-audit services that we have provided to the Company for the year ended 31
December 2024 are disclosed in Note 6 to the financial statements.
37
INDEPENDENT AUDITOR’S REPORT
– continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Valuation of investment property
The carrying amount of investment property in the statement of financial position represents the value
of the land, development and borrowing costs attributable to commercial blocks located in Zebbug,
Gudja, St. Julian's,
Valletta and Mriehel, which are either held for lease or property under development
as at 31 December 2024. It also includes the right-of-use asset in relation to the temporary emphyteusis
of the leasehold land classified as investment property.
The properties were revalued on 19 December 2024 by a professionally qualified valuer. Valuations
were made on the basis of open market value taking cognisance of the specific location of the property,
the size of the site together with its development potential, the availability of similar properties in the
area, and whenever possible, having regard to recent market transactions for similar properties in the
same location.
On 23 September 2024, the Company purchased a commercial block located in Mriehel with the
intention to lease out the said property.
Valuation of the Company's property portfolio is inherently subjective principally due to the judgemental
nature of the factors mentioned above. The significance of the estimates and judgements involved,
coupled with the fact that a small percentage difference in individual property valuations, when
aggregated, could result in a material misstatement, warrants specific audit focus in this area.
Further disclosure is included in Note 10 to these financial statements.
Audit response
We understood and evaluated the assessment performed by management to ascertain the fair value of
the investment property.
Our audit procedures included a review of the property information in the valuation reports prepared by
the third party qualified valuer and challenging the significant unobservable inputs that were applied.
We have traced the final deed of sale in relation to the newly acquired property.
We concluded, based on our audit work, that the outcome of the assessment is reasonable.
In addition, we reviewed the adequacy of disclosures made in Note 10 to these financial statements and
concluded that these are adequate.
38
INDEPENDENT AUDITOR’S REPORT
– continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Other Information
The directors are responsible for the other information. The other information comprises the general
information, the directors’ report and the corporate governance - statement of compliance, but does not
include the financial statements and out auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and we do not express any form of assurance conclusion thereon
except as explicitly stated within the
Report on Other Legal and Regulatory Requirements
.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we have obtained prior
to the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether the
information given in the directors’ report is compliant with the disclosure requirements of Article 177 of
the same Act.
Based on the work we have performed, in our opinion:
•
the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.
386);
•
the information given in the directors’ report for the financial year for which the financial
statements are prepared is consistent with
the financial statements; and
•
in light of our knowledge and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material misstatements in the directors’ report.
Responsibilities
of
the
Directors
and
those
charged
with
governance
for
the
Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Maltese
Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing 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 Company or to
cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
39
INDEPENDENT AUDITOR’S REPORT
– continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 our 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 financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the 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 our 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 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 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 Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we 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 our independence, and where applicable, related
safeguards.
40
INDEPENDENT AUDITOR’S REPORT
– continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements - continued
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because 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
the
Statement
of
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 their
Annual Financial
Report
a
Statement
of Compliance
providing an
explanation of the extent to which they have adopted the Code of Principles of Good Corporate
Governance and the effective measures that they have taken to ensure compliance throughout the
accounting period with those principles. The Capital Markets Rules also require the auditor to include a
report on the Statement of Compliance prepared by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Financial lReport.
Our responsibilities do not extend to considering whether this statement is
consistent with any other information included in the Annual Financial Report.
We are not required to and we do not, consider whether the Board's statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or its risk and control procedures. In
our opinion, the Statement of Compliance set out on page 7 to 10 has been properly prepared in
accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services
Authority.
41
INDEPENDENT AUDITOR’S REPORT
– continued
To the Shareholders of Central Business Centres p.l.c.
Report on Other Legal and Regulatory Requirements - continued
Report
on
compliance
with
the
requirements
of
the
European
Single
Electronic
Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We 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 Central Business Centres p.l.c. for the year ended 31 December
2024, 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 financial
statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the
ESEF RTS.
Auditor’s responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report, including
the financial statements, complies in all material respects with the ESEF RTS based on the evidence
we have obtained. We conducted our reasonable assurance engagement in accordance with the
requirements of ESEF Directive 6.
Our procedures included:
•
Obtaining an understanding of the entity's financial reporting process, including the preparation of
the annual financial report, in XHTML format.
•
Examining whether the annual financial report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2024 has been prepared in
XHTML format in all material respects.
42
INDEPENDENT AUDITOR’S REPORT
– continued
To the Shareholders of Central Business Centres p.l.c.
Report on other legal and regulatory requirements - continued
Other matters on which we are required to report by exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if, in our opinion:
•
proper accounting records have not been kept; or
•
proper returns adequate for our have not been received from branches we have not visited; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
we were unable to obtain all the information and explanations which, to the best of our knowledge and belief,
are necessary for the purposes of our audit.
We also have responsibilities 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.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as statutory auditors of the Company by the shareholders of the Company on 13
November 2020 for the year ended 31 December 2020, and we were subsequently reappointed by the
shareholders at the Company's general meeting for the financial years thereafter. The period of uninterrupted
engagement as statutory auditor of the Company is five financial years.
RSM Malta
Registered Auditors
Mdina Road
Zebbug ZBG 9015
Malta
Roberta West Falzon
Principal
4 April 2025