Report & Consolidated Financial Statements 31 December 2023
Company registration number: C 37513
Contents
Statement by the directors on the financial statements and other information included in the annual report Directors’ statement of compliance with the Code of Principles Of Good Corporate Governance Other disclosures in terms of capital markets rules Statements of total comprehensive income Statements of financial position Statements of changes in equity |
|
|
|
|
|
|
|
|
Group |
Company |
||
|
Notes |
2023 |
2022 |
2023 |
2022 |
|
|
€ |
€ |
€ |
€ |
|
|
|
|
|
|
Revenue |
5, 6 |
|
|
256,551 |
244,334 |
Operating expenses |
|
( |
( |
- |
- |
Gross profit |
|
|
|
256,551 |
244,334 |
Other income |
|
|
- |
- |
- |
Administrative expenses |
|
( |
( |
(771,401) |
(723,859) |
Marketing expenses |
|
( |
( |
(245,095) |
(312,708) |
Operating profit (loss) |
|
|
|
(759,945) |
(792,233) |
|
|
|
|
|
|
Finance income |
8 |
|
- |
3,037,911 |
3,791,427 |
Finance costs |
8 |
( |
( |
(3,740,666) |
(4,107,602) |
Share in loss of investment accounted for using the equity method |
|
( |
( |
- |
- |
Profit (loss) before tax |
9 |
|
|
(1,462,700) |
(1,108,408) |
Tax (expense) income |
|
|
|
|
|
- Current tax |
10 |
( |
( |
- |
- |
- Deferred tax |
10 |
|
|
261,199 |
192,911 |
Profit (loss) for the year |
|
|
|
(1,201,501) |
(915,497) |
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
Items that will be reclassified subsequently to profit or loss |
|
|
|||
Fair value through other comprehensive income: |
|
|
|
|
|
- current year gains |
|
- |
- |
13,778,781 |
11,670,476 |
Difference on exchange |
|
( |
|
(213,755) |
111,623 |
Income tax relating to components of other comprehensive income (loss) |
10, 23 |
|
( |
(4,822,573) |
(4,084,666) |
Other comprehensive (loss) income for the year, net of tax |
|
( |
|
8,742,453 |
7,697,433 |
Total comprehensive income for the year |
|
|
|
7,540,952 |
6,781,936 |
|
|
|
|
|
|
Earnings (loss) per share (basic and diluted) |
11 |
|
|
(0.03) |
(0.02) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
Company |
||
|
Notes |
2023 |
2022 |
2023 |
2022 |
|
|
€ |
€ |
€ |
€ |
Assets |
|
|
|
|
|
Non-current |
|
|
|
|
|
Intangible assets |
|
|
|
- |
- |
Property, plant and equipment |
12 |
|
|
1,838 |
2,949 |
Investment property |
13 |
|
|
- |
- |
Investment accounted for using the equity method |
14 |
|
|
- |
- |
Investments in subsidiaries |
15 |
- |
- |
203,827,691 |
190,024,039 |
Investment in associate |
14 |
- |
- |
7,845,472 |
8,084,098 |
Total non-current assets |
|
|
|
211,675,001 |
198,111,086 |
Current |
|
|
|
|
|
Inventories |
17 |
|
|
- |
- |
Trade and other receivables |
18 |
|
|
49,335,469 |
65,684,516 |
Financial assets at fair value through profit or loss |
|
|
- |
979,075 |
- |
Cash and cash equivalents |
19 |
|
|
1,862,340 |
695,472 |
Tax recoverable |
|
- |
|
- |
555,828 |
Total current assets |
|
|
|
52,176,884 |
66,935,816 |
Total assets |
|
|
|
263,851,885 |
265,046,902 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
20 |
|
|
48,002,000 |
48,002,000 |
Other components of equity |
|
( |
( |
68,097,100 |
59,354,647 |
Retained earnings |
|
|
|
45,116,715 |
52,318,216 |
Total equity |
|
|
|
161,215,815 |
159,674,863 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Non-current |
|
|
|
|
|
Bonds |
21 |
|
|
60,245,262 |
40,535,041 |
Shareholders’ loan |
22 |
- |
|
- |
5,203,300 |
Deferred tax liability |
23 |
|
|
39,991,802 |
35,430,428 |
Taxation |
|
|
|
- |
- |
Security deposits |
|
|
|
- |
- |
Total non-current liabilities |
|
|
|
100,237,064 |
81,168,769 |
Current |
|
|
|
|
|
Bank and other borrowings |
|
- |
|
- |
- |
Bonds |
21 |
- |
|
- |
19,910,050 |
Trade and other payables |
24 |
|
|
2,399,006 |
4,293,220 |
Taxation |
|
|
|
- |
- |
Total Current Liabilities |
|
|
|
2,399,006 |
24,203,270 |
Total liabilities |
|
|
|
102,636,070 |
105,372,039 |
Total equity and liabilities |
|
|
|
263,851,885 |
265,046,902 |
The financial statements were approved and authorised for issue by the Board of Directors on 25 April 2024. The financial statements were signed on its behalf by Joseph Pisani (Director) and Ahmed B.A.A.A. Wahedi (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. |
|
||||||
Group |
|
|
|
|
||
|
Share capital |
Other components of equity |
Retained earnings |
Total equity |
||
|
€ |
€ |
€ |
€ |
||
|
|
|
|
|
||
Balance at 1 January 2022 |
|
( |
|
|
||
Total recognised income for the year |
|
|
|
|
||
Profit for the year |
- |
- |
|
|
||
Other comprehensive income |
- |
|
- |
|
||
Total comprehensive income for the year |
- |
|
|
|
||
|
|
|
|
|
||
Balance at 31 December 2022 |
|
( |
|
|
||
|
|
|
|
|
||
Balance at 1 January 2023 |
|
( |
|
|
||
Total recognised income for the year |
|
|
|
|
||
Profit for the year |
- |
- |
|
|
||
Other comprehensive loss |
- |
( |
- |
( |
||
Total comprehensive (loss) income for the year |
- |
( |
|
|
||
Transactions with owners |
|
|
|
|
||
Dividends paid (see Note 20) |
- |
- |
( |
( |
||
Balance at 31 December 2023 |
|
( |
|
|
||
|
|
|
|
|
||
Company |
|
|
|
|
||
|
Share capital |
Other components of equity |
Retained earnings |
Total equity |
||
|
€ |
€ |
€ |
€ |
||
|
|
|
|
|
||
Balance at 1 January 2022 |
48,002,000 |
51,657,214 |
53,233,713 |
152,892,927 |
||
Total recognised income for the year |
|
|
|
|
||
Loss for the year |
- |
- |
(915,497) |
(915,497) |
||
Other comprehensive income |
- |
7,697,433 |
- |
7,697,433 |
||
Total comprehensive income (loss) for the year |
- |
7,697,433 |
(915,497) |
6,781,936 |
||
|
|
|
|
|
||
Balance at 31 December 2022 |
48,002,000 |
59,354,647 |
52,318,216 |
159,674,863 |
||
|
|
|
|
|
||
Balance at 1 January 2023 |
48,002,000 |
59,354,647 |
52,318,216 |
159,674,863 |
||
Total recognised income for the year |
|
|
|
|
||
Loss for the year |
- |
- |
(1,201,501) |
(1,201,501) |
||
Other comprehensive income |
- |
8,742,453 |
- |
8,742,453 |
||
Total comprehensive income (loss) for the year |
- |
8,742,453 |
(1,201,501) |
7,540,952 |
||
Transactions with owners |
|
|
|
|
||
Dividends paid (see Note 20) |
- |
- |
(6,000,000) |
(6,000,000) |
||
Balance at 31 December 2023 |
48,002,000 |
68,097,100 |
45,116,715 |
161,215,815 |
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Group |
Company |
||
|
Notes |
2023 |
2022 |
2023 |
2022 |
|
|
€ |
€ |
€ |
€ |
Operating activities |
|
|
|
|
|
Profit (loss) before tax |
|
|
|
(1,462,700) |
(1,108,408) |
Adjustments |
25 |
|
|
703,866 |
317,285 |
Net changes in working capital |
25 |
|
|
18,728,542 |
15,786,156 |
Tax paid |
|
( |
( |
- |
- |
Tax refunded |
|
|
|
555,828 |
464,139 |
Net cash generated from operating activities |
|
|
|
18,525,536 |
15,459,172 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Payments to acquire property, plant and equipment |
|
( |
( |
- |
(2,908) |
Payments to acquire financial assets |
|
( |
- |
(975,915) |
- |
Interest received |
|
|
- |
2,204 |
- |
Net cash used in investing activities |
|
( |
( |
(973,711) |
(2,908) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Dividends paid |
|
( |
( |
(7,000,000) |
(2,000,000) |
Proceeds from issue of bond |
|
|
|
19,578,265 |
29,499,345 |
Repayment of bonds |
|
( |
( |
(20,000,000) |
(40,000,000) |
Repayment of other borrowings |
|
- |
( |
- |
- |
Repayment of shareholders loans |
|
( |
- |
(5,203,300) |
- |
Interest paid |
|
( |
( |
(3,759,984) |
(4,030,008) |
Net cash used in financing activities |
|
( |
( |
(16,385,019) |
(16,530,663) |
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
( |
1,166,806 |
(1,074,399) |
Cash and cash equivalents, beginning of year |
|
|
|
695,472 |
1,770,068 |
Cash and cash equivalents before effect of foreign exchange rate changes |
|
|
|
1,862,278 |
695,669 |
Effect of foreign exchange rate changes |
|
( |
( |
62 |
(197) |
Cash and cash equivalents, end of year |
19 |
|
|
1,862,340 |
695,472 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|
||||
|
|
||||
|
|
||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
||||
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|||||||||||||||||||||
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|||||||||||||||||||||
|
|||||||||||||||||||||
|
|||||||||||||||||||||
|
|
||||||||||||||||||||
|
|
|
|||||
|
|
|
|||||
|
|
|
|||||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
|
|
||||||
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
||||||||
|
|
|
||||||||
|
|
|
|
|||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
||||||||||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
||||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
||||
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|||||
|
|||||
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
||||
|
||||
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|||||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|||||||||||||||
|
|||||||||||||||
|
|||||||||||||||
|
|||||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|
|
|||||||||||||
|
|||||||||||||||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
||||
|
||||
|
||||
|
30
|
|
|
||||||||||||||||||||
Independent auditor’s report To the shareholders of Mediterranean Investments Holding p.l.c. Report on the audit of the financial statements Opinion We have audited the financial statements of Mediterranean Investments Holding plc (the “Company”) and of the Group of which it is the parent, which comprise the statements of financial position as at 31 December 2023, and the statements of total comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and the Group as at 31 December 2023, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) , and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “Act”). Our opinion is consistent with our additional report to the audit committee. 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 Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit, we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. Total remuneration payable to the parent company’s auditors in respect of the audit of the Group’s and Company’s financial statements amounted to €30,600 (2022: €28,875) and €11,100 (2022: €10,500), respectively. Other fees payable to the parent company’s auditors in respect of tax compliance services rendered to the Group and the Company amounted to €3,825 (2022: €3,655) and €1,200 (2022: €1,155), respectively.
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 and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. 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.
Significant political and economic uncertainty in Libya Key audit matter The political situation in Libya, which has remained unstable during the year under review is a cause of significant uncertainty. Given that the Group’s business is entirely conducted in Libya, we placed special focus on the Group’s assets in that country. These comprise the Palm City Residences with a carrying amount of €272.6 million, land under construction owned by Palm Waterfront Ltd with a carrying amount of €9.0 million and a 25% holding in an associate carried at €7.8 million which in turn owns land in Tripoli, Libya earmarked for development. The directors are continuing to monitor the situation in Libya closely and are taking immediate and appropriate action in the best interests of all stakeholders. Palm City Residences is still fully operational and the directors have confirmed that all the existing signed contracts are still in full force and effect. However, different scenarios in terms of the future political landscape in Libya are plausible, which scenarios, negative and positive, could significantly influence the business of the Group and the valuation o its assets. How the key audit matter was addressed in our audit The procedures we have conducted in connection with the valuation of the Group’s Investment Property, which accounts for 88% of the Group’s total assets, are explained in the key audit matter for valuation of investment property of the Group shown below. We have also evaluated the adequacy of the disclosures made in note 4.18 (f) to these financial statements and in the Director’s report regarding the situation in Libya. We discussed this matter with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. The significant uncertainty in Libya may impact the Group’s business in a significant manner. We consider this matter to be of fundamental importance to the users’ understanding of these financial statements. Valuation of investment property of the Group Key audit matter One of the subsidiaries of the Group has a property situated in Zanzour, Libya, held under a 65-year Build, Operate and Transfer agreement. The property consists of a number of individual units within a gated complex. The units were constructed to be leased out under short-term and long-term leases to third parties for use as accommodation. At 31 December 2023 the property is carried at €272.6 million. Management has conducted an internal valuation of the property as at 31 December 2023. This valuation is based on the projected rental income streams discounted to present value. The underlying assumptions consist of the projected rental rates and occupancy levels of the units and take into consideration contracted rates for units that are leased out. The valuation of the subsidiary’s investment property is inherently subjective mainly due to the judgemental nature of the factors used in arriving at the value. Moreover, the property is situated in Libya which is still passing through a period of great uncertainty. The significance of the estimates made, the judgement involved and the uncertainty in Libya could result in a material misstatement. Consequently, this warrants specific audit focus. How the key audit matter was addressed in our audit We obtained an understanding of the methodology used by management to arrive at the valuation of the property at 31 December 2023 and tested the arithmetical accuracy of the workings. We also agreed the information in the valuation report to the accounting records. We engaged our internal specialist resources to review and challenge the valuation methodology and the underlying assumptions. We attended meetings with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. We assessed the adequacy of the disclosures made in Notes 4.18 (f) and 13 of the financial statements including those regarding the key assumptions. Based on the audit work done we concluded that the carrying amount of the investment property falls within a reasonable range of values. The significant uncertainty in Libya and the significant judgements surrounding the valuation of the Group’s Investment Property situated in that country render the fair valuation of the property extremely difficult and judgemental. We consider this matter to be of fundamental importance to the users’ understanding of these financial statements because should the assumptions underlying the valuation not materialise the fair value of the investment property which, at 31 December 2023 is carried at €272.6 million would vary significantly. Other information The directors are responsible for the other information. The other information comprises the (i) Chairman’s Statement, (ii) the Directors’ report, (iii) the Statement by the Directors on the Financial Statement and Other Information included in the Annual Report, (iv) the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance and (v) Other Disclosures in terms of the Capital Markets Rules (amend as required) which we obtained prior to the date of this auditor’s report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information, including the Directors’ report. 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. With respect to the Directors’ report, we also considered whether the Directors’ report includes the disclosures required by Article 177 of the Act. Based on the work we have performed, in our opinion:
· 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 · the Directors’ report has been prepared in accordance with the Act.
In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard. Responsibilities of 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 as adopted by the EU and are properly prepared in accordance with the provisions of the Act, 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 and the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating 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. The directors are responsible for overseeing the Company’s and the Group’s financial reporting process. 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. In terms of article 179A(4) of the Act, the scope of our audit does not include assurance on the future viability if the audited entity or on the efficiency or effectiveness with which the directors have conducted or will conduct the affairs of the entity. As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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 the 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.
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 the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication.
Report on other legal and regulatory requirements Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital 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 Report and Consolidated Financial Statements of Mediterranean Investments Holding p.l.c. for the year ended 31 December 2023, entirely prepared in a single electronic reporting format. Responsibilities of the directors The directors are responsible for the preparation of the Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS. Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, 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:
Opinion In our opinion, the Report and Consolidated Financial Statements for the year ended 31 December 2023 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. Report on the statement of compliance with the Principles of Good Corporate Governance The Capital Markets Rules issued by the MFSA (the “Capital Markets Rules”) require the directors to prepare and include in their Annual Report a Corporate governance statement 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 us, as the auditor of the Company, to include a report on the Statement of Compliance prepared by the directors.
We read the Statement of Compliance with the Code of Principles of Good Corporate Governance 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 Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance with the Code of Principles of Good Corporate Governance 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 Corporate governance statement has been properly prepared in accordance with the requirements of the Capital Markets Rules.
Other matters on which we are required to report by exception We also have responsibilities
· under the Companies Act, Cap 386 to report to you if, in our opinion: - adequate accounting records have not been kept, or that returns adequate for our audit have not been received from branches not visited by us - the financial statements are not in agreement with the accounting records and returns - we have not received all the information and explanations we require for our audit - certain disclosures of directors’ remuneration specified by law are not made in the financial statements, giving the required particulars in our report.
· in terms of 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.
Auditor tenure
We were first appointed as auditors of the Company and the Group when the Company was registered on 12 December 2005 and our first audit was for the period ended 31 December 2006. Our appointment has been renewed annually by shareholders’ resolutions representing a total period of uninterrupted engagement appointment of 17 years. The Company first issued listed securities on the Malta Stock Exchange on 7 November 2007.
The engagement partner on the audit resulting in this independent auditor’s report is Mark Bugeja.
GRANT THORNTON Certified Public Accountants Fort Business Centre Triq L-Intornjatur, Zone 1, Central Business District, Birkirkara CBD 1050 Malta
25 April 2024
|