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Annual Report and Consolidated Financial Statements
31 December 2022
Contents
Chief Executive Officer’s review Corporate governance - Statement of compliance Statements of financial position Statements of comprehensive income Statements of changes in equity Notes to the financial statements
Readers are reminded that the official statutory Annual Financial Report 2022, authorised for issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is published on www.maltaproperties.com.mt . A copy of the Independent auditor’s report issued on the official statutory Annual Financial Report 2022, is included within this printed document and comprises the auditor’s 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.
Chairman’s message
Dear Shareholders,
Another year has passed, and it is my pleasure to write to you again. I would like to start by thanking you for your continued trust and support in our Company.
2022 was a year in which the World
went back to the office, following the Covid disruptions of the
previous years. This has been a welcome development for people and
businesses everywhere, bringing back the greater productivity and
pleasure of working in person with colleagues.
During the past year, MPC has seen a
strong performance, achieving significant growth in both revenue
and operating profits. Our diversified portfolio of properties has
allowed us to weather market fluctuations and maintain a steady
stream of income. We continue to grow in the direction of our
ambition of becoming the
Looking forward, we are optimistic about the future of the real estate market and are confident in our ability to continue delivering strong results for our shareholders. Although there are some near terms headwinds in the European real estate sector, we believe that the Maltese market remains strong, underpinned by strong financial liquidity and a resilient economy. Furthermore, our Company maintains a strong position, given the quality of our tenants and the strength of our finances. We will continue to focus on strategic investments, cost management and sustainability efforts to drive the growth of the Company.
To close, I would like to take this opportunity to assure you that the Board and I remain fully committed to doing all we can to help our Company to continue to grow and prosper. Thank you for your continued support and confidence in our management team.
Sincerely,
Mohamed Sharaf Chairman of the Board of Directors Malta Properties Company p.l.c.
Chief Executive Officer’s review
I am pleased to present the Annual Report for MPC. The past year has been a challenging one for the real estate industry globally, but I am happy to report that our Company continues to perform well.
In 2022, MPC delivered healthy financial results. We experienced a 15.8% increase in revenues, rising from EUR3.64 million in 2021 to EUR4.22 million in 2022. Operating profits also increased from EUR2.08 million in 2021 to EUR2.74 million in 2022, a 31.7% increase.
This financial performance was delivered on the back of the various operational projects. On the development side, we are delighted to inform you that during the year, we handed over our Zejtun property to our tenant, GO p.l.c. (GO). The completion of this flagship project is a major landmark for MPC and will enable GO to have offices, datacentre, and warehouse all on one site. This property, which has been built to the highest standards, will also make a significant contribution to our rental income over the years ahead.
Our rental income in recent years has been and will continue to be boosted by inorganic investments. During the year, we grew our portfolio via acquiring the Mediterranean Building, an attractive office property located in the upmarket area of Ta’ Xbiex. At the same time, we closed the sale of the Old Exchange building in Birkirkara, in line with our strategy of selling properties that are best suited for residential development.
Looking ahead, we intend to continue to proceed with caution. Over the last year, a few headwinds have emerged for the global real estate industry. These include the significant inflation in the costs of construction material and manpower, challenging development project budgets everywhere. The increase in interest rates is another headwind, resulting in higher finance costs, squeezing the budgets of our tenants, and impacting the valuation of property assets. In this context, we intend to continue marching ahead and executing our strategy, albeit with prudence.
Over the coming years, we will continue to seek out new acquisition opportunities and work to improve our properties and the communities in which they are located. Recently, we embarked on a major renovation of our Spencer Hill property in Marsa, which we plan to complete in 2023. Renovation of our properties is a theme that will continue through the coming years, not only to deliver an attractive proposition for our tenants, but also to improve energy efficiency and deliver more environmentally friendly buildings.
We remain optimistic about the future of the real estate market in Malta and are confident in our ability to continue growing our business.
Thank you for your continued support. Sincerely,
Mohsin Majid Chief Executive Officer Malta Properties Company p.l.c.
Directors’ report
The Directors present their annual report and the audited consolidated financial statements for the year ended 31 December 2022.
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Risk |
Description |
Mitigating factors |
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Strategic risk |
This risk relates to the value of the Group’s assets and the local property market in general. |
-The Group has strict guidelines on quality and valuation of any acquired property. - As at year end, the Group’s properties were fully rented out to various tenants, except for those sites where development or renovation is in progress. Moreover, the Group already had a long term lease agreement in place with GO p.l.c. for the Zejtun property that was handed over during the year. - The medium to long term leases on the various properties help shield the Group from any potential unforeseen circumstances and allow it to carry out its operations in a stable manner as revenue levels are expected to increase in line with inflation.
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Operational risk |
This risk relates to the timely execution of the redevelopment pipeline. |
- Project management is carried out by professionals and experts in the field at each of the sites being developed. - The Group engages some of the top contractors and consultants. - Contracts include penalties for contractors not delivering within the agreed timeframes. - Constant monitoring of project timelines and critical paths.
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Financial risk |
This risk mainly relates to the fluctuation in interest rates and refinancing risk. |
- The Group is exposed to floating interest payments on bank borrowings for the purchase of the Ta’ Xbiex property amounting to €6,119,217 as at 31 December 2022. The loan is being repaid in instalments on a quarterly basis by the end of 2037. Therefore, the Group is exposed to fluctuation in interest rates over the coming 15 years. - The balance of the bank loan taken in 2020 for the purchase of the Swatar property stood at €5,279,157 as at year end and is being repaid on a half year basis over a term of 12 years. The loan is at a fixed interest rate for the first four years. Therefore, the Group will be exposed to fluctuation in interest rate thereafter. - The Group issued 25,000,000 secured bonds at a coupon interest of 4.0% payable annually. - Further details relating to borrowings are disclosed in Note 13 while details relating to financial risks are disclosed in Note 2 to the financial statements.
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The Group’s financial risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group’s risk policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.
Covid-19 has not resulted in a significant financial impact on the Group and MPC has shown to be resilient in its business operations. As explained in the investment property note (Note 6), MPC’s income is secured for the medium to the long term by lease agreements in place. Malta is currently experiencing an uncertain and unpredictable real estate market. This has led to valuation uncertainty which is not measurable, because the only inputs and metrics available for the valuation are likely to relate to the market before the event occurred and the impact of the event on prices will not be known until the market has stabilised. However, most of the Group’s properties are leased to tenants whose operation has not been as heavily impacted as other players in the market. Particularly, some of the properties consist of purpose-built buildings to serve the specific tenant. The company will continue to monitor closely how the market evolves and MPC’s strategy will be adapted accordingly.
Results and dividends
The results of the Group and the Company are set out in the respective Income Statement. The Directors recommend that at the forthcoming Annual General Meeting, the shareholders approve the payment of a net dividend of €0.013 per share after taxation (2021: €0.012 per share) – such dividend to be payable after shareholder approval at the AGM.
Retained earnings, consisting of both distributable and non-distributable reserves, amounting to €22,969,616 (2021: €24,047,620) of the Group and €5,835,345 (2021: €4,721,877) of the Company are being carried forward to the next financial year.
Directors
The Directors of the Company who held office during the year were:
Mr. Mohamed Sharaf (Chairman)
Mr. Deepak S. Padmanabhan
Dr. Cory Greenland
Mr. Saqib Saeed (appointed on 16 February 2022)
Ms. Huda Buhumaid (appointed on 22 August 2022)
Dr. Brigitte Zammit (resigned on 22 August 2022)
Mr. Aziz Moolji (resigned on 16 February 2022)
In terms of Article 96.1 of the Articles of Association, the term of appointment of the Directors still in office expires at the end of the forthcoming Annual General Meeting.
Mr. Deepak S. Padmanabhan and Dr. Cory Greenland offered themselves for election at the last Annual General Meeting for the two seats on the Board of Directors, and were elected to represent the Company’s shareholders.
Of the Directors of the Company, Mr. Deepak S. Padmanabhan was acting as Director of the following subsidiary companies at 31 December 2022: BKE Property Company Limited, MCB Property Company Limited, MSH Property Company Limited, SGE Property Company Limited, SLM Property Company Limited, SPB Property Company Limited, SWT Property Company Limited and ZTN Property Company Limited .
Remuneration Committee and corporate governance
The Board of Directors deems that the setting up of a Remuneration Committee is not necessary within the context of the size, nature and operations of the Group and Company. The Board of the Company will be submitting to the Shareholders at the next Annual General Meeting (AGM) the Remuneration Report for the financial year ending 31 December 2022 (the ‘Reporting Period’). The Report is drawn up in accordance with, and in fulfilment of the provisions of Chapter 12 of the Capital Markets Rules issued by the Malta Financial Services Authority relating to the Remuneration Report and Section 8A of the Code of Principles of Good Corporate Governance (Appendix 5.1 of the Capital Markets Rules) regarding the Remuneration Statement.
The Report provides a comprehensive overview of the nature and quantum of remuneration paid to the individual Directors and the Chief Executive Officer during the reporting period and details how this complies with the Company’s Remuneration Policy. The Report is intended to provide increased corporate transparency, increased accountability and a better shareholder oversight over the remuneration paid to Directors and the Chief Executive Officer. The contents of this Remuneration Report have been reviewed by the Company’s Auditors to ensure that the information required in terms of Appendix 12.1 of the Capital Markets Rules has been included.
The Group’s arrangements for corporate governance are reported in the ‘Corporate governance - Statement of compliance’ section.
Statement of Directors’ responsibilities for the financial statements
The Directors are required by the Companies Act (Cap. 386) to prepare financial statements which give a true and fair view of the state of affairs of the Group and the parent Company as at the end of each reporting period and of the profit or loss for that period.
In preparing the financial statements, the Directors are responsible for:
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• |
ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the EU; |
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• |
selecting and applying appropriate accounting policies; |
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• |
making accounting estimates that are reasonable in the circumstances; and |
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• |
ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group and the parent Company will continue in business as a going concern. |
The Directors are also responsible for designing, implementing and maintaining 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, and that comply with the Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Group and the parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements of Malta Properties Company p.l.c. for the year ended 31 December 2022 are included in the Annual Report 2022, which is published in hard-copy printed form and is made available on the Company’s website. The Directors are responsible for the maintenance and integrity of the Annual 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 requirements or practice in Malta.
Information provided in accordance with Capital Markets Rule 5.70.1
There were no material contracts to which the Company, or any of its subsidiaries was a party, and in which anyone of the Company’s Directors was directly or indirectly interested.
Going concern
Auditors
Pursuant to the Company’s statutory obligations in terms of the Companies Act and the MFSA Capital Markets Rules, the appointment of the auditors and the authorisation of the Directors to set their remuneration will be proposed and approved at the Company’s AGM.
Information provided in accordance with Capital Markets Rule 5.64
The authorised share capital of the Company is forty million Euro (€40,000,000) divided into one hundred and twenty five million (125,000,000) shares of thirty two Euro cents (€0.32) each share.
The issued share capital of the Company is thirty two million four hundred and nineteen thousand, three hundred and fifty six Euro (€32,419,356) divided into one hundred and one million three hundred and ten thousand, four hundred and eighty eight (101,310,488) ordinary shares of thirty two Euro cents (€0.32) each share, which have been subscribed for and allotted fully paid-up.
The issued shares of the Company consist of one class of ordinary shares with equal voting rights attached.
The Directors confirm that as at 31 December 2022, only Emirates International Telecommunications (Malta) Limited held a shareholding in excess of 5% of the total issued share capital.
Any shareholder holding in excess of 40% of the issued share capital of the Company having voting rights may appoint the Chairman. In the event that there is no one single shareholder having such a shareholding, the Chairman shall be elected by shareholders at the Annual General Meeting of the Company.
The rules governing the appointment of Board members are contained in Clause 96 of the Company’s Articles of Association as follows:
The Directors shall be appointed as set out hereunder:
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a) |
Any Member holding separately not less than twenty per cent (20%) of the total voting rights of the Company shall have the right to appoint a Director for each and every complete 20% of such rights. |
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b) |
Any shares remaining unused by Members in the appointment of a Director may be used to elect Directors at the Annual General Meeting or at any Extraordinary General Meeting convened for the purpose of electing Directors. |
|
c) |
The Directors appointed shall be appointed by letter addressed to the Company which shall indicate the shareholding used for the purpose and shall be signed by the Member making the appointment. The letter must be delivered to or received by the Company not later than twenty one (21) days prior to the Annual or Extraordinary General Meeting, as the case may be, at which the other Directors are to be elected. |
|
d) |
The other Directors (being such number as would together with the Directors appointed under the preceding paragraphs make a total of five Directors) shall be elected at the Annual General Meeting or at the Extraordinary General Meeting convened for the purpose of electing Directors by those members who have not exercised any of their rights under the foregoing paragraphs; and for the purposes of any such election, voting shall take place on the basis that one share entitles the holder to vote for only one candidate for election, and the Chairman of the Meeting shall declare elected those candidates who obtain the greater number of votes on that basis. |
Any amendment to the Company’s Memorandum and Articles of Association has to be made in accordance with the Companies Act (Cap. 386).
Without prejudice to any special rights previously conferred on the holders of any of the existing shares or class thereof, any share in the Company may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Board of Directors may from time to time determine, as provided for in Clause 3 of the Articles of Association, as long as any such issue of Equity Securities falls within the authorised share capital of the Company.
The Company may, subject to the applicable restrictions, limitations and conditions contained in the Companies Act (Cap. 386), acquire its own shares and/or Equity Securities.
Pursuant to Capital Markets Rules 5.64.2, 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10 it is hereby declared that, as at 31 December 2022, none of the requirements apply to the Company.
Statement by the Directors pursuant to Capital Markets Rule 5.68
We, the undersigned, declare that to the best of our knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries included in the consolidation taken as a whole, and that this report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Signed on behalf of the Board of Directors on 14 March 2023 by Dr Cory Greenland (Director) and Mr Deepak Padmanabhan (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Telephone: (+356) 2123 0032
Dr Francis Galea Salomone
Company Secretary
Corporate governance - Statement of compliance
A. Introduction
Pursuant to the Malta Financial Services Authority Capital Markets Rules, Malta Properties Company p.l.c. (“the Company”) whose equity securities are listed on a regulated market should endeavour to adopt the Code of Principles of Good Corporate Governance (“the Code”) as contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules. In terms of the Capital Markets Rules, the Company is hereby reporting on the extent of its adoption of the Code.
The Company acknowledges that the Code does not prescribe mandatory rules but recommends principles so as to provide proper incentives for the Board of Directors (“the Board”) and the Company’s management to pursue objectives that are in the interests of the Company and its shareholders. Good corporate governance is the responsibility of the Board, and in this regard the Board has carried out a review of the Company’s compliance with the Code during the period under review, and hereby provides its report thereon.
As demonstrated by the information set out in this statement, the Company believes that it has, save as indicated in the section entitled Non-Compliance with the Code, throughout the period under review, applied the principles and complied with the provisions of the Code.
B. Compliance
Principle 1: The Board
The Board, the members of which are appointed by the shareholders, is primarily tasked with the administration of the Company’s resources in such a way as to enhance the prosperity of the business over time, and therefore the value of the shareholders’ investment. The Board is composed of five non-executive Directors, one of whom is the Chairman.
The Board is in regular contact with the Chief Executive Officer and is continuously informed of any decisions taken in order to ensure an effective contribution to the decision-making process, whilst at the same time exercising prudent and effective controls. Directors, individually and collectively, are of appropriate calibre, with the necessary skill and experience to assist the Chief Executive Officer in providing leadership, integrity and judgement in directing the Company towards the maximisation of shareholder value.
Further detail in relation to Board Committees and the responsibilities of the Board is found in “Principles 4 and 5” of this statement.
Principle 2: Chairman and Chief Executive Officer
The roles of the Chairman and the Chief Executive Officer are filled by separate individuals, and the Chief Executive Officer is appointed by the Board for a definite period. During the year under review, Mr. Mohsin Majid continued in his office as Chief Executive Officer of the Company.
The responsibilities and roles of the Chairman and the Chief Executive Officer are clearly established and agreed to by the Board of Directors.
The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the Board is in receipt of precise, timely and objective information and also encourages active engagement by all members of the Board for discussion of complex and contentious issues.
Principle 3: Composition of the Board
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made to fill a casual vacancy on the Board, and which appointment would expire at the Company’s Annual General Meeting following appointment. Any vacancy among the Directors may be filled by the co-option of another person to fill such vacancy. Such co-option shall be made by the Board of Directors.
The Board has the overall responsibility for the activities carried out within the Company and the Group and thus decides on the nature, direction, strategy and framework of the activities and sets the objectives for the activities.
The Board of Directors is currently chaired by Mr. Mohamed Sharaf and comprises five (5) non-executive Directors. The following Directors served on the Board during the period under review:
Non-executive directors
Mr. Mohamed Sharaf (Chairman)
Mr. Deepak S. Padmanabhan
Dr. Cory Greenland
Mr. Saqib Saeed (appointed on 16 February 2022)
Ms. Huda Buhumaid (appointed on 22 August 2022)
Dr. Brigitte Zammit (resigned on 22 August 2022)
Mr. Aziz Moolji (resigned on 16 February 2022)
For the purposes of the Code, the non-executive Directors are independent. The Company deems that, although Mr. Mohamed Sharaf, Mr. Saqib Saeed and Ms. Huda Buhumaid have an employee and director relationship with the controlling shareholder, in terms of Supporting Principle 3 (vii) of the Code of Principles of Good Corporate Governance such relationship is not considered to create a conflict of interest such as to jeopardise exercise of their free judgement.
Principles 4 and 5: The Responsibilities of the Board and Board Meetings
The Board has a formal schedule of matters reserved to it for decisions, but also delegates specific responsibilities to Board committees and sub-committees, the most prominent being the Audit Committee. Directors receive Board and committee papers in advance of meetings and have access to the advice and services of the Company Secretary. Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Directors are fully aware of their responsibility always to act in the best interests of the Company and its shareholders as a whole irrespective of whoever appointed or elected them to serve on the Board. As delegated and monitored by the Board, the Company Secretary keeps detailed records of all dealings by Directors and senior executives of the Company and its subsidiaries in the Company’s shares and all minutes of meetings of the Board and its sub-committees.
During the year under review the Company held eight (8) Board meetings.
The following is the attendance at Board meetings of each of the Directors during 2022:
|
Mr. Mohamed Sharaf (Chairman) |
8 |
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Mr. Deepak S. Padmanabhan |
7 |
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Dr. Cory Greenland |
5 |
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Mr. Saqib Saeed (appointed on 16 February 2022) |
5 |
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Ms. Huda Buhumaid (appointed on 22 August 2022) |
1 |
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Dr. Brigitte Zammit (resigned on 22 August 2022) |
4 |
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Mr. Aziz Moolji (resigned on 16 February 2022) |
0 |
On joining the Board, a Director is provided with a presentation on the activities of the Company and its subsidiaries.
The Board has the responsibility to ensure that the activities are organised in such a way that the accounts, management of funds and financial conditions in all other respects are controlled in a satisfactory manner and that the risks inherent in the activities are identified, defined, measured, monitored and controlled in accordance with external and internal rules, including the Articles of Association of the Company. The Board of Directors, through the work carried out by the executive team, continuously assesses and monitors the Company’s operational and financial performance, assesses and controls risk, and monitors competitive forces in all areas of operation. It also ensures that both the Company and its employees maintain the highest standards of corporate conduct.
Board Committees
Audit Committee
The Audit Committee supports the work of the Board in terms of quality control of the Group’s financial reports and internal controls. The Audit Committee is currently chaired by Dr. Cory Greenland, with the other members being Mr. Deepak S. Padmanabhan and Mr. Saqib Saeed (who replaced Dr. Brigitte Zammit on 5 October 2022). The Audit Committee is independent and is constituted in accordance with the requirements of the Capital Markets Rules, with Mr. Deepak S. Padmanabhan being chosen as the member competent in accounting and/or auditing in view of his experience in the field. The Chief Finance Officer and the external auditors of the Company attend the meetings of the Committee by invitation. Other executives are requested to attend when required. The Company Secretary also acts as Secretary to the Audit Committee.
The Committee scrutinises and monitors related party transactions. It considers the materiality and the nature of the related party transactions carried out by the Company to ensure that the arm’s length principle is adhered to at all times.
As part of its duties, the Committee receives and considers the audited statutory financials statements of all companies comprising the Group. The Committee held four (4) meetings during the year. The external auditors attended three (3) meetings.
Principle 6: Information and Professional Development
The Board is responsible for the appointment of the Chief Executive Officer. The Chief Executive Officer is responsible for the appointment of senior management.
On joining the Board, Board members are informed in writing by the Company Secretary of the Directors’ duties and obligations, relevant legislation as well as rules and bye-laws. In addition, Directors have access to the advice and services of the Company Secretary and the Board is also advised directly, as appropriate, by its legal advisors. Directors are also provided with a presentation on the activities of the Company and subsidiaries. The Company Secretary ensures effective information flows within the Board, committees and between senior management and Directors, as well as facilitating professional development. The Company Secretary advises the Board through the Chairman on all governance matters.
Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Company will provide for additional individual Directors' training on a requirements basis.
Principle 7: Evaluation of the Board’s Performance
The Chairman of the Board informally evaluates the performance of the Board members, which assessment is followed by discussions within the Board. Through this process, the activities and working methods of the Board and each committee member are evaluated. Amongst the things examined by the Chairman through his assessment are the following: how to improve the work of the Board further, whether or not each individual member takes an active part in the discussions of the Board and the committees; whether they contribute independent opinions and whether the meeting atmosphere facilitates open discussions. Under the present circumstances the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the Board’s performance is furthermore also under the scrutiny of the shareholders. On the other hand, the performance of the Chairman is evaluated by the Board of Directors of the ultimate controlling party, taking into account the manner in which the Chairman is appointed. The self-evaluation of the Board has not led to any material changes in the Company’s governance structures and organisations.
Principle 8: Committees
The Company has opted not to set up a Remuneration Committee and a Nomination Committee. Further explanation is provided under the section entitled Non-Compliance with the Code of this Statement. The Board of Directors deems that the setting up of a Remuneration Committee is not necessary within the context of the size, nature and operations of the Group and Company. During the year ended 31 December 2022, the Board of Directors performed the functions of a Remuneration Committee and this is further explained within the Remuneration Report.
Principles 9 and 10: Relations with Shareholders and with the Market, and Institutional Shareholders
The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood. During the period under review, the Company has maintained an effective communication with the market through a number of channels including Company announcements, Circulars, etc.
The Company also communicates with its shareholders through the Company’s Annual General Meeting (“AGM”). Both the Chairman of the Board and the Chairman of the Audit Committee are available to answer shareholder questions.
The Chairman/Chief Executive Officer also ensure that sufficient contact is maintained with major shareholders to understand issues and concerns.
Apart from the AGM, the Company communicates with its shareholders by way of the Annual Report and Financial Statements and also through the Company’s website ( www.maltaproperties.com.mt ) which also contains information about the Company and its business, including an Investor Relations section.
The Office of the Company Secretary maintains regular communication between the Company and its investors. Individual shareholders can raise matters relating to their shareholdings and the business of the Company at any time throughout the year, and are given the opportunity to ask questions at the AGM or to submit written questions in advance.
As provided by the Companies Act (Cap. 386), minority shareholders may convene Extraordinary General Meetings.
Principle 11: Conflicts of Interest
The Directors are fully aware of their responsibility always to act in the best interests of the Company and its shareholders as a whole irrespective of whoever appointed or elected them to serve on the Board.
On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of law, including the Capital Markets Rules, and Directors follow the required notification procedures.
Directors’ interest in the shareholding of the Company:
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Number of shares as at 31 December 2022
|
|
Mr. Mohamed Sharaf (Chairman) |
nil |
|
Mr. Deepak S. Padmanabhan |
nil |
|
Mr. Saqib Saeed (appointed on 16 February 2022) |
nil |
|
Ms. Huda Buhumaid (appointed on 22 August 2022) |
nil |
|
Dr. Brigitte Zammit (resigned on 22 August 2022) |
nil |
|
Mr. Aziz Moolji (resigned on 16 February 2022) |
nil |
|
Dr. Cory Greenland |
3,000 |
None of the Directors of the Company have any interest in the shares of the Company’s subsidiaries or investees or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered into during this financial year. No other changes in the Directors’ interest in the shareholding of the Company between year-end and 7 March 2023.
Principle 12: Corporate Social Responsibility
The Directors also seek to adhere to accepted principles of corporate social responsibility in their management practices of the company in relation to the Company’s workforce, the country’s cultural and historical heritage, the environment and the local community. During 2022, the Company has continued to support several voluntary organisations through donations with the aim of improving the quality of life of the local community and society at large. As in previous years, the Company is also committed to constructing buildings which are energy efficient.
C. Non-compliance with the Code
Principle 3: Executive and Non-Executive Directors on the Board
As explained in Principle 3 in Section B, the Board is composed entirely of non-executive Directors. Notwithstanding this, it is considered that the Board, as composed, provides for sufficiently balanced skills and experience to enable it to discharge its duties and responsibilities effectively. In addition, no cases of conflict of interest are foreseen. The Directors believe that the executive role should be performed by the Chief Executive Officer who reports directly to the Board. As such, the Board shall maintain a supervisory role and monitor the operations of the Chief Executive Officer.
Principle 4: Succession Policy for the Board
Code Provision 4.2.7 recommends “the development of a succession policy for the future composition of the Board of Directors and particularly the executive component thereof, for which the Chairman should hold key responsibility”. In the context of the appointment of Directors being a matter reserved exclusively to the Company’s shareholders (except where the need arises to fill a casual vacancy) as explained under Principle 3 in Section B, considering that every Director retires from office at the AGM and that all five Directors have a non-executive role, the Company does not consider it feasible to have in place such a succession policy.
Principle 6: Succession Plan for Senior Management
Although the Chief Executive Officer is responsible for the recruitment and appointment of senior management, the Company has not established a formal succession plan. This is basically due to the size of the Company’s work force.
Principle 7: Evaluation of the Board’s Performance
Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is always under scrutiny of the shareholders.
Principle 8A: Remuneration Committee
The Board deems that the setting up of a Remuneration Committee is not necessary within the context of the size, nature and operations of the Company. However, as aforementioned, its function was carried out by the Board of Directors.
Principle 8B: Nomination Committee
Pursuant to the Company’s Articles of Association, the appointment of Directors to the Board is reserved exclusively to the Company’s shareholders. Shareholders holding not less than 20% (twenty per centum) of the issued share capital of the Company having voting rights shall be entitled to appoint one Director for every such 20% holding by letter addressed to the Company. The other shareholders are entitled to appoint the remaining Board members at the AGM in accordance with the provisions of the Articles of Association. Within this context, the Board believes that the setting up of a Nomination Committee is currently not suited to the Company since it will not be able to undertake satisfactorily its full functions and responsibilities as envisaged by the spirit of the Code.
Principle 9: Conflicts between Shareholders (code provision 9.3)
Currently there is no established mechanism disclosed in the Company’s Memorandum and Articles of Association to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. In any such cases should a conflict arise, the matter is dealt with in the appropriate fora in the Board meetings, wherein the minority shareholders are represented. There is also an open channel of communication between the Company and the minority shareholders via the Office of the Company Secretary.
D. Internal control
The key features of the Group’s system of internal controls are as follows:
Organisation
The Group operates through Boards of Directors of subsidiaries with clear reporting lines and delegation of powers.
Control environment
The Group is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations. Group policies and employee procedures are in place for the reporting and resolution of fraudulent activities. The Group has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Group objectives. Lines of responsibility and delegation of authority are documented.
The Group and the individual companies comprising it have implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management and the external auditors.
Risk identification
Group management is responsible together with each of the subsidiary companies’ management, for the identification and evaluation of key risks applicable to their areas of business. These risks are assessed on a continual basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements.
Information and communication
Group companies participate in periodic strategic reviews which include consideration of long term financial projections and the evaluation of business alternatives.
Monitoring and corrective action
There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit Committee meets regularly during the year and, within its terms of reference as approved by the Malta Financial Services Authority, reviews the effectiveness of the Group’s systems of internal financial controls. The Committee receives reports from management and the external auditors.
E. General meetings
Shareholders’ influence is exercised at the Annual General Meeting (AGM), which is the highest decision-making body of the Company. All shareholders, registered in the Shareholders’ Register, have the right to participate in the Meeting and to vote for the full number of their respective shares. A shareholder who cannot participate in the Meeting can be represented by proxy.
Business at the Company’s AGM will cover the Annual Report and Financial Statements, the declaration of dividends, election of Directors and the approval of their remuneration, the appointment of the auditors and the authorisation of the Directors to set the auditors’ fees. Shareholders’ meetings are called with sufficient notice to enable the use of proxies to attend, vote or abstain. The Company clearly recognises the importance of maintaining a regular dialogue with its shareholders in order to ensure that its strategies and performance are understood. It communicates with the shareholders through the AGM by way of the Annual Report and Financial Statements and by publishing its results on a regular basis during the year. This it does through the Investor Relations Section on the Company’s internet site, the Office of the Company Secretary, and Company announcements to the market in general.
Remuneration report
A. Remuneration Committee
The functions of the Remuneration Committee were performed by the Board of Directors composed of Mohamed Sharaf, Deepak S. Padmanabhan, Cory Greenland, Saqib Saeed (appointed on 16 February 2022), Huda Buhumaid (appointed on 22 August 2022), Brigitte Zammit (resigned on 22 August 2022) and Aziz Moolji (resigned on 16 February 2022) . The Board discusses and approves remuneration and bonuses of senior executives.
B. Remuneration policy - Directors and CEO
The Company is required to establish a Remuneration Policy with respect to its Directors. The remuneration policy has been approved by the shareholders at the Annual General Meeting held on 29 July 2020 and is applicable for a maximum period of four years. All remuneration for directors was in conformity with this policy. The policy describes the components of such remuneration and how this contributes to the Company’s business strategy, in the context of its long-term sustainable value creation. This remuneration policy is divided into two parts distinguishing between Directors and Executive Directors.
It is the shareholders, in terms of the Memorandum and Articles of Association of the Company, who elect the Directors and determine their maximum annual aggregate emoluments by resolution at the Annual General Meeting of the Company. Remuneration payable to directors (in their capacity as directors) is reviewed as and when necessary and is not linked to the share price or the company’s performance. These are benchmarked against market practice for major local companies of similar size and complexity .
The aggregate amount fixed for this purpose during the last Annual General Meeting was €200,000 (2021: €200,000). None of the Directors have any service contracts with the Company but three (3) of the Directors are employees of the ultimate parent company of Malta Properties Company p.l.c. However, there are no specific amounts of their remuneration allocated to their role at Malta Properties Company p.l.c. Moreover, none of the Directors, in their capacity as Directors of the Company, are entitled to profit sharing, share options, pension benefits or any other remuneration. The Directors’ fees as approved by the Board for 2022 were set at €25,000 (2021: €25,000) per annum for each Director. Since their appointment as Directors, Dr. B. Zammit and Mr. A. Moolji opted to waive fees due to them as Directors. No variable remuneration is paid to Directors in their capacity as Directors of the Company. Total emoluments received by Directors during the financial year 2022 in terms of Code Provisions 8.A.5 are as follows: fixed remuneration of €105,806 (2021: €63,575).
In terms of Code Provision 12.1 and 12.2 of the Malta Financial Services Authority Capital Markets Rules, Directors’ emoluments paid for the financial years 2022 and 2021 were as follows :
|
|
2022 |
2021 |
|
|
€ |
€ |
|
Mr. Mohamed Sharaf |
25,000 |
- |
|
Mr. Deepak S. Padmanabhan |
25,000 |
25,000 |
|
Dr. Cory Greenland (appointed on 15 July 2021) |
25,000 |
11,559 |
|
Mr. Saqib Saeed (appointed on 16 February 2022) |
21,801 |
- |
|
Ms. Huda Buhumaid (appointed on 22 August 2022) |
9,005 |
- |
|
Mr. Edmond Brincat (retired on 15 July 2021) |
- |
13,508 |
|
The Noble Paul Testaferrata Moroni Viani (retired on 15 July 2021) |
- |
13,508 |
The total emoluments received by the Chief Executive Officer (CEO) for the financial years 2022 and 2021 were as follows:
|
|
2022 |
2021 |
||
|
|
Fixed |
Variable |
Fixed |
Variable |
|
|
€ |
€ |
€ |
€ |
|
Mr. Mohsin Majid |
155,694 |
57,000 |
155,603 |
61,584 |
C. Remuneration policy - Senior executives
It is the Board of Directors who determines the overall structure and parameters of the Remuneration Policy and the individual remuneration packages for senior executives (including the CEO). The Board of Directors considers that the Remuneration Policy which is being adopted in respect of the remuneration packages of senior executives is fair and reasonable and in keeping with local equivalents. The Board of Directors is also of the opinion that the packages offered ensure that the Company attracts and retains management staff that is capable of fulfilling their duties and obligations towards the Company. Senior executives are on an indefinite contract of employment except for the CEO who is on a definite contract of employment and their contracts specify their remuneration package. None of the contracts provide for profit sharing or share options, pension benefits, early retirement schemes or payments linked to termination in the contracts.
The variable component comprises an incentive that reflects the business performance or profit of the Company as well as the individual’s performance as measured on the basis of the level of achievement over one financial period of financial and non-financial objectives established by the Board which are consistent with the Company’s strategy and aligned with the shareholders’ interest. These objectives and benchmarks set include targets for operating income and growth as well as measures for diversification and development, financing and governance processes. The Board evaluates the fulfilment of criteria by comparing the targeted levels to realised outcomes. The Company does not have the possibility to reclaim any variable remuneration. The Board considers the linkage between the fixed remuneration and the variable remuneration to be appropriate.
As regards to non-cash benefits, senior executives are entitled to health insurance, telephone expenses and car-cash allowance. Total emoluments received by senior executives (including the CEO) during the financial years 2022 and 2021 in terms of Code Provisions 8.A.5 are as follows: fixed remuneration of €262,000 (2021: €262,000) and variable remuneration of €94,000 (2021: €101,000); and other benefits referred to above.
D. Remuneration policy - Employees
The CEO, within the overall structure and parameters of the Remuneration Policy determined by the Board, determines the individual remuneration packages for all other employees. The Board of Directors considers that the Remuneration Policy which is being adopted in respect of the remuneration packages of the employees is fair and reasonable and in keeping with local equivalents. The Board of Directors is also of the opinion that the packages offered ensure that the Company attracts and retains staff that is capable of fulfilling their duties and obligations towards the Company. All other employees are on an indefinite contract of employment and their contracts specify their remuneration package. None of the contracts provide for profit sharing or share options, pension benefits, early retirement schemes or payments linked to termination in the contracts.
The variable component comprises an incentive that reflects the business performance or profit of the Company as well as the individual’s performance as measured on the basis of the level of achievement over one financial period of financial and non-financial objectives established by the CEO which are consistent with the Company’s strategy and aligned with the shareholders’ interest. The CEO evaluates the fulfilment of criteria by comparing the targeted levels to realised outcomes.
As regards to non-cash benefits, employees are entitled to health insurance, telephone expenses and car-cash allowance or company car.
E. Other information on remuneration in terms of Appendix 12.1 of the Capital Markets Rules
In terms of the requirements within Appendix 12.1 of the Capital Markets Rules, the following table presents the annual change of remuneration, of the Company’s performance, and of average remuneration on a full-time equivalent basis of the Company’s employees over the three most recent financial years. The Company’s Directors, which are all non-executive Directors, have been excluded from the table below since they have a fixed fee as described in Section B above.
|
|
2022 |
2021 |
2020 |
2022-2021 |
2021-2020 |
|
|
€ |
€ |
€ |
Change % |
Change % |
|
Annual aggregate employee remuneration |
666,124 |
681,625 |
620,495 |
|
|
|
Employee remuneration (excluding CEO) |
453,430 |
464,438 |
411,898 |
|
|
|
CEO remuneration |
212,694 |
217,187 |
208,597 |
(2.1) |
4.1 |
|
Group performance - EBITDA |
2,760,999 |
2,110,065 |
2,145,910 |
30.8 |
(1.7) |
|
Average employee remuneration (excluding CEO) full-time equivalent |
64,776 |
66,348 |
58,843 |
(2.4) |
12.8 |
The Group’s performance is measured using EBITDA since the profit before tax fluctuates year on year due to extraordinary gains on sale of property and changes in fair value, which depend on changes in the local property market conditions.
The contents of the Remuneration Report have been reviewed by the external auditor to ensure that the information required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules have been included.
Statements of financial position
|
|||||||
|
|
|
|
As at 31 December |
||||
|
|
|
|
|
|
|
||
|
|
|
|
Group |
Company |
|||
|
|
|
|
2022 |
2021 |
2022 |
2021 |
|
|
|
Notes |
|
€ |
€ |
€ |
€ |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Intangible assets |
4 |
|
|
- |
2,443 |
- |
|
|
Property, plant and equipment |
5 |
|
|
|
887,340 |
894,632 |
|
|
Investment property |
6 |
|
|
|
15,495,362 |
15,420,362 |
|
|
Investment in subsidiaries |
7 |
|
- |
- |
169,993 |
79,993 |
|
|
Loans receivable from subsidiaries |
8 |
|
- |
- |
32,467,603 |
38,789,122 |
|
|
Trade and other receivables |
9 |
|
|
|
14,114 |
192,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
49,036,855 |
55,376,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Trade and other receivables |
9 |
|
|
|
15,793,446 |
14,175,197 |
|
|
Current tax asset |
|
|
|
|
119,310 |
- |
|
|
Deposits |
10 |
|
|
|
4,136,000 |
262,000 |
|
|
Cash and cash equivalents |
10 |
|
|
|
466,169 |
189,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,381,176 |
13,397,560 |
20,514,925 |
14,626,794 |
|
|
Assets classified as held for sale |
6,6.1 |
|
- |
|
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
20,514,925 |
14,626,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
69,551,780 |
70,003,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
Share capital |
11 |
|
|
|
32,419,356 |
32,419,356 |
|
|
Other reserves |
12 |
|
|
|
251,615 |
250,521 |
|
|
Retained earnings |
|
|
|
|
5,835,345 |
4,721,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
38,506,316 |
37,391,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Borrowings |
13 |
|
|
|
24,479,083 |
16,000,000 |
|
|
Deferred tax liability |
14 |
|
|
|
1,503,482 |
1,499,482 |
|
|
Trade and other payables |
15 |
|
|
|
141,460 |
122,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
26,124,025 |
17,622,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Borrowings |
13 |
|
|
|
- |
4,983,172 |
|
|
Trade and other payables |
15 |
|
|
|
4,921,439 |
10,004,886 |
|
|
Current tax liability |
|
|
|
|
- |
1,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
4,921,439 |
14,989,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
31,045,464 |
32,611,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
|
69,551,780 |
70,003,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 14 March 2023. The financial statements were signed on behalf of the Board of Directors by Dr Cory Greenland (Director) and Mr Deepak Padmanabhan (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Income statements
|
|||||
|
|
|
Year ended 31 December |
|||
|
|
|
|
|
|
|
|
|
|
Group |
Company |
||
|
|
|
2022 |
2021 |
2022 |
2021 |
|
|
Notes |
€ |
€ |
€ |
€ |
|
|
|
|
|
|
|
|
Rental income |
16 |
|
|
953,028 |
932,573 |
|
Other income |
16 |
|
|
54,512 |
53,765 |
|
Net impairment (loss)/gain on financial assets |
8,9,10 |
( |
( |
5,795 |
(12,052) |
|
Administrative expenses |
17 |
( |
( |
(1,338,814) |
(1,274,841) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
|
|
(325,479) |
(300,555) |
|
Dividend income |
16 |
- |
- |
2,750,911 |
1,500,000 |
|
Finance income |
20 |
|
|
1,231,455 |
1,219,609 |
|
Finance costs |
21 |
( |
( |
(878,708) |
(764,056) |
|
Fair value movement arising |
|
|
|
|
|
|
on property |
6,6.1 |
( |
|
71,067 |
(59,897) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
2,849,246 |
1,595,101 |
|
Tax expense |
22 |
( |
( |
(520,056) |
(294,161) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
2,329,190 |
1,300,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Statements of comprehensive income
|
|||||
|
|
|
Year ended 31 December |
|||
|
|
|
|
|
|
|
|
|
|
Group |
Company |
||
|
|
|
2022 |
2021 |
2022 |
2021 |
|
|
Note |
€ |
€ |
€ |
€ |
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
Profit for the year |
|
|
|
2,329,190 |
1,300,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
Surplus arising on revaluation of land and buildings |
12 |
|
|
1,094 |
1,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income for the year, net of tax |
|
|
|
1,094 |
1,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
|
2,330,284 |
1,301,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Statements of changes in equity
|
|||||
|
Group |
Share |
Other |
Retained |
||
|
capital |
reserves |
earnings |
Total |
||
|
Notes |
€ |
€ |
€ |
€ |
|
|
Balance at 1 January 2021 |
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
- |
|
|
|||
|
Other comprehensive income: |
|||||
|
Surplus arising on revaluation of land and buildings, net of deferred tax |
12 |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|||||
|
Dividends |
26 |
- |
- |
( |
( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|||||
|
Profit for the year |
- |
- |
|
|
|
|
|
|
|
|
||
|
Other comprehensive income: |
|
|
|
|
|
|
Surplus arising on revaluation of land and buildings, net of deferred tax |
12 |
- |
|
- |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Total comprehensive income |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Transactions with owners |
|
|
|
|
|
|
Dividends |
26 |
- |
- |
( |
( |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Balance at 31 December 2022 |
|
|
|
|
|
As at 31 December 2022, total retained earnings of the Group amounted to €22,969,616 (2021: €24,047,620). Distributable reserves within retained earnings amounted to €3,802,186 (2021: €2,468,544), while non-distributable reserves amounted to €19,167,430 (2021: €21,579,076).
Company |
|
Share |
Other |
Retained |
|
|
|
|
capital |
reserves |
earnings |
Total |
|
|
Notes |
€ |
€ |
€ |
€ |
|
|
|
|
|
|
|
|
Balance 1 January 2021 |
|
32,419,356 |
249,515 |
4,636,649 |
37,305,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
1,300,940 |
1,300,940 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
Surplus arising on revaluation of land and buildings, net of deferred tax |
12 |
- |
1,006 |
- |
1,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
- |
1,006 |
1,300,940 |
1,301,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
Dividends |
26 |
- |
- |
(1,215,712) |
(1,215,712) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2021 |
|
32,419,356 |
250,521 |
4,721,877 |
37,391,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
Profit for the year |
|
- |
- |
2,329,190 |
2,329,190 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
Surplus arising on revaluation of land and buildings, net of deferred tax |
12 |
- |
1,094 |
- |
1,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
- |
1,094 |
2,329,190 |
2,330,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
Dividends |
26 |
- |
- |
(1,215,722) |
(1,215,722) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2022 |
|
32,419,356 |
251,615 |
5,835,345 |
38,506,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2022, total retained earnings of the Company amounted to €5,835,345 (2021: €4,721,877). Distributable reserves within retained earnings amounted to €3,097,810 (2021: €2,051,409), while non-distributable reserves amounted to €2,737,535 (2021: €2,670,468).
The accompanying notes are an integral part of these financial statements.
Statements of cash flows
|
|||||
|
|
|
Year ended 31 December |
|||
|
|
|
|
|
|
|
|
|
|
Group |
Company |
||
|
|
|
2022 |
2021 |
2022 |
2021 |
|
|
Notes |
€ |
€ |
€ |
€ |
|
Cash flows from operating activities |
|
|
|
|
|
|
Cash generated from operations |
24 |
|
|
2,723,220 |
2,725,519 |
|
Interest paid |
|
( |
( |
(351,292) |
(764,056) |
|
Interest received |
|
|
|
11,846 |
- |
|
Tax paid |
|
( |
( |
(385,704) |
(406,577) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from/(used in) operating activities |
|
|
( |
1,998,070 |
1,554,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Additions to investment property |
|
( |
( |
(3,933) |
(6,730) |
|
Purchase of property, plant and equipment |
|
( |
( |
(3,896) |
(3,612) |
|
Purchase of intangible assets |
|
( |
- |
(2,443) |
- |
|
Proceeds from disposal of property |
|
|
|
- |
- |
|
Investment in subsidiary |
|
- |
- |
(90,000) |
- |
|
Restricted deposits |
|
( |
|
(3,874,000) |
338,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/generated from investing activities |
|
( |
|
(3,974,272) |
327,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Bank loan drawdown |
|
|
|
119,090 |
530,731 |
|
Bank loan repayments |
|
( |
( |
(21,102,262) |
(1,100,000) |
|
Net proceeds from issuance of Bond |
|
|
- |
24,451,668 |
- |
|
Dividends paid |
|
( |
( |
(1,215,722) |
(1,215,712) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from/(used in) financing activities |
|
|
( |
2,252,774 |
(1,784,981) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net movement in cash and cash equivalents |
|
|
|
276,572 |
97,563 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at |
|
|
|
|
|
|
beginning of year |
|
|
|
189,597 |
92,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at |
|
|
|
|
|
|
end of year |
10 |
|
|
466,169 |
189,597 |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Notes
to the financial statements
1.
Summary of significant accounting policies
1.1 Basis of preparation
1.2 Consolidation
1.3 Foreign currency translation
1.4 Intangible assets
1.5 Property, plant and
equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 Investment property
1.7 Impairment of non-financial
assets
Classification
Recognition and measurement
Impairment
|
|
|
|
|
|
1.9 Inventories – property held for
resale
1.10 Trade and other receivables
1.11 Cash and cash equivalents
1.12 Share capital
1.13 Financial liabilities
1.14 Trade and other payables
1.15 Borrowings
1.16 Offsetting financial
instruments
1.17 Current and deferred tax
1.18 Provisions
1.19 Revenue recognition
1.20 Operating leases
1.21 Dividend distribution
1.22 Borrowing costs
2.1 Financial risk factors
|
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2.2 Capital risk management
2.3 Fair values of financial
instruments
3.
Critical accounting estimates and judgements
4. Intangible
assets
|
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Intangible assets of the Group
and Company comprise an internet domain name.
5.
Property, plant and equipment
|
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6. Investment
property
|
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8. Loans receivable
from subsidiaries
|
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9. Trade
and other receivables
|
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||
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11. Share capital
|
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20. Finance
income
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21. Finance
costs
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27.
Commitments
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28. Related party
transactions
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28. Statutory
information
Independent Auditor’s Report
