The Group | The Company | ||||
2023 | 2022 | 2023 | 2022 | ||
Notes | € | € | € | € | |
ASSETS | |||||
Property, plant and equipment | 14 | - | - | ||
Right-of-use assets | 32.1.1 | - | - | ||
Intangible assets and goodwill | 15 | - | - | ||
Investment in subsidiaries | 20 | - | - | 47,622,803 | 47,622,803 |
Loans receivable from subsidiaries | 19 | - | - | 14,217,067 | 15,585,529 |
Financial assets at fair value through profit or loss | 22 | - | - | ||
Total non-current assets | 61,839,870 | 63,208,332 | |||
Inventories | 17 | - | - | ||
Contract assets | 8.2 | 1,600,000 | - | ||
Loans receivable from subsidiaries | 19 | - | - | 9,593,098 | 10,446,257 |
Current tax assets | 175 | 78 | |||
Trade and other receivables | 18 | 1,961,424 | 7,558,842 | ||
Financial asset | 33 | - | - | ||
Cash at bank and in hand | 23 | 79,696 | 170,729 | ||
Total current assets | 13,234,393 | 18,175,906 | |||
Total assets | 75,074,263 | 81,384,238 |
The Group | The Company | ||||
2023 | 2022 | 2023 | 2022 | ||
Notes | € | € | € | € | |
EQUITY | |||||
Share capital | 24.1 | 10,163,764 | 10,163,764 | ||
Share premium | 24.2 | 9,016,275 | 39,781,902 | ||
Reverse acquisition reserve | 24.4 | ( | ( | - | - |
Translation reserve | 24.3 | ( | ( | - | - |
Loss offset reserve | 24.2 | - | - | 1,536,596 | - |
Retained earnings/(accumulated losses) | - | (28,634,512) | |||
Equity attributable to owners of the Company | 20,716,635 | 21,311,154 | |||
Non-controlling interest | 26 | - | - | ||
Total equity | 20,716,635 | 21,311,154 | |||
LIABILITIES | |||||
Loans and borrowings | 27 | 46,260,210 | 46,768,855 | ||
Lease liabilities | 32.1.2 | - | - | ||
Deferred tax liabilities | 16 | - | - | ||
Employee benefits obligations | 28 | - | - | ||
Total non-current liabilities | 46,260,210 | 46,768,855 | |||
Bank overdraft | 23, 27 | - | - | ||
Trade and other payables | 29 | 7,703,668 | 5,232,985 | ||
Contract liabilities | 8.2 | - | - | ||
Current tax liabilities | - | - | |||
Loans and borrowings | 27 | 393,750 | 8,071,244 | ||
Lease liabilities | 32.1.2 | - | - | ||
Employee benefits obligations | 28 | - | - | ||
Total current liabilities | 8,097,418 | 13,304,229 | |||
Total liabilities | 54,357,628 | 60,073,084 | |||
Total equity and liabilities | 75,074,263 | 81,384,238 |
The Group | The Company | ||||
2023 | 2022 | 2023 | 2022 | ||
Notes | € | € | € | € | |
Revenue | 8 | 2,000,000 | 6,863,500 | ||
Cost of sales | 10 | ( | ( | - | - |
Gross profit | 2,000,000 | 6,863,500 | |||
Other income | 9 | - | - | ||
Administrative expenses | 10 | ( | ( | (1,635,516) | (2,509,268) |
Net reversal of/(impairment) losses on financial and contract assets | 31.4 | ( | - | - | |
Results from operating activities | ( | 364,484 | 4,354,232 | ||
Finance income | 12 | 1,525,610 | 1,476,763 | ||
Finance costs | 12 | ( | ( | (2,484,563) | (3,114,027) |
Net finance (cost)/income | ( | (958,953) | (1,637,264) | ||
Profit/(loss) before income tax | (594,469) | 2,716,968 | |||
Tax (expense)/credit | 13 | ( | (50) | (147) | |
Profit/(loss) from continued operations | (594,519) | 2,716,821 | |||
Profit/(loss) for the year | (594,519) | 2,716,821 | |||
Other comprehensive income | |||||
Items that will not be reclassified to profit or loss: | |||||
Re-measurement of post-employment benefit obligations | 28 | | - | - | |
Items that may be reclassified subsequently to profit or loss: | |||||
Reclassification of foreign currency differences on liquidation of subsidiary | 9 | ( | ( | - | - |
Net gain/(loss) on net investment hedge | 31.6 | ( | - | - | |
Exchange differences on translating foreign operations | ( | ( | - | - | |
Other comprehensive income for the year, net of tax | ( | ( | - | - | |
Total comprehensive income for the year | ( | ( | (594,519) | 2,716,821 | |
Profit/(loss) attributable to: | |||||
Owners of the Company | (594,519) | 2,716,821 | |||
Non-controlling interests | 26 | ( | - | - | |
Profit/(loss) for the year | (594,519) | 2,716,821 | |||
Other comprehensive income attributable to: | |||||
Owners of the Company | ( | ( | - | - | |
Non-controlling interests 26 | ( | - | - | ||
Other comprehensive income | ( | ( | - | - | |
Total comprehensive income attributable to: | |||||
Owners of the Company | ( | ( | (594,519) | 2,716,821 | |
Non-controlling interests 26 | ( | - | - | ||
Total comprehensive income for the year | ( | ( | (594,519) | 2,716,821 |
Earnings per share | |||
Basic earnings per share | 25 | ||
Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA) | 6 |
Balance at 1 January 2023 | ( | ( | ||||||
Total comprehensive income | ||||||||
Profit for the year | ||||||||
Other comprehensive income | ( | ( | ( | |||||
Total comprehensive income | ( | ( | ( | |||||
Transactions with owners of the Company | ||||||||
Transactions with non-controlling interests | ( | ( | ||||||
Total transactions with owners of the Company | ( | ( | ||||||
Balance at 31 December 2023 | ( | ( |
The Group | The Company | ||||
2023 | 2022 | 2023 | 2022 | ||
Notes | € | € | € | € | |
Cash flows from operating activities | |||||
Profit/(loss) for the year | (594,519) | 2,716,821 | |||
Adjustments for: | |||||
Depreciation and amortisation | 14, 32, 15 | - | - | ||
Net impairment on goodwill and intangible asset | 15 | - | - | ||
Net impairment and other write off on property, plant and equipment | 14 | - | - | ||
Net impairment on investment in subsidiaries, joint venture and associates | 20 | - | - | 44,763 | 1,545,615 |
Net movements in expected credit losses | 31 | ( | - | - | |
Loss on disposal of property, plant and equipment | 9 | - | - | ||
(Increase)/decrease in fair value of financial assets at FVTPL | 22 | ( | - | - | |
Interest income | 12 | ( | ( | (1,390,633) | (1,476,763) |
Interest expense | 12 | 2,484,563 | 2,832,342 | ||
Dividend income | 8 | - | - | (400,000) | (6,863,500) |
Loss on lease modification | 32 | - | - | ||
Exchange differences and release of translation differences to profit and loss | 9,12 | ( | (134,976) | 281,685 | |
Tax expense/(credit) | 13 | ( | 50 | 147 | |
9,248 | (963,653) | ||||
Changes in: | |||||
Inventories | - | - | |||
Trade and other receivables and contract assets | (1,636,266) | (17,401) | |||
Trade and other payables and contract liabilities | ( | 145,630 | (459,498) | ||
Related party balances | 34 | - | - | 2,978,440 | 1,159,064 |
Cash generated from/(used in) operating activities | 1,497,052 | (281,488) | |||
Bank interest received | 12 | - | - | ||
Interest on bank overdraft | 12 | ( | ( | - | - |
Taxation (paid)/received | ( | ( | (147) | 280 | |
Net cash generated from/(used in) operating activities | 1,496,905 | (281,208) |
The Group | The Company | ||||
2023 | 2022 | 2023 | 2022 | ||
Notes | € | € | € | € | |
Cash flows from investing activities | |||||
Payments for FVTPL financial assets | 22 | ( | ( | - | - |
Payments for property, plant and equipment | 14 | ( | ( | - | - |
Advance payments for capital expenditure | ( | - | - | ||
Net proceeds from disposal of FVTPL financial assets | 22 | - | - | ||
Capitalisation of loans to subsidiaries | 19,20 | - | - | (44,763) | (28,634) |
Net proceeds from disposal of property, plant and equipment | 14 | - | - | ||
Proceeds received and repayments of loans from related parties | 19 | - | - | ||
Dividend received | 8 | - | - | - | 6,863,500 |
Loan repayments by subsidiaries | - | - | 1,295,750 | - | |
Interest received | - | - | 31,070 | 49,168 | |
Net cash (used in)/generated from investing activities | ( | 1,282,057 | 6,884,034- | ||
Cash flows from financing activities | |||||
Proceeds from loans and borrowings | 27 | 7,488,178 | 3,600,000 | ||
Repayment of bonds | 27 | ( | ( | (7,772,019) | (6,999,400) |
Repayment of bank loans | 27 | ( | ( | - | |
Cash pledged as guarantee | 33 | ( | - | - | |
Loan payments to subsidiary | 27 | - | - | (236,250) | (78,750) |
Repayment of capital portion of lease liabilities | 32 | ( | ( | - | - |
Transactions with non-controlling interest | 29.3 | ( | - | - | |
Interest paid | 27,32 | ( | ( | (2,352,193) | (2,885,505) |
Net cash used in financing activities | ( | ( | (2,872,284) | (6,363,655) | |
Net (decrease)/increase in cash and cashequivalents | ( | (93,322) | 239,171 | ||
Cash and cash equivalents at beginning of year | 170,729 | (68,442) | |||
Effect of exchange rate fluctuations on cash held | ( | ( | 2,289 | - | |
Cash and cash equivalents at end of year* | 23 | 79,696 | 170,729 | ||
Cash at bank and in hand | 23 | 79,696 | 170,729 | ||
Bank overdraft | 23, 27 | ( | ( | - | - |
Cash and cash equivalents at end of year | 23 | 79,696 | 170,729 |
Type of product/service | Nature and timing of satisfaction of performance obligations, including significant payment terms | Revenue recognition policies |
Logistic support services | The Group performs and provides logistics services to international oil companies carrying out offshore drilling campaigns. The Group delivers fully integrated supply base services which connect all the elements of the clients’ logistics and materials management activities. Logistics support services include provision of equipment, personnel, warehousing, quays and land in a certified facility aimed at supporting offshore oil and gas drilling activities. Invoices are issued on a monthly basis and are usually payable within 30 to 90 days. Uninvoiced amounts are presented as contract assets. | Logistic support services provided are routine or recurring in nature and span over a period of time. These services have been identified as a series of distinct services transferred to the customer in the same pattern. The customer simultaneously receives the benefits provided as the services are being rendered. Revenue is recognised over time as the services are provided. |
Engineering and technical services | The Group through its engineering division carries out a full range of essential, non-critical engineering and technical services for the offshore platforms and drilling rigs. Services range from fabric maintenance, corrosion protection, riser inspection services, rig repair, technical services and general fabrication and maintenance. Invoices are issued according to contractual terms and are usually payable within 30 to 60 days. Uninvoiced amounts are presented as contract assets. | Engineering services have been identified as a bundle of distinct goods or services that form one single obligation.This creates or enhances an asset controlled by the customer in terms of repairs and maintenances.Revenue is recognised over time as the services are provided. The stage of completion for determining the amount of revenue is assessed based on surveys of work performed.If the services are rendered in different reporting periods, then the consideration is allocated based on their relative stand-alone selling prices. The stand-alone selling price is determined based on customer-specific contract or based on the list prices at which the Group sells the services in separate transactions. |
Type of product/service | Nature and timing of satisfaction of performance obligations, including significant payment terms | Revenue recognition policies |
Supply of goods | The Group is involved in procuring various goods and supplies to its customers for use on the offshore rigs and their supply vessels. Clients obtain control of goods when the goods are delivered to and have been accepted at their specified location. Invoices are generated at that point in time. Invoices are usually payable within 30 - 90 days. | Revenue from supply of goods is recognised when the goods are delivered as this is the point in time that the consideration is unconditional since only the passage of time is required before payment is due.Delivery occurs when the goods have been shipped to the specific location or loaded onto the client’s vessel, the risks and rewards have been transferred to the customer, and either the customer has accepted the goods in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. Generally, for such goods, the customer has no right of return. |
Type of product/service | Nature and timing of satisfaction of performance obligations, including significant payment terms | Revenue recognition policies |
Supply of electricity | Revenue from the supply of electricity is generated from the Group’s investment in the Photovoltaic farm. Invoices are issued on a monthly basis. Prices are based on the published Feed-in-Tariffs.Invoices are issued on receipt of the monthly statement issued by the counterparty and are payable within 15 days. | Revenue is recognised over time based on the monthly readings of kWh of energy supplied as per monthly statements issued by the counterparty. |
EU effective date(financial period on or after) | Impact assessment | |
Standards available for early adoption | ||
Amendments to IAS 1 Presentation of FinancialStatements:-Classification of Liabilities as Current or Noncurrent;-Classification of Liabilities as Current or Noncurrent - Deferral of Effective Date; and-Non-current Liabilities with Covenants | 1 January 2024 | No significant impact |
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback | 1 January 2024 | No significant impact |
Standards not / not yet endorsed by the EU | ||
Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability | Not yet endorsed | No significant impact |
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements | Not yet endorsed | No significant impact |
The Group | |||
2023 | 2022 | ||
Notes | € | € | |
Profit for the year from continuing operations | 1,294,394 | 544,876 | |
Tax expense /(credit) | 13 | 377,438 | (521,505) |
Profit before tax | 1,671,832 | 23,371 | |
Adjustments for: | |||
- Net finance income | 12 | 6,190,329 | (964,139) |
- Depreciation | 14, 32 | 8,205,843 | 7,627,211 |
- Amortisation of intangible assets | 15 | 1,357,499 | 2,056,371 |
- Net impairment loss on property, plant and equipment | 14 | 78,852 | 515,210 |
- Impairment loss on intangible assets | 15 | - | 1,774,446 |
- Impairment loss on goodwill | 15 | - | 372,295 |
Adjusted EBITDA | 17,504,355 | 11,404,765 |
2023 | Integrated logistics support services | Oil country tubular goods | Photovoltaic farm | Total |
€ | € | € | € | |
External revenue | 46,128,080 | 27,306,637 | 491,619 | 73,926,336 |
Segment revenue | 46,128,080 | 27,306,637 | 491,619 | 73,926,336 |
Reportable segment profit/(loss) before tax | (3,755,165) | 5,360,816 | 66,181 | 1,671,832 |
Net finance costs | 4,826,152 | 1,136,445 | 227,732 | 6,190,329 |
Depreciation on property, plant and equipment | 2,433,245 | 1,590,138 | 197,706 | 4,221,089 |
Depreciation on right-of-use assets | 2,812,208 | 1,172,546 | - | 3,984,754 |
Other material non-cash items: | ||||
Amortisation of intangible assets | - | 1,357,499 | - | 1,357,499 |
Net impairment on property, plant and equipment | 78,852 | - | - | 78,852 |
Adjusted EBITDA | 6,395,292 | 10,617,444 | 491,619 | 17,504,355 |
Reportable segment assets | 107,095,896 | 35,975,322 | 2,102,795 | 145,174,013 |
Capital expenditure during 2023 | 1,532,491 | 1,147,977 | - | 2,680,468 |
Reportable segment liabilities | 74,330,863 | 9,507,409 | 3,285,000 | 87,123,272 |
2022 | Integrated logistics support services | Oil country tubular goods | Photovoltaic farm | Total |
€ | € | € | € | |
External revenue | 42,990,491 | 23,425,191 | 523,478 | 66,939,160 |
Segment revenue | 42,990,491 | 23,425,191 | 523,478 | 66,939,160 |
Reportable segment profit (loss) before tax | 2,372,837 | (2,565,427) | 215,961 | 23,371 |
Net finance costs/(income) | (4,653,119) | 3,579,175 | 109,805 | (964,139) |
Depreciation on property, plant and equipment | 2,307,684 | 1,468,755 | 197,712 | 3,974,151 |
Depreciation on right-of-use assets | 2,537,309 | 1,115,752 | - | 3,653,060 |
Other material non-cash items: | ||||
Amortisation of intangible assets | - | 2,056,371 | - | 2,056,371 |
Net impairment on property, plant and equipment | 515,210 | - | - | 515,210 |
Impairment loss on intangible assets | - | 1,774,446 | - | 1,774,446 |
Impairment loss on goodwill | 372,295 | - | - | 372,295 |
Adjusted EBITDA | 3,452,216 | 7,429,071 | 523,478 | 11,404,765 |
Reportable segment assets | 117,836,126 | 31,617,381 | 2,275,863 | 151,729,370 |
Capital expenditure during 2022 | 1,490,702 | 1,156,440 | - | 2,647,142 |
Reportable segment liabilities | 76,661,682 | 8,297,697 | 6,413,488 | 91,372,867 |
2023 | 2022 | |
€ | € | |
Revenues | ||
Total revenues for reportable segments | 73,926,336 | 66,939,160 |
Consolidated revenues | 73,926,336 | 66,939,160 |
Profit or loss | ||
Profit before income tax for reportable segments | 1,671,832 | 23,371 |
Consolidated profit before income tax | 1,671,832 | 23,371 |
Assets | ||
Total assets for reportable segments | 145,174,013 | 151,729,370 |
Consolidated total assets | 145,174,013 | 151,729,370 |
Liabilities | ||
Total liabilities for reportable segments | 87,123,272 | 91,372,867 |
Consolidated total liabilities | 87,123,272 | 91,372,867 |
Adjusted EBITDA | ||
Total adjusted EBITDA for reportable segments | 17,504,355 | 11,404,765 |
Consolidated adjusted EBITDA | 17,504,355 | 11,404,765 |
Revenues | Non-current assets | |
€ | € | |
2023 | ||
Cyprus | 8,840,784 | 8,641,322 |
Malta | 8,402,101 | 61,084,398 |
Egypt | 7,318,332 | 3,924,037 |
Middle East | 29,816,637 | 18,399,188 |
South America | 22,798 | - |
Morocco | 8,973,609 | - |
Sub-Saharan Africa | 10,552,075 | 10,361,320 |
73,926,336 | 102,410,265 | |
2022 | ||
Cyprus | 19,690,007 | 2,261,286 |
Malta | 7,351,916 | 65,664,479 |
Egypt | 7,975,728 | 4,254,231 |
Middle East | 23,425,191 | 19,061,332 |
South America | 28,286 | - |
Sub-Saharan Africa | 8,468,032 | 10,265,069 |
66,939,160 | 101,506,397 |
The Group | The Company | ||||
2023 | Integrated logistics support services | Oil countrytubular goods | Photovoltaic farm | Total | Total |
€ | € | € | € | € | |
Major service lines | |||||
Logistic support services | 30,433,096 | - | - | 30,433,096 | - |
Supply of goods | 9,779,701 | - | - | 9,779,701 | - |
Engineering and technical services | 495,002 | - | - | 495,002 | - |
Storage and handling | 5,420,281 | 18,108,819 | - | 23,529,100 | - |
Inspection | - | 2,412,528 | - | 2,412,528 | - |
Repairs of pipes | - | 6,785,290 | - | 6,785,290 | - |
Supply of electricity | - | - | 491,619 | 491,619 | - |
Management fees | - | - | - | - | 1,600,000 |
Dividends | - | - | - | - | 400,000 |
46,128,080 | 27,306,637 | 491,619 | 73,926,336 | 2,000,000 | |
Timing of revenue recognition | |||||
Transferred over time | 36,348,379 | 27,306,637 | 491,619 | 64,146,635 | 1,600,000 |
Point in time | 9,779,701 | - | - | 9,779,701 | 400,000 |
46,128,080 | 27,306,637 | 491,619 | 73,926,336 | 2,000,000 |
2022 | Integrated logisticssupport services | Oil country tubular goods | Photovoltaic farm | Total |
€ | € | € | € | |
Malta | 6,828,438 | - | 523,478 | 7,351,916 |
Middle East | - | 23,425,191 | - | 23,425,191 |
Cyprus | 19,690,007 | - | - | 19,690,007 |
Egypt | 7,975,728 | - | - | 7,975,728 |
Sub-Saharan Africa | 8,468,032 | - | - | 8,468,032 |
South America | 28,286 | - | - | 28,286 |
42,990,491 | 23,425,191 | 523,478 | 66,939,160 |
The Group | The Company | ||||
2022 | Integrated logistics support services | Oil countrytubular goods | Photovoltaic farm | Total | Total |
€ | € | € | € | € | |
Major service lines | |||||
Logistic support services | 36,234,896 | - | - | 36,234,896 | - |
Supply of goods | 3,500,618 | - | - | 3,500,618 | - |
Engineering and technical services | 354,178 | - | - | 354,178 | - |
Storage and handling | 2,900,799 | 16,115,381 | - | 19,016,180 | - |
Inspection | - | 1,760,382 | - | 1,760,382 | - |
Repairs of pipes | - | 5,549,428 | - | 5,549,428 | - |
Supply of electricity | - | - | 523,478 | 523,478 | - |
Dividends | - | - | - | - | 6,863,500 |
42,990,491 | 23,425,191 | 523,478 | 66,939,160 | 6,863,500 | |
Timing of revenue recognition | |||||
Transferred over time | 39,489,873 | 23,425,191 | 523,478 | 63,438,542 | - |
Point in time | 3,500,618 | - | - | 3,500,618 | 6,863,500 |
42,990,491 | 23,425,191 | 523,478 | 66,939,160 | 6,863,500 |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Current contract assets relating to unbilled revenue, net of loss allowances | 3,381,677 | 183,335 | 1,600,000 | - |
Current contract liabilities relating to payment made in advance by customers | 113,196 | 90,267 | - | - |
2023 | 2022 | |
€ | € | |
Revenue recognized that was included in the contract liability balance at the beginning of the period | 90,267 | 193,853 |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Wages and salaries | 10,553,509 | 12,750,341 | 748,871 | 233,426 |
Social security contributions | 475,297 | 366,033 | - | - |
Maternity fund | 5,370 | 4,867 | - | - |
Other statutory contributions | 74,140 | 94,407 | - | - |
11,108,316 | 13,215,648 | 748,871 | 233,426 | |
Directors’ emoluments: | ||||
Salaries | 1,066,719 | 998,269 | 135,908 | 24,710 |
Fees | 197,637 | 191,722 | 197,637 | 185,591 |
1,264,356 | 1,189,991 | 333,545 | 210,301 | |
835,986 | 105,591 | |||
12,372,672 | 14,405,639 | 1,082,416 | 443,727 |
2023 | 2022 | |
No. | No. | |
Operating | 712 | 660 |
Management and administration | 60 | 56 |
771 | 716 |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Interest receivable from banks | 1,010,728 | 343,864 | - | - |
Interest receivable from subsidiaries | - | - | 1,390,633 | 1,476,763 |
Foreign exchange gain on non-operating activities | - | 4,635,645 | 134,977 | - |
Finance income | 1,010,728 | 4,979,509 | 1,525,610 | 1,476,763 |
Interest payable on bank loans | (424,538) | (105,781) | - | - |
Other bank interest payable | (115,410) | (90,944) | - | - |
Interest payable to note holders | (2,554,313) | (2,853,702) | (2,256,831) | (2,763,524) |
Interest payable to subsidiaries | - | - | (227,732) | (68,818) |
Interest on leases | (1,098,149) | (964,943) | - | - |
Foreign exchange loss on non-operating activities | (3,008,647) | - | - | (281,685) |
Finance costs | (7,201,057) | (4,015,370) | (2,484,563) | (3,114,027) |
Net finance (costs)/income | (6,190,329) | 964,139 | (958,953) | (1,637,264) |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Current tax expense | (1,177,036) | (168,448) | (50) | (147) |
Deferred tax credit | 799,598 | 689,953 | - | - |
Tax (expense)/credit | (377,438) | 521,505 | (50) | (147) |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Profit/(loss) before tax | 1,671,832 | 23,371 | (594,469) | 2,716,968 |
Tax using the domestic tax rate | (585,141) | (8,180) | 208,064 | (950,939) |
Tax effect of: | ||||
Non-deductible expenses | (3,981,373) | 2,517,937 | (355,089) | (1,451,975) |
Difference in overseas tax rates | 1,807,881 | 4,897,736 | (50) | 541 |
Tax-exempt income | 1,585,708 | (6,146,017) | 140,000 | 2,402,226 |
Utilised tax losses | - | - | 7,025 | - |
Unrecognised deferred tax asset | 795,487 | (739,971) | - | - |
Tax (expense)/credit | (377,438) | 521,505 | (50) | (147) |
Total | Buildings | Base improvements | Plant and equipment | Photovoltaic farm | Cargo carrying units | Furniture and fittings | Office and computer equipment | Motor vehicles | Equipment for installation | |
€ | € | € | € | € | € | € | € | € | € | |
Cost | ||||||||||
Balance at 1 January 2022 | 49,139,573 | 13,077,315 | 3,303,764 | 27,878,832 | 2,525,884 | 683,349 | 316,576 | 168,090 | 1,185,763 | - |
Additions | 2,647,142 | 221,847 | 33,559 | 1,456,882 | - | - | 56,098 | 33,762 | 106,285 | 738,709 |
Disposals | (3,200,997) | - | (3,500) | (3,177,290) | - | - | - | - | (20,207) | - |
Exchange differences | 1,632,316 | 229,817 | 87,265 | 1,244,318 | - | - | 3,723 | 3,611 | 63,582 | - |
Balance at 31 December 2022 | 50,218,034 | 13,528,979 | 3,421,088 | 27,402,742 | 2,525,884 | 683,349 | 376,397 | 205,463 | 1,335,423 | 738,709 |
Balance at 1 January 2023 | 50,218,034 | 13,528,979 | 3,421,088 | 27,402,742 | 2,525,884 | 683,349 | 376,397 | 205,463 | 1,335,423 | 738,709 |
Additions | 2,680,468 | 512,399 | 259,059 | 1,456,058 | - | - | 49,882 | 48,409 | 109,613 | 245,048 |
Transfers | - | - | 33,437 | 246,089 | - | - | - | - | - | (279,526) |
Write-off | (238,768) | - | - | (205,051) | - | - | (13,965) | (19,752) | - | - |
Disposals | (619,048) | - | - | (598,661) | - | - | - | (13,336) | (7,051) | - |
Exchange differences | (1,146,893) | (155,818) | (55,661) | (836,780) | - | - | (6,054) | (8,282) | (50,141) | (34,157) |
Balance at 31 December 2023 | 50,893,793 | 13,885,560 | 3,657,923 | 27,464,397 | 2,525,884 | 683,349 | 406,260 | 212,502 | 1,387,844 | 670,074 |
Total | Buildings | Base improvements | Plant and equipment | Photovoltaic farm | Cargo carrying units | Furniture and fittings | Office and computer equipment | Motor vehicles | |
€ | € | € | € | € | € | € | € | € | |
Depreciation and impairment losses | |||||||||
Balance at 1 January 2022 | 13,087,847 | 1,879,568 | 655,626 | 9,135,405 | 52,310 | 108,051 | 81,049 | 98,070 | 1,077,768 |
Charge for the year | 3,974,151 | 607,215 | 478,315 | 2,341,573 | 197,712 | 193,614 | 30,757 | 33,242 | 91,723 |
Impairment loss | 986,695 | 358,015 | - | 628,680 | - | - | - | - | - |
Reversal of impairment loss | (471,485) | - | - | (471,485) | - | - | - | - | - |
Disposals | (1,225,984) | - | (3,194) | (1,212,777) | - | - | - | - | (10,013) |
Exchange differences | 532,101 | 60,337 | 15,593 | 414,542 | - | - | (1,973) | (13,940) | 57,542 |
Balance at 31 December 2022 | 16,883,325 | 2,905,135 | 1,146,340 | 10,835,938 | 250,022 | 301,665 | 109,833 | 117,372 | 1,217,020 |
Balance at 1 January 2023 | 16,883,325 | 2,905,135 | 1,146,340 | 10,835,938 | 250,022 | 301,665 | 109,833 | 117,372 | 1,217,020 |
Charge for the year | 4,221,089 | 611,872 | 537,445 | 2,542,703 | 197,706 | 198,630 | 49,926 | 36,018 | 46,789 |
Impairment loss | 78,852 | 13,486 | - | 62,397 | - | - | - | 2,969 | - |
Disposals | (276,133) | - | - | (255,745) | - | - | - | (13,336) | (7,052) |
Write-off | (246,863) | - | - | (212,529) | - | - | (14,254) | (20,080) | - |
Exchange differences | (521,145) | (59,618) | (35,899) | (374,097) | - | - | (2,374) | (5,249) | (43,908) |
Balance at 31 December 2023 | 20,139,125 | 3,470,875 | 1,647,886 | 12,598,667 | 447,728 | 500,295 | 143,131 | 117,694 | 1,212,849 |
Total | Buildings | Base improvements | Plant and equipment | Photovoltaic farm | Cargo carrying units | Furniture and fittings | Office and computer equipment | Motor vehicles | Equipment for installation | |
€ | € | € | € | € | € | € | € | € | € | |
Carrying amounts | ||||||||||
At 1 January 2022 | 36,051,726 | 11,197,747 | 2,648,138 | 18,743,427 | 2,473,574 | 575,298 | 235,527 | 70,020 | 107,995 | - |
At 31 December 2022 | 33,334,709 | 10,623,844 | 2,274,748 | 16,566,804 | 2,275,862 | 381,684 | 266,564 | 88,091 | 118,403 | 738,709 |
At 31 December 2023 | 30,754,668 | 10,414,685 | 2,010,037 | 14,865,730 | 2,078,156 | 183,054 | 263,129 | 94,808 | 174,995 | 670,074 |
2022Base | Assets class impaired | Operating segment | CGU | Carrying amount (gross of impairment) | Impairment | Carrying amount(net of impairment) | Recoverableamount | Methodology |
€ | € | € | € | |||||
Medserv Operations Ltd | Buildings and property improvements | ILSS | Logistics hub | 12,272,072 | 339,981 | 11,932,091 | 11,932,091 | FVLCD |
Regis Mozambique | Buildings and plant and equipment | ILSS | Mozambique Logistics | 5,765,927 | 337,529 | 5,428,398 | 5,428,398 | FVLCD |
Regis Uganda | Plant and equipment | ILSS | Uganda Logistics | 1,293,128 | 309,185 | 983,943 | 983,943 | FVLCD |
Medserv Egypt | Buildings, base improvements, plant and equipment, motor vehicles | ILSS | Egypt logistics | 4,033,443 | - | 4,033,443 | 4,033,443 | VIU |
ILSS | Egypt materials management | 852,108 | - | 852,108 | 852,108 | VIU | ||
METS Iraq | Buildings, base improvements, plant and equipment, motor vehicles | OCTG | Iraq Yard Hub | 527,050 | - | 527,050 | 527,050 | VIU |
METS UAE | Buildings, base improvements, plant and equipment, motor vehicles | OCTG | UAE machine shop | 1,892,187 | - | 1,892,187 | 1,892,187 | VIU |
OCTG | UAE materials management | 1,727,100 | - | 1,727,100 | 1,727,100 | VIU | ||
Total | 28,363,015 | 986,695 | 27,376,320 | 27,376,320 |
CGU | Recoverable amounts€ | Key Inputs | |
Economic Useful life on acquisition | Average Inflation rate | ||
Logistics hub | 11,783,137 | 6-50 years | 2.16% |
Mozambique Logistics | 4,305,324 | 5 years | N/A |
Uganda Logistics | 2,184,377 | 10 years | N/A |
Egypt Logistics | 3,804,905 | 15 years | N/A |
Egypt materials management | 919,084 | 15 years | N/A |
CGU | Recoverable amounts€ | Key Inputs | |
Economic Useful life | Average Inflation rate | ||
Logistics hub | 11,932,091 | 6-50 years | 1.2% |
Mozambique Logistics | 5,428,398 | 5 years | N/A |
Uganda Logistics | 983,943 | 10 years | N/A |
CGU31 December 2023 | Recoverable amounts | Key Assumptions | |
EBITDA Margin | Discount rate | ||
€ | % | % | |
Cyprus Logistics Contract 2 | 5,099 | 68% | 7% |
Photovoltic farm 2,078,156 60% 5% | 1,581,029 | 66% | 22% |
Iraq Yard Hub | 822,080 | 56% | 22% |
UAE Machine Shop | 2,869,812 | 19% | 12% |
UAE Materials Management | 1,935,813 | 23% | 12% |
CGU31 December 2022 | Recoverable amounts | Key Assumptions | |
EBITDA Margin | Discount rate | ||
€ | % | % | |
Egypt Logistics | 4,033,443 | 30% | 26.5% |
Egypt Materials Management | 852,108 | 10% | 26.5% |
Iraq Yard Hub | 527,050 | 30% | 24% |
UAE Machine Shop | 1,892,187 | 22% | 12% |
UAE Materials Management | 1,727,100 | 23% | 12% |
CGU | Key Inputs | |
EBITDA Margin +/- 3 % | Discount rate+/- 1 % | |
€ | € | |
31 December 2023 | ||
Cyprus Logistics Contract no 2 | -/+3k | -2k/+2k |
Photovoltic farm -/+6k -126k/ +52k | -/+72k | -36k/+38k |
Iraq Yard Hub | - / + 44k | -21k / +22k |
UAE Machine shop | - / + 342k | -104k / +109k |
UAE Materials management | - / + 253k | -22k / +23k |
Total | Goodwill | Trademarks, Tradenames and related assets | Customer contracts | ||
Notes | € | € | € | € | |
Cost | |||||
Balance at 1 January 2022 | 24,194,809 | 10,240,341 | 1,138,936 | 12,815,532 | |
Balance at 31 December 2022 | 24,194,809 | 10,240,341 | 1,138,936 | 12,815,532 | |
Balance at 1 January 2023 | 24,194,809 | 10,240,341 | 1,138,936 | 12,815,532 | |
Balance at 31 December 2023 | 24,194,809 | 10,240,341 | 1,138,936 | 12,815,532 | |
Amortisation and impairment losses | |||||
Balance at 1 January 2022 | 3,086,714 | 1,031,280 | - | 2,055,434 | |
Impairment | 15.3 | 2,146,741 | 372,295 | 201,934 | 1,572,512 |
Amortisation | 10 | 2,056,371 | - | - | 2,056,371 |
Balance at 31 December 2022 | 7,289,826 | 1,403,575 | 201,934 | 5,684,317 | |
Balance at 1 January 2023 | 7,289,826 | 1,403,575 | 201,934 | 5,684,317 | |
Amortisation | 10 | 1,357,499 | - | - | 1,357,499 |
Balance at 31 December 2023 | 8,647,325 | 1,403,575 | 201,934 | 7,041,816 |
Total | Goodwill | Trademarks, Tradenames and related assets | Customer contracts | |
€ | € | € | € | |
Carrying amounts | ||||
Balance at 1 January 2022 | 21,108,095 | 9,209,061 | 1,138,936 | 10,760,098 |
Balance at 31 December 2022 | 16,904,983 | 8,836,766 | 937,002 | 7,131,215 |
Balance at 31 December 2023 | 15,547,484 | 8,836,766 | 937,002 | 5,773,716 |
ILSS segment | OCTG segment | Total | |
€ | € | € | |
Goodwill (core) | 1,507,792 | 1,882,449 | 3,390,241 |
Trademarks, tradenames and related assets | 589,634 | 347,368 | 937,002 |
Customer contracts | 291,368 | 5,482,348 | 5,773,716 |
2,388,794 | 7,712,165 | 10,100,959 |
ILSS segment | OCTG segment | Total | |
€ | € | € | |
Goodwill (core) | 1,880,087 | 1,882,449 | 3,762,536 |
Trademarks, tradenames and related assets | 791,568 | 347,368 | 1,138,936 |
Customer contracts | 1,906,463 | 6,797,264 | 8,703,727 |
4,578,118 | 9,027,081 | 13,605,199 |
2022 | ||
Goodwill and Trademark and Tradenames and other related assets | ILSS segmentVIU | OCTGsegmentVIU |
Base case scenarios rangeBase case scenarios average | 50%-80% 60.4% | 60% 60.0% |
Upside scenarios range Upside scenarios average | 10% - 25% 19.8% | 20% 20.0% |
Downside scenarios range Downside scenarios average | 10% - 25% 19.8% | 20% 20.0% |
2022 | ||
Customer contracts | Cyprus Logistics CGUVIU | Egypt Facilities Management CGUVIU |
Discount rates | 16.8% | 34.8% |
Weighted average EBITDA margin | 88.0% | 30.0% |
Extrapolation growth rate | 2.0% | 0.0% |
Weighted average annual revenue growth rate | (45.4%) | 1.1% |
2022 | ||
Customer contracts | Cyprus Logistics CGUVIU | Egypt Facilities Management CGUVIU |
Base case scenarios | 60.4% | 60.0% |
Upside scenarios | 19.8% | 20.0% |
Downside scenarios | 19.8% | 20.0% |
The Group | Assets | Liabilities | Net | |||
2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | € | € | |
Property, plant and equipment | - | - | (1,967,538) | (2,220,955) | (1,967,538) | (2,220,955) |
Employee benefits | 109,681 | 101,082 | - | 109,681 | 101,082 | |
Provision for exchange fluctuations | - | - | (450,054) | (850,424) | (450,054) | (850,424) |
Impairment loss on receivables | 333,229 | 313,156 | - | - | 333,229 | 313,156 |
Investment tax credits | 9,066,217 | 9,066,217 | - | - | 9,066,217 | 9,066,217 |
Unabsorbed capital | ||||||
allowances and | ||||||
unutilised tax losses | 1,044,455 | 1,350,575 | - | - | 1,044,455 | 1,350,575 |
Right-of-use assets | - | (15,108,881) | (14,779,530) | (15,108,881) | (14,779,530) | |
Lease liabilities | 3,441,952 | 2,704,246 | - | 3,441,952 | 2,704,246 | |
Intangible assets | - | - | (308,351) | (323,255) | (308,351) | (323,255) |
Others | 11,008 | 11,008 | - | - | 11,008 | 11,008 |
Tax assets/(liabilities) | 14,006,542 | 13,546,284 | (17,834,824) | (18,174,164) | (3,828,282) | (4,627,880) |
Set-off of tax | (14,006,542) | (13,546,284) | 14,006,542 | 13,546,284 | - | - |
Net tax liabilities | - | - | (3,828,282) | (4,627,880) | (3,828,282) | (4,627,880) |
Financial year ending | Tax year ending | 2023€ | 2022€ |
31 December 2024 | 2024/2025 | - | 243,252 |
31 December 2025 | 2025/2026 | 617,404 | 811,798 |
31 December 2026 | 2026/2027 | 54,283 | 110,608 |
31 December 2027 | 2027/2028 | 32,559 | 640,001 |
31 December 2028 | 2028/2029 | 3,892 | - |
No expiry | 7,622,134 | 8,542,530 | |
8,330,272 | 10,348,189 |
2023 | 2022 | |
€ | € | |
Goods for resale | - | 49,017 |
Spares and accessories | 289,974 | 311,180 |
Work in progress | 111,529 | 189,398 |
Raw materials | 132,407 | 181,721 |
Inventories | 533,910 | 731,316 |
The Group | The Company | ||||
Notes | 2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | ||
Current assets | |||||
Trade receivables | 17,537,988 | 17,422,498 | - | - | |
Amounts due by subsidiaries | 18.2 | - | - | 1,894,632 | 40,133 |
Other receivables | 18.3 | 2,892,759 | 9,498,489 | 820 | 7,489,215 |
Prepayments | 1,227,544 | 1,386,040 | 64,232 | 29,494 | |
VAT and other tax assets | 465,490 | 1,117,049 | 1,740 | - | |
Total trade and other receivables | 22,123,781 | 29,424,076 | 1,961,424 | 7,558,842 |
Currency | Nominal interest rate | Year of maturity | 2023€ | 2022€ | |
Unsecured loan | EUR | 4.50% | 2026 | 20,207,761 | 20,839,337 |
Unsecured loan | USD | 5.75% | 2026 | 8,230,594 | 8,562,087 |
Unsecured loan | EUR | 6.00% | 2024 | 9,593,098 | 9,536,093 |
Unsecured loan | EUR | 6.25% | 2023 | - | 910,164 |
Unsecured loan | EUR | 6.00% | 2025 | 1,222,197 | 1,627,590 |
39,253,650 | 41,475,271 | ||||
Recognition of expected credit losses under IFRS 9 (see note 31.4) | (15,443,485) | (15,443,485) | |||
23,810,165 | 26,031,786 | ||||
Non-current | 14,217,067 | 15,585,529 | |||
Current | 9,593,098 | 10,446,257 |
Capital subscribed | Capital Contributions | Total | |
€ | € | € | |
At 1 January 2022 | 32,911,729 | 16,228,324 | 49,140,053 |
Write-off | - | (68,378) | (68,378) |
Capitalisation of loans to subsidiaries | - | 28,364 | 28,364 |
Reversal of Impairment loss | - | 68,379 | 68,379 |
Impairment losses | (1,517,251) | (28,364) | (1,545,615) |
At 31 December 2022 | 31,394,478 | 16,228,325 | 47,622,803 |
At 1 January 2023 | 31,394,478 | 16,228,325 | 47,622,803 |
Capitalisation of loans to subsidiaries | - | 44,763 | 44,763 |
Impairment losses | - | (44,763) | (44,763) |
At 31 December 2023 | 31,394,478 | 16,228,325 | 47,622,803 |
Registered office | Ownership interest | Nature of business | Paid up | ||
31.12.23 | 31.12.22 | ||||
% | % | % | |||
Subsidiaries (continued) | |||||
Medserv M.E. Limited | Port of Marsaxlokk Birzebbugia Malta | 100.00 | 100.00 | Holding company | 100 |
Medserv Operations Limited | Port of Marsaxlokk Birzebbugia Malta | 100.00 | 100.00 | Logistical support and other services | 100 |
Regis Holdings Limited | C/o ICECAP (Mauritius) Limited, Block 1C Uniciti Business Park, Cascavelle, Mauritius. | 100.00 | 100.00 | Holding company | 100 |
Sub-subsidiaries | |||||
Medserv (Cyprus) Limited | Karaiskakis StreetLimassol, Cyprus | 80.00 | 80.00 | Logistical support and other services | 100 |
Medserv Energy TT Limited | 18, Scott Bushe Street Port of SpainTrinidad & Tobago, W.I. | 100.00 | 100.00 | Logistical support and other services | 100 |
Medserv EgyptOil & Gas Services J.S.C | 51, Tanta StreetCairo, Egypt | 60.00 | 60.00 | Logistical support and other services | 100 |
Middle East Tubular Services Holdings Limited | Belmont ChambersRoad TownTortola, British VirginIslands | 100.00 | 100.00 | Holding company | 100 |
Middle East Tubular Services Limited | Belmont ChambersRoad TownTortola, British VirginIslands | 100.00 | 100.00 | OCTG services in U.A.E. | 100 |
Middle East Tubular Services LLC (FZC) | PO Box 561PC322Al Falaj-Al QabailSoharSultanate of Oman | 100.00 | 100.00 | OCTG services in Sultanate of Oman | 100 |
Middle East Tubular Services (Iraq) Limited | Belmont ChambersRoad TownTortola, British VirginIslands | 100.00 | 100.00 | OCTG services in Southern Iraq | 100 |
2023 | 2022 | |
Discount rates, range | 15% to 28.19% | 28.19% to 29% |
Inflationary increase rate, range | from 3% to 5.50% on projected costs | from 3% to 5% on projected costs |
Period, range | 5 to 10 years | 5 to 10 years |
Projects start date, range | 6 months to 1 year | 9 months |
2023 | 2022 | |
Baseline | 60% | 50% to 60% |
Upside | 22% to 25% | 20% to 25% |
Downside | 15% to 18% | 15% |
(Increase)/decreasein impairment loss | ||
Calculation based solely on: | 2023€ | 2022€ |
Baseline scenario | - | (63,278) |
Upside scenario | - | 1,494,383 |
Downside scenario | (2,021,254) | (1,304,548) |
2023 | 2022 | |
€ | € | |
Non-current assets | 382,244 | 521,655 |
Current assets | 312,715 | 85,763 |
Current liabilities | (1,072,070) | (894,896) |
Net liabilities | (377,110) | (287,477) |
Company’s share of net liabilities (25%) | (94,278) | (71,869) |
Revenue | 250,990 | - |
Loss for the period (100%) | (101,810) | (158,851) |
Company’s share of loss (25%) | - | - |
2023 | 2022 | ||
€ | € | ||
Non-current assets | 194,552 | 201,575 | |
Current assets | 719,456 | 318,350 | |
Current liabilities | (315,652) | (291,518) | |
Non current liabilities | (1,060,642) | (693,654) | |
Net liabilities (100%) | (462,286) | (465,247) |
Company’s share of net asset (49%) | (226,520) | (227,971) |
Revenue | - | - |
Loss from continuing operations (100%) | (33,675) | (79,400) |
Total comprehensive income (100%) | (33,675) | (79,400) |
Company’s share of loss (49%) | - | - |
The Group | 2023 | 2022 |
€ | € | |
Investment in: | ||
Listed bonds | 1,504,302 | 438,698 |
Listed equity securities | 1,579,861 | 1,821,686 |
Alternative products | 524,785 | 499,343 |
Balance at 31 December | 3,608,948 | 2,759,727 |
The Group | 2023 | 2022 |
€ | € | |
Balance at 1 January | 2,759,727 | 4,006,665 |
Additions | 1,673,901 | 843,995 |
Disposals | (1,126,682) | (1,253,152) |
Fair value gains/(losses) (see note 9) | 441,326 | (1,105,875) |
Effect of movements in exchange rates | (139,324) | 268,094 |
Balance at 31 December | 3,608,948 | 2,759,727 |
The Group | The Company | ||||
Note | 2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | ||
Cash in hand | 261,600 | 129,789 | - | ||
Bank balances | 16,031,844 | 19,324,894 | 79,696 | 170,729 | |
16,293,444 | 19,454,683 | 79,696 | 170,729 | ||
Bank overdraft used for cash management purposes | 27 | (2,396,811) | (792,534) | - | - |
Cash and cash equivalents as presented in cashflow statement | 13,896,633 | 18,662,149 | 79,696 | 170,729 |
Ordinary shares | |
No. | |
In issue at 1 January 2022 with a nominal value of €0.10 each | 101,637,634 |
In issue at 31 December 2022 – fully paid with a nominal value of €0.10 each | 101,637,634 |
In issue at 1 January 2023 with a nominal value of €0.10 each | 101,637,634 |
In issue at 31 December 2023 – fully paid with a nominal value of €0.10 each | 101,637,634 |
The Group | ||
2023 | 2022 | |
€ | € | |
Continuing operations | 1,081,046 | 577,383 |
Profit for the year attributable to ordinary shareholders | 1,081,046 | 577,383 |
Medserv (Cyprus)Limited | Medserv Egypt Oil &Gas Services JSC | |||
Country of registration | Cyprus | Egypt | ||
Principal activity | ILSS* | ILSS* | ||
2023 | 2022 | 2023 | 2022 | |
NCI Percentage | 20% | 20% | 40% | 40% |
€ | € | € | € | |
Non-current assets | 8,268,183 | 2,514,679 | 1,891,625 | 3,942,457 |
Current assets | 3,773,817 | 8,444,487 | 3,812,529 | 4,827,519 |
Non-current liabilities | (5,881,312) | (812,552) | (1,186,637) | (2,117,466) |
Current liabilities | (3,919,604) | (8,266,079) | (2,657,107) | (774,648) |
Net assets | 2,241,084 | 1,880,535 | 1,860,410 | 5,877,862 |
Net assets attributable to NCI | 448,217 | 376,107 | 744,165 | 2,351,145 |
*Integrated Logistics Support Services |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Non-current liabilities | ||||
Secured bank loans | 4,927,887 | 6,013,127 | - | - |
Loan from subsidiary | - | - | 2,891,250 | 3,206,250 |
Secured notes | 12,663,017 | 12,610,550 | 12,663,017 | 12,610,550 |
Unsecured notes | 30,042,090 | 30,000,992 | 30,705,943 | 30,952,055 |
47,632,994 | 48,624,669 | 46,260,210 | 46,768,855 | |
Current liabilities | ||||
Secured bank loans | 1,319,053 | 1,430,916 | - | - |
Loan from subsidiary | - | - | 393,750 | 315,000 |
Secured notes | - | 7,741,001 | - | 7,756,244 |
Bank overdrafts | 2,396,811 | 792,534 | - | - |
3,715,864 | 9,964,451 | 393,750 | 8,071,244 |
The Group | |||||
Carrying amount | |||||
Original currency | 2023€ | 2022€ | Nominal interest rate | Year ofmaturity | |
Bank loan | EUR | 3,285,000 | 3,521,250 | 6% | 2034 |
Bank loan | EUR | 2,961,940 | 3,842,520 | Bank’s base rate + 3% | 2026 |
Bank loan | OMR | - | 80,273 | 5.50% | 2023 |
Secured notes | EUR | - | 7,741,001 | 6.00% | 2023 |
Unsecured notes | EUR | 21,781,618 | 21,530,312 | 4.50% | 2026 |
Unsecured notes | USD | 8,260,472 | 8,470,679 | 5.75% | 2026 |
Secured notes | EUR | 12,663,017 | 12,610,550 | 5.00% | 2029 |
2023 | 2022 | ||
Notes | € | € | |
Liability for severance payments | 28.2.1 | 1,381,400 | 1,413,239 |
Liability for retirement gratuities | 28.2.1 | 36,705 | 29,251 |
1,418,105 | 1,442,490 | ||
Non-current | 1,368,909 | 1,400,299 | |
Current | 49,196 | 42,191 | |
1,418,105 | 1,442,490 |
2023 | 2022 | |
€ | € | |
Balance at 1 January | 1,442,490 | 1,491,897 |
Included in profit or loss: | ||
Current service cost | 311,267 | 399,595 |
Benefits paid | (218,014) | (187,168) |
Interest cost | 92,127 | 83,765 |
Included in OCI: | ||
Actuarial losses/(gains) on economic assumptions | 21,672 | (109,664) |
Actuarial gains on experience | (104,845) | (121,110) |
Translation reserve | (126,592) | (114,825) |
Balance at 31 December | 1,418,105 | 1,442,490 |
2023 | 2022 | |
€ | € | |
Non-current | 1,368,909 | 1,400,299 |
Current | 49,196 | 42,191 |
1,418,105 | 1,442,490 |
2023 | 2022 | |
€ | € | |
Current Service cost | 311,267 | 399,595 |
Interest cost | 92,127 | 83,765 |
Past service cost | - | |
403,394 | 483,360 |
2023 | 2022 | |
€ | € | |
Actuarial losses/(gains) on economic assumptions | 21,672 | (109,664) |
Actuarial (gains) on experience | (104,845) | (121,110) |
Translation difference | 241 | 54,847 |
(82,932) | (175,927) |
2023 | 2022 | |
Discount rate | 9.81% | 7.54% |
Inflation rate | 2.10% | 3.17% |
Future salary growth rate | 10.15% | 7.93% |
Net pre-retirement rate | 1.74% | 2.08% |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Trade payables | 6,474,678 | 8,440,068 | 15,082 | 108,323 |
Amounts due to shareholders | 61,014 | 61,014 | 61,014 | 61,014 |
Amounts due to note holders | 71,932 | 96,454 | 71,932 | 96,454 |
Amounts due to subsidiaries | - | - | 7,227,557 | 4,902,501 |
Amounts due to non-controlling interest | 448,523 | 214,249 | - | - |
Indirect taxes payable | 970,103 | 621,229 | - | - |
Accrued expenses | 2,552,641 | 2,263,874 | 328,083 | 64,693 |
Other payables | 288,131 | 607,448 | - | - |
10,867,022 | 12,304,336 | 7,703,668 | 5,232,985 | |
Current | 10,867,022 | 12,304,336 | 7,703,668 | 5,232,985 |
Non-current | - | - | - | - |
10,867,022 | 12,304,336 | 7,703,668 | 5,232,985 |
31 December 2023 | 31 December 2022 | |||||
Carrying amount | Fair Value | Level | Carrying amount | Fair Value | Level | |
€ | € | € | € | |||
Assets | ||||||
Financial assets measured at FVTPLInvestments in listed bonds | 1,504,302 | 1,504,302 | 1 | 438,698 | 438,698 | 1 |
Investments in listed equity securities | 1,579,861 | 1,579,861 | 1 | 1,821,686 | 1,821,686 | 1 |
Investments in alternative products | 524,785 | 524,785 | 1 | 499,343 | 499,343 | 1 |
31 December 2023 | 31 December 2022 | |||||
Carrying amount | Fair Value | Level | Carrying amount | Fair Value | Level | |
€ | € | € | € | |||
LiabilitiesFinancial liabilities measured at amortised cost | ||||||
Secured notes | (12,663,017) | (13,453,505) | 2 | (20,351,551) | (20,648,000) | 2 |
Unsecured notes | (30,042,090) | (28,746,460) | 2 | (30,000,992) | (28,508,042) | 2 |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Financial assets at fair value through profit and loss | ||||
Investments in debt instruments | 1,504,302 | 438,698 | - | - |
Financial assets at amortised cost | ||||
Trade receivables and contract assets | 23,170,895 | 20,107,545 | 1,600,000 | - |
Amounts due by subsidiaries | - | - | 1,894,632 | 40,133 |
Loans receivable from subsidiaries | - | - | 39,253,650 | 41,475,271 |
Other receivables | 2,892,759 | 9,498,489 | 820 | 7,489,215 |
Cash at bank | 16,837,865 | 20,887,116 | 79,696 | 170,729 |
Gross exposure | 44,405,821 | 50,931,848 | 42,828,798 | 49,175,348 |
Credit loss allowances | (3,057,251) | (4,063,934) | (15,443,485) | (15,443,485) |
Net exposure | 41,348,570 | 46,867,914 | 27,385,313 | 33,731,863 |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Impairment loss on: | ||||
- Trade receivables and contract assets | (2,251,230) | (2,501,712) | - | - |
- Loan receivables from subsidiaries | - | - | (15,443,485) | (15,443,485) |
- Cash at bank | (806,021) | (1,562,222) | - | - |
(3,057,251) | (4,063,934) | (15,443,485) | (15,443,485) |
The Group | ||
2023 | 2022 | |
€ | € | |
Net remeasurement of loss allowance | (422,722) | 895,713 |
Reversal of/(impairment) loss on cash at bank | 681,162 | (1,482,420) |
Amounts written off | 504,054 | 123,615 |
762,494 | (463,092) |
The Group | ||
2023 | 2022 | |
€ | € | |
Balance at 1 January | 2,501,712 | 3,521,040 |
Net remeasurement of loss allowance | 422,722 | (1,014,390) |
Amounts written off | (504,054) | (123,615) |
Effect of movement in foreign exchange rate | (169,150) | 118,677 |
Balance at 31 December | 2,251,230 | 2,501,712 |
The Group | ||
2023 | 2022 | |
€ | € | |
Gross carrying amount | ||
Domestic | 681,247 | 595,274 |
Eurozone countries | 3,892,704 | 8,294,489 |
Libya | 2,892,835 | 1,673,843 |
Middle East | 10,532,490 | 6,208,358 |
Angola | 2,243,543 | 1,484,022 |
Mozambique | 89,098 | 483,025 |
Uganda | 1,165,745 | 735,475 |
Morocco | 1,504,842 | - |
Other regions | 168,391 | 633,059 |
23,170,895 | 20,107,545 |
The Group | ||
2023 | 2022 | |
€ | € | |
Not-credit impaired | ||
External credit ratings at least Baa3 from Moody’s or BBB- from Standard & Poor’s | 6,132,680 | 12,296,594 |
Other customers: | ||
- Four or more years’ trading history with the Group | 6,876,694 | 3,357,385 |
- Less than four years’ trading history with the Group | 7,413,260 | 2,029,448 |
- Higher risk | 275,085 | 273,953 |
Credit impaired | ||
- Past due > 90 days | 1,997,982 | 1,674,971 |
- Fully impaired | 475,194 | 475,194 |
Total gross carrying amount | 23,170,895 | 20,107,545 |
Credit loss allowances | (2,251,230) | (2,501,712) |
Carrying amount | 20,919,665 | 17,605,833 |
The Group | |||||
31 December 2023 | Current | More than 30 days past due | More than 60 days past due | More than 120 days past due | Total |
Expected loss rate | 2.75% | 7.76% | 20.31% | 58.21% | |
€ | € | € | € | € | |
Gross carrying amount – trade receivables | 10,088,339 | 6,747,865 | 955,032 | 1,997,982 | 19,789,218 |
Gross carrying amount – contract assets | 3,381,677 | - | - | - | 3,381,677 |
Loss allowance | 370,425 | 523,634 | 193,967 | 1,163,204 | 2,251,230 |
The Group | ||||
31 December 2022 | Weighted-averageloss rate | Gross carrying amount | Impairment loss allowance | Credit-impaired |
Ageing | € | € | ||
Current (not past due) and <30 days past due | 6.77% | 5,234,200 | 353,372 | No |
Past due 31 to 60 days | 41.49% | 263,178 | 109,203 | No |
Past due 61 to 90 days | 61.69% | 123,324 | 76,077 | No |
Past due > 90 days | 86.57% | 1,706,423 | 1,477,190 | Yes |
7,327,125 | 2,015,842 | |||
Rating | ||||
Externally rated | ||||
A | 0.00% | 633,647 | - | No |
BBB | 0.01% | 11,404,108 | 727 | No |
BB | 0.05% | 223,919 | 105 | No |
B | 0.24% | 32,028 | 76 | No |
Fully impaired | 99.64% | 486,718 | 484,962 | Yes |
12,780,420 | 485,870 | |||
20,107,545 | 2,501,712 |
The Group | ||||
Gross carrying amount | Loss allowance | Gross carrying amount | Loss allowance | |
2023 | 2023 | 2022 | 2022 | |
Rating | € | € | € | € |
Externally rated | ||||
A+ | 6,119,823 | - | - | - |
A | 29,242 | - | 430,649 | - |
A- | 965,758 | - | 4,208,310 | - |
AA | 16,175 | - | - | - |
AA- | - | - | 22,573 | - |
BBB | - | - | 832 | - |
BBB- | 2,934,222 | (79,802) | 11,339,589 | (1,482,420) |
BB+ | 135,288 | - | 1,011,312 | - |
BB | 1,787 | - | 674,811 | - |
BB- | 6,354,548 | (726,219) | 720,503 | - |
B+ | 86,551 | - | 45,606 | - |
B | - | - | 2,430,528 | (79,802) |
B- | 194,471 | - | 2,403 | - |
Total | 16,837,865 | (806,021) | 20,887,116 | (1,562,222) |
The Group | Carrying amount | Contractual cash flows | Less than 1 year | 1 – 2 years | 2 – 5 years | 5 – 10 years | More than 10 years |
€ | € | € | € | € | € | € | |
31 December 2023 | |||||||
Financial liabilities | |||||||
Secured notes | 12,663,017 | (16,900,000) | (650,000) | (650,000) | (1,950,000) | (13,650,000) | - |
Unsecured notes | 30,042,090 | (33,920,990) | (1,458,791) | (1,463,573) | (30,998,626) | - | - |
Secured bank loans | 6,246,940 | (7,223,930) | (1,690,899) | (1,529,201) | (2,048,112) | (1,955,718) | - |
Bank overdraft | 2,396,811 | (2,396,811) | (2,396,811) | - | - | - | - |
Lease liabilities | 19,442,664 | (36,387,906) | (3,877,684) | (3,781,053) | (7,948,863) | (2,986,080) | (17,794,226) |
Trade and other payables | 10,867,022 | (10,867,022) | (10,867,022) | - | - | - | - |
81,658,544 | (107,696,659) | (20,941,207) | (7,423,827) | (42,945,601) | (18,591,798) | (17,794,226) |
The Group | Carrying amount | Contractual cash flows | Less than 1 year | 1 – 2 years | 2 – 5 years | 5 – 10 years | More than 10 years |
€ | € | € | € | € | € | € | |
31 December 2022 | |||||||
Financial liabilities | |||||||
Secured notes | 20,351,551 | (25,318,408) | (8,418,408) | (650,000) | (1,950,000) | (14,300,000) | - |
Unsecured notes | 30,000,992 | (35,747,819) | (1,487,810) | (1,478,064) | (32,781,945) | - | - |
Secured bank loans | 7,444,043 | (8,855,414) | (1,672,792) | (1,573,264) | (3,244,676) | (2,364,682) | - |
Bank overdraft | 792,534 | (792,534) | (792,534) | - | - | - | - |
Lease liabilities | 14,307,945 | (31,912,307) | (2,654,557) | (2,200,274) | (4,867,370) | (3,453,851) | (18,736,255) |
Trade and other payables | 12,304,336 | (12,304,336) | (12,304,336) | - | - | - | - |
85,201,401 | (114,930,818) | (27,330,437) | (5,901,602) | (42,843,991) | (20,118,533) | (18,736,255) |
Functional Currency | EUR | AED | OMR | USD | UGX | MZN | |
31 December 2023 | USD | USD | USD | EGP | EUR | USD | USD |
€ | € | € | € | € | € | € | |
Trade receivables | 1,681,597 | 1,986,018 | 4,575,795 | 1,905,251 | 1,971,710 | 1,308,358 | - |
Trade payables | (345,973) | - | - | - | (3,445) | (44,599) | (242,954) |
Unsecured notes | (8,427,945) | - | - | - | - | - | - |
Available funds in foreign currency | 613,392 | 5,525,931 | 469,678 | 217,172 | 1,699,294 | 33,228 | - |
Net statement of financial position exposure - Assets/(Liabilities) | (6,478,929) | 7,511,949 | 5,045,473 | 2,122,423 | 3,667,559 | 1,296,987 | (242,954) |
Functional Currency | EUR | AED | OMR | USD | UGX | MZN | |
31 December 2022 | USD | USD | USD | EGP | EUR | USD | USD |
€ | € | € | € | € | € | € | |
Trade receivables | 16,134 | 1,578,125 | 2,329,127 | 558,921 | 1,815,716 | 756,371 | - |
Trade payables | (9,684) | - | - | (399,812) | (682) | - | (251,730) |
Unsecured notes | (8,470,679) | - | - | - | - | - | - |
Available funds in foreign currency | 19,738 | 3,963,676 | 540,569 | 1,973,021 | 1,673,747 | 28,618 | 5,836 |
Net statement of financial position exposure - Assets/(Liabilities) | (8,444,491) | 5,541,801 | 2,869,696 | 2,132,130 | 3,488,782 | 784,989 | (245,894) |
31 December 2023 | 31 December 2022 | |
Denominated in USD | € | € |
Assets | ||
Loan receivable from a subsidiary | 8,230,594 | 8,562,087 |
Available funds in foreign currency | 12,442 | 145,347 |
Liabilities | ||
Unsecured notes | (8,424,212) | (8,710,348) |
Net statement of financial position exposure -(liabilities)/assets | (181,176) | (2,914) |
Average rate | Reporting datespot rate | |||
2023 | 2022 | 2023 | 2022 | |
USD | 1.0816 | 1.0540 | 1.1051 | 1.0667 |
GBP | 0.8699 | 0.8528 | 0.8668 | 0.8695 |
OMR | 0.4160 | 0.40576 | 0.4249 | 0.4100 |
AED | 3.9722 | 3.89611 | 4.0585 | 3.9165 |
EGP | 33.736 | 26.749 | 34.1016 | 26.5144 |
MZN | 69.2292 | 67.6104 | 70.4470 | 68.2393 |
AUD | 1.62866 | 1.5168 | 1.61941 | 1.57105 |
ZAR | 19.9567 | 17.2094 | 20.2209 | 18.0955 |
MUR | 48.8124 | 46.6287 | 48.6466 | 46.4378 |
UGX | 4032.6135 | 3887.020 | 4179.6809 | 3958.569 |
AOK | 668.458 | 457.254 | 915.894 | 545.914 |
The Group | ||
Net investment in foreign operation | 2023 | 2022 |
Carrying amount (non-current borrowings) | € 8,260,472 | € 8,470,679 |
USD carrying amount | $9,128,671 | $9,034,639 |
Hedge ratio | 1:1 | 1:1 |
Change in carrying amount of USD denominated bond as a resort of foreign currency movements since 1 January, recognised in OCI | € (305,269) | € 496,651 |
Change in value of hedged item used to the extent of the debt principal to determine hedge effectiveness | € 305,269 | € (496,651) |
Weighted average hedged rate for the year | USD 1.08: EUR 1 | USD 1.05: EUR 1 |
Carrying amount | ||||
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Variable-rate instruments | ||||
Financial assets: | ||||
-Cash at bank | 16,293,444 | 19,454,683 | 79,696 | 170,729 |
Financial liabilities: | ||||
-Bank loans | (6,246,940) | (7,444,043) | - | - |
-Loan from subsidiary | - | - | (3,285,000) | (3,521,250) |
-Bank overdraft | (2,396,811) | (792,534) | - | - |
Net exposure to cash flows interest rate risk | 7,649,693 | 11,218,106 | (3,205,304) | (3,350,521) |
Carrying amount | ||||
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Fixed-rate instruments | ||||
Financial assets: | ||||
-Investment in debt instruments at FVTPL | 1,504,302 | 438,698 | - | - |
-Loans receivable from subsidiaries | - | - | 23,810,165 | 26,031,786 |
Financial liabilities: | ||||
-Bank loan | - | (80,273) | - | - |
-Secured notes | (12,663,017) | (20,351,551) | (12,663,017) | (20,366,794) |
-Unsecured notes | (30,042,090) | (30,000,992) | (30,705,943) | (30,952,055) |
(41,200,805) | (49,994,118) | (19,558,795) | (25,287,063) |
The Group | The Company | |||
2023 | 2022 | 2023 | 2022 | |
€ | € | € | € | |
Bank loans | 6,246,940 | 7,444,043 | - | - |
Secured notes | 12,663,017 | 20,351,551 | 12,663,017 | 20,366,794 |
Unsecured notes | 30,042,090 | 30,000,992 | 30,705,943 | 30,952,055 |
Lease liabilities | 19,442,664 | 14,307,945 | - | - |
Loan from subsidiary | - | - | 3,285,000 | 3,521,250 |
Less:Cash and cash equivalents (Note 23) | (13,896,633) | (18,662,149) | (79,696) | (170,729) |
Net debt | 54,498,078 | 53,442,382 | 46,574,264 | 54,669,370 |
Total equity | 58,050,741 | 60,356,503 | 20,716,635 | 21,311,154 |
Total capital | 112,548,819 | 113,798,885 | 67,290,899 | 75,980,524 |
Net debt ratio | 48% | 47% | 69% | 72% |
Property | ||
2023 | 2022 | |
€ | € | |
Balance at 1 January | 48,506,978 | 50,014,250 |
Additions | 8,215,130 | 2,380,624 |
Depreciation | (3,984,754) | (3,653,060) |
Modifications | (206,019) | (605,158) |
Effect of movement in exchange rates | (182,170) | 370,322 |
Balance at 31 December | 52,349,165 | 48,506,978 |
2023 | 2022 | |
€ | € | |
Maturity analysis - contractual undiscounted cash flows | ||
Less than one year | (3,877,684) | (2,654,557) |
One to five years | (11,729,916) | (7,067,644) |
Five years to ten years | (2,986,080) | (3,453,851) |
More than ten years | (17,794,226) | (18,736,255) |
Total undiscounted lease liabilities at 31 December | (36,387,906) | (31,912,307) |
Current | 3,000,597 | 1,876,675 |
Non-current | 16,442,067 | 12,431,270 |
Lease liabilities included in the statement of financial position at 31 December | 19,442,664 | 14,307,945 |
2023 | 2022 | |
€ | € | |
Balance at 1 January | 14,307,945 | 14,441,790 |
Modifications | (206,019) | (463,370) |
New leases | 8,215,130 | 2,256,735 |
Payments during the year | (3,772,421) | (3,289,594) |
Interest charges during the year | 1,098,149 | 964,943 |
Effect of movement in exchange rates | (200,120) | 397,441 |
Balance at 31 December | 19,442,664 | 14,307,945 |
2023 | 2022 | |
€ | € | |
Total cash outflow for leases | 3,772,421 | 3,720,045 |
Independent auditor’s report
To the Shareholders of MedservRegis p.l.c.
Report on the audit of the financial statements
Our opinion
In our opinion:
● The Group financial statements and the Parent Company financial statements (the “financial statements”) of MedservRegis p.l.c. give a true and fair view of the Group and the Parent Company’s financial position 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 EU; and
● The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
MedservRegis p.l.c.’s financial statements comprise:
● the Consolidated and Parent Company statements of financial position as at 31 December 2023;
● the Consolidated and Parent Company statements of profit or loss and other comprehensive income for the year then ended;
● the Consolidated and Parent Company statements of changes in equity for the year then ended;
● the Consolidated and Parent Company statements of cash flows for the year then ended; and
● the notes to the financial statements, comprising material accounting policy information and other explanatory information.
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for 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 Codes.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 January 2023 to 31 December 2023, are disclosed in note 10 to the financial statements.
Our audit approach
|
● Overall group materiality: €739,000, which represents 1% of revenue |
● We conducted a full scope audit of the significant components and performed specified audit procedures on certain account balances in other components. ● The group engagement team performed oversight procedures on the work of component teams for all significant locations. |
|
● Impairment assessment of goodwill, intangible assets, right-of-use assets and property, plant and equipment at Group level ● Recoverability of deferred tax assets at Group level ● Impairment assessments of investments in subsidiaries and loans receivable from subsidiaries at Company level |
As part of designing our audit, we
determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In
particular, we considered where the directors made subjective
judgements; for example, in respect of significant accounting
estimates that involved making assumptions and considering future
events that are inherently uncertain. As in all of our audits, we
also addressed the risk of management override of internal
controls, including among other matters consideration of whether
there was evidence of bias that represented a risk of material
misstatement due to fraud.
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Overall group materiality |
€739,000 |
How we determined it |
1% of revenue |
Rationale for the materiality benchmark applied |
We chose revenue as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured by users, and is a generally accepted benchmark. We chose 1% which is within the range of quantitative materiality thresholds that we consider acceptable. |
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €73,900 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter |
How our audit addressed the Key audit matter |
Impairment assessment of goodwill, intangible assets, right-of-use assets and property, plant and equipment at Group level
The Group’s assets include goodwill and intangible assets amounting to €15,547,484 right-of-use assets amounting to €52,349,165 and property, plant and equipment amounting to €30,754,668 relating to businesses operating in the Oil Country Tubular Goods (“OCTG”) segment (collectively referred to as “METS sub-group”) and businesses operating in Integrated Logistics Support Services (“ILSS segment”) (Notes 14, 15 and 32).
Each of those businesses is considered by the Group to be a separate cash generating unit (“CGU” or “CGUs”). Goodwill arising from the reverse acquisition of the Medserv group of companies has been allocated to a collection of CGUs (i) the OCTG segment as a whole (“OCTG CGU”) and (ii) ILSS segment as a whole (“ILSS CGU”).
At each reporting date, the Group is required to determine whether there are any indications of impairment in relation to goodwill, intangible assets, right-of-use assets and property, plant and equipment. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. If such indicators exist (at the asset or separate CGU level), the Group is required to estimate the recoverable amount of that asset or that CGU of which the asset forms part. The OCTG CGU and ILSS CGU, to which the goodwill relates to, are separately tested for impairment annually.
The key risk factors identified by the Group for the businesses to which the separate CGUs, OCTG CGU and ILSS CGU relate are: (i) the global, country and macroeconomic risks; (ii)customer concentration risk and (iii)Market volatility in oil and gas prices driven by the related demand and their impact on the customers business activity in the context of geopolitical tensions and trends in the energy generation markets.
The recoverable amount for each asset (tested individually) and each separate CGU, the OCTG CGU and ILSS CGU was estimated using either the Fair Value Less Costs of Disposal (‘FVLCD’) or Value in Use (‘VIU’) as per the applicable financial reporting framework. The key inputs, specific to the Group, comprise future cash flows, growth rates and discount rates for VIU assessments and market prices and rates for comparable assets under the FVLCD assessments. The client has developed models which estimate the recoverable amount for each asset factoring the above inputs as applicable to the respective method which are approved by the board of directors. The resulting fair values are also challenged and approved by the Board before being reflected in the Group consolidated financial statements. The valuation models and related inputs are complex, unobservable and subject to inherent estimation uncertainty and therefore, require significant judgement. Hence, we have identified this area as a key audit matter.
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We involved our valuation experts, as appropriate, in performing our procedures. As part of those procedures, for each individual asset, separate CGUs, the OCTG CGU and the ILSS CGU identified in this key audit matter:
- we compared the Group’s 2023 budgets with the actual performance of each relevant business unit for the reporting period and made enquiries as to the reasons for any significant variations identified and assessed the reasonableness of the explanations provided, by corroborating these against supporting documentation and our knowledge of the Group; - we assessed the impact of the underlying business risk factors and the assumptions applied in the value-in-use analysis, at reporting date, including projected revenue growth and EBITDA margins with reference to our understanding of the Group, historical trends, available industry information, available market data and relevant documentation on contracted and current business pipeline; - we assessed whether the discount rates applied in the discounted cash flow forecasts under the VIU model were within an appropriate range by reference to comparable market data; - through sensitivity analysis, we assessed the impact on the impairment assessment of reasonable possible changes in the key assumptions in the value-in-use analysis including discount rate, annual revenue growth rate and EBITDA margins used for estimating the recoverable amount; - we sourced independent market values and rates for comparable assets in the respective markets and compared them to the client’s assessed values which in many instances were based on third party valuations; - we tested the key assumptions applied in the valuation of the right-of-use asset, including selling price per square meter (by independently sourcing property listings in the respective locations), areas, capitalization rate, inflation rate, discount rate, number of years and leasehold factor; - through sensitivity analysis, we assessed the impact on the value to reasonable possible changes in the key assumptions in the valuation, including selling rates per square meter, leasehold factor and discount rates used for estimating the recoverable amount of the right-of-use asset; - we tested the mathematical accuracy of the valuation models prepared by management to assess the recoverable amount of goodwill, intangible assets, right-of-use assets and property, plant and equipment, and; - we evaluated the adequacy of disclosures made in Notes 3, 4.5, 4.6, 4.7, 14, 15 and 32 to the financial statements, including those regarding the key assumptions.
Based on the work performed, we found the value of goodwill, intangible assets, right-of-use assets and property, plant and equipment, as well as the related disclosures required by IAS 36 and IFRS 16, to be consistent with the explanations and evidence obtained.
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Recoverability of deferred tax assets at Group level
At 31 December 2023, one of the Group’s subsidiaries, Medserv Operations Limited, has deferred tax assets recognized on unutilized investment tax credits amounting to €9,251,167 (Note 16).
In accordance with the applicable financial reporting framework, deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available, against which these tax benefits can be utilised. The recognition of deferred tax assets, therefore, requires significant judgement in estimating future taxable profits based on profit forecasts drawn up by management at the reporting date.
The amount of deferred tax assets recognised in the financial statements are expected to be recovered within the foreseeable future.
Such estimation uncertainty might lead to material differences between the projected period for utilization of tax credits compared with actual timing of utilization and hence we have selected this area as a key audit matter. |
As part of our audit procedures:
- we compared the budget prepared for 2023 with the actual performance for the reporting period for Medserv Operations Limited and enquired about any significant variations identified. We assessed and verified the reasonableness of the explanations provided, by corroborating these against supporting documentation and our knowledge of Medserv Operations Limited; - we reviewed the profitability projections prepared by management and evaluated the assumptions adopted in the preparation of taxable profit forecasts at the reporting date with reference to our understanding of Medserv Operations Limited’s business, historical trends, available industry information and available market data and relevant documentation on its contracted and current business pipeline; - we recomputed the utilisation of tax credits in line with the taxable profit projections and assessed whether these tax credits are expected to be utilised within a reasonable timeframe and; - we evaluated the adequacy of disclosures made in Notes 3, 4.15 and 16 to the financial statements, including those regarding the key assumptions.
Based on the work performed, we found the value of deferred tax assets, as well as the related disclosures to be consistent with the explanations and evidence obtained.
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Impairment assessments of investments in subsidiaries and loans receivable from subsidiaries at parent company level
The Company’s assets include, amongst others, investments in subsidiaries and loans receivable from subsidiaries amounting to €47,622,803 and €23,810,165 (Notes 19 and 20).
Each subsidiary comprises a separate cash generating unit. At each reporting date, the Company is required to determine whether there is any indication of impairment on the investments in subsidiaries. If such indicators exist (at separate CGU level), the Company is required to estimate the recoverable amount of that CGU.
The key risk factors identified by the Company for the businesses to which the separate CGUs relate are: (i) the global, country and macroeconomic risks; (ii) customer concentration risk; and (iii) market volatility in oil and gas prices driven by the related demand and their impact on the customers business activity in the context of geopolitical tensions and trends in the energy generation markets.
For loans receivable from the subsidiaries which are in default, the Company assesses whether those receivables are credit impaired. Any credit losses are measured at the present value of all cash shortfalls. In estimating any shortfalls, the Company applied the same projections used for the value-in-use analysis prepared in estimating the recoverable amount of investments in these subsidiaries. The recoverability of those receivables is supported by the same projections, and subject to the same risk factors and key assumptions as those underlying the calculation of the recoverable amount of the related investments.
In estimating the recoverable amount, as per the applicable financial reporting framework, the directors prepare a value-in-use analysis for each separate CGU. The key inputs, specific to the Company, comprise future cash flows, growth rates and discount rates. Those inputs are subject to inherent estimation uncertainty and therefore, significant judgement. Hence, we have identified this area as a key audit matter. |
We involved our valuation experts, as appropriate, in performing our procedures in relation to the ‘investment in subsidiaries’. As part of those procedures, for each separate CGU:
- we compared the Group’s 2023 budgets with the actual performance of each relevant business unit for the reporting period and made enquiries as to the reasons for any significant variations identified and assessed the reasonableness of the explanations provided, by corroborating these against supporting documentation and our knowledge of the Group; - we assessed the impact of the underlying business risk factors and the assumptions applied in the value-in-use analysis, at reporting date, including projected revenue growth and EBITDA margins with reference to our understanding of the Group, historical trends, available industry information, available market data and relevant documentation on contracted and current business pipeline; - we assessed whether the discount rates applied in the discounted cash flow forecasts under the VIU model were within an appropriate range by reference to comparable market data; - through sensitivity analysis, we assessed the impact on the impairment assessment of reasonable possible changes in the key assumptions in the value-in-use analysis including discount rate, annual revenue growth rate and EBITDA margins used for estimating the recoverable amount, and; - we tested the mathematical accuracy of the valuation models prepared by management to assess the recoverable amount of the investment in subsidiaries. - Our procedures, noted above in relation to the 'investment in subsidiaries’ were also used to evaluate the Company’s assessment of the expected credit loss of the past due loans receivable from subsidiaries. - We evaluated the adequacy of disclosures made in Notes 3, 4.1, 4.3, 19 and 20 to the financial statements, including those regarding the key assumptions. Based on the work performed, we found the value of investments in subsidiaries and loans receivable from subsidiaries, as well as the related disclosures to be consistent with the explanations and evidence obtained.
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How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group includes a number of subsidiaries, mainly operating in Malta, Cyprus, Egypt, Oman, Iraq, Uganda, Mozambique and Mauritius. It also holds a number of investments in associates. The financial statements are a consolidation of all of these components.
We therefore assessed what audit work was necessary in each of these components, based on their financial significance to the financial statements and our assessment of risk and Group materiality. At the component level, we performed full scope audits in order to achieve the desired level of audit evidence on all the significant components and performed specified audit procedures on certain account balances in other components.
In establishing the overall audit approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group engagement team, or by component auditors. For the work performed by component auditors operating under our instructions, we determined the level of involvement we needed to have in the audit work at those locations to be satisfied that sufficient audit evidence had been obtained for the purposes of our opinion. We kept in regular communication with audit teams throughout the year with phone calls, discussions and written instructions and review of working papers where appropriate.
We ensured that our involvement in the work of our component auditors, together with the additional procedures performed at the Group level, were sufficient to allow us to conclude on our opinion on the Group financial statements as a whole. In addition, site visits in Mozambique and UAE were carried out during the year.
The Group audit team performed all of this work by applying the overall Group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.
Other information
The directors are responsible for the other information. The other information comprises all of the information in the Annual Financial 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 and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing 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.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
●
Conclude on the appropriateness of the
directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or the Parent
Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group or
the Parent Company to cease to continue as a going
concern.
● Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
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 benefits of such communication.
Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual Financial Report of MedservRegis p.l.c. for the year ended 31 December 2023, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the 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:
● Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.
● Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
● Examining the information in the Annual Financial Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2023 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Other reporting requirements
The Annual Report 2023 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
Area of the Annual Report 2023 and the related Directors’ responsibilities |
Our responsibilities |
Our reporting |
Directors’ report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. |
We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.
In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements.
With respect to the information required by paragraphs 8 and 11 of the Sixth Schedule to the Act, our responsibility is limited to ensuring that such information has been provided. |
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 Maltese Companies Act (Cap. 386).
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
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Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. |
We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.
We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures |
In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
Remuneration Statement and Report The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. |
We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included. |
In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority. |
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Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: ● adequate accounting records have not been kept, or 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 which, to the best of our knowledge and belief, we require for our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. |
We have nothing to report to you in respect of these responsibilities. |
Other matter – use of this report
Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
Appointment
We were first appointed as auditors of the Company on 29 July 2022. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of two years.
Stephen Mamo
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi
Malta
26 April 2024