xbrli:sharesiso4217:EURxbrli:pureiso4217:EURxbrli:shares4851009X887E3QPTGP812024-12-314851009X887E3QPTGP812023-12-314851009X887E3QPTGP812024-01-012024-12-314851009X887E3QPTGP812023-01-012023-12-314851009X887E3QPTGP812022-12-31ifrs-full:IssuedCapitalMember4851009X887E3QPTGP812022-12-31ifrs-full:MergerReserveMember4851009X887E3QPTGP812022-12-31ifrs-full:RevaluationSurplusMember4851009X887E3QPTGP812022-12-31ifrs-full:RetainedEarningsMember4851009X887E3QPTGP812022-12-31ifrs-full:AdditionalPaidinCapitalMember4851009X887E3QPTGP812022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember4851009X887E3QPTGP812022-12-31ifrs-full:NoncontrollingInterestsMember4851009X887E3QPTGP812022-12-314851009X887E3QPTGP812023-01-012023-12-31ifrs-full:IssuedCapitalMember4851009X887E3QPTGP812023-01-012023-12-31ifrs-full:MergerReserveMember4851009X887E3QPTGP812023-01-012023-12-31ifrs-full:RevaluationSurplusMember4851009X887E3QPTGP812023-01-012023-12-31ifrs-full:RetainedEarningsMember4851009X887E3QPTGP812023-01-012023-12-31ifrs-full:AdditionalPaidinCapitalMember4851009X887E3QPTGP812023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember4851009X887E3QPTGP812023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember4851009X887E3QPTGP812023-12-31ifrs-full:IssuedCapitalMember4851009X887E3QPTGP812023-12-31ifrs-full:MergerReserveMember4851009X887E3QPTGP812023-12-31ifrs-full:RevaluationSurplusMember4851009X887E3QPTGP812023-12-31ifrs-full:RetainedEarningsMember4851009X887E3QPTGP812023-12-31ifrs-full:AdditionalPaidinCapitalMember4851009X887E3QPTGP812023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember4851009X887E3QPTGP812023-12-31ifrs-full:NoncontrollingInterestsMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:IssuedCapitalMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:MergerReserveMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:RevaluationSurplusMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:RetainedEarningsMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:AdditionalPaidinCapitalMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember4851009X887E3QPTGP812024-01-012024-12-31ifrs-full:NoncontrollingInterestsMember4851009X887E3QPTGP812024-12-31ifrs-full:IssuedCapitalMember4851009X887E3QPTGP812024-12-31ifrs-full:MergerReserveMember4851009X887E3QPTGP812024-12-31ifrs-full:RevaluationSurplusMember4851009X887E3QPTGP812024-12-31ifrs-full:RetainedEarningsMember4851009X887E3QPTGP812024-12-31ifrs-full:AdditionalPaidinCapitalMember4851009X887E3QPTGP812024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember4851009X887E3QPTGP812024-12-31ifrs-full:NoncontrollingInterestsMember

 

 

 

 

 

 

PLAN GROUP P.L.C.

Annual Report and Consolidated Financial Statements

 

31 December 2024

 

 

Contents

 

 

Directors’ Report

 

 

Corporate Governance – Statement of Compliance

 

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income

 

 

Consolidated Statement of Financial Position

 

 

Consolidated Statement of Changes in Equity

 

 

Consolidated Statement of Cash Flows

 

 

Notes to the Consolidated Financial Statements

 

 

Independent Auditor’s Report

 

 

 

 

 

The users of this financial report are reminded that the official statutory Annual Financial Report 2024, authorised for issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is published on www.plangroup.com.mt . A copy of the Independent auditor’s report issued on the official statutory Annual Financial Report 2024, is included within this printed document and comprises the auditor’s report in 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. In case of any conflicts and differences, the ESEF report prevails.

 

 

 

 

Directors’ Report

 

The directors present their annual report and the audited parent company financial statements together with the group’s consolidated financial statements (the “financial statements”) of PLAN Group p.l.c. for the period ended 31st December 2024.

 

Principal Activities

 

The principal activity of PLAN Group p.l.c. is to hold investments in subsidiary companies and to raise financial resources from the capital markets to finance its investments and the property development projects of its subsidiaries. The principal activities of the Group are to acquire, develop and operate Care Homes for the Elderly as well as to acquire, develop and dispose of immovable property and to construct, develop and enter into arrangements with contractors and other service providers in connection with its properties.  The directors do not envisage any changes to the company’s and group’s principal activities in the foreseeable future.

 

Review of business

 

Property Development

 

Works on the various developments progressed well and within the scheduled time frames.  The Group continued to sign new preliminary agreements at a steady pace whilst a promising number of contracts from its various projects were signed during the financial year under review.

 

The Oaks

 

The Oaks development in Mosta was fully complete in 2021. By the end of the year, all garages and residential units have been sold (contracted). 

 

Oak Ridge

 

Oak Ridge development in Iklin consists of 14 units. The project was fully complete in 2021. As at 31 December 2024, all units and garages have been contracted. 

 

Breezy Village

 

Breezy Village development in Mellieha consists of 5 residential units.  As at 31 December 2024, all residential units have been contracted.  The last two remaining parking spaces were subject to a Preliminary Agreement.

 

Hazelmoor      

 

Hazelmoor development consists of 28 residential units.  By the end of 2024 demolition was 100% complete.  Construction works were completed by end of March 2025, while finishing works should be completed in Q3 2025.

 

At the end of year, out of 28 residential units, 11 units were subject to a promise of sale agreement.

 

Elmswater     

 

Elmswater consists of 16 residential units. Both excavation and construction works were completed by end of year 2024. Finishing works were completed by end March 2025.

 

As at 31 December 2024 out of 16 units, 13 units were subject to a promise of sale agreement.

 

Qajjenza Project

 

During the month of December 2023, the group through one of its subsidiaries acquired land in Qajjenza, Birzebbugia. A planning control application was immediately submitted with the Planning Authority and was approved on 4 th February 2025.  The company has now submitted a full development application and it is envisaged that works should commence towards the end of 2025.

 

MRose Grove

 

In February 2024 the group entered into a promise of sale agreement for a property located in Msida and soon after an application with the Planning Authority was submitted. The project will consist of 12 residential units and one commercial unit. As at year end site clearance and excavation were complete.  Construction works commenced in March 2025.

 

Elderly Care Homes

 

The group, through its subsidiaries  provide long- term care, post operative rehab and respite services as well as dementia services since 2019 and currently owns and operates two care homes. The group is therefore subject to general risks inherent in the provision of accommodation and care for the elderly persons including, but not limited to, changes int the policies, laws and regulations regulating the sector, staffing challenges to source out the right mix of nurses and healthcare workers and the risk of changes in government policy which will effect the demand for the provision of private elderly care facilities .   

 

Golden Care

 

Golden Care is an elderly care home situated in Naxxar, limits of Gharghur. As at year end, the home consisted of 241 beds, spread over 3 storeys as during 2024 internal alterations were done to add 6 extra beds. The first residents were welcomed in 2019 and its average occupancy during 2024 reached 97%.

 

Porziuncola by Golden Care

 

Porziuncola by Golden Care is an elderly care home situated in Bahar ic-Caghaq, limits of Naxxar. The home is spread over 6 storeys and caters for 400 beds. Porziuncola is 100% complete and welcomed its first residents in November 2023 and its average occupancy as at the end of 2024 was of 91%.  

 

Bond in issue

 

By virtue of the Prospectus dated 8 November 2023, PLAN Group plc issued Eur12,000,000, 5.75% secured bond maturing in 2028.

 

Principal risks and uncertainties

 

The company is exposed to risks inherent to its operation and can be summaries as follows:

 

Strategy risk

 

Risk management falls under the responsibility of the board of directors. The board is continuously analysing its risks management strategy to ensure that risks is adequately identified and managed. The audit committee regularly reviews the risk profile adopted by the board of directors.

 

Operational risks

 

The company’s revenue is mainly derived from interest charged and service fees charged to related parties and hence the company is heavily dependent on the performance of the Plan Group. The management regularly reviews the financial performance of the Plan Group of companies to ensure that there is sufficient liquidity to sustain its operations.

 

Legislative risks

 

The company is governed by a number of laws and regulations. Failure to comply could have financial and reputational implications and could materially affect the company’s ability to operate. The company has embedded operating policies and procedures to ensure compliance with existing legislation.

 

Financial risk management and exposures

 

Note 27 to the financial statements provides a detailed analysis of the financial risk to which the group and company are exposed.

 

Diversity and inclusion

 

We aim to promote and embed diversity and inclusion into our culture, values and everything we do both within Plan Group as well as in the environment in which we operate.

 

Health and safety

 

The maintenance of a safe place of work and business for our employees, customers and visitors is a key responsibility for all managers and members of staff. Plan Group is committed to proactively manage health and safety risk through the identification, assessment and mitigation of hazards that may otherwise result in injury, fire events and operational failure.

 

The directors remain committed to maintaining the group’s preparedness for emerging and foreseeable risks in ensuring health and safety compliance.

 

Employees

 

We are committed to an inclusive culture where our people can be confident that their views matter, their workplace is an environment free from bias, discrimination and harassment, and where they can see that advancement is based on merit.

 

People are at the core of our business. The focus of our people is to ensure we have a workforce that is highly skilled in ensuring that the quality that Plan Group is renowned for always remains at its highest levels and that it translates into successful outcomes for our customers and our business. Our aim is to build a strong employee value proposition that attracts the best talent with a diverse background which in turn enriches our business culture.   

 

Results and dividends

 

The directors do not recommend the payment of a dividend. Retained earnings carried forward by the Group amounted to €8,444,926 (2023 €3,463,007), while by the Company amounted to €8,163,535 (2023 €3,265,454).

 

Directors

 

The directors of the Group who held office during the year ended 31 December 2024 and as at the date of this report are:

 

Paul Attard (Executive Director and Company Secretary)

Edward Grech (Non-Executive Director)

Alfred Attard (Non-Executive Director)

William Wait (Non-Executive Director)

 

The Company’s Articles of Association do not require any directors to retire.

 

In accordance with the Group’s Articles of Association, the present directors shall remain in office.

 

Company Secretary

 

The Company's Secretary is Mr Paul Attard.

 

Statement of Directors’ responsibilities

 

The directors are required by the Companies Act (Chap. 386) to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of affairs of the company at the end of each financial year and of the profit or loss of the company for the year then ended. In preparing the financial statements, the directors should:

 

Ensure that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the European Union;

 

adopt the going concern basis unless it is inappropriate to presume that the company will continue in business;

 

value separately the components of asset and liability items;

 

select suitable accounting policies and apply them consistently;

 

make judgements and estimates that are reasonable and prudent;

 

account for income and charges relating to the accounting period on the accruals basis;

 

report comparative figures corresponding to those of the preceding accounting period.

 

The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the company and which enable the directors to ensure that the financial statements comply with the Companies Act (Chap. 386). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The financial statements of Plan Group p.l.c. for the year ended 31 December 2024 are included in the Annual Report and Consolidated Financial Statements 2024, which is published in hard-copy printed form and made available on the group’s website. The directors of the entities constituting the Plan group are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of, the website. Access to information published on the group’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

 

The Directors confirm that, to the best of their knowledge:

 

-

the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union on the basis explained in note 1(a) to the financial statements; and

 

-

the Annual Financial Report includes a fair review of the development of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company face.

 

 

Other matters – Information Pursuant to Capital Market Rules

 

Going Concern statement pursuant to Capital Market Rule 5.62

 

Based on the outcome of cash flow projections which factor for possible strain on the care homes for the elderly sector and on the property market resulting from inflationary pressures resulting from conflicts in East Europe and the Middle East , the Directors consider the going concern assumption in the preparation of the financial statements as appropriate as at the date of authorisation and believe that no material uncertainty that may cast significant doubt about the company’s and the group’s ability to continue as a going concern exists as at that date.  

 

Statement by the Directors pursuant to Capital Market Rule 5.70.1

 

As at the year end the group had entered into capital commitments with various contractors for the development of various projects and entered into promise of sale agreements in connection with the sales of immovable properties of such projects.

 

Additionally, the Board recognises that, by virtue of Capital Market Rule 5.101, the company is exempt from making available the information required in terms of Capital Markets rules 5.97.1 to 5.97.3, 5.97.6 to 5.97.8

 

Auditor

 

The auditor of the company, Paul J Mifsud has expressed his willingness to continue in office and a resolution proposing his reappointment will be put before the members at the next annual general meeting.

 

Statement by the Directors pursuant to Capital Market Rule 5.68

 

We, the undersigned, declare that to the best of our knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries included in the consolidation taken as a whole, and that this report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

Signed on behalf of the Board of Directors on 28 April 2025 by Mr. Paul Attard (Director) and Mr. William Wait (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

 

Registered address:

 

PLAN Group Head Office,

Triq il-Wirt Naturali,

Bahar ic-Caghaq, Naxxar

 

 

28 April 2025

 

 

 

Corporate governance – Statement of Compliance 

 

1. Introduction

 

Plan Group p.l.c. (the “Company”) is required to include a statement of compliance with the Code of Principles of Good Corporate Governance (the “Code”) contained in Appendix 5.1 of the Capital Markets Rules issued by the Malta Financial Services Authority. This statement is made in terms of Capital Markets Rules 5.94 and 5.97. The Board of Directors (“the Board”) believes that the adoption of these principles is in the best interest of the Company, its shareholders and other stakeholders, since compliance with the Code is expected by investors on the Malta Stock Exchange and further evidences the Directors' and the Company's commitment to a high standard of corporate governance. Good corporate governance is the responsibility of the Board, and in this regard, the Board has carried out a review of the Company’s compliance with the Code. It has taken measures for the Company to comply with the requirements of the Code to the extent that this is considered appropriate and complementary to the size, nature and operations of the Company. Notwithstanding the fact that the Principles of Good Corporate Governance are not mandatory, the Board has endorsed them and ensured their adoption, save as indicated within the section entitled Non-Compliance with Code where the Board indicates and explains the instances where it has departed from or where it has not applied the Code.

 

2. Compliance with the Code

 

The Board of Directors of Plan p.l.c. (The Company) believe in the adoption of the Code and has endorsed it except where the size and/or circumstances of the company are deemed by the Board not to warrant the implementation of specific recommendations.

 

Additionally, the Board recognises that, by virtue of Capital Market Rule 5.101, the company is exempt from making available the information required in terms of Capital Market Rules 5.97.1 to 5.97.3, 5.97.6 to 5.97.8.

 

Moreover, the Board also acknowledges that the requirements emanating from Directive 2014/95/EU as published in Circular 05/16 – Transposition of Directive 2014/95/EU do not apply to the company since it does not classify as a ‘large company’ under the definition of the Directive.

 

3. The Board of Directors

 

The board of directors is responsible for the Company’s affairs, for the overall direction of the company and being dynamically involved in supervising the systems of control and financial reporting.

 

The Board meets at least four times annually and is currently composed of four members, three of whom are independent from the Company or related parties.

 

As at date of this statement, the Board of Directors is composed as follows:

 

Paul Attard (Executive Director and Company Secretary)

Edward Grech (Non-Executive Director)

Alfred Attard (Non-Executive Director)

William Wait (Non-Executive Director)

 

There is no CEO role required in the Company due to the nature of the Company and as such the board carries out the policy decisions regarding the Company.

 

4. Committees

 

i. Audit Committee

 

In accordance with the Capital Markets rules, PLAN Group p.l.c. has established an Audit Committee, which terms of reference are based on the principles set out by the said Capital Markets rules.  The Audit Committee is entirely composed of independent, non-executive directors. At present, William Wait acts as chairperson, whilst Alfred Attard and Edward Grech act as members. In compliance with the Capital Markets rules, William Wait is the independent Non-Executive Director who is competent in accounting and auditing matters having previously served in various senior positions in several financial institutions.


The committee’s primary object is to assist the board in fulfilling its supervisor and monitoring responsibility by reviewing the company’s financial statements and disclosures, monitoring the system of internal control established by management as well as the audit process.  The audit committee was appointed on 27 October 2024 and met once during the year under review. 

 

ii. Remuneration and Nomination Committees

 

Under present circumstances, the board does not consider it necessary to appoint a remuneration committee and a nomination committee as decisions on these matters are taken at shareholder level and by the board itself.

 

iii. Evaluation of the board’s performance

 

Under present circumstances, the board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the board’s performance is constantly under the scrutiny of the shareholders of the company.

 

5. Remuneration Statement

 

In terms of Rule 8.A.4 of the Code of Principles of Good Corporate Governance contained in Appendix 5.1 of the Capital Markets rules of the Listing Authority (the “Code”), the Company is to include a remuneration statement in its annual report which should include details of the remuneration policy of the Company in respect of the financial packages of members of the Board of Directors of the Company.

 

The remuneration payable to directors of the Company consists of fixed remuneration only. No part of the remuneration paid to the directors is performance-based and none of the directors (in their capacity as directors of the Company) are entitled to profit-sharing, share options or pension benefits. The directors do not receive any form of monetary or non-monetary perks or benefits. There were no changes to this policy from the previous year and the Company does not intend to change the policy in the foreseeable future.

 

Remuneration paid to the Directors by the Company for the period from 1st January 2024 to 31st December 2024 amounted to €31,162.

 

6. Internal Control

 

While the Board is ultimately responsible for the company’s internal controls as well as their effectiveness, authority to operate the company is delegated to the Executive Directors.  The company’s system of internal controls has been drawn up through the Internal Control Manual to manage risks in the most appropriate manner.  Procedures are in place for the Company to control, monitor and assess risks and their implications through ongoing cash flow monitoring reports and strategic plans which are presented to the Executive Directors.

 

7. Relations with the market

 

The market and bondholders alike are kept up to date with all relevant information, the Annual Report and Financial statements, as well as, via company announcements made through the Malta Stock Exchange.

 

8. Institutional shareholders

 

This principle is not applicable since the company has no institutional shareholders.

 

9. Conflicts of interest

 

The directors always act in the interest of the Company and its shareholders.  If any director has a conflict of interest, he will not be allowed to vote on the matter at hand.  Furthermore, the board of directors and management of the company is in compliance with the obligations towards the rules of Insider Dealing.

 

10. Corporate Social Responsibility

 

The Group adhered to accepted principles of corporate social responsibility in its day-to-day practices by acting ethically in the day-to-day management of the business and strives to improve the quality of life of the workforce as well as of the society at large.  The Group also regularly supports charitable causes.

 

Signed on behalf of the Board of Directors on 28 April 2025 by Mr. Paul Attard (Director) and Mr. William Wait (Director).

 

 

 

 

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income

The Group

The Group

The Company

The Company

Notes

2024

2023

2024

Aug22-Dec23

(restated)

Revenue

2

12,906,717

13,112,223

177,500

65,000

Cost of Sales

3

(5,867,286)

(7,054,809)

-

-

 

 

 

 

Gross profit

7,039,431

6,057,414

177,500

65,000

Administrative expenses

3

(5,830,087)

(2,330,392)

(133,432)

(66,208)

 

 

 

 

Operating profit/(loss)

1,209,344

3,727,022

44,068

(1,208)

Investment income 

5

15,969

59

795,925

160,000

Other income

6

-

21,000

-

-

Finance costs

7

(1,260,802)

(847,184)

(793,690)

(153,816)

Share of results of associates

12

4,863,978

3,262,219

4,863,978

3,262,219

 

 

 

 

Profit before income tax

4,828,489

6,163,116

4,910,281

3,267,195

Income tax

8

104,100

(171,593)

(12,200)

(1,741)

 

 

 

 

Profit for the year/period

4,932,589

5,991,523

4,898,081

3,265,454

 

 

 

 

Other comprehensive income

Items that will not be reclassified subsequent to profit and loss

Revaluation of property, plant and equipment

9

4,443,517

-

-

-

Revaluation of right-of-use assets

10

-

6,870,450

-

-

Tax effect

8

-

(2,404,658)

-

-

 

 

 

 

Other comprehensive income for the financial year, net of tax

4,443,517

4,465,792

-

-

 

 

 

 

Total comprehensive income for the year

9,376,106

10,457,315

4,898,081

3,265,454

 

 

 

 

Profit for the year attributable to:

Owners of the Company

4,913,216

5,486,490

4,898,081

3,265,454

Non-controlling interests

19,373

505,033

-

-

 

 

 

 

4,932,589

5,991,523

4,898,081

3,265,454

 

 

 

 

Total comprehensive income attributable to:  

Owners of the Company

9,356,733

9,952,282

4,898,081

3,265,454

Non-controlling interests

19,373

505,033

-

-

 

 

 

 

9,376,106

10,457,315

4,898,081

3,265,454

 

 

 

 

 

 

The accounting policies and explanatory notes form an integral part of the consolidated and separate financial statements.

 

 

Consolidated Statement of Financial Position

 

As at 31 December

 

 

 

 

The Group

The Group

The Company

The Company

(restated)

Notes

2024

2023

2024

Aug22-Dec23

ASSETS

Non-current assets

Tangible assets

Property, plant and equipment

9

40,158,053

32,791,192

6,367

-

Right-of-use assets

10

13,639,672

13,852,373

-

-

Trade and other receivables

14

-

-

13,644,037

12,678,511

Financial assets

Investments in subsidiaries

11

-

-

15,429,116

15,149,116

Investments in associates

12

16,041,034

11,177,056

16,041,034

11,177,056

Deferred taxation

22

589,654

359,343

-

-

 

 

 

 

 

70,428,413

58,179,964

45,120,554

39,004,683

 

 

 

 

Current assets

Inventories

13

18,016,825

18,305,632

-

-

Trade and other receivables

14

7,810,688

7,130,434

1,780,684

2,995,767

Current taxation

23

-

16,613

-

-

Cash and cash equivalents 

25

1,063,962

1,589,833

63,475

3,068

 

 

 

 

26,891,475

27,042,512

1,844,159

2,998,835

 

 

 

 

Total assets

97,319,888

85,222,476

46,964,713

42,003,518

 

 

 

 

EQUITY AND LIABILITIES

Capital and reserves

Issued share capital

15

23,060,154

23,060,154

23,060,154

23,060,154

Revaluation reserve

17

8,840,606

4,465,792

-

-

Retained earnings

18

8,444,926

3,463,007

8,163,535

3,265,454

Shareholders’ contribution

19

850,000

850,000

-

-

 

 

 

 

Equity attributable to equity holders of the parent

41,195,686

31,838,953

31,223,689

26,325,608

 

 

 

 

Non-controlling interests

519,090

499,717

-

-

 

 

 

 

Total equity

41,714,776

32,338,670

31,223,689

26,325,608

 

 

 

 

Non-current liabilities

Interest-bearing borrowings

20

35,862,115

32,438,172

11,759,731

11,679,641

Trade and other payables

21

2,452,516

2,414,050

2,019,183

2,019,183

Lease Liability

26

7,637,690

7,470,183

-

-

Deferred taxation

22

2,367,663

2,404,658

-

-

 

 

 

 

 

48,319,984

44,727,063

13,778,914

13,698,824

 

 

 

 

Current liabilities

Interest-bearing borrowings

20

1,520,675

955,444

-

-

Trade and other payables

21

5,585,556

7,056,089

1,951,602

1,977,345

Lease liability

26

136,500

130,000

-

-

Current taxation

23

42,397

15,210

10,508

1,741

 

 

 

 

7,285,128

8,156,743

1,962,110

1,979,086

 

 

 

 

Total liabilities

55,605,112

52,883,806

15,741,024

15,677,910

 

 

 

 

Total equity and liabilities

97,319,888

85,222,476

46,964,713

42,003,518

 

 

 

 

 

The accounting policies and explanatory notes form an integral part of the consolidated and separate financial statements.

 

The financial statements were approved and authorised for issue by the Board of Directors on 28 April 2025. The financial statements were signed on behalf of the Board of Directors by Mr. Paul Attard (Director) and Mr. William Wait (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

 


 

Consolidated Statement of Changes in Equity

 

 

The Group

Attributable to the equity holders of the parent

Share

Other

Revaluation

Retained

Shareholders’

Non-controlling

Total

Note

capital

reserve

reserve

earnings

contribution

Total

interests

Equity

(restated)

(restated)

(restated)

   €

Balance at 1 January 2023

1,200

1,453,360

7,590,006

3,278,467

500,000

12,823,033

(5,316)

12,817,717

Profit for the year – as previously reported

-

-

-

5,935,429

-

5,935,429

505,033

6,440,462

Prior year adjustment

31

-

-

-

(448,939)

-

(448,939)

-

(448,939)

 

 

 

 

 

 

 

 

Profit for the year – as restated

-

-

-

5,486,490

-

5,486,490

505,033

5,991,523

Other comprehensive income

-

-

4,465,792

-

-

4,465,792

-

4,465,792

 

 

 

 

 

 

 

 

Total comprehensive income for the financial year

-

-

4,465,792

5,486,490

-

9,952,282

505,033

10,457,315

 

 

 

 

 

 

 

 

Issue of share capital

23,058,954

(1,453,360)

(7,590,006)

(5,301,950)

-

8,713,638

-

8,713,638

Other reserve through merger

-

-

-

-

350,000

350,000

-

350,000

 

 

 

 

 

 

 

 

Balance at 31 December 2023

23,060,154

-

4,465,792

3,463,007

850,000

31,838,953

499,717

32,338,670

 

 

 

 

 

 

 

 

Balance at 1 January 2024

23,060,154

-

4,465,792

3,463,007

850,000

31,838,953

499,717

32,338,670

Profit for the year

-

-

-

4,913,216

-

4,913,216

19,373

4,932,589

Other comprehensive income

-

-

4,443,517

-

-

4,443,517

-

4,443,517

Transfer to retained earnings

 

-

-

(68,703)

68,703

-

-

-

-

 

 

 

 

 

 

 

 

Total comprehensive income for the financial year

-

-

4,374,814

4,981,919

-

9,356,733

19,373

9,376,106

 

 

 

 

 

 

 

 

Balance at 31 December 2024

23,060,154

-

8,840,606

8,444,926

850,000

41,195,686

519,090

41,714,776

 

 

 

 

 

 

 

 

The accounting policies and explanatory notes form an integral part of the consolidated and separate financial statements.

 

 

 

 


 

 

 

The Company

Share

Retained

capital

earnings

Total

Note

Balance at 26 August 2022

-

-

-

Profit for the period

-

3,265,454

3,265,454

Other comprehensive income

-

-

-

 

 

 

Total comprehensive income for the financial period

-

3,265,454

3,265,454

 

 

 

Issue of share capital

23,060,154

-

23,060,154

 

 

 

Balance at 31 December 2023

23,060,154

3,265,454

26,325,608

 

 

 

Balance at 1 January 2024

23,060,154

3,265,454

26,325,608

Profit for the year

-

4,898,081

4,898,081

Other comprehensive income

-

-

-

 

 

 

Total comprehensive income for the financial year

-

4,898,081

4,898,081

 

 

 

Balance at 31 December 2024

23,060,154

8,163,535

31,223,689

 

 

 

 

 

Consolidated Statement of Cash Flows

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

(restated)

Operating activities

Cash (used in)/ generated from operating activities

24

(1,759,326)

(4,414,724)

1,251,291

(1,112,899)

Interest received

5

15,969

59

795,925

160,000

Other income

6

-

21,000

-

-

Ground rent paid

(130,000)

(50,000)

-

-

Interest paid

7

(876,705)

(283,226)

(793,690)

(153,816)

Tax paid

23

(119,406)

(584,052)

(3,433)

-

 

 

 

 

Net cash generated from/(used in) operating activities

(2,869,468)

(5,310,943)

1,250,093

(1,106,715)

 

 

 

 

Investing activities

Purchase of property, plant, and equipment

9

(1,659,417)

(13,191,453)

(7,959)

-

Purchase of investment in subsidiaries

11

-

(5,000)

(280,000)

(5,000)

 

 

 

 

Net cash used in investing activities

(1,659,417)

(13,196,453)

(287,959)

(5,000)

 

 

 

 

 

 

 

 

Financing activities

Issue of share capital

15

-

-

-

1,200

Increase in shareholders’ contribution

19

-

350,000

-

-

Net movements in short and long-term borrowings

20

3,808,308

19,265,802

80,090

11,679,641

Net movement in shareholders’ loan

27

(118,509)

2,473,510

(12,722)

1,820,385

Net movement in amount due from/to related parties

27

132,349

(3,211,186)

(969,095)

(12,386,443)

 

 

 

 

Net cash generated from/(used in) financing activities

3,822,148

18,878,126

(901,727)

1,114,783

 

 

 

 

Movement in cash and cash equivalents

(706,737)

370,730

60,407

3,068

 

 

 

 

Cash and cash equivalents at beginning of year

1,463,237

1,092,507

3,068

-

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

25

756,500

1,463,237

63,475

3,068

 

 

 

 

 

 

 

The accounting policies and explanatory notes form an integral part of the consolidated and separate financial statements.

 

 

Notes to the Consolidated Financial Statements

 

1.       Accounting policies

 

The principal accounting policies adopted in the preparation of these consolidated and separate financial statements are set out below.  These policies have been consistently applied to all the years presented, unless otherwise stated.

 

a.       Basis of preparation

 

These consolidated and separate financial statements are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and comply with the Companies Act (Cap.386).  The consolidated and separate financial statements have also been prepared in accordance with IFRS Standards adopted by the European Union and therefore the Group consolidated financial statements comply with Article 4 of the EU IAS Consolidated Regulation.

 

The consolidated and separate financial statements are prepared under the historical cost convention, except for the revaluation of investment properties that are measured at revalued amounts, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

i.        Use of estimates and judgements

 

In preparing the consolidated and separate financial statements, the directors are required to make judgements, estimates and assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the financial statements. These estimates are reviewed on a regular basis and, if a change is needed, it is accounted for in the year the changes become known. Except for the below, in the opinion of the Board of Directors, the accounting estimates, assumptions and judgements made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as significant in terms of the requirements of IAS 1 (revised) - ‘Presentation of financial statements’.

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below.

 

Fair value of property, plant and equipment and right-of-use assets

 

The Group and the Company uses the services of professional valuers to revalue property, plant and equipment and right-of-use assets. The professional valuers take into account the market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

 

The highest and best use of a non-financial asset takes into account the use of the asset that is physically possible, legally permissible and financially feasible, as follows:

 

-

A use that is physically possible, takes into account the physical characteristics of the asset that market participants would take into account when pricing the asset (e.g. the location or size of a property).

 

-

A use that is legally permissible takes into account any legal restrictions on the use of the asset that market participants would take into account when pricing the asset (e.g. the zoning regulations applicable to a property).

 

-

A use that is financially feasible takes into account whether a use of the asset that is physically possible and legally permissible generates adequate income or cash flows (taking into account the costs of converting the asset to that use) to produce an investment return that market participants would require from an investment in that asset put to that use.

 

 

As described in Notes 9 and 10, the Group and the Company uses valuation techniques that include inputs that are not always based on observable market data in order to estimate the fair value of property, plant and equipment and right-of-use assets. This Note also provides detailed information regarding these valuation methods and the key assumptions used in performing such valuations.

 

However, in the opinion of the Board of Directors, there are no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements .

 

ii.       New standards adopted as at 1 January 2024

 

Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted are:

 

Classification of Liabilities as Current or Non-current (Amendments to IAS

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

 

Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

 

Non-current Liabilities with Covenants (Amendments to IAS 1)

 

These amendments do not have a significant impact on these financial statements and therefore no disclosures have been made.

 

iii.      Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group and Company

 

At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations published by the IASB or IFRIC include:

 

Lack of Exchangeability (Amendments to IAS 21)

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and 7)

IFRS 18 ‘Presentation and Disclosure in Financial Statements’

IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’

 

None of these Standards or amendments to existing Standards have been adopted early by the Group and Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.

 

With the exception of IFRS 18, these amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore no disclosures have been made. The Group and Company will assess the impact on disclosures from the initial adoption of IFRS 18. IFRS 18 will be effective for annual reporting periods beginning on or after 1 January 2027. The Group and Company are not expected to early adopt this new Standard.

 

b.       Basis of consolidation

 

The Group’s consolidated financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2024. The subsidiaries have a reporting date of 31 December. Control is achieved when the Company

 

has the power over the investee

Is exposed, or has rights, to variable returns from its involvement with the investee

Has the ability to use its power to affect its returns

 

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

 

The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders

Potential voting rights held by the Company, other vote holders or other parties

Rights arising from other contractual arrangements

Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholder’s meetings.

 

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.

 

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

 

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

 

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.

 

When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Accounting Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

 

c.       Revenue recognition

 

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the company’s activities. Revenue is shown net of value added tax, returns, rebates and discounts.  The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when the specific criteria have been met as described below.

 

To determine whether to recognise revenue, the Group follows a 5-step process:

 

i.

Identifying the contract with a customer

ii.

Identifying the performance obligations

iii.

Determining the transaction price

iv.

Allocating the transaction price to the performance obligations

v.

Recognising revenue when/as performance obligations are satisfied.

 

 

The Group and the Company recognises revenue from the following major sources:

 

i.

Sales of property are recognised when the significant risks and rewards of ownership of the property being sold effectively transferred to the buyer. This is generally considered to occur at the later of the contract of sale and the date when all the company’s obligations relating to the property are completed and the possession of the property can be transferred in the manner stipulated by the contract of sale. Amounts received in respect of sales that have not yet been recognised in the financial statements, due to the fact that the significant risks and rewards of ownership still rest with the company, are treated as payments received on account and presented within trade and other payable.

ii.

Old people home services are recognised over time when service is provided.

iii.

Interest income is recognized as it accrues unless collectability is in doubt.

 

d.       Foreign currencies

 

Functional and presentation currency

 

Items included in the Group’s consolidated, and the Company’s separate financial statements are measured using the currency of the primary economic environment in which the entity operates.  The Euro is the Group’s and the Company’s functional and presentation currency.

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency (Euro) using the exchange rates prevailing at the dates of the transactions.  Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss and other comprehensive income.

 

e.       Property, plant and equipment

 

Property, plant and equipment, comprising land and building, improvement to premises, furniture and fittings and equipment, are initially recorded at cost and are subsequently stated at cost less depreciation and impairment losses, if any.  Historical cost includes expenditure that is directly attributable to the acquisition of items.

 

Land is revalued once every three years and any revaluation surplus is recognised in other comprehensive income and credited to the revaluation reserve in equity.  To the extent that any revaluation decrease or impairment loss has previously been recognised in profit or loss, a revaluation increase is credited to profit or loss with the remaining part of the increase recognised in other comprehensive income.  Downward valuations of land are recognised upon appraisal or impairment testing, with the decrease being charged to other comprehensive income to the extent of any revaluation surplus in equity relating to this asset and any remaining decrease in profit or loss.  Any revaluation surplus remaining in equity on disposal of asset is transferred to retained earnings.

 

Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group, and the cost of the item can be measured reliably.  All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the financial year in which they are incurred.

 

Depreciation is calculated on the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:

 

- Buildings

1.50% - 2.00%

- Improvement to premises

5.00%

- Furniture and fittings

10.00%

- Equipment

7.50% - 20.00%

 

Freehold land is not depreciated as it is deemed to have an indefinite useful life.

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting year.

 

Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with the carrying amount, and are taken into account in determining operating profit.

 

An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount (Accounting policy (i)).

 

f.       Leases

 

The Group as lessee

 

The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

 

Subsequent to initial measurement, the right-of-use asset is stated at revalued amounts. Revalued amounts are fair values based on appraisals prepared by external professional valuers annually or more frequently if market factors indicate a material change in fair value. Any revaluation surplus is recognised in other comprehensive income and credited to the revaluation reserve in equity. To the extent that any revaluation decrease or impairment loss (note i) has previously been recognised in profit or loss, a revaluation increase is credited to profit or loss with the remaining part of the increase

recognised in other comprehensive income. Downward revaluations of right-of-use assets are recognised upon appraisal or impairment testing, with the decrease being charged to other comprehensive income to the extent of any revaluation surplus in equity relating to this asset and any remaining decrease recognised in profit or loss. Any revaluation surplus remaining in equity on disposal of the asset is transferred to retained earnings.

 

The company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

 

Lease payments included in the measurement of the lease liability comprise:

 

Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable

Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date

The amount expected to be payable by the lessee under residual value guarantees

The exercise price of purchase options if the lessee is reasonably certain to exercise the options

Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

 

The lease liability is presented as a separate line in the consolidated and separate statement of financial position.

 

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

 

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

 

On the statement of financial position, the company has opted to disclose the right-of-use assets and lease liabilities as separate financial statement line items.

 

g.       Investments in subsidiaries

 

In the Company’s separate financial statements, investments in subsidiaries are accounted for by the cost method of accounting.  The dividend income from such investments is included in the statement of profit or loss and other comprehensive income.in the accounting year in which the Company’s rights to receive payment of any dividend is established.  The Company gathers objective evidence that an investment is impaired.  On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of profit or loss and other comprehensive income.

 

h.       Investments in associates

 

An associate is an entity over which the Group and the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

 

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.

 

Under the equity method, an investment in an associate s recognized initially in the consolidated and separate statement of financial position at cost and adjusted thereafter to recognize the Group’s and the Company’s share of the profit or loss and other comprehensive income of the associate. When the Group’s and the Company’s share of losses of an associate exceeds the Group’s and the Company’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s and the Company’s net investment in the associate or joint venture), the Group and the Company discontinue recognising its share of further losses. Additional losses are recognised only to the extent that the Group and the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

 

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s and the Company’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s and the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

 

If there is objective evidence that the Group’s and the Company’s net investment in an associate is impaired, the requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s and the Company’s investment. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

 

The Group and the Company discontinues the use of the equity method from the date when the investment ceases to be an associate. When the Group and the Company retains an interest in the former associate and the retained interest is a financial asset, the Group and the Company measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IFRS 9. The difference between the carrying amount of the associate at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate is included in the determination of the gain or loss on disposal of the associate. In addition, the Group and the Company accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group and the Company reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the associate is disposed of.

 

When the Group and the Company reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group and the Company reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

 

When a Group and the Company entity transacts with an associate of the Group and the Company, profits and losses resulting from the transactions with the associate are recognised in the Group’s and the Company’s consolidated and separate financial statements only to the extent of interests in the associate that are not related to the Group and the Company.

 

The Group and the Company applies IFRS 9, including the impairment requirements, to long-term interests in an associate to which the equity method is not applied and which form part of the net investment in the investee. Furthermore, in applying IFRS 9 to long-term interests, the Group and the Company does not take into account adjustments to their carrying amount required by IAS 28 Investments in Associates (i.e. adjustments to the carrying amount of long-term interests arising from the allocation of losses of the investee or assessment of impairment in accordance with IAS 28).

 

i.         Impairment of non-financial assets

 

At each reporting date, the Group and the Company reviews the carrying amounts of its assets that have an indefinite useful life to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group and the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

 

j.       Inventories

 

Inventory represent property held for resale, inventory held for resale, consumables and works in progress and is measured at the lower of cost and net realisable value.  Cost comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition.  Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

 

k .       Fair value measurement

 

The Group measures non-financial assets such as investment properties at fair value at each statement of financial position date.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 

-

In the principal market for the asset or liability, or

-

In the absence of a principal market, in the most advantageous market for the asset or liability.

 

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

 

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

 

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

 

All assets and liabilities for which fair value is measured or disclosed in the consolidated and separate financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

-

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities

-

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

-

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

For assets and liabilities that are recognised in the consolidated and separate financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

 

l .       Financial instruments

 

Financial assets and financial liabilities are recognised in the Group’s consolidated and separate statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

 

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

 

i) Financial assets

 

(a)     Initial recognition and measurement

 

Financial assets are classified, at initial recognition either at amortised cost, fair value through other comprehensive income (“OCI”) or fair value through profit or loss.

 

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s and Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component, or for which the Group and the Company has applied the practical expedient, the Group and the Company initially measures a financial asset at its fair value.

 

Trade and other receivables that do not contain a significant financing component or for which the Group and the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15.

 

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

 

The Group’s and the Company’s business model for managing financial assets refer to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

 

(b)     Subsequent measurement

 

For purposes of subsequent measurement, financial assets are classified in four categories:

 

a)

Financial assets at amortised cost;

b)

Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments);

c)

Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments);

d)

Financial assets at fair value through profit or loss

 

The Group and the Company does not hold any financial assets at fair value through OCI, financial assets designated at fair value through OCI and financial assets at fair value through profit or loss.

 

Financial assets at amortised cost

 

The Group and the Company measures financial assets at amortised cost if both of the following conditions are met:

 

a)

The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

b)

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

 

The Group’s and the Company’s financial assets at amortised cost are trade and other receivables which are expected to be received within 1 year from year end.

 

(c)     Derecognition

 

A financial asset is primarily derecognised when:

 

a)

The rights to receive cash flows from the asset have expired; or

b)

The Group and the Company has transferred its rights to receive cash flows from the asset, or has assumed an obligation to pay the received cash flows in full without material delay to a third party and either the Group and the Company has transferred substantially all the risks and rewards of the asset or the Group and the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

(d)     Impairment

 

The Group and the Company recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group and the Company expects to receive, discounted at an approximate of the original effective interest rate. The expected cash flows will include cash flows from the sale of a collateral held or other credit enhancements that are integral to the contractual terms.

 

For trade and other receivables, the Group and the Company applies a simplified approach in calculating ECLs. Therefore, the Group and the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group and the Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to debtors and the economic environment.

 

The Group and the Company considers a financial asset in default when contractual payments are ninety (90) days past due. However, in certain cases, the Group and the Company may also consider a financial asset to be in default when internal or external information indicates that the Group and the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group and the Company. A financial asset is written-off when there is no reasonable expectation of recovering the contractual cash flows.

 

ii) Financial liabilities and equity

 

(e)     Classification as debt or equity

 

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

 

a)      Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group and the Company are recognised at the proceeds received, net of direct issue costs.

 

Repurchase of the Group’s and the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s and the Company’s own equity instruments.

 

b)      Financial liabilities

 

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.

 

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, and financial guarantee contracts issued by the Group, are measured in accordance with the specific accounting policies set out below.

 

Financial liabilities at FVTPL

 

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination, (ii) held for trading or (iii) it is designated as at FVTPL.

 

A financial liability is classified as held for trading if either:

 

It has been acquired principally for the purpose of repurchasing it in the near term.

On initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking.

It is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

 

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if either:

 

Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise

The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis

It forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL

 

Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘Other gains and losses’ line item in profit or loss.

 

However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of liability is recognised in profit or loss. Changes in fair value attributable to a financial liability’s credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability. Gains or losses on financial guarantee contracts issued by the Group and the Company that are designated by the Group and the Company as at FVTPL are recognised in profit or loss.

 

m .       Cash and cash equivalents

 

Cash and cash equivalents are carried in the consolidated and separate statement of financial position at face value.  For the purposes of the consolidated and separate statement of cash flows, cash and cash equivalents comprise cash in hand and deposits held at call with banks.

 

n .       Current and deferred taxation

 

The tax expense for the year comprises current and deferred taxation.

 

Taxation is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or equity, respectively.

 

Current tax is based on the taxable result for the year. The taxable result for the year differs from the results as reported in profit or loss because it excludes items which hare non-assessable or disallowed and it further excludes items that are taxable or deductible in other years. Current tax also includes any tax arising from dividends. It is calculated using the tax rates that have enacted or substantively enacted by the end of the reporting year, and any adjustments in relation to the prior years.

 

Deferred taxation is provided using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting year and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

 

o .       Employee benefits

 

The Group and the Company contribute towards the state pension in accordance with local legislation. The only obligation is to make the required contributions. Costs are expensed in the year in which they are incurred.

 

p .       Borrowing costs

 

Borrowing costs include the costs incurred in obtaining external financing. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial year of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress.

 

Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale. Borrowing costs are suspended during extended years in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the year in which they are incurred.

 

q .       Share capital and dividends

 

Ordinary shares are classified as equity.

 

Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

 

r .       Related parties

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. Related party accounts are carried at cost, net of any impairment charge.

 

2 .       Revenue

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Sale of inventory properties

868,000

7,537,473

-

-

Revenue from old people homes

11,978,717

5,514,750

-

-

Rental income

60,000

60,000

-

-

Management fee

-

-

177,500

65,000

 

 

 

 

12,906,717

13,112,223

177,500

65,000

 

 

 

 

 

The above fall under IFRS 15 and are recognised as follows: 

 

Timing of revenue recognition

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

At a point in time

Sale of inventory properties

868,000

7,537,473

-

-

 

 

 

 

Over time

Revenue from old people homes

11,978,717

5,514,750

-

-

Rental income

60,000

60,000

-

-

Management fee

-

-

177,500

65,000

 

 

 

 

12,038,717

5,574,750

177,500

65,000

 

 

 

 

 

3 .       Profit of the year

 

Profit for the year has been arrived after charging:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

(restated)

Depreciation of property, plant and equipment (Note 9)

1,665,321

421,142

1,592

-

Depreciation of right-of-use assets (Note 10)

212,701

107,003

-

-

Staff costs (Note 4)

5,870,628

3,152,875

-

6,682

Directors’ fees

31,162

5,159

31,162

5,159

Auditor’s remuneration

25,490

19,150

5,000

5,000

Cost of sales

1,939,564

4,906,248

-

-

Other expenses

1,952,507

773,624

95,678

49,367

 

 

 

 

Total cost of sales and administrative expenses

11,697,373

9,385,201

133,432

66,208

 

 

 

 

 

Auditor’s fees

 

Fees charged by the auditor for the services rendered during the financial years ended 31 December 2024 and 2023 relate to the following:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Audit fee

25,490

19,150

5,000

5,000

Tax compliance and advisory services

-

7,260

-

2,500

 

 

 

 

25,490

26,410

5,000

7,500

 

 

 

 

 

4 .       Staff costs

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Wages and salaries

5,495,145

2,930,607

-

6,269

Social security costs

406,645

222,268

-

413

 

 

 

 

5,901,790

3,152,875

-

6,682

 

 

 

 

 

Average number of full-time equivalents employed by the Group during the year is 339 (2023:175).

 

5 .       Investment income

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Interest receivable on bank balances

51

59

7

-

Other interest receivable

15,918

-

-

-

Interest receivable on amounts due from subsidiaries

-

-

795,918

160,000

 

 

 

 

15,969

59

795,925

160,000

 

 

 

 

 

6 .       Other income

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Income from assignment of property on promise of sale

-

21,000

-

-

 

 

 

 

 

7 .       Finance costs

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Interest payable on bank overdrafts

4,294

-

-

-

Interest payable on bank loans

872,411

399,128

-

-

Interest payable on debt securities in issue

-

73,726

713,600

73,726

Amortisation of debt securities in issue costs

80,090

80,090

80,090

80,090

Finance costs – lease liability

304,007

294,240

-

-

 

 

 

 

1,260,802

847,184

793,690

153,816

 

 

 

 

 

8 .       Income tax

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

(restated)

Current tax:

At 5%

-

131,842

-

-

At 8%

68,240

366,291

-

-

At 15%

1,699

1,658

1,692

-

At 35%

93,267

31,145

10,508

1,741

Deferred tax credit for the year

(267,306)

(359,343)

-

-

(Note 22)

Deferred tax credit charge for the year (Note 22)

-

2,404,658

-

-

 

 

 

 

(104,100)

2,576,251

12,200

1,741

 

 

 

 

 

The tax (income)/expense and the result of accounting profit/(loss) multiplied by the statutory domestic income tax rate is reconciled as follows:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

(restated)

Profit before tax

4,828,489

6,163,116

4,910,281

3,267,195

 

 

 

 

Tax on accounting profit at 35% thereon

1,689,971

2,157,091

1,718,598

1,143,518

Tax effect of:

Income not subject to tax

(1,702,392)

(1,141,777)

(1,702,392)

(1,141,777)

Income subject to reduced tax rates of tax

(66,056)

(643,836)

(2,256)

-

Non-allowable expenses

335,228

203,948

-

-

Tax credits

(112,585)

(123,241)

(1,750)

-

Maintenance allowance

(4,200)

-

-

-

Other differences

23,240

78,751

-

-

Movement in deferred tax

(267,306)

2,045,315

-

-

 

 

 

 

(104,100)

2,576,251

12,200

1,741

 

 

 

 

 

 

 


 

9.       Property, plant and equipment

 

The Group

Improvement

Motor

Furniture and

 

Land

Buildings

to premises

vehicles

fittings

Equipment

Total

(restated)

(restated)

(restated)

 €

At 1 January 2023

Cost/fair value

8,908,745

4,623,502

383,500

-

-

3,279,918

17,195,665

Accumulated depreciation

-

-

(19,175)

-

-

(737,982)

(757,157)

 

 

 

 

 

 

 

Net book amount

8,908,745

4,623,502

364,325

-

-

2,541,936

16,438,508

 

 

 

 

 

 

 

Movements for year ended

31 December 2023

Opening net book amount

8,908,745

4,623,502

364,325

-

-

2,541,936

16,438,508

Additions

-

10,097,868

28,351

-

2,431,393

4,216,214

16,773,826

Depreciation charge

-

(95,276)

(20,184)

-

(20,262)

(285,420)

(421,142)

 

 

 

 

 

 

 

Closing net book amount

8,908,745

14,626,094

372,492

-

2,411,131

6,472,730

32,791,192

 

 

 

 

 

 

 

At 31 December 2023

Cost/fair value

8,908,745

14,721,370

411,851

-

2,431,393

7,496,132

33,969,491

Accumulated depreciation

-

(95,276)

(39,359)

-

(20,262)

(1,023,402)

(1,178,299)

 

 

 

 

 

 

 

Net book amount

8,908,745

14,626,094

372,492

-

2,411,131

6,472,730

32,791,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Movements for year ended

31 December 2024

Opening net book amount

8,908,745

14,626,094

372,492

-

2,411,131

6,472,730

32,791,192

Revaluation increase

4,443,517

-

-

-

-

-

4,443,517

Reclassification

-

-

-

-

2,929,248

-

2,929,248

Additions

-

1,681,160

-

5,000

320,911

(347,654)

1,659,417

Depreciation charge

-

(274,529)

(20,593)

(1,000)

(580,603)

(788,596)

(1,665,321)

 

 

 

 

 

 

 

Closing net book amount

13,352,262

16,032,725

351,899

4,000

5,080,687

5,336,480

40,158,053

 

 

 

 

 

 

 

At 31 December 2024

Cost/fair value

13,352,262

16,402,530

411,851

5,000

6,007,024

7,148,478

43,327,145

Accumulated depreciation

-

(369,805)

(59,952)

(1,000)

(926,337)

(1,811,998)

(3,169,092)

 

 

 

 

 

 

 

Net book amount

13,352,262

16,032,725

351,899

4,000

5,080,687

5,336,480

40,158,053

 

 

 

 

 

 

 


Depreciation charge of €1,665,321 (2023: €421,142) is included in administrative expenses.

 

Property, plant and equipment include Golden Care Nursing Home which is situated in Naxxar. This home, which is included under Buildings, Furniture and fittings and Equipment was revalued by an independent professional qualified valuer on 31 st December 2024 for the amount of €21,994,000. Had it not been revalued, the value of the Golden Care Nursing Home would amount to €9,960,477.

The Company

Motor

 

vehicles

Equipment

Total

 €

Movements for year ended

31 December 2024

Additions

5,000

2,959

7,959

Depreciation charge

(1,000)

(592)

(1,592)

 

 

 

Closing net book amount

4,000

2,367

6,367

 

 

 

At 31 December 2024

Cost

5,000

2,959

7,959

Accumulated depreciation

(1,000)

(592)

(1,592)

 

 

 

Net book amount

4,000

2,367

6,367

 

 

 

 

Depreciation charge of €1,592 (2023: €NIL) is included in administrative expenses.

 

10 .     Right-of-use assets

 

The Group

 

Land

(restated)

Cost

At 1 January 2023

7,169,178

Revaluation

6,870,450

 

At 31 December 2023

14,039,628

 

At 1 January 2024

14,039,628

 

At 31 December 2024

14,039,628

 

Accumulated depreciation

At 1 January 2023

80,252

Depreciation charge

107,003

 

At 31 December 2023

187,255

 

At 1 January 2024

187,255

Depreciation charge

212,701

 

At 31 December 2024

399,956

 

Carrying amount

At 31 December 2023

13,852,373

 

At 31 December 2024

13,639,672

 

 

The Group leases the land on which the Porziunkola care home is built. The remaining lease term is 65 years. During the financial year ending 31 December 2023, the Group revalued the right-of-use asset, based on a valuation prepared by external professional valuers.

 

The right-of-use assets had it not been revalued amounted to €6,874,920.

 

Amounts recognised in profit and loss

 

2024

2023

Depreciation expense on right-of-use assets

212,701

107,003

Interest expense on lease liabilities

304,007

294,240

 

11.     Investments in subsidiaries

 

The Company

2024

Aug22-Dec23

Movements for the year ended 31 December

Opening net book amount

15,149,116

-

Additions

280,000

15,149,116

 

 

Closing net book amount

15,429,116

15,149,116

 

 

At 31 December

Cost/net book amount

15,429,116

15,149,116

 

 

 

The subsidiaries, all of which are unlisted at 31 December are shown below:

 

Name

Registered office

Principal activities

Percentage of shares held

2024

Aug22-Dec23

Golden Care Limited (C89549)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Operation of elderly care home

100%

100%

Plan Property Holdings Limited (C70860)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Holding of investment property and management of elderly care home

100%

100%

Plan Property Holdings 2 Limited (C85298)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Holding of investment property

-

100%

Plan C&T Services Limited (C102262)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Operation of elderly care home

100%

100%

Plan Developments Limited (C89550)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Holding of property for development and resale

100%

100%

Plan (Mosta) Limited (C96506)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Holding of property for development and resale

80%

80%

Plan (BBG) Limited (C106559)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Holding of property for development and resale

100%

100%

PGC Care Home Limited (C 107468)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Operation of elderly care home

100%

-

 

12.     Investments in associates

 

The Group and Company

2024

Aug22-Dec23

Movements for the year ended 31 December

Opening net book amount

11,177,056

-

Additions

-

7,914,837

Share of profits

4,863,978

3,262,219

 

 

Closing net book amount

16,041,034

11,177,056

 

 

At 31 December

Cost/net book amount

16,041,034

11,177,056

 

 

 

The associate which is unlisted at 31 December is shown below:

 

Name

Registered office

Principal activities

Percentage of shares held

2024

Aug22-Dec23

Gap Group Investments (II) Limited (C75856)

PLAN Group Head Office, Triq il-Wirt Naturali, Bahar ic-Caghaq, Naxxar

Holding company

33.33%

33.33%

 

The summary information represents amounts included in the IFRS financial statements of the associate, not the entity’s share of these amount, although they are adjusted to reflect fair value adjustments upon acquisition or accounting policy alignments.

 

Summarised financial information in respect of the Group’s associates is set out below. The summarised financial information below represents amounts in associate’s financial statements prepared in accordance with IFRS Accounting Standards as adopted by the EU.

 

Gap Group Investments (II) Limited

2024

2023

Current assets

68,860,189

82,115,771

Non-current assets

13,593,982

13,913,680

Current liabilities

(26,468,485)

(36,051,762)

Non-current liabilities

(7,862,593)

(26,446,522)

 

 

Equity attributable to owners of the Company

48,123,093

33,531,167

 

 

Non-controlling interest

-

-

 

 

 

Revenue

48,181,299

42,763,849

 

 

Profit for the year

14,338,658

9,655,795

 

 

Other comprehensive income/(loss) attributable to

253,276

135,382

 the owners of the Company

 

 

Total Comprehensive income

14,591,934

9,791,177

 

 

Dividends received from associate during the year

-

-

 

 

 

13.     Inventories

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Property held for resale

17,924,447

15,291,577

-

-

Inventory held for resale

-

2,929,248

-

-

Consumables

92,378

84,807

-

-

 

 

 

 

 

 

 

 

 

18,016,825

18,305,632

-

-

 

 

 

 

 

14.     Trade and other receivables

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Non-current

Amounts due from related parties (Note i)

-

-

13,644,037

12,678,511

 

 

 

 

Current

Trade receivables (Note iii)

2,607,471

1,533,475

-

-

Amounts due from related parties (Note ii)

4,286,592

3,964,020

1,730,684

1,727,115

Other receivables

616,532

1,384,277

50,000

1,268,652

Prepayments and accrued income

300,093

248,662

-

-

 

 

 

 

7,810,688

7,130,434

1,780,684

2,995,767

 

 

 

 

 

Notes:

 

i.

Amount due from related parties are unsecured, interest free and it is not repayable within the next twelve months from the consolidated and separate statement of financial position date.

ii.

Amounts due from related parties are unsecured, interest free and are repayable on demand.

iii.

The average credit period on sales of services is 60 days.

 

15.     Share capital

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Authorised

23,999,999 Ordinary A Shares of €1 each

23,999,999

23,999,999

23,999,999

23,999,999

1 Ordinary B Shares of €1

1

1

1

1

 

 

 

 

24,000,000

24,000,000

24,000,000

24,000,000

 

 

 

 

Issued and fully paid up

23,060,153 Ordinary A Shares of €1 each

23,060,153

23,060,153

23,060,153

23,060,153

1 Ordinary B Shares of €1

1

1

1

1

 

 

 

 

23,060,154

23,060,154

23,060,154

23,060,154

 

 

 

 

 

16.     Other reserve

 

Other reserve has been created on merger of the group. Any differences between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount recorded for the share capital acquired is adjusted against this reserve. The other reserve is not available for distribution to the shareholders.

 

17.     Revaluation reserve

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Opening balance

4,465,792

7,590,006

-

-

Revaluation, net of deferred taxation

4,374,814

4,465,792

-

-

Issue of share capital

-

(7,590,006)

-

-

 

 

 

 

Closing balance

8,840,606

4,465,792

-

-

 

 

 

 

 

The revaluation reserve has been created after a valuation of right-of-use assets net of deferred taxation. The revaluation reserve is not available for distribution to the shareholders.

 

18.     Retained earnings

 

The Group and the Company’s retained earnings represent accumulated profits and losses since incorporation date.

 

19.     Shareholders’ contribution

 

The Group

2024

2023

Shareholders’ contribution

850,000

850,000

 

 

 

The shareholders’ contribution represents contributions from the beneficiary owners to finance its operations.

 

This amount is unsecured, interest free and is repayable at the option of the Company.

 

20 .     Interest-bearing borrowings

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Non-current

Bank loans

24,102,384

20,758,531

-

-

Debt securities in issue

11,759,731

11,679,641

11,759,731

11,679,641

 

 

 

 

35,862,115

32,438,172

11,759,731

11,679,641

 

 

 

 

Current

Bank loans

1,213,213

828,848

-

-

Bank overdraft

307,462

126,596

-

-

 

 

 

 

1,520,675

955,444

-

-

 

 

 

 

37,382,790

33,393,616

11,759,731

11,679,641

 

 

 

 

 

Note :

 

Golden Care Limited has a bank overdraft of €181,113 (2023: €126,596) which bears interest at 4.00% (2023: 4.00%).

 

Plan Property Holdings Limited has a bank loan of €8,120,726 (2023: €8,846,799) which bears interest at 4.00% (2023: 4.00%). Except for the amount of €682,281 (2023: €646,072), the loan is not repayable within the next twelve months from the consolidated and separate statement of financial position date.

 

Plan C&T Services Limited has a bank loan of €13,906,344 (2023: €10,430,580) which bears interest at 4.50% (2023: 3.50%). Except for the amount of €530,932 (2023: €182,773), the loan is not repayable within the next twelve months from the consolidated and separate statement of financial position date.

 

Plan Developments Limited has a bank loan of €1,263,866 (2023: €910,000) which bears interest at 5.80% (2023: 4.65%). The loan is not repayable within the next twelve months from the consolidated and separate statement of financial position date.

 

Plan (Mosta) Limited has a bank loan of €2,024,661 (2023: €1,400,000) which bears interest at 4.25% (2023: 4.25%). The loan is not repayable within the next twelve months from the consolidated and separate statement of financial position date.

 

PGC Care Home Limited has a bank overdraft of €126,349 which bears interest at 4.00%.

 

The bank loans are secured by special and general hypothecs over the group’s assets and guarantees given by the shareholders.

 

Apart from the above bank borrowings, the Group has undrawn loan facilities amounting to €NIL (2023: €2,370,000).

 

 

Debt securities in issue

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Non-current

5.75% Secured Bonds 2028

11,759,731

11,679,641

11,759,731

11,679,641

 

 

 

 

 

By virtue of a prospectus dated 8 November 2023, PLAN GROUP P.L.C. (the issuer) issued €12,000,000 secured bonds with a face value of €100 each. The bonds have a coupon interest of 5.75% which is payable annually on 23 November of each year. The bonds are redeemable at par and are due for redemption on 23 November 2028, unless they are previously re-purchased. The bonds are guaranteed by Plan (BBG) Limited, which has bound itself for the payment of the bonds and interest thereon, pursuant to and subject to the terms and conditions in the Prospectus. The bonds have been admitted to the Stock exchange on 29 November 2023. The quoted market price as at 31 December 2024 for the bonds was €104.25 (2023: €101.00). In the opinion of the directors, this market price fairly represents the fair value of these financial liabilities.

 

The bonds are measured at the amount of the net proceeds adjusted for the amortisation of the difference between the net proceeds and the redemption value of such bonds, using the effective interest rate as follows:

 

The Group and Company

2024

Aug22-Dec23

Original face value of the bonds issued

12,000,000

12,000,000

 

 

Bond issue costs

(400,449)

(400,449)

Accumulated amortisation

160,180

80,090

 

 

Unamortised bond issue costs

(240,269)

(320,359)

 

 

Amortised costs and closing carrying amount of the debt securities in issues

11,759,731

11,679,641

 

 

 

 

 

 

 

 

 

21.     Trade and other payables

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Non-current

Amounts due to related parties (Note)

2,019,183

2,019,183

2,019,183

2,019,183

Other payables

433,333

394,867

-

-

 

 

 

 

 

 

 

 

2,452,516

2,414,050

2,019,183

2,019,183

 

 

 

 

 

Amounts due to related parties unsecured, interest free and are not repayable before twelve months from the date of the reporting year.

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Current

Trade payables

1,436,689

938,034

10,818

76,700

Other payables

500,196

299,000

3,610

-

Amounts due to related parties (Note)

474,507

19,586

-

-

Amounts due to shareholders (Note)

1,822,982

1,941,491

1,807,662

1,820,384

Accruals

1,351,182

3,857,978

129,512

80,261

 

 

 

 

 

 

 

 

5,585,556

7,056,089

1,951,602

1,977,345

 

 

 

 

 

Amounts due to related parties and shareholders are unsecured, interest free and are repayable on demand.

 

22.     Deferred taxation

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

At beginning of year

2,045,315

-

-

-

Credit to profit or loss (Note 8)

(267,306)

(359,343)

-

-

Charge to other comprehensive income

-

2,404,658

-

-

 

 

 

 

At end of year

1,778,009

2,045,315

-

-

 

 

 

 

 

Deferred tax is analysed as follows:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Net deferred tax asset at:

Unabsorbed capital allowances

(589,654)

(359,343)

-

-

Revaluation of right-of-use-assets

2,367,663

2,404,658

-

-

 

 

 

 

At end of year

1,778,009

2,045,315

-

-

 

 

 

 

 

23.     Current taxation

 

Income tax payable is made up as follows:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Balance at 1 January

(1,403)

51,714

1,741

-

Current tax charge for the year (Note 8)

163,206

530,935

12,200

1,741

Tax paid

(119,406)

(584,052)

(3,433)

-

 

 

 

 

Balance at 31 December

42,397

(1,403)

10,508

1,741

 

 

 

 

 

24.     Cash generated from/(used in) operations

 

Reconciliation of operating profit/(loss) to cash used in operations:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

(restated)

Operating profit/(loss)

1,209,344

3,727,022

44,068

(1,208)

 

Adjustment for:

Depreciation of property, plant and equipment (Notes 9)

1,665,321

421,142

1,592

-

Depreciation of right-of-use assets (Note 10)

212,701

107,003

-

-

Changes in working capital:

Inventories

(2,640,441)

(11,904,084)

-

-

Trade and other receivables

(357,682)

83,987

1,218,652

(1,268,652)

Trade and other payables

(1,848,569)

3,150,206

(13,021)

156,961

 

 

 

 

Cash generated from/(used in) operations

(1,759,326)

(4,414,724)

1,251,291

(1,112,899)

 

 

 

 

 

The Group’s principal non-cash transaction, during the year ended 31 -December 2024, related to the transfer of inventory to property, plant and equipment due to change in use amounting to €2,929,248.

 

25.     Cash and cash equivalents

 

For the purposes of the consolidated and separate statement of cash flows, the cash and cash equivalents at the end of the year comprise the following:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Cash at bank and in hand

1,063,962

1,589,833

63,475

3,068

Bank overdraft

(307,462)

(126,596)

-

-

 

 

 

 

Balance at 31 December

756,500

1,463,237

63,475

3,068

 

 

 

 

 

26.     Lease Liability

 

The Group

The Group

2024

2023

Maturity Analysis

Year 1

(174,468)

(174,007)

Year 2

(174,621)

(174,468)

Year 3

(174,440)

(174,621)

Year 4

(173,893)

(174,440)

Year 5

(172,947)

(173,893)

Onwards

8,644,559

8,471,612

 

 

7,774,190

7,600,183

 

 

 

Analysed as:

 

The Group

The Group

2024

2023

Non-current

7,637,690

7,470,183

Current

136,500

130,000

7,774,190

7,600,183

 

 

 

27.     Related party transactions and ultimate beneficiary owner

 

Year end balances due from or to shareholders and related parties are disclosed in notes 14 and 21 to these consolidated and separate financial statements. 

 

Amounts due from related parties

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Non-current

Amounts due from subsidiaries

-

-

11,624,854

10,659,328

Amounts due from other related parties

-

-

2,019,183

2,019,183

 

 

 

 

-

-

13,644,037

12,678,511

 

 

 

 

Current

Amounts due from subsidiaries

-

-

1,730,864

1,727,115

Amounts due from other related parties

4,286,592

3,964,020

-

-

 

 

 

 

4,286,592

3,964,020

1,730,864

1,727,115

 

 

 

 

 

Amounts due to related parties

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Non-current

Amounts due to associates

2,019,183

2,019,183

2,019,183

2,019,183

 

 

 

 

Current

Amounts due to other related parties

474,507

19,586

-

-

 

 

 

 

 

The Company also entered into related party transactions on an arm’s length basis with related parties. Transaction between the Group have been eliminated on consolidation. Transactions with related parties are also made on an arm’s length basis.

 

The following transactions were carried out with related parties:

 

The Group

The Group

The Company

The Company

2024

2023

2024

Aug22-Dec23

Sales of services

Related parties

-

-

177,500

225,000

 

 

 

 

 

 

 

 

Amount due to shareholders

Beginning of the year

1,941,491

271,782

1,820,384

-

Advances during the year

-

1,669,709

-

1,820,384

Payments during the year

(118,509)

-

(12,722)

-

 

 

 

 

1,822,982

1,941,491

1,807,662

1,820,384

 

 

 

 

Amount due to(from) related parties

Beginning of the year

(1,925,251)

1,285,935

(12,386,443)

-

Advances during the year

-

(3,211,186)

(969,095)

(12,386,443)

Payments during the year

132,349

-

-

-

 

 

 

 

(1,792,902)

(1,925,251)

(13,355,538)

(12,386,443)

 

 

 

 

Key management compensation

Directors’ fees

31,162

5,159

31,162

5,159

 

 

 

 

 

Shareholders’ contributions have been disclosed in note 19 whilst Investment in subsidiaries and associates have been disclosed in notes 11 and 12.

 

The ultimate controlling party of the Group is Mr Paul Attard.

 

28.     Financial risk management

 

Overview

 

The Group and the Company has an exposure to the following risks arising from the use of financial instruments within its activities:

 

Credit risk

Liquidity risk

Market risk

 

This note presents information about the Group’s and the Company’s exposure to each of the above risks, policies and processes for measuring and managing risk, and the Group’s and the Company’s management of capital. Further quantitative disclosures are included in these consolidated financial statements.

 

The responsibility for the management of risk is vested in the Board of Directors.  Accordingly, it is the Board of Directors who have the overall responsibility for establishing an appropriate risk management framework.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group and the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group and the Company’s trade and other receivables and cash and cash equivalents held at banks. The carrying amounts of financial assets represent the maximum credit exposure.

 

The Group and the Company assesses the credit quality of its customers by taking into account their financial standing, past experience, any payments made post reporting date and other factors, such as bank references and the customers’ financial position.

 

Management is responsible for the quality of the Group’s and the Company’s credit portfolios and has established credit processes involving delegated approval authorities and credit procedures, the objective of which is to build and maintain assets of high quality.

 

The Group’s and the Company’s policy is to deal only with credit worthy counterparties. The credit terms are generally 60 days. The Group and the Company regularly review the ageing analysis together with the credit limits per customer.

 

Impairment of Trade and other receivables and contract assets

 

To measure the expected credit losses, trade and other receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. Management considers the probability of default from such trade and other receivables and contract assets to be not material. In view of this, the amount calculated using the 12-month expected credit loss model is considered to be very insignificant. Therefore, based on the above, no loss allowance has been recognised by the Group and the Company.

 

Cash and cash equivalents

 

The cash and cash equivalents held with banks as at 31 December 2024 and 2023 are callable on demand and held with local financial institutions with high quality standing or rating. Management considers the probability of default from such banks to be insignificant. Therefore, based on the above, no loss allowance has been recognised by the Group and the Company.

 

Liquidity risk

 

Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations as they fall due.  The Group’s and the Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.  Generally, the Group and the Company ensures that it has sufficient cash on demand to meet expected operational expenditure, including the servicing of financial obligations. 

 

The table below analyses the Group and the Company’s financial liabilities into relevant maturity grouping based on the remaining period at the end of the reporting period to the contractual maturity date. Trade and other payables are all repayable within one year.


 

The Group

Less than 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

Carrying amount

As at

Total

31 December 2024

 

 

 

 

 

Interest-bearing borrowings

3,297,762

2,989,900

23,322,827

19,297,577

48,908,066

37,382,790

Trade and other payables

5,585,556

433,333

2,019,183

8,038,072

8,038,072

Current taxation

42,397

-

-

-

42,397

42,397

 

 

 

 

 

 

8,925,715

3,423,233

25,342,010

19,297,577

56,988,535

45,463,259

 

 

 

 

 

 

As at

Less than 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

Carrying amount

31 December 2023

Total

 

 

 

 

 

Interest-bearing borrowings

2,263,519

2,850,763

22,601,159

19,975,920

47,691,361

33,393,616

Trade and other payables

7,056,089

-

-

2,414,049

9,470,138

9,470,138

Current taxation

15,210

-

-

-

15,210

15,210

 

 

 

 

 

 

9,334,818

2,850,763

22,601,159

22,389,969

57,176,709

42,878,964

 

 

 

 

 

 

 

The Company

As at

Less than 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

Carrying amount

31 December 2024

Total

 

 

 

 

 

Interest-bearing borrowings

690,000

690,000

13,322,500

-

14,702,500

11,759,731

Trade and other payables

1,951,602

-

-

2,019,183

3,970,785

3,970,785

Current taxation

10,508

-

-

-

10,508

10,508

 

 

 

 

 

 

2,652,110

690,000

13,322,500

2,019,183

18,683,793

15,741,024

 

 

 

 

 

 

As at

Less than 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

Carrying amount

31 December 2023

Total

 

 

 

 

 

Interest-bearing borrowings

690,000

690,000

14,012,500

-

15,392,500

11,679,641

Trade and other payables

1,977,345

-

-

2,019,183

3,996,528

3,996,528

Current taxation

1,741

-

-

-

1,741

1,741

 

 

 

 

 

 

2,669,086

690,000

14,012,500

2,019,183

19,390,769

15,677,910

 

 

 

 

 

 


 

Market risk

 

Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates, will affect the fair value or future cash flows of a financial instrument.  The objective of market risk is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

 

The operating cash flows of the Group and the Company are influenced by changes in market interest rates.  Up to the statement of financial position date, the Group and the Company did not have any hedging arrangements with respect to the exposure of floating interest rate risk.  The Group and the Company is not exposed to foreign exchange risk since all operations are conducted locally in the Group and the Company’s functional currency.

 

Capital management

 

It is the policy of the Board of Directors to maintain an adequate capital base in order to sustain the future development of the business and safeguard the ability of the Group and the Company to continue as a going concern.  In this respect, the Board of Directors monitor the operations and results of the Group and the Company, and also monitor the level of dividends, if any, payable to the ordinary shareholders. The Group and the Company are not subject to externally imposed capital requirements.  There were no changes in the Group’s and the Company’s approach to capital management during the year.

 

Fair values

 

At 31 December 2024 and 2023 the carrying amounts of cash at bank, receivables, contract assets, payables and accrued expenses and short-term borrowings reflected in the consolidated and separate financial statements are reasonable estimates of fair value. The fair values of loans are not materially different from their carrying amounts.

 

29.     Post balance sheet events

 

There were no adjusting or significant non-adjusting events that have occurred between the end of the reporting year and at the date of authorisation by the Board of Directors .

 

30.     Comparative information

 

Certain comparative information has been reclassified to conform with the current year’s disclosure for the purpose of fairer presentation.

 

31.     Prior year adjustment

 

Property which was accounted for in 2023 as Investment Property has been restated to Buildings and Right-of-use assets, which in turn impacted depreciation for the year. Furthermore, costs which were previously capitalized were expensed during the year. A prior year adjustment is being passed to correctly reflect this transaction. 

 

The effect of the restatement on these financial statements is summarised below:

 

2023

2023

As originally reported

Adjustment

As restated

Statement of financial position

Property, plant and equipment

31,489,121

1,302,071

32,791,192

Right-of-use assets

6,981,923

6,870,450

13,852,373

Investment properties

8,621,460

(8,621,460)

-

Retained earnings

(3,911,946)

448,939

(3,463,007)

 

2023

2023

As originally reported

Adjustment

As restated

Statement of profit or loss and other comprehensive income

Administrative expenses

(2,151,173)

(179,219)

(2,330,392)

Finance costs

 

(577,464

(269,720)

(847,184)

 

 

 

 

Independent Auditor’s Report

 

To the Members of PLAN GROUP P.L.C.

 

Report on the Audit of the Consolidated Financial Statements

 

Opinion

 

I have audited the consolidated financial statements of PLAN GROUP P.L.C. (the “Company”) and its subsidiaries (collectively the “Group”), which comprise the consolidated and separate statement of financial position as at 31 December 2024, the consolidated and separate statement of profit or loss and other comprehensive income , the consolidated and separate statement of changes in equity and the consolidated and separate statement of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including a summary of significant accounting policies.

 

In my opinion, the accompanying consolidated and separate financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2024, and of its financial performance for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU IFRSs) and have been prepared in accordance with the requirements of the Companies Act (Cap. 386).

 

Basis for Opinion

 

I conducted my audit in accordance with International Standards on Auditing (ISAs). My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of my report. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

 

My opinion is consistent with my additional report to the audit committee.

 

I am independent of the Group and the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to my audit of the consolidated and separate financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the IESBA Code.

 

To the best of my knowledge and belief, I declare that non-audit services that I have provided to the Group and the Company are in accordance with the applicable law and regulations in Malta and that I have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281). The non-audit services that I have provided to the Group and the Company during the year ending 31 December 2024 are disclosed in note 3 to the financial statements.

 

Key Audit Matter

 

Key audit matters are those matters that, in my professional judgement, were of most significance in my audit of the financial statements of the current period. These matters were addressed in the context of my audit of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters. I have determined the matter described below to be the key audit matter to be communicated in my report.

 

Valuation and Impairment of Property, Plant and Equipment and Right-of-use assets

 

The Group’s property, plant and equipment amounting to €40,158,053 as disclosed in Note 9 and the Group’s Right-of-use assets comprises land for commercial use amounting to €13,639,672 as disclosed in Note 10 represents 55% of the Company's total assets as of 31 December 2024.  A full revaluation assessment was carried out on these properties in accordance with accounting policy 1(e) and 1(f). Full valuation reports or updated valuation assessments were obtained from third party qualified valuers for all of the Group’s properties, classified as either property, plant and equipment or right-of-use assets.

 

The valuation reports by the third-party valuers are based on both:

 

Information provided by the Group: and

 

Assumptions and valuation models used by the valuers, with assumptions being typically market related and based on professional judgement and market observation. The most significant judgements when adopting the income capitalisation approach relate to the projected cash flows, the discount rate, growth rates (including the capitalisation rate) and the projected date of recovery of the elderly health care sector.

 

 

The valuation of the Group’s property portfolio is inherently subjective due to, among other factors, the individual nature of each property, its location and the expected future returns. Due to the significance of this property, and the dependency of the Company on this asset, we have considered that this is a key audit matter.

 

How my audit addressed this key audit matter

 

My procedures in relation to the valuation of these properties included:

 

-

Reviewing the methodologies used by the external valuers and by management to estimate the fair value for these properties. I confirmed that the valuation approach for each property was suitable for use in determining the carrying value of properties as at 31 December 2024.

-

Testing the mathematical accuracy of the calculations derived from each model.

-

Assessing the key inputs in the calculations such as revenue growth and discount rate, by reference to management’s forecasts, rental agreements, data external to the Group and my own expertise.

-

Considering the appropriateness of the fair values estimated by the external valuers based on my knowledge of the industry.

-

Considering the potential impact of reasonably possible changes in the key assumptions underlying the valuations. I challenged the Company’s valuations to assess whether they fell within a reasonable range of the expectations developed. Management were able to provide explanations and refer to appropriate supporting evidence.

 

I have also assessed the relevance and adequacy of the disclosures relating to this property, plant and equipment and right-of-use assets in accounting policy notes 1(e) and 1(f) and in notes 9 and 10 to the financial statements.

 

Other Information

 

The directors are responsible for the other information. The other information comprises the Directors’ Report and the Statement of Compliance with the Principles of Good Corporate Governance. My opinion on the consolidated and separate financial statements does not cover this information, including the Directors’ Report and the Statement of Compliance with the Principles of Good Corporate. In connection with my audit of the consolidated and separate financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or my knowledge obtained in the audit, or otherwise appears to be materially misstated.

 

With respect to the Directors’ Report, I also considered whether the Directors’ Report includes the disclosures required by Article 177 of the Maltese Companies Act (Cap. 386). Based on the work I have performed, in my opinion:

 

the information given in the directors’ report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements; and

 

the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.386).

 

 

In addition, in light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, I am required to report if I have identified material misstatements in the directors’ report. I have nothing to report in this regard.

 

Responsibilities of the Board of Directors

 

The Board of Directors are responsible for the preparation of the consolidated and separate financial statements that give a true and fair view in accordance with EU IFRSs, and for such internal control as the Board of Directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.

 

The directors have delegated the responsibility for overseeing the Group’s and the Company’s financial reporting process to the Audit Committee.

 

Auditor’s Responsibilities for the Audit of the consolidated and separate Financial Statements

 

My objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

 

As part of an audit in accordance with ISAs, I exercise professional judgment and maintain professional scepticism throughout the audit. I also:

 

Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

 

Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of the group audit. I remain solely responsible for my audit opinion.

 

 

I communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

 

I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.

 

From the matters communicated with the Audit Committee, I determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. I describe these matters in my auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

 

Report on Other Legal and Regulatory Requirements

 

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Market Rule 5.55.6

 

I have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of The PLAN GROUP P.L.C. for the year ended 31 December 2024, entirely prepared in a single electronic reporting format.

 

Responsibilities of the directors

 

The directors are responsible for the preparation of the annual financial report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

 

My responsibilities

 

My responsibility is to obtain reasonable assurance about whether the annual financial report including the consolidated financial statements and the relevant electronic tagging therein comply in all material respects with the ESEF RTS based on the evidence I have obtained. I conducted my reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

 

My procedures included:

 

-

Obtaining an understanding of the entity’s financial reporting process, including the preparation of the annual financial report, in accordance with the requirements of the ESEF RTS.

-

Obtaining the annual financial report and performing validations to determine whether the annual financial report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

-

Examining the information in the annual financial report to determine whether all the required tagging therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.

 

I believe that the evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

 

Opinion

 

In my opinion, the annual financial report for the year ended 31 December 2024 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

 

Report on Corporate Governance Statement of Compliance

 

Statement by the directors on compliance with the Code of Principles of Good Corporate Governance

 

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles.

 

My responsibilities

 

I am required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, I have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.

 

I am required to assess whether the Statements of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.

 

I am not required to, and I do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.

 

My reporting

 

In my opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Market Rules issued by the Malta Financial Services Authority.

 

I have nothing to report to you with respect of the other responsibilities as explicitly stated within the Other information section.

 

Report on other matters which I am required to report by exception

 

Under the Maltese Companies Act (Cap. 386) I am also required to report to you if, in my opinion:

 

I have not received all the information and explanations I require for my audit.

 

Adequate accounting records have not been kept, or that returns adequate for my audit have not been received from branches not visited by me.

 

The consolidated and separate financial statements are not in agreement with the accounting records and returns.

 

 

Under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary.

 

I have nothing to report to you in respect of these responsibilities

 

Other matter – use of this report

 

My report, including the opinions, has been prepared for and only for the Group’s and the Company’s members as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. I do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by my prior written consent.

 

Appointment

 

I was first appointed as auditor of the Group and the Company for the financial period ended 31 December 2024.

 

 

 

 

Paul Mifsud

Certified Public Accountant

 

 

14,

Triq l-Isqof Pace,

Mellieha  MLH 1067

Malta

 

28 April 2025