Annual Report and Consolidated Financial Statements
31 December 2024
Contents
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
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
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:
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:
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:
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
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:
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.
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).
The accounting policies and explanatory notes form an integral part of the consolidated and separate financial statements.
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. |
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9.
The Group
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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
Depreciation charge of €1,592 (2023: €NIL) is included in administrative expenses.
10 . Right-of-use assets
The Group
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
11. Investments in subsidiaries
The subsidiaries, all of which are unlisted at 31 December are shown below:
12. Investments in associates
The associate which is unlisted at 31 December is shown below:
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.
13. Inventories
14. Trade and other receivables
Notes:
15. Share capital
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 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
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
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
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:
21. Trade and other payables
Amounts due to related parties unsecured, interest free and are not repayable before twelve months from the date of the reporting year.
Amounts due to related parties and shareholders are unsecured, interest free and are repayable on demand.
22. Deferred taxation
Deferred tax is analysed as follows:
23. Current taxation
Income tax payable is made up as follows:
24. Cash generated from/(used in) operations
Reconciliation of operating profit/(loss) to cash used in operations:
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:
26. Lease Liability
Analysed as:
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
Amounts due to related parties
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:
Shareholders’ contributions have been disclosed in note 19 whilst Investment in subsidiaries and associates have been disclosed in notes 11 and 12.
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:
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
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
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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
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:
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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:
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:
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:
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:
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:
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:
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
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