Company Registration No.: C
82218
Annual Report and Consolidated Financial Statements
for the year ended
31 December 2022
Contents
Page
Chairman’s Statement
1 - 2
Directors' Report 3 - 10
Corporate Governance - Statement of Compliance 11 - 19
Independent Auditor's Report 20 - 28
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
29 - 30
Consolidated Statement of Financial Position 31 - 32
Consolidated Statement of Changes in Equity 33 - 35
Consolidated Statement of Cash Flows 36 - 37
Notes to the Consolidated Financial Statements
38 - 99
1
Stivala Group Finance p.l.c.
Chairman’s Statement
for the year ended 31 December 2022
Dear Shareholders and Stakeholders,
I am very happy to present our annual report for the fiscal year 2022. Over the past year, we have faced
many challenges, but we have achieved significant progress through hard work and determination. We
are excited to share with you this annual report. De
spite our obstacles, we remained committed to
providing our clients affordable and quality services.
Tourism Outlook
As we are all aware, the COVID-
19 pandemic has severely impacted the tourism industry in Europe.
However, we are optimistic about the future of tourism for the foreseeable future. According to industry
experts, the tourism sector is expected to experience
robust growth, and we anticipate a surge in demand
for tourism-related products and services.
At Stivala Group, we have been closely monitoring the tourism market and have made strategic decisions
to position ourselves for the anticipated upturn. We are confident that our upcoming projects will be well-
received by the market, and we will be able to capitalise on this. The Strategic Plan for Tourism focuses
on
higher-quality tourism markets.
Stivala will respond to this by providing better quality tourism products
to ensure we synchronise with this vision.
New Exciting Projects
After our success with the projects we have completed, we are thrilled to announce several new projects
in
the pipeline. We are finalising the plans for residential projects in Msida and Mosta.
We will also soon
launch the ST Tower, a modern and luxurious commercial property providing state-of-the-
art facilities to
our clients. The tower will offer 15 floors
of offices, a cafeteria and an outstanding rooftop restaurant
overlooking the Marsamxett Harbour.
This tower will be an excellent addition to our property portfolio
and significantly boost our revenue stream.
We are also proud to announce that the constr
uction of Alavits Hotel in Gzira is set to be completed in
June 2023. This hotel is expected to furtherance the hospitality industry, offering exceptional services and
amenities to guests. We are confident that Alavits Hotel will become a leading destinati
on for travellers
seeking affordable quality accommodation.
Furthermore, we are excited to share that we are replacing Blubay Suites Apartments with the
construction of a new Novotel Hotel with over 300 bedrooms, which is expected to be completed in Q2 of
2025. Given the growing demand for affordable, high-
quality hotel accommodations, we anticipate the
market will receive this project well.
The Chalet Project
We are thrilled to have been the sole bidder for The Chalet project, a legacy project which will complement
our portfolio.
The plans that have been submitted not only respect the conditions of the tender but will
also place back on the map the landmark building which was lost.
We will provide a project that respects
the past but, at the same time, will challenge the capabiliti
es of the workmanship. This project will be an
exciting and challenging venture for our company and a luxurious destination for the tourism industry.
We are excited to work with new partners to bring it to fruition.
2
Stivala Group Finance p.l.c.
Chairman’s Statement
for the year ended 31 December 2022
Occupancy Rates
I am pleased to report that Our portfolio of office space has achieved an average occupancy of 95% during
2022, which is a testament to the high-
quality services we provide to our clients. Despite the challenging
economic climate, we have remained committed to delivering exceptional services and will continue to
do
so in the coming years.
In conclusion, I want to thank all our employees, partners, and customers for their continued support. We
remain committed to providing high-quality services and real estate, and we are confident that our
upcoming projects will position us as a leading player in the tourism industry.
Sincerely,
Mr. Ivan Stivala
Chairman, Stivala Group
3
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
The Board of Directors are hereby presenting their annual report together with the audited financial
statements of the Group and the Company for the year ended 31 December 2022.
The principal activities of the Group relate to the property letting, development and hospitality. The
Group owns and leases a number of commercial, r
esidential and office properties. These include
apartments and various hotels namely Bayview Hotel, Blubay Apartments, Blubay Suites, Sliema Hotel
and Azur Hotel, majority of which are situated in Gzira and Sliema.
Review of business
The Company registered a profit before tax of €31,419,896 during the year ended 31 December 2022 (2021:
loss before tax of €21,182,263).
The Group registered a consolidated profit before tax of €27,035,170 during the year ended 31 December
2022 (2021: €4,395,177).
Given the Group’s and Company’s financing structure and the positive net assets position of the Group
and the Company at the end of the financial year, the Directors consider the Group’s and Company’s
state
of affairs as at the close of the financial year to be satisfactory.
Performance
The Company's revenue amounting to €33,946,032 (2021: €41,142,087) is derived from dividends
receivable from its subsidiary. The major cost of the Company is the bond interest payable amounting to
€2,347,500 (2021: €2,347,500). The Company registered a profit after taxation of €31,425,337 (2021: loss
after taxation of €20,380,454) and as at year end, its total equity amounted to net asset of €674,090 (2021:
net liability of €18,751,247).
The Group's revenue for the year amounts to €28,843,005 (2021: €15,065,293). The main revenue streams
of
the group are hospitality and rental income. The rental income is slightly higher compared with prior
year
while a significant 191% increase was noted for the hospitality industry due to lifting of covid-
19
restrictions. After deducting the main expenses being the cost of sales and distribution costs related to
hospitality as well as administrative expense
s, the Group registered an operating profit of €14,212,498
(2021: incurred an operating loss of €1,178,984).
On the other hand, the increase in the Group's total comprehensive income for the year is primarily due to
increasing change in fair value of investment property and property, plant and equipment.
In prior year, the directors assessed the valuation of their properties at year end as part of the annual
reassessment based on the market values of similar properties around the area. In current year, the Group
commissioned RS Design Associates to carry o
ut a valuation exercise of the properties owned by the
Group which are pledged to secure borrowings. This has resulted in the reporting of a change in fair
value
of investment property and property plant and equipment of €8,389,602 and €4,381,777, net of deferred
tax in the statement of profit or loss and other comprehensive income, respectively. The directors
assessed
that the fair values of the remaining properties approximate their carrying amounts.
4
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
The Bond Issue
By virtue of the prospectus dated 25 September 2017 and 18 July 2019, the Company issued 45,000,000 4%
secured bonds with a face value of €100 each, redeemable at par on 18 October 2027 and 15,000,000 3.65%
secured bonds with a face value of €100 each, red
eemable at par on 29 July 2029, respectively. The funds
received were intended for further purchase and development of its properties, in line with the Group's
vision of continuous business expansion.
Principal risks and uncertainties
The Directors are aware of the various risks faced by the Group as a result of its diversified business lines
primarily on hospitality and property development and letting. A number of measures are in place to
ensure that such risks and uncertainties are m
aintained at acceptable levels and are in line with the
Group’s risk strategy of sustainable, long-term growth and profitability.
The key risks faced by the group include credit risk, strategic risk, operational risk, liquidity risk and
legislative risks.
Together with other risks and uncertainties inherent in the business, these require strong
capital management as safeguard against competent authority requirements and unfavourable events.
Given such, the Group regularly reviews operational and capital ta
rgets against actual and forecast
business levels to minimise such risks if necessary, to the most considerable level possible in the interest
of
institutional stakeholders.
The main types of risk types are outlined hereunder:
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss.
The Group is exposed to credit risk from its operating
activities and from its financing activities including deposits with banks.
Customer credit risk is managed by the Group's management subject to the Group's established policy,
procedures and control relating to customer credit risk management.
Credit quality of a customer is
assessed based on each customer's credit limits.
Outstanding customer receivables are regularly
monitored. An impairment analysis is performed on each reporting date in accordance with the
guidelines set in IFRS 9 Financial Instruments Standard. The Group exercises a prudent credi
t control
policy, and accordingly, it is not subject to any significant exposure or concentration of credit risk. The
Group banks only with local financial institutions with high quality standard or rating. The Group's
operations are principally carried ou
t in Malta and most of the Group's revenue originates from clients
based in Malta.
Strategic risk
This risk relates to the value of Group's assets and local property market in general.
The Group has strict guidelines and engages competent professionals on quality and valuation of its
investment properties and property, plant and equipment. The Group's properties are rented out to
various tenants, except for those sites where development
is in progress. The Group currently has lease
agreements with in-substance fixed rental receivables in place after the non-cancellable period, which
will
protect the Group from unforeseen circumstances and inflation. The Group ensures to implement sound
capital management policies and flexible cash flow as disclosed below under liquidity risk, to mitigate
such risk.
5
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
Operational risk
Operational risk maybe defined as the risk of losses arising from defects or failures in its internal
processes, people, systems or external events including risks related to fraud, technological and conduct
risk.
Operational risk is inherent in all processes, systems and activities of the Group. As such, all employees
are responsible for managing and controlling operational risks associated with their own activities and
business processes where they are involved. T
he Group, in terms of operational risk management and
control, continues to identify, evaluate and mitigate such risks, regardless if these actually occurred or
not.
The Group also assesses at each reporting date (unless immediate evaluation is necessary) areas of
concern
for improvement to minimise such operational risks, arising due to the volatile results of each year's
operations.
Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial
liabilities. Prudent liquidity risk management includes maintaining sufficient cash and committed credit
lines to ensure the availability of an adequate amount of funding to meet the Group's obligations.
The Group is heavily dependent on the operations of the hotels it owns and the rental market. It regularly
reviews the financial performance of its revenue streams in order to ensure that there is sufficient
liquidity
to sustain its operations. Cost cut practices have also been continuously implemented.
Legislative risks
The Group is governed by a number of laws and regulations. Failure to comply could have financial and
reputational implications and could
materially affect the group's ability to operate. The Group has
embedded operating policies and procedures to ensure compliance with existing legislation.
The Group may also be subject to reputation and litigation risk as a result of its course of actions and
operations. This may pose significant effect on the Group’s and the various stakeholders’ wellbeing, if
ignored. The Board of Directors exercises the h
ighest levels of ethical behaviour possible through a
number of appropriate policies, procedures and controls, implemented on its day to day operations.
The hotel industry globally is marked by strong and increasing consolidation and many of the Group’s
current and potential competitors may thus have bigger name recognition, larger customer bases and
greater financial and other resources than the companies within the Group. In response to this, the Group
and the Company's hotels have undergone renovations that would cater the taste of the majority, still
being offerred at the most affordable cost.
Financial risk management and exposures
Note 31 Financial Risk Management to these financial statements provide details in connection with the
Company’s use of
financial instruments, its financial risk management objectives and policies and the
financial risks to which it is exposed.
6
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
Events after reporting period
All events occuring after the balance sheet date until the date of authorisation for issue of these financial
statements and that are relevant for valuation and measurement as at 31 December 2022 for the Group
and the Company are included in these consolidated financial statements.
As we progress through 2023, certain events which might have the potential of impacting the results of
the
Company are possible repercussions from the war in Ukraine on the European and, more generally, on
the
world economy as well as rising inflation and stock market uncertainty. Other concerns could arise from
another pandemic flareup although the latter is considered unlikely in the short term as
vaccinations have
been administered on a large scale global
ly. Post the end of the reporting date however, as
aforementioned, the potential risks to the performance of any company is from high inflation witnessed
in
the last few months which has forced many major central banks to increases interest rates as a counter-
measure for inflation.
So far, Malta has been well shielded from increases in fuel and utility prices, though the Government has
hinted that this may not be sustainable in the longer term. Should the government halt its subsidies on
energy and other assistance to industry in general, this could lead to further price increases and possibly
a
reduction in disposable income, and which in-turn would adversely influence the propensity to save.
The Directors are closely monitoring the possible im
pact on its operations and financial performance and
are committed to take all necessary steps to mitigate the impact. This has no impact on the financial
statements of the Company as at date of approval. We are not otherwise aware of any further events that
could possibly have an effect on the operations of the Company.
Future developments
Despite the economic uncertainties caused by high inflation and higher interest rates, the Group started
2022 with an upward trend on its hospitality revenue exceeding its budgets by approximately 100% while
the property letting/development sector continues to operate normally.
The strong upturn in 2022 proved that the customers continue to trust the Group. In the meantime the
Group is committed to continue investing in the tourism, accommodation and residential sector with
various projects. Such projects
include the newly built Alavits Hotel in Gzira which will be opened in mid
2023, ST Tower which will house 15 floors of offices, a cafeteria and a rooftop restaurant. The Group will
be also introducing the first Novotel Hotel in Malta, which will be a 4 star 300 room hotel which is
expected to be opened in Q2 2025. The Group remains to have an optimistic outlook for 2023.
Dividends and Reserves
The results for the year are set in the Consolidated Statement of Comprehensive Income on page 29 and
30.
The Board of Directors paid a dividend of €12,000,000 (2021: Nil), net of taxation. Retained profits carried
forward at the reporting date amounted t
o €11,211,356 (2021: €5,293,934) for the Group and retained
earnings of €419,090 (2021: accumulated losses of €19,006,247) for the Company.
7
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
Directors
The Directors of the Company since the beginning of the year up to the date of this report were:
Mr. Ivan Stivala - Chairman and Executive Director
Mr. Michael Stivala - CEO and Executive Director
Mr. Martin John Stivala - Executive Director
Dr. Ann Marie Agius - Non-Executive Director
Mr. Francis Gouder - Non-Executive Director
Mr. Jean Paul Debono - Non-Executive Director
Company Secretary
Ms. Antoinette Scerri
Remuneration committee and corporate governance
During the period under review, the functions of the Remuneration Committee were carried out by the
Board of Directors in view of the fact that the remuneration of Directors is not performance related.
Statement of Directors’ Responsibilities for the financial statements
The Directors are required by the Maltese Companies Act, 1995 (Cap.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 as at the end of each reporting period and of the profit
or loss for that period.
In preparing such financial statements, the Directors are responsible for:
-
ensuring that the financial statements have been drawn up in accordance with International Financial
Reporting Standards as adopted by the EU;
-
selecting and applying consistently appropriate accounting policies;
-
making accounting estimates that are reasonable in the circumstances; and
-
ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate
to presume that the Company will continue in business as a going concern.
The Directors are also responsible for designing, implementing and maintaining internal control as
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error, and that comply with the Maltese Companies Act, 1995 (Cap. 386). They
are also responsible for safeguarding the assets of the Group and the parent Company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements of Stivala Group Finance p.l.c. for the year ended 31 December 2022 are included
in the Annual Report 2022, which is published in hard-
copy printed form and is available on the
Company’s website.The Directors are responsible for the maintenance and
integrity of the Annual Report
on the website in view of their responsibility for the controls over, and the security of, the website. Access
to information published on the Company’s website is available in other countries and jurisdictions,
where
legisla
tion governing the preparation and dissemination of financial statements may differ from
requirements or practice in Malta.
8
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
Additionally, the directors are responsible for:
- the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in
accordance with the requirements of ESEF RTS,
-
designing, implementin, and maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material non-
compliance with the requirements of the ESEF RTS,
whether due to fraud or error, and consequently, for ensuring the accurate transfer of the information in
the Annual Financial Report into a single electronic reporting format.
Statement of responsibility pursuant to the Capital Market Rules issued by Malta Financial Services
Authority
The Directors confirm that in accordance with the Capital Market Rules, to the best of their knowledge:
- the financial statements give a true and fair view of the financial position of the Group and the Company
as at 31 December 2022, and of the financial performance and the cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the European Union; and
- the Directors' Report includes a fair review of the performance of the business and the financial position
of the issuer and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that the Group and the Company face.
Shareholder register information pursuant to Capital Market Rule 5.64
- Structure of Capital
The Company has an authorised share capital of €500,000 Ordinary Shares of €1 each and issued and fully
paid up share capital of €255,000 with a nominal value of €1 each. Each Ordina
ry Share is entitled to one
vote. The Ordinary Shares in the Company shall rank pari passu for all intents and purposes at law.
There are currently no different classes of Ordinary Shares in the Company and accordingly all Ordinary
Shares have the same rights, voting rights and entitlements in connection with any distribution whether
of
dividends or capital.
9
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
- Appointment and removal of Directors
Article 55.1A of the Company’s Memorandum and Articles of Association states that a shareholder
holding not less than 25% of the issued share capital of the Company having voting rights or a number of
shareholders who between them hold not less than 25% of the issued share capital of the Company
having
voting rights ("a qualifying shareholder") shall be entitled to appoint (1) director for every such
qualifying
shareholding, by letter addressed to the Company. Any shareholder who does not qualify to appoint
directors in terms of the provisions of paragraph (a) of this sub-
article 55.1, and who has not aggregated
his holdings with those of other shareholders for the purposes of appointing a director(s) pursuant
thereto
shall be entitled to participate and vote in an election of directors to take place once in every year at the
Annual General Meeting of the Company.
The Chairman shall be appointed by the
directors at their first meeting following the annual general
meeting in each year, save for the first chairman who shall retain the post of chairman until such time as
he resigns or is earlier removed in accordance with the provisions of the articles reg
ulating the removal of
directors.
Any director may be removed at any time by the Company in general meeting. The director who is to be
removed shall be given opportunity of making representations to the general meeting at which a
resolution for his removal is to be taken.
- Powers of Directors
Subject to applicable provisions of the Articles, the directors may exercise all the powers of the Company
to borrow money and to hypothecate or charge its undertaking, property and uncalled capital or any part
thereof, and to issue equity securitie
s and debt securities on such terms, in such manner and for such
consideration as they think fit, whether outright or as security for any debt, liability or obligation of the
Company or of any third party. Provided that the members in general meeting may, from time to time,
restrict and limit the aforesaid powers of the directors, in such manner as they may deem appropriate.
- General Meetings
Subject to the provisions of the Act, the Company shall in each year hold an annual general meeting at
such time and place as the directors shall appoint. All general meetings other than the annual general
meetings shall be called extraordinary general mee
tings. The Directors may convene an extraordinary
general meeting whenever they think fit. Extraordinary general meetings may also be convened on such
requisition, or in default, may be convened by such requisitionists, as provided by the Act. If at any ti
me,
there are not in Malta sufficient directors capable of acting to form a quorum, any director, or any two
members of the Company, may convene an extraordinary general meeting in the same manner, as nearly
as possible, as that in which meetings may be convened by the Directors.
A general meeting of the Company shall be deemed not to have been duly convened unless at least 14
(fourteen) days notice has been given in writing, to all those
members entitled to received such notice. The
notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which
it was given, and shall specify the place, the day and the hour of the meeting, and in case of extraord
inary
business or special business, the general nature of the business, and shall be accompanied by a statement
regarding the effect and scope of any proposed resolution in respect of such extraordinary business.
10
Stivala Group Finance p.l.c.
Directors' Report
for the year ended 31 December 2022
- Auditors
Pursuant to the Company’s statutory obligations in terms of Companies Act and Capital Market Rules, the
appointment of the auditors and the authorisation of the Directors to set their remuneration will be
proposed and approved at the Company’s AGM. HLB CA
Falzon have expressed their willingness to
continue in office.
These financial statements were approved for issue by the Board of Directors on 27 April 2023 and
signed on its behalf by Mr. Michael Stivala (CEO) and Mr. Martin John Stivala (Director) as per the
Directors’ Declaration on ESEF Annual Financial Reports submitted in conjunction with the Annual
Financial Report 2022.
Stivala Group Finance p.l.c.
11
Corporate Governance Statement
for the year ended 31 December 2022
Introduction
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority (the “Rules“),
Stivala Group Finance p.l.c. (“the Company”) should endeavour to adopt the Code of Principles of Good
Corporate Governance contained in Appendix 5.1 to Ch
apter 5 of the Rules (“the Code”) and accordingly,
in terms of Rule 5.94, the Company is hereby reporting on the extent of its adoption of the Code, with
respect to the financial year under review.
The Company became subject to the principles when its bon
ds were admitted to capital market and
subsequent trading on the Malta Stock Exchange.
Accordingly this report of the Company on this matter
covers the whole year.
The Company acknowledges that although the Code does not dictate or prescribe mandatory rules,
compliance with the principles of good corporate governance recommended in the Code is in the best
interests of the Company, its shareholders and other stakeholders.
The Company has only issued debt securities which have been admitted to trading on the Malta Stock
Exchange, and accordingly, in terms of Rule 5.101, is exempt from reporting on the matters prescribed in
Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.7 in this corporate governance statement (the "Statement”). It is in
the
light of this exemption afforded to the Company by virtue of Rule 5.101, that the directors of the
Company
are herein reporting on the corporate governance of the Company.
General
Good corporate governance is the responsibility of the Board of Directors of the Company (“the Board”) as
a whole, and has been and remains a priority for the Company. In deciding on the most appropriate
manner in which to implement the Code, the Board took cognisance of the Company’s size, nature and
operations, and formulated the view that the adoption of certain mechanisms and structures which may
be
suitable for companies with extensive operations may not be appropriate for the Company. The
limitations of size and scope of operations inevitably impact on the structures required to implement the
Code, without however diluting the effectiveness thereof.
The Board considers that, to the extent otherwise disclosed herein, the Company has generally been in
compliance with the Principles throughout the year under review.
This Statement shall now set out the structures and processes in place within the Company and how these
effectively achieve the goals set out in the Code for the year under review. For this purpose, this
Statement
will make reference to the pertinent principles of the Code and then set out the manner in which the
Board
considers that these have been adhered to.
For the avoidance of doubt, reference in this Statement to compliance with the principles of the Code
means compliance with the Code’s main principles and the Code provisions.
Compliance with the Code
The Directors believe that for the financial year under review the Company has generally complied with
the requirements for each of these principles. Further information in this respect is provided hereunder.
Stivala Group Finance p.l.c.
12
Corporate Governance Statement
for the year ended 31 December 2022
Principle One - The Board
The Directors report that for the financial year under review, the Directors have provided the necessary
leadership in the overall direction of the Company and have performed their responsibilities for the
efficient and smooth running of the Company with h
onesty, competence and integrity. The Board is
composed of members who are competent and proper to direct the business of the Company with
honesty,
competence and integrity. All the members of the Board are fully aware of, and conversant with, the
statutory and regulatory requirements connected to the business of the Company. The Board is
accountable for its performance and that of its delegates to shareholders and other relevant stakeholders.
The Board has throughout the period under review provided the necessary leadership in the overall
direction of the Company, and has adopted prudent and effective systems which ensure an open dialogue
between the Board and Senior Management.
The Company has a structure that ensures a mix of Executive and Non-Executive Directors and that
enables the Board to have direct information about the Company’s performance and business activities.
Principle Two - Chairman and CEO
The position of the Chairman and that of the CEO are occupied by different individuals. There is a clear
division of responsibilities between the running of the Board and the CEO's responsibility in managing
the
Group's business. This separation of roles of the Chairman and CEO avoids concentration
of authority and
power in one individual and differentiates leadership of the Board from the running of the business.
The role of Chairman exercises independent judgement and is responsible to lead the Board and set its
agenda, whilst also ensuring that the Directors receive precise, timely and objective information so that
they can take sound decisions and effectively mo
nitor the performance of the Company. The Chairman is
also responsible for ensuring effective communication with shareholders and encouraging active
engagement by all members of the Board for discussion of complex or contentious issues. The Board
believes that these functions have been conducted in compliance with the dictates of Code provision 2.2.
The role of CEO is then accountable to the Board for all business operations of the Company.
Principle Three - Composition of the Board
The Board is composed of 6 members, with 3 Executive and 3 Non-Executive Directors. The Board is
responsible for the overall long term strategy and general policies of the Company, of monitoring the
Company’s systems of control and financial reporting and that it communicates effectively with the market
as and when necessary.
The CEO provides the rest of the Directors with access to the information on the Company’s financial
position and systems.
He acts as the main point of communication between the Board and overall
corporate operations as he is responsible for proper impleme
ntation of sustainable business solutions,
effective framework of internal controls over risk in relation to the business and strategic goals devised by
the Board.
The Board of Directors consists of the following:
Mr. Ivan Stivala - Chairman and Executive Director
Mr. Michael Stivala - CEO and Executive Director
Mr. Martin John Stivala - Executive Director
Dr. Ann Marie Agius - Non-Executive Director
Mr. Francis Gouder - Non-Executive Director
Mr. Jean Paul Debono - Non-Executive Director
Stivala Group Finance p.l.c.
13
Corporate Governance Statement
for the year ended 31 December 2022
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors
to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is
made by the Board to fill a casual vacancy, whic
h appointment would be valid until the conclusion of the
next annual general meeting ("AGM") of the Company following such an appointment.
In terms of the
Articles of Association, a director shall hold office for a period of one (1) year from the date of
a
ppointment. Provided that no appointment may be made for a period exceeding three (3) years.
Notwithstanding the period for which a director has been appointed, on the lapse of such period, a
director will be eligible for re-appointment. Dr. Ann Marie Agiu
s, Mr. Francis Gouder and Mr. Jean Paul
Debono are considered by the Board to be independent non-executive members of the Board, in that they
have no involvement or relationship with the Company or with the majority shareholders.
None of the independent Non-Executive Directors:
a)
b)
c)
d)
e)
f)
are or have been employed in any capacity with the Company and/or the Group;
have or had a significant business relationship with the Company and/or the Group;
has received or receives significant additional remuneration from the Company and/or the
Group;
has close family ties with any of the Company’s executive Directors or senior employees;
has served on the board for more than twelve consecutive years; or
is or has been within the last three years an engagement partner or a member of the audit team
of the present or former external auditor of the Company and/or the Group.
Each Non-Executive Director has declared in writing to the Board that he/she undertakes:
a)
b)
c)
to maintain in all circumstances his independence of analysis, decision and action;not to seek or
accept any unreasonable advantages that could be considered as compromising his/her
independence; and
to clearly express his/her opposition in the event that he finds that a decision of the Board may
harm the Company.
Principle Four - The Responsibilities of the Board
The Board acknowledges its statutory mandate to conduct the administration and management of the
Company.
The Board, in fulfilling this mandate and discharging its duty of stewardship of the Company,
assumes responsibility for the Company’s strategy and de
cisions with respect to the issue, servicing and
redemption of its bonds in issue, and for monitoring that its operations are in conformity with its
commitments towards bondholders, shareholders, and all relevant laws and regulations. The Board is
also
res
ponsible for ensuring that the Company establishes and operates effective internal control and
management information systems and that it communicates effectively with the market.
The Executive Officers of the Company may be asked to attend board meetings
or general meetings of the
Company, although they do not have the right to vote thereat until such time as they are also appointed to
the Board. The rest of the Directors may entrust to and confer upon the CEO any of the powers
exercisable
by them upon such terms and conditions and with such restrictions as they may think fit, and either
collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw,
alter or vary all or any of such powers.
Stivala Group Finance p.l.c.
14
Corporate Governance Statement
for the year ended 31 December 2022
In fulfilling its mandate, the Board:
a)
b)
c)
d)
e)
f)
has a clearly-defined Company strategy, policies, management performance criteria and
business policies which can be measured in a precise and tangible manner;
has established a clear internal and external reporting system so that the Board has continuous
access to accurate, relevant and timely information such that the Board can discharge its
duties,
exercise objective judgment on corporate affairs and take pertinent decisions to ensure that an
informed assessment can be made of all issues facing the board;
establishes an Audit Committee in terms of Capital Market Rules 5.117 – 5.134;
continuously assesses and monitors the Company`s present and future operations,
opportunities, threats and risks in the external environment and current and future strengths
and weaknesses;
evaluates management’s implementation of corporate strategy and financial objectives, and
regularly reviews the strategy, processes and policies adopted for implementation using key
performance indicators so that corrective measures can be taken to address any deficiencies
and ensure the future sustainability of the Company; and
ensures that the Company has appropriate policies and procedures in place to assure that the
Company and its employees maintain the highest standards of corporate conduct, including
compliance with applicable laws, regulations, business and ethical standards.
As part of succession planning, the Board ensure that the Company implements appropriate schemes to
recruit, retain and motivate employees and Senior Management. Directors are entitled to seek independent
professional advice at any time on any aspect of their duties and responsibilities, at the Company’s
expense.
The Audit Committee
The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing
with issues of risk, control and governance; and review the financial reporting processes, financial policies
and internal control structure. During the financial year under review, the Audit Committee met 5 times.
Although the Audit Committee is set up at the level of the Company its main tasks are also related to the
activities of the subsidiary, sub- subsidiaries and operational companies.
The Board has set formal terms of establishment and the terms of reference
of the Audit Committee that
establish its composition, role and function, the parameters of its remit as well as the basis for the
processes
that it is required to comply with. The Audit Committee is a sub-
committee of the Board and is directly
responsibl
e and accountable to the Board. The Board reserves the right to change these terms of reference
from time to time.
Furthermore, the Audit Committee has the role and function of scrutinising and evaluating any proposed
transaction to be entered into by the Company and a related party, to ensure that the execution of any
such
transaction was at arm’s length and on a commercial basis and ultimately in the best interests of the
Company.
The Audit Committee is composed of 3 independent, Non-Executive Directors:
•
Mr. Francis Gouder – Chairman of Audit Committee and Member
•
Dr. Ann Marie Agius – Member
•
Mr. Jean Paul Debono – Member
Stivala Group Finance p.l.c.
15
Corporate Governance Statement
for the year ended 31 December 2022
Principle Five - Board meetings
The Directors meet regularly to dispatch the business of the Company. The Directors are notified of
forthcoming meetings by the Company Secretary with the issue of an agenda and supporting board
papers, which are circulated in advance of the meeting. Minut
es are prepared during Board meetings
recording faithfully attendance, and resolutions taken at the meeting. These minutes are subsequently
circulated to all Directors as soon as practicable after the meeting.
The Chairman ensures that all relevant
issues
are on the agenda supported by all available information, whilst encouraging the presentation of
views pertinent to the subject matter and giving all Directors every opportunity to contribute to relevant
issues on the agenda. The agenda on the Board seeks to achieve a balance between long-term strategic and
short-term performance issues.
The Board meets as often and as frequently required in line with the nature and demands of the business
of the Company. Directors attend meetings on a frequent and regular basis and dedicate the necessary
time
and attention to their duties as Directors of the Company. The Board met 5 times during the financial
year
under review. The following Directors attended meetings as follows:
Mr. Ivan Stivala – Chairman and Executive Director - 5 meetings
Mr. Michael Stivala – CEO and Executive Director - 5 meetings
Mr. Martin John Stivala – Executive Director - 5 meetings
Dr. Ann Marie Agius - Non-Executive Director - 5 meetings
Mr. Francis Gouder - Non-Executive Director - 5 meetings
Ms. Jean Paul Debono - Non-Executive Director (newly appointed on 21 April 2022) - 4
meetings
Mr. Mark Bamber - Non-Executive Director (resigned on 21 April 2022) - 1 meetings
Business at the Company’s AGM will cover the Annual Report and Financial Statements, the declaration of
dividends if any, election of directors and the approval of their remuneration, appointment of the auditors
and the authorisation of the directors to set the auditors’ fees. Shareholders’ meetings are called with
enough notice to enable the use of proxies to attend, vote and abstain. The Company recognises the
importance of maintaining dialogue with its shareholders to ensure its strategies and performance.
Principle Six - Information and Professional Development
The Directors believe that for the financial year under review they conducted sufficient professional
development for its officers. The Company will continue with this commendable practice. As part of
succession planning and employee retention, the Board ensure that the Company implements appro
priate
schemes to recruit, retain and motivate employees and Senior Management and keep a high morale
amongst employees.
Principle Seven - Evaluation of the Board's performance
The current composition of the Board allows for a cross-section of skills and experience and achieves the
appropriate balance required for it to function effectively. During the year, the Directors carried out a self-
evaluation performance analysis, including the Chairman and/or the CEO. The results of this analysis did
not require any material changes in the Company’s corporate governance structure.
Stivala Group Finance p.l.c.
16
Corporate Governance Statement
for the year ended 31 December 2022
Principle Eight - Committees
Principle Eight A of the Code deals with the establishment of a remuneration committee for the Company
aimed at developing policies on remuneration for Directors and Senior Executives and devising
appropriate remuneration packages.
In view of the size and type of operation of the Company, the Board does not consider the Company to
require the setting up of a remuneration committee, and the Board itself carries out the functions of the
remuneration committee specified in, and in accordance with, Principle Eight A of the Code, given that
the
remuneration of Directors is not performance-related.
The Board has established a remuneration policy for Directors and Senior Executives, underpinned by
formal and transparent procedures for the development of such a policy and the establishment of the
remuneration packages of individual Directors.
The Boar
d confirms that there have been no changes in the Company’s remuneration policy during the
year under review and the Company does not intend to effect any changes in its remuneration policy for
the following financial year.
The maximum annual aggregate emoluments that may be paid to the Directors is, pursuant to the
Company’s Memorandum and Articles of Association, approved by the shareholders in general meeting.
The Board is composed exclusively of executive and non-executive Directors. The determination of
remuneration arrangements for board members is a reserved matter for the Board as a whole.
During the financial year under review, Mr. Michael Stivala, Mr. Ivan Stivala and Mr. Martin John Stivala
each held an indefinite full-time contract of service with ST Hotels Ltd.
The remuneration policy for Directors has been consistent since inception; no Director (including the
Chairman) is entitled to profit sharing, share options or pension benefits.
There is no linkage between the
remuneration and the performance of Directors.
A fixed honorarium is payable at each financial year to
the Non-Executive Directors.
For the financial year under review the aggregate remuneration of the Directors of the Company and the
Group (where the Company forms part) were as follows:
Fixed remuneration from Company €25,755
Fixed remuneration from Sub-subsidiary €135,763
Principle Eight B of the Code deals with the formal and transparent procedure for the appointment of
Directors.
In view of the size and type of operation of the Company, the Board does not consider the Company to
require the setting up of a nomination committee. Reference is also made to the information provided
under the subheading ‘Principle Three’ above, which provides for a formal and transparent procedure for
the appointment of new Directors to the Board.
Principle Nine - Relations with shareholders and with the market
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386 of the Laws of
Malta) and the Capital Market Rules issued by the Malta Financial Services Authority, the Annual Report
and Financial Statements, the election of Directo
rs and approval of Directors’ fees, the appointment of the
auditors and the authorisation of the Directors to set the auditors’ fees, and other special business, are
proposed and approved at the Company’s AGM.
With respect to the Company’s bondholders and the market in general, during the financial year under
review, there was no need to issue any Company announcements to the market.
Stivala Group Finance p.l.c.
17
Corporate Governance Statement
for the year ended 31 December 2022
The Company’s Articles of Association allow minority shareholders to call special meetings on matters of
importance to the Company, provided that the minimum threshold of ownership established in the
Articles of Association is met.
Principle Ten - Relations with Institutional shareholders
The Directors are of the view that this Principle is not applicable to the Company.
Principle Eleven - Conflicts of Interest
Principle Eleven deals with conflicts of interest and the principle that Directors should always act in the
best interests of the Company
All of the Directors of the Company, except for Dr. Ann Marie Agius, Mr. Francis Gouder and Mr. Jean
Paul Debono are Executive Officers of the Company. The other Executive Directors have a direct
beneficial
interest in the share capital of the Company, and as such are susceptible to conflicts arising between the
potentially diverging interests of the shareholders and the Company. During the financial year under
review, no private interests
or duties unrelated to the Company were disclosed by the Directors which
were or could have been likely to place any of them in conflict with any interests in, or duties towards, the
Company.
The Audit Committee has the task to ensure that any potential conflicts of interest are resolved in the best
interests of the Company. Furthermore, in accordance with the provisions of article 145 of the Companies
Act (Cap. 386 of the Laws of Malta), every
Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company is under the duty to fully declare his
interest in the relevant transaction to the Board at the first possible opportunity and he wi
ll not be entitled
to vote on matters relating to the proposed transaction and only parties who do not have any conflict in
considering the matter will participate in the consideration of the proposed transaction .
Principle Twelve - Corporate Social Responsibility
Principle Twelve encourages Directors of listed companies to adhere to accepted principles of corporate
social responsibility
The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management
practices, and is committed to enhance the quality of life of all stakeholders and of the employees of the
Company and the Group.
The Board is strongly co
mmitted to the environment, and to the welfare of the community in which we
operate. All directors are mindful that sustainable development and environmental protection are critical,
both for the success of our tourism and development activities, and for t
he benefit of our community’s
quality of life. To this end, the Group has taken initiatives to minimise its consumption of natural
resources, reduce its generation of waste, and to incorporate sustainability principles and attractive design
in its developments.
In carrying on its business the Group is fully aware and at the forefront to preserving the environment
and
continuously review its policies aimed at respecting the environment and encouraging social
responsibility
and accountability.
Stivala Group Finance p.l.c.
18
Corporate Governance Statement
for the year ended 31 December 2022
Internal Control
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its
effectiveness. The Directors are aware that internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve busin
ess objectives, and can only provide reasonable, and not
absolute, assurance against normal business risks.
During the financial year under review the Company operated a system of internal controls which
provided reasonable assurance of effective and effi
cient operations covering all controls, including
financial and operational controls and compliance with laws and regulations. Processes are in place for
identifying, evaluating and managing the significant risks facing the Company.
Other key features of the system of internal control adopted by the Company in respect of its own internal
control as well as the control of its subsidiaries and affiliates are as follows:
Risk identification
The Board, with the assistance of the management team of the Company, is responsible for the
identification and evaluation of key risks applicable to the areas of business in which the Company and its
subsidiaries are involved. These risks are assessed on a continual basis and any potential exposure is
discussed regularly at Board and management level, with a view to mitigation thereof, where possible.
Information and communication
Periodic strategic reviews which include consideration of long-term financial projections and the
evaluation of business alternatives are regularly convened by the Board. Regular budgets are prepared
and
performance against these plans is actively monitored and reported to the Board.
In conclusion, the Board considers that the Company has generally been in compliance with the Principles
throughout the period under review as befits a company of this size and nature.
Stivala Group Finance p.l.c.
19
Corporate Governance Statement
for the year ended 31 December 2022
Non-compliance with the principles and the reasons therefor have been identified below.
Code Provision
Explanation
4.2.7
The Board has not formally developed a succession
policy for the future composition of the Board of
Directors as recommended by Code Provision 4.2.7. In
practice, however, the Board is actively engaged in
succession planning and involved in ensuring that
appropriate
schemes
to
recruit,
retain
and
motivate
employees and Senior Management are in place.
7.1
The Board has not appointed a committee for the
purpose of undertaking an evaluation of the Board’s
performance. The Board believes that the size of the
Company and the Board itself does not warrant the
establishment of a committee specifically
for the purpose
of carrying out a performance evaluation of
its role. The
size of the Board is such that it should enable it to
evaluate its own performance without the requirement
of
setting up an ad-
hoc committee for this purpose. The
Board shall retain this matter under review over the
coming year.
8B
The Board has not appointed a Nominations Committee,
particularly of the appointment process being
specifically
set out in the Articles of Association. The Board,
however, intends to keep under review the utility and
possible advantages of having a Nominations
Committee
and following an evaluation may, if the need arises,
make recommendations to the sha
reholders for a change
to the Articles of Association.
Approved by the Board on 27 April 2023.
20
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
Report on the Financial Statements for the year ended 31 December 2022
Opinion
We have audited the individual financial statements of Stivala Group Finance p.l.c. (“the Company”) and the
consolidated financial statements of the Company and its subsidiaries (together, “the Group”), set out on
pages 29 to 99, which comprise the stateme
nt of financial position as at 31 December 2022, statement of
comprehensive income, statement of changes in equity and the statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Group and the Company as at 31 December 2022, and of the Group’s and the Company’s financial
performance and cash flows f
or the year then ended in accordance with International Financial Reporting
Standards as adopted by the European Union and have been properly prepared in accordance with the
requirements of the Companies Act, Cap. 386 of the Laws of Malta.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group 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 our audit of the financial statements in accordance with the
Accountancy Profession (Code of Ethic
s for Warrant Holders) Directive issued in terms of the Accountancy
Profession Act (Cap.281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with
the IESBA code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, we declare that no prohibited non-audit services referred to in
Article 18A(1) of the Accountancy Profession Act, Cap. 281 of the Laws of Malta were provided by us to the
Company and the Group and we remain independ
ent of the Company and the Group. No other services
besides statutory audit services as disclosed in the annunal report in note 7 to the financial statements were
provided by us to the Company and its controlled undertakings.
21
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
Key Audit Matters
Key audit matters are those matters that in our professional judgement were of most significance in our audit
of the financial statements of the current period. These matters where addressed in the context of our audit
of
the financial statements as a whole and in forming our opinion thereon.
We do not provide a separate opinion on these matters.
1.
Investment property and Property, plant and equipment valuations
Risk description
The Group carries its investment property and buildings under property, plant and equipment at
fair value, with changes in fair value being recognised in the profit or loss and other
comprehensive income, respectively.
The last market valuation performed by independent
architects on these properties was on 12 October 2022.
In the years where a valuation is not obtained, management verifies all major inputs to the
independent valuation report, assesses any property valuation movements when compared to
the
previous valuation report and holds discussions with the independent valuer, as necessary.
As at 31 December 2022, fair value of properties pledged to secure borrowings was based on
market valuation performed by independent professional architects while fair value of
remaining
properties was based on valuation performed by the directors as part of their responsibility for
annual assessment. Investment property and buildings under property, plant and equipment
amounted to €200,373,877 and €153,969,966
as at 31 December 2022, respectively and are deemed
material to the financial statements.
Estimating the fair value is a complex process involving a number of judgements and estimates
regarding various inputs. Consequently, we have determined the valuation of the
aforementioned properties to be a key audit matter.
Relevant references in the annual report and financial statements:
- Accounting policy: notes 2.5, 2.7 and 2.21
- Note on Property, Plant and Equipment: note 13
- Note on Investment Property: note 17
- Judgements in applying accounting policies and key sources of estimation uncertainty: Note 3
22
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
1.
2.
Recoverability of deferred tax asset
Risk description
As at 31 December 2022, the Group has recognised a deferred tax asset amounting to €12,692,209
arising primarily from deductible temporary differences in respect of excess of capital allowance
over depreciation, unabsorbed capital allowances, unutilized ta
x losses, provision for estimated
credit losses and investment tax credit that it believes are recoverable.
The recoverability of
recognised deferred tax asset is in part dependent on the Group’s ability to generate future
taxable profits sufficient to uti
lise deductible temporary differences and tax losses. We have
determined this to be a key audit matter, due to the inherent uncertainty in forecasting the
amount and timing of future taxable profits and the reversal of temporary difference.
Relevant references in the annual report and financial statements:
- Accounting policy: notes 2.19
- Note on Deferred Tax: note 25
- Judgements in applying accounting policies and key sources of estimation uncertainty: Note 3
Investment property and Property, plant and equipment valuations (continued )
How the scope of our audit responded to the risk
- We obtained an understanding of the Group’s process for determining fair value measurements
and disclosures and the relevant control procedures. We assessed inherent and control risk
related to the fair value measurements and disclosures and evaluated whether the fair value
measurements and disclosures are in accordance with the Group’s financial reporting
framework
and are consistently applied.
-
We evaluated the professional competence and independence of the architects employed by the
Group. We assessed whether the scope of the architects’ work was adequ
ate for the purpose of
our audit. We evaluated the assumptions and the basis of valuation and the completeness of
information used by the architects. We assessed whether the architects’ Report is complete and
reasonable and whether all pertinent informatio
n therein is properly reflected in the financial
statements.
- We performed tests relating to the valuation of the Group’s property, focusing on management
reviews over the property valuations by inspecting management analysis and minutes of
meetings of the board and audit committee where such valuation was discussed;
-
We also assessed the relevance and adequacy of disclosures relating to the Group’s fair
valuation of property, plant and equipment, and investment properties presented in various
notes mentioned above.
Findings
The result of our testing was satisfactory and we concur that the valuations of the investment
property and property, plant and equipment are appropriate.
23
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
2.
Recoverability of deferred tax asset (continued )
How the scope of our audit responded to the risk
We ensured that IAS 12 Income Taxes has been correctly applied in respect of deferred tax,
paying particular attention to the following situations: (a) the revaluation of an asset (b)
unabsorbed capital allowances and unutilized tax losses (c) provision for estimated credit losses
and (d) investment tax credits.
We assessed the accuracy of forecast future taxable profits by evaluating historical forecasting
accuracy and comparing assumptions with our expectations of those assumptions derived from
our knowledge of the industry and our understanding obtained during the audit.
Findings
We are satisfied that the deferred tax asset has been properly recognised and measured in view of
the fact that taxable profits will be available against which the deductible temporary differences
can be utilized.
Other Information
The Directors are responsible for the other information. The other information comprises of the Chairman’s
Statement
, Directors' Report and Corporate Governance Statement of Compliance. Our opinion on the
financial statements does not cover this information. Except for our opinion on the Directors’ Report in
accordance with the Companies Act, Cap. 386 of the Laws of Mal
ta and on the Corporate Governance
Statement of Compliance in accordance with the Capital Market Rules issued by the Malta Financial Services
Authority, our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
With respect to the Directors' Report, we also considered whether the Directors' Report includes the
disclosures required by Article 177 of the Companies Act, Cap. 386 of the Laws of Malta. Based on
the work
we have performed, in our opinion:
-
the information given in the Directors' Report for the year ended 31 December 2022 is consistent with the
financial statements; and
-
the Directors' Report has been prepared in accordance with the Companies Act, Cap. 386 of the Laws of
Malta.
In addition, in light of the knowledge and understanding of the Company and the Group and their
environment, obtained in the course of the audit, we are required to report if we have identified material
misstatements in the Directors' Report and other information that we obtained prior to the date of this
auditor’s report. Based on the work we have performed, we have nothing to report in this regard.
24
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
Responsibilities of the Directors and the Audit Committee for the financial statements
The Directors are responsible for the preparation of the financial statements that give a true and fair view in
accordance with the International Financial Reporting Standards as adopted by the European Union, and for
such internal controls as the Directors determine is necessary to enable the preparation of financial
statements
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group's abil
ity to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations,
or
have no realistic alternati
ve to do so. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
The Directors have delegated the responsibility for overseeing the Company's financial reporting process to
the Audit Committee.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion.
Reasonable Assurance is a h
igh 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 agg
regate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
In terms of article 179A(4) of the Companies Act (Cap.386), the scope of our audit does not include assurance
on the future viability of the audited entity or on the efficiency or effectiveness with which the Directors have
conducted or will conduct the affairs of the entity.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
- Identify and assess the risk of material misstatement of the financial statements, w
hether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement
resulting from f
raud 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 internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
25
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
- Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor
's report. However, future events or conditions
may cause the Group to cease to continue as a going concern. In particular, it is difficult to evaluate all of the
potential implications that the geopolitical conflict between Russia and Ukraine will have on
the Company’s
and Group's business and the overall economy.
- Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a
manner that achieves fair presentation.
-
Obtain sufficient appropriate evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for our
audit
opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing
of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that
may reasonably be thought to bear our independence, and where applicable related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors' report unless law or regulation precludes public
disclosure
about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication. There are no such undisclosed matters.
26
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
Report on other legal and regulatory requirements
The Annual Report and Consolidated Financial Statements of Stivala Group Finance p.l.c. for the year ended
31 December 2022 contains other areas required by legislation on which we are required to report. The
directors are responsible for these other areas.
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules issued by the Malta Financial Service Authority require the directors to prepare and
include in their Annual Report a Corporate Governance Statement providing an explanation of the extent to
which they have adopted the Code of Principles of Good Corporate Governance and the effective measures
that they have taken to ensure compliance with those Principles.
The Capital Market Rules also require the auditor to include a report on the statement of compliance
prepared
by the directors. We are also required to express an opinion as to whether, in the light of the knowledge and
understanding
of the Group and the Company and its environment obtained in the course of the audit, we
have identified material misstatements with respect to the information referred to in Capital Market Rules
5.97.4 and 5.97.5.
We read the statement of compliance and consider the implication for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements included in the annual
report. Our responsibilities do not extend to
considering whether this statement is consistent with the other
information included in the annual report.
We are not required to, and we do not, consider whether the Board's statements on internal control included
in the Corporate Governance Statement co
ver all the risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or its risks and control procedures.
In our opinion:
- the Corporate Governance Statement set out on pages 11 to 19 has been properly prepared in accordance
with the requirements of the Capital Market Rules 5.94 and 5.97.
-
in the light of the knowledge and understanding of the Company and the Group and its environment
obtained in the course of the audit the information referre
d to in Capital Market Rules 5.97.4 and 5.97.5 are
free from material misstatement.
Under the Capital Market Rules we also have the responsibility to:
- review the statement made by the Directors, set out on pages 3 to 10, that the business is a going concern,
together with supporting assumptions or qualifications as necessary.
We have nothing to report to you in respect of these responsibilities.
27
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
Report on compliance with the requirements of the European Single Electronic Format Regulatory
Technical Standard (the "ESEF RTS"), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6
issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) -
the Accountancy
Profession (European Single Electronic Format) A
ssurance Directive (the “ESEF Directive 6”) on the Annual
Financial Report of Stivala Group Finance p.l.c. for the year ended 31 December 2022, entirely prepared in a
single electronic reporting format.
Responsibilities of the directors
The directors are
responsible for the preparation of the Annual Financial Report, including the consolidated
financial statements and the relevant mark-
up requirements therein, by reference to Capital Markets Rule
5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including
the
consolidated financial statements and the relevant electronic tagging therein, complies in all material
respects
with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance
engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
- Obtaining an understanding of the entity's financial reporting process, including the preparation of the
Annual Financial Report, in accordance with the requirements of the ESEF RTS;
- Obtaining the Annual Financial Report and performing validations to determine whether the Annual
Financial Report has been prepared in accordance with the requirements of the technical specifications of the
ESEF RTS; and
- Examining the information in the Annual Financial Report to determine whether all the required taggings
therein have been applied and whether, in all material respects, they are in accordance with the requirements
of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2022 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
28
Independent Auditor's Report
to the shareholders of Stivala Group Finance p.l.c.
Other matters on which we are required to report by exception under the Companies Act
We also have responsibilities:
-
under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion:
-
adequate accounting records have not been kept, or that returns adequate for our audit have not
been received from branches not visited by us;
-
the financial statements are not in agreement with the accounting records and returns;
-
we have not received all the information and explanations we require for our audit; and
-
certain disclosures of Directors' remuneration specified by law are not made in the financial
statements, giving the required particulars in our report.
-
under the Capital Markets Rules to review the statement made by the Directors that the business is a going
concern together with supporting assumptions or qualifications as necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment and audit tenure
We were first appointed by those charged with governance to act as statutory auditor by the board of
Directors on 12 October 2020. Our appointment has been renewed annually by shareholder resolution
representing a total uninterrupted engagement of 3 years. The Company became listed in on a regulated
market on 25 September 2017.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion on the financial statements expressed herein is consistent with the additional report to the
audit committee in accordance with the provisions of article 11 of the EU Audit Regulation No. 537/2014,
which was issued on the same date as this report.
The partner in charge of the audit resulting in this independent auditor's report is
Jozef Wallace Galea for and on behalf of
HLB CA Falzon
Registered Auditors
27 April 2023
Stivala Group Finance p.l.c.
29
Distribution and selling costs
7
Administrative expenses
7
Other operating charges
7
Other operating income
8
Operating profit/(loss)
(95,270 )
(46,382 )
-
-
-
-
(9,398,315 )
(13,551,147 )
(118,636)
(48,125)
(2,233 )
-
-
-
4,011
(1,178,984 )
(118,636)
(44,114)
Change in fair value of investment
properties
17
Share in loss of associates
Gain on transfer of properties
22
Loss on major shareholder's divestiture
Gain on disposal of subsidiaries
Dividends income
Finance costs
9
Profit/(loss) before tax
-
-
(33,959 )
(47,300 )
-
-
-
-
(59,872,736 )
-
(59,872,736)
-
-
33,946,032
41,142,087
(3,766,067 )
(3,215,421 )
(2,407,500)
(2,407,500)
31,419,896
(21,182,263)
Income tax credit
11
Profit/(loss) for the year
(728,146 )
5,441
801,809
31,425,337
(20,380,454)
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
for the year ended 31 December 2022
The Group The Company
Note
(6,138,401 ) (3,713,173 ) - -
The notes on page 38–99 form part of these financial statements.
2022
2021
2022 2021
€
€
€
€
Revenue from contracts with customers
6
Rental income
24
Revenue
Cost of sales and services
7
Gross profit
Stivala Group Finance p.l.c.
30
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
for the year ended 31 December 2022
The Group
The Company
Note
Profit/(loss) for the year
Other comprehensive income
Items that will not be subsequently reclassified
to profit or loss:
Change in fair value of property, plant and
equipment due to revaluation, net of
deferred tax
28
Total comprehensive income/(loss) for the
year
Earnings/(loss) per share (cents)
- Basic profit/(loss) for year attributable to
ordinary equity holders of the parent
27
The notes on page 38–99 form part of these financial statements.
2022 2021
2022 2021
€
€
€
€
-
-
31,425,337
(20,380,454)
Stivala Group Finance p.l.c.
31
Current assets
Inventories
19
Property held-for-sale
20
Trade and other receivables
21
Current tax recoverable
11
Other financial assets
16
Cash and cash equivalents
30
Total current assets
Total assets
-
-
-
-
1,506,381
-
22,095
22,095
11,406,839
-
8,232
4,597
12,943,547
26,692
73,245,270
60,322,974
Consolidated Statement of Financial Position
as at 31 December 2022
Note
ASSETS
Non-current assets
Property, plant & equipment
13
Intangible assets
18
Investment in subsidiaries
14
Investment in associates
15
Investment property
17
Right-of-use assets
24
Deferred taxation
25
Total non-current assets
-
-
,004,872
-
-
-
296,
851
,301,723
The notes on page 38–99 form part of these financial statements.
The Group The Company
2022
2021 2022 2021
€
€ € €
- - 60
-
-
60,004,872
-
-
-
291,410
60,296,282
Stivala Group Finance p.l.c.
32
Consolidated Statement of Financial Position
as at 31 December 2022
The Group
The Company
Note
2022
2021
2022
2021
€
€
€
€
EQUITY AND LIABILITIES
Equity
Issued capital
26
255,000
255,000
Revaluation reserve
28
-
-
Incentives and benefits reserves
29
-
-
Retained earnings
419,090
(19,006,247)
Total equity
674,090
(18,751,247)
,730,000
-
-
,730,000
The notes on page 38–99 form part of these financial statements.
These financial statements set out on pages 29 to 99 were approved and authorized for issue by the Board of
Directors and signed on its behalf on 27 April 2023 by Mr. Mr. Michael Stivala (CEO) and Mr. Martin John
Stivala (Director) as per the Directors’ Declaration on ESEF Annual Financial Reports submitted in
conjunction with the Annual Financial Report 2022.
72,571,180
79,074,221
73,245,270
60,322,974
Total liabilities
Total equity and liabilities
Non-current liabilities
Interest bearing loans
and borrowings
16
Finance lease liability
16, 24
Deferred taxation
25
Total non-current liabilities
59,670,000
-
-
59,670,000
Current liabilities
Current borrowings
16
Finance lease liability
16, 24
Trade andother payables
23
Current tax due
11
Total current liabilities
Stivala Group Finance p.l.c.
Issued
capital
€
Revaluation
reserve
€
Incentives
and benefits
reserves
€
Retained
earnings
€
Total
Equity
€
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
The Group
Balance as at 1 January 2021
Reduction due to major shareholder's
divestiture (see note 22)
(75,000 )
(33,580,348 )
(5,161,339 )
(38,816,687 )
Issuance of share capital (see note 22)
Profit for the year
Other comprehensive income (note 28)
Total comprehensive income
for the year
Transfer of fair value gain on
investment property, net of deferred tax
(note 28)
(27,570,497 )
The notes on page 38–99 form part of these financial statements.
33
Balance as at 31 December 2021
Stivala Group Finance p.l.c.
Issued
capital
€
Revaluation
reserve
€
Incentives
and benefits
reserves
€
Retained
earnings
€
Total
Equity
€
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
The Group
Balance as at 1 January 2022
Profit for the year
Other comprehensive income (note 28)
Total comprehensive income
for the year
Derecognition due to disposal of subsidiary
(note 29)
(4,825,440 ) - (4,825,440 )
Transfer of fair value gain on
investment property, net of deferred tax
(note 28)
Dividends distributed (note 12)
The notes on page 38–99 form part of these financial statements.
34
Balance as at 31 December 2022
Stivala Group Finance p.l.c.
Balance as at 1 January 2022
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Dividends distributed (note 12)
Balance as at 31 December 2022
255,000
-
-
-
-
255,000
(19,006,247)
31,425,337
-
31,425,337
(12,000,000)
419,090
(18,751,247)
31,425,337
-
31,425,337
(12,000,000)
674,090
Statement of Changes in Equity
for the year ended 31 December 2022
The Company
Retained
earnings
Total
Equity
€ €
1,374,207 1,674,207
- (75,000)
- 30,000
(20,380,454) (20,380,454)
- -
(20,380,454) (20,380,454)
(19,006,247) (
18,751,247)
The notes on page 38–99 form part of these financial statements.
35
Issued capital
€
300,000
(75,000)
30,000
-
-
-
255,000
Balance as at 1 January 2021
Reduction due to major shareholder's
divestiture (see note 22)
Issuance of share capital (see note 22)
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Balance as at 31 December 2021
Stivala Group Finance p.l.c.
36
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
The Group The Company
Note
Cash flows from operating activities
Profit/(loss) before tax
31,419,896
(21,182,263)
Adjustments for:
Change in fair value of investment
properties
17
(9,119,132 )
(29,967,931 )
-
-
Gain on transfer of properties
22
Loss on major shareholder's divestiture 22
Gain on disposal of subsidiaries
(7,301,670 )
-
-
Share in loss of associates
Depreciation of right-of-use assets and
property, plant and equipment
7
-
-
Amortisation of intangible assets
18
Provision expected losses for credit(ECL)
7, 8,
31
68,446
(4,011)
Dividends income
(201,896 )
(33,946,032)
(41,142,087)
Finance costs
9
Working capital changes:
Increase in inventories
19
(5,126 )
(3,099 )
-
-
Decrease / (increase) in property held-for-sale
20
(679,099 )
-
-
Increase in receivables
(1,316,287 )
(783,042 )
-
-
(Decrease) / increase in payables
(2,231,782 ) 4,129,278 4,822 119,860
Interest received from banks
-
-
Interest paid on overdraft
(30,978 )
(17,978 )
-
-
Taxation paid
11
(714,289 ) (781,519 ) (840,140) (840,140)
Taxation refunded
11
(294,247 )
840,140
2,543,814
Net cash generated from / (used in) operating
activities
(45,368)
(58,097,327)
The notes on page 38–99 form part of these financial statements.
2022
2021
2022
2021
€ € € €
Stivala Group Finance p.l.c.
37
Net movement in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
30
3,635
2,197
(1,340,153 )
(1,386,556 )
4,597
2,400
(1,340,153 )
8,232
4,597
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
The Group The Company
Note
Cash flows from investing activities
Payments to acquire non-current intangible
assets
18
(7,200 )
-
-
Payments to acquire property, plant and
equipment
13
(3,136,346 )
(5,246,407 )
-
-
Payments to acquire investment property
17
(14,697,275 )
(3,009,870 )
-
-
Receipts from disposal ofnon-current financial
assets
14
-
-
-
23
Dividends received
Advances from directors
(633,369 )
(532,845 )
-
-
Net cash (used in) / generated investing from
activities
(18,272,294 )
(8,789,122 )
-
23
Cash flows from financing activities
Issuance of share capital 22 - 30,000 - (45,000)
(Repayments to)/advances from banks loans (1,303,486 ) 2,179,941 - -
Advances from subsidiary company
- - 3,913,503 60,492,001
Advances from/(to) other related companies 488,418 (4,753 ) - -
Advances to associates
(581,053 ) (111,413 ) - -
Repayment of lease liabilities
24 (252,713 ) (239,813 ) - -
Advances to other companies (180,000 ) - - -
Payments to shareholder
- - (1,517,000) -
Interest paid on bonds
9 (2,347,500 ) (2,347,500 ) (2,347,500) (2,347,500)
Interest paid on bank loans
Net cash (used in) / generated from financing
activities
(2,542 ) (3,237 ) - -
The notes on page 38–99 form part of these financial statements.
2022
2021
2022
2021
€ € € €
Movement of ECL on cash in banks
30
Stivala Group Finance p.l.c.
38
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
1.
2.
Stivala Group Finance p.l.c.
39
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
40
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
41
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
42
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
43
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
44
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
45
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
46
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
47
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
48
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
49
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
50
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
51
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
52
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
53
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
54
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
55
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
56
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
3.
Stivala Group Finance p.l.c.
57
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
58
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
59
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
4.
Stivala Group Finance p.l.c.
60
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
61
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
5.
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
5.
62
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
5.
63
Stivala Group Finance p.l.c.
64
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
6.
Stivala Group Finance p.l.c.
65
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
7.
1,874,733
-
Stivala Group Finance p.l.c.
66
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
8.
9.
Stivala Group Finance p.l.c.
67
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
10.
-
-
11.
Stivala Group Finance p.l.c.
68
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
11.
Stivala Group Finance p.l.c.
69
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
12.
13.
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
13.
70
Stivala Group Finance p.l.c.
71
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
14.
15.
Stivala Group Finance p.l.c.
72
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
15. Investme nt in associat es ( co nti nued )
Stivala Group Finance p.l.c.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
16. Financial ass ets and fin anc ial li abilities
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
16.
75
Stivala Group Finance p.l.c.
76
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
16.
Stivala Group Finance p.l.c.
77
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
16.
17.
Stivala Group Finance p.l.c.
78
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
17.
Stivala Group Finance p.l.c.
79
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
18.
19.
Stivala Group Finance p.l.c.
80
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
20.
21.
Stivala Group Finance p.l.c.
81
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
22.
Stivala Group Finance p.l.c.
82
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
23.
24.
Stivala Group Finance p.l.c.
83
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
24.
Current
Stivala Group Finance p.l.c.
84
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
24.
Stivala Group Finance p.l.c.
85
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
25. Def erred taxation
Stivala Group Finance p.l.c.
86
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
26.
27.
Stivala Group Finance p.l.c.
87
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
28.
29.
-
Stivala Group Finance p.l.c.
88
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
30.
31.
Stivala Group Finance p.l.c.
89
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
31.
90
Stivala Group Finance p.l.c.
Notes to the Financial Statements
for the year ended 31 December 2022
31.
91
Stivala Group Finance p.l.c.
92
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
31.
Stivala Group Finance p.l.c.
93
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
31.
Stivala Group Finance p.l.c.
94
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
31.
Stivala Group Finance p.l.c.
95
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Stivala Group Finance p.l.c.
96
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
32.
Stivala Group Finance p.l.c.
97
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
33.
Stivala Group Finance p.l.c.
98
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
34.
35.
Stivala Group Finance p.l.c.
99
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
36.
