BLACK SEA PROPERTY PLC
("Black Sea Property" or the
"Company")
Audited Results for the year ended
31 December 2023
The Board of Black Sea Property
PLC is pleased to announce its audited results for year ended 31
December 2023.
Electronic copies of the annual
report will be available at the Company's website www.blackseapropertyplc.com.
The Directors of the Company are
responsible for the contents of this announcement.
For further information,
please visit www.blackseapropertyplc.com
or contact the
following:
BLACK SEA PROPERTY PLC
Simon Hudd,
Chairman
|
simon.hudd@d3ainvestments.com
|
PETERHOUSE CAPITAL LIMITED
AQSE Corporate Adviser
Helena Karani and Duncan
Vasey
|
+44 (0) 20 7469 0930
|
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation EU 596/2014 as it forms part of retained EU law (as
defined in the European Union (Withdrawal) Act 2018).
Black Sea Property PLC
Consolidated Annual
Report
Year ended 31 December
2023
Page
Corporate Information
|
1
|
Chairman's Statement
|
2 - 3
|
Directors' Report
|
4 - 6
|
Statement of Directors'
Responsibilities
|
7
|
Independent Auditor's Report to
the members of Black Sea Property PLC
|
8 - 14
|
Consolidated Statement of
Comprehensive Income
|
15
|
Consolidated Statement of
Financial Position
|
16
|
Consolidated Statement of Changes
in Equity
|
17
|
Consolidated Statement of Cash
Flows
|
18
|
Notes to the Consolidated
Financial Statements
|
19 - 45
|
Directors
Yordan Naydenov (resigned 3 April
2024)
Miroslav Georglev (resigned 3
April 2024)
Ventsislava Altanova (resigned 3
April 2024)
Valentino Georglev (appointed 3
April 2024)
Todor Ivanov (appointed 3 April
2024)
Simon Hudd
|
AQSE Corporate Advisor
Peterhouse Capital
Limited
15-17 Eldon Street
London
EC2M 7LD
United Kingdom
|
Registered office
6th Floor
Victory House
Prospect Hill
Douglas, Isle of Man
IM1 1EQ
|
Registrar
Share Registrars
Limited
27/28 Eastcastle Street
London
W1W 8DH
United Kingdom
|
Administrator
Crowe Trust Isle of Man
Limited
6th Floor
Victory House
Prospect Hill
Douglas, Isle of Man
IM1 1EQ
|
Property Investment Advisor
Phoenix Capital Management
JSC
109-115 Todor Aleksandrov
Blvd
Sofia
Bulgaria
|
Website
www.blackseapropertyplc.com
|
Auditor of the Company and Group
Grant Thornton Limited
Exchange House
54 - 62 Athol Street
Douglas, Isle of Man
IM1 1JD
|
Chairman's Statement
I am pleased to present the
financial statements of Black Sea Property PLC ("Black Sea
Property" or the "Company") for the year ended 31 December
2023.
The net asset value as at 31
December 2023 was € 50,511,892 or 2.01
cents per share (2022:
€ 28,779,491 or 1.59 cents per share).
The Company generated revenues
from camping reservations of € 1,308,384 (2022: € 1,159,445). This
resulted in earnings per share of 0.54
cents (2022: 0.22
cents).
Between August to November 2023,
the Company raised € 22,800,000 through the issue of Loan Notes and
a placing of 645,000,000 new ordinary shares of nil par value in
the Company at a price of € 0.016 per share (the "Placing Price"),
raising € 10.32 million. The Placing Price was based on the
Company's NAV as at 30 June 2023. The repayment date of the Loan
Notes has been extended to 31 December 2024.
Investments
Camping South Beach EOOD
("CSB")
In 2023, CSB maintained its prime position as
a destination for luxury camping holidays and beach houses.
The military conflict in Ukraine continues
to negatively affect tourism in many ways, including the
reduction in Russian tourists visiting the
Bulgarian Black Sea coast.
Inflation, which affected the
entire European economy in 2022, slowed CSB's
growth rate,
and 2023 saw significantly lower levels, reaching
4.7% by the end
of the year.
The demand for high-end luxury
camping holidays was generally driven by local guests.
CSB achieved occupancy
levels of over 58% in July and 50% in August 2023, which leads
to a 13.6%
increase in revenues from reservations in 2023 compared to 2022.
The fair value of the investment
property in CSB at the year-end was €16,820,000 which
represents an increase of € 390,000 above the value at the end
of the previous year.
In November 2023, CSB acquired two
plots of land adjacent to its camping site on the Bulgarian Black
Sea coast. The total area of the two plots is circa 19,450 square
meters.
The land will be used for the
further expansion of the business activities of Camp South Beach
EOOD, whose site is increasingly becoming popular as a 'glamping'
site for both Bulgarian and international tourists.
The consideration for the two
plots was EUR 4,836,600 which was satisfied in cash from the
Company's existing resources.
Outlook for CSB in 2024
The expectations for the tourist
segment in 2024 are positive despite the challenging environment
arising from the war in Ukraine.
Over the years, an insignificant
part of the Company's revenues was generated by tourists from the
countries affected by the conflict.
The forecasts prepared by the management
for the summer season 2024 do not include revenues from this
segment.
The initial forecast by the
management indicates an approximate increase of over 10% in
occupancy for 2024.
Chairman's Statement (Continued)
Star Mill
The Black Sea Star hotel
complex which was acquired in 2022, and is
owned by a
BSP subsidiary, increased its market value in
2023 to EUR 7,274,300. The hotel complex is located in an excellent
location on the Black Sea coast, behind CSB.
Ivan Vazov 1
Building and Grand Hotel Varna Dolphins
("GHV-Dolphins")
In April 2024 two of the Company's
subsidiaries in Bulgaria (BSPF Bulgaria and GHV-Dolphins EAD)
signed a license and management agreement with Nobu Hospitality LLC
to transform two of the Company's existing properties into a Nobu
Hotel and Restaurant in the heart of Sofia and on the Black Sea
Coast.
Outlook
The Company operates in a
challenging environment and is not able to assess the full impact
of the war in Ukraine. All sectors of the economy are significantly
affected by the consequences of the military conflict in Ukraine,
namely rising inflation levels, raw materials price increases and
market uncertainty.
The Directors are taking cautious
measures to manage the cash flow and cost base of the Company and
are confident that the business is well equipped to withstand this
near-term uncertainty.
Despite the tough environment, the
Directors believe that in 2024 incomes from CSB will increase by
over 10% compared to 2023, based on current reservations and
forecasts. Traditionally, CSB relies mainly on domestic demand and
an insignificant part of its revenues are generated by tourists
from countries affected by the conflict in Ukraine.
The transformation of Ivan Vazov
Building is planned to be successfully finalized in the next 2 to 3
years. The competitive advantages of the building are the unique
architecture and prime downtown location.
Signed on behalf of the Board
by:
Simon Hudd
Chairman
28 June 2024
Directors' Report
As at 31 December 2023 the
significant shareholders of Black Sea Property PLC (the "Company)
were as follows:
Beneficial shareholder
|
Holding
|
Percentage
|
Neo London Capital
PLC
|
515,126,806
|
20.95%
|
Elea Capital Holding
JSC
|
645,000,000
|
26.24%
|
Mamferay Holdings
Ltd
|
449,957,561
|
18.30%
|
DF Compass
Progress
|
169,356,690
|
6.89%
|
Interfund Investments
PLC
|
89,500,000
|
3.64%
|
DF C
Mix
|
80,200,000
|
3.26%
|
The shareholder structure
as at 31 December 2022 was as follows:
Beneficial shareholder
|
Holding
|
Percentage
|
Neo London Capital Plc
|
515,126,806
|
28.41%
|
Compass Capital JSC
|
304,354,182
|
16.78%
|
Mamferay Holdings
Limited
|
449,957,562
|
24.81%
|
Capman AM
|
92,000,000
|
5.07%
|
Interfund Investments
Plc
|
89,500,000
|
4.94%
|
Auditor
The Company's Auditor - Grant
Thornton Limited, being eligible, has
expressed their willingness to continue in office in accordance
with the Isle of Man Companies Act 2006.
Directors' Interests
No current Director has an
interest in the share capital of the Company.
Directors' Remuneration
Directors' remuneration comprises
solely of the fee payments received by the Directors. No Directors
received any benefits under long-term or short-term incentive
schemes.
The maximum amount of the
aggregate Directors' (other than those holding executive office
with the Company or any subsidiary of the Company) ordinary
remuneration permitted by Article 83.1 of the Company's Memorandum
and Articles of Association is 100,000 pound sterling (112,970
euros) per annum, plus expenses.
Directors' Remuneration for the
Directors of Parent company are:
|
Fees
Year ended
31 Dec
2023
€
|
|
Fees
Payable
As at
31 Dec
2023
€
|
|
Fees
Year ended
31 Dec
2022
€
|
|
Fees
payable
As at
31 Dec
2022
€
|
Ventsislava Altanova
|
14,096
|
|
-
|
|
13,552
|
|
13,552
|
Miroslav Georgiev
|
14,096
|
|
-
|
|
13,552
|
|
13,552
|
Simon Hudd*
|
13,845
|
|
-
|
|
13,552
|
|
6,776
|
Yordan Naydenov
|
14,042
|
|
-
|
|
13,552
|
|
13,552
|
|
56,079
|
|
-
|
|
54,208
|
|
47,432
|
*Chairman and non-executive
director of the parent company
Directors' Report (Continued)
Corporate Governance
The company is committed to
applying the highest standards of corporate governance
corresponding to its size.
While the Company is not required
to comply with the provisions set out in the UK Corporate
Governance code issued by the Financial Reporting Council or to
comment on its compliance with the provisions of the Code, the
Board is nevertheless accountable to the shareholders for the good
corporate governance of the Company.
The Board consists of four
Directors and holds at least four board meetings annually. Matters
which would normally be referred to appointed committees, such as
the Audit, Remuneration and Nomination Committees, are dealt with
by the Board as a whole.
Going concern
As of the reporting date the group
has reported an operating loss of EUR 0.38m (2022: loss EUR 0.33m),
net profit in the year of EUR 10.41m (2022: EUR 3.85m), this is
mainly due to the bargain purchase of EUR 10.2m on the entities
acquired during the year. The group's current liabilities exceed
its current assets by EUR 11.3m. The
Directors consider that at this stage of the group's development,
the generation of losses is expected. These events and conditions
indicate that a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going
concern.
In previous year, the group
started renovating and developing its properties. The expectations
of the management are that after the completion of the renovation
works, the investment properties will be recognized as a
significant investment project, which is expected to generate
income in the medium-term future and lead to stability in the
financial position of the group. In addition, there are two signed
license and management agreements with Nobu Hospitality subsequent
to year end, which will start two new projects - one in Varna and
one in Sofia, which will attract customers and make profit for the
group in the foreseeable future.
The major shareholders of the
parent company have undertaken to provide the financial supports to
the group to secure its functioning as a going concern and within
its normal capacity for a period of at least 12 months from the
date of signing the financial statements for the year ended 31
December 2023.
The Directors are therefore,
satisfied that the group has sufficient resource available along
with support from major shareholders who have sufficient liquid
resource to provide financial support to the group. Given this the
Directors have a reasonable expectation that the group will
continue in operational existence in the foreseeable future, and
for a period of at least 12 months from the date of signing these
financial statements. Therefore, financial statements have been
prepared on a going concern basis.
The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts and classifications of
liabilities that might be necessary should the Company be unable to
continue in existence.
Post balance sheet events
In April 2024 two of the Company's
subsidiaries in Bulgaria (BSPF Bulgaria and GHV-Dolphins EAD) each
signed a license and management agreement with Nobu Hospitality to
transform two of the Company's existing properties into a Nobu
Hotel and Restaurant in the heart of Sofia and on the Black Sea
Coast.
Also, in April 2024 the Parent Company announced Board Changes
where the previous Directors - Ventsislava Altanova, Miroslav
Georgiev and Yordan Naydenov have resigned. The Parent Company
welcomed Todor Ivanov and Valentino Georgiev as new
Directors.
Directors' Report (Continued)
Mr. Ivanov has over 20 years of
administrative experience, and, in 2022, was the deputy regional
governor of Burgas Region. Mr Ivanov is currently a municipal
councilor in the Municipality of Burgas. Previously, he was
successively an administrative director and manager of an
architectural company and has considerable experience of the entire
construction and investment process.
Mr. Georgiev has over ten years of
experience in real estate in the UK and Bulgaria. Mr. Georgiev
spent five years working in a legal firm in London, specialising in
conveyancing, transfers of equity and lease extensions. In addition
to this, Mr. Georgiev also has UK experience as an estate agent
working in sales and leases of commercial and residential
properties in Central London. In Bulgaria, Mr. Georgiev has
experience of real estate development and sales in exclusive
holiday resorts on the Black Sea Coast.
Signed on behalf of the Board
by:
Simon Hudd
Chairman
28 June 2024
Statement of Directors'
Responsibilities
The Directors are responsible for
preparing the Annual Report and the Group financial statements in
accordance with applicable law and regulations.
The Directors are required to
prepare Group financial statements for each financial year. The
Directors have elected to prepare the Group financial statements in
accordance with the UK-adopted International Accounting Standards
("UK adopted IASs") and applicable law.
The Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and of its
profit or loss for that period. In preparing each of the Group
financial statements, the Directors are required to:
·
select suitable accounting policies and then
apply them consistently;
·
make judgements and estimates that are
reasonable, relevant and reliable;
·
state whether they have been prepared in
accordance with UK adopted IASs;
·
assess the Group's ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
·
use the going concern basis of accounting unless
they either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group's transactions and disclose with reasonable
accuracy at any time the financial position of the Group and enable
them to ensure that its financial statements comply with the Isle
of Man Companies Act 2006. They are responsible for such internal
control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other
irregularities.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Group's website. Legislation in the
Isle of Man governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Signed on behalf of the Board
by:
Simon Hudd
Chairman
28 June 2024
Independent auditor's report to the members of Black Sea
Property PLC
Opinion
We have audited the financial
statements of Black Sea Property PLC ("Company") and its
subsidiaries (the "Group''), which comprise the Consolidated
Statement of Comprehensive Income, Consolidated Statement of
Financial Position, Consolidated Statement of Changes in Equity,
Consolidated Statement of Cash Flows for the year ended 31 December
2023, and the related notes to the financial statements, including
a summary of significant accounting policies.
The financial reporting framework
that has been applied in the preparation of the financial
statements is applicable law and UK-adopted International
Accounting Standards (UK-adopted IAS).
In our opinion, Group's financial
statements:
· give
a true and fair view in accordance with UK-adopted IAS of the
financial position of the Group as at 31 December 2023 and of the
Group financial performance and consolidated cash flows for the
year then ended; and
· have
been properly prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) ('ISAs
(UK)') and applicable law. Our responsibilities under those
standards are further described in the 'Responsibilities of the
auditor for the audit of the financial statements' section of our
report. We are independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the Isle of Man, including the FRC's
Ethical Standard, applied as determined to be appropriate in the
circumstances for the entity. We have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going
concern
In forming our opinion, which is
not modified, we draw attention to disclosures made in the
Directors' report and Note 2(e) in the financial statements
concerning the Group's ability to continue as a going
concern. The group has reported an operating loss of EUR
0.38m (2022: loss EUR 0.33m). The net profit in the year of EUR
10.41m (2022: EUR 3.85m), is mainly due to the bargain purchase of
EUR 10.2m on the entities acquired during the year. The group's
current liabilities exceed its current assets by EUR 11.3m (2022:
net current assets EUR 1.4m). These events and conditions, along
with other matters as set forth in Note 2(e), indicate that a
material uncertainty exists that may cast significant doubt on the
Group's ability to continue as a going concern.
In auditing the financial
statements, we have concluded that the directors' use of going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of directors' assessment
of group's ability to continue to adopt the going concern basis of
accounting included:
· Evaluating management's future cash flow forecasts, the
process by which they were prepared, and assessed the calculations
are mathematically accurate;
· Challenging the underlying key assumptions such as expected
cash outflow for property operating and other operating
expenses;
· Reviewed the license and management agreements entered
subsequent to year end with Nobu Hospitality to build two Nobu
properties in Bulgaria which would expect to generate revenue once
developed.
· Obtained the letter of support from major shareholders to
provide the required financial support.
Independent auditor's report to the members of Black Sea
Property PLC (Continued)
Material
uncertainty related to going concern
(Continued)
The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts and classifications of
liabilities that might be necessary should the Group be unable to
continue in existence.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
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 financial period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources
in the audit, and the directing of efforts of the engagement team.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and therefore we do not provide a separate opinion on
these matters.
In addition to the matter
described in ''Material uncertainty related to going concern'', we
have determined the matters described below to be the key audit
matters to be communicated in our report.
Overall audit strategy
We designed our audit by determining materiality and assessing the
risks of material misstatement in the financial statements. In
particular, we looked at where the directors made subjective
judgements, for example, in respect of significant accounting
estimate of valuation of investment properties that involved making
assumptions and considering future events that are inherently
uncertain. We also addressed the risk of management override of
internal controls, including evaluating whether there was any
evidence of potential bias that could result in a risk of material
misstatement due to fraud.
Based on our considerations as set
out below, our areas of focus included:
•
Valuation of investment properties
How we tailored the audit scope
The group is property investment
group, which seeks to generate capital gains through the
development, financing, and sale of property in Bulgaria. The group
engages Phoenix Capital Management JSC as property investment
advisor. We tailored the scope of our audit taking into account the
components of the group, investment properties these hold and the
involvement of third parties, the accounting processes and
controls, and the industry in which the group operates.
We sent group audit instructions to certain number of the group
components. As group auditor, we retained overall responsibility
for the audit of group financial statements. The components where
full scope audit or specific audit procedures were performed
accounted for 100% of the Group's Profit before tax from continuing
operations, 100% of the Group's Revenue and 100% of the Group's
Total Assets. The components where group audit instructions
were sent out to are BSPF Bulgaria EAD, BSPF Project 1EAD, Camp
South Beach EOOD, Star Mill EOOD, Grand Hotel Varna and Lazuren
Bryag.
The directors control the affairs of the group and are responsible
for the overall investment property policy, which is determined by
them. The board has delegated certain responsibilities to
Crowe Trust Isle of Man Limited and Crowe Bulgaria ("the
Administrators"). The company engages the administrators to manage
certain duties and responsibilities with regards to the management
of the group and its components
Independent auditor's report to the members of Black Sea
Property PLC (Continued)
Key audit matters (Continued)
The group financial statements,
which remain the responsibility of the directors, are prepared on
their behalf by the administrator, Crowe Trust Isle of Man
Limited.
In establishing the overall
approach to our audit we assessed the risk of material misstatement
at group level, taking into account the nature, likelihood and
potential magnitude of any misstatement. As part of our risk
assessment, we considered the group's interaction with the
administrator, and we assessed the control environment in place at
the administrator.
Materiality and audit
approach
The scope of our audit is
influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with
qualitative considerations, such as our understanding of the entity
and its environment, the history of misstatements, the complexity
of the Group and the reliability of the control environment, helped
us to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as
a whole.
Based on our professional
judgement, we determined materiality for the group as €1,020,000
being 1% of the Group's Total Assets at 31 December 2023. We
have applied this benchmark because the group is primarily an
investment property group with investment properties either for
sale or intended to be let to generate income.
We have set Performance
materiality for the group at €765,000 (75% of materiality) having
considered our prior year experience of the risk of misstatements,
business risks and fraud risks associated with the entity and its
control environment, this is to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements in the financial statements exceeds
materiality for the financial statements as a
whole.
We agreed with the Directors that
we would report to them misstatements identified during our audit
above triviality of €51,000 (5% of materiality), as well as
misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Significant matters identified
The risks of material misstatement
that had the greatest effect on our audit, including the allocation
of our resources and effort, are set out below as significant
matters together with an explanation of how we tailored our audit
to address these specific areas in order to provide an opinion on
the consolidated financial statements as a whole. This is not a
complete list of all risks identified by our audit.
Independent auditor's report to the members of Black Sea
Property PLC (Continued)
Key audit matters (Continued)
Significant Matter
|
How the scope of our audit addressed the significant
matter
|
Valuation of Investment property
As detailed in note 8, the group
owns investment properties with a fair value
of
€58.8million at 31 December 2023.
The determination of the fair
value of the investment properties is considered to be a
significant judgement as detailed in note 8 and we therefore
considered this to be a significant audit risk and key audit
matter.
The group engages an independent
valuer to determine the fair value of the properties at the year
end. This valuation considers the nature of the property, its
location and any comparable property transactions. The valuations
require the independent valuer to make significant professional
judgements in relation to expected future cash flows, market
capitalisation yields and appropriate input information provided by
the management in relation to occupancy and rental values. Any
inaccuracies in this input information or unreasonable judgements
made in the valuation could result in a material misstatement in
the group financial statements.
|
Our audit work included, but was
not restricted to, the following:
· We
obtained an understanding of the processes in place in relation to
valuation of investment properties and tested the design and
implementation of relevant controls.
· We
assessed the competency, independence, qualifications and
objectivity of the independent valuer to confirm that they are
appropriately qualified to value the properties.
· We
reviewed the valuation reports to ensure that all valuations have
been carried out in line with relevant professional standards and
in accordance with the group's accounting policy.
· We
assessed and challenged the significant judgements used in the
valuations to ensure they are reasonable.
· We
recalculated the movement in fair value based of revaluation
reports, and agreed the movement posting to the financial
statements.
· We
reviewed the appropriateness of the disclosures within the group's
financial statements in relation to the valuation methodology, key
valuation inputs and valuation uncertainty.
We completed our planned audit
procedures, with no exceptions noted.
|
Independent auditor's report to the members of Black Sea
Property PLC (Continued)
Other information
Other information comprises
information included in the annual report, other than the financial
statements and our auditor's report thereon, including the
Chairman's Statement and the Directors' Report. The directors are
responsible for the other information. Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, 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. If we identify such material
inconsistencies in the financial statements, we are required to
determine whether there is a material misstatement in the financial
statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this
regard.
Responsibilities of management and those charged with
governance for the financial statements
As explained more fully in the Directors' responsibilities
statement, management is responsible for the preparation of the
financial statements which give a true and fair view in accordance
with UK-adopted IAS, and for such internal control as directors
determine necessary to enable the preparation of financial
statements are free from material misstatement, whether due to
fraud or error.
In preparing the financial
statements, management is responsible for assessing the Group and
the Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to
liquidate the Group or the Company to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the
Group's financial reporting process.
Responsibilities of the auditor for the audit of the
financial statements
The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of an
auditor's responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor's report.
Explanation as to what
extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. Owing to the inherent limitations
of an audit, there is an unavoidable risk that material
misstatement in the financial statements may not be detected, even
though the audit is properly planned and performed in accordance
with the ISAs (UK). The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed
below.
Independent auditor's report to the members of Black Sea
Property PLC (Continued)
Responsibilities of the auditor for the audit of the
financial statements (Continued)
Based on our understanding of the
Group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to the Data
Privacy Act, and the listing regulations of Aquis Stock Exchange
and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered
those laws and regulations that have a direct impact on the
preparation of the financial statements such as Isle of Man
Companies Act 2006 and the taxation law. The Audit Principal
considered the experience and expertise of the engagement team to
ensure that the team had appropriate competence and capabilities to
identify or recognise non-compliance with the laws and regulation.
We evaluated management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of override of controls), and determined that the principal
risks were related to posting inappropriate journal entries to
manipulate financial performance and management bias through
judgements and assumptions in significant accounting estimates, in
particular in relation to significant one-off or unusual
transactions. We apply professional scepticism through the audit to
consider potential deliberate omission or concealment of
significant transactions, or incomplete/inaccurate disclosures in
the financial statements.
The group engagement team shared
the risk assessment with the component auditors so that they could
include appropriate audit procedures in response to such risks in
their work.
In response to these principal
risks, our audit procedures included but were not limited
to:
· enquiries of management and board on the policies and
procedures in place regarding compliance with laws and regulations,
including consideration of known or suspected instances of
non-compliance and whether they have knowledge of any actual,
suspected or alleged fraud;
· inspection of the Group's regulatory and legal correspondence
and review of minutes of board meetings and annual general meeting
during the year to corroborate inquiries made;
· gaining an understanding of the entity's current activities,
the scope of authorisation and the effectiveness of its control
environment to mitigate risks related to fraud;
· discussion amongst the engagement team in relation to the
identified laws and regulations and regarding the risk of fraud,
and remaining alert to any indications of non-compliance or
opportunities for fraudulent manipulation of financial statements
throughout the audit;
· identifying and testing journal entries to address the risk
of inappropriate journals and management override of
controls;
· designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing;
· challenging assumptions and judgements made by management in
their significant accounting estimates, including valuation of
investment property and expected credit losses;
· review of the financial statement disclosures to underlying
supporting documentation and inquiries of management;
and
· requested information from component auditors on instances of
non-compliance with laws or regulations that could give rise to a
material misstatement of the group financial statements.
The primary responsibility for the
prevention and detection of irregularities including fraud rests
with those charged with governance and management. As with any
audit, there remains a risk of non-detection or irregularities, as
these may involve collusion, forgery, intentional omissions,
misrepresentations or override of internal controls.
Independent auditor's report to the members of Black Sea
Property PLC (Continued)
The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the
company's members, as a body, in accordance with the terms of
engagement letter. Our audit work has been undertaken so that we
might state to the company's members those matters we are required
to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Grant Thornton Limited
Douglas
Isle of Man
Date
Consolidated Statement of
Comprehensive Income
|
Note
|
Year to
31 Dec 23
|
|
Year
to
31 Dec
22
|
|
|
€
|
|
€
|
Revenue
|
4)
|
1,629,379
|
|
1,159,445
|
Property operating
expenses
|
4)
|
(1,260,397)
|
|
(1,409,106)
|
|
|
368,982
|
|
(249,661)
|
|
|
|
|
|
Gain on revaluation of investment
properties
|
8)
|
79,399
|
|
724,708
|
Fair value gain on financial
assets at fair value through profit and loss
|
28)
|
335,901
|
|
-
|
|
|
415,300
|
|
724,708
|
|
|
|
|
|
Administration and other
expenses
|
5)
|
(1,170,345)
|
|
(800,340)
|
Operating (loss)
|
|
(386,063)
|
|
(325,293)
|
|
|
|
|
|
Other Income
|
6)
|
2,135,886
|
|
3,449,267
|
Bargain purchase
|
10)
|
10,213,883
|
|
2,127,765
|
Share of post-tax losses of equity
accounted associate
|
|
-
|
|
(2,548)
|
Write off of loans
|
|
(2,025)
|
|
-
|
Interest payable and similar
charges
|
6)
|
(1,170,443)
|
|
(862,551)
|
Interest receivable and similar
income
|
6)
|
119,237
|
|
-
|
Profit before taxes
|
|
10,910,475
|
|
4,386,640
|
|
|
|
|
|
Taxation
|
7)
|
(497,028)
|
|
(537,399)
|
Profit and total comprehensive income
|
|
10,413,447
|
|
3,849,241
|
|
|
|
|
|
Profit and total comprehensive income attributable to
the:
|
|
|
|
|
- shareholders of the parent
company
|
|
10,409,093
|
|
3,849,241
|
- non-controlling
interest
|
|
4,354
|
|
-
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
Basic and Diluted earnings per
share (cents)
|
19)
|
0.54
|
|
0.22
|
|
|
|
|
|
The results are derived from
continuing operations during the year.
The notes on pages 19 to 45 are an
integral part of these consolidated financial
statements.
The financial statements were
approved and authorised for issue by the Board of Directors on 28
June 2024 and were signed on their behalf by:
Simon Hudd
Valentino Georgiev
Chairman
Director
Consolidated Statement of
Financial Position
|
Note
|
2023
|
|
2022
|
Non-current
assets
|
|
€
|
|
€
|
Investment properties
|
8)
|
58,888,532
|
|
47,517,500
|
Intangible assets
|
9)
|
1,882,912
|
|
450,390
|
Property, plant and equipment
|
11)
|
20,018,830
|
|
517,952
|
Long term deposit
|
26)
|
102,258
|
|
-
|
Loan receivable
|
27)
|
2,754,689
|
|
-
|
Total non-current
assets
|
|
83,647,221
|
|
48,485,842
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Trade and other receivables
|
12)
|
2,653,084
|
|
6,331,172
|
Short term Investment
|
28)
|
12,330,603
|
|
-
|
Cash and cash equivalents
|
13)
|
2,559,356
|
|
239,409
|
Total current
assets
|
|
17,543,043
|
|
6,570,581
|
|
|
|
|
|
Total
assets
|
|
101,190,264
|
|
55,056,423
|
|
|
|
|
|
Equity and
liabilities
|
|
|
|
|
Issued share capital
|
17)
|
81,019,442
|
|
70,699,442
|
Retained earnings
|
18)
|
(29,977,772)
|
|
(40,386,865)
|
Foreign currency translation reserve
|
18)
|
(1,533,086)
|
|
(1,533,086)
|
Total equity,
attributable to the shareholders of the parent company
|
|
49,508,584
|
|
28,779,491
|
Non-controlling interest
|
10)
|
1,003,308
|
|
-
|
Total
equity
|
|
50,511,892
|
|
28,779,491
|
Liabilities
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Bank loans
|
15)
|
16,869,504
|
|
18,185,200
|
Trade and other payables
|
14)
|
2,000,852
|
|
539,929
|
Deferred tax liability
|
7)
|
2,869,332
|
|
2,407,965
|
Total non-current
liabilities
|
|
21,739,688
|
|
21,133,094
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and other payables
|
14)
|
1,850,981
|
|
726,326
|
Tax liability
|
14)
|
80,950
|
|
80,426
|
Bank loans
|
15)
|
3,698,920
|
|
1,771,278
|
Shareholder loan
|
25)
|
23,307,833
|
|
2,565,808
|
Total current
liabilities
|
|
28,938,684
|
|
5,143,838
|
|
|
|
|
|
Total
liabilities
|
|
50,678,372
|
|
26,276,932
|
|
|
|
|
|
Total equity and
liabilities
|
|
101,190,264
|
|
55,056,423
|
|
|
|
|
|
Number of ordinary
shares in issue
|
17)
|
2,458,323,603
|
|
1,813,323,603
|
NAV per ordinary
share (cents)
|
19)
|
2.01
|
|
1.59
|
The notes on pages 19 to 45 are an
integral part of these consolidated financial
statements.
The financial statements were
approved and authorised for issue by the Board of Directors on 28
June 2024 and were signed on their behalf by:
Simon Hudd
Valentino Georgiev
Chairman
Director
Consolidated Statement of Changes
in Equity
|
|
Share
capital
|
Retained
earnings
|
Foreign currency translation
reserve
|
Total equity attributable to
the parent company
|
Non-controlling
interests
|
Total
|
|
|
€
|
€
|
€
|
€
|
€
|
€
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
70,699,442
|
(44,236,106)
|
(1,533,086)
|
24,930,250
|
-
|
24,930,250
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
-
|
3,849,241
|
-
|
3,849,241
|
-
|
3,849,241
|
Total comprehensive
income
|
|
-
|
3,849,241
|
-
|
3,849,241
|
-
|
3,849,241
|
At 31 December 2022
|
|
70,699,442
|
(40,386,865)
|
(1,533,086)
|
28,779,491
|
-
|
28,779,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
|
70,699,442
|
(40,386,865)
|
(1,533,086)
|
28,779,491
|
-
|
28,779,491
|
|
|
|
|
|
|
|
|
Issue of share capital
|
|
10,320,000
|
-
|
-
|
10,320,000
|
-
|
10,320,000
|
Profit for the year
|
|
-
|
10,409,093
|
-
|
10,409,093
|
-
|
10,409,093
|
Non-controlling
interest
|
|
-
|
-
|
-
|
-
|
1,003,308
|
1,003,308
|
Total comprehensive
income
|
|
-
|
10,409,093
|
-
|
10,409,093
|
1,003,308
|
11,412,401
|
At 31 December 2023
|
|
81,019,442
|
(29,977,772)
|
(1,533,086)
|
49,508,584
|
1,003,308
|
50,511,892
|
The notes on pages 19 to 45 are an
integral part of these consolidated financial
statements.
The financial statements were
approved and authorised for issue by the Board of Directors on 28
June 2024
and were signed on their behalf
by:
Simon Hudd
Valentino Georgiev
Chairman
Director
Consolidated Statement of Cash
Flows
|
Note
|
2023
|
2022
|
|
|
€
|
€
|
Operating activities
|
|
|
|
Profit before taxation
|
|
10,910,475
|
4,386,640
|
Gain on revaluation of investment
property
|
8)
|
(79,399)
|
(724,708)
|
Bargain Purchase on
Acquisition
|
10)
|
(10,213,883)
|
(2,127,765)
|
Materials from purchase of
subsidiary
|
|
-
|
232,737
|
Amortisation of intangible fixed
assets
|
9)
|
48,001
|
62,987
|
Depreciation of property, plant
and equipment
|
11)
|
27,519
|
3,444
|
Interest received
|
6)
|
(119,237)
|
(898,689)
|
Bad debt recovered
|
6)
|
(1,957,176)
|
(2,550,578)
|
Finance expense
|
6)
|
1,170,443
|
862,551
|
Changes in working capital
|
|
213,257
|
(753,381)
|
(Increase)/Decrease in trade and
other receivables
|
|
17,261,922
|
(1,451,996)
|
(Decrease)/Increase in trade and
other payables
|
|
(650,010)
|
431,565
|
Cash used in operations
|
|
16,398,655
|
(1,773,812)
|
Tax refund/(paid)
|
|
(496,504)
|
6,190
|
Cash flows used in operating activities
|
|
15,902,151
|
(1,767,622)
|
Investing activities
|
|
|
|
Investment property
additions
|
|
(5,484,400)
|
(1,470,562)
|
Property, plant and equipment
additions
|
|
-
|
(496,513)
|
Acquisition of
intangibles
|
|
(142,499)
|
-
|
Acquisition of
Subsidiaries
|
10)
|
(27,291,684)
|
(5,150,001)
|
Bad debt recovered
|
6)
|
1,957,176
|
2,550,578
|
Interest received
|
6)
|
119,237
|
898,689
|
Long term deposit paid
|
|
(102,258)
|
-
|
Cash held by the acquired
subsidiary
|
10)
|
733,937
|
151
|
Short term investments
|
28)
|
(12,330,603)
|
-
|
Net cash (outflow) from investing
activities
|
|
(42,541,094)
|
(3,667,658)
|
Financing activities
|
|
|
|
Proceeds from issuing share
capital
|
|
10,320,000
|
-
|
Loans (repaid) /
granted
|
|
(932,691)
|
6,211,052
|
Interest paid and other
charges
|
6)
|
(1,170,443)
|
(862,551)
|
Loans granted from
shareholders
|
|
20,742,025
|
-
|
Net cash (outflow)/inflow from financing
activities
|
|
28,958,891
|
5,348,501
|
Net increase / (decrease) in cash
and cash equivalents
|
13)
|
2,319,947
|
(86,779)
|
Cash and cash equivalents at
beginning of year
|
|
239,409
|
326,188
|
Cash and cash equivalents at end of year
|
13)
|
2,559,356
|
239,409
|
The notes on pages 19 to 45 are an
integral part of these consolidated financial
statements.
The financial statements were
approved and authorised for issue by the Board of Directors on 28
June 2024
and were signed on their behalf
by:
Simon Hudd
Valentino Georgiev
Chairman
Director
Notes to the Consolidated Financial
Statements
For the year ended 31 December 2023
1) General
information
Black Sea Property PLC (the
"Company") was originally incorporated in Jersey and re-domiciled
to the Isle
of Man with effect from 20 July
2016 and continues under the Isle of Man Companies Act 2006
with
registered number
013712V.
The Company seeks to generate
capital gains through the development, financing and sale of
property in Bulgaria, including the prime areas of Bulgaria's Black
Sea coast, the ski resorts and the capital, Sofia. The financial
statements represent the financial position and effects of the
operations of the Company and its subsidiaries (collectively
referred as the "Group").
Black Sea Property Plc is an
entity listed on the Aquis stock exchange. Aquis is a primary
and secondary market for equity and debt securities.
2) Summary of
material accounting policies
a) Basis of
preparation
The principal accounting policies
applied in the preparation of the consolidated financial statements
are set out below. These policies have been consistently applied
throughout the year, unless otherwise stated.
The consolidated financial
statements have been prepared on a going concern basis under the
historical-cost convention as modified by the revaluation of
financial assets held at fair value through profit or loss and
investment properties that have been measured at fair
value.
Statement of compliance
The consolidated financial
statements have been prepared in accordance with the UK-adopted
International Accounting Standards ("IASs") and International
Financial Reporting Interpretations Committee ("IFRIC")
interpretations as applicable to an Isle of Man company under the
Isle of Man Companies Act 2006.
Use of estimates and judgements
The preparation of financial
statements in conformity with IASs requires the Directors to make
judgements, estimates and assumptions that affect the reported
amounts of assets, liabilities, income and expenses. These
estimates and associated assumptions are based on historical
experience and various other factors, which are believed to be
reasonable under the circumstances, and are reviewed on an on-going
basis. The Directors believe that the estimates utilised in
preparing its financial statements are reasonable and prudent.
Actual results could differ from these estimates. The most
significant accounting estimate affecting the financial statements
is the valuation of investment property (see note 3).
b) Standards and
amendments which are first effective for the period beginning 1
January 2023
· Amendments to IAS 1 Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting
policies
· Amendments to IAS 8 Accounting policies, Changes in
Accounting Estimates and Errors: Definition of Accounting
Estimates
· Amendments to IAS 12 Income Taxes: Deferred Tax related to
Assets and Liabilities arising from a Single Transaction
· Amendments to IAS 12 Income Taxes: International Tax Reform -
Pillar Two Model Rules
· IFRS
17 Insurance Contracts
· Amendments to IFRS 17 Insurance Contracts: Initial
Application of IFRS 17 and IFRS 9 - Comparative
Information.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
None of the above listed
amendments have had a significant effect on the financial
statements. All other standards or amendments to standards that
have been issued by the UK endorsement board, and are effective
from 1 January 2023, onwards are not applicable or material to the
Group.
c) New standards,
amendments and interpretations issued but not yet effective and not
early
adopted
A number of new standards are
effective for annual periods beginning after 1 January 2024 and
earlier application is permitted; however, the Group has not early
adopted the new or amended standards in preparing these
consolidated financial statements.
· Amendments to IFRS 16 Leases: Lease Liability in a Sale and
Leaseback (effective 1 January 2024)
· Amendments to IAS 1 Presentation of Financial
Statements
· Classification of Liabilities as Current or Non-current
(effective 1 January 2024)
· Non-current Liabilities with Covenants (effective 1 January
2024)
· Amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments: Disclosure: Supplier Finance Arrangements
(effective 1 January 2024)
· Amendments to IAS 7 and IFRS 7 - Supplier Finance
Arrangements (effective 1 January 2024)
· Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates: Lack of Exchangeability (effective 1 January
2025)
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9, Financial Instruments and IFRS
7, Financial Instruments: Disclosures) (effective 1 January
2026)
· IFRS
18 Presentation and Disclosure in Financial Statements (effective 1
January 2027)
· IFRS
19 Subsidiaries without Public Accountability: Disclosures
(effective 1 January 2027)
Management anticipates that all
relevant pronouncements will be adopted for the first period
beginning on or after the effective date of pronouncement. New
standards, amendments and interpretations not adopted in the
current year have not been disclosed as they are not expected to
have a material impact on the group financial
statements.
d) Basis of
consolidation
The financial statements comprise
the results of the Company and its subsidiaries as set out in note
16. Subsidiaries in which the Company has the ability to exercise
control are fully consolidated. Control is defined as having
exposure, or rights, to variable returns due to involvement in an
investee and the ability to affect those returns.
Inter-company transactions,
balances and unrealised gains and losses on transactions between
Group companies are eliminated. The amounts reported in the
financial statements of subsidiaries have been adjusted where
necessary to ensure consistency with the accounting policies
adopted by group.
e) Going
concern
As of the reporting date the group
has reported an operating loss of EUR 0.38m (2022: loss EUR 0.33m),
net profit in the year of EUR 10.41m (2022: 3.85m), this is mainly
due to the bargain purchase of EUR 10.2m on the entities acquired
during the year. The group's current liabilities exceed its current
assets by EUR 11.3m. The Directors
consider that at this stage of the group's development, the
generation of losses is expected. These events and conditions
indicate that a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going
concern.
In previous year, the group
started renovating and developing its properties. The expectations
of the management are that after the completion of the renovation
works, the investment properties will be recognized as a
significant investment project, which is expected to generate
income in the medium-term future and lead to stability in the
financial position of the group. In addition, there are two signed
license and management agreements with Nobu Hospitality subsequent
to year end, which will start two new projects - one in Varna and
one in Sofia, which will attract customers and make profit for the
group in the foreseeable future.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
e)
Going concern
(Continued)
The major shareholders of the parent company have
undertaken to provide the financial supports to the group to secure
its functioning as a going concern and within its normal capacity
for a period of at least 12 months from the date of signing the
financial statements for the year ended 31 December
2023.
The Directors are therefore,
satisfied that the group has sufficient resource available along
with support from major shareholders who have sufficient liquid
resource to provide financial support to the group. Given this the
Directors have a reasonable expectation that the group will
continue in operational existence in the foreseeable future, and
for a period of at least 12 months from the date of signing these
financial statements. Therefore, financial statements have been
prepared on a going concern basis.
The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts and classifications of
liabilities that might be necessary should the Company be unable to
continue in existence.
f)
Functional and presentation currency
(i)
Functional and
presentation currency
Items included in the financial
statements of each of the Group's entities are measured using the
currency of the primary economic environment in which the entity
operates (the 'functional currency'). The consolidated financial
statements are presented in Euros, which is the Parent Company's
presentational currency. The functional currency of each entity
within the Group is a key judgement of management and the
Directors. This judgement prioritises primary factors, such as the
source of competitive forces and the denomination of sales prices
and input costs, over secondary considerations such as the source
of financing, in accordance with IAS21. These considerations
indicate that the functional currency of the Bulgarian entities is
Bulgarian Lev and the functional currency of the parent company and
other subsidiaries are the Euro. Amounts are rounded to the nearest
Euro unless otherwise stated.
(ii)
Transactions and
balances
Foreign currency transactions are
translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the Consolidated Statement of Comprehensive Income. Non-monetary
items carried at fair value, which are denominated in foreign
currencies, are translated at the rates prevailing at the date when
the fair value was determined, and the gain or loss is recognised
in the Consolidated Statement of Comprehensive Income.
(iii) Foreign
operations
The results and financial position
of all the foreign entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities are translated to Euro at exchange
rates at the reporting date;
· income and expenses are translated at average exchange rates
(unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates,
in which case income and expenses are translated at the dates of
the transactions); and
· all resulting exchange differences are recognised as a
separate component of Other Comprehensive Income.
When a foreign operation is sold,
such exchange differences are recognised in the Consolidated
Statement
of Comprehensive Income as part of
the gain or loss on sale.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
g) Fair value
measurement principles
The Group measures its investments
in properties at fair value. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes
place either in the principal market for the asset or liability or,
in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most
advantageous market must be accessible to the Group.
The fair value of an asset or a
liability is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming that market participants act in their economic best
interest. The fair value for financial instruments traded in active
markets at the reporting date is based on their mid quoted price or
binding dealer price quotations, without any deduction for
transaction costs. Securities defined in these accounts as 'listed'
are traded in an active market.
The valuations of investment
properties are performed by an external accredited independent
valuer with recognised and relevant professional qualifications and
with recent experience in the location and category of
the investment property being
valued. The valuations are prepared in accordance with the RICS
Valuation - Global Standards, which incorporate the International
Valuation Standards ("IVS") and the RICS UK Valuation standards
(the "RICS Red Book"), as set out by the International Valuation
Standards Council ("IVSC"), taking into consideration the relevant
IFRS 13 requirements. In arriving at their estimates of market
values, the valuers have used their market knowledge and
professional judgement and not only relied on historical
transactional comparables. Properties are valued
annually.
All assets and liabilities for
which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities.
· Level
2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
· Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
h) Impairment of
financial assets
The Group assesses at each
reporting date whether a financial asset is impaired. A financial
asset is deemed to be impaired if, and only if, there is objective
evidence of impairment as a result of one or more events that have
occurred after the initial recognition of the asset and that loss
event has an impact on the estimated future cash flows of the
financial asset that can be reliably estimated.
If there is objective evidence
that an impairment loss has been incurred, the amount of the loss
is measured as the difference between the assets' carrying amount
and the present value of estimated future cash flows discounted
using the asset's original effective interest rate.
i) Interest
and other income
Interest and other income are
recognised on a receivable basis.
j)
Revenue
Revenue comprises of camping
reservations fees, rentals, and other property income.
Revenue is measured by reference
to the fair value of consideration received or receivable payment,
taking, taking into account the amount of any trade discounts and
volume rebates made by the group.
The main services provided by the group include tourist service for
accommodation in bungalows and caravans at Camping Gradina and
rental of objects located on the territory of the
Camping.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
j) Revenue
(Continued)
Revenue is recognised as the group
satisfies performance obligation by transferring the services to
its customers, as such the group recognise the revenue at over the
period of time when the group has satisfied its performance
obligation of providing services of renting the camp
site.
Revenue related to a service
transaction is recognized depending on the stage of completion of
the transaction at the balance sheet date and when the outcome of
the transaction can be reliably assessed. Revenue from
rental (tourist service and rental of objects) is recognized on the
basis of the straight-line method over the period of time. Where
the reservation fees are billed to the customers in advance, the
unearned element of the fees billed during the year is reported and
carried forward as deferred income, in the Consolidated Statement
of Financial Position.
k)
Expenses
The Group's property operating expenses, administration fees,
finance costs and all other expenses are charged to the
Consolidated Statement of Comprehensive Income and are accounted
for on an accrual basis. Transaction costs directly attributable to
the purchase of investment property are included within the cost of
the property.
l) Loans
payable at amortised cost
Loans payable are recognised when
cash is received from lenders and are derecognised when the cash,
and related interest, has been repaid. Loans payable are initially
recorded at fair value plus any directly attributable transaction
costs and are subsequently measured at amortised cost using the
effective interest method.
m) Cash and cash
equivalents
Cash and cash equivalents comprise
cash on hand, cash held at the bank, demand deposits and bank
overdrafts. Bank overdrafts are shown within borrowings / loans in
current liabilities.
Cash equivalents are short-term,
highly liquid investments that are readily convertible to known
amounts of cash and that are subject to an insignificant risk of
changes in value.
Blocked cash and cash equivalents
are funds on which the company can operate under certain
conditions. Such assets are used by the Company as collateral for
its obligations.
n) Trade and
other receivables
Trade receivables are
non-derivative financial assets and amounts due from customers for
goods and services sold, with fixed or determinable payment terms
that are not quoted in an active market. The carrying value of
trade receivables approximates their fair values. A provision for
impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect all
amounts due according to the original terms of
receivables.
o) Investment
properties
Property that is held for rental
yields or for capital appreciation or both is classified as
investment property. Investment property comprises freehold land,
freehold buildings, and land held under long term operating leases.
Investment property is measured initially at its cost, including
related transaction costs and subsequently revalued annually to
fair value. Any gain / loss from change in the fair value or from
sale of investment property is recognised immediately in the
Consolidated Statement of Comprehensive Income within 'gain / loss
from revaluation of investment properties.
Investment property that is being
redeveloped for continuing use as investment property or for which
the market has become less active continues to be measured at fair
value.
Investment properties are
accounted for on completion of contract when ownership is recorded
in the trade registry.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
p) Fixed
assets investments
A subsidiary is an entity
controlled by the company. Control
is the power to govern the financial and
operating policies of the
entity so as to obtain benefits from its
activities. The consolidated financial
statements incorporate the results of business combinations using
the acquisition method. In the statement of financial position, the
acquirer's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included
in the Consolidated Statement of Comprehensive Income from the date
on which control is obtained. They are deconsolidated from the date
on which control ceases. The group attributes total comprehensive
income or loss of subsidiaries between the owners of the parent and
the non-controlling interests based on their respective ownership
interests.
An associate is an entity, being
neither a subsidiary nor a joint venture, in which the company
holds a long-term interest and where the company has significant
influence. The company considers that it has significant influence
where it has the power to participate in the financial and
operating decisions of the associate. Investment in associates are
initially recognised in the consolidated statement of financial
position at cost. Subsequently associates are accounted for using
the equity method, where the Group's share of post-acquisition
profits and losses and other comprehensive income is recognised in
the Consolidated Statement of Comprehensive Income (except for
losses in excess of the Group's investment in the associate unless
there is an obligation to make good those losses).
q) Property, plant
and equipment
Property, plant and equipment and
land and buildings are initially measured at cost and subsequently
measured at cost net of depreciation and any impairment losses.
Property, plant and equipment and land and buildings are
depreciated when available for use.
Depreciation is recognised so as
to write off the cost of assets less their residual values over
their useful lives on the following bases:
Plant and equipment 4% - 50% per
annum on a straight line basis.
The gain or loss arising on the
disposal of an asset is determined as the difference between the
sale
proceeds and the carrying value of
the asset, and is credited or charged to Consolidated Statement of
Comprehensive Income. Depreciation is included within
'Administration and other expenses' within the Consolidated
Statement of Comprehensive Income.
r) Assets
under construction
Assets under construction are
initially measured at cost and comprises actual cost relating to
the construction. Assets under construction is not
depreciated.
s)
Taxation
The tax expense represents the sum
of the tax currently payable and deferred tax not recognised in
other comprehensive income or directly in equity.
Current tax is payable on taxable
profits for the year. Taxable profit differs from net profit as
reported in the Consolidated Statement of Comprehensive Income
because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible. The Group's liability for current tax
is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Current taxes include
irrecoverable withholding tax on the interest receivable on loans
from the Company
to its Bulgarian
subsidiaries.
Deferred tax is recognised in
respect of all temporary differences that have originated but not
reversed at the reporting date, where transactions or events that
result in an obligation to pay more tax in the future or right to
pay less tax in the future have occurred at the reporting date.
This is subject to deferred tax assets only being recognised if it
is considered more likely than not that there will be sufficient
profits from which the future reversal of the temporary differences
can be deducted.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
t) Trade and
other payables
Trade and other payables are
recognised at amortised cost and relate to amounts accrued in the
normal course of business.
u) Share capital
and reserves
Ordinary share capital
Ordinary shares are classified as
equity. External costs directly attributable to the issue of new
shares are deducted from the proceeds of issue and shown as a
deduction to reserves.
Founder shares
Founder shares are classified as
equity.
Foreign currency translation
reserves
Comprise foreign currency
translation differences arising from translation of financial
statements of the Group's foreign entities' activities into Euro.
The Bulgarian lev is pegged to the Euro in the ratio of 1 EUR =
1.95583 BGN.
Retained earnings
Retained earnings includes all the
current and prior year retained profit / loss net of any dividends
paid.
v) Acquisition of
businesses
The acquisition method of
accounting is used to account for business combinations by the
Group.
The consideration transferred for
the acquisition of a subsidiary comprises the fair value of the
assets transferred, the liabilities incurred and the equity
interests issued by the Group. The consideration transferred also
includes the fair value of any contingent consideration arrangement
and the fair value of any pre-existing equity interest in the
subsidiary. Acquisition-related costs are expensed as incurred. The
bargain purchase is the amount by which the fair value of assets
acquired and liabilities assumed exceeds purchase consideration and
is recognised in Consolidated Statement of Comprehensive
Income.
w) Disposal
of businesses
When the Group loses control over
a subsidiary, it derecognizes the assets and liabilities of the
subsidiary, and any related NCI and other components of equity. Any
resulting gain or loss is recognised in Consolidated Statement of
Comprehensive Income.
x) Financial
instruments
A financial instrument is any
contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another.
(i) Financial
assets
Financial assets are classified at
initial recognition. The classification of financial assets at
initial recognition that are debt instruments depends on the
financial asset's contractual cash flow characteristics and the
Group's business model for managing them. The Group initially
measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss,
transaction costs. Short term investments are classified at
financial assets at fair value through profit and loss.
In order for a financial asset to
be classified and measured at amortised cost or fair value through
other comprehensive income ("OCI"), it needs to give rise to cash
flows that are solely payments of principal and
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
(i) Financial assets
(continued)
interest ("SPPI") on the principal
amount outstanding. This assessment is referred to as the SPPI test
and is performed at an instrument level.
Financial assets at fair value
through profit and loss are subsequent measured at fair value. Net
gains and losses, including interest and dividend income, are
recognized in profit or loss, except for derivatives designated as
hedging instruments for which hedge accounting applies.
Financial assets at amortised cost
are subsequently valued at amortized cost using the effective
interest method.
Classification and measurement are
based on both whether contractual cash flows are solely payments of
principal and interest; and whether the debt instrument is held to
collect those cash flows. In the case of the Company or Group, all
financial assets meet these criteria and so are held at amortised
cost.
Impairment of financial
assets
IFRS 9's impairment requirements
use more forward-looking information to recognise expected credit
losses ("ECLs") - the ECL model.
ECLs are based on the difference
between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive,
discounted at the original effective interest rate
("EIR").
The expected cash flows will
include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages.
For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are
possible within the next 12 months (a '12-month ECL'). For those
credit exposures for which there has
been a significant increase in
credit risk since initial recognition, a loss allowance is required
for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a 'lifetime
ECL').
For trade receivables and contract
assets, the Group applies a simplified approach in calculating
ECLs. Therefore, the Group does not track changes in credit risk,
but instead recognises a loss allowance based on lifetime ECLs at
each reporting date.
It is the Group's policy to
measure ECLs on such instruments on a 12-month basis.
(ii) Financial
liabilities
Financial liabilities are
classified, at initial recognition, as financial liabilities at
amortised cost. The Group's financial liabilities include trade and
other payables and loans.
Subsequent measurement
Loans and borrowings and trade and other
payables.
After initial recognition,
interest-bearing loans and borrowings and trade and other payables
are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in profit or loss and OCI when the
liabilities are derecognised, as well as through the EIR
amortisation process.
Amortised cost is calculated by
considering any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is
included as finance costs in the Consolidated Statement of
Comprehensive Income and other comprehensive income. This category
generally applies to trade and other payables.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
(ii) Financial
liabilities
Derecognition
A financial liability is
derecognised when the associated obligation is discharged or
cancelled or expires. When an existing financial liability is
replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a
new liability. The difference in the respective carrying amounts is
recognised in the Consolidated Statement of Comprehensive Income
and other comprehensive income.
y) Intangible
assets
Intangible assets include the
rights under a concession agreement of 20 and 5 years and also
software.
Concession agreements are accounted for using the cost model. The
cost comprises discounted cash flows of the future payment
according to the concession agreements.
Software and other intangibles
have a useful life of 5 years and are amortised at 20% per annum.
Amortisation is included within 'Property operating cost' within
the Consolidated Statement of Comprehensive Income.
After initial recognition, an
intangible asset is carried at its cost less any accumulated
amortization and any accumulated impairment losses. Impairment
losses are recognised in the Consolidated Statement of
Comprehensive Income for the respective period.
Subsequent expenditure on an
intangible asset after its purchase or its completion is expensed
as incurred unless it is probable that this expenditure will enable
the asset to generate future economic benefits in excess of its
originally assessed standard of performance and this expenditure
can be measured reliably and attributed to the asset. If these two
conditions are met, the subsequent expenditure is added to the
carrying amount of the intangible asset.
z) Loan
receivables
Loan receivables are
non-derivative financial assets with fixed or determinable payments
that are no quoted in an active market and are recognised in the
balance sheet at amortised cost.
aa) Interest and
borrowing costs
Interest expenses are reported on
an accrual basis using the effective interest rate
method.
Borrowing costs primarily comprise
interest on the Group's borrowings. Borrowing costs directly
attributable to the acquisition, construction of production of a
qualifying asset are capitalized during the period of time that is
necessary to complete and prepare the asset for its intended use or
sale. Other borrowing costs are expensed in the period in which
they are incurred and reported in the Consolidated Statement of
comprehensive income within 'interest payable and similar
charges.
3)
Significant accounting judgements, estimates and
assumptions
The preparation of the Group's
financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts
recognised in the financial statements and disclosure of contingent
liabilities. However, uncertainty about these assumptions and
estimates could result in outcomes that could require a material
adjustment to the carrying amount of the asset or liability
affected in future periods.
The Group based its assumptions
and estimates on parameters available when the financial statements
were prepared. However, existing circumstances and assumptions
about future developments may change due to market changes or
circumstances arising beyond the control of the Group. Such changes
are reflected in the assumptions when they occur.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
3)
Significant accounting judgements, estimates and assumptions
(Continued)
A key judgement area for the Group
is the valuation of investment properties. External independent
valuers assessed the fair value of investment properties. The
valuations are performed by a recognised valuer with a relevant
professional qualification and recent experience in the location
and category of the investment properties as described in note 2g.
Details of investment properties held at fair value can be found in
note 8.
The investment properties are valued annually. The Directors
consider any relevant movements in property markets that may impact
the carrying values of the property held between the date of the
last valuation
and the date of financial
statements.
Expected Credit Losses (ECL) represents an estimate of potential
losses that may arise from defaults over the expected life of a
financial instrument. The calculation of ECL involves considerable
uncertainty and requires management to make complex judgments about
future economic conditions and credit behavior, such as the
likelihood of borrowers defaulting and the resulting losses. As
such, actual results could differ from these estimates.
4) Net
operating income
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Camping reservations
|
1,308,384
|
1,159,445
|
Rental and other property
income
|
320,995
|
-
|
Property operating
expenses
|
(1,260,397)
|
(1,409,106)
|
|
368,982
|
(249,661)
|
Income during the year is
primarily due to camping reservations from CSB, rental and other
property income earned by other subsidiaries of the group. All the
revenue is recognised over time when the services is transferred
and generated from subsidiaries in Bulgaria.
5)
Administration and other expenses
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Directors' remuneration
|
117,568
|
54,208
|
Administration fees - Isle of
Man
|
103,295
|
64,579
|
Administration fees -
Bulgaria
|
76,325
|
28,279
|
Legal and professional
fees
|
627,941
|
301,063
|
Auditors' remuneration
|
55,937
|
53,477
|
Foreign currency
expenses
|
9,136
|
3,262
|
Other administration and
professional fees
|
170,850
|
229,041
|
Depreciation expense and
amortization
|
9,293
|
66,431
|
|
1,170,345
|
800,340
|
In 2023, key management personnel
comprise the Board (2022: The Board). The Board's
compensation
comprised Directors' fees only
during the year, the amount of which is summarized within the
Directors'
Report.
The average monthly number of
persons (including directors) employed by the company during the
year was: 4 (2022: 4). The average monthly number of persons
(including directors) employed by the group during the year was
74.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
6)
Finance income/(expense)
The following amounts have been
included in the Consolidated Statement of Comprehensive Income line
for the reporting periods presented:
Interest receivable and other income
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Interest income - cash and deposit
instruments
|
119,237
|
303,952
|
Bad debts recovered
|
1,957,176
|
2,550,578
|
Others
|
178,710
|
594,737
|
|
2,255,123
|
3,449,267
|
Interest payable and similar charges
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Interest expense on
borrowings*
|
698,160
|
634,583
|
Other
|
472,283
|
227,968
|
|
1,170,443
|
862,551
|
*The interest on borrowings
relates mainly to the secured debt funding (note 15).
7)
Taxation
Isle of Man
There is no taxation payable on the
Parent Company's or its Jersey subsidiaries' results as they are
based in the Isle of Man and in Jersey respectively where the tax
rates are 0% (2022: 0%).
Bulgaria
Subsidiaries of the Company
incorporated in Bulgaria are taxed in accordance with the
applicable tax laws of Bulgaria. The Bulgarian corporate tax rate
for the year was 10% (2022: 10%).
Tax losses can be carried forward
and set off against future taxable profits. The company cannot
reliably determine the amounts and realisation periods of future
taxable profits due to uncertainty in the environment in which it
operates. As a result, no deferred tax asset has been recognised on
tax losses carried forward as at 31 December 2023 and as at 31
December 2022.
Losses for which no tax assets have
been recognised total € 2,960,380 (2022: € 2,126,974).
A reconciliation of the tax charge
for the year to the standard rate tax for the Isle of Man of 0%
(2022: 0%) is shown below.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December
2023
7) Taxation
(continued)
|
Year ended
31 Dec 2023
€
|
Year ended
31 Dec 2022
€
|
Profit before tax
|
10,910,475
|
3,849,241
|
|
|
|
Profit on ordinary activities
multiplied by the standard rate in the Isle of Man of 0% (2022:
0%)
|
-
|
-
|
Effect of different tax rates in
different countries
|
30,935
|
74,236
|
Deferred tax liability on fair
value uplift of investment property
|
466,093
|
463,163
|
Current charge for the year
|
497,028
|
537,399
|
|
|
|
Bulgarian tax losses
brought-forward at 10%
|
(183,943)
|
(183,943)
|
Tax losses added, utilised and lost
in the year
|
(163,897)
|
-
|
Bulgarian tax losses
carried-forward at 10%
|
(347,840)
|
(183,943)
|
|
|
|
Deferred tax liability
|
|
|
Opening deferred tax liability
balance
|
2,407,965
|
1,944,802
|
Deferred tax liability on fair
value uplift of investment property on
Acquisition/(disposal) of a
subsidiary
|
-
|
-
|
Bulgarian deferred tax liability
charge
|
(4,726)
|
-
|
Deferred tax movement on fair value
uplift of investment property
|
466,093
|
463,163
|
Closing deferred tax liability
balance
|
2,869,332
|
2,407,965
|
An analysis of the temporary
differences is shown below.
|
Year ended
31 Dec 2023
€
|
Year ended
31 Dec 2022
€
|
Receivables
|
55,152
|
15,250
|
Depreciation of fixed
assets
|
8,682
|
-
|
Investments fair value
movements
|
2,000
|
-
|
Other timing differences
|
41,686
|
11,787
|
Property fair value
movements
|
(2,976,852)
|
(1,435,002)
|
Deferred tax liability
|
(2,869,332)
|
(1,407,965)
|
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
8) Investment
properties
|
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
|
|
|
|
Beginning of year (Level
3)
|
|
47,517,500
|
38,144,730
|
Additions - (note 10)
|
|
5,318,900
|
7,177,500
|
Additions
|
|
5,484,400
|
1,470,562
|
Transfers
|
|
488,333
|
-
|
Fair value adjustment
|
|
79,399
|
724,708
|
Total investment property (Level 3)
|
|
58,888,532
|
47,517,500
|
|
|
|
|
Ivan Vazov 1 Building
|
|
12,710,332
|
11,550,000
|
CSB
|
|
16,820,000
|
16,430,000
|
CSB - additional plots
|
|
5,725,000
|
1,500,000
|
Byala Land
|
|
11,040,000
|
10,860,000
|
Star Mill
|
|
7,274,300
|
7,177,500
|
Lazuren Bryag - Acquisition (note
10)
|
|
5,318,900
|
-
|
Total investment property
|
|
58,888,532
|
47,517,500
|
The valuations of the other Group
properties at 31 December 2023 and 31 December 2022 were based on
the most recent independent valuation received for each property.
The valuations were performed by external accredited independent
valuers with recognised professional qualifications and with recent
experience in the location and category of the investment
properties being valued.
The fair value of completed
investment property has been determined on a market value basis in
accordance with the RICS "Red Book". In arriving at their estimates
of market values, the valuers have used their market knowledge and
professional judgement, historical transactional comparable and
discounted cash flow forecasts. The highest and best use of the
investment properties is not considered to be different from its
current use.
The Ivan Vazov 1 Building, Byala
Land properties, and CSB properties along with additional plots
were all evaluated by Cushman & Wakefield Forton, an
independent professional valuation specialist.
The valuation for the Ivan Vazov 1
Building was made as at 30 September 2023, and additional
costs of €310,332 were incurred post-valuation. The subsidiary of
the company has received the necessary permits from the relevant
state bodies and institutions to carry out the reconstruction. This
property is pledged as security to UniCredit Bulbank AD against the
company's bank loans (note 15).
The Byala Land properties and the
CSB properties with additional plots were valued as at 31
December 2023. The CSB properties are also pledged as security to
Central Cooperative Bank against the company's investment loans and
overdraft positions (note 15).
All valuations were based on
expected rental income or cash flows, net of operating expenses,
and capitalised using a discount rate reflecting the market yield
from recent transactions of similar properties.
The valuations were primarily
driven by two key unobservable inputs: the estimated rental value,
cashflows and the discount rate.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
8) Investment
properties (Continued)
As of 31 December 2023, the
Directors' valuation determined the carrying value of both the Star
Mill and Lazuren Bryag properties. Star Mill is secured against the
company's bank loans with UniCredit Bulbank AD, while Lazuren Bryag
is collateral for the company's investment loans and overdrafts
with Central Cooperative Bank (note 15).
9) Intangible
assets
At the end of 2020, after
participating in an open concession award procedure, the Group
through Camping South Beach received the concession rights over the
sea beach "Camping Gradina". During the active summer season of
2021, the beach was managed by CSB under the terms of a lease
agreement. The concession agreement entered into force on 17
October 2020, and at the beginning of 2021 the handover of the sea
beach by the grantor Ministry of Tourism to the concessionaire was
carried out. The term of the contract is 20 years.
The concession contract of CSB
grants the right to operate the sea beach, performing alone or
through subcontractors providing visitors to the sea beach of the
following services: beach services, including the provision of
umbrellas and sunbeds, services in fast food restaurants, sports
and entertainment services, water attraction services, health and
rehabilitation services and other events, after prior agreement
with the grantor. A condition for operation of the concession site
is the implementation of mandatory activities, which include
provision of water rescue activities, security of the adjacent
water area, health and medical services for beach users, sanitary
and hygienic maintenance of the beach, maintenance for use of the
elements of the technical infrastructure, the temporary
connections, the movable objects, the facilities and their safe
functioning.
In 2020 the Group paid the first
due concession fee, which provides the period from the date of
entry into force of the concession agreement until the end of the
same calendar year and the period from January 1 of the last
calendar year in which the concession agreement is valid until the
date upon expiration of the contract.
According to the financial model
presented by the Company, which is accepted by the grantor and is
an integral part of the concession agreement, for the concession
period the Group will make additional investments related to the
implementation of mandatory activities and investments to improve
access to the beach. After the expiration of the concession
contract, all constructed sites remain the property of the grantor.
The activities related to the operation of the concession site are
performed by the concessionaire at his risk and at his expense. The
cost of the acquired intangible assets was €655,876 and no
amortization expenses were recognised in 2020. The acquired
intangible asset was amortized by €34,528 (2022:
€62,987).
Lazuren Bryag holds two concession
contracts, with a carrying value of €1,324,551 as at the year
end.
The first concession contract was
granted by the Ministry of Tourism in 2020 and grants the right to
operate the sea beach "Varna - central" in the city of Varna. The
concession contract is valid for a period of twenty
years.
The second concession contract in
addition, Lazuren Bryag was signed in 2022 and permits the company
to rent the sea beach "Ribarski - West" and sea beach "Fisherman -
East". The contract is valid for a period of five years.
The amortisation expense has been
included with in property operating expenses in the Consolidated
Statement of Comprehensive Income.
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
|
|
|
Beginning of year
|
450,390
|
513,377
|
Reclassification
|
142,499
|
-
|
Lazuren Bryag - Acquisition (note
10)
|
1,338,024
|
-
|
Disposals
|
-
|
-
|
Amortisation
|
(48,001)
|
(62,987)
|
Total Intangible assets at year end
|
1,882,912
|
450,390
|
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
10) Acquisition of
a subsidiary
On 2 November 2023, the Company
acquired 99.4% of the share capital of Littoral Invest EAD
including all its assets and liabilities. The consideration for
this acquisition was €4,501,000. Littoral Invest EAD own 100% of
the share capital of Lazuren Bryag 91 EOOD.
The fair value of the net
identifiable assets acquired totaled €7,993,925 (net of NCI €
95,864)
Since the acquisition Littoral
Invest EAD and Lazuren Bryag EOOD have contributed €261,293 to
group revenue and loss of €189,988 to group profit. If the
acquisition had occurred on 1 January 2023, the contribution to
group revenue would have been €3,523,130 and the contribution to
group profit for the year would have been €575,758.
On 6 November 2023, the Company
through its owned subsidiary, BSPF (Property 2) Limited, acquired
82.04% of the share capital of Grand Hotel Varna AD, including all
its assets and liabilities. As part of the same agreement, the
Company through its owned subsidiary Littoral Invest EAD acquired a
further 16.23% of the share capital of Grand Hotel Varna AD,
bringing the total share capital held to 98.17%. Grand Hotel Varna
AD owns 100% of the share capital of GHV Dolphins EAD, a company
incorporated in Bulgaria. The consideration for this acquisition
was €22,790,684.
The fair value of the net
identifiable assets acquired totaled €29,511,642 (net of NCI
€903,090)
Since the acquisition Grand Hotel
Varna AD and GHV Dolphins EAD have contributed €15,409 to group
revenue and profit of €300,674 to group profit. If the acquisition
had occurred on 1 January 2023, the contribution to group revenue
would have been €151,638 and the contribution to group profit for
the year would have been €8,265,481.
The fair value of the identifiable
assets and liabilities acquired were:
|
|
Pre- acquisition carrying
value
€
|
Fair value
adjustments
€
|
Recognised value on
acquisition
€
|
Investment property (note
8)
|
|
2,204,051
|
3,114,849
|
5,318,900
|
Plant and equipment
|
|
4,033,799
|
15,982,931
|
20,016,730
|
NCI at acquisition
|
|
(998,954)
|
-
|
(998,954)
|
Intangible assets
|
|
1,615,787
|
(277,763)
|
1,338,024
|
Loan receivable
|
|
2,831,513
|
-
|
2,831,513
|
Short term investment
|
|
12,330,603
|
-
|
12,330,603
|
Trade and other
receivables
|
|
1,253,231
|
-
|
1,253,231
|
Deferred tax asset
|
|
86,369
|
-
|
86,369
|
Cash and cash
equivalents
|
|
733,937
|
-
|
733,937
|
Trade and other
payables
|
|
(3,783,324)
|
-
|
(3,783,324)
|
Bank loans
|
|
(1,621,463)
|
-
|
(1,621,463)
|
|
|
|
|
|
Total net identifiable assets
|
|
18,685,550
|
18,820,017
|
37,505,567
|
|
|
|
|
|
Purchase consideration transferred - cash
|
|
|
|
27,291,684
|
Bargain purchase on acquisition
|
|
|
|
(10,213,883)
|
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
11) Property, plant
and equipment
|
|
|
|
|
|
Year ended 31 Dec 2023
|
|
Plant and other
equipment
€
|
Land and
Buildings €
|
Assets under
construction
€
|
Total
€
|
Cost
|
|
|
|
|
|
Cost at the beginning of the
year
|
|
47,519
|
-
|
488,333
|
535,852
|
Additions from acquisition (note
10)
|
|
147,658
|
19,862,879
|
6,194
|
20,016,731
|
Transfers out
|
|
-
|
-
|
(488,333)
|
(488,333)
|
Cost at the end of the year
|
|
195,177
|
19,862,879
|
6,194
|
20,064,250
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
Accumulated depreciation at the
beginning of the year
|
|
17,900
|
-
|
-
|
17,900
|
Depreciation
|
|
27,520
|
-
|
-
|
27,520
|
Accumulated depreciation at the end of year
|
|
45,420
|
-
|
-
|
45,420
|
Net book value at the end of year 31 December
2023
|
|
149,757
|
19,862,879
|
6,194
|
20,018,830
|
Net book value at the end of year
31 December 2022
|
|
29,619
|
-
|
488,333
|
517,952
|
Year ended 31 Dec 2022
|
|
Plant and other
equipment
€
|
Land and
Buildings €
|
Assets under
construction
€
|
Total
€
|
Cost
|
|
|
|
|
|
Cost at the beginning of the
year
|
|
28,990
|
-
|
-
|
28,990
|
Additions during the
year
|
|
8,180
|
-
|
-
|
8,180
|
Additions from
acquisition
|
|
10,349
|
-
|
-
|
10,349
|
Additions - assets under
construction
|
|
-
|
-
|
488,333
|
488,333
|
Cost at the end of the
year
|
|
47,519
|
-
|
488,333
|
535,852
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
Accumulated depreciation at the
beginning of the year
|
|
4,107
|
-
|
-
|
17,900
|
Additions from
acquisition
|
|
10,349
|
|
|
10,349
|
Depreciation
|
|
3,444
|
-
|
-
|
3,444
|
Accumulated depreciation at the
end of year
|
|
17,900
|
-
|
-
|
17,900
|
Net book value at the end of year
31 December 2022
|
|
29,619
|
-
|
488,333
|
517,952
|
Net book value at the end of year
31 December 2021
|
|
24,883
|
-
|
-
|
24,883
|
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
12) Trade and other
receivables
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Trade and other
receivables
|
2,421,954
|
1,798,839
|
Amount receivable from the sale of
the ECDC group
|
-
|
4,500,000
|
Prepayments
|
231,130
|
32,333
|
|
2,653,084
|
6,331,172
|
Trade and other receivables are
presented net of expected credit loss of €1,749,178 (2022: €2,819,213). There is reversal of expected credit loss
amounting to €1,957,176 during the year
recorded within other income.
13) Cash and cash
equivalents
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Cash in hand
|
-
|
8,399
|
Cash at bank
|
2,559,356
|
231,010
|
|
2,559,356
|
239,409
|
Cash and cash equivalents comprise
cash on hand, cash held at the bank and demand deposits. Cash
equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and that are subject
to an insignificant risk of changes in value. € 46,016 (€2022:
€120,665) cash are restricted according to the bank loan agreement
with UniCredit.
14) Trade and other
payables
Non-current trade and other
payables can be presented as follows:
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Concession payable
|
1,999,494
|
539,929
|
Other payables
|
1,358
|
|
|
2,000,852
|
539,929
|
The current trade and other
payables can be presented as follows:
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Trade creditors
|
675,464
|
188,499
|
Concession payable
|
23,822
|
23,823
|
Other payables
|
898,296
|
514,004
|
Deferred income
|
253,399
|
-
|
|
1,850,981
|
726,326
|
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
15) Bank
loans
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
|
|
|
Loan from UniCredit (a)
|
8,324,781
|
7,795,499
|
Loan from BACB (b)
|
3,648,013
|
3,968,384
|
Central Cooperative Bank
(c)
|
8,595,630
|
8,192,594
|
|
20,568,424
|
19,956,478
|
Long term bank loans
|
16,869,504
|
18,185,200
|
Current bank loans
|
3,698,920
|
1,771,278
|
|
|
|
Reconciliation of bank loans
|
|
|
Beginning of year (gross
loan)
|
19,956,478
|
16,289,811
|
Bank loan arrangement
fees
|
(38,718)
|
-
|
Loan received /
acquired
|
3,183,243
|
5,099,630
|
Interest charged
|
698,160
|
472,617
|
Principal repayments
|
(2,484,052)
|
(1,366,680)
|
Interest payments
|
(746,687)
|
(538,900)
|
Total bank loans
|
20,568,424
|
19,956,478
|
(a)
In October 2017, BSPF Bulgaria
EAD, a subsidiary of parent company entered into a secured debt
funding of €7 million from UniCredit Bulbank AD ("UniCredit"), a
leading Bulgarian commercial bank which was used to complete the
acquisition of the Ivan Vazov 1 Building. The debt funding from
UniCredit is secured by a commercial mortgage on the property
valued at €12,710,332 (see note 8). The
debt funding is also secured by a first rank pledge of all the
receivables, claims, rights and interests, both current and future,
of the company along with a first ranking registered pledge of the
commercial enterprise of the company and a first ranking pledge of
100% of the shares of the capital of the company.
The initial term of the debt funding was
thirty-six months from date of execution of the loan documentation
and the repayment shall be made as a one-off payment on the
repayment deadline.
The company renegotiated the terms of the loan in November 2021,
extending the repayment period until 30 November 2033 and changed
the margin to the interest rate to 2%. The principal should be
repaid in equal installments, with the first installment set from
23 December 2023. The interest on the loan is now the internal
interest percentage by the bank plus 2.00% (2022: 2%).
The liabilities under this loan
amount to €7,013 thousand, of which €468 thousand are
short-term.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
15) Bank loans
(continued)
In November 2021, BSPF Bulgaria
EAD entered into an agreement with Unicredit Bulbank AD
("UniCredit"), a leading Bulgarian commercial bank, which involved
revised and extended lending terms for the construction of the Ivan
Vazov 1 Building. The Company entered into
a secured debt funding of up to BGN
4,498,409 (approximately €2.3
million) from UniCredit Bulbank AD ("UniCredit"), a leading
Bulgarian commercial bank which was used to partly finance the
construction costs for the planned renovation of the roof and
overhaul of the administrative building known as the Ivan Vazov 1
Building. The secured debt funding is made up of an investment
limit of up to €1.8 million and a revolving limit of up
to €0.5 million. The debt funding from UniCredit is secured by
a commercial mortgage on the property valued
at €12,710,332 (see note 8). The debt funding is also
secured by a second rank pledge of all the receivables, claims,
rights and interests, both current and future, of the company along
with a second ranking registered pledge of the commercial
enterprise of the company and a second ranking pledge of 100% of
the shares of the capital of the company. The utilization deadline
of €1.5 million of the investment limit is no later than
30 November 2023 while the utilization deadline of the
remaining €0.3 million is no later than 30 November 2024.
There is a grace period on the repayment of the principal amount
due until 30 November 2023. After this date the principal will be
repaid in equal monthly instalments. Interest is also repayable
monthly with no grace period agreed. The repayment period is up
until 30 November 2033. The utilization deadline of €0.5
million of the revolving limit is no later than 30 November
2023.The repayment of the revolving limit is made within 6 months
of each utilized amount and the repayment period is up until 30 May
2024.
The liabilities under this loan
amount to €1,312 thousand, of which €187 thousand are
short-term.
(b)
In 2022, the BSPF Project 1, a
subsidiary of the parent company, received financing from a
commercial bank in the amount of BGN 8,150,000
(approximately €4,167,028). The financing was granted in connection with the
acquisition of an investment in Star Mill EOOD. The loan is
repayable by 20 October 2030 in instalments according to a
repayment plan. The loan is charged a floating interest sum of
LEONIA Plus and a risk allowance. The loan is secured by the
following assets:
•
Receivables of the BSPF Project 1 from Star Mill EOOD;
•
Bank deposit of the BSPF Project 1 of €102,258, which will be released
after full payment to the creditor;
•
Mortgage of the real estate of Star Mill EOOD;
•
Current and future funds of the BSPF Project 1 and Star Mill EOOD
on current accounts opened with the creditor bank.
(c)
Central Cooperative bank loan
and overdraft
|
As at
31 Dec
2023
€
|
As
at
31 Dec
2022
€
|
Central Cooperative Bank overdraft
(i)
|
662,768
|
664,234
|
Central Cooperative Bank overdraft
(ii)
|
5,278,752
|
6,178,112
|
Central Cooperative Bank
investment loan (iii)
|
1,155,108
|
1,350,248
|
Central Cooperative Bank loans
(iv)
|
1,499,002
|
-
|
|
8,595,630
|
8,912,594
|
(i)
On 24 June 2016, the company entered an overdraft
credit agreement with the Central Cooperative Bank AD with a limit
of €818,067. On 29 June 2018, the parties agreed that the Company
will pay annual interest at 4% variable interest rate. On 12 March
2020, the agreed interest rate was renegotiated and reduced to
2.8%. In 2020, the terms of the contract were extended to 12 March
2020. As at 31 December 2023, the carrying amount was
€662,768.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
15)
Bank loans
(continued)
(ii)
On 28 December 2017, the company entered an
overdraft credit agreement with the Central Coorporative Bank AD
with a limit of €8,569,252. On 12 March 2020, the agreed interest
rate was 2.8%. The overdraft usage period has a maturity date of 21
January 2028. As at 31 December 2023 the carrying amount was
€5,278,752.
(iii)
On 28 December 2017, the company entered an
investment loan agreement with the Central Cooperative Bank AD. The
loan was for an amount of €2,024,205 and is due for repayment by 21
January 2028. On 12 March 2020, the agreed interest rate was
renegotiated and reduced to 2.8%. As at 31 December 2023, the
carrying amount was €1,155,108.
The above overdraft and loans
positions are secured by the commercial property of South Beach
(Gradina) Camp which includes all the tangible fixed assets of the
property along with the mortgage on the land.
(iv)
This relates to two loans held by Lazuren Bryag
91 EOOD and provided by the Central Cooperative Bank. The loans are
subject to a rate of 1-month Euribor plus 1.3%, however not less
than 3.5% and no more than 3.85%. The second loan is subject to a
rate of 2.8%. The loans will mature on 16 September 2024 and 12
September 2025 and the real estate owned by Lazuren Bryag 91 EOOD
has been charged as security for the total loan amount.
16) Details of Group
undertakings
The Group holds 20% or more of the
nominal value of any class of share capital in the following
investments:
Held
directly:
|
Share-holding
|
Nature of Business
|
Country of Incorporation
|
BSPF (Property 2)
Limited
|
100%
|
Investment Holding
|
Jersey
|
BSPF (Property 3)
Limited
|
100%
|
Dormant
|
Jersey
|
BSPF (Property 4)
Limited
|
100%
|
Dormant
|
Jersey
|
BSPF (Property 5)
Limited
|
100%
|
Dormant
|
Jersey
|
BSPF (Property 6)
Limited
|
100%
|
Dormant
|
Jersey
|
BSPF Project 1 EAD
|
100%
|
Tourism Services
|
Bulgaria
|
BSPF Super Borovetz EAD
|
100%
|
Property Investment
|
Bulgaria
|
BSPF Bulgaria EAD
|
100%
|
Property Investment
|
Bulgaria
|
ECDC Plc
|
29.85%
|
Investment Holding
|
Isle of Man
|
Littoral Invest AD
|
99.40%
|
Financial Services
|
Bulgaria
|
Held
indirectly:
|
|
|
|
Camping South Beach
EOOD
|
100%
|
Tourism Services
|
Bulgaria
|
Star Mill EOOD
|
100%
|
Tourism Services
|
Bulgaria
|
Grand Hotel Varna AD
|
98.17%
|
Hospitality and various
|
Bulgaria
|
GHV Dolphins EAD
|
98.17%
|
Tourism Services
|
Bulgaria
|
Lazuren Bryag 91 EOOD
|
99.40%
|
Property Investment
|
Bulgaria
|
|
|
|
|
In 2022, the Group stopped
recognising its share of losses in ECDC plc because it has no
further obligations arising from incurring these losses.
As at 31 December 2023, ECDC is at
net liability position of €47,252 (2022: €451). In 2022, the Group
stopped recognising its share of losses in ECDC plc because it has
no further obligations arising from incurring these losses. In
2023, the group's proportionate share in the losses of ECDC
amounting to €13,970 (2022: €13,786) cumulatively €25,208 (2022:
€11,238).
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
16) Details of Group
undertakings (continued)
The group includes two
subsidiaries, Grand Hotel Varna AD and GHV Dolphins EAD with
material non-controlling interests (NCI) of 1.83%.
As at 31 December 2023, Grand
Hotel Varna AD had, before intergroup eliminations, Revenue of
€11,319, Net profit for the year of €304,176, Total assets of
€15,819,479 and Net assets of €15,028,819. Total comprehensive
income for the year attributable to non-controlling interest is
5,558 whereas amount of net assets attributable to non-controlling
interest is €561,351.
As at 31 December 2023, GHV
Dolphins EAD had, before intergroup eliminations, Revenue of
€4,090, Net loss for the year of €3,502, Total assets of €3,320,531
and Net assets of €3,249,869. Total comprehensive income for the
year attributable to non-controlling interest is €64 whereas amount
of net assets attributable to non-controlling interest is
€347,298.
17) Issued share
capital
Authorised
|
As at
31 Dec
2023
|
As
at
31 Dec
2022
|
Founder shares of no par
value
|
10
|
10
|
Ordinary shares of no par
value
|
Unlimited
|
Unlimited
|
Issued and fully paid
|
€
|
€
|
2 Founders shares of no par value
(2022: 2)
|
-
|
-
|
2,458,323,603 ordinary shares of
no par value (2022: 1,813,323,603)
|
81,019,442
|
70,699,442
|
The Founders shares do not carry
any rights to dividends or profits and on liquidation they will
rank behind Shares for the return of the amount paid up on each of
them. The shares carry the right to receive notice of and attend
general meetings, but carry no right to vote thereat unless there
are no Participating Shares in issue.
Capital management
The Directors consider capital to
be the net assets of the Group. The capital of the group will be
managed in accordance with the Investment Strategy documented on
the Parent Company's website. The group manages its capital to
ensure its functioning as a going concern, while at the same time
seeking to maximize returns for shareholders through optimization
of the debt-to-equity ratio (return on invested capital). The
purpose of the Management is to maintain the confidence of
investors, creditors and the market and to guarantee the future
development of the group.
18)
Reserves
The following describes the nature
and purpose of each reserve within equity:
Retained earnings - The retained
earnings represent cumulative net profits and losses recognised in
the Group's statement of comprehensive income.
Foreign currency translation reserve
- Exchange differences relating to the translation of the results
and net assets of the Group's foreign operations from their
functional currencies to the Group's presentation currency (i.e.
Currency Units). The Bulgarian subsidiaries' functional currency is
the Bulgarian Lev which is pegged to the Euro at 1 EUR = 1.95583
BGN, hence there is no movement of foreign currency translation
reserve during the year.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
19) Profit and Net
Asset Value per share
Profit per share
The basic profit per ordinary
share is calculated by dividing the net profit attributable to the
ordinary
shareholders of the Company by the
weighted average number of ordinary shares in issue during the
year.
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Profit attributable to owners of
parent (€)
|
10,409,093
|
3,849,241
|
Weighted average number of
ordinary shares in issue
|
1,922,885,247
|
1,783,601,434
|
Basic profit per share
(cents)
|
0.54
|
0.22
|
The Company has no dilutive
potential ordinary shares; the diluted earnings per share is the
same as the
basic earnings per
share.
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Net assets attributable to owners
of the parent (€)
|
49,508,584
|
28,779,491
|
Number of ordinary shares
issued
|
2,458,323,603
|
1,813,323,603
|
Net Asset Value per share
(cents)
|
2.01
|
1.59
|
20) Segmental
analysis
IFRS 8 Operating Segments requires
operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed
by the chief operating decision maker in order to allocate
resources to the segments and to assess their
performance.
The Group is organised into one
main operating and reporting segment focusing on investment in the
Bulgarian property market.
No additional disclosure is
included in relation to segmental reporting as the Group's
activities are limited to one operating and reporting
segment.
21) Contingencies
and commitments
In connection with the
implementation of the Concession Agreement dated 17.09.2020, Camp
South Beach EOOD, an indirect subsidiary of the Parent company has
obligations to carry out the following current activities and
commitments:
· Securing the concession site;
· Development of the infrastructure of the concession
site;
· Organizing the use of the sea beach;
· Beach
strip zoning;
· Water
rescue activity;
· Medical insurance;
· Sanitary - hygienic maintenance of the sea beach;
· Beach
services, sports and entertainment and commercial
activities.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
21) Contingencies and
commitments (continued)
According to the financial plan to
the concession agreement, for the implementation of activities on
the use of the sea beach, the Company has a commitment to implement
an investment program that is distributed over the individual years
of the concession agreement. In the first year of the agreement,
the Company is committed to make investments and improvements at
the amount of BGN 394,000 (€201,449),
which include: construction of rescue posts and stations,
construction of a medical and mobile medical station, provision of
beach umbrellas, sunbeds, changing rooms, showers with cold water
and other tools and facilities for the use of the beach; provision
of a beach cleaning machine, construction of additional commercial
areas, construction and provision of infrastructure related to
improving access to the sea beach. Part of these investments were
implemented together with the improvements that the Company made to
the property in 2020. The rest of the assets acquired, and the
improvements were made by both the Company and the tenants -
subcontractors of sites in the camping. This opportunity is
provided according to the terms of the agreement.
For 2023, the Company's commitment
is to carry out investments and improvements at the amount of BGN
2,000 (€1,023), which were effectively
implemented by placing wooden paths along the beach and waste
bins.
For the duration of the concession
agreement, the Company, its employees, tenants and authorized
persons have an obligation to maintain the sea beach and the
appurtenances without risk to the health and life of visitors to
the site; to ensure the protection of the environment, through
information signs and sufficient waste collection bins; not to
carry out activities that are not compatible with the terms of the
above-mentioned agreement or that are prohibited by law.
Camp South Beach EOOD complies
with the provisions of the applicable legislation, including the
Black Sea Coast Development Act; The Ordinance on water rescue
activities and securing water areas; the Environmental Protection
Act; the Biological Diversity Act, etc.
22) Directors'
interests
Total compensation paid to the
Directors of the parent Company during the year were €56,078 (2022:
€54,208). Outstanding Directors' fees were €nil (2022:
€47,432).
23) Ultimate
controlling party
The Directors consider that there
is no controlling or ultimate controlling party of the
Group.
24) Financial risk
management objectives and policies
The Group's financial instruments
comprise long term receivables, loan receivables, cash and cash
equivalents, short term investments, trade and other receivables,
bank loans, shareholders loan, and payables that arise directly
from its operations.
The main risks the Group faces
from its financial instruments are (i) market price risk
(comprising currency risk, interest rate risk and other price
risk), (ii) liquidity risk and (iii) credit risk.
The Board regularly considers
risks applicable to the portfolio.
As a result of the short-term
nature of the Group's financial instruments, the carrying values
approximate to fair value.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
24) Financial risk
management objectives and policies (continued)
i. Foreign
Currency risk
The risk that the fair value or
future cash flows of a financial instrument will vary due to
changes in exchange rates. Most of the Group's transactions are
carried out in EUR and Bulgarian LEV. Exposures to currency
exchange rates arise from the Group's overseas sales and purchases,
which are primarily denominated in Bulgarian LEV. The functional
and presentational currency of the Group is EUR. The Group does not
hedge this risk.
An analysis of the Group's
financial assets and liabilities foreign currency exposure is
detailed below:
As at 31 December 2023
|
GBP
€
|
EUR
€
|
Bulgarian
LEV
€
|
Total
€
|
|
|
|
|
|
Long term deposit
|
-
|
-
|
102,258
|
102,258
|
Loan receivable
|
-
|
-
|
2,754,689
|
2,754,689
|
Trade and other
receivables
|
-
|
39,221
|
1,627,523
|
1,666,744
|
Short term investment
|
-
|
-
|
12,330,603
|
12,330,603
|
Cash and cash
equivalents
|
57,463
|
90,178
|
2,411,175
|
2,559,356
|
Trade and other
payables
|
-
|
(58,290)
|
(3,540,144)
|
(3,598,434)
|
Shareholders loans
|
-
|
(23,307,833)
|
-
|
(23,307,833)
|
Bank loans
|
-
|
-
|
(20,568,424)
|
(20,568,424)
|
Net exposure
|
57,463
|
(23,236,724)
|
(4,881,780)
|
(28,061,041)
|
|
|
|
|
|
|
As at 31 December 2022
|
GBP
€
|
EUR
€
|
Bulgarian
LEV
€
|
Total
€
|
|
|
|
|
|
Trade and other
receivables
|
-
|
4,500,000
|
1,831,172
|
6,331,172
|
Cash and cash
equivalents
|
30
|
142
|
239,237
|
239,409
|
Trade and other
payables
|
-
|
(347,797)
|
(998,884)
|
(1,346,681)
|
Shareholders loans
|
-
|
(2,565,808)
|
-
|
(2,565,808)
|
Bank loans
|
-
|
-
|
(19,956,478)
|
(19,956,478)
|
Net exposure
|
30
|
1,586,537
|
(18,884,953)
|
(17,298,386)
|
Foreign currency
sensitivity
The Bulgarian lev has been pegged
to the Euro since its launch in 1999 at the rate of 1.95583 leva =
1 euro, hence effectively there is no foreign currency risk as long
as the peg is in place.
If the EUR/GBP exchange rate as at
31 December 2023 was to strengthen or weaken by +/-10% it would
result in a decrease or increase respectively in the profit for the
year and net assets of €5,746 (2022: a decrease or increase in net
liabilities of €3).
ii. Other price risk
The risk that the fair value or
future cash flows of a financial instrument will vary due to
changes in market prices (other than those arising from interest
rate risk or currency risk), regardless of whether these changes
are caused by factors specific to the individual financial
instrument or its issuer, or by factors affecting all similar
financial instruments traded in the market. The Group is exposed to
other price risk in respect of its short-term investments. If the
stock price for these securities increased or decreased by that
10%, profit or loss and equity would have changed by
€1,233,060.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
iii. Interest rate risk
Interest rate movements may
affect: (i) the fair value of the investments in fixed interest
rate securities and (ii) the level of income receivable and expense
payable on cash deposits and loans and borrowings. There are no
fixed interest rate securities as at 31 December 2023 or 31
December 2022.
The interest rate profile of the
Group's financial instruments is as follows:
As at 31 December 2023
|
Variable
rate
€
|
Fixed rate
€
|
Non-interest
bearing
€
|
Total
€
|
Long term deposit
|
-
|
-
|
102,258
|
102,258
|
Loan Receivable
|
-
|
2,754,689
|
-
|
2,754,689
|
Trade and other
receivables
|
-
|
-
|
1,666,744
|
1,666,744
|
Short term investment
|
-
|
-
|
12,330,603
|
12,330,603
|
Cash and cash
equivalents
|
-
|
-
|
2,559,356
|
2,559,356
|
Trade and other
payables
|
-
|
-
|
(3,851,833)
|
(3,851,833)
|
Shareholder loan
|
-
|
(23,307,833)
|
-
|
(23,307,833)
|
Bank loans
|
(20,568,424)
|
-
|
-
|
(20,568,424)
|
|
(20,568,424)
|
(20,553,144)
|
13,060,527
|
(28,061,041)
|
|
|
|
|
|
As at 31 December 2022
|
|
|
|
|
Trade and other
receivables
|
-
|
-
|
6,331,172
|
6,331,172
|
Cash and cash
equivalents
|
-
|
-
|
239,409
|
239,409
|
Trade and other
payables
|
-
|
(563,751)
|
(782,930)
|
(1,346,681)
|
Shareholder loan
|
-
|
(2,565,808)
|
-
|
(2,565,808)
|
Bank loans
|
(19,956,478)
|
-
|
-
|
(19,956,478)
|
|
(19,956,478)
|
(3,129,559)
|
5,787,651
|
(17,298,386)
|
Interest rate
sensitivity
An increase or decrease of 100
basis points in interest rates during the year would have decreased
or increased the net assets attributable to shareholders and
changes in net assets attributable to shareholders by €411,216
(2022: €230,860).
iii. Credit
risk
Credit risk is the risk that a
counterparty fails to discharge an obligation to the Group. The
Group is exposed to credit risk from financial assets including
cash and cash equivalents held at banks, trade and other
receivables, short term investments, loan receivables and long-term
deposits. The amount of credit risk is equal to the amounts stated
in the statement of financial position for each of these assets.
Cash balances are limited to high-credit-quality financial
institutions.
The allowance for expected credit
losses (ECLs) are as disclosed within note 12.
iv. Liquidity risk
'Liquidity risk' is the risk that
the Group will encounter difficulty in meeting obligations
associated with its financial liabilities that are settled by
delivering cash or another financial asset.
The Group's policy and the Boards
approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stress conditions. The
Group's main assets include investment properties, which are
generally illiquid. As a result, the Group may not be able to
liquidate some of its investments in due time to meet its liquidity
requirements. The Group's liquidity is managed on a daily basis by
the administrators of the Company and its subsidiaries in
accordance with policies and procedures in place. The Group's
overall liquidity risk is managed on a monthly basis by the board
of the directors.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
iv. Liquidity risk (continued)
The following table sets out the
carrying amount, by maturity, of the Group's financial instruments
that are
exposed to liquidity
risk:
As at 31 December 2023
|
<1 Year
€
|
1-5 Years
€
|
>5
Years
€
|
Total
€
|
Trade and other
payables
|
(1,850,981)
|
(2,000,852)
|
-
|
(3,851,833)
|
Shareholders loan
|
(23,307,833)
|
-
|
-
|
(23,307,833)
|
Bank loans and interest
|
(3,698,920)
|
(2,110,293)
|
(14,759,211)
|
(20,568,424)
|
|
(28,857,734)
|
(4,111,145)
|
(14,759,211)
|
(47,728,090)
|
As at 31 December 2022
|
<1 Year
€
|
1-5 Years
€
|
>5
Years
€
|
Total
€
|
|
Trade and other
payables
|
(1,346,681)
|
-
|
-
|
(1,346,681)
|
Shareholders loan
|
(2,565,808)
|
-
|
-
|
(2,565,808)
|
Bank loans and interest
|
(1,771,278)
|
(10,098,661)
|
(8,086,539)
|
(19,956,478)
|
|
(5,683,767)
|
(10,098,661)
|
(8,086,539)
|
(23,868,967)
|
|
|
|
|
|
|
|
25) Related party
transactions
In July 2017, the Company
appointed Phoenix Capital Management JSC as its investment adviser
with responsibility for advising on the investment of the Company's
property portfolio. Phoenix Capital Holding JSC owns 79.99% of the
Phoenix Capital Management JSC shares. Phoenix Capital Holding JSC,
through its wholly owned subsidiary Mamferay, holds 18.30% (2022:
24.81%) of the issued share capital of the Company. Phoenix Capital
Management JSC received fees of €214,272 (2022: €268,062). The
amount outstanding as at year-end is €nil (2022:
€268,062).
Yordan Naydenov was a Director of
the Company during the financial year and until April 2024 (note
29). Yordan Naydenov is also a partner with Boyanov & Co, a
legal adviser to the Company. During the year, Boyanov & Co
received fees of €78,284 (2022: €104,284). The amount outstanding
as at year end was €nil (2022: €28,298).
The total amount outstanding at
year end to the shareholders totaled €23,307,833 (2022:
€2,565,808).
26) Long term
deposit
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Long term deposit
|
102,258
|
-
|
|
102,258
|
-
|
In connection with the bank loan
(note 15) the company placed a deposit with the lending bank. The
fixed term deposit serves as collateral for the loan and will be
released after full payment of the bank loan, which is expected to
be on 20 October 2033.
Notes to the Consolidated Financial
Statements (continued)
For the year ended 31 December 2023
27) Loan
receivable
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Loan receivable
|
2,754,689
|
-
|
|
2,754,689
|
-
|
The loan receivable is unsecured
and interest is receivable at a fixed rate. There are no
restrictions imposed on the company's claims to the loan
receivable.
28) Short term
investment
During the year, the Company
acquired shares of collective investment schemes, with the fair
value of the investments in funds being determined based on their
redemption prices at the reporting date. The movement in short term
investments during the year was as shown below.
|
Year ended 31 Dec
2023
€
|
Year
ended 31 Dec 2022
€
|
Balance at the beginning of the
year
|
-
|
-
|
Acquired during the
year
|
12,005,933
|
-
|
Fair value gain during the
year
|
335,901
|
-
|
Fair value expense on financial
assets
|
(11,231)
|
-
|
|
12,330,603
|
-
|
29) Subsequent
events
In April 2024 two of the Company's
subsidiaries in Bulgaria (BSPF Bulgaria and GHV-Dolphins EAD) each
signed a license and management agreement with Nobu Hospitality to
transform two of the Company's existing properties into a Nobu
Hotel and Restaurant in the heart of Sofia and on the Black Sea
Coast.
Also, in April 2024 the Company
announced Board Changes where the previous Directors - Ventsislava
Altanova, Miroslav Georgiev and Yordan Naydenov have resigned. The
Company welcomed Todor Ivanov and Valentino Georgiev as new
Directors.
Mr. Ivanov has over 20 years of
administrative experience, and, in 2022, was the deputy regional
governor of Burgas Region. Mr Ivanov is currently a municipal
councilor in the Municipality of Burgas. Previously, he was
successively an administrative director and manager of an
architectural company and has considerable experience of the entire
construction and investment process.
Mr. Georgiev has over ten years of
experience in real estate in the UK and Bulgaria. Mr. Georgiev
spent five years working in a legal firm in London, specialising in
conveyancing, transfers of equity and lease extensions. In addition
to this, Mr. Georgiev also has UK experience as an estate agent
working in sales and leases of commercial and residential
properties in Central London. In Bulgaria, Mr. Georgiev has
experience of real estate development and sales in exclusive
holiday resorts on the Black Sea Coast.