ENDGAME ANALYSIS
FINANCIAL
STATEMENTS
Devising the right gambits
for improved profitability
INDEPENDENT
AUDITORS’ REPORT
TO THE SHAREHOLDERS OF LAVASTONE LTD
Report on the Audit of the Consolidated and Separate Financial Statements
Opinion
We have audited the consolidated financial statements of Lavastone Ltd (the “Company”) and its subsidiaries (together the “Group”), and the Company’s separate financial statements set out on pages 94 to 149 which comprise the consolidated and separate statements of financial position as at 30 September 2023, and the consolidated and separate statements of profit or loss and other comprehensive income, consolidated and separate statements of changes in equity and consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the financial position of the Group and of the Company as at 30 September 2023, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritian Companies Act 2001.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (the “IESBA Code”). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Valuation of Investment Properties
Key Audit Matter
The Group has investment properties of Rs 3.84bn as at 30 September 2023. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value with the corresponding changes in fair values being recognised in the consolidated statement of profit or loss in accordance with IAS 40 Investment Property. The fair value gains on the investment properties for the year ended 30 September 2023 amounted to Rs 76.2m.
The fair values of the investment properties are determined by an external independent valuation specialist using valuation techniques which involve significant judgements and assumptions. Inappropriate estimates made in the fair valuation of investment properties may result in a significant impact on the results and on the carrying amount of the properties.
As a result, the valuation of investment properties has been identified to be a key audit matter due to the significant judgements and estimates involved and its significance on the consolidated financial statements.
Related Disclosure
Refer to notes 3(f) (accounting policies), note 5 (significant accounting judgements, estimates and assumptions) and note 15 (Investment properties) of the accompanying financial statements.
Audit Response
Our procedures in relation to the valuation of investment properties are described below:
• We assessed the design and implementation of the key controls relating to the valuation of investment properties;
• We have obtained, read and understood all the reports from the external independent valuation specialist;
• We assessed the qualifications, competence, capabilities and objectivity of the external independent valuation specialist;
• We engaged with our Corporate Finance specialist team to ensure the valuation process, valuation methodology used, inputs to the model and the significant judgements and assumptions applied , including yields and capitalisation rates are appropriate and reasonable;
• We tested the data inputs against supporting documentation to ensure it is accurate, reliable and reasonable;
• We discussed with the external independent valuation specialist and challenged the key assumptions comprising the discount rates and capitalisation rates adopted in the valuation;
• We benchmarked and challenged the key assumptions to external industry data and comparable property valuation; • Where recent transaction price has been used for valuing remaining plot of bare land, we have recomputed the value based on latest sales price;
• We tested the mathematical accuracy of the underlying calculations used in the valuation models;
• We ensured that the measurement basis for the valuation and valuation methods used were in accordance with International Financial Reporting Standards; and
• We evaluated whether disclosures in the financial statements in respect of valuation of investment properties were in accordance with the requirements of International Financial Reporting Standards, including disclosure on significant inputs and sensitivity analysis.
2. The Company – Impairment Assessment of Investment in Subsidiaries
Key Audit Matter
As at 30 September 2023, the Company’s investment in subsidiaries amounted to Rs 1.26bn. In the Company’s separate financial statements, investment in subsidiaries is carried at cost less impairment in accordance with IAS 27 Separate Financial Statements. At each reporting date, when there is indication of impairment based on management assessment the recoverable amount of the subsidiaries is determined in line with the requirements of IAS 36 Impairment of Assets. An impairment loss arises when the recoverable amount is less than the carrying amount of the investment in subsidiaries and is recognised in profit or loss.
The recoverable amount is the higher of the value in use and fair value less costs of disposal. The determination of the recoverable amounts involves a high level of judgement and estimates, particularly when Discounted Cash Flow (DCF) valuations are used in arriving at the recoverable amount.
We focused on this area due to the significance of the investment in subsidiaries on the Company’s assets and because the Company’s determination of the recoverable amount of investment in subsidiaries involves significant assumptions and judgements about the future results of the business and the discount rates applied to future cash flow forecasts.
Related disclosure
Refer to note 3(t) (accounting policy on investment in subsidiaries), note 5 (significant accounting judgements, estimates and assumptions) and note 21 (Investment in Subsidiaries) of the accompanying financial statements.
Audit Response
Our audit procedures include the following:
• We assessed the design and implementation of the key controls relating to management’s impairment assessment of the investment in subsidiaries;
• We compared the carrying amount of the investments held for each investee companies with the net asset value of the respective subsidiaries to identify whether there was any impairment indication;
• For investment in subsidiaries where impairment indicators were identified, we compared the carrying amount of the investments with the recoverable amount of these subsidiaries based on discounted cash flow forecasts provided by management;
• We obtained, understood, evaluated and challenged the composition of management’s cash flow forecasts and the process by which they were developed;
• We tested the mathematical accuracy of the underlying calculations of the cash flow forecasts provided by management;
• We assessed the reliability of cash flow forecasts through a review of actual performance compared to previous forecasts;
• We assessed the reasonableness of the key assumptions used in the cash flow forecasts such as growth rates and discount rate; and
• We also assessed the adequacy of the disclosures made in the financial statements in accordance with the requirements of International Financial Reporting Standards.
3. Assessment of Expected Credit Loss on Receivables from Related Parties
Key Audit Matter
As at 30 September 2023, the Company had receivables from related parties amounting to Rs 1.2bn. Receivables from related parties are measured at amortised cost less expected credit loss allowance in accordance with IFRS 9 Financial Instruments.
IFRS 9 requires the Company to recognise expected credit loss (ECL) on financial assets measured at amortised cost, which involves significant judgement and estimates to be made by the Company.
Given the significant judgements and estimates involved in the determination of ECL on receivables from related parties and the significance of the amount of receivables from related parties on the Company’s total assets, this audit area is considered a key audit matter.
Related disclosures
Refer to notes 3(n) and 3(q) (accounting policies), note 5 (significant accounting judgements, estimates and assumptions), note 6.1(b) (credit risk) and note 24 (Trade and other receivables) of the accompanying financial statements for details of the receivables from related parties.
Audit Response
Our audit procedures included the following:
• We carried out discussions with management to understand the process around the ECL calculation;
• Obtained confirmations for amounts owed by related parties at the end of the reporting period;
• Discussed with management over future prospects of the Group and the Company;
• We ensured that the current impairment methodology is consistent with the requirements of IFRS 9 principles;
• We assessed the appropriateness of management’s determination of credit risk and expected credit loss;
• We also examined management’s estimate of future cash flows when determining recoverability of the amount receivable and assessed the reasonableness of the inputs included in the cash flow forecasts; and
• We reviewed the completeness and adequacy of the disclosures in the financial statements for compliance with IFRS 7 Financial Instruments: Disclosures.
Other Information
The Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated and separate financial statements and our auditor’s report thereon.
Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Directors for the Consolidated and Separate Financial Statements
The Directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritian Companies Act 2001, and for such internal control as the Directors determine is necessary to enable the preparation of the consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s and the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Directors,
• Conclude on the appropriateness of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor’s Report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor’s Report. However, future events or conditions may cause the Group and/or the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure, and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our Auditor’s Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Mauritian Companies Act 2001
The Mauritian Companies Act 2001 requires that in carrying out our audit we consider and report on the following matters. We confirm that:
• We have no relationship with, or interests in, the Company or any of its subsidiaries, other than in our capacity as auditor and dealings in the ordinary course of business.
• We have obtained all information and explanations we have required.
• In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.
Mauritian Financial Reporting Act 2004
Our responsibility under the Mauritian Financial Reporting Act 2004 is to report on the compliance with the Code of Corporate Governance (“Code”) disclosed in the annual report and assess the explanations given for non-compliance with any requirement of the Code. From our assessment of the disclosures made on corporate governance in the annual report, the Company has, pursuant to section 75 of the Mauritian Financial Reporting Act 2004, complied with the requirements of the Code.
Other Matter
This report is made solely to the Company’s shareholders, as a body, in accordance with Section 205 of the Mauritian Companies Act 2001. Our audit work has been undertaken so that we might state to the Company’s shareholders 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
BDO & CO
Chartered Accountants
Port Louis, Mauritius
Rookaya Ghanty, FCCA
Licensed by FRC
15 December 2023
STATEMENT
OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
These financial statements have been approved for issue by the Board of Directors on 15 December 2023 and signed on its behalf by:
Non-Executive Director and Chairman
Executive Director and Managing Director
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1. CORPORATE INFORMATION
Lavastone Ltd is a public company and listed on the Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Ltd incorporated in Mauritius. The main activity of the Group is to hold investment properties and its registered office is at 1st Floor, EDITH, 6 Edith Cavell Street, Port Louis.
2. ACCOUNTING POLICIES
2.1. BASIS OF PREPARATION
The consolidated financial statements comprise the financial statements of Lavastone Ltd and its subsidiaries (“the Group”) as at 30 September 2023.
The consolidated and separate financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and complied with the Mauritian Companies Act 2001 and Mauritian Financial Reporting Act 2004.
The financial statements have been prepared on a historical cost basis, except that:
(i) investment property have been measured at fair value; and
(ii) consumable biological assets have been measured at fair value.
The consolidated financial statements are presented in Mauritian Rupees and all values are rounded to the nearest thousand (Rs’ 000), except where otherwise indicated. The consolidated financial statements provide comparative information in respect of the previous period.
Going concern
At 30 September 2023, the Group had net current assets of Rs Rs 342,185,000 (2022: net current liabilities of Rs 28,439,000). The Board of Directors, having considered the adequacy of the Group’s funding and operating cash flows for at least the next 12 months from the reporting date, are satisfied that the financial statements are prepared on a going concern basis based on the future operations of the Group.
2.2. BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of Lavastone Ltd and its subsidiaries as at 30 September 2023.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of financial position and statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, noncontrolling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Property acquisitions and business combinations
Where property is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
Where such acquisitions are not determined to be an acquisition of a business, they are not treated as business combinations. Rather, they are treated as an asset acquisition. In such cases, the Company (“acquirer”) identifies and recognises the individual identifiable assets acquired and liabilities assumed. The Company does not recognise any goodwill in an asset acquisition transaction. Acquisition related cost are capitalised.
(b) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in fair value recognised in profit or loss.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, the gain is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units (CGUs) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the CGU retained.
(c) Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/noncurrent classification. An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period
Or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when:
• It is expected to be settled in the normal operating cycle
• It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period
Or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
(d) Foreign currencies
The Group’s consolidated financial statements are presented in Mauritian rupees, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, liability, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.
Group companies
The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(a) Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
(b) Income and expenses for each statement representing profit or loss and other comprehensive income are translated at average exchange rates; and
(c) All resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings are taken to equity.
When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate while retaining significant influence, the relevant proportion of the cumulative amount is reclassified to profit or loss.
(e) Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of an inventory property that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Capitalisation commences when: (1) the Group incurs expenditures for the asset; (2) the Group incurs borrowing costs; and (3) the Group undertakes activities that are necessary to prepare the asset for its intended use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs should be capitalised for construction of any qualifying assets.
The interest capitalised is calculated using the Group’s weighted average cost of borrowings after adjusting for borrowings associated with specific developments. Where borrowings are associated with specific developments, the amount capitalised is the gross interest incurred on those borrowings less any investment income arising on their temporary investment. Interest is capitalised from the commencement of the development work until the date of practical completion, i.e., when substantially all of the development work is completed. The capitalisation of finance costs is suspended if there are prolonged periods when development activity is interrupted. Interest is also capitalised on the purchase cost of a site of property acquired specifically for redevelopment, but only where activities necessary to prepare the asset for redevelopment are in progress.
(f) Investment properties
Investment properties comprises completed properties and properties under development (note 3(g)) or re-development that are held, or to be held, to earn rentals or for capital appreciation or both. Properties held under an operating lease is classified as investment properties when they are held to earn rentals, rather than for sale in the ordinary course of business or for use in production or administrative functions.
Investment properties comprises principally offices, commercial warehouse and retail properties that are not occupied substantially for use by, or in the operations of, the Group, nor for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciation. These buildings are substantially rented to tenants and not intended to be sold in the ordinary course of business.
Investment properties are measured initially at cost, including transaction costs. Transaction costs include transfer taxes, professional fees for legal services and (only in case of investment properties held under a lease) initial leasing commissions to bring the properties to the condition necessary for it to be capable of operating.
Subsequent to initial recognition, investment properties are stated at fair values, which reflect market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the corresponding tax effect. For the purposes of these financial statements, in order to avoid double counting, the fair values reported in the financial statements are:
• Reduced by the carrying amount of any accrued income resulting from the spreading of lease incentives and/ or minimum lease payments
• Adjusted accordingly, if a valuation obtained for a property is net of all payments expected to be made. Any recognised lease liability is added back.
Transfers are made to (or from) investment properties only when there is evidence of a change in use (such as commencement of development or inception of an operating lease to another party). For a transfer from investment properties to inventories, the deemed cost for subsequent accounting is the fair value at the date of change in use. If inventory properties becomes an investment properties, the difference between the fair value of the properties at the date of transfer and its previous carrying amount is recognised in profit or loss. The Group considers as evidence the commencement of development with a view to sale (for a transfer from investment property to inventories) or inception of an operating lease to another party (for a transfer from inventories to investment properties).
Investment properties is derecognised either when it has been disposed of (i.e., at the date the recipient obtains control) or when it is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. The amount of consideration to be included in the gain or loss arising from the derecognition of investment property is determined in accordance with the requirements for determining the transaction price in IFRS 15.
(g) Investment properties under development
Investment properties under development are assets that are being constructed or developed for future use as investment properties. Investment properties under development are measured at fair value through profit or loss. In the event that the fair value of an investment property under construction is not reliably determinable but can be reliably determinable when construction is completed, that investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is completed. When the investment property under development is completed, there is a transfer from investment properties under development to investment properties at fair value at the date of transfer. Any difference between the fair value at the date of transfer and it previous carrying amount is recognised in profit or loss.
(h) Inventory properties
Inventory properties is principally made up of property previously held as investment property which has been transferred on evidence of change in use being start of development in view of sale. Inventory property is measured at the lower of cost and net realisable value (NRV).
Principally, this is residential property that the Group develops and intends to sell before, or on completion of, development.
Cost incurred in bringing each property to its present location and condition includes:
• Freehold rights for land
• Amounts paid to contractors for development
• Borrowing costs, planning and design costs, costs of site preparation, professional fees for legal services, property transfer taxes, development overheads and other related cost
NRV is the estimated selling price in the ordinary course of the business, based on market prices at the reporting date, less estimated costs of completion and the estimated costs necessary to make the sale.
When an inventory property is sold, the carrying amount of the property is recognised as an expense in the period in which the related revenue is recognised. The carrying amount of inventory property recognised in profit or loss is determined with reference to the directly attributable costs incurred on the property sold and an allocation of any other related costs based on the relative size of the property sold.
(i) Cash and cash equivalents
Cash in hand and at bank in the statement of financial position comprise cash at banks and on hand, bank overdraft and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
(j) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets:
Plant and Machinery and motor vehicles 3 to 5 years
ii) Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. IFRS 16 requires certain adjustments to be expensed, while others are added to the cost of the related right-of-use asset.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Group as a lessor
The Group earns revenue from acting as a lessor mainly from operating leases which do not transfer substantially all of the risks and rewards incidental to ownership of an investment property. In addition, the Group subleases investment property acquired under head leases with lease terms exceeding 12 months at commencement. Subleases are classified as a finance lease or an operating lease by reference to the right-of-use asset arising from the head lease, rather than by reference to the underlying investment property. Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term, except for contingent rental income which is recognised when it arises. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis.
(k) Rent receivable
Rent receivable is recognised at fair value and subsequently measured at amortised cost.
(l) Revenue recognition
The Group’s key sources of income include: rental income, services to tenants and sale of completed property and inventory property. The accounting for each of these elements is discussed below.
i) Rental income
The Group earns revenue from acting as a lessor in operating leases. Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term except for contingent rental income, which is recognised when it arises. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income.
ii) Revenue from services to tenants
For investment property held primarily to earn rental income, the Group enters as a lessor into lease agreements that fall within the scope of IFRS 16. These agreements include certain services offered to tenants (i.e., customers) including CAM services (such as cleaning, security, landscaping. The consideration charged to tenants for these services includes fees charged based on a percentage of the rental income and reimbursement of certain expenses incurred.
The Group has determined that these services constitute distinct non-lease components (transferred separately from the right to use the underlying asset) and are within the scope of IFRS 15. The Group allocates the consideration in the contract to the separate lease and revenue (non-lease) components on a relative stand-alone selling price basis.
In respect of the revenue component, these services represent a series of daily services that are individually satisfied over time because the tenants simultaneously receive and consume the benefits provided by the Group. The Group applies the time elapsed method to measure progress.
The consideration charged to tenants for these services is based on a percentage of the rental income.
The Group arranges for third parties to provide certain of these services to its tenants. The Group concluded that it acts as a principal in relation to these services as it controls the specified services before transferring them to the customer. Therefore, the Group records revenue on a gross basis. For more information, please refer to note 5-significant accounting judgements, estimates and assumptions.
(iii) Revenues from the sale of completed inventory property
The Group enters into contracts with customers to sell properties. Inventory property relates to land parcels which are being developed by the Group. Revenue will be recognised at a point in time when development is completed, and the land parcels are delivered to clients.
The sale of completed property constitutes a single performance obligation and the Group has determined that is satisfied at the point in time when control transfers. For unconditional exchange of contracts, this generally occurs when legal title transfers to the customer.
Payments are received when legal title transfers which is usually within two months from the date when contracts are signed.
The Group assesses, at each reporting date, whether the carrying amount of inventory properties exceeds the remaining amount of consideration that the entity expects to receive in exchange for the residential development less the costs that relate directly to completing the development and that have not been recognised as expenses. For more information, please refer to note 5-significant accounting judgements, estimates and assumptions.
(m) Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses. Repair and maintenance costs are recognised in profit or loss as incurred. Depreciation is calculated on the straightline method to write off the cost of assets to their residual values over their estimated useful lives as follows:
The annual rates used are: Equipment 2% – 5%
Motor vehicles 10% – 25%
Depreciation methods
The assets’ residual values and useful lives are reviewed, and adjusted prospectively, if appropriate, at the end of each reporting period. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in profit or loss.
(n) Trade and other receivables
A trade receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Revenue earned from property development activities, but yet to be billed to customers, is initially recognised as contract assets and reclassified to trade receivables when the right to consideration becomes unconditional. Refer to the accounting policies on financial assets in this note for more information.
The trade receivables are presented in the statement of financial position under ‘Trade and other trade receivables’. For more information, see Note 24.
(o) Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, at the reporting date.
Current income tax relating to items recognised directly in other comprehensive income or equity is recognised in OCI or in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss
• In respect of taxable temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
• In respect of deductible temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if there is new information about changes in facts and circumstances. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of certain properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all the economic benefits embodied in the investment properties over time, rather through sale (note 5).
(p) Fair value measurements
The Group measures non-financial assets such as investment properties (note 15) and biological assets (note 22) at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability
Or
• In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group at the measurement date.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
Fair value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed, are summarised in the following notes:
• Accounting policy disclosures
• Disclosures for valuation methods, significant estimates and assumptions
• Investment properties and biological assets
• Quantitative disclosures of fair value measurement hierarchy.
(q) Financial instruments – initial recognition and subsequent measurement
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 entity.
Financial Assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, 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. As the Group’s rent and other trade receivables do not contain a significant financing component or for which the Group has applied the practical expedient, they are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income (OCI), it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows.
Subsequent measurement
For purposes of subsequent measurement, the Group’s financial assets are classified in two categories:
• Financial assets at fair value through profit or loss (derivative financial instruments)
• Financial assets at amortised cost (loan receivable, trade and other receivables and cash in hand and at bank)
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
Financial assets at amortised cost. For purposes of subsequent measurement, the Group measures financial assets at amortised cost if both of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Since the Group’s financial assets (loan receivable, trade and other receivables and cash in hand and at bank) meet these conditions, they are subsequently measured at amortised cost.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
• The rights to receive cash flows from the asset have expired
Or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
Impairment provision for expected credit losses of trade receivables and contract assets is recognised based on the simplified approach within IFRS 9 using the lifetime expected credit losses. During this process, the probability of the non-payment of trade receivables is assessed. This probability is then multiplied by the amount of expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables which is reported net, such provisions are recorded in a separate provision account with the loss being recognised within profit or loss. On confirmation that the trade receivable will not be collected, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those for which credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group and the Company use judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s and the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
The Group and the Company determine that a financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit impaired includes the following observable data: significant financial difficulty of the debtor, a breach of contract such as a default or being past due the agreed credit term or it is probable that the debtor will enter bankruptcy or other financial reorganisation.
Financial Liabilities
Initial recognition and measurement
The Group’s financial liabilities comprise interest-bearing loans and borrowings, lease liabilities and trade and other payables.
Financial liabilities are classified, at initial recognition, at fair value and net of directly attributable transaction costs. Refer to the accounting policy on leases for the initial recognition and measurement of lease liabilities, as this is not in the scope of IFRS 9. All financial liabilities are recognised initially at fair value and net of directly attributable transaction costs.
Subsequent measurement
For the purposes of subsequent measurement, all financial liabilities, except derivative financial instruments, are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account 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 statement of profit or loss.
Derecognition
A financial liability is derecognised when the obligation under the liability 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 statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
(r) Share Capital
Ordinary Shares are classed as equity.
(s) Investment in associate
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control over those policies. The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries. The Group’s investment in its associate is accounted for using the equity method.
Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. The statement of profit or loss reflects the Group’s share of the results of operations of the associate. Any change in other comprehensive income of those investees is presented as part of the Group’s in other comprehensive income. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in equity.
Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate. The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of profit or loss and other comprehensive income outside operating profit and represents profit or loss after tax and noncontrolling interests in the subsidiaries of the associate.
The financial statements of the associate are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associates. At each reporting date, the Group determines whether there is objective evidence that the investment in the associates is impaired.
If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, then recognises the loss as ‘impairment loss on associates’ in profit or loss. Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Separate financial statements
Investment in associate in the separate financial statements of the Company is carried at cost, net of any impairment. Where the carrying amount of an investment is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognised in profit or loss. Upon disposal of the investment, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.
(t) Investment in subsidiaries
Subsidiaries are those entities controlled by the Company. Control is achieved when the Company is exposed to, or has right to, variable returns from its investment with the entity and has the ability to affect those returns through its power over the entity.
Separate financial statements
Investments in subsidiaries in the separate financial statements of the Company are carried at cost, net of any impairment. Where the carrying amount of an investment is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognised in profit or loss. Upon disposal of the investment, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.
(u) Consumable Biological Asset
Consumable biological assets represent animals on hunting grounds and are stated at fair value less costs to sell. The fair value is measured as the expected net cash flows from the sale of the deer less cost to sell. The changes in fair value less cost to sell of the consumable biological assets is recognised in the statement of profit or loss.
(v) Retirement benefit obligations
Gratuity on retirement
For employees that are not covered under any pension plan, the net present value of gratuity on retirement payable under Workers’ Rights Act 2019 is calculated independently by a qualified actuary, AON Hewitt Ltd. The expected cost of these benefits is accrued over the service lives of employees on a similar basis to that for the defined benefit plan. The amount due per year of service is 15 days remuneration based on a month of 26 days (15/26). The Group makes Portable Retirement Gratuity Fund contribution (“PRGF”) contribution in line with the Workers’ Right Act 2019.
Defined contribution plans
Employees in the Group are under a defined contribution scheme, the assets of which are held and administered by an independent fund administrator. All new employees of the Group from that date become members of the defined contribution plan. Payments by the Company to the defined contribution retirement plan are charged as an expense as they fall due.
(w) Amalgamation reserve
Common control transactions fall outside the scope of IFRS 3 Business combinations because there is no change in control over the assets by the ultimate parent. As a result, the Company adopted accounting principles like the pooling-of-interest method based on the predecessor values. The assets, liabilities and reserves of the transferor company are recorded by the transferee company at their existing carrying amounts. The difference between the purchase consideration and the equity interest acquired is presented as a separate amalgamation reserve within equity.
(x) Segmental reporting
An operating segment is a component of an entity:
(a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);
(b) whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and
(c) for which discrete financial information is available.
The Group’s business segments consist of core business (which is holding properties for capital appreciation) and development of residential units for sale. Most of its activity is performed in Mauritius.
(y) Other income
Dividend income
Dividend income is recognised when the Company’s right to receive the payment is established, which is generally when the Board of Directors of the investees declare the dividend.
4. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
Amendments to published Standards effective in the reporting period
IFRS 1 First-time Adoption of International Financial Reporting Standards
Annual Improvements to IFRS Standards 2018– 2020: Extension of an optional exemption permitting a subsidiary that becomes a first-time adopter after its parent to measure cumulative translation differences using the amounts reported by its parent, based on the parent’s date of transition to IFRSs. A similar election is available to an associate or joint venture. The amendments have no impact on the Group’s financial statements.
IFRS 3 Business Combinations
Reference to the Conceptual Framework: The amendment updates a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. The amendments have no impact on the Group’s financial statements.
IFRS 9 Financial Instruments
Annual Improvements to IFRS Standards 2018– 2020: The amendment clarifies which fees an entity includes when it applies the ’10 per cent’ test in assessing whether to derecognise a financial liability. The amendments have no impact on the Group’s financial statements.
IAS 16 Property, Plant and Equipment
Property, Plant and Equipment: Proceeds before Intended Use: The amendments prohibit an entity from deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the cost of producing those items, in profit or loss. The amendments have no impact on the Group’s financial statements.
IAS 37 Provisions, Contingent Liabilities and Contingent Assets
Onerous Contracts—Cost of Fulfilling a Contract: The amendments specify which costs should be included in an entity’s assessment whether a contract will be loss-making. The amendments have no impact on the Group’s financial statements.
Standards, Amendments to published Standards and Interpretations Issued but not yet effective
Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after January 1, 2023 or later periods, but which the Company has not early adopted.
At the reporting date of these financial statements, the following were in issue but not yet effective: Effective date January 1,2023
IFRS 17 Insurance contracts
IFRS 17 creates one accounting model for all insurance contracts in all jurisdictions that apply IFRS. IFRS 17 requires an entity to measure insurance contracts using updated estimates and assumptions that reflect the timing of cash flows and take into account any uncertainty relating to insurance contracts. The financial statements of an entity will reflect the time value of money in estimated payments required to settle incurred claims. Insurance contracts are required to be measured based only on the obligations created by the contracts. An entity will be required to recognise profits as an insurance service is delivered, rather than on receipt of premiums. This standard replaces IFRS 4 – Insurance Contracts.
IAS 1 Presentation of Financial Statements
Disclosure of Accounting Policies: The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies, with additional guidance added to the Standard to explain how an entity can identify material accounting policy information with examples of when accounting policy information is likely to be material.
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
Definition of Accounting Estimates: The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates, by replacing the definition of a change in accounting estimates with a new definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The requirements for recognising the effect of change in accounting prospectively remain unchanged.
IAS 12 Income Taxes
Deferred Tax related to Assets and Liabilities arising from a Single Transaction: The amendment clarifies how a company accounts for income tax, including deferred tax, which represents tax payable or recoverable in the future. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations, by clarifying when the exemption from recognising deferred tax would apply to the initial recognition of such items. International Tax Reform – Pillar Two Model Rules: The amendments provide a temporary exception to the requirements regarding deferred tax assets and liabilities related to pillar two income taxes.
Effective date January 1, 2024
IAS 1 Presentation of Financial Statements
Classification of Liabilities as Current or Noncurrent: Narrow-scope amendments to IAS 1 to clarify how to classify debt and other liabilities as current or non-current.
Non-current Liabilities with Covenants: Subsequent to the release of amendments to IAS 1 Classification of Liabilities as Current or Non-Current, the IASB amended IAS 1 further in October 2022. If an entity’s right to defer is subject to the entity complying with specified conditions, such conditions affect whether that right exists at the end of the reporting period, if the entity is required to comply with the condition on or before the end of the reporting period and not if the entity is required to comply with the conditions after the reporting period. The amendments also provide clarification on the meaning of ‘settlement’ for the purpose of classifying a liability as current or non-current.
IFRS 16 Leases
Lease Liability in a Sale and Leaseback: The amendment clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale.
IAS 7 Statement of Cash Flows & IFRS 7 Financial Instruments: Disclosures
Supplier Finance Arrangements: The amendments add disclosure requirements, and ‘signposts’ within existing disclosure requirements, that ask entities to provide qualitative and quantitative information about supplier finance arrangements. Effective date January 1, 2025
IAS 21 The Effects of Changes in Foreign Exchange Rates
Lack of Exchangeability: The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not.
The effective date of this amendment has been deferred indefinitely until further notice
IFRS 10 Consolidated Financial Statements
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28): Narrow scope amendment address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture.
IAS 28 Investments in Associates and Joint Ventures
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28): Narrow scope amendment to address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. Management will apply the standards, amendments to published Standards and Interpretations issued but not yet effective, if relevant, in future periods. No material impact is expected on the Group’s financial statements.
5. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities affected in future periods.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements.
Leases
The Group applied the following judgements that significantly affect the determination of the amount and timing of income from lease contracts:
Determination of the lease term
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
As a lessor, the Group enters into lease agreements that contain options to terminate or to extend the lease. These options are generally exercisable after an initial period of 4 to 6 years. At commencement date, the Group (supported by the advice of the independent valuation expert) determines whether the lessee is reasonably certain to extend the lease term or not to terminate the lease. To make this analysis, the Group takes into account any difference between the contract terms and the market terms, any significant investments made by the lessee in the property, costs relating to the termination of the lease and the importance of the underlying asset to the lessee’s operations. In many cases, the Group does not identify sufficient evidence to meet the required level of certainty.
As a lessee, the Group has a lease contract for the use of office space that includes an extension and a termination option. The Group applies judgement in evaluating whether or not it is reasonably certain to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise, or not to exercise, the option to renew or to terminate (e.g construction of significant leasehold improvements or significant customisation to the leased asset). Refer to note 31 for disclosure on the lease liabilities of the Group.
Property lease classification – the Group as lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the present value of the minimum lease payments not amounting to substantially all of the fair value of the commercial properties, that it retains substantially all the risks and rewards incidental to ownership of the properties (except for property as per note 17) and accounts for the contracts as operating leases. Refer to note 36 for disclosure on operating lease commitments of the Group as a lessor.
Revenue from contracts with customers
The Group applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers:
• Determination of performance obligations
In relation to the services provided to tenants of investment property (such as cleaning, security, landscaping, reception services, catering) as part of the lease agreements into which the Group enters as a lessor, the Group has determined that the promise is the overall property management service and that the service performed each day is distinct and substantially the same. Although the individual activities that comprise the performance obligation vary significantly throughout the day and from day to day, the nature of the overall promise to provide management service is the same from day to day. Therefore, the Group has concluded that the services to tenants represent a series of daily services that are individually satisfied over time, using a time-elapsed measure of progress, because tenants simultaneously receive and consumes the benefits provided by the Group.
• Principal versus agent considerations – services to tenants
The Group arranges for certain services provided to tenants of investment property included in the contract the Group enters into as a lessor, to be provided by third parties. The Group has determined that it controls the services before they are transferred to tenants, because it has the ability to direct the use of these services and obtain the benefits from them. In making this determination, the Group has considered that it is primarily responsible for fulfilling the promise to provide these specified services because it directly deals with tenants’ complaints and it is primarily responsible for the quality or suitability of the services. In addition, the Group has discretion in establishing the price that it charges to the tenants for the specified services. Therefore, the Group has concluded that it is the principal in these contracts. In addition, the Group has concluded that it transfers control of these services over time, as services are rendered by the third-party service providers, because this is when tenants receive and at the same time, consume the benefits from these services.
• Determining the timing of revenue recognition on the sale of property
The Group has evaluated the timing of revenue recognition on the sale of property based on a careful analysis of the rights and obligations under the terms of the contract and legal advice from the Group’s external counsel. The Group has generally concluded that contracts relating to the sale of completed property are recognised at a point in time when control transfers. For unconditional exchanges of contracts, control is generally expected to transfer to the customer together with the legal title. For conditional exchanges, this is expected to take place when all the significant conditions are satisfied. For contracts relating to the sale of property under development, the Group has generally concluded that the over time criteria are not met and, therefore, recognises revenue at a point in time. These consist mostly of parcels of land being sold once relevant permits have been obtained. Note 7(a) and Note 7(b) detail the Group’s revenue and other income for the year.
Deferred taxation on investment property
For the purposes of measuring deferred tax liabilities or deferred tax assets arising from investment property that is measured using the fair value model, the directors have reviewed the Company’s investment property and have concluded that the Company’s Investment property is held under a business model whose objective is to consume substantially all of the economic benefits embodies in the investment property over time, rather than through sale, hence rebutting the sale presumption. As a result, the Company has recognised deferred taxes on changes in fair value of the investment property.
Estimates and assumptions
The key assumptions concerning future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Valuation of investment properties
The fair value of investment property is determined by independent real estate valuation experts using recognised valuation techniques and the principles of IFRS 13 Fair Value Measurement. Investment properties are measured based on estimates prepared by independent real estate valuation experts. The significant methods and assumptions used by valuers in estimating the fair value of investment properties are set out in Note 15. Investment properties under development, Note 16.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
Provision for expected credit losses of trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables, loan receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance).
The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The Group’s ECL provision is set out in Note 24.
Estimation of net realisable value for inventory properties
At year end, the Group holds inventory property with a carrying value of Rs 19,305,000 (2022: Rs 69,557,000). Inventory property, as set out in note 23, is stated at the lower of cost and net realisable value (NRV).
NRV for completed inventory property is assessed by reference to market conditions and prices existing at the reporting date and is determined by the Group, based on comparable transactions identified by the Group for property in the same geographical market serving the same real estate segment.
NRV in respect of inventory property under development is assessed with reference to market prices at the reporting date for similar completed property, less estimated costs to complete the development and the estimated costs necessary to make the sale, taking into account the time value of money, if material.
Leases – Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in leases where it is the lessee, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
6. FINANCIAL RISK MANAGEMENT
Whilst risk is inherent in normal activities, it is managed through an integrated risk management framework, including ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Group’s continuing profitability and each individual within the Group is accountable for the risk exposures relating to his or her responsibilities. The Group is exposed to credit risk, liquidity risk and market risk.
The Group’s risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and control, and to monitor the risks and adherence to limits by means of reliable and up-to-date administrative and information systems.
The Group regularly reviews its risk management policies and systems to reflect changes in markets, products and emerging best practice. The Board recognises the critical importance of having efficient and effective risk management policies and systems in place. To this end, there is a clear organisational structure with delegated authorities and responsibilities from the Board, executives and senior management. Individual responsibility and accountability are designed to deliver a disciplined, conservative and constructive culture of risk management and control.
6.1 Financial risk factors
A description of the significant risk factors is given below together with the risk management policies applicable. The Group’s activities expose it to a variety of financial risks, which consist of market risks, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Written principles have been established throughout the Group for overall risk management.
(a) Market Risk
Market risk include foreign currency risk and interest rate risk.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair value of financial instruments. The following table demonstrate the sensitivity to a reasonably possible change in interest rates based on historical observations, with all other variables held constant, of the Group’s and the Company’s profit before tax.
Sensitivity analysis on financial assets and financial liabilities at end of period. To note that the 0.5% sensitivity analysis has been based on historical observations.
(b) Credit risk
Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s credit risk is primarily attributable to its trade and other receivables and cash and cash equivalent.
Trade and other receivables
The Group manages and control its credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties. The Group has policies in place to ensure that credit facilities are granted to customers with appropriate credit history. Credit facilities to customers are monitored and the Group identifies defaults and recovers amounts due according to its policies.
Credit quality of a customer is assessed based on internally defined criteria including the financial position of the counterparties and the business sector they operate. Outstanding customer receivables are regularly monitored. The Group’s receivables include amounts due from related entities which are disclosed in note 24. The maximum exposure to credit risk at the reporting date equals the carrying amount of the respective financial assets.
The Group adopted a simplified approach to assess the allowance for expected credit loss on its financial assets. The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e. Customer type). The provision matrix is initially based on the Group’s historical observed default rates.
The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forwardlooking estimates are analysed.
According to IFRS 9, there is a rebuttable presumption that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. The Group has rebutted this presumption due to the availability of reasonable and supportable information that is available without undue cost or effort, that demonstrates that the credit risk has not increased significantly since initial recognition even though the contractual payments are more than 30 days past due. At 30 September 2023, the impairment losses on trade receivables was Rs 6,802,000 (2022: Rs 3,730,000). The impairment losses reflect the increase in credit risk on the financial assets of the Group since initial recognition. The aged analysis of trade receivables is disclosed in Note 24.
With respect to cash and cash equivalents, the Group’s exposure to credit risk arises from the default of the counter party with a maximum exposure equal to the carrying value of the instrument of Rs 394,980,000 (2022: Rs 23,824,000) for the Group and Rs 348,383,000 (2022: Rs (51,285,000)) for the Company. Cash at banks are held with reputable financial institutions.
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivery of cash or another financial asset.
Prudent liquidity risk management includes maintaining sufficient cash and the availability of funding from an adequate amount of credit facilities to settle amounts that fall due. The Group aims at maintaining flexibility in funding by keeping committed credit lines available and monitors its cash flow though forecasting tools.
The Group’s/Company’s financial liabilities are classified into relevant maturity based on the remaining year at the end of the reporting year to the contractual maturity date.
6.2 Capital management
The primary objective of the Group’s capital management is to maximise shareholders’ value. The Group aim at distributing an adequate dividend whilst ensuring that sufficient resources are maintained to continue as a going concern and for expansion.
The Group and the Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The ratio of net debt to equity is used to monitor capital and the ratio is kept at a reasonable level. For the purpose of capital management, net debt consists of borrowings net of cash and cash equivalent. Equity consists of stated capital, retained earnings and other reserves. There were no changes in the Group’s approach to capital management during the year.
7. REVENUE AND OTHER INCOME
The period of leases whereby the Group leases out its properties under operating lease is more than 1 year. Revenue is recognised over the life of the operating leases. Refer to note 35 for minimum lease rentals receivable under non-cancellable operating lease.
Other operating income pertains to other expenses such as water and electricity recharged to tenants. These expenses form part of the lease contract with the tenants. Revenue from contract with customers occur over time. Sale of land relates to sale of inventory properties, that is, morcellement plots.
8. OPERATING EXPENSES
“Others” consist primarily of insurance costs.
9. ADMINISTRATIVE EXPENSES
Included in staff costs is an amount of Rs 2.86m (2022: Rs 2.97m) pertaining to contribution towards a defined contribution plan managed by Rogers Pension Fund.
10. (a) NET FINANCE (INCOME)/COST
(b) INTEREST INCOME
11. OTHER GAINS AND LOSSES
12. INCOME TAX
(b) The tax on the Group and Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the Group as follows:
* Income not subject to tax purpose comprise of dividend income from companies incorporated in Mauritius and also includes the partial exemption on interest income.
** Expenses not deductible comprise of numerous expenses incurred by the Group which are not allowable under the tax act.
(d) Deferred income tax
Deferred income taxes are calculated on all temporary differences under the liability method at 17% (2022: 17%).
The movement in deferred tax liability during the period is as follows:
Note 1: Fair value gains includes movements on retirement benefit obligations and investment properties.
Unused tax losses of the Group that have not been recognised as deferred tax asset amounted to Rs 79.7m (2022: Rs 40.3m). Deferred tax asset has not been recognised in respect of these losses due to the unpredictability of future profit streams to utilise these losses. Deferrred tax liability arose on the investment properties.
13. (a) EARNINGS PER SHARE
13. (b) DIVIDEND
14. SEGMENTAL REPORTING
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss in the consolidated financial statements. Revenue from four major customers accounted for Rs 195.5m of the Group’s total revenue (excluding sale of land) for the year ended 30 September 2023. For the year ended 30 September 2022, four major customers accounted for Rs 168.9m of the Group’s total revenue. Core business revenue is detailed below:
Customers
15. INVESTMENT PROPERTIES
Investment properties held to earn rentals or for capital appreciation or both and not occupied by the Group are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value annually. Changes in fair values are included in profit or loss in the year in which they arise.
Lessees across the Group are required, through relevant clauses in lease agreements, to compensate the Group when a property has been subjected to excess wear-and tear during the lease term.
During the financial year ended 30 September 2022, the Group acquired 100% of shares of BH Property Investments Ltd where the main asset is Absa House. The final purchase consideration was Rs 207.3m. The Company reckoned among its assets, immovable property valued at Rs 513.7m and leasehold rights valued at Rs 16.3m. Based on its judgement, management deemed this transaction to be an asset acquisition (note 3(a)).
Valuation method
(a) The Group’s valuation policies and procedures for the investment property valuations are determined by Management. Each year, Management recommends the appointment of an independent external valuer, subject to the approval of the Risk and Management Audit Committee, for the external valuations of the Group’s investment properties for disclosure in the annual financial statements.
The Group’s investment properties were accounted for at their fair value based on a valuation done during the year by CDDS Land Surveyors and Property Valuer, an independent chartered valuer who has a recognised and relevant professional qualification and numerous years of experience in locations and categories of the investment properties being valued.
At each year end, all valuations of investment properties by the external valuer are analysed by Management. For this analysis, major inputs applied and year-on-year movements are considered by Management
Details of the Group’s and Company’s investment properties are as follows:
Valuation techniques
The different methods used are:
i) Market comparison approach
ii) Discounted cash flow method (DCF method).
b) For properties with development potential (land), the market comparison approach has been used. The main input used in the valuation pertains to price per square metre. The comparative method of valuation involves the assessment of the space based on comparison of land in close proximity to the property. For the market comparison approach, an insignificant discount rate has been used to value the properties.
For properties which are being rented out on full capacity, the DCF method has been used.
Under the DCF method, the fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. This method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, an appropriate, market-derived discount rate is applied to establish the present value of the income stream associated with the asset. The exit yield is normally separately determined and differs from the discount rate.
Main assumptions and significant unobservable inputs used in the valuation of the properties under the DCF method are
Exit yield 7.5% – 9.5%
Discount rate 9.3%-13.5%
Market rental growth 5% – 7%
Expense growth 5.00%
DCF period 5 years
Significant increases/(decreases) in estimated rent growth per annum in isolation would result in a significantly higher/(lower) fair value of the property. Significant increases/(decreases) in the discount rate, expense growth and terminal yield would result in a significantly lower/(higher) fair value.
Sensitivity analysis on Investment Properties at End of Period
For the market comparison approach, an insignificant discount rate has been used to value the properties.
The fair value of land is classified in level 2 of the fair value hierarchy as it has been valued using observable market data but there is no active market while the fair value of land and buildings that are rented out is classified in level 3 of the fair value hierarchy as it has been valued by management using the DCF technique. There were no transfers made between hierarchy levels.
The movements in the opening balance and closing balance of the investment properties categorised within level 2
and level 3 of the fair value hierarchy during the year are as follows:
Some of the investment properties are subject to fixed and floating charges in favour of lenders for borrowings taken by the Group.
Rental income from the investment properties amounted to Rs 253,438,000 (2022 Rs 234,497,000) for the Group and Rs 2,176,000 (2022 Rs 2,140,000 ) for the Company (Note 7(a)).
16. INVESTMENT PROPERTY UNDER DEVELOPMENT
Investment property under development includes an asset in progress in Splendour Investment (Rodrigues) Ltd valued at cost of Rs 15m at 30 September 2023.
The investment property under development has been maintained at cost and will be carried to fair value following the full completion of project since its fair value could not be reliably measured for partial completion of the project. The cost has been determined by external quantity surveyor. At reporting date, management determined the cost to approximate fair value given that its fair value could not be reliably determined at partial completion of the project. The investment property under development is classified as level 3 under the fair value hierarchy.
17. NET INVESTMENT IN LEASE
18. PLANT, PROPERTY AND EQUIPMENT
Depreciation charge has been charged in direct operating expenses and has been recognised as part of Profit or loss.
Refer to note 30, leases for additional notes regarding right of use asset under plant, property and equipment.
19. INTANGIBLE ASSETS
20. INVESTMENT IN ASSOCIATE
The directors believe that investment in Victoria Station Limited is fairly stated.
The above associated company is accounted for using the equity method in the consolidated financial statements.
Victoria Station Ltd (“VSL”) was incorporated on 31 January 2019 and its reporting date is 30 June. VSL is involved in the leasing of both retail and office rental spaces at Victoria Station in Port Louis. VSL’s activities are strategic to Lavastone Ltd’s activities as they are concentrated in the real estate sector.
For the purposes of applying the equity method of accounting, the financial statements of Victoria Station Ltd for the year ended 30 June 2023 have been used, and appropriate adjustments have been made for the effects of significant transactions between that date and 30 September 2022.
The table below presents a summary of financial information in respect of Victoria Station Ltd.
Dividend income from the associates for the reporting period is Nil.
21. INVESTMENT IN SUBSIDIARIES
Investment in subsidiaries were assessed for impairment at 30 September 2023. Since the recoverable amount of each investment was higher than their carrying amount, no impairment loss was recorded.
All the subsidiaries listed above are incorporated in Mauritius.
* Note 1: During the financial year ended 30 September 2023, Compagnie Valome Ltee acquired 2,550,000 ordinary shares in Splendour Investment (Rodrigues) Ltd for Rs7.7m. Management deemed this transaction to be an asset acquisition (Note 3(a)). In the year ended 30 September 2022, Lavastone Ltd acquired 100 ordinary shares in BH Property Investments Limited.
The Group structure is set out on page 18 of the annual report.
MATERIAL PARTLY OWNED SUBSIDIARIES
Financial information of subsidiaries that have material non-controlling interests is provided below:
Proportion of equity interest held by non-controlling interests:
No dividend was paid to non-controlling interest for this financial year (2022: nil)
The summarised financial information of these subsidiaries is provided below. This information is based on amounts before inter-company eliminations.
22. CONSUMABLE BIOLOGICAL ASSETS
The Group has leased hunting grounds together with livestock to a third party. The livestocks have been classified as consumable biological assets. The fair value of livestock is based on local prices of livestock of similar age, breed, and genetic merit in the principal (or most advantageous) market for the livestock.
An Increase/(decrease) in the following significant inputs would result in significantly higher/lower fair value as follows:
23. INVENTORY PROPERTIES
The Group is involved in the development of residential property (land parcelling), which it sells in the ordinary course of business. During the year, upon receipt of the relevant permits from the authorities, the Group sold these properties at completion.
Balance of deposits received from customers in respect of the land parcelling projects amount to Rs 3.0m (2022: Rs 37.2m).
During the year, no write down was identified.
24. TRADE AND OTHER RECEIVABLES
The Group trades only with recognised, creditworthy customers. It is the Group’s policy that all related parties who wish to trade on credit terms are subject to credit verification procedures. Amount owed by related parties were assessed for impairment under the expected credit losses model and no impairment was recognised. Credit risk of trade receivables is deemed low at recognition and no significant increase in credit risk noted at year end given the strong capacity of repayment of customers.
Loan receivable from related parties at Company level carry interest at 5.75%-8.65%, are unsecured and repayable on demand.
Rs 24.4m of the loan receivable carries interest at 6.0%, is unsecured and was repayable in November 2023. The loan was restructured with interest at 8.5% and repayment date November 2028. An additional Rs 34.4m was loaned by the Group to the same related party during the year, under the same terms. The total loan receivable from the related party was assessed for impairment under the expected credit losses model. Further to the restructure, the loan was not deemed to be credit-impaired, but a significant increase in credit risk was noted. The expected credit loss estimated was not material and no impairment loss has been recognised at year end. The carrying amount of the loan receivable approximates its fair value.
The Group also gave a new loan of Rs 10m to another related party. Interest rate is 6.75% and the repayment date is September 2026. The credit risk of the related party is deemed low at recognition, given a good capacity of repayment and no significant increase in credit risk was noted at year end. Deposit on shares relates to an advance made by Compagnie Valome Ltee for an additonal stake (remaining 49% ordinary shares) in Splendour Investment (Rodrigues) Ltd.
(b) The carrying amount of trade and other receivables approximate their fair value due to their short term nature.
Trade receivables are non interest bearing and are generally on terms of 30 to 90 days.
Impairment losses as at 30 September 2023 was Rs 6,802,000 and was deducted against the trade receivables balance as at 30 September 2023. The impairment losses of Rs 6,802,000 (2022: Rs 3,730,000) relates to trade receivables that were over 3 months past due both at 30 September 2023 and 30 September 2022.
25. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the statement of cash flows comprise of the following:
The bank overdraft facility accrued interest at 4.10% and the facility expired on 31 January 2023. There were no principal non-cash transactions during the year. In the prior year, the principal non-cash transactions related to the addition of investment in subsidiaries which were acquired through the capitalisation of current accounts with the subsidiaries.
26. (a) SHARE CAPITAL
The rights attaching to the ordinary shares are as follows:
(a) Income: each holder of ordinary shares shall have the right to an equal share in dividends and other distributions made by the Company;
(b) Capital and surplus: each holder of ordinary shares shall have the right to an equal share in the repayment of the capital and the surplus assets of the Company upon liquidation; and
(c) Voting: each holder of the ordinary shares shall have the right to vote at meetings of Shareholders and on a poll to cast one (1) vote for each ordinary share held.
(b) CAPITAL AND OTHER RESERVES
In 2021, SWTD Bis Ltd, a 100% subsidiary of Lavastone Ltd, was amalgamated with Lavastone Ltd. An amalgamation reserve, arising from a difference between the carrying amount of the investment in Lavastone Ltd and the share capital of the subsidiary, was carried forward. The reserve is non-distributable.
In 2019, the Group carried out an internal restructuring and all entities pertaining to the property cluster in the Cim Financial Services Ltd group were transferred to Lavastone Ltd. Capital reserves arose from the restructuring and are non-distributable.
Other reserves relate to foreign exchange difference on translation of B59 Ltd, a subsidiary, from Euro to Mauritian Rupees. This is accumulated in other reserves. B59 Ltd experienced a change in functional currency from MUR to EUR as it started trading in EUR in the current financial year. The foreign exchange difference arising on translation of B59 Ltd’s balances for consolidation purposes are recorded through other comprehensive income.
27. BORROWINGS
During the financial year, Rs 553m drawdown at fixed interest rate was made out of the bilateral notes programme of Rs 1.5bn (2022: Rs 1.5bn). The Group has also drawn facilities of Rs 180m From ABSA Bank (Mauritius) Limited at variable interest rate and settled the Euro loan of EUR3.3m for the purchase of Absa House.
The fixed and floating charges covering the facilities are
1. First rank floating charge over all assets for an amount of Rs 1.5 bn in principal
2. First rank fixed charge on leased land and floating charge amounting to EUR 8m on all assets
3. Fixed and florating charge amounting to USD 7.9m on all assets
The carrying amount of the long term notes and loans approximates their fair values. The rate of interest of the bank loans ranges from 5.10% to 6.32% (2022: 2.35% to 4.25%) and the rate of interest of the bank note as at 30 September 2023 is 5.10% and 5.75% (2022: 4.25%). The interest on Rs 347m of the bank notes is at a variable rate and the interest on the remaining portion is at a fixed rate. The repayment dates of borrowings are disclosed within Note 6.
28. RETIREMENT BENEFIT OBLIGATIONS
The above sensitivity analysis has been carried out by recalculating the present value of obligation at end of period after increasing or decreasing the discount rate while leaving all other assumptions unchanged. An increase/decrease of 1% in other principal actuarial assumptions would not have a material impact on defined benefit obligations at the end of the reporting period. The results are particularly sensitive to a change in discount rate due to the nature of the liabilities being the difference between the pure retirement gratuities under the Worker’s Rights Act 2019 and the deductions allowable, being five times the annual pension provided and half the lump sum received by the member at retirement from the pension fund with reference to the Group’s share of contributions. The latter amounts to Rs 4,868,000 as at 30 September 2022. Any similar variation in the other assumptions would have shown smaller variations in the defined benefit obligation. There has been no change in the Group’s pension liability compared to previous reporting period. The plan exposes the Company to normal risks as detailed below associated with defined benefit pension plans:
Investment risk: the plan liability is calculated using a discount rate determined by reference to government bond yields; if the return on the plan assets is below this rate, it will create a plan deficit and if it is higher it will create a surplus;
Interest risk: a decrease in the bond interest rate will increase the plan liability;
Longevity risk: the plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment; and
Salary risk: the plan liability is caculated by reference to the future projected salaries of plan participants.
Future cash flows
The funding policy is to pay benefits out of the entity’s cash flow as and when due.
Expected employer contribution for the next year 0
Weighted average duration of the defined benefit obligation 21 years
The allocation of plan assets at the end of the reporting period for each category are as follows:
29. TRADE AND OTHER PAYABLES
Trade payables are non interest bearing and are generally settled on an average term of 0 to 30 days.
Deposits pertain to a deposit from the tenant which will be repaid to the tenant at the end of the lease term. The Deposit is initially recognised and measured at fair value, and then subsequently at amortised cost using the effective interest method. On initial recognition there was no difference between the carrying amount (present value) of the financial liability and the actual consideration received. Deposits are split between current and non-current liabilities based on their due date.
Accruals relate to accrued amounts from suppliers that have not yet invoiced the Group along with a provision for bonus remuneration relating to the financial year ended 30 September 2023 and payable in December 2023.
Amounts due to related parties are unsecured, repayable on demand and bear interest at the rate of 6.00% per annum.
The carrying amounts of payables approximate their fair values due to their short term nature.
Other payables consist of accrual for management fees and VAT payable.
Contract liabilities include non-refundable deposits received from customers on conditional exchange of contracts relating to sale of completed unit of property as part payment towards the purchase at completion date. This gives the Group protection if the customer withdraws from the conveyancing transaction. If this were to happen, the customers would forfeit their deposits. The standard conditions of sale provide for a 10% to 20% deposit to be paid on exchange of contracts, based on the purchase price and the value of the property and other items that have been agreed to be sold under the contract. The contract liabilities are expected to clear within a year. The revenue on the remaining performance obligations amount to Rs 11.0m.
30. RIGHT OF USE ASSETS
As per IFRS 16, right of use for land and buildings has been classified under Note 15 Investment Properties
31. LEASE LIABILITIES
(a) Nature of leasing activities (in the capacity as lessee)
The Group has land lease agreements with the government at Plaine Lauzun, Belle Mare and Mourouk that it classifies as investment property. These leases typically have lease terms between 10 to 60 years. As at 30 September 2023, Rs 69.5m (2022: Rs 70.8m) of the lease liabilities related to right of use assets accounted for as investment property. Increase in rental occurs every 3 years as stipulated in the agreement.
(b) Lease term
The Group’s lease with the government typically varies between a period of 10 to 60 years. Lease term for the motor vehicle is 5 years.
(c) Interest rate
The incremental borrowing rate for the land lease has been determined based on prime lending rate of 4.1% at date of recognition.
(d) In 2023, Rs 1.8m has been expensed as operating expenses under rent from short term lease (2022: Rs 1.8m). Please refer to Note 8 Operating expenses.
32. RELATED PARTY DISCLOSURES
The following table provides the details of transactions that have been entered with related parties for the relevant financial year:
The remuneration benefits of the executive director for the year amounts to 60% (2022: Rs 10m) of the Group’s key management personnel remuneration. The executive director does not receive any remuneration from the Company.
(a) The terms and conditions in respect of receivables and payables have been disclosed under respective notes.
All sales and purchases made within the Group are made at commercial rates. Outstanding balances at the year-end are unsecured and settlement occurs in cash. For the year ended 30 September 2023, no provision has been recognised in relation to impairment of related party. This assessment is undertaken each financial year through examining the financial position of each related party and the market in which the related party operates.
33. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Other movement pertain to non-cash transactions such as, foreign rate impact and interest accrued and not yet paid at year end accounted in borrowings.
34. ULTIMATE HOLDING COMPANY
The ultimate holding company is Kingston Asset Management Ltd which controls more than 50% of the rights
attached to the voting shares of Lavastone Ltd.
35. OPERATING LEASES
Operating lease commitments – Group as a lessor
The Group has entered into operating lease for investment properties consisting of buildings for business rental. These leases have terms ranging from one to 10 years. The leases include escalation clause to enable upward revision of the rental charge. The escalation relates to Consumer Price Index (CPI) only. Future minimum rental receivable under non-cancellable operating leases as at the reporting date are as follows:
36. CAPITAL COMMITMENTS AND CONTINGENT LIABILITY
CAPITAL COMMITMENT
The Group entered into contractual commitments amounting to Rs 90m for ongoing development projects.
CONTINGENCIES
Lavastone Properties Ltd acts a guarantor for the secured Notes Programme which its parent company, Lavastone Ltd, entered into with the Mauritius Commercial Bank Ltd. The Group does not expect any material liability to arise out of the financial guarantee contract.
37. SUBSEQUENT EVENTS
The Group acquired SOFAP’s warehouse and manufacturing buildings at Coromandel and Riche Terre in November 2023 for Rs 156.5m. This acquisition is line with the Management’s growth strategy and is expected to contribute positively to the Group’s results for the next financial year.38. GOING CONCERN
Management continues to track interest rates and short term cash placements in consideration of the Group’s gearing levels, development projects and acquisitive opportunities whilst ensuring the Group continues to comfortably service its debt.Based on the above, the directors concluded that the going concern assumptions are appropriate in the preparation of the financial statements for the year ended September 30, 2023.