Minoan Group Plc
Group Strategic Report, Report of the Directors
and Consolidated Financial Statements
Year ended 31 October 2023
Company registration no: 03770602
Minoan Group Plc (Registered number: 03770602)
Group Strategic Report, Report of the Directors and
Consolidated Financial Statements
Year ended 31 October 2023
Contents
Directors and Advisers
Chairman’s Statement
Strategic Report
Directors’ Report
Independent Auditor’s Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Cash Flow Statement
Company Cash Flow Statement
Notes to the Financial Statements
1
2-3
4-5
6-7
8-13
14
15
16
17
18
19
20
21-38
Minoan Group Plc (Registered number: 03770602)
Directors and Advisers
Directors
C W Egleton (Chairman)
G D Cook MA, ACA
T R C Hill B.Arch
Company secretary
W C Cole
Registered office
30 Crown Place
London
EC2A 4ES
Administration office
3rd Floor
AMP House
Dingwall Road
Croydon
Surrey
CR0 2LX
Bankers
HSBC Bank plc, London
Legal advisers
Pinsent Masons LLP, London
Nominated adviser and broker
WH Ireland Limited, London
Registrars
Neville Registrars Limited, Halesowen, West Midlands
Independent auditor
Anstey Bond LLP
Statutory Auditors &
Chartered Accountants
1-2 Charterhouse Mews
London EC1M 6BB
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Minoan Group Plc (Registered number: 03770602)
Chairman’s Statement
Introduction
I have pleasure in presenting the financial statements for the year ended 31 October 2023 together with my report
for the year and, particularly, the period since the year end.
During 2023 the Company indicated that it would be moving ahead with its Itanos Gaia Project at Cavo Sidero in
Crete (the “Project”) on the basis of the existing contract and associated documentation. As a result of this
approach and past legislative changes, the contract (“Contract”) between the Company and the Public Welfare
Ecclesiastical Foundation Panagia Akrotiriani (the “Foundation”) will be updated to accord with the current legal
framework. The Company and the Foundation are progressing the detailed negotiations via an institutional
process conducted through the Ministry of National Economy and Finance, the supervising authority for all
Foundations in Greece.
The finalisation of the updated Contract will significantly enhance our ability to accelerate numerous financial and
commercial arrangements already in progress as well as to enter into new arrangements. To this end, especially
since the year end and as the ‘updating’ negotiations have moved forward, the Company has continued to deepen
its commercial relationships especially within Greece. This has involved discussions with major banks, finance
houses, financial advisory groups, as well as sales agents and contractors. In partnership with a lead banking
partner, the Company intends to apply for the various packages of assistance available for developments of the
nature of the Project. The final result, we believe, will deliver an outstanding financial package to partners as we
move toward delivery of the Itanos Gaia Project.
While the updated Contract is being completed dialogue continues at an increased pace with the Foundation
concerning the strategic objective to allow Epifania (equivalent to a 99 year ground lease) as the underlying title
of the Project. The Company has continued to grow its financial and commercial relationships whilst making further
progress in appointing its external Greek advisory team. Demonstrating this and the attractiveness of the Project,
the Company signed a collaboration agreement with a major international luxury hotel group in respect of one or
more of the hotels on the site.
Although most shareholders are almost certainly aware of the key points of the Project it is worth reminding those
that are not entirely familiar with them of the unique nature of both the site and the Project itself. The site is one
of the largest private estates in the Eastern Mediterranean on the Cavo Sidero peninsula. The development site
covers an area of over 20 square kilometres and has over 20 kilometres of coastline with numerous secluded
coves and bays in an area of outstanding natural beauty with spectacular views. The site is endowed naturally
with a history spanning the Minoan, Hellenistic, Venetian and Byzantine periods, Cavo Sidero is famed as the
birthplace of Europa and where the Greek gods would go to celebrate their victories and for rest and relaxation.
The equivalent of outline planning consent for the development was granted through a Presidential Decree. The
permitted build space, 30 minutes from Sitia International airport, consists of 108,000 square metres with up to
five distinctive locations for hotels and resorts.
The Project is supported by the Municipality of Sitia, 28 unions and trade associations in addition to the Church
and the Foundation and will contribute a significant number of jobs and economic benefits to the local area.
At home, the Company has reduced and extended its only secured debt until the end of 2024 and continues in its
exercise to reduce balance sheet liabilities by converting some of its old debt to equity or, in some cases, to
convertible debt.
Financial Review
Operating costs for the year were in line with the previous year at £536,000 compared to £541,000 for the year to
31 October 2022. The loss before taxation for the year was £529,000 compared to £1,065,000 recorded for the
year to 31 October 2022 due to reduced loan interest charges and a reduction in the fair value of warrants.
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Minoan Group Plc (Registered number: 03770602)
Chairman’s Statement (continued)
The Company’s net assets at 31 October 2023 decreased to £42,190,000 from £42,689,000. Capitalised project
costs, being costs associated with acquiring and developing the site in Crete, planning and other design costs,
increased by £607,000 to £47,995,000.
As announced in August last year, the Company’s only secured debt (the “Loan”) with DAGG LLP (“DAGG”) was
extended and reduced. At 31 October 2023, the Loan stood at £1,509,113. After the balance sheet date an amount
of £707,231 was redeemed by the issue to the members of DAGG of 70,723,100 new ordinary shares in Minoan
(“Ordinary Shares”) at 1p per Ordinary Share, a premium to the mid-market price of the Company’s shares. The
Loan and the 35,000,000 warrants were extended until 31 December 2024 for a fee of £175,000.
As previously advised, we are endeavouring to reduce the balance sheet liabilities. This has taken a little longer
than we had hoped but is progressing well and we expect to be reporting to shareholders before the end of June
2024.
Board and Management
In March of this year Professor George Mergos stepped down as a Director of Minoan and Chairman of Loyalward
Limited, the Group’s wholly owned subsidiary. Professor Mergos joined the Board in February 2022 and played
an important role pushing forward the contract discussions with the Foundation.
As previously advised, the Company has appointed a new external Greek advisory team and additional legal
support to complete the negotiations with the Foundation in preparation for the next stage in the development of
the Project. As shareholders will be aware, the Company has yet to appoint a replacement Chairperson for
Loyalward Limited nor, as yet, made the board changes expected to be made within Minoan. It is clear that the
skill set required of the management team will change significantly as we move towards construction and
development and in the management of high end complex resorts.
The Board therefore believes that it would be appropriate to delay these appointments and other board changes
until the Company has a better view as to the skill sets required. Nevertheless, we are already preparing a
structure for the implementation of these changes, part of which will depend on the result of discussions already
underway with construction and other partners and the role being undertaken by each.
Outlook
I am pleased that the Company’s discussions and negotiations with the Foundation continue to move forward and
that the Greek Ministry of National Economy and Finance is assisting the process. In the meantime, following the
signing of a collaboration agreement with a major International Luxury Hotel Group, the Company continues to
progress the commercial aspects of the Project and I look forward to being able to report further progress on this
as well as significant management changes which will, I believe, enable shareholders to have a clear view of the
future.
Christopher W Egleton
Chairman
30 April 2024
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Minoan Group Plc (Registered number: 03770602)
Strategic Report
The directors present their Strategic Report and the audited consolidated financial statements for the year ended
31 October 2023.
Review of business
A review of the Group’s business is given in the Statements on page 2 to 5.
Total equity as at 31 October 2023 was £42,190,000 (2022: £42,689,000).
The Key Performance Indicator for the Group is the Monetisation of the Project and this is where the vast majority
of management’s time is focused. Monetisation means the extraction of value from the Project for the benefit of
shareholders and other stakeholders.
Principal activities
The Company is a public limited company incorporated in England and Wales and quoted on AIM. The Company’s
principal activity in the year under review was that of a holding and management company of a Group involved in
the design, creation, development and management of environmentally friendly luxury hotels and resorts.
Principal risks and uncertainties
The Group’s key risks remain centred on the Project. The Group has an ongoing requirement to raise capital to
finance its working capital. As has been the case for the past several years, the Group is in continual discussions
with a variety of individuals and commercial parties regarding the provision of funding to enable the Group’s
current and future obligations and requirements to be met. These discussions are at varying stages of
development and the Board is confident that all necessary funding will be forthcoming within a timescale which
will enable the Group to move forward and provide a return to shareholders.
As the Project now moves towards its implementation stage, the normal risks associated with a development of
its size and nature will apply. These include, inter alia, detailed planning consents, availability of project finance,
construction costs and market demand.
The long term strategy of the Group is to monetise the Project. This may be achieved by managing and running
the resort or by bringing in partners for some or all of the resort and managing the remainder, depending on which
provides the best return for shareholders.
Going concern
The Board is confident that the value of the Group’s asset in Crete, combined with its capital raising ability and
the future prospects for development in other areas of activity, justifies the conclusion that it is appropriate to
prepare the financial statements on the going concern basis (as described further in note 1).
The directors envisage that any joint venture or partnership arrangements will preserve the nature of the Group’s
long term commitment to the Project.
Corporate governance
The Board supports the principles of good governance. The Group is committed to high standards of corporate
governance and has adopted procedures from the Quoted Companies Alliance Corporate Governance Code to
institute good governance insofar as they are practical and appropriate for a business of the size of Minoan Group
Plc. The Board has a Remuneration and Audit Committee, in each case comprising a majority of Non-executive
directors and chaired by a Non-executive director.
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Minoan Group Plc (Registered number: 03770602)
Strategic Report (continued)
Board effectiveness
The Group supports the concept of an effective Board leading and providing effective governance over the Group.
The Board is responsible for approving Group policy and strategy. It meets regularly and has a schedule of matters
specifically reserved to it for decision. Management supplies the Board with appropriate and timely information
and the directors are free to seek any further information that they consider necessary. All directors have access
to advice from independent professionals at the Group’s expense.
Corporate social responsibility
The Group has demonstrated its social responsibilities through its iterative approach to the evolution of the Project,
which has involved a transparent process and extensive consultation with stakeholders. The Project design
embraces the principles of the five capitals of sustainable development (i.e. natural, human, social, manufactured
and financial) to ensure that all related matters have been taken into account. Thus the more usual concerns
related to the protection of the environment, flora, fauna, hydrogeology and the ecology generally have drawn in
considerations of wider issues including social, cultural, human and economic matters as well as those related to
the extensive use of renewable energy and many other items contributing to a healthy carbon footprint. The
Project is strictly focused on the long term restoration and preservation of the environment as a whole and puts
in place a sustainable management plan, involving local representatives and experts, to ensure a robust, pro-
active management system is implemented aimed at protecting the area for future generations.
In conducting its business the Group ensures that it is compliant with all appropriate regulations.
Approved by the Board of Directors and signed on behalf of the Board.
C W Egleton
Director
30 April 2024
5
Minoan Group Plc (Registered number: 03770602)
Directors’ Report
The directors present their annual report for the year ended 31 October 2023.
Directors
The directors shown below, unless otherwise stated, have held office during the whole of the period from 1
November 2022 to the date of this report:
C W Egleton (Chairman)
G D Cook MA, ACA
T R C Hill B.Arch
G Mergos (resigned 7 March 2024)
Principal activities
The Company is a public limited company incorporated in England and Wales and quoted on AIM. The Company’s
principal activity in the year under review was that of a holding and management company of a Group involved in
the design, creation, development and management of environmentally friendly luxury hotels and resorts.
Results and dividends
The financial statements are prepared in accordance with United Kingdom adopted International Financial
Reporting Standards (“IFRS”) and the Companies Act 2006.
The Group made a loss for the year, after taxation, of £529,000 (31 October 2022: £1,065,000). The loss includes
a non-cash finance cost in respect of warrants issued in the amount of £158,000 (31 October 2022: £47,000) (see
note 17).
The Group’s loss per share was 0.07p (31 October 2022: 0.16p).
No dividend is proposed for the year (31 October 2022: Nil).
The Group’s financial instruments and risk management are discussed in note 15.
Statement of directors’ responsibilities
The directors are responsible for preparing and reporting the financial statements in accordance with applicable
laws and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have prepared the Group and Parent Company financial statements in accordance with IFRS as adopted
by the United Kingdom. The financial statements are required by law to give a true and fair view of the state of
affairs of the Company and the Group as at the end of the financial period and of the profit or loss of the Group
for that period.
In preparing the financial statements, the directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state the financial statements comply with IFRS as adopted by the United Kingdom; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group will continue in business.
The directors confirm that they have complied with the above requirements in preparing the financial statements.
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Minoan Group Plc (Registered number: 03770602)
Directors’ Report (continued)
Statement of directors’ responsibilities (continued)
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company
and Group and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Group website, www.minoangroup.com.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each director as at the date of this report has confirmed that, to the best of his knowledge, the Group financial
statements, which have been prepared in accordance with IFRS as adopted by the United Kingdom:
•
•
give a true and fair view of the assets, liabilities, financial position and loss of the Group; and
include in the Chairman’s Statement, the Strategic Report and Directors’ Report a fair review of the
development, performance and position or the Group, together with a description of the principal risks
and uncertainties it faces.
Under company law the directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group
for that year.
Insurance
The Group has maintained Directors and Officers Liability Insurance on behalf of the directors of all group
companies indemnifying them against certain liabilities which may be incurred by them in relation to the Group.
Events after the statement of financial position date
The directors draw attention to the events disclosed in note 21.
Auditor and disclosure of information to the auditor
Each director, as at the date of this report, has confirmed that insofar as they are aware there is no relevant audit
information (that is, information needed by the Group’s auditor in connection with preparing their report) of which
the Group’s auditor is unaware, and that they have taken all the steps that they ought to have taken as directors
in order to make themselves aware of any relevant audit information and to establish that the Group’s auditor is
aware of that information.
A resolution to appoint Anstey Bond LLP as the auditor for the ensuing year will be proposed at the Annual General
Meeting.
Approved by the Board of Directors and signed on behalf of the Board by:
C W Egleton
Director
30 April 2024
7
Minoan Group Plc (Registered number: 03770602)
Independent Auditor’s Report to the members of Minoan Group Plc
Our opinion
We have audited the financial statements of Minoan Group Plc ("the Group") for the year ended 31 October 2023
which comprise; the consolidated statement of profit or loss and other comprehensive income, the consolidated
and parent company’s statement of financial position, the consolidated and parent company’s statement of changes
in equity, the consolidated and company’s statement of cash flows and notes to the consolidated financial
statements, including a summary of significant accounting policies. The financial reporting framework that has been
applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted
by the United Kingdom.
In our opinion:
•
•
•
•
The financial statements give a true and fair view of the state of the group’s and the parent company’s
affairs as at 31 October 2023 and of the group’s loss for the year then ended;
The group financial statements have been properly prepared in accordance with IFRS as adopted by the
United Kingdom;
The parent company financial statements have been properly prepared in accordance with IFRS as
adopted by the United Kingdom and as applied in accordance with the provisions of the Companies Act
2006;
The financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report below. We are independent of the group in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the disclosures made in the Strategic Report and in note 1 to the financial statements
concerning the uncertainty regarding the group’s need to secure project finance in order to bring its Crete project
to fruition and to continue as a going concern. As stated in these disclosures, these events and conditions indicate
that a material uncertainty exists that may cast doubt on the company’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
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Minoan Group Plc (Registered number: 03770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Overview of our audit approach
Key audit matters
➢ Capitalisation and valuation of inventories, being the Crete project
costs.
➢ Going concern
Materiality
➢ Materiality is £337,000 which is based on the benchmark of < 1%
net assets
An overview of the scope of our audit
The group consists of the parent company and its subsidiaries. It largely operates through two trading subsidiary
undertakings which were considered to be significant components for the purposes of the group financial
statements. The financial statements consolidate these entities together with the other non-trading subsidiary
undertakings. As part of designing our group audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In establishing our overall approach to the group audit, we determined
the type of work that needed to be performed in respect of each subsidiary or entity. This consisted of us carrying
out a full audit of all significant components of the group.
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of:
• whether the accounting policies are appropriate to the company’s circumstances and have been
consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the directors; and
the overall presentation of the financial statements.
•
•
We have designed our audit approach to identify possible fraud in relation to the associated fraud risk of the group.
We consider the most likely areas where fraud might arise to be within the valuation of the project costs and in
relation to incorrect revenue recognition. Our approach to these areas has been addressed within the Key audit
matters section.
Key audit matters
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our opinion, the key
audit matters considered were as follows.
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Minoan Group Plc (Registered number: 03770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Risk 1: Capitalisation and valuation of Crete Project costs
The group inventories, held in respect of the Crete project, represent the most significant asset on the statement
of financial position totalling £48.0 million as at 31 October 2023 (2022: £47.4 million). There is a risk that
inappropriate expenditure may be capitalised that is not in accordance with IAS 2 Inventories, and a risk of
impairment not being recognised correctly to accurately represent the value held. Furthermore, given that the
Presidential Decree has been issued granting planning consent and that the Directors appear to be actively
marketing the property, any lack of buyer interest in the property would be an indication of impairment. Therefore,
there is a significant risk over the valuation of these inventories.
In this area, our audit procedures included:
•
Testing a sample of capitalised costs in the year to ensure accuracy and appropriateness for capitalisation
as project costs under IAS 2;
• Reviewing correspondence and other third party documentation from management experts having
considered their expertise and instructions in relation to the project to confirm that the expected value of
the project is in excess of the costs to date, including meeting, reviewing and testing assumptions of the
Group’s appointed financial advisory and specialist hospitality partner and a qualified member of the Royal
Institution of Chartered Surveyors to assist with the valuation.
• Reviewing and assessing the marketing activities for the site post grant of the Presidential Decree;
•
Inspecting management’s impairment review and recalculation in line with support from other sources to
confirm the value and assess the need for any impairment.
From the work performed, we did not identify any transactions which indicated that capitalised costs were
incorrectly stated, the expected value of the project is in excess of the costs held within the group as at the balance
sheet date and no impairment was therefore required.
Risk 2 – Going concern of the Group
Several risks were identified surrounding the company’s ability to continue as a going concern. Attention has been
drawn to these matters in notes 1 and 21 of the financial statements.
In this area, our audit procedures included:
• We obtained and reviewed the post year end cash-flow forecasts, bank statements and statutory
documentation;
• We assessed the level of equity financing received during the six months after the balance sheet date,
and whether this was sufficient to ensure the group’s liquidity;
• We reviewed the Group’s refinancing of debt taking place post year end;
• We obtained the Board of Directors’ assessment of the groups’ going concern;
• We reviewed the disclosures included within these statements and confirmed that they were in line with
regulatory reporting standards.
From the work performed, we did not identify any instances from which to conclude that the disclosure or accounting
treatment was incorrectly stated.
As part of our consideration of the above key risks and our audit procedures in general the following inherent risk
factors have been considered:
• Subjectivity; specifically in respect to the valuation of the project
• Complexity; specifically in respect to the accounting treatment in warrant issues and valuation of such
warrants.
• Uncertainty; the outcome of the going concern assessment and the realisation of the project.
• Change; we do not consider there to be any significant risks attributable to change in the business for the
current period;
• Susceptibility to Misstatement Due to Management Bias or Fraud; The risk of misstatement due to
management bias or fraud was identified in relation to the small team and therefore lack of segregation of
duties, this required extensive audit procedures to mitigate the risk.
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Minoan Group Plc (Registered number: 03770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Our application of materiality
We set certain thresholds for materiality. These help us to establish transactions and misstatements that are
significant to the financial statements as a whole, to determine the nature, timing and extent of our audit procedures
and to evaluate the effect of misstatements, both individually on balances and on the financial statements as a
whole.
We determined the materiality for the group financial statements to be £337,000, calculated with reference to a
benchmark of the Crete project costs included within the gross assets, the overall materiality calculation was <1%
of net assets. This is the threshold above which missing or incorrect information in the financial statements is
considered to have an impact on the decision making of users. We determined the materiality for the company as
a whole to be £105,000, calculated with reference to a benchmark of results before tax <5%.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in this report,
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the work
we have performed, we conclude that there is a material misstatement of the other information, we are required to
report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the
audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
•
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
• we have not received all the information and explanations we require for our audit.
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Minoan Group Plc (Registered number: 03770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, set out on pages 6 and 7, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the group’s 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 company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Detecting irregularities
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
•
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•
•
We obtained an understanding of the group and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management, application of cumulative
audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the Group in this regard to be those arising
from Companies Act 2006, international accounting standards, London Stock Exchange Rules and the
Disclosure and Transparency Rules.
We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the Group with those laws and regulations. These procedures included but were
not limited to enquiries of management, review of legal and professional fees and review of Board minutes.
We also identified the risks of material misstatements of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management
override of controls, the potential for management bias in relation to revenue recognition. This was
addressed through updating our understanding of the internal control environment, analysing and
reviewing the agreements for the year, substantive testing of revenue and expenses recognised and a
review of post year end receipts and payments.
We addressed the risk of fraud arising from management override of controls by performing audit
procedures which included but were not limited to: the testing of journals; reviewing bank payments and
receipts in the year; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the
financial statements, as we will be less likely to become aware of instances of non-compliance.
12
Minoan Group Plc (Registered number: 03770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Use of report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Colin Ellis FCCA CF (Senior Statutory Auditor)
For and on behalf of ANSTEY BOND LLP,
Statutory Auditors & Chartered Accountants
1-2 Charterhouse Mews
London
EC1M 6BB
30 April 2024
13
Minoan Group Plc (Registered number: 03770602)
Consolidated Statement of Comprehensive Income
Year ended 31 October 2023
Revenue
Cost of sales
Gross profit
Note
2023
£’000
2022
£’000
-
-
-
-
-
-
-
-
Operating expenses
(536)
(541)
Other operating expenses:
Corporate development costs
Operating loss
Finance costs
Loss before taxation
Taxation
Loss after taxation
Other Comprehensive income for the year
Total Comprehensive income for the year
17
4
5
-
(536)
7
(529)
-
(529)
-
(529)
-
(541)
(524)
(1,065)
-
(1,065)
-
(1,065)
Loss for year attributable to equity holders of the
Company
(529)
(1,065)
Loss per share attributable to equity holders of
the Company: Basic and diluted
6
(0.07)p
(0.16)p
All of the activities of the Group are classed as continuing.
The notes on pages 21 to 38 form part of these financial statements.
14
Minoan Group Plc (Registered number: 03770602)
Consolidated Statement of Changes in Equity
Year ended 31 October 2023
Year ended 31 October 2023
Balance at 1 November 2022
Share
capital
£’000
20,321
Share
premium
£’000
36,583
Merger
reserve
Retained
earnings
Total
Warrant
Reserve
£’000
2,619
£’000
9,349
£’000
(26,183)
equity
£’000
42,689
Loss for the year
-
-
-
-
(529)
(529)
Issue of ordinary shares at par
Decrease in Warrant Reserve (note
17)
-
188
-
- -
188
-
-
-
(158)
-
(158)
Balance at 31 October 2023
20,509
36,583
9,349
2,461
(26,712)
42,190
Year ended 31 October 2022
Share capital
£’000
Share
premium
£’000
Merger
reserve
Warrant
Reserve
£’000
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2021
19,021 36,583
9,349 2,571
(25,118)
42,406
Loss for the year
-
-
Issue of ordinary shares at par
1,300
-
Increase in Warrant Reserve (note 17)
-
-
-
-
-
-
(1,065)
(1,065)
- -
1,300
48
- 48
Balance at 31 October 2022
20,321
36,583
9,349
2,619
(26,183)
42,689
15
Minoan Group Plc (Registered number: 03770602)
Company Statement of Changes in Equity
Year ended 31 October 2023
Year ended 31 October 2023
Share
capital
£’000
Share
premium
£’000
Warrant
Reserve
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2022
20,321 36,583
2,619
(7,117)
52,406
Loss for the year
Issue of ordinary shares at par
Increase in Warrant Reserve (note
17)
-
188
-
-
-
-
-
-
(242) (242)
-
188
(158)
(158) -
Balance at 31 October 2023
20,509
36,583
2,461
(7,359)
52,194
Year ended 31 October 2022
Share
capital
£’000
Share
premium
£’000
Warrant
Reserve
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2021
19,021 36,583
2,571
(6,260)
51,915
Loss for the year
Issue of ordinary shares at par
-
1,300
Increase in Warrant Reserve (note 17)
-
-
-
-
-
-
(857) (857)
-
1,300
48 - 48
Balance at 31 October 2022
20,321 36,583
2,619
(7,117)
52,406
16
Minoan Group Plc (Registered number: 03770602)
Consolidated Statement of Financial Position as at 31 October 2023
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Total non-current assets
Current assets
Inventories
Receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Share premium account
Merger reserve account
Warrant reserve
Retained earnings
Total equity
Liabilities
Current liabilities
Note
7
8
10
11
14
2023
£’000
3,583
157
3,740
2022
£’000
3,583
157
3,740
47,995
47,388
117
17
167
130
48,129
47,685
51,869
51,425
20,509
36,583
9,349
2,461
(26,712)
42,190
20,321
36,583
9,349
2,619
(26,183)
42,689
12
9,679
8,736
Total equity and liabilities
51,869
51,425
The financial statements on pages 14 to 38 were approved by the Board of Directors and authorised for issue on
30 April 2024.
Signed on behalf of the Board of Directors
C W Egleton
Director
17
Minoan Group Plc (Registered number: 03770602)
Company Statement of Financial Position as at 31 October 2023
Note
2023
£’000
2022
£’000
Assets
Non-current assets
Investments
Total non-current assets
Current assets
Receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Share premium account
Warrant reserve
Retained earnings
Total equity
Liabilities
Current liabilities
9
11
14
31,736
31,736
24,283
1
24,284
31,736
31,736
23,935
113
24,048
56,020
55,784
20,509
36,583
2,461
(7,359)
52,194
20,321
36,583
2,619
(7,117)
52,406
12
3,826
3,378
Total equity and liabilities
56,020
55,784
Company registration number: 3770602
As permitted by Section 408 of the Companies act 2006, the income statement is not presented as part of these
financial statements, The Company’s loss for the year ended 31 October 2023 was £242,000 (2022: £857,000).
The financial statements on pages 14 to 38 were approved by the Board of Directors and authorised for issue on
30 April 2024.
Signed on behalf of the Board of Directors
C W Egleton
Director
18
Minoan Group Plc (Registered number: 03770602)
Consolidated Cash Flow Statement
Year ended 31 October 2023
2023
£’000
2022
£’000
Cash flows from operating activities
Loss before taxation
Finance costs
Increase in inventories
Decrease / (increase) in receivables
Increase in current liabilities
Net cash (outflow) from operations
Finance costs
Net cash used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Net proceeds from the issue of ordinary shares
Loans received
Net cash generated from financing activities
Net (decrease) / increase in cash
Cash at beginning of year
Cash at end of year
(529)
(7)
(606)
50
591
(501)
(151)
(652)
-
-
188
351
539
(113)
130
17
(1,065)
524
(630)
(5)
370
(806)
(476)
(1,282)
-
-
1,300
92
1,392
110
20
130
19
Minoan Group Plc (Registered number: 03770602)
Company Cash Flow Statement
Year ended 31 October 2023
2023
£’000
2022
£’000
Cash flows from operating activities
Loss before taxation
Finance costs
Depreciation
Increase in receivables
Increase in current liabilities
Net cash outflow from continuing operations
Finance costs
Net cash used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Net proceeds from the issue of ordinary shares
Loans received
Net cash generated from financing activities
Net (decrease) / increase in cash
Cash at beginning of year
Cash at end of year
(242)
(10)
-
(348)
89
(511)
(148)
(659)
-
-
188
359
547
(112)
113
1
(857)
524
-
(609)
81
(861)
(476)
(1,337)
-
-
1,300
148
1,448
111
2
113
20
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements
Year ended 31 October 2023
1
Accounting policies
These consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards, IFRIC interpretations (collectively IFRS), and with those parts of
the Companies Act 2006 applicable to companies reporting under IFRS, as adopted by the United Kingdom. The
financial statements have been prepared under the historical cost convention.
The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts
in these financial statements are rounded to the nearest thousand, unless stated otherwise.
Basis of preparation
The financial statements are prepared under the historical cost convention except for where financial instruments
are stated at fair value.
Adoption of new and revised Standards
The International Accounting Standards Board and IFRIC have issued the following new and revised standards
and interpretations with an effective date after the date of these financial statements, which have been endorsed
and issued by the United Kingdom at 31 October 2023:
Standard
IAS 1
IAS7
IFRS16
IFRS18
Presentation of Financial
statements
Presentation of Financial
statements
Leases
Presentation and Disclosure
in Financial Statements
Details of amendment
IFRS 18 Presentation and Disclosure in
Financial Statements issued, which will
supersede IAS 1 as of 1 January 2027
Amended by IFRS 18 Presentation and
Disclosure in Financial Statements
Amended by Lease Liability in a Sale and
Leaseback (Amendments to IFRS 16)
IFRS 18 Presentation and Disclosure in
Financial Statements issued
Effective date
1 January 2027
1 January 2027
1 January 2024
1 January 2027
Going concern
The directors have considered the financial and commercial position of the Group in relation to its project in Crete
(the “Project”). In particular, the directors have reviewed the matters referred to below.
21
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
1
Accounting policies (continued)
Going concern (continued)
Following the unanimous approval of a Plenum of the Greek Council of State, the highest court in Greece, the
Presidential Decree granting land use approval for the Project was issued on 11 March 2016 and was published
in the Government Gazette. The planning rules for the Project are now enshrined in law. The appeals lodged
against the Presidential Decree have been rejected by the Greek Supreme Court. Accordingly, the directors
consider that they will conclude further Project joint venture agreements in the near term.
In addition to specific Project related matters as noted above, and as has been the case in the past, the Group
continues to need to raise capital in order to meet its existing finance and working capital requirements. While the
directors consider that any necessary funds will be raised as required, the ability of the Company to raise these
funds is, by its nature, uncertain.
Having taken these matters into account, the directors consider that the going concern basis of preparation of the
financial statements is appropriate.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries
as at 31 October 2023 using uniform accounting policies. The Group’s policy is to consolidate the result of
subsidiaries acquired in the year from the date of acquisition to the Group’s next accounting reference date. Intra-
group balances are eliminated on consolidation.
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of the fair values of the assets given, liabilities incurred and
equity instruments issued by the Group in exchange for control of the acquired business. Acquisition related costs
are recognised in the consolidated statement of comprehensive income as incurred.
Critical accounting estimates and judgements
The preparation of the financial statements in accordance with generally accepted financial accounting principles
requires the directors to make critical accounting estimates and judgements that affect the amounts reported in
the financial statements and accompanying notes. The estimates and assumptions that have a significant risk of
causing material adjustments to the carrying value of assets and liabilities within the next financial year are
discussed below:
•
•
in capitalising the costs directly attributable to the Project (see inventories below), and continuing to
recognise goodwill relating to the Project, the directors are of the opinion that the Project will be brought
to fruition and that the carrying value of inventories and goodwill is recoverable; and
as set out above, the directors have exercised judgement in concluding that the Company and Group is
a going concern.
Goodwill
Goodwill arising on acquisitions represents the difference between the fair value of the net assets acquired and
the consideration paid and is recognised as an asset (see note 7).
Goodwill arising on acquisition is allocated to cash-generating units. The recoverable amount of the cash-
generating unit to which goodwill has been allocated is tested for impairment annually, or on such other occasions
that events or changes in circumstances indicate that it might be impaired. Any impairment is recognised
immediately as an expense and is not subsequently reversed.
22
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
1
Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is provided in order to write off the cost of each asset, less its estimated residual value, over its
estimated useful life on a straight line basis as follows:
Plant and equipment:
Fixtures and fittings:
3 to 5 years
3 years
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount.
Investments
Investments in subsidiaries are stated at cost less any impairment deemed necessary.
Inventories
Inventories represent the actual costs of goods and services directly attributable to the acquisition and
development of the Project and are stated at the lower of cost and net realisable value.
Foreign currency
A foreign currency transaction is recorded, on initial recognition in Sterling, by applying to the foreign currency
amount the spot exchange rate between the functional currency and the foreign currency at the date of the
transaction.
At the end of the reporting period:
•
•
foreign currency monetary items are translated using the closing rate;
non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction; and
non-monetary items that are measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
•
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates
different from those at which they were translated on initial recognition during the period or in previous annual
financial statements are recognised in profit or loss in the period in which they arise.
When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in
equity, any exchange component of that gain or loss is recognised to other comprehensive income and
accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange
component of that gain or loss is recognised in profit or loss.
Cash flows arising from transactions in a foreign currency are recorded in Sterling, by applying to the foreign
currency amount to the exchange rate between the Sterling and the foreign currency at the date of the cash flow.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and short-term deposits, with a maturity of less than three
months, held with banks.
23
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
1
Accounting policies (continued)
Trade and other receivables
Trade and other receivables are recognised initially at fair value and shown less any provision for amounts
considered irrecoverable. They are subsequently measured at an amortised cost using the effective interest rate
method, less irrecoverable provision for receivables.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest rate method.
Loans
Loan borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost and any difference between the proceeds (net of transaction costs) and
the redemption value is recognised as a borrowing cost over the period of the borrowings using the effective
interest method.
Share-based payments
The Company has granted options and warrants to purchase Ordinary Shares. The fair values of the options and
warrants are calculated using the Black-Scholes and Binomial option pricing models as appropriate at the grant
date. The fair value of the options is charged to profit or loss with a corresponding entry recognised in equity. This
charge does not involve any cash payment by the Group.
Where warrants are issued in conjunction with a loan instrument, the fair value of the warrants forms part of the
total finance cost associated with that instrument and is released to profit or loss through finance costs over the
term of that instrument using the effective interest method.
Taxation
Current taxes, where applicable, are based on the results shown in the financial statements and are calculated
according to local tax rules using tax rates enacted, or substantially enacted, by the statement of financial position
date and taking into account deferred taxation. Deferred tax is computed using the liability method. Under this
method, deferred tax assets and liabilities are determined based on temporary differences between the financial
reporting and tax bases of assets and liabilities and are measured using enacted rates and laws that will be in
effect when the differences are expected to reverse. Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting, nor
taxable profit or loss. Deferred tax assets are recognised to the extent that it is probable that future taxable profits
will arise against which the temporary differences will be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing
of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax assets and liabilities arising in the same tax
jurisdiction are offset.
The Group is entitled to a tax deduction for amounts treated as compensation on exercise of certain employee
share options. As explained under “Share-based payments” above, a compensation expense is recorded in the
Group’s statement of comprehensive income over the period from the grant date to the vesting date of the relevant
options.
24
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
1
Accounting policies (continued)
Taxation (continued)
As there is a temporary difference between the accounting and tax bases a deferred tax asset is recorded. The
deferred tax asset arising is calculated by comparing the estimated amount of tax deduction to be obtained in the
future (based on the Company’s share price at the statement of financial position date) with the cumulative amount
of the compensation expense recorded in the statement of comprehensive income. If the amount of estimated
future tax deduction exceeds the cumulative amount of the remuneration expense at the statutory rate, the excess
is recorded directly in equity against retained earnings.
2 Information regarding directors and employees
Directors’ and key management remuneration
Year ended 31 October 2023
Fees
Sums charged by third parties for
directors’ and key management services
Year ended 31 October 2022
Fees
Sums charged by third parties for
directors’ and key management services
Costs taken to
inventories
Costs taken to
profit or loss
£’000
£’000
95
-
95
65
-
65
90
95
185
90
85
175
Total
£’000
185
95
280
155
85
240
The total directors’ and key management remuneration shown above includes the following amounts in respect
of the directors of the Company. No director has a service agreement with a notice period that exceeds twelve
months.
C W Egleton (Chairman)
B D Bartman (Retired 15/2/22)
G D Cook
T R C Hill
G Mergos
2023
Fees/Sums
charged by third
parties
2022
Fees/Sums
charged by third
parties
£’000
£’000
60
-
35
35
60
190
40
10
35
35
30
150
Directors’ interests in the Company’s share options are shown in note 17.
25
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
2 Information regarding directors and employees (continued)
Highest paid director
The Companies Act 2006 requires certain disclosures about the remuneration of the highest paid director taking
into account emoluments, gains on exercise of share options and amounts receivable under long-term incentive
schemes. On this basis, the highest paid director in the year was C W Egleton and details of his remuneration are
disclosed above.
The Group’s policy on directors’ remuneration is to:
1.
attract and retain high quality executives by paying competitive remuneration packages relevant to each
director’s role, experience and the external market. The packages include contributions to private medical
insurance; and
give incentives to directors to maximise shareholder value through a long-term reward approach, mainly
through the award of share options, which are not exercisable immediately, against key performance
indicators.
2.
The Remuneration Committee has only needed to meet once during the year to confirm director pay and
conditions. The Committee will reconsider remuneration for directors over the coming months.
Group monthly average number of persons employed
Directors
Management, administration and sales
3
Segmental information
2023
No.
8
-
2022
No.
9
-
The Group’s sole activity is the development of a luxury resort in Crete, which includes the central administration
costs of the Group. No segmental information is therefore appropriate.
4 Loss before taxation
The loss before taxation is stated after charging:
Depreciation
Auditor’s remuneration
2023
£’000
2022
£’000
-
40
-
22
26
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
5 Taxation
Consolidated
(a) Analysis of taxation for the year
UK corporation tax
(b) Factors affecting taxation for the year
Loss before taxation
Tax on ordinary activities multiplied by the UK corporation tax rate
of 25% (2022: 25%)
Effects of:
Expenses not deductible for tax purposes
Other timing differences
Increase in tax losses
Taxation charge for the year
Taxation losses carried forward appear in note 13.
6
Loss per share
2023
£’000
-
2023
£’000
(529)
(132)
-
-
132
-
2022
£’000
-
2022
£’000
(1,065)
(266)
-
-
266
-
Earnings per share are calculated by dividing the earnings attributable to the equity holders of a company by the
weighted average number of ordinary shares in issue during the year. Diluted earnings per share are calculated
by adjusting basic earnings per share to assume the conversion of all potential dilutive ordinary shares. As the
Group is loss making, there are no dilutive instruments in issue, and therefore the basic loss per share and diluted
loss per share are the same. The weighted average number of shares used in calculating basic and diluted loss
per share for the year ended 31 October 2023 was 738,256,428 (31 October 2022: 647,900,567).
Basic EPS
Earnings attributable to ordinary
shareholders
Effect of dilutive securities
Diluted EPS
Adjusted earnings
Earnings
2023
£000
(529)
-
(529)
2023 Weighted average
number of shares
Per-share amount
(pence)
738,256,428
738,256,428
(0.07)
-
(0.07)
27
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
6
Loss per share (continued)
Earnings
2022
£000
2022 Weighted average
number of shares
Per-share amount
(pence)
(1,065)
-
647,900,567
-
(0.16)
-
(1,065)
647,900,567
(0.16)
Basic EPS
Earnings attributable to ordinary
shareholders
Effect of dilutive securities
Diluted EPS
Adjusted earnings
7
Intangible assets
Consolidated
2023
2022
Goodwill
Total
Goodwill
£’000
£’000
£’000
Total
£’000
Cost
At beginning of year
3,583
3,583
3,583
3,583
Additions
At end of year
-
-
-
-
3,583
3,583
3,583
3,583
Accumulated amortisation
At beginning of year
Provided in year
At end of year
Net book value
At beginning of year
At end of year
-
-
-
-
-
-
-
-
-
-
-
-
3,583
3,583
3,583
3,583
3,583
3,583
3,583
3,583
The Project is assessed using fair value less costs to sell. The directors have assessed the recoverable amount
of the Project as being greater than the combined carrying value of the goodwill and inventories of £51,578,000
at 31 October 2023 (31 October 2022: £50,971,000) on the basis of valuations previously carried out and the
positive progress made in the period since (see also note 10).
28
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
8 Property, plant and equipment
Year ended 31 October 2023
Consolidated
Freehold land
Furniture,
fittings, plant &
equipment
£’000
£’000
Cost
At 1 November 2022
Additions
Disposals
At 31 October 2023
Accumulated depreciation
At 1 November 2022
Provided in year
At 31 October 2023
Net book value
203
-
-
203
53
-
53
92
-
-
92
85
-
85
Total
£’000
295
-
-
295
138
-
138
At 31 October 2023
150
7
157
Year ended 31 October 2022
Consolidated
Freehold land
Furniture,
fittings, plant &
equipment
£’000
£’000
Total
£’000
295
-
-
295
138
-
138
203
-
-
203
53
-
53
92
-
-
92
85
-
85
Cost
At 1 November 2021
Additions
Disposals
At 31 October 2022
Accumulated depreciation
At 1 November 2021
Provided in year
At 31 October 2022
Net book value
At 31 October 2022
150
7
157
29
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
9 Investments
Company
Year ended 31 October 2023
Cost
At 1 November 2022
Additions
At 31 October 2023
Impairment
At 31 October 2023
Shares in
subsidiaries
£’000
31,736
-
31,736
-
-
Net book value at 31 October 2023
31,736
Year ended 31 October 2022
Cost
At 1 November 2021
Additions
At 31 October 2022
Impairment
At 31 October 2022
Shares in
subsidiaries
£’000
31,736
-
31,736
-
-
Net book value at 31 October 2022
31,736
Interests in subsidiaries
Name
Country of incorporation
and principal place of
business
Proportion of ownership
interest at 31 October
2023
Loyalward Limited
Loyalward Leisure PLC
Loyalward Hellas S.A.
United Kingdom
United Kingdom
Greece
100%
100%
100%
30
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
10
Inventories
Consolidated
Inventories at 31 October 2023 amounted to £47,994,000 (31 October 2022: £47,388,000), comprising costs
associated with acquiring and developing the site in Crete, planning and other design costs.
The development site of the Project is to be leased from the Public Welfare Ecclesiastical Foundation Panagia
Akrotiriani (“the Foundation”) for an initial 40 year period following contract activation which will follow the relevant
authorities approving the land planning and land uses for the Project. The Group has an option over a further 40
years. An amount of £3.9 million is payable to the Foundation on contract activation, plus ongoing royalties earned
on revenue generated by the development (see also note 18).
In particular, the directors have considered the current value of the Group’s overall interest in the Project and its
progress and are of the opinion that the Project site has longer term value in excess of the carrying value of
inventories.
11 Receivables
Consolidated
Other receivables and prepayments
Value added tax recoverable
No provision is considered necessary in respect of irrecoverable amounts.
Company
Amounts owed by subsidiary companies (see note 16)
Other receivables and prepayments
Value added tax recoverable
2023
£’000
112
5
117
2023
£’000
24,251
22
10
24,283
2022
£’000
154
13
167
2022
£’000
23,923
-
12
23,935
Amounts owed by subsidiary companies are repayable on demand but are not expected to be received until the
realisation of the project.
12 Liabilities
Current liabilities
Consolidated
Trade and other payables
Other creditor (see below)
Social security and other taxes
Loans (see note 15)
Accruals and deferred charges
2023
£’000
4,048
1,000
56
2,854
1,721
9,679
2022
£’000
3,514
1,000
37
2,503
1,682
8,736
31
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
12 Liabilities (continued)
The other creditor arises from amounts received under the terms of financial joint venture agreements between
the Company and certain third parties by which these third parties will receive an initial 5% economic interest in
the Project for a total consideration of £1 million.
Current liabilities
Company
Trade and other payables
Amounts owed to subsidiary companies (see note 16)
Loans (see note 15)
Accruals and deferred charges
2023
£’000
522
38
2,513
753
3,826
2022
£’000
458
38
2,155
727
3,378
Amounts owed to subsidiary companies are interest free and repayable on demand.
13 Deferred taxation
Consolidated
No deferred taxation asset has been recognised in the financial statements due to the uncertainty of its
recoverability. The total potential asset is as follows:
Tax effect of timing differences
because of:
Other short term timing differences
Losses
Total potential asset
Amount recognised
2023
£’000
132
5,241
5,373
2022
£’000
398
4,843
5,241
2023
£’000
2022
£’000
-
-
-
-
-
-
The above potential deferred tax asset is based on a corporation tax rate of 25% (2022: 25%).
Company
No deferred taxation asset has been recognised in the financial statements. The total potential asset is as follows:
Total potential asset
Amount recognised
Tax effect of timing differences
because of:
Other short term timing differences
Losses
2023
£’000
61
2,418
2,479
2022
£’000
176
2,242
2,418
The above potential deferred tax asset is based on a corporation tax rate of 25% (2022: 25%).
2022
£’000
2021
£’000
-
-
-
-
-
-
32
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
13 Deferred taxation (continued)
Following due consideration of the availability of tax losses in relation to future anticipated taxable profits, and in
accordance with IAS 12 Income Taxes, the deferred tax asset has not been recognised. The deferred tax asset
not recognised will be recoverable should there be appropriate future taxable profit.
14 Share capital
Called up, allotted and fully paid
2022
£’000
2021
£’000
751,368,219 Ordinary Shares of 1p each (2022: 732,517,005)
54,148,031 Deferred Shares of 24p each
7,514
7,325
12,996
12,996
626,427 Zero Coupon Redeemable Preference Shares of 0.0001p each
-
-
20,509
20,321
Holders of Ordinary Shares have the right to vote and the right to receive dividends. Holders of Deferred Shares
have no right to vote and no right to receive dividends.
15 Financial instruments and risk management
The Group’s financial instruments comprise borrowings, cash and various items such as trade receivables and
trade payables that arise directly from its operations.
It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments
shall be undertaken. There have been no substantive changes in the Group exposure to financial instrument risks,
its objectives, policies and processes for managing those risks or the methods used to measure from previous
periods.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and foreign
currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised
below.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the financial charges and principal
repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Group maintains sufficient funds in local currency for operational liquidity. The Board considers liquidity risk
at Board meetings through the monitoring of cash levels and detailed cash forecasts. Funding to date has been
obtained principally through the issue of equity shares as required, either for cash or in settlement of liabilities.
The Group has also issued loan agreements which may be settled by the issue of shares. See note 1 for further
information relating to current liquidity and funding risk.
All financial liabilities are non-derivative and fall due within one year (see note 12).
33
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
15 Financial instruments and risk management (continued)
In order to complete the development of the Project, the Group will require substantial additional financing. It is
the directors’ current intention to develop the Project in such a way as to minimise or eliminate the need for further
equity financing. It is intended that this will be achieved through utilising joint venture arrangements and debt
project finance.
Foreign currency risk
Foreign currency risks arise when individual Group entities enter into transactions denominated in a currency
other than their functional currency. The Group’s policy is, where possible, to allow Group entities to settle
liabilities denominated in their functional currency with the cash generated from their own operations in that
currency. Where Group entities have liabilities denominated in a currency other than their functional currency,
cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
The Group has one overseas trading subsidiary, Loyalward Hellas S.A., which operates in Greece and whose
revenues and expenses are denominated almost exclusively in Euros. The Group finances Loyalward Hellas S.A.
via Euro transfers from Loyalward Limited as required. The amount transferred ensures that the Euro balance
held by Loyalward Hellas S.A. at each period end is not material. All UK companies hold cash in UK pounds
Sterling only. The Sterling and Euro cash balances attract interest at floating rates.
Of the Group’s current assets, excluding the project costs capitalised, less than 1% is held in Euros, the remainder
being held in Sterling. Of the Group’s current liabilities, less than 2% is held in Euros, with the remainder held in
Sterling.
Short-term receivables and payables
Short-term receivables and payables have been excluded from the following disclosures.
Interest rate risk
The Group finances its operations through a mixture of equity and borrowings. The Group has historically
borrowed in Sterling only.
The Group’s liabilities, which are all denominated in Sterling, are as follows:
Loans repayable in less than one year
2,854
2,503
2023
2022
£’000
£’000
The Board has determined that realistic fluctuations in interest rates will not have a significant impact on financial
liabilities.
Included in Loans repayable in less one year for both the Group and the Company is an amount of £1,509,113
with DAGG LLP (the “Loan”) which was due for repayment on 31 December 2022. On 10 November 2023, the
Company, in General meeting, approved the extension of the loan until 31 December 2024, with a redemption of
part of the loan in shares and the extension of the associated warrants. See also Note 21 for Events after the
reporting date. The Loan is secured with a floating charge on the assets of the Company.
34
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
16 Related party transactions
The Group has no derivatives or financial instruments other than those disclosed above. There is no material
difference between the book value and the fair value of the Group’s financial assets and liabilities at 31 October
2023 and at 31 October 2022.
During the year the Group companies entered into the following transactions with related parties who are not
members of the Group:
Services of the below persons
supplied in year ended 31 October Payable as at 31 October
2023
£’000
2022
£’000
2023
£’000
60
-
-
-
35
40
-
-
10
35
111
2
70
109
115
2022
£’000
83
11
70
109
115
Simmons International Limited
Bizwatch Limited
I.H.M. Industry & Hotel
Management Limited
B D Bartman & Co
Keith Day & Partners Ltd
The nature of the related parties is as follows:
-
-
Simmons International Limited, a company in which C W Egleton is a minority shareholder.
Bizwatch Limited, a company in which J C Watts, a director of Loyalward Limited, owns 50% of the issued
share capital and M A Fitch, a director of Loyalward Hellas S.A. owns 50% of the issued share capital.
I.H.M. Industry & Hotel Management Limited, a company in which C Valassakis, a director of Loyalward
Limited, is a controlling shareholder.
B D Bartman & Co, a firm in which B D Bartman, who retired as a director on 15 February 2022, is a partner.
Keith Day & Partners Ltd, a company in which N J Day, a director of Loyalward Limited, is a director and
shareholder.
-
-
-
There have been no purchases or sales between companies within the Group. The Company’s balances
outstanding with other Group companies arising from financing transactions are shown below.
Receivable / (Payable) as at 31 October
2023
2022
Loyalward Limited
Loyalward Leisure Plc
£’000
£’000
24,252
(38)
23,923
(38)
35
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
17 Share options and warrants
Directors’ interests in share options
Options granted in exchange for the waiver of fees etc by current directors and former directors:
31 October 2023
31 October 2022
Exercise
price
Ordinary
Shares
Expiry
date
Exercise
price
Ordinary
Shares
Expiry
date
B D Bartman (former
director)
B D Bartman (former
director)
W C Cole (director
Loyalward Limited)
W C Cole (director
Loyalward Limited)
G D Cook
G D Cook
T R C Hill
1p
1p
1p
1p
1p
1p
1p
1,000,000
31/12/24
850,000
31/12/23
-
-
-
-
384,615
31/12/24
377,778
31/12/24
1,233,333
31/12/24
1p
1p
1p
1p
1p
1p
1p
1,000,000 31/12/23
850,000 31/12/23
1,000,000 31/12/23
1,711,111 31/12/23
384,615 31/12/23
377,778 31/12/23
1,233,333 31/12/23
3,845,726
6,556,837
The expiry date of the above options has been extended to 31 December 2024. See also Note 21 for Events after
the reporting date.
Other share options
The following additional options to purchase ordinary shares in the Company have been granted:
Exercisable at 60 pence per share
Exercisable at 1 pence per share
Ordinary Shares
At 31 October
2023
3,318,000
4,695,299
8,013,299
2022
3,318,000
4,695,299
8,013,299
Expiry date
See note 1
See note 2
The weighted average exercise price of the other share options outstanding at the beginning and at the end of
the period is 25 pence.
Notes re share options:
1. The Options were granted between 24 June 2005 and 31 December 2013. The expiry dates of these options
are 90 days after certain valid building licences and permits have been granted. These building licences and
permits have not yet been granted.
2. Options granted in exchange for the waiver of fees etc. by current directors and former directors, the expiry
date of which has been extended to 31 December 2024.
See also Note 21 for Events after the reporting date.
36
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
17 Share options and warrants (continued)
Warrants
During the year the fair value of the warrants decreased by £158,000. This has been spread, along with the
existing fair value, across the life of the loan on an amortised cost basis. The modification was valued using
Black-Scholes method.
Exercisable at 1.1 pence per share
Exercisable at 1.4 pence per share
Exercisable at 2.75 pence per share
Finance costs
At 31 October
Fair value of warrants issued
Loan interest
Other interest / fees
Ordinary Shares
At 31 October
2023
35,000,000
-
-
35,000,000
2022
35,000,000
3,181,818
3,677,828
41,859,646
Expiry date
31/12/24
31/12/22
12/10/23
2023
£’000
(158)
147
4
(7)
2022
£’000
47
432
45
524
18 Contingent liabilities and commitments
In addition to that stated in note 10, the Group has contingent liabilities in respect of directors’ bonuses and
options. The directors’ bonus scheme, which was approved by the Remuneration Committee of the Board in 2016
and 2019, grants the directors a variable performance award which is based on the monetised value of the Project
of up to 10% over and above a minimum value of £15,000,000. The directors' bonus scheme is currently being
reviewed following changes in market conditions.
The present directors of the Minoan Group Plc have the right to purchase a total of six Villas between them under
the Villa Participation Scheme. The right allows them to purchase the properties at cost plus 10% upon
commencement of construction.
19 Operating lease commitments
The Group has no future minimum lease commitments in respect of non-cancellable operating leases.
37
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2023
20 Shareholder Loyalty Scheme
The land on which the Group's Project in Crete will be constructed is held on a long lease and, as a result, any
properties offered to purchasers will be on an equivalent title. Since inception, as part of the Group’s financing
arrangements and as a potential reward for loyalty for staff and others, notably through the Shareholder Loyalty
Scheme, the Group offered discounts to potential purchasers of properties in the Project. The properties range
from apartments with fractional/shared ownership and apartments and villas, which may or may not be part of a
“serviced offering”. The potential sums involved are not material in the context of the Project as a whole.
21 Events after the reporting date
On 10 November 2023 the Company, in general meeting, approved the extension of the loan with DAGG LLP
until 31 December 2024, with a redemption of £707,231 of the loan in shares for a fee of £175,000, to be added
to the loan, and the extension of 35,000,000 warrants at 1.1p per ordinary share until 31 December 2024.
As announced on 5 January 2024, the expiry dates of options to subscribe for a total of 8,541,025 ordinary shares
at 1p per share have been extended to 31 December 2024.
On 29 April 2024, the Company announced the issue of 14,767,467 ordinary shares of 1p each in order to settle
certain liabilities. The shares were issued at 1p per ordinary share.
38