REG - First Property Group - Interim Results
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RNS Number : 1564J First Property Group PLC 27 November 2025
Date: 27 November 2025
On behalf of: First Property Group plc ("First Property" or the "Group" or the "Company")
Embargoed: 0700hrs
First Property Group plc
Interim results for the six months to 30 September
2025
First Property Group plc (AIM: FPO), the award-winning property fund manager
and investor with operations in the United Kingdom and Central Europe, today
announces its interim results for the six months ended 30 September 2025.
Highlights:
· Profit before tax: £1.48 million (30 September 2024: £1.16
million);
· Cash at 30 September 2025: £3.29 million (31 March 2025: £4.82
million);
· Group cash as at 31 October 2025 increased to circa £7 million
following the sale of two directly held Group Properties which generated circa
£4 million of cash;
· Net debt at 30 September 2025: £10.09 million (31 March 2025:
£19.55 million);
· Net assets at market value at 30 September 2025: £56.47 million
(31 March 2025: £52.99 million) representing an adjusted NAV per Share at 30
September 2025 of 38.07p (31 March 2025: 35.72p);
· Total AUM at 30 September 2025: £193 million (31 March 2025:
£220 million);
· Weighted average unexpired fund management contract term at 30
September 2025: 4 years, 5 months (31 March 2025: 3 years, 4 months).
Financial summary:
Unaudited Unaudited Percentage change Audited
six months to six months to year to
30 Sep 2025 30 Sep 2024 31 Mar 2025
Income Statement:
Statutory profit before tax £1.48m £1.16m +27.6% £3.03m
Diluted earnings per share* 0.79p 0.91p -13.2% 1.64p
Total dividend per share - - - -
Average €/ £ rate 1.1643 1.1833 - 1.1911
Unaudited Audited Percentage change Unaudited
as at as at as at
30 Sep 2025 31 Mar 2025 30 Sep 2024
Balance Sheet at period end:
Investment properties at book value £37.78m £46.76m -19.2% £44.90m
Investment properties at market value £47.01m £56.04m -16.1% £50.52m
Trading property at book value £0.57m - +100% -
Trading property at market value £1.48m - +100% -
Associates and investments at book value £22.39m £21.73m +3.0% £20.66m
Associates and investments at market value £24.20m £22.60m +7.1% £20.90m
Cash balances £3.29m £4.82m -31.7% £5.89m
Cash per share 2.23p 3.26p -31.7% 3.98p
Gross debt £13.38m £24.37m -45.1% £24.54m
Net debt £10.09m £19.55m -48.4% £18.65m
Gearing ratio at book value** 22.15% 35.08% - 36.39%
Gearing ratio at market value*** 19.16% 31.50% - 33.98%
Net assets at book value £47.03m £45.09m +4.3% £42.88m
Net assets at market value £56.47m £52.99m +6.6% £47.66m
Adjusted net assets per share (EPRA basis) 38.07p 35.72p +6.6% 31.79p
Period end €/ £ rate 1.1450 1.1949 - 1.2019
* The weighted average number of Ordinary Shares in issue includes 36,960,777
new Ordinary Shares issued following completion of the open offer on 23
September 2024.
** Gearing ratio = Gross debt divided by Gross assets.
*** Gearing ratio at market value = Gross debt divided by gross debt plus net
assets with properties at market value.
Commenting on the results, Ben Habib, Chief Executive of First Property, said:
"I am pleased by these results which reflect continued improvement in the
Group's underlying assets and operations. The economic and market turmoil set
in train by lockdowns, changing working habits, damaging government policies,
increases in interest rates and a marked withdrawal of capital from the sector
has made it very challenging for investors in commercial property. We have
however, navigated these difficult times relatively well.
"The markets and economy continue to be challenging.
Notwithstanding this, I anticipate we will successfully go on protecting asset
values as best as possible and adding value whenever the opportunity to do so
arises."
Investor presentation:
A briefing for analysts and investors will be held at 11.00hrs today via
Investor Meet Company. To participate it is necessary to register at
https://www.investormeetcompany.com/first-property-group-plc/register-investor
(https://www.investormeetcompany.com/first-property-group-plc/register-investor)
and select to meet the Company. Those who have already registered and selected
to meet the Company will be automatically invited. A copy of the accompanying
investor presentation and a recording of the call will be posted on the
Group's website.
For further information please contact:
First Property Group plc Tel: +44 (20) 7340 0270
Ben Habib (Chief Executive Officer) www.fprop.com (http://www.fprop.com)
Laura Howarth (Group Finance Director) investor.relations@fprop.com (mailto:investor.relations@fprop.com)
Jeremy Barkes (Director, Business Development)
Jill Aubrey (Compliance Director and Company Secretary)
Allenby Capital (NOMAD & Broker) Tel: + 44 (0) 20 3328 5656
Nick Naylor / Piers Shimwell (Corporate Finance)
Amrit Nahal / Tony Quirke (Sales and Corporate Broking)
Notes to Investors and Editors:
First Property Group plc is an award-winning property fund manager and
investor with operations in the United Kingdom and Central Europe. Its focus
is on higher yielding commercial property with sustainable cash flows. The
Company is flexible and takes an active approach to asset management. Its
earnings are derived from:
· Group Properties - principal investments by the Group, to earn a
return on its own capital, usually in partnership with third parties.
Investments include five directly held properties in Poland, and
non-controlling interests in nine of the eleven funds managed by FPAM.
· Fund Management - via its FCA regulated and AIFMD approved
subsidiary, First Property Asset Management Ltd ("FPAM"), which earns fees
from investing for third parties in property. FPAM currently manages eleven
funds which are invested across the United Kingdom, Poland and Romania.
Quoted on AIM, First Property has offices in London and Warsaw. Further
information about the Group and its properties can be found at: www.fprop.com
(http://www.fprop.com) .
CHIEF EXECUTIVE'S STATEMENT
Financial performance:
I am pleased to report interim results for the six months ended 30 September
2025.
Revenue earned by the Group during the period was £3.65 million (30 September
2024: £3.94 million), yielding a profit before tax of £1.48 million (30
September 2024: £1.16 million). The increase in profit was mainly a result of
higher rent and service charge income from Blue Tower, Warsaw and a reduction
in operating expenses to £2.04 million (30 September 2024: £2.39 million).
Diluted earnings per share amounted to 0.79 pence (30 September 2024: 0.91
pence). Despite the increase in profit after tax, diluted earnings per share
reduced due to an increase in the average weighted number of shares in issue
during the period.
The Group ended the period with net assets calculated under the cost basis of
accounting of £47.03 million (31 March 2025: £45.09 million), equating to
31.81 pence per share (31 March 2025: 30.50 pence per share). When adjusted to
their market value less any deferred tax liabilities (EPRA basis), net assets
at 30 September 2025 totalled £56.47 million, or 38.07 pence per share (31
March 2025: £52.99 million, or 35.72 pence per share). The market values of
the Group's properties are independently assessed once a year, as at 31 March.
Gross debt reduced to £13.38 million by the period end (31 March 2025:
£24.37 million), due to the impact of placing Fprop Gdynia Sp. Zoo into
administration on 30 April 2025 and the resulting deconsolidation of this
entity from the accounts of the Group. Of the debt remaining, £3.98 million
is non-interest bearing. All remaining debt is secured against five commercial
properties in Poland.
Net debt at 30 September 2025 reduced to £10.09 million (31 March 2025:
£19.55 million).
The Group's gearing ratio at 30 September 2025 was 19.16% (31 March 2025:
31.50%) when measured against the Group's assets at market values.
The Group's cash balance at 30 September 2025 stood at £3.29 million (31
March 2025: £4.82 million), equivalent to 2.23 pence per share (31 March
2025: 3.26 pence per share). The reduction in cash from the financial year end
was due to the payment of £1.02 million of deferred consideration in respect
of Blue Tower, Warsaw, the purchase of a commercial property in the United
Kingdom for £0.57 million, and the repayment of £0.45 million of bank loans.
Shortly after the period end, two Group properties were sold, one being the
commercial property purchased in the UK during the period and the other being
the Felix office block in Bucharest, Romania. The combined sales
consideration for these two properties amounted to £4.1 million which,
after sales costs, increased the Group's cash balance by £4.0 million. The
gain on sales before tax amounted to circa £1.2 million.
Dividend:
The Directors have resolved not to pay an interim dividend (30 September 2024:
£nil).
REVIEW OF OPERATIONS
GROUP PROPERTIES DIVISION
At 30 September 2025 the Group Properties division comprised:
1. Seven directly owned commercial properties of which six were
classified as investment properties (five in Poland and one in Romania) and
one property in the United Kingdom which was classified as a trading property.
These had a combined market value of £48.49 million (31 March 2025: £56.04
million) and equity invested in them of £35.11 million (31 March 2025:
£31.67 million); and
2. Interests in nine of the eleven funds managed by First Property
Asset Management ("FPAM") (classified as Associates and Investments) valued at
£24.20 million (31 March 2025: £22.60 million).
The division contributed a profit of £1.83 million before tax and unallocated
central overheads (30 September 2024: £1.44 million). The increase was mainly
attributable to higher rent and service charge income earned on a new lease in
Blue Tower, Warsaw.
1. Directly owned properties (all accounted for under the cost model):
The book value of the Group's seven directly owned properties was £38.35
million. Their market value at 30 September 2025 was £48.49 million.
Country Sector Property/ fund name No. of properties as at 30 Sep Book value as at 30 Sep 2025 Market value as at 30 Sep 2025 *Contribution to Group profit before tax - *Contribution to Group profit before tax -
2025 period to period to
30 Sep 2025
30 Sep 2024
£m. £m. £m. £m.
Poland Offices Blue Tower 1 25.12 31.79 0.87 0.48
Poland Offices Gdynia** - - - - (0.10)
Poland Supermarkets Praga 1 2.10 3.28 0.05 0.04
Romania Office Dr Felix 1 2.25 2.58 0.12 0.14
Poland Office/Retail 5PT 3 8.31 9.36 0.26 0.22
United Kingdom Office Newbury*** 1 0.57 1.48 - -
Total 7 38.35 48.49 1.30 0.78
*Prior to the deduction of unallocated central overhead expenses.
**On 30 April 2025, the Group's wholly owned subsidiary, Fprop Gdynia Sp. Zoo
("GDY"), owner of an office building in Gdynia, Poland, was put into
administration, the impact of which has been to deconsolidate the entity from
the Group. See further information on note 5 to the accounts.
***Included within trading property on the balance sheet.
Of the Group's seven directly owned properties held at 30 September 2025, Blue
Tower accounted for 66% (£31.79 million) of the total market value. It is an
office building in Warsaw in which the Group's 80.3% shareholding totals
18,000 square metres. The equity invested in it at market value was £22.61
million, equating to 64% of the £35.11 million of equity at market value
invested in all seven Group properties.
Total debt at 30 September 2025 amounted to £13.38 million (31 March
2025: £24.37 million), of which £9.40 million was interest bearing. It
was secured against five of the Group's seven directly owned properties.
Deferred consideration of PLN 19.40 million (£3.98 million) remains to be
paid in respect of the purchase in 2022 of an additional 32% or 7,171 square
metres in Blue Tower. Payment is due in instalments until August 2028. Around
half of the original liability has been paid. The next instalment of £1.00
million is due in August 2026.
Interest costs on the Group's debt during the six months ended 30 September
2025 amounted to £0.25 million (30 September 2024: £0.40 million). This
equates to an average borrowing cost of 3.7% per annum when expressed as a
percentage of the Group's debt of £13.38 million, or 5.3% per annum on the
debt which is interest bearing.
All four bank loans are held in separate non-recourse special purpose vehicles
and are not guaranteed by the Group.
Directly owned Properties 30 Sep 2025 31 Mar 2025
Book value £38.35m £46.76m
Market value £48.49m £56.04m
Gross debt (all non-recourse to the Group) £13.38m £24.37m
LTV at book value % 34.89% 52.12%
LTV at market value % 27.59% 43.49%
Average borrowing cost (including non-interest-bearing loans) 3.7% 2.8%
The vacancy rate across all six investment properties is 9.25%.
The Weighted Average Unexpired Lease Term ("WAULT") of the six investment
properties as at 30 September 2025 was 4 years, 4 months (31 March 2025: 4
years, 10 months).
2. Associates and Investments ("A&I's")
These comprised non-controlling interests in nine of the eleven funds managed
by FPAM, of which five are accounted for as Associates and held at the lower
of cost or fair value (the "cost model") and four are accounted for as
Investments in funds and held at fair value.
Their contribution to Group profit before tax and unallocated central
overheads was £0.88 million (30 September 2024: £1.34 million).
The main contributor to the profit of this segment was £0.65 million, earned
from the Group's 45.71% shareholding in Fprop Opportunities plc ("FOP") (30
September 2024: £0.03 million). This apparent increase in earnings was mainly
due to the non-repeat of a fair value impairment of £0.46 million in the
prior year's earnings.
At the period-end the A&Is were valued at £22.39 million (31 March 2025:
£21.73 million), as set out in the table below:
Fund Country of investment % owned by Book value of First Property's share in Current market value of holdings Group's Group's
First Property fund share share
Group of post-tax profits earned by fund of post-tax profits earned by fund
30 Sep 2025 30 Sep 2024
% £'000 £'000 £'000 £'000
a) Associates
FOP Poland 45.71 14,132 14,835 648 26
FGC Poland 29.09 3,279 4,202 160 103
FKR Poland 18.07 965 1,034 3 (9)
FPL UK 23.78 1,713 1,713 (43) 941
FCL Romania 21.17 649 759 (26) 13
Sub Total 20,738 22,543 742 1,074
b) Investments
UK PPP UK 0.94 - - 13 40
FULCRUM UK 0.99 144 144 117 -
SPEC OPPS UK 11.07 1,171 1,171 - 221
OFFICES UK 1.64 338 338 6 -
Sub Total 1,653 1,653 136 261
Total 22,391 24,196 878 1,335
PROPERTY FUND MANAGEMENT ("First Property Asset Management Ltd" or "FPAM")
Third party assets under management at the period end decreased by 12% to
£144.8 million (31 March 2025: £164.0 million). The decrease was largely
attributable to the loss of control of one property valued at £27.5 million
and the sale of another property for £2.55 million in the United Kingdom,
offset by the purchase of one property in the United Kingdom for £7.06
million and foreign currency revaluation gains of £4.84 million.
71% of third-party assets under management were in Poland, 23% in the UK and
6% in Romania.
Revenue earned by this division during the six months ended 30 September 2025
decreased to £0.80 million (30 September 2024: £1.17 million), resulting
in profit before unallocated central overheads and tax of £0.08 million (30
September 2024: £0.41 million).
At the period end fund management fee income, excluding performance fees, was
being earned at an annualised rate of £1.30 million (31 March 2025: £1.20
million). The Group expects the revenue from the Fulcrum contract to grow over
time.
FPAM's weighted average unexpired fund management contract term at the period
end was 4 years, 5 months (31 March 2025: 3 years, 4 months).
The reconciliation of movement in third party funds under management during
the period is shown below:
Funds managed for third parties (including funds in which the Group is a
minority shareholder)
UK CEE Total No. of prop's
£m. £m. £m.
As at 1 Apr 2025 56.77 107.14 163.91 18
Property purchases 7.06 - 7.06 1
Property sales (2.55) - (2.55) (1)
Capital expenditure - 0.12 0.12 -
Property revaluation (0.85) 0.04 (0.81) -
Loss of control (27.5) - (27.5) (1)
FX revaluation - 4.84 4.84 -
As at 30 Sep 2025 32.93 111.84 144.77 17
An overview of the value and maturity of each of the funds managed by FPAM is
set out below:
Fund Country of investment Fund expiry Assets under management at market value at No of properties % of total third-party assets under management Assets under management at market value at
30 Sep 2025 31 Mar 2025
£m. % £m.
OFFICES UK Jun 2024 - - - 27.5
SIPS UK Jan 2026 3.5 1 2.4 3.5
UK PPP UK Jan 2027 - - - 2.6
SPEC OPPS UK Jan 2027 8.9 3 6.1 9.5
FKR Poland Mar 2027 16.2 1 11.2 15.5
FGC Poland Dec 2027 24.9 1 17.2 23.9
FCL Romania Jun 2028 8.4 1 5.8 8.0
FPL UK Jun 2028 - - - -
FOP Poland Oct 2030 62.4 5 43.1 59.8
FULCRUM UK Indefinite 20.5 5 14.2 13.7
Total Third Party AUM 144.8 17 100.0 164.0
The sub sector weightings of investments in FPAM funds is set out in the table
below:
UK Poland Romania Total % of Total
£m. £m. £m. £m.
Offices 22.2 37.7 8.4 68.3 47.2
Retail warehousing 10.8 - - 10.8 7.4
Shopping centres - 12.4 - 12.4 8.6
Supermarkets - 53.3 - 53.3 36.8
Total 33.0 103.4 8.4 144.8 100.0
% of Total 22.8 71.4 5.8 100.0
Commercial Property Market Outlook
Poland:
Polish GDP grew by 3.4% year-on-year (YoY) in Q2 and 3.7% in Q3. This
acceleration marked the strongest economic expansion since Q3 2022, driven
primarily by robust household consumption and a recovery in public investment.
The National Bank of Poland's policy interest rate was cut in November 2025 to
4.25%, bringing to 1.5% the total reduction in interest rates in the year to
date.
Occupational demand for commercial property and investment demand remains weak
but is not deteriorating. There are signs of improvement. Some €2.6 billion
of commercial property was transacted during the first three quarters of 2025,
a similar level to the same period in 2024.
United Kingdom:
The value of transactions in commercial investment property remains below the
five-year average but is forecast to be higher in 2025 than they were in 2024.
Values for prime and secondary assets continue to diverge. If interest rates
decline further, agents expect transaction volume and values to climb in
response.
Current Trading and Prospects
I am pleased by these results which reflect continued improvement in the
Group's underlying assets and operations. The economic and market turmoil set
in train by lockdowns, changing working habits, damaging government policies,
increases in interest rates and a marked withdrawal of capital from the sector
has made it very challenging for investors in commercial property. We have
however, navigated these difficult times relatively well.
The markets and economy continue to be challenging. Our government seems
intent on damaging as much as possible the private sector and wealth creation
in the UK.
Notwithstanding this, I anticipate we will successfully go on protecting asset
values as best as possible and adding value whenever the opportunity to do so
arises.
Ben Habib
Chief Executive
CONSOLIDATED INCOME STATEMENT
for the six months to 30 September 2025
Notes Six months to 30 Sep 2025 Six months to Year to
(unaudited) 30 Sep 2024 31 Mar 2025
(unaudited) (audited)
£'000 £'000 £'000
Revenue 2 3,645 3,935 7,552
Cost of sales (1,020) (1,446) (2,728)
Gross profit 2,625 2,489 4,824
Operating expenses (2,036) (2,392) (4,317)
Operating profit 589 97 507
Share of results in associates 11a 742 1,536 2,827
Share of associates' revaluation loss 11a - (462) (38)
Profit from the loss of control of subsidiaries 5 149 - -
Investment income 136 261 422
Interest income 3 112 124 245
Interest expense 3 (248) (400) (695)
Loss from impairment of investment properties - - (242)
Profit before tax 1,480 1,156 3,026
Tax charge 4 (201) (55) (684)
Profit for the period 1,279 1,101 2,342
Attributable to:
Owners of the parent 1,165 1,033 2,139
Non-controlling interests 114 68 203
1,279 1,101 2,342
Earnings per share
Basic 7 0.79p 0.92p 1.65p
Diluted 7 0.79p 0.91p 1.64p
All operations are continuing.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the six months to 30 September 2025
Notes Six months to 30 Sep 2025 Six months to Year to
30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit for the period 1,279 1,101 2,342
Other comprehensive income
Items that may subsequently be reclassified to profit or loss:
Exchange differences on retranslation of foreign subsidiaries 568 (145) 985
Net profit/ (loss) on financial assets at fair value through Other 11b 147 (144) (258)
Comprehensive Income
Taxation - - -
Total comprehensive income for the period 1,994 812 3,069
Total comprehensive income for the period attributable to:
Owners of the parent 1,883 805 2,759
Non-controlling interests 111 7 310
1,994 812 3,069
All operations are continuing.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 September 2025
Notes As at As at As at
30 Sep 2025 (unaudited) 31 Mar 2025 (audited) 30 Sep 2024
(unaudited)
£'000 £'000 £'000
Non-current assets
Investment properties 9 37,775 46,759 44,902
Right of use Asset - - -
Property, plant and equipment 8 15 26
Investment in associates 11a 20,738 20,064 18,349
Other financial assets at fair value through OCI 11b 1,653 1,670 2,308
Goodwill 153 153 153
Deferred tax assets 367 1,117 1,000
Total non-current assets 60,694 69,778 66,738
Current assets
Trading property 10 574 - -
Current tax assets 15 170 46
Right of use assets - - -
Trade and other receivables 12 3,871 3,939 3,513
Cash and cash equivalents 3,292 4,824 5,889
Total current assets 7,752 8,933 9,448
Current liabilities
Trade and other payables 13 (2,044) (2,743) (3,343)
Provisions (365) (332) (300)
Lease liabilities - - -
Financial liabilities 14 (859) (5,143) (5,247)
Other financial liabilities 15 (1,024) (11,042) (10,956)
Current tax liabilities (40) (22) (31)
Total current liabilities (4,332) (19,282) (19,877)
Net current assets 3,420 (10,349) (10,429)
Total assets less current liabilities 64,114 59,429 56,309
Non-current liabilities
Financial liabilities 14 (8,536) (4,307) (4,562)
Other financial liabilities 15 (2,959) (3,875) (3,770)
Lease liabilities - - -
Deferred tax liabilities (3,271) (3,930) (3,152)
Net assets 49,348 47,317 44,825
Equity
Called up share capital 6 1,536 1,536 1,536
Share premium 8,222 8,222 8,222
Share-based payment reserve 1,163 1,105 960
Foreign exchange translation reserve 149 (422) (1,491)
Purchase of own shares reserve (2,440) (2,440) (2,440)
Investment revaluation reserve (2,049) (2,451) (2,337)
Retained earnings 40,450 39,540 38,434
Equity attributable to the owners of the parent 47,031 45,090 42,884
Non-controlling interests 2,317 2,227 1,941
Total equity 49,348 47,317 44,825
Net assets per share 7 31.81p 30.50p 29.01p
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months to 30 September 2025
Share Share Premium Share- Based Foreign Exchange Translation Reserve Purchase of Own Shares Investment Retained Earnings Non-Controlling Interests Total
Capital Payment Reserve Revaluation
Reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 Apr 2024 1,166 5,635 815 (1,407) (2,440) (2,193) 37,401 1,954 40,931
Profit for the period - - - - - - 1,101 - 1,101
Net gain/ (loss) on financial assets at fair value through other comprehensive - - - - - (144) - - (144)
income
Exchange differences arising on translations of foreign subs - - - (84) - - - (61) (145)
Change in the proportion held in non-controlling interests - - - - - - - - -
Movement on foreign exchange - - - - - - - - -
Total Comprehensive Income - - - (84) - (144) 1,101 (61) 812
Share issue 370 2,587 - - - - - - 2,957
Share options charge - - 145 - - - - - 145
Non-controlling interests - - - - - - (68) 68 -
Dividends paid - - - - - - - (20) (20)
At 30 Sep 2024 1,536 8,222 960 (1,491) (2,440) (2,337) 38,434 1,941 44,825
Profit for the period - - - - - - 1,241 - 1,241
Net (loss) on financial assets at fair value through other comprehensive - - - - - (114) - - (114)
income
Exchange differences arising on translations of foreign subs - - - 1,069 - - - 168 1,237
Total Comprehensive Income - - - 1,069 - (114) 1,241 168 2,364
Share options charge - - 145 - - - - - 145
Non-controlling interests - - - - - - (135) 135 -
Dividends paid - - - - - - - (17) (17)
At 1 Apr 2025 1,536 8,222 1,105 (422) (2,440) (2,451) 39,540 2,227 47,317
Profit for the period - - - - - - 1,279 - 1,279
Net gain on financial assets at fair value through other comprehensive income - - - - - 147 - - 147
Exchange differences arising on translations of foreign subs - - - 571 - - - (3) 568
Change in the proportion held in non-controlling interests - - - - - - - - -
Recycled to retained earnings - - - - - 255 (255) - -
Total Comprehensive Income - - - 571 - 402 1,024 (3) 2,015
Share options charge - - 58 - - - - - 58
Non-controlling interests - - - - - - (114) 114 -
Dividends paid - - - - - - - (21) (21)
At 30 Sep 2025 1,536 8,222 1,163 149 (2,440) (2,049) 40,450 2,317 49,348
CONSOLIDATED CASH FLOW STATEMENT
for the six months to 30 September 2025
Notes Six months to Six months to 30 Sep 2024 (unaudited) Year to
30 Sep 2025 (unaudited) 31 Mar 2025
(audited)
£'000 £'000 £'000
Cash flows from/ (used in) operating activities
Operating profit 589 97 507
Adjustments for:
Depreciation of property, plant & equipment 5 13 24
Depreciation of investment property 9 230 202 417
Share options charge 58 145 290
Decrease in trade and other receivables 101 745 217
(Decrease) in trade and other payables (716) (268) (506)
Other non-cash adjustments 59 (108) 101
Cash generated from operations 326 826 1,050
Income taxes paid 62 (29) (194)
Net cash flow from operating activities 388 797 856
Cash flow from/ (used in) investing activities
Capital expenditure on investment properties 9 (399) (191) (1,423)
Purchase of property, plant and equipment (1) (15) (15)
Purchase of trading property 10 (574) - -
Proceeds from investments in funds 11b 164 171 695
Proceeds from Investment in shares of associates 11a 92 - -
Investments in associates 11a (24) - -
Interest received 3 112 124 245
Investment income 136 261 422
Net cash flow (used in)/ from investing activities (494) 350 (76)
Cash flow from/ (used in) financing activities
Gross proceeds from open offer - 2,957 2,957
Repayment of bank loans (455) (418) (831)
Repayment of deferred consideration (1,020) (1,970) (1,970)
Interest paid 3 (248) (400) (695)
Dividends paid - - -
Dividends paid to non-controlling interests (21) (20) (37)
Net cash flow (used in)/ from financing activities (1,744) 149 (576)
Net (decrease)/ increase in cash and cash equivalents (1,850) 1,296 204
Cash and cash equivalents at the beginning of period 4,824 4,628 4,628
Currency translation gains/ (losses) on cash and cash equivalents 318 (35) (8)
Cash and cash equivalents at the end of the period 3,292 5,889 4,824
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
1. Basis of Preparation
· These interim consolidated financial statements for the six months
ended 30 September 2025 have not been audited or reviewed and do not
constitute statutory accounts within the meaning of section 435 of the
Companies Act 2006. They have been prepared in accordance with the Group's
accounting policies as set out in the Group's latest annual financial
statements for the year ended 31 March 2025 and are in compliance with IAS 34
"Interim Financial Reporting". These accounting policies are drawn up in
accordance with UK-adopted International Accounting Standards.
· The comparative figures for the financial year ended 31 March 2025
are not the full statutory accounts for the financial year but are abridged
from those accounts which were prepared under IFRS and which have been
reported on by the Group's auditors and delivered to the Registrar of
Companies. The report of the auditors was unqualified, did not include
references to any matter to which the auditors drew attention by way of
emphasis without qualifying their report and did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
· These interim financial statements were approved by the Audit
Committee on 26 November 2025.
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
2. Segmental Analysis
Segment reporting for the six months to 30 September 2025
Fund Management Division Group Properties Division
Property Group properties Associates and investments Unallocated central overheads TOTAL
fund management
£'000 £'000 £'000 £'000 £'000
Rental income - 2,007 - - 2,007
Service charge income - 841 - - 841
Asset management fees 797 - - - 797
Total revenue 797 2,848 - - 3,645
Depreciation and amortisation (3) (2) - - (5)
Operating profit 80 1,035 - (526) 589
Share of results in associates - - 742 - 742
Profit on deconsolidation of Gdynia - 149 - - 149
Investment income - - 136 - 136
Interest income - 20 - 92 112
Interest expense - (248) - - (248)
Profit/ (loss) before tax 80 956 878 (434) 1,480
Analysed as:
Underlying profit/ (loss) before tax before adjusting for the following items: 80 808 618 (434) 1,072
Interest on loans to associates - - - 58 58
Share option charge - - - (58) (58)
Profit on deconsolidation of Gdynia following loss of control - 149 - - 149
UK fund distributions following property sales - - 260 - 260
Realised foreign currency (losses)/ gains - (1) - - (1)
Profit/ (loss) before tax 80 956 878 (434) 1,480
Revenue for the six months to 30 September 2025 from continuing operations
consists of revenue arising in the United Kingdom 5% (30 September 2024: 15%)
and Central and Eastern Europe 95% (30 September 2024: 85%) and all relates
solely to the Group's principal activities.
Direct costs incurred by the Company relating to the cost of the Board and the
related share listing costs are shown separately under unallocated central
costs.
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
Segment reporting for the six months to 30 September 2024
Fund Management Division Group Properties Division
Property Group properties Associates and investments Unallocated central overheads TOTAL
fund management
£'000 £'000 £'000 £'000 £'000
Rental income - 2,014 - - 2,014
Service charge income - 747 - - 747
Asset management fees 1,174 - - - 1,174
Total revenue 1,174 2,761 - - 3,935
Depreciation and amortisation (8) (5) - - (13)
Operating profit 409 378 - (690) 97
Share of results in associates - - 1,536 - 1,536
Fair value adjustment to associate - - (462) - (462)
Investment income - - 261 - 261
Interest income - 124 - - 124
Interest expense - (400) - - (400)
Profit/ (loss) before tax 409 102 1,335 (690) 1,156
Analysed as:
Underlying profit/ (loss) before tax before adjusting for the following items: 108 83 595 (399) 387
Interest on loan to associates - - - 69 69
Share option charge - - - (145) (145)
Open offer costs - - - (184) (184)
Payment in lieu of management fees 300 - - - 300
UK fund distributions following property sales - - 261 - 261
Uplift in the Group's value of an associate following property trading - - 941 - 941
Fair value adjustment to associate - - (462) - (462)
Realised foreign currency (losses)/ gains 1 19 - (31) (11)
Profit/ (loss) before tax 409 102 1,335 (690) 1,156
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
Segment reporting for the year to 31 March 2025
Fund Management Division Group Properties Division
Property Group properties Associates and investments Unallocated central overheads TOTAL
fund management
£'000 £'000 £'000 £'000 £'000
Rental income - 3,578 - - 3,578
Service charge income - 1,712 - - 1,712
Asset management fees 2,262 - - - 2,262
Performance related fee income - - - - -
Total revenue 2,262 5,290 - - 7,552
Depreciation and amortisation (15) (9) - - (24)
Operating profit 1,040 853 - (1,386) 507
Share of results in associates - - 2,827 - 2,827
Fair value adjustment on associates - - (38) - (38)
Property impairment - (242) - - (242)
Investment income - - 422 - 422
Interest income - 38 - 207 245
Interest expense - (695) - - (695)
Profit/ (loss) before tax 1,040 (46) 3,211 (1,179) 3,026
Analysed as:
Underlying profit/ (loss) before tax before adjusting for the following items: 633 213 1,094 (941) 999
Interest received on loan to associate - - - 207 207
Open offer costs - - - (142) (142)
Fair value adjustment on associates - - (38) - (38)
Property impairment - (242) - - (242)
One-off income generated from an associate 91 - 1,733 - 1,824
One-off distribution income from UK investments - - 422 - 422
Payment in lieu of management fees 300 - - - 300
Share option charge - - - (290) (290)
Realised foreign currency (losses)/ gains 16 (17) - (13) (14)
Total 1,040 (46) 3,211 (1,179) 3,026
Assets - Group 993 50,590 1,670 5,394 58,647
Share of net assets of associates - - 20,064 - 20,064
Liabilities (49) (31,345) - - (31,394)
Net assets 944 19,245 21,734 5,394 47,317
Additions to non-current assets
Property, plant and equipment - 15 - - 15
Investment properties - 1,423 - - 1,423
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
3. Interest Income/ (Expense)
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
£'000 £'000 £'000
Interest income - bank deposits 49 46 104
Interest income - other 63 78 141
Total interest income 112 124 245
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
£'000 £'000 £'000
Interest expense - property loans (246) (334) (617)
Interest expense - bank and other (2) (66) (78)
Total interest expense (248) (400) (695)
4. Tax Expense
The tax charge is based on a combination of actual current and deferred tax
charged at an effective rate that is expected to apply to the profits for the
full year.
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
£'000 £'000 £'000
Current tax (133) (90) (127)
Deferred tax (68) 35 (557)
Total (201) (55) (684)
5. Loss of control
On 30 April 2025 the decision was taken to place Fprop Gdynia Sp. Zoo ("GDY")
into administration following the Company's failure to agree restructuring
terms with its principal creditor, as announced by RNS. As a result of this
action it was deemed the Group had lost control of this entity and its assets
and liabilities were deconsolidated from the accounts of the Group.
On 31 July 2025, the Group sold GDY Property (1) Ltd (formerly Fprop Gdynia
Podolska Limited) and GDY Property (2) Ltd (formerly Fprop Gdynia Limited),
the 100% shareholders of GDY, for a consideration of £1 respectively.
As a result of the loss of control of these entities, the Group recognised a
one-off gain on disposal of £0.15 million.
Net liabilities/(assets) disposed: £'000
Investment property (10,042)
Debtors (919)
Trade creditors 53
Deferred consideration 10,042
Other creditors 1,015
Gain on disposal of subsidiaries 149
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
6. Called-Up Share Capital
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
£'000 £'000 £'000
Authorised
240,000,000 (2024: 240,000,000) Ordinary Shares of 1 pence each 2,400 2,400 2,400
Issued and fully paid
153,561,892 (2024: 153,561,892) Ordinary Shares of 1 pence each of issued 1,536 1,536 1,536
share capital, of which 5,718,783 Ordinary Shares (2024: 5,718,783) are held
in treasury
Ordinary Treasury Share
Shares Shares Options
Number Number Number
1 April 2025 147,843,109 5,718,783 12,560,000
Purchase of shares into treasury - - -
Exercise of share options - - -
Issue of new shares - - -
Issue of share options - - -
Lapse of share options - - -
30 September 2025 147,843,109 5,718,783 12,560,000
7. Earnings/ NAV Per Share
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
Basic earnings per share 0.79p 0.92p 1.65p
Diluted earnings per share 0.79p 0.91p 1.64p
The basic earnings per ordinary share is calculated on the profit on ordinary
activities after taxation and after excluding non-controlling interests on the
weighted average number of ordinary shares in issue, during the period.
Figures in the table below have been used in the calculations.
£'000 £'000 £'000
Basic earnings per share 1,165 1,033 2,139
Notional interest on share options assumed to be exercised 3 8 3
Diluted earnings assuming full dilution 1,168 1,041 2,142
Number Number Number
Weighted average number of Ordinary Shares in issue 147,843,109 112,296,132 130,020,926
(used for basic earnings per share calculation)
Number of Share options 500,000 2,110,000 500,000
Total number of Ordinary Shares used in the diluted earnings per Share 148,343,109 114,406,132 130,520,926
calculation
For the purpose of calculating diluted earnings/(loss) per share, the number
of Ordinary Shares is the weighted average number of Ordinary Shares, plus the
weighted average number of Ordinary Shares that would be issued on the
conversion of all the dilutive potential Ordinary Shares into Ordinary Shares.
Options have a dilutive effect only when the average market price of the
Ordinary Shares during the period exceeds the exercise price of the options
and thus they are 'in the money'.
The weighted average number of Ordinary Shares in issue includes 36,960,777
new Ordinary Shares issued following completion of the Open Offer on 23
September 2024.
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
Net assets per share 31.81p 29.01p 30.50p
Adjusted net assets per share 38.07p 31.79p 35.72p
The following numbers have been used to calculate both the net assets and
adjusted net assets per share:
Six months Six months Year
ended ended ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
£'000 £'000 £'000
For adjusted net assets per share
Net assets excluding non-controlling interests 47,031 42,884 45,090
Uplift of investment properties at fair value net of deferred taxes 7,603 4,213 6,966
Uplift of investments in associates and other financial investments to fair 1,777 243 872
value
Other items 58 323 58
Total 56,469 47,663 52,986
8. Share Based Payments
The Company has a share-based payment arrangement scheme in place which will
be fully vested by 31 March 2026 as described below:
Date of grant 31 March 2023
Number granted 10,450,000
Contractual life 10 years to 31 March 2033
Vesting conditions The options vest as follows:
· 33.3% on the first anniversary of grant;
· 33.3% on the second anniversary of grant; and
· the remainder on the third anniversary of grant.
The estimated fair value of each share option granted has been calculated
using the Black-Scholes pricing model. The model inputs were the share price
at grant date and the exercise price based on the mid-market closing price on
30 March 2023 of 23.5 pence per Ordinary Share, expected volatility of 30%, a
dividend yield of 1%, a contractual life of 10 years and a risk-free interest
rate of 4.25%.
Six months Six months Year ended
ended ended 31 March 2025
30 Sep 2025 30 Sep 2024
£'000 £'000 £'000
Expenses arising from share based payments 58 145 290
9. Investment Properties
Six months Year Six months
ended ended ended
30 Sep 2025 31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
1 April 46,759 45,756 45,756
Property impairment - (242) -
Loss of control (10,042) - -
Purchases - - -
Capital expenditure 399 1,423 191
Disposals - - -
Depreciation (230) (417) (202)
Foreign exchange translation 889 239 (843)
Total at end of period 37,775 46,759 44,902
Investment properties owned by the Group are stated at cost less depreciation
and accumulated impairment losses.
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
10. Trading Property
Six months Year Six months
ended ended ended
30 Sep 2025 31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
1 April - - -
Purchases 574 - -
Capital expenditure - - -
Disposals - - -
Total at end of period 574 - -
11. Investments in associates and other financial assets and investments
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
a) Associates
Cost of investment at beginning of period 20,064 17,275 17,275
Additions 24 - -
Disposals - - -
Repayment of shareholder loan (92) - -
Share of associates profit after tax 742 2,827 1,536
Share of associates revaluation gains - (38) (462)
Dividends received - - -
Cost of investment at end of period 20,738 20,064 18,349
The Group's investments in associated companies are accounted for under the
"cost model" under IAS40 whereby the
Group's share is held at cost plus its share of subsequent accumulated profits
less dividends received. It comprises the following:
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
Investments in associates
Fprop Galeria Corso Ltd 3,279 3,211 3,071
Fprop Krakow Ltd 965 962 1,081
Fprop Cluj Ltd 649 676 691
Fprop Phoenix Ltd 1,713 1,733 941
Fprop Opportunities plc 14,132 13,482 12,565
20,738 20,064 18,349
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
b) Other financial investments
At 1 April 1,670 2,623 2,623
Additions - - -
Repayments (164) (695) (171)
Increase/ (decrease) in fair value during the period 147 (258) (144)
Cost of investment at end of period 1,653 1,670 2,308
The Group holds four unlisted investments in funds managed by FPAM. Each is
designated at fair value through "Other Comprehensive Income" (OCI) as per
IFRS 9. The Directors consider their fair value to not be materially different
from their carrying value.
Fair value has been calculated by applying the Group's percentage holding in
the investments to the fair value of their net assets.
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
12. Trade and Other Receivables
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
Current assets
Trade receivables 1,199 1,312 1,655
Less provision for impairment of receivables (164) (109) (366)
Trade receivables net 1,035 1,203 1,289
Other receivables 2,036 1,948 1,728
Prepayments and accrued income 800 788 496
Total at end of period 3,871 3,939 3,513
13. Trade and Other Payables
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
Current liabilities
Trade payables 803 1,839 922
Other taxation and social security 247 178 191
Other payables and accruals 962 631 2,119
Deferred income 32 95 111
Total at end of period 2,044 2,743 3,343
14. Financial Liabilities
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
Current liabilities
Bank loans 859 5,143 5,247
Total at end of period 859 5,143 5,247
Non-current liabilities
Bank loans 8,536 4,307 4,562
Total at end of period 8,536 4,307 4,562
Total obligations under financial liabilities
Repayable within one year 859 5,143 5,247
Repayable within one and five years 7,634 3,218 2,118
Repayable after five years 902 1,089 2,444
Total at end of period 9,395 9,450 9,809
Four bank loans (all denominated in Euros) totalling £9.40 million (31 March
2025: £9.45 million) are secured against five investment properties owned by
the Group. These bank loans are otherwise non-recourse to the Group's assets.
NOTES TO THE ACCOUNTS
for the six months ended 30 September 2025
The interest rate profile of the Group's financial liabilities at 30 September
2025 and at 31 March 2025 was as follows:
Interest bearing Non- Total
interest
bearing
£'000 £'000 £'000
Financial liabilities 9,395 - 9,395
Other financial liabilities - 3,983 3,983
At 30 Sep 2025 9,395 3,983 13,378
Financial liabilities 9,450 - 9,450
Other financial liabilities - 14,917 14,917
At 31 Mar 2025 9,450 14,917 24,367
A one percentage point increase in interest rates would increase the annual
interest rate bill by £0.09 million per annum (31 March 2025: £0.09 million
per annum).
15. Other Financial Liabilities
Six months ended Year Six months
30 Sep 2025 ended ended
31 Mar 2025 30 Sep 2024
£'000 £'000 £'000
Current liabilities 1,024 11,042 10,956
Non-current liabilities 2,959 3,875 3,770
Total at end of period 3,983 14,917 14,726
Total obligations under financial liabilities
Repayable within one year 1,024 11,042 10,956
Repayable within one and five years 2,959 3,875 3,770
Repayable after five years - - -
Total at end of period 3,983 14,917 14,726
Other financial liabilities decreased to £3.98 million (31 March 2025:
£14.92 million). The reduction was largely due to Fprop Gdynia Sp. Zoo
("GDY") being put into administration following the Company's failure to agree
restructuring terms with its principal creditor, as announced by RNS on 30
April 2025. This resulted in the entity being deconsolidated from the accounts
of the Group. See note 5 for further information on loss of control.
The balance of £3.98 million relates to the Group's additional investment in
Blue Tower, Warsaw, which was originally financed by deferred consideration
totalling £7.20 million (debt denominated in Polish Zloty, PLN 40.40
million). This liability, which is non-interest bearing, is payable in seven
instalments, the first four instalments have been paid. The next instalment is
due in August 2026.
During the six month period to 30 September 2025 Sterling weakened against the
Polish Zloty by 2.4% which increased our liability in respect of Blue Tower by
£0.10 million.
The interim results are being circulated to all shareholders and can be
downloaded from the company's website - www.fprop.com (http://www.fprop.com) .
Further copies can be obtained from the registered office at 32 St James's
Street, London SW1A 1HD.
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