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    Preliminary results

    Picture of First Property logoFirst Property
    19/06/2025 07:00
    RNS Number : 4776N

First Property Group PLC

19 June 2025

 

Date:                      19 June 2025

On Behalf of:        First Property Group plc ("First Property", the "Company" or the "Group")

Embargoed:         0700hrs

 

First Property Group plc

 

Preliminary results for the year ended 31 March 2025 (Unaudited)

 

First Property Group plc (AIM: FPO), the property fund manager and investor with operations in the United Kingdom and Central Europe, today announces its unaudited preliminary results for the year ended 31 March 2025.

 

Highlights:

·      Statutory profit before tax for the year: £3.03 million (31 March 2024: loss before tax: £4.41 million)

·      Initiated cost savings programme which resulted in annualised cost savings of c.£650,000

·      Reduction in gross debt by £3.25 million (12%) and net debt by £3.44 million (15%)

·      Cash at 31 March 2025: £4.82 million (31 March 2024: £4.63 million)

·      Third party Assets Under Management ("AUM") at 31 March 2025: £164 million (31 March 2024: £222 million)

·      Total AUM at 31 March 2025: £220 million (31 March 2024: £274 million)

·      Weighted average unexpired fund management contract term at 31 March 2025: 3 years, 4 months (31 March 2024: 1 year, 9 months)

 

Financial summary:


    Unaudited
    year to
    31 March 2025    		Audited
    year to
    31 March 2024    		Percentage
    change
    Income statement:
    Statutory profit/(loss) before tax£3.03m(£4.41m)168.71%
    Diluted earnings/(loss) per share1.64p(4.04p)140.59%
    Total dividend per share---
    Average €/£ exchange rate1.19111.1606-
    Financial position at the year-end:
    Investment properties at book value£46.76m£45.76m2.19%
    Investment properties at market value£56.04m£51.90m7.98%
    Associates and investments at book value£21.73m£19.90m9.23%
    Associates and investments at market value£22.60m£20.26m11.55%
    Cash balances£4.82m£4.63m4.10%
    Cash per share3.26p***4.18p-22.01%
    Gross debt£24.37m£27.62m-11.77%
    Net debt£19.55m£22.99m-14.96%
    Gearing ratio at book value*35.08%41.47%-
    Gearing ratio at market value*31.50%38.28%-
    Net assets at book value**£45.09m£38.98m15.67%
    Net assets at market value£52.99m£44.53m19.00%
    Adjusted net assets per share (EPRA basis)***35.72p39.41p-9.36%
    Year-end €/£ rate1.19491.1697-
    

 


    *Gearing ratio = Gross debt divided by gross assets
    **Attributable to the owners of the parent, excludes non-controlling interests
    ***Calculation includes new shares issued following completion of the Company's open offer on 23 September 2024.
    

 

 

 

 

 

 

 

 

 

 

Commenting on the results, Ben Habib, Chief Executive of First Property Group plc, said:

 

"I am pleased to report a material turnaround in the fortunes of the Group.

 

"We appear to be close to the bottom of the cycle, following what has been a severe downturn, especially for office properties.

 

"The economic outlook remains uncertain and it remains a buyer's market. Even with this uncertain outlook we are seeing interesting deals, some of which we hope to secure.

 

"We are treading cautiously but our fortunes have improved and we expect this to continue."

 

A briefing for analysts and shareholders 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 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 will be posted on the Company's website.

 

 

 

For further information please contact:

 


    First Property Group plcTel: +44 (20) 7340 0270
    Ben Habib (Chief Executive Officer)
    Laura James (Group Finance Director)
    Jeremy Barkes (Director, Business Development)    		www.fprop.com
    investor.relations@fprop.com
    Jill Aubrey (Director, Compliance and Company Secretary)
    Allenby Capital (NOMAD & Broker)Tel: + 44 (0) 20 3328 5656
    Nick Naylor / Daniel Dearden-Williams (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:

 

·      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.

 

·      Group Properties - principal investments by the Group, to earn a return on its own capital, usually in partnership with third parties. As at 31 March 2025, investments comprised six directly held properties in Poland, one in Romania, and non-controlling interests in nine of the eleven funds managed by FPAM.

 

Quoted on AIM, the Company has offices in London and Warsaw. Further information about the Company and its properties can be found at: www.fprop.com.

 

 

 

 

 

 

 

 

 

CHIEF EXECUTIVE'S STATEMENT

Financial performance

 

I am pleased to report the Group's unaudited preliminary results for the year ended 31 March 2025, which yielded a profit before tax of £3.03 million (31 March 2024: loss before tax of: £4.41 million).

 

The turnaround in the Group's fortunes is mainly attributable to lower impairment charges in the value of the Group's direct investments in Poland of £0.24 million (2024: £3.75 million), an increase in the value of the Group's 23% share in Fprop Phoenix Ltd (FPL) by £1.73 million, and cost-cutting measures which resulted in total annualised savings of around £650,000.

 

In September 2024, the Group raised £2.96 million (before expenses) through an open offer of new Ordinary Shares to all qualifying shareholders. The proceeds were used to:

 

1.     meet contractual liabilities in respect of deferred consideration payments (£1.97 million) for Blue Tower, an office building in Warsaw, which is directly owned by the Group;

 

2.     fund capital expenditure incentives for tenants as the Group continues to lease the remaining vacant space in its portfolio (£1.42 million); and

 

3.     strengthen the Group's balance sheet.

 

The open offer was underwritten by the Group's CEO and Chairman, demonstrating their confidence in the Group's prospects and the Board's strategy.

 

The Group ended the financial year with net assets calculated under the cost basis of accounting, excluding non-controlling interests, of £45.09 million (31 March 2024: £38.98 million), equating to 30.50 pence per share (31 March 2024: 35.15 pence per share). It is the accounting policy of the Group to carry its properties and interests in associates at the lower of cost or market value.

 

The net assets of the Group when adjusted to their market value less any deferred tax liabilities (EPRA basis) amounted to £52.99 million or 35.72 pence per share at 31 March 2025 (31 March 2024: £44.53 million or 39.41 pence per share).

 

Gross debt at the year-end reduced to £24.37 million (31 March 2024: £27.62 million), £14.92 million of which was non-interest bearing and represented deferred consideration for the purchase of two office properties in Poland. Net debt reduced to £19.55 million (31 March 2024: £22.99 million). The debt was secured against six directly owned properties in Poland.

 

The Group's gearing ratio with its properties at their book value was 35.08% (31 March 2024: 41.47%) and with its properties at their market value was 31.50% (31 March 2024: 38.28%).

 

Group cash balances at the year-end stood at £4.82 million (31 March 2024: £4.63 million), equivalent to 3.26 pence per share (31 March 2024: 4.18 pence per share). The calculation includes new shares issued following completion of the open offer on 23 September 2024.

 

The diluted earnings per share was 1.64 pence (2024: loss per share 4.04 pence).

 

Dividend

 

The Directors have resolved not to pay a dividend in respect of the year ended 31 March 2025 (31 March 2024: nil).

 

 

REVIEW OF OPERATIONS

PROPERTY FUND MANAGEMENT

Third party assets under management ended the year at £164.0 million (31 March 2024: £221.8 million).

The decrease in value of third party funds under management was mainly due to the sale by four funds of nineteen properties in the United Kingdom for an aggregate value of £63.1 million.

Fund management fees are levied monthly by reference to the value of properties, except for Fprop Offices LP ("OFFICES"), in which the Group participates in a profit share arrangement instead. OFFICES has reached the end of its fund life and will be wound up after its last remaining property is sold.

The profit earned by this division before unallocated central overheads and tax increased by £0.22 million to £1.04 million (2024: £0.82 million) even though revenue decreased by 23% to £2.26 million (2024: £2.95 million).

The decrease in revenue was due to a reduction in third party assets under management and a reduction in one-off advance payments of £300,000 (2024: £411,000), mainly pertaining to the Group's defined benefit pension scheme clients which are generally recycling their investments into more liquid asset classes. The advance payments were in respect of fund management fees paid by one such client, the BAE Systems Pension Funds Trustees Limited (SIPS), due to property sales prior to the end of the fund's life.

The increase in profit was mainly attributable to cost saving measures implemented during the year.

At the financial year end fund management fee income, excluding performance fees, was being earned at an annualised rate of £1.20 million (31 March 2024: £1.83 million).

The weighted average unexpired fund management contract term at the financial year-end was 3 years, 4 months (31 March 2024: 1 year, 9 months).

The reconciliation of movement in third party funds managed by FPAM during the year is shown below:

 


    Funds managed for third parties (including funds in which the Group is a minority shareholder)
    UK
    £m    		CEE
    £m    		Total
    £m    		No. of properties
    As at 1 April 2024115.01106.76221.7735
    Property purchases6.40-6.402
    Property sales(63.08)-(63.08)(19)
    Capital expenditure0.190.370.56-
    Propertyrevaluation(1.75)2.640.89-
    FX revaluation-(2.63)(2.63)-
    As at 31 March 202556.77107.14163.9118
    

 

 

An overview of the value of assets and maturity of each of the funds managed by FPAM is set out below:

 


    FundCountry of investmentFund expiryAssets under management at market value at
    31 March 2025    		No. of properties% of total third-party assets under managementAssets under management at market value at
    31 March 2024
    £m.£m.
    OFFICESUKJun 202427.5116.847.4
    SIPSUKJan 20253.512.133.8
    FGCPolandMar 202623.9114.521.7
    UK PPPUKJan 20272.611.613.6
    SPEC OPPSUKJan 20279.535.812.7
    FKRPolandMar 202715.519.516.4
    FCLRomaniaJun 20288.014.98.3
    FPLPolandJun 2028----
    FOPPolandOct 203059.8536.460.3
    FULCRUMUKIndefinite13.748.47.6
    Total Third-Party AUM164.018100.0221.8
    

 

 

The sub sector weightings of investments in FPAM funds is set out in the table below:


    UKPolandRomaniaTotal% of Total
    £m.£m.£m.£m.
    Offices50.2236.088.0494.3457.5%
    Retail warehousing6.55--6.554.0%
    Supermarkets-11.89-11.897.3%
    Shopping centres-51.13-51.1331.2%
    Total56.7799.108.04163.91100.0%
    % of Total Third-Party AUM34.6%60.5%4.9%100.0%
    

 

 

 

GROUP PROPERTIES DIVISION

The Group Properties division comprised:

1.     seven directly owned commercial properties in Poland and Romania valued at £56.04 million (31 March 2024: £51.90 million); and

 

2.     interests in nine of the eleven funds managed by FPAM (classified as Associates and Investments) valued at £22.60 million (31 March 2024: £20.26 million).

This division made a profit of £3.16 million before tax and unallocated central overheads (year ended 31 March 2024: loss of £3.79 million). The main contribution (£3.21 million) was from the Group's Associates and Investments, in particular from the Group's 23% shareholding in FPL, which contributed £1.73 million. This division also benefitted from £422,000 in cash distributions from the Group's share in The UK Pension Property Portfolio ("UK PPP") and Fprop UK Special Opportunities LP ("Spec Opps").

1.    Directly owned Group Properties (all accounted for under the cost model):

The book value of the Group's seven directly owned properties was £46.76 million (31 March 2024: £45.76 million). Their market value, based on valuations at 31 March 2025, was £56.04 million (31 March 2024: £51.90 million).


    CountrySectorProperty/
    Fund Name    		No. of props 31 March 2025Book value 31 March 2025Market value 31 March 2025*Contribution to Group profit before tax
    31 March 2025    		*Contribution to Group
    profit before tax
    31 March 2024
    £m.£m.£m.£m.
    PolandOfficeBlue Tower124.3530.460.970.82
    PolandOfficeGdynia110.0410.04(0.21)(0.15)
    PolandSupermarketPraga12.063.140.080.10
    RomaniaOfficeDr Felix12.203.430.270.11
    PolandMulti use5PT38.118.970.420.33
    Total*746.7656.041.531.21
    Property impairment(0.24)(3.75)
    Reversal of provision in respect of rental guarantee-0.13
    Interest expense(0.69)(0.78)
    Other overhead costs allocated to the Group Property division(0.65)(0.71)
    Total contributions to PBT from Group Properties(0.05)(3.90)
    

 

* Prior to the deduction of direct overhead and unallocated central overhead expenses.

 

Blue Tower, an office building located in Warsaw (in which the Group's 80.3% shareholding totals 18,000 square metres) accounted for £30.46 million (54%) of the Group's seven directly owned properties at market value. The net equity invested in these seven properties totalled £31.67 million at market value, of which £20.34 million (64%) was invested in Blue Tower.

The debt secured against six of these seven properties at the year-end totalled £24.37 million (31 March 2024: £27.62 million), of which only £9.45 million was interest bearing. The remainder (£14.92 million) represented deferred consideration liabilities as follows:

·      €12 million (£10.04 million) in respect of the purchase in 2021 of a 13,000 square metres office block in Gdynia, Poland, for which payment was due in June 2024. After the financial year end the company which owns this property, Fprop Gdynia Sp. Zoo, was placed into administration following failure to agree restructuring terms with its principal creditor. This should have no material impact on the Group since the value of its investment in the property was matched to the value of the debt secured against it. The company operated on a breakeven basis so there should be no material impact on the Group's trading profits.   

·      PLN 24.40 million (£4.87 million) 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. A total of PLN 16.00 million (£3.20 million) of the original liability has been paid. The next instalment of £1.00 million is due in August 2025.

Interest costs on the Group's debt amounted to £0.69 million (2024: £0.78 million). This equates to an average borrowing cost of 2.8% per annum when expressed as a percentage of total outstanding Group debt of £24.37 million, or 7.3% per annum on the debt which is interest bearing.

 


    31 March 202531 March 2024
    £m.£m.
    Book value of directly owned properties46.7645.76
    Market value of directly owned properties56.0451.90
    Gross debt undiscounted (all non-recourse to the Group)24.3727.62
    LTV at book value52.12%60.36%
    LTV at market value43.49%53.22%
    Average borrowing cost2.8%2.8%
    

 

At 31 March 2025, the vacancy rate across all seven properties was 29.82%, as measured in terms of square metres. The vacancy rate across the six properties excluding the property in Gdynia was 9.72% and totalled 2,800 square metres. If the vacant space in these remaining six properties is fully let, the net operating income from the Group's directly owned properties should increase by some €0.50 million per annum (£0.42 million per annum).

The weighted average unexpired lease term ("WAULT") as at 31 March 2025 was 4 years, 10 months (2024: 4 years, 10 months) across the Group's seven directly held properties.

2.     Associates and Investments

 

These comprise 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.

The contribution to profit before tax and unallocated central overheads from the Group's Associates and Investments was £3.21 million (31 March 2024: £0.11 million), of which £1.73 million was from the Group's 23% share in FPL. The Group also benefitted from cash distributions of £422,000 (2024: £134,000) from its shareholdings in UK PPP and Spec Opps.

In 2024 the Group's share of post-tax profits earned by Fprop Opportunities plc ("FOP") was impacted by an impairment charge of £0.97 million. There was no impairment in 2025, allowing FOP's contribution to improve to £0.94 million (2024: (£0.14) million). The Group's investment in Fprop Krakow Ltd (FKR) suffered an impairment provision of £0.12 million (2024: £0.10 million).

At the year-end the associates and investments were valued at £22.61 million (31 March 2024: £20.26 million). An overview of the Group's Associates and Investments is set out in the table below:


    Fund% owned by
    First Property
    Group    		Book value of First Property's share in
    fund    		Current market value of holdingsGroup's share
    of post-tax profits earned by fund
    31 March 2025    		Group's share
    of post-tax profits earned by fund
    31 March 2024
    %£'000£'000£'000£'000
    a) Associates (all invested in Poland and Romania)
    FOP45.713,48213,482944(141)
    FGC29.13,2113,962242202
    FKR18.1962962(128)(64)
    FPL23.41,7331,7481,733(60)
    FCL21.2676781(2)41
    Sub Total20,06420,9352,789(22)
    b) Investments (all invested in the United Kingdom)
    UK PPP0.925255523
    FULCRUM1.3143143-5
    SPEC OPPS11.11,1581,15836783
    OFFICES1.6344344-23
    Sub Total1,6701,670422134
    

 


    Total21,73422,6053,211112
    

 

 

 

 

Commercial Property Markets Outlook

Poland:

GDP is expected to grow by around 3% in 2025 and again in 2026, similar to that of 2024. Interest rates were cut by 50bp in May to 5.25%, the first cut since November 2023, and are expected to be cut to 4.5% by the year end. Inflation is running at similar levels.

Turnover in Poland's commercial property market in 2024 was around €5 billion, roughly double that recorded in 2023, though some way below the average of €6 billion per annum recorded in previous years. The market is still suffering from a withdrawal of capital and a scarcity of banks willing to lend against property.

In general the occupational market is performing better than the investment market, though there exist pockets of oversupply, such as for offices in Krakow.

United Kingdom:

GDP forecasts for the UK have been lowered for 2025 to around 1%, similar to that achieved in 2024 (0.9%). The economic outlook remains highly uncertain. The base interest rate was cut in May by 0.25% to 4.25%, the second cut of the year (cut in February by 0.25%). The market anticipates further cuts to 3.75% by the end of the year. Inflation remains stubbornly high though at above 3% and above the Bank of England's target level of 2%.

 

All commercial property delivered a total return in 2024 of 7.7%, including from capital value growth of 1.8%. This was higher than in both 2022 and 2023. Rental values rose by 2.9% in 2024. Sentiment in the investment market is improving but the market remains bifurcated with large differences in value between well let modern properties which comply with target net zero legislation, and the rest.

 

Current Trading and Prospects

I am pleased to report a material turnaround in the fortunes of the Group.

 

We appear to be close to the bottom of the cycle, following what has been a severe downturn, especially for office properties.

 

The economic outlook remains uncertain and it remains a buyer's market. Even with this uncertain outlook we are seeing interesting deals, some of which we hope to secure.

 

We are treading cautiously but our fortunes have improved and we expect this to continue.

 

Ben Habib

Chief Executive

18 June 2025

 

GROUP FINANCE DIRECTOR'S REVIEW

The Group reported a profit before tax for the year to 31 March 2025 of £3.03 million (2024: loss before tax of £4.41 million). The profit was mainly attributable to an increase in the value of the Group's 23% share in Fprop Phoenix Ltd ("FPL") by £1.73 million and cost cutting measures resulting in total annualised savings of around £650,000.

 

A non-cash impairment of £0.24 million (2024: £3.75 million) was recognised in respect of the directly held Group property in Gdynia, Poland. Post year end, the Directors placed the wholly owned subsidiary which owns the property, Fprop Gdynia Sp. Zoo, into administration following failure to agree restructuring terms with its principal creditor. At the year end the value ascribed to this property matched the value of the debt secured against it. The company operated on a breakeven basis so there should be no material impact on the Group's trading profits. 

 

During the financial year the Group raised £2.96 million (before expenses) through an open offer of new Ordinary Shares to all qualifying shareholders. The proceeds were used to meet contractual deferred consideration payments of £1.97 million in respect of Blue Tower, an office building located in Warsaw, to fund capital expenditure incentives for tenants of £1.42 million as the Group continues to lease the remaining vacant space in its portfolio, and to strengthen the Group's balance sheet.

 

Group net assets excluding non-controlling interests at 31 March 2025 increased to £45.09 million (31 March 2024: £38.98 million).

 

Gross debt at the year-end was £24.37 million (31 March 2024: £27.62 million). The decrease was largely due to payments totalling £1.97million of deferred consideration in respect of Blue Tower, bank loan repayments of £0.83 million, and a favourable foreign exchange movement of £0.43 million. Of this gross debt, £14.92 million represented deferred consideration on which no interest is payable. Net debt decreased to £19.55 million (31 March 2024: £22.99 million).

 

GOING CONCERN

 

The Directors are of the view that the Group is a going concern and this is the basis under which these financial statements have been prepared.

  

Analysis and scenario testing was carried out on the Group's main divisional income streams, being fund management fees from the fund management division, rental income from its seven directly owned Group Properties, and cash returns from its Associates and Investments. Further details of this analysis is set out in the "Basis of Preparation" note below.

 

Based on the results of the analysis conducted, the Board believes that the Group has the ability to continue its business for at least twelve months from the date of approval of the financial statements and therefore has adopted the going concern basis in the preparation of this financial information.

 

INCOME STATEMENT

 

A review of the operating and financial performance of the two trading divisions are included in the Chief Executive's Statement.

 

Revenue and Gross Profit

 

Revenue for the year decreased by £0.30 million or 3.8% to £7.55 million (31 March 2024: £7.85 million) driven by a reduction in fund management fee income earned by the Group's managed funds.

 

Gross profit (revenue less the cost of sales) reduced by £0.15 million to £4.82 million (31 March 2024: £4.97 million).

 

Operating Expenses

 

Operating expenses decreased by £0.84 million or 16% to £4.32 million (31 March 2024: £5.16 million) mainly due to the Group initiating a cost saving program during the year which resulted in annualised cost savings of around £650,000.  

 

In addition, the non-cash charge recognised in respect of outstanding share options reduced to £0.29 million (31 March 2024: £0.64 million). See note 7 of the Notes to the Accounts for more information on the share-based payment scheme.

 

Operating expenses included costs of £142,000 in respect of the open offer.

 

Share of Results in Associates

 

The contribution to Group profit from its Associates amounted to £2.79 million (31 March 2024: loss of £0.02 million), of which the Group's 23% interest in a managed fund, FPL, contributed £1.73 million.

 

A fair value impairment of £0.44 million in respect of the Group's 45.7% shareholding in FOP, which was recognised in the first half of the financial year, was subsequently reversed by £0.52 million, due to a recovery in property values at the year end (2024: impairment of £0.97 million). An impairment of £0.12 million (2024: £0.10 million) has been charged in respect of the Group's 18.1% holding in FKR.

 

Investment Income (from other financial assets and investments)

 

Investment income from the Group's investments in the UK funds managed by FPAM increased by 223% to £0.42 million (31 March 2024: £0.13 million) largely driven by distributions received from UK PPP and Spec Opps, after the sale of seven properties by these funds during the year.  

Financing Costs

 

Finance costs decreased to £0.69 million (31 March 2024: £0.78 million). All bank loans are denominated in Euros and all are used to finance properties valued in Euros.

 

 

STATEMENT OF FINANCIAL POSITION  

 

Investment Properties (held using the cost model)

 

The Group adheres to the "cost model" of valuation whereby investment properties are accounted for at the lower of cost less accumulated depreciation and impairments, or at fair market value.

 

The Group owed £10.04 million (€12 million) of deferred consideration in respect of the Group's directly held property in Gdynia, which was due for payment in June 2024. After the financial year end, the company which owns this property, Fprop Gdynia Sp. Zoo, was placed into administration following failure to agree restructuring terms with its principal creditor. This should have no material impact on the Group since the value of its investment in the property was matched to the value of the debt secured against it. The company operated on a breakeven basis so there should be no material impact on the Group's trading profits.

 

At the year end the Group held seven properties directly, including the property in Gdynia. Their book value was £46.76 million (31 March 2024: £45.76 million). Their fair market value was £56.04 million (31 March 2024: £51.90 million).

 

Capital expenditure incurred on the Group's seven directly owned properties amounted to £1.42 million (31 March 2024: £1.67 million).

 

Foreign exchange revaluations resulted in a debit of £0.42 million (31 March 2024: debit £1.17 million).

 

Borrowings

 

Bank and other borrowings, including deferred consideration, decreased by £3.25 million to £24.37 million (31 March 2024: £27.62 million). The decrease was largely due to the payment of deferred consideration of £1.97 million in respect of Blue Tower, capital repayments of £0.83 million in respect of bank loans,  and a favourable foreign exchange movement of £0.43 million.

 

The Group's current financial liabilities increased to £16.19 million (31 March 2024: £13.08 million) due to the repayment date of the bank loan secured against Blue Tower reducing to less than one year. We are in the process of negotiating a loan extension. The two loans classified as current liabilities are:

 

1.     deferred consideration of £10.04 million (€12 million) in respect of the property in Gdynia, which was due for payment in June 2024 and which was not paid; and

 

2.     the bank loan of £4.61 million (€5.5 million) in respect of Blue Tower, which is due for repayment on 20 June 2025. The Group is currently in the process of finalising a loan extension with the lender.

 

Both debts are non-recourse to the Group.

 

The ratio of debt to gross assets at their market value (the gearing ratio) decreased to 31.50% (31 March 2024: 38.28%).

 

All bank loans are denominated in Euros and are non-recourse to the Group's assets.

 

Deposits of £0.31 million (31 March 2024: £0.32 million) are held by lending banks as security for Debt Service Cover Ratio (DSCR) covenants in respect of four bank loans (31 March 2024: four). Consequently this cash was restricted as at 31 March 2025.

 

Trade and Other Receivables

 

Trade and other receivables decreased by £0.21 million to £3.94 million (31 March 2024: £4.15 million).

Trade and Other Payables 

 

Trade and other payables decreased by £1.05 million to £2.74 million (31 March 2024: £3.79 million) due to payment of £1.11 million to OFFICES in respect of profit share previously paid on account and liable to clawback.

Non-controlling Interests

 

The value of the Group's two non-controlling interests increased by £0.28 million to £2.23 million (31 March 2024: £1.95 million). The two non-controlling interests are:

 

1.     10.00% of the share capital of Corp Sp. Zoo, the property management company to Blue Tower; and

 

2.     52.80% of the share capital of 5th Property Trading Ltd ("5PT"), a fund invested in three commercial properties in Poland.

 

 

Investment Revaluation Reserve

 

The investment revaluation reserve decreased by £0.26 million to a debit balance of £2.45 million (31 March 2024: £2.19 million). When the four UK fund management mandates to which they pertain expire, the Group will recycle this debit balance from the investment revaluation reserve to the profit and loss account during the financial year in which the funds are wound up. OFFICES (a fund which expired in June 2024) and UK PPP are both in the process of selling their assets and have respective debit balances of £1.08 million and £0.25 million to be released. The remaining reserve balance relates to the Group's investment in SPEC OPPS and FUCLRUM.

 

Foreign Exchange Translation Reserve

 

A strengthening of the Polish Zloty against Sterling to PLN 5.0056 GBP (31 March 2024: PLN 5.0375/ GBP) resulted in a reduction in the deficit in the foreign exchange translation reserve to £0.42 million (31 March 2024: £1.41 million).

 

Cash and Cash Equivalents

 

The Group's cash balance increased to £4.82 million (31 March 2024: £4.63 million).

 

The main inflows were: £2.96 million (before expenses) raised through an open offer of new Ordinary Shares to all qualifying shareholders, £0.70 million of capital repayments received from the Group's investment in UK Funds and £0.24 million of interest income.

 

The main outflows were: £1.97 million of deferred consideration in respect of Blue Tower, £1.42 million of  capital expenditure at Blue Tower, £1.11 million of contractual clawback liabilities in respect of the OFFICES fund, and £0.83 million of capital repayments in respect of the Group's bank loans.

 

Laura James

 

Group Finance Director

 

18 June 2025

 

CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2025

 


    NotesYear ended
    31 March 2025
    Unaudited
    Total results
    £'000    		Year ended
    31 March 2024
    Audited
    Total results
    £'000
    Revenue17,5527,851
    Cost of sales(2,728)(2,884)
    Gross profit4,8244,967
    Operating expenses(4,317)(5,156)
    Operating profit/(loss)507(189)
    Share of associates' profit after tax102,8271,050
    Share of associates' revaluation losses10(38)(1,072)
    Investment income422134
    Interest income3245194
    Interest expense3(695)(780)
    Loss from impairment of investment properties8(242)(3,746)
    Profit/(loss) before tax3,026(4,409)
    Tax charge4(684)29
    Profit/(loss) for the year2,342(4,380)
    Attributable to:
    Owners of the parent2,139(4,582)
    Non-controlling interests203202
    2,342(4,380)
    Earnings/(loss) per share:
    Basic61.65p(4.13p)
    Diluted61.64p(4.04p)
    

 

All operations are continuing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2025

 


    Year ended
    31 March 2025
    Total results    		Year ended
    31 March 2024 Total results
    £'000£'000
    Profit/(loss) for the year2,342(4,380)
    Other comprehensive income
    Items that may subsequently be reclassified to profit or loss
    Exchange differences on retranslation of foreign subsidiaries985946
    Net (loss) on financial assets at fair value through other comprehensive income(258)(1,465)
    Taxation--
    Total comprehensive income for the year3,069(4,899)
    Total comprehensive income for the year attributable to:
    Owners of the parent2,759(5,149)
    Non-controlling interests310250
    3,069(4,899)
    

 

All operations are continuing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF FINANCIAL POSITION

First Property Group plc

Registered No. 02967020

As at 31 March 2025


    Unaudited
    2025    		Audited
    2024
    NotesGroup
    £'000    		Group
    £'000
    Non-current assets
    Investment properties846,75945,756
    Right of use assets9-17
    Property, plant and equipment1540
    Investment in associates10a)20,06417,275
    Other financial assets at fair value through OCI10b)1,6702,623
    Goodwill11153153
    Deferred tax assets121,117992
    Total non-current assets69,77866,856
    Current assets
    Current tax assets170127
    Right of use assets9-51
    Trade and other receivables133,9394,145
    Cash and cash equivalents4,8244,628
    Total current assets8,9338,951
    Current liabilities
    Trade and other payables14(2,743)(3,788)
    Provisions(332)(125)
    Lease liabilities9-(52)
    Financial liabilities15(5,143)(832)
    Other financial liabilities16(11,042)(12,244)
    Current tax liabilities(22)(48)
    Total current liabilities(19,282)(17,089)
    Net current assets(10,349)(8,138)
    Total assets less current liabilities59,42958,718
    Non-current liabilities
    Financial liabilities15(4,307)(9,690)
    Other financial liabilities16(3,875)(4,851)
    Lease liabilities9-(17)
    Deferred tax liabilities12(3,930)(3,229)
    Net assets47,31740,931
    Equity
    Called up share capital1,5361,166
    Share premium8,2225,635
    Share-based payment reserve1,105815
    Foreign exchange translation reserve(422)(1,407)
    Purchase of own shares reserve(2,440)(2,440)
    Investment revaluation reserve(2,451)(2,193)
    Retained earnings39,54037,401
    Equity attributable to the owners of the parent45,09038,977
    Non-controlling interests2,2271,954
    Total equity47,31740,931
    Net assets per share630.50p35.15p
    

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2025

 


    GroupShare capitalShare premiumShare-based payment reserveForeign exchange translation reservePurchase of own sharesInvestment revaluation
    reserve    		Retained earningsNon-controlling interestsTotal
    £'000£'000£'000£'000£'000£'000£'000£'000£'000
    At 1 April
    2024    		1,1665,635815(1,407)(2,440)(2,193)37,4011,95440,931
    Profit for the year------2,342-2,342
    Net loss on financial assets at fair value through other comprehensive income-----(258)--(258)
    Exchange differences arising on translation of foreign subsidiaries---985---1071,092
    Change in the proportion held in non-controlling interests---------
    Total comprehensive income---985-(258)2,3421073,176
    Share issue3702,587------2,957
    Share Options charge--290-----290
    Non-controlling interests------(203)203-
    Dividends
    paid    		-------(37)(37)
    At 31 March 20251,5368,2221,105(422)(2,440)(2,451)39,5402,22747,317
    

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2024

 


    GroupShare capitalShare premiumShare-based payment reserveForeign exchange translation reservePurchase of own sharesInvestment revaluation
    reserve    		Retained earningsNon-controlling interestsTotal
    £'000£'000£'000£'000£'000£'000£'000£'000£'000
    At 1 April
    2023    		1,1665,635179(2,353)(2,440)(728)41,9832,03345,475
    Profit for the year------(4,380)-(4,380)
    Net loss on financial assets at fair value through other comprehensive income-----(1,465)--(1,465)
    Exchange differences arising on translation of foreign subsidiaries---946---48994
    Change in the proportion held in non-controlling interests-------(265)(265)
    Total comprehensive income---946-(1,465)(4,380)(217)(5,116)
    Share options charge--636-----636
    Non-controlling interests------(202)202-
    Dividends
    paid    		-------(64)(64)
    At 31 March 20241,1665,635815(1,407)(2,440)(2,193)37,4011,95440,931
    

 

Foreign Exchange Translation Reserve

 

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign Group companies. This reserve is non distributable.

 

Share Based Payment Reserve

 

The Group grants certain of its employees' rights to its equity instruments as part of its share-based payment incentive plans. The value of these rights has been charged to the Income Statement and has been credited to the share-based payment reserve (which is a distributable reserve).

 

Purchase of Own Ordinary Shares

 

The cost of the Company's Ordinary Shares purchased by the Company for treasury purposes is held in this reserve. The reserve is non distributable.

 

Investment Revaluation Reserve

 

The change in fair value of the Group's financial assets measured at fair value through Other Comprehensive Income is held in this reserve and is non distributable.

 

CASH FLOW STATEMENTS

for the year ended 31 March 2025

 


    20252024
    NotesGroup
    £'000    		Group
    £'000
    Cash flows from operating activities
    Operating profit/(loss)507(189)
    Adjustments for:
    Depreciation of property, plant & equipment2464
    Depreciation of investment property417350
    Share options charge290636
    Decrease in trade and other receivables217553
    (Decrease)/ increase in trade and other payables(506)(759)
    Other non-cash adjustments101(64)
    Cash generated from operations1,050591
    Taxes paid(194)(193)
    Net cash flow from/(used in) operating activities856398
    Cash flow (used in)/ from investing activities
    Capital expenditure on investment properties8(1,423)(1,670)
    Purchase of property, plant & equipment(15)(31)
    Cash paid on acquisition of new subsidiaries-(214)
    Proceeds from investments in funds10b)695456
    Proceeds from investments in associates10a)-291
    Interest received3244194
    Investment income422134
    Net cash flow (used in)/from investing activities(77)(840)
    Cash flow (used in)/ from financing activities
    Gross proceeds from open offer2,957-
    Repayment of bank loans(831)(1,814)
    Repayment of deferred consideration(1,970)-
    Interest paid3(694)(780)
    Dividends paid--
    Dividends paid to non-controlling interests(37)(64)
    Net cash flow (used in) financing activities(575)(2,658)
    Net increase/(decrease) in cash and cash equivalents204(3,100)
    Cash and cash equivalents at the beginning of the year4,6287,647
    Currency translation gains on cash and cash equivalents(8)81
    Cash and cash equivalents at the year end4,8244,628
    

 

 

Notes to the Accounts

 

Basis of Preparation

 

These preliminary financial statements have not been audited and are derived from the statutory accounts within the meaning of section 434 of the Companies Act 2006. They have been prepared in accordance with the Group's accounting policies that will be applied in the Group's annual financial statements for the year-ended 31 March 2025. The policies have been consistently applied to all years presented unless otherwise stated below. These accounting policies are drawn up in accordance with UK-adopted International Accounting Standards ('IFRS'). Whilst the financial information included in this preliminary statement has been prepared in accordance with IFRS, this announcement does not itself contain sufficient information to fully comply with IFRS. The comparative figures for the financial year ended 31 March 2024 are not the statutory accounts for the financial year but are derived from those accounts prepared under IFRS 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.

 

Going Concern

 

The Directors have carried out an analysis which supports their view that the Group is a going concern, and under which basis these financial statements have been prepared.

  

Analysis and scenario testing was carried out on the Group's main divisional income streams, being asset management fees from the fund management division, rental income from its seven directly owned Group Properties and cash returns from its associates and investments.

 

a)    Fund Management Fee Income

 

Fund management fee income is derived from the Group's UK funds (38%), four of which are limited partnerships whose limited partners are a mix of pension funds and registered charities. Fund management fees are invoiced monthly and are calculated based on a percentage of the latest valuation, which for the UK funds is performed quarterly.

 

Three of the UK funds (following the sale of final remaining properties) will commence the process of being wound up and as a result the Group's management anticipates fund management fees will reduce over the coming twelve months. The anticipated reduction in fund management fees has been included within the forecasts reviewed by the Board as part of the going concern assessment.

 

Fund management fees on the Group's Polish and Romanian managed funds are also levied as a percentage of funds under management, with reference to the most recent valuations. These funds are established under the ownership of a UK limited company which in turn owns the company domiciled in the country that owns the property. Each of these local companies has borrowings secured against the property and is therefore ring fenced from the Group.  

 

The longevity of this fund management fee income is determined by the fund's life which is fixed by agreement when each fund is first established. The weighted average unexpired fund management contract term is 3 years, 4 months.

 

At the financial year end, fund management fee income, excluding performance fees, was being earned at an annualised rate of £1.20 million (31 March 2024: £1.83 million).

 

b)    Rental Income from Group Properties

 

Six of the seven Group Properties are located in Poland, one in Romania. These properties consist of four office blocks, a mini-supermarket, one multi-let property and ground-floor retail property. All were independently valued on 31 March 2025 at £56.04 million (31 March 2024: £51.90 million).

 

The rental income has been reviewed when setting the forecast revenues and no significant falls in collection rates are expected. The tenants are of good quality, as proven by excellent historic cash collection rates. Any renegotiation of rental payment terms that have been agreed are reflected in the forecasting analysis.

 

On 12 August 2022 the Group acquired 7,171 square meters in Blue Tower, an office building located in Warsaw for PLN 40.40 million  (£7.20 million). The purchase resulted in the Group's interest in the building increasing from 48.20% to 80.30%. Some 5,159 square metres of the newly acquired space was vacant at purchase. At 31 March 2025, 2,400 square metres of the Group's interest in Blue Tower remains vacant, if this was leased in full the Group's net operating income would improve by some c€400,000 per annum.

 

Post year end, the Directors placed the wholly owned subsidiary, Fprop Gdynia Sp. Zoo, the company which owns the directly held property in Gdynia, into administration. This was following failure by the company to agree restructuring terms with its principal creditor. At the year end the value of the property held by the company matched the value of the debt secured against it. The company operated on a breakeven basis so there should be no impact on the Group's trading profits. 

 

c)     Income from Associates and Investments

 

Analysis was also conducted on the Group's investment in its five (31 March 2024: five) Associates. All bank loan covenants were reviewed and tested against future decreases in valuation and net operating income.

 

Dividend income from the Group's UK investments was also stress tested and found not to have a significant impact on revenue.

 

d)    Liquidity

 

The Group has two deferred consideration liabilities as follows:

 

·      €12 million (£10.04 million) in respect of the purchase in 2021 of a 13,000 square metres office block in Gdynia, Poland, for which payment was due in June 2024. After the financial year end the company which owns this property, Fprop Gdynia Sp. Zoo, was placed into administration following failure to agree restructuring terms with its principal creditor. This should have no material impact on the Group since the value of its investment in the property was matched to the value of the debt secured against it. The company operated on a breakeven basis so there should be no material impact on the Group's trading profits. The debt itself is non-interest bearing and non-recourse to the Group. 

·      PLN 24.40 million (£4.87 million) in respect of the purchase in 2022 of an additional 32% or 7,171 square metres in Blue Tower, an office building located in Warsaw. Payment is due in instalments until August 2028. A total of PLN 16.00 million (£3.20 million) of the original liability has been paid. The debt itself is non-interest bearing and non-recourse to the Group. The next instalment of £1.00 million is due in August 2025 and the Group intends to make this payment from retained cash.

 

The Group monitors overall debt requirements by reviewing current borrowing levels, debt maturity and interest rate exposure. The Group has one bank loan due for repayment on 20 June 2025 which totals £4.61 million. The Group is currently in the process of finalising a loan extension with the current lender. The Group does not have any other debt due for renewal in the next twelve months other than the deferred consideration referred to above.

 

A one percentage point increase in interest rates would increase the annual interest cost by £0.09 million per annum (31 March 2024: £0.11 million).

Deposits of £0.31 million (31 March 2024: £0.32 million) are held by lending banks as security for Debt Service Cover Ratio (DSCR) covenants in respect of four bank loans (31 March 2024: four). Consequently this cash was restricted as at 31 March 2025.

 

Going Concern Statement

 

As outlined above, the Board believes that the Group has the ability to continue its business for at least twelve months from the date of approval of the financial statements and therefore has adopted the going concern basis in the preparation of this financial information.

 

New Standards and Interpretations

 

We do not consider there to be any relevant new standards, amendments to standards or interpretations that are effective for the financial year beginning on 1 April 2024 which would have had a material impact on these financial statements.

 

The Group has not adopted any new IFRSs that are issued but not yet effective and it does not expect any of these changes to impact the Group.

 

These preliminary financial statements were approved by the Board of Directors on 18 June 2025.

 

1.             Revenue

 

Revenue from continuing operations consists of revenue arising in the United Kingdom 11% (31 March 2024: 19%), Poland 79% (31 March 2024: 72%) and Romania 10% (31 March 2024: 9%). All revenue relates solely to the Group's principal activities.

2.             Segment Reporting 2025

 


    Fund Management DivisionGroup Properties Division
    Property fund managementGroup propertiesAssociates and investmentsUnallocated central overheadsTotal
    £'000£'000£'000£'000£'000
    Rental income-3,578--3,578
    Service charge income-1,712--1,712
    Fund management fees2,262---2,262
    Performance related fee income-----
    Total revenue2,2625,290--7,552
    Depreciation and amortisation(15)(9)--(24)
    Operating profit1,040853-(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-38-207245
    Interest expense-(695)--(695)
    Profit/(loss) before tax1,040(46)3,211(1,179)3,026
    Analysed as:
    Underlying profit/(loss) before tax before adjusting for the following items:6332131,094(941)999
    Interest received on loan to associates---207207
    Fair value adjustment on associates--(38)-(38)
    Open offer costs---(142)(142)
    Property impairment-(242)--(242)
    One-off income generated from an associate91-1,733-1,824
    One-off distribution income from UK investments following property disposals--422-422
    Payment in lieu of Management Fees due to end of life300---300
    Share option charge---(290)(290)
    Realised foreign currency (losses)/gains16(17)-(13)(14)
    Total1,040(46)3,211(1,179)3,026
    Assets - Group99350,5901,6705,39458,647
    Share of net assets of associates--20,064-20,064
    Liabilities(49)(31,345)--(31,394)
    Net assets94419,24521,7345,39447,317
    Additions to non-current assets
    Property, plant and equipment-15--15
    Investment properties-1,423--1,423
    

Segment Reporting 2024


    Fund Management DivisionGroup Properties Division
    Property fund managementGroup propertiesAssociates and investmentsUnallocated central overheadsTotal
    £'000£'000£'000£'000£'000
    Rental income-3,078--3,078
    Service charge income-1,826--1,826
    Fund management fees2,947---2,947
    Performance related fee income-----
    Total revenue2,9474,904--7,851
    Depreciation and amortisation(38)(26)--(64)
    Operating profit824586-(1,599)(189)
    Share of results in associates--1,050-1,050
    Fair value adjustment on associates--(1,072)-(1,072)
    Property impairment-(3,746)--(3,746)
    Investment income--134-134
    Interest income-36-158194
    Interest expense-(780)--(780)
    Profit/(loss) before tax824(3,904)112(1,441)(4,409)
    Analysed as:
    Underlying profit/(loss) before tax before adjusting for the following items:350(87)1,184(1,031)416
    Interest received on loan to associates---158158
    Fair value adjustment on associates--(1,072)-(1,072)
    Property impairment-(3,746)--(3,746)
    Payment in lieu of Management Fees due to end of life411---411
    Interest provision-(102)--(102)
    Performance related fee income-----
    Reversal of provision in respect of rental guarantee-130--130
    Share option charge---(636)(636)
    Realised foreign currency (losses)/gains63(99)-6832
    Total824(3,904)112(1,441)(4,409)
    Assets - Group51549,8692,6235,52558,532
    Share of net assets of associates--17,275-17,275
    Liabilities(56)(34,820)--(34,876)
    Net assets45915,04919,8985,52540,931
    Additions to non-current assets
    Property, plant and equipment-31--31
    Investment properties-1,670--1,670
    

 

 

 

 

3.             Interest Income/(Expense)

 


    20252024
    Group
    £'000    		Group
    £'000
    Interest income - bank deposits10462
    Interest income - other140132
    Total interest income244194
    

 


    20252024
    Group
    £'000    		Group
    £'000
    Interest expense - property loans(617)(761)
    Interest expense - bank and other(77)(19)
    Total interest expense(694)(780)
    

 

 

4.             Tax Expense

 


    2025
    Group
    £'000    		2024
    Group
    £'000
    Analysis of tax charge for the year
    Current tax(127)(244)
    Deferred tax(557)273
    Total tax charge for the year(684)29
    

 

The tax charge includes current and deferred tax for continuing operations.

As in prior years, brought forward and current UK tax losses have not been recognised as a deferred tax asset due to insufficient foreseeable taxable income being earned in the UK.

 

5.             Called up Share Capital

 


    20252024
    Group
    £'000    		Group
    £'000
    Authorised
    240,000,000 (2024: 240,000,000) Ordinary Shares of 1 pence each2,4002,400
    Issued and fully paid
    153,561,892 (2024: 116,601,115) Ordinary Shares of 1 pence each of issued share capital, of which 5,718,783 Ordinary Shares (2024: 5,718,783) are held in treasury1,5361,166
    

 

 


    Ordinary
    Shares
    Number    		Treasury
    Shares
    Number    		Share
    Options
    Number
    1 April 2024110,882,3325,718,78312,560,000
    Purchase of shares into treasury---
    Exercise of share options---
    Issue of new Ordinary Shares36,960,777--
    Issue of share options---
    Lapse of share options---
    31 March 2025147,843,1095,718,78312,560,000
    

 

During the year the Group undertook an open offer to issue new Ordinary Shares open to all qualifying shareholders. Priced at 8 pence per open offer share. The open offer raised £2.96 million (before related expenses) and resulted in the issue of 36,960,777 new Ordinary Shares. The net proceeds from the open offer provided the Group with additional working capital to, inter alia, settle the deferred consideration payment due on the Blue Tower property and to complete its fit-out works following the signing of a new lease, as announced on 25 July 2024.

 

6.             Earnings/(Loss) /NAV per Share

 


    20252024
    Basic earnings/(loss) per share1.65p(4.13p)
    Diluted earnings/(loss) per share1.64p(4.04p)
    The following earnings/(losses) have been used to calculate both the basic and diluted earnings/(loss) per share:
    £'000£'000
    Basic earnings/(loss)2,139(4,582)
    Notional interest on share options assumed to be exercised316
    Diluted earnings/(loss) assuming full dilution2,142(4,566)
    

 

The following numbers of shares have been used to calculate the basic and diluted earnings/(loss) per share:


    2025
    Number    		2024
    Number
    Weighted average number of Ordinary shares in issue
    (used for basic earnings/(loss) per share calculation)    		130,020,926110,875,483
    Number of share options500,0002,110,000
    Total number of Ordinary shares used in the diluted earnings/ (loss) per share calculation130,520,926112,985,483
    

 

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'.

 


    20252024
    Net assets per share30.50p35.15p
    Adjusted net assets per share35.72p39.41p
    

 

 


    The following numbers have been used to calculate both the net assets and adjusted net assets per share:
    20252024
    £'000£'000
    For net assets per share
    Net assets excluding non-controlling interests45,09038,977
    Number of sharesNumberNumber
    Number of shares in issue at the year end147,843,109110,882,332
    Number of share options assumed to be exercised500,0002,110,000
    Total148,343,109112,992,332
    The adjusted net assets is a measure based on IFRS net assets to include the fair value of i) financial instruments, ii) debt and iii) deferred taxes. The metric adjusts for the dilutive impact of share options.
    £'000£'000
    For adjusted net assets per share
    Net assets excluding non-controlling interests45,09038,977
    Uplift of investment properties at fair value net of deferred tax6,9664,872
    Uplift of investments in associates and other financial investments to fair value872362
    Other items58323
    Total52,98644,534
    

 

Adjusted net assets per share are calculated using the fair value of all investments.

 

7.             Share Based Payments

 

The Company has one share-based payment arrangement scheme in place which is described below:

 


    Date of grant31 March 2023
    Number granted10,450,000
    Contractual life10 years to 31 March 2033
    Vesting conditionsThe 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 ten years and a risk-free interest rate of 4.25%.

 


    20252024
    Group
    £'000    		Group
    £'000
    Expenses arising from share based payments290636
    

 

 

8.             Investment Properties

 


    20252024
    Group
    £'000    		Group
    £'000
    Investment properties
    At 1 April45,75647,009
    Property impairment(242)(3,746)
    Capital expenditure1,4231,670
    Depreciation(417)(350)
    Foreign exchange translation2391,173
    At 31 March46,75945,756
    

 

At the year end the Group held seven properties.

 

Investment properties owned by the Group are stated at cost less depreciation and any accumulated impairment in value. The properties were valued at the Group's financial year end at €66.97 million (31 March 2024: €60.72 million), the Sterling equivalent at closing foreign exchange rates being £56.04 million (31 March 2024: £51.90 million).

 

The Group owes £10.04 million (€12 million) of deferred consideration in respect of the purchase in 2021 of a 13,000 square metres office block in Gdynia, Poland, for which payment was due in June 2024. In view of the non-payment of this liability and the uncertainty over its future, the Directors impaired the value of the property by £0.24 million (2024: £3.75 million) to match its value to the value of the €12 million liability. The property was independently valued at 31 March 2025 at €15.73 million with an enforced sales value of €12 million.  

 

After the financial year end the company which owns this property, Fprop Gdynia Sp. Zoo, was placed into administration following the failure to agree restructuring terms with its principal creditor. This should have no material impact on the Group since the value of its investment in the property is matched to the value of the debt secured against it. The company operated on a breakeven basis so there should be no material impact on the Group's trading profits. The debt itself is non-interest bearing and non-recourse to the Group. 

 

 

 

 

 

 

 

Amounts recognised in the income statement:

 


    20252024
    Group
    £'000    		Group
    £'000
    Rental income from operating leases3,5783,078
    

 

i.      Leasing arrangements where the group is a lessor:

 


    20252024
    Group
    £'000    		Group
    £'000
    Minimum lease receipts under non-cancellable operating leases to be received:
    Not later than one year3,4222,569
    Later than one year and not later than five years7,0847,043
    Later than five years3,7474,610
    14,25314,222
    

 

Investment properties comprise commercial properties leased to approximately 75 tenants. The leases vary but typically are for five years. The weighted average lease length was 4 years and 10 months (31 March 2024: 4 years and 10 months). No contingent rents are charged.

 

 

9.             Right of Use Assets and Lease Liabilities

 

This note provides information for leases where the Group is a lessee. For leases where the Group is a lessor, see note 8.

 

The amounts recognised in the financial statements in relation to the leases are as follows:

 

i.      Amounts recognised in the Balance Sheet:

 


    2025
    £'000    		2024
    £'000
    Right of use assets
    Current-51
    Non-current-17
    

 

 

 


    2025
    £'000    		2024
    £'000
    Lease Liabilities
    Current-52
    Non-current-17
    

 

 

ii.     Amounts recognised in the Income Statement:

 


    20252024
    £'000£'000
    Depreciation/ Rent charge of right-of use-assets
    Buildings68977
    68977
    

 


    20252024
    £'000£'000
    Interest expense
    Buildings681,059
    681,059
    

 

 

iii.    Summary of the Group's leasing activity:

 

The Group has reviewed the terms of its leases and has identified only one remaining lease, it being in respect of the Group's headquarters in the UK, located on 32 St. James's Street, London, SW1A 1HD. This lease is due to expire in July 2025. The Group is at an advanced stage in negotiations to extend this lease.

 

As at 31 March 2025 the Group recognised a lease liability under IFRS 16 of £nil (31 March 2024: £0.07 million) and a right of use asset of £nil (31 March 2024: £0.07 million). The net credit to the Income Statement was £488. Rental contracts are typically made for fixed periods of six months to four years but may have extension options.

 

10.          Investment in Associates and Other Financial Assets and Investments

 

The Group has the following investments:

 


    20252024
    Group
    £'000    		Group
    £'000
    a) Associates
    At 1 April17,27517,588
    Shareholder loan repayments-(291)
    Share of associates' profit after tax2,8271,050
    Share of associates' revaluation (losses)(38)(1,072)
    At 31 March20,06417,275
    

 

 

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:

 


    20252024
    Group
    £'000    		Group
    £'000
    Investment in associates
    FGC3,2112,968
    FKR9621,090
    FCL676678
    FPL1,733-
    FOP13,48212,539
    20,06417,275
    

 

If the Group had adopted the alternative "fair value" model for accounting for investment properties, the carrying value of the investments in the five associates would be £20.94 million (31 March 2024: five associates £17.64 million).

 

 


    20252024
    Group
    £'000    		Group
    £'000
    b) Other financial assets and investments
    At 1 April2,6234,544
    Additions--
    Disposals--
    Repayments(695)(456)
    Decrease in fair value during the year(258)(1,465)
    At 31 March1,6702,623
    

 

The Group holds four (31 March 2024: four) unlisted investments in funds managed by it. Each is designated at fair value through "Other Comprehensive Income" (OCI) as per IFRS 9. The Directors consider their fair value to be not 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.

 

11.          Goodwill

 


    20252024
    Group
    £'000    		Group
    £'000
    At 1 April153153
    At 31 March153153
    

 

The Directors have conducted an annual impairment test and concluded that no impairment was necessary because the estimated value in use was higher than the value stated.

 

12.          Deferred Tax

 

Deferred tax assets and liabilities are attributable to the following items:


    202520252025202420242024
    Group net assets £'000Group assets £'000Group liabilities £'000Group net assets £'000Group assets £'000Group liabilities £'000
    Accrued interest payable214214-182182-
    Accrued income(7)11(18)(14)-(14)
    Foreign bank loan(590)147(737)(539)153(692)
    Investment properties(2,431)446(2,877)(1,817)496(2,313)
    Other temporary differences1299(298)(49)161(210)
    At 31 March(2,813)1,117(3,930)(2,237)992(3,229)
    

 

13.          Trade and Other Receivables

 


    20252024
    Group
    £'000    		Group
    £'000
    Current assets
    Trade receivables1,3122,077
    Less provision for impairment of receivables(109)(220)
    Trade receivables (net)1,2031,857
    Other receivables1,9481,804
    Prepayments and accrued income788484
    At 31 March3,9394,145
    

 

 

14.          Trade and Other Payables

 


    20252024
    Group
    £'000    		Group
    £'000
    Current liabilities
    Trade payables1,8392,040
    Other taxation and social security178226
    Other payables and accruals6311,405
    Deferred income95117
    At 31 March2,7433,788
    

 

15.          Financial Liabilities

 


    2025
    Group
    £'000    		2024
    Group
    £'000
    Current liabilities
    Bank loans5,143832
    At 31 March5,143832
    Non-current liabilities
    Bank loans4,3079,690
    At 31 March4,3079,690
    

 


    2025
    Group
    £'000    		2024
    Group
    £'000
    Total obligations under bank loans
    Repayable within one year5,143832
    Repayable within one and five years3,2186,948
    Repayable after five years1,0892,742
    At 31 March9,45010,522
    

 

Four bank loans all denominated in Euros and totalling £9.45 million (31 March 2024, four bank loans:  £10.52 million), included within financial liabilities, are secured against investment properties owned by the Group. The reduction was largely due to capital repayments totalling £0.83 million and a favourable foreign exchange movement of £0.24 million.  

 

These bank loans are otherwise non-recourse to the Group's assets.

 

The interest rate profile of the Group's financial liabilities at 31 March 2025 and 31 March 2024 was as follows:

 


    Interest bearing
    £'000    		Non-
    interest
    bearing
    £'000    		Total
    £'000
    Bank loans9,450-9,450
    Other financial liabilities-14,91714,917
    At 31 March 20259,45014,91724,367
    Bank loans10,522-10,522
    Other financial liabilities-17,09517,095
    At 31 March 202410,52217,09527,617
    

 

A one percentage point increase in interest rates would increase the annual interest bill by £0.09 million per annum (2024: £0.11 million).

 

16.          Other Financial Liabilities

 


    2025
    Group
    £'000    		2024
    Group
    £'000
    Current liabilities11,04212,244
    Non-current liabilities3,8754,851
    

 


    2025
    Group
    £'000    		2024
    Group
    £'000
    Total obligations under Other Financial Liabilities
    Repayable within one year11,04212,244
    Repayable within one and five years3,8754,851
    Repayable after five years--
    At 31 March 202514,91717,095
    

 

 

Current liabilities include the balance of £10.04 million (€12 million) in respect of the purchase in 2021 of a 13,000 square metres office block in Gdynia, Poland, for which payment was due in June 2024. After the financial year end the company which owns this property, Fprop Gdynia Sp. Zoo, was placed into administration following the failure to agree restructuring terms with its principal creditor. This should have no material impact on the Group since the value of its investment in the property was matched to the value of the debt secured against it. The company operated on a breakeven basis so there should be no material impact on the Group's trading profits. The debt itself is non-interest bearing and non-recourse to the Group. 

 

During the year Sterling strengthened against the Euro by 2.15% which reduced the Group's liability in respect of the property by £0.21 million.

 

Other financial liabilities also includes £4.87 million (PLN 24.40 million) of deferred consideration for the Group's purchase in 2022 of an additional 32% or 7,141 square metres in Blue Tower, an office building located in Warsaw. Payment is due in instalments until August 2028. The debt itself is non-interest bearing and non-recourse to the Group. The next instalment of £1.00 million is due in August 2025 and the Group intends to make this payment from retained cash.

 

During the year to 31 March 2025 Sterling weakened against the Polish Zloty by 0.6% which increased the Group's liability in respect of Blue Tower by £0.04 million.

 

 

 

 

 

 

The preliminary results are being circulated to all shareholders and can be downloaded from the Company's web-site (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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