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REG - Palace Capital PLC - Unaudited preliminary annual results <Origin Href="QuoteRef">PCA.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSb4315Oa 

 Goodwill is tested annually for impairment and carried at cost less accumulated
impairment losses.  Impairment losses on goodwill are not reversed.  Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold. 
 
EVENTS AFTER THE BALANCE SHEET DATE 
 
Post year-end events that provide additional information about a company's position at the balance sheet date and are
adjusting events are reflected in the financial statements.  Post year-end events that are not adjusting events are
disclosed in the notes when material. 
 
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY 
 
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these estimates. Information about such judgements
and estimation is contained in the accounting policies or the notes to the accounts, and the key areas are summarised
below. 
 
Investment properties 
 
The key source of estimation uncertainty rests in the values of property assets, which significantly affects the value of
investment properties in the Statement of Financial Position. The investment property portfolio is carried at fair value,
which requires a number of judgements and estimates in assessing the qualities of the Group's assets relative to market
transactions.  The approach to this valuation and the amounts affected are set out in the accounting policies and note 12. 
 
The Group has valued the investment properties at fair value.  To the extent that any future valuation affects the fair
value of the investment properties, this will impact on the Group's results in the period in which this determination is
made. 
 
Deferred tax 
 
In determining the quantum of deferred tax assets to be recognised, judgement is required in excessing the extent to which
it is probable that future taxable profit will arise in the companies concerned.  Management use forecasts of future
taxable profits and make assumptions on growth rates for each entity in assessing the recoverability of assets recognized. 
 
1     SEGMENTAL REPORTING 
 
For the purpose of IFRS 8, the chief operating decision maker ("CODM") takes the form of the two executive Directors, the
Chairman and the Company Secretary (the Group's Executive Committee). The Group's Executive Committee are of the opinion
that the business of the Group is as follows. 
 
The principal activity of the Group was to invest in entities operating within the property sector. 
 
The internal financial reports received by the Group's Executive Committee contain financial information broken down into
three operating portfolios.  Therefore, for the purposes of IFRS 8, each property portfolio is considered to be a separate
operating segment in that its performance is monitored. 
 
All of the Group's properties are based in the UK. No geographical grouping is contained in any of the internal financial
reports provided to the Group's Executive Committee and, therefore, no geographical segmental analysis is required by IFRS
8. 
 
Operating segments 
 
The following tables present revenue, operating profit and net assets for the Group's segments for the periods ended 31
March 2015 and 31 March 2014. 
 
 Revenue - type                                 Year ended31 March 2015  14 monthsended31 March 2014  
                                                £                        £                            
                                                                                                      
 Rents received from investment properties      8,180,784                3,178,285                    
 Management fees                                455,874                  73,533                       
                                                                                                      
 Total Revenue                                  8,636,658                3,251,818                    
                                                                                                      
                                                                                                          
 
 
No single tenant accounts for more than 10% of the Groups total revenue. 
 
 Operating profit - operating segmentYear ended 31 March 2015    Sequel       PIH        Hockenhull  Head office  Total        
                                                                 £            £          £           £            £            
                                                                                                                               
 Rent and Service charge income                                  6,685,669    1,758,993  191,996     -            8,636,658    
 Property Operating expenses                                     (935,731)    (260,107)  (4,002)     -            (1,199,840)  
 Administration expenses                                         (261,047)    (193,521)  (18,147)    (965,976)    (1,438,691)  
 Profit on disposal of investment properties                     134,216      43,482     -           -            177,698      
 Gains on revaluation of investment property                     6,649,988    3,088,731  30,000      -            9,768,719    
 Costs of acquisition                                            -            -          -           (638,668)    (638,668)    
                                                                                                                               
 Total Operating profit                                          12,273,095   4,437,578  199,847     (1,604,644)  15,305,876   
 Other interest receivable                                       8,500        101        27          9,720        18,348       
 Finance costs                                                   (1,000,810)  (334,828)  (68,920)    (11,419)     (1,415,977)  
                                                                                                                               
 Profit/(loss) before tax                                        11,280,785   4,102,851  130,954     (1,606,343)  13,908,247   
 Tax (charge)/credit on profit                                   -            226,971    (20,412)    (100,000)    106,559      
                                                                                                                               
 Profit/(loss) after tax                                         11,280,785   4,329,822  110,542     (1,706,343)  14,014,806   
 
 
 Operating profit - operating segment14 month period ended 31 March 2014    Sequel      PIH  Hockenhull  Head office  Total       
                                                                            £           £    £           £            £           
                                                                                                                                  
 Rent and Service charge income                                             3,038,153   -    213,665     -            3,251,818   
 Property Operating expenses                                                (645,217)   -    (2,964)     -            (648,181)   
 Administration expenses                                                    (148,030)   -    (25,860)    (474,900)    (648,790)   
 Profit on disposal of investment properties                                786,616     -    -           -            786,616     
 Gains on revaluation of investment property                                19,285,531  -    215,000     -            19,500,531  
 Costs of acquisition                                                       -           -    -           (516,569)    (516,569)   
                                                                                                                                  
 Total Operating profit                                                     22,317,053  -    399,841     (991,469)    21,725,425  
 Other interest receivable                                                  355         -    53          20,111       20,519      
 Finance costs                                                              (470,954)   -    (83,566)    (38,680)     (593,200)   
                                                                                                                                  
 Profit/(loss) before tax                                                   21,846,454  -    316,328     (1,010,038)  21,152,744  
 Tax payable on profit                                                      -           -    (18,859)    100,000      81,141      
                                                                                                                                  
 Profit/(loss) after tax                                                    21,846,454  -    297,469     (910,038)    21,233,885  
                                                                                                                                  
 
 
 Net operating assets - operating segment31 March 2015    Sequel      PIH         Hockenhull  Head office  Total        
                                                          £           £           £           £            £            
 Assets                                                                                                                 
 Investment property                                      65,808,831  34,919,445  2,260,000   -            102,988,276  
 Goodwill                                                 -           -           5,910       -            5,910        
 Tangible fixed assets                                    -           34          -           51,367       51,401       
 Deferred tax                                             -           500,000     -           -            500,000      
 Trade and other receivables                              2,269,615   942,784     10,655      1,075,680    4,298,734    
 Cash at bank and in hand                                 6,996,188   203,111     18,524      5,060,714    12,278,537   
                                                                                                                        
 Total segmental assets                                   75,074,634  36,565,374  2,295,089   6,187,761    120,122,858  
                                                                                                                        
 Liabilities                                                                                                            
 Bank borrowings                                          19,424,310  15,194,194  1,187,997   -            35,806,501   
 Other current liabilities                                1,922,448   1,045,609   32,752      86,501       3,087,310    
 Obligations under finance leases                         1,213,533   -           -           -            1,213,533    
                                                                                                                        
 Total segmental liabilities                              22,560,291  16,239,803  1,220,749   86,501       40,107,344   
                                                                                                                        
                                                                                                                        
 Net assets                                               52,514,343  20,325,571  1,074,340   6,101,260    80,015,514   
                                                                                                                        
 
 
 Net operating assets - operating segment31 March 2014    Sequel      PIH  Hockenhull  Head office  Total       
                                                          £           £    £           £            £           
 Assets                                                                                                         
 Investment property                                      57,210,168  -    2,230,000   -            59,440,168  
 Goodwill                                                 -           -    5,910       -            5,910       
 Tangible fixed assets                                    -           -    -           205          205         
 Deferred tax                                             -           -    -           100,000      100,000     
 Trade and other receivables                              2,432,807   -    3,176       40,807       2,476,790   
 Cash at bank and in hand                                 3,938,379   -    52,755      1,132,203    5,123,337   
                                                                                                                
 Total segmental assets                                   63,581,354  -    2,291,841   1,273,215    67,146,410  
                                                                                                                
 Liabilities                                                                                                    
 Bank borrowings                                          17,093,560  -    1,199,959   -            18,293,519  
 Other loans                                              -           -    -           290,619      290,619     
 Other current liabilities                                2,867,796   -    24,158      79,469       2,971,424   
 Obligations under finance leases                         1,215,055   -    -           -            1,215,055   
                                                                                                                
 Total segmental liabilities                              21,176,411  -    1,224,117   370,088      22,770,616  
                                                                                                                
                                                                                                                
 Net assets                                               42,404,943  -    1,067,724   903,127      44,375,794  
                                                                                                                
 
 
2     Reconciliation of OPERATING PROFIT 
 
Reconciliation of operating profit to cash utilised in operations 
 
                                                        Year ended 31 March 2015  14 month period ended 31 March 2014  
                                                        £                         £                                    
                                                                                                                       
 Profit before taxation                                 13,908,247                21,152,744                           
 Finance income                                         (18,348)                  (20,519)                             
 Finance costs                                          1,415,977                 593,200                              
 Gains on revaluation of investment property portfolio  (9,768,719)               (19,500,531)                         
 Profit on disposal of investment properties            (177,698)                 (786,616)                            
 Depreciation                                           9,952                     242                                  
 Share based payments                                   113,817                   11,667                               
 Increase in receivables                                (281,091)                 (982,382)                            
 Increase/(decrease) in payables                        (813,995)                 829,567                              
                                                                                                                       
 Net cash utilised in operations                        4,388,142                 1,297,372                            
                                                                                                                       
                                                                                                                         
 
 
3     OTHER INTEREST RECEIVABLE AND SIMILAR INCOME 
 
                                                        Year ended 31 March 2015  14 month period ended 31 March 2014  
                                                        £                         £                                    
                                                                                                                       
 Profit recognised on acquisition of loan at below par  -                         20,111                               
 Bank interest received                                 18,348                    408                                  
                                                        18,348                    20,519                               
 
 
20,519 
 
4     Interest payable AND SIMILAR CHARGES 
 
                             Year ended 31 March 2015  14 month period ended 31 March 2014  
                             £                         £                                    
                                                                                            
 Interest on bank loans      1,284,219                 507,714                              
 Interest on other loans     11,419                    32,256                               
 Interest on finance leases  120,339                   46,806                               
 Preference share dividend   -                         6,424                                
                             1,415,977                 593,200                              
 
 
593,200 
 
4.1 
 
5     PROFIT FOR THE PERIOD 
 
a)  The Group's profit for the period is stated after charging the following: 
 
                                                                                                      Year ended 31 March 2015  14 month period ended 31 March 2014  
                                                                                                      £                         £                                    
 Depreciation of tangible fixed assets:                                                               9,952                     242                                  
                                                                                                                                                                     
 Auditor's remuneration:                                                                                                                                             
 Fees payable to the auditor for the audit of the Group's annual accounts                             27,500                    30,000                               
 Fees payable to the auditor for the audit of the subsidiary annual accounts                          10,000                    -                                    
 Fees payable to the auditor and its related entities for other services:Corporate advisory services  50,000                    35,098                               
 Tax services                                                                                         -                         3,000                                
                                                                                                      87,500                    68,098                               
 
 
68,098 
 
Amounts payable to BDO LLP (2014: Crowe Clark Whitehill) in respect of audit and non-audit services are disclosed in the
table above. 
 
b)  The Group's cost of sales comprise the following: 
 
                                   Year ended 31 March 2015  14 month period ended 31 March 2014  
                                   £                         £                                    
                                                                                                  
 Void property costs               613,604                   595,451                              
 Repairs and maintenance expenses  403,569                   52,730                               
 Legal and consultancy             45,568                    -                                    
 Service charge expenses           137,099                   -                                    
                                   1,199,840                 648,181                              
 
 
648,181 
 
c)  The Group's administrative expenses comprise the following: 
 
                                     Year ended 31 March 2015  14 month period ended 31 March 2014  
                                     £                         £                                    
                                                                                                    
 Staff costs                         508,227                   240,343                              
 Share based payments                113,817                   11,667                               
 Legal & Professional fees           176,576                   102,426                              
 Accounting and audit fees           86,057                    52,000                               
 Rent, Rates and other office costs  87,069                    -                                    
 Property management fees            163,363                   70,617                               
 Bad debt expense                    24,647                    303                                  
 PR and marketing costs              112,815                   35,157                               
 Other overheads                     156,168                   136,035                              
 Depreciation                        9,952                     242                                  
                                     1,438,691                 648,790                              
 
 
648,790 
 
6     EMPLOYEES AND DIRECTORS' REMUNERATION 
 
Staff costs during the period were as follows: 
 
                                Year ended 31 March 2015  14 month period ended 31 March 2014  
                                £                         £                                    
                                                                                               
 Non-Executive Directors' fees  67,500                    42,473                               
 Wages and salaries             368,415                   173,086                              
 Pensions                       23,699                                                         
 Social security costs          48,613                    24,784                               
 Share based payments           113,817                   11,667                               
                                622,044                   252,010                              
 
 
252,010 
 
The average number of employees of the company during the period was: 
 
                           Year ended 31 March 2015  14 month period ended 31 March 2014  
                           Number                    Number                               
                                                                                          
 Directors and management  6                         5                                    
 
 
5 
 
Key management are the Group's directors.  Remuneration in respect of key management was as follows: 
 
                                     Year Ended 31 March 2015  14 month period ended 31 March 2014  
                                     £                         £                                    
 Short-term employee benefits:                                                                      
 Emoluments for qualifying services  342,300                   188,780                              
 Social security costs               40,476                    22,192                               
 Share based payments                102,060                   9,625                                
                                     484,836                   220,597                              
 
 
220,597 
 
There are no retirement benefits accruing to any of the Directors. 
 
The amounts set out above include remuneration in respect of the highest paid director as follows: 
 
                                     Year 31 ended March 2015  14 month period ended 31 March 2014  
                                     £                         £                                    
 Short-term employee benefits:                                                                      
 Emoluments for qualifying services  193,967                   119,230                              
 Share based payments                68,040                    6,417                                
                                     262,007                   125,647                              
 
 
125,647 
 
7     TAXATION 
 
                            Year ended 31 March 2015  14 month period ended 31 March 2014  
                            £                         £                                    
                                                                                           
 Current income tax charge  20,412                    18,859                               
 Deferred tax               (126,971)                 (100,000)                            
 Tax credit                 (106,559)                 (81,141)                             
 
 
(81,141) 
 
                                                   Year ended 31 March 2015  14 month period ended 31 March 2014  
                                                   £                         £                                    
                                                                                                                  
 Profit on ordinary activities before tax          13,908,247                21,152,744                           
                                                                                                                  
 Based on profit for the period:                                                                                  
 Tax at 21.0% (2014: 23%)                          2,920,732                 4,865,131                            
                                                                                                                  
 Effect of:                                                                                                       
 Expenses not deductible for tax purposes          134,120                   142,518                              
 Capital losses and indexation used in the period  (2,090,323)               (4,666,044)                          
 Capital allowances in excess of depreciation      (252,760)                 (45,258)                             
 Other adjustments                                 40,285                    (5,372)                              
 Deferred tax not previously recognised            (126,971)                 (100,000)                            
 Trading losses used in the period                 (731,642)                 (272,116)                            
 Tax credit for the period                         (106,559)                 (81,141)                             
 
 
Deferred taxes at 31 March relates to the following: 
 
                                    2015     2014     
                                    £        £        
 Deferred tax assets                                  
 Losses available to carry forward  500,000  100,000  
 Deferred tax asset                 500,000  100,000  
 
 
100,000 
 
                                         2015     2014     
                                         £        £        
                                                           
 Deferred tax asset - brought forward    100,000  -        
 Deferred tax credit for the period      126,971  100,000  
 Deferred tax recognised on acquisition  273,029  -        
 Deferred tax asset - carried forward    500,000  100,000  
 
 
100,000 
 
At 31 March 2015, the Group had tax losses of £7,117,799 (2014: £1,225,952) available to carry forward to future periods. A
deferred tax asset of £500,000 (2014: £100,000) has been recognised as it is expected to be utilised in the foreseeable
future and a deferred tax asset of £923,560 (2014: £157,450) has not been recognised in the financial statements due to the
uncertainty as to whether it can be utilised against future profits. 
 
Capital allowances have been claimed on improvements to investments properties amounting to £8,676,012 (2014: £7,133,720).
A deferred tax liability amounting to £1,735,202 (2014: £1,327,337) has not been recognised in the financial statements as
it is expected that they will not reverse when the properties are disposed of. 
 
A deferred tax liability on the revaluation of investment properties to fair value has not been provided as once the
availability of capital losses, indexation allowances and the 1982 valuations for certain properties have been taken into
account it is anticipated that no capital gain tax would be payable if the properties were disposed of at their fair value.
As at 31 March 2015 the Group had approximately £6,900,000 (2014: £474,219) of capital losses to carry forward. 
 
8     EARNINGS PER SHARE 
 
Basic earnings per share 
 
Basic earnings per share has been calculated on profit after tax attributable to ordinary shareholders for the period (as
shown on the Consolidated Statement of Comprehensive Income) and the weighted average number of ordinary shares in issue
during the period (see below table). 
 
Diluted earnings per share 
 
Diluted earnings per share has been calculated on profit after tax attributable to ordinary shareholders for the period (as
shown on the Consolidated Income Statement) and the diluted weighted average number of ordinary shares in issue during the
period (see below table): 
 
                                                                        Year ended 31 March 2015  14 month period ended 31 March 2014  
                                                                        £                         £                                    
                                                                                                                                       
 Profit after tax attributable to ordinary shareholders for the period  14,014,806                21,233,885                           
 
 
21,233,885 
 
 Weighted average number of shares for basic earnings per share    17,010,762  4,920,006  
 Dilutive effect of share options                                  478,140     344,294    
 Weighted average number of shares for diluted earnings per share  17,488,902  5,264,300  
 EARNINGS PER ORDINARY SHARE;Basic                                 82.4p       431.6p     
 Diluted                                                           80.1p       403.4p     
 
 
Diluted 
 
80.1p 
 
403.4p 
 
Adjusted diluted earnings per share 
 
In order to give a truer reflection of the underlying profits of the Company the directors have decided to present an
adjusted earnings per share calculation excluding costs of acquisitions, revaluation gains and gains on property
disposals. 
 
                                                                        Year ended 31 March 2015  14 month period ended 31 March 2014  
                                                                        £                         £                                    
 Profit after tax attributable to ordinary shareholders for the period  14,014,806                21,233,885                           
 Costs of acquisition                                                   638,668                   516,569                              
 Gains on revaluation of investment property portfolio                  (9,768,719)               (19,500,531)                         
 Profit on disposal of investment properties                            (177,698)                 (786,616)                            
 Adjusted profit after tax for the period                               4,707,057                 1,463,307                            
 ADJUSTED EARNINGS PER ORDINARY SHARE;Basic                             27.7p                     29.7p                                
 Diluted                                                                26.9p                     27.8p                                
 
 
26.9p 
 
27.8p 
 
9     NET ASSETS PER SHARE 
 
                                          2015        2014        
                                          £           £           
                                                                  
 Net assets at the end of the period      80,015,514  44,375,794  
 Diluted net assets at end of the period  80,124,698  45,244,308  
 
 
80,124,698 
 
45,244,308 
 
 Number of ordinary issued shares issued at the end of the period   20,225,673  12,440,937  
 Number of ordinary issued shares for diluted net assets per share  20,674,427  13,252,688  
 NET ASSETS PER ORDINARY SHAREBasic                                 395.6p      356.7p      
 Diluted                                                            387.6p      341.4p      
 
 
Diluted 
 
387.6p 
 
341.4p 
 
The diluted net assets and the number of diluted ordinary issued shares at the end of the period assumes that all the
outstanding options at the period end are exercised at the option price. 
 
10    INTANGIBLE FIXED ASSETS 
 
                                               Goodwill  
                                               £         
 Cost                                                    
 At 1 February 2013 and 31 March 2014          5,910     
 On acquisitions (note 11)                     -         
 Carrying Value at 31 March 2015               5,910     
 
 
5,910 
 
11    BUSINESS COMBINATIONS 
 
Acquisition in year ended 31 March 2015. 
 
On 26 August 2014 the group acquired 100% of the share capital of Property Investment Holdings Limited (PIH) for a
consideration of £3,613,828.  The consideration was satisfied by issuing 1,103,459 ordinary 10p shares at a fair value
price of £3.275.  PIH is a property investment company which was acquired to expand the Group's property portfolio. 
 
                                 Carrying value at acquisition date  Adjustments  Fair value at acquisition date  
                                 £                                   £            £                               
                                                                                                                  
 Investment properties           29,385,000                          2,356,099    31,741,099                      
 Tangible fixed assets           73                                  -            73                              
 Deferred tax asset              -                                   273,029      273,029                         
 Receivables and prepayment      26,112                              278,901      305,013                         
 Cash at bank and in hand        268                                 -            268                             
 Payables and other creditors    (732,378)                           -            (732,378)                       
 Bank loans and overdraft        (27,973,276)                        -            (27,973,276)                    
 Deferred tax                    (401,342)                           401,342      -                               
                                                                                                                  
 Net assets                      304,457                             3,309,371    3,613,828                       
                                                                                                                  
                                                                                                                  
 Consideration                                                                    3,613,828                       
                                                                                                                  
 Goodwill on acquisition                                                          -                               
                                                                                                                  
                                                                                                                        
 
 
The acquired subsidiary contributed £4,102,851 to the profit before tax of the Group. If these acquisitions had occurred on
1 April 2014, Group revenue would have been an estimated £9.7m and Group profit before tax would have been an estimated
£14.4m. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of
acquisition would have been the same if the acquisition occurred on 1 April 2014. 
 
Capital allowances amounting to £1,744,967 have been claimed by PIH on improvements to investments properties.  A deferred
tax liability amounting to £348,993 has not been recognised in the fair value as it is expected that they will not reverse
when the properties are disposed of. 
 
Deferred tax asset amounting to £273,029 was recognised as a fair value adjustment at the acquisition date being
management's estimate, based on budgets and forecasts, of the future utilisation of tax losses of approximately £9m that
were available to carry forward following the refinancing of the bank loans of the PIH which took place at acquisition. 
The deferred tax asset was increased to £500,000 at 31 March 2015 as a result of the restructuring of PIH and the repayment
of £10m of intra group loans which has resulted in increasing the anticipated future annual profits of PIH. 
 
No deferred tax has been recognised on the adjustments to fair value as a result of the historical cost of the investment
properties exceeding their fair value. 
 
The fair value of the investment properties at acquisition was based on a valuation performed at the time of the
acquisition amounting to £32,020,000 obtained from DTZ Debenham Tie Leung Limited less a lease incentive balance which has
been included in prepayments amounting to £278,901. 
 
A fair value adjustment to prepayments amounting to £278,901 was made to bring the revenue recognition policy of PIH into
line with that of the Group so that the rental income from investment properties leased out under operating leases is
recognised in the Income Statement on a straight-line basis over the term of the lease. 
 
Acquisition related costs 
 
The Group incurred acquisition related costs of £638,668 related to professional fees paid for due diligence, general
professional fees and legal related costs. These costs have been included in non-underlying administrative expenses in the
Group's consolidated income statement. 
 
Acquisition in 14 month period ended 31 March 2014. 
 
On 21 October 2013 the Group acquired 100% of the share capital of Quintain (Signal) Member A Limited (Sequel) and its
subsidiary undertakings for a consideration of £1 from Quintain Estates and Development PLC.  Quintain Estates and
Development PLC waived sufficient intercompany debt to bring the net asset value of the company to £1 at the date of
acquisition. 
 
On the same day the Group also acquired from Buckingham Properties Trading Limited, a 1.5% share of Signal Property LLP
which was not already owned by Quintain (Signal) Member A Limited together with a loan owing from Signal Property
Investments LLP, a subsidiary undertaking of Quintain (Signal) Member A Limited, amounting to £220,111 for a consideration
of £200,000. 
 
In a separate transaction, Buckingham Properties Trading Limited used these proceeds to subscribe for 100,000 Ordinary 10p
shares in the Group at a price of £2.00 per share and Quintain Estates and Development PLC subscribed for 275,000 Ordinary
10p shares in the Group at a price of £2.00 per share. 
 
Sequel is a property investment company which was acquired to expand the Group's property portfolio in the UK secondary
property market outside London. 
 
                                 Carrying value at acquisition date  Adjustments  Fair value at acquisition date  
                                                                                                                  
 Investment properties           38,450,000                          1,220,168    39,670,168                      
 Receivables and prepayment      1,475,320                           197,462      1,672,782                       
 Cash at bank and in hand        -                                   -            -                               
 Payables and other creditors    (1,678,083)                         -            (1,678,083)                     
 Other loans                     (478,715)                           -            (478,715)                       
 Finance leases                  -                                   (1,215,763)  (1,215,763)                     
 Bank loans                      (37,815,390)                        (154,998)    (37,970,388)                    
                                                                                                                  
 Net assets                      (46,868)                            46,869       1                               
                                                                                                                  
                                                                                                                  
 Consideration                                                                    1                               
 Goodwill on acquisition                                                          -                               
                                                                                                                  
                                                                                                                  
                                                                                                                        
 
 
No deferred tax has been recognised on the adjustments to fair value as a result of the historical cost of the investment
properties exceeding their fair value. 
 
Acquisition related costs 
 
The Group incurred acquisition related costs of £516,569 related to professional fees paid for due diligence, general
professional fees and legal related costs.  These costs have been included in non-underlying administrative expenses in the
Group's consolidated income statement. 
 
The group issued 248,715 warrants to its Nominated Advisors and Brokers to subscribe for shares at a price of 200p per
share.  The directors have valued these warrants at £50,000. 
 
12    Investment Properties 
 
                                                                  Freehold Investment properties  Leasehold Investment properties  Total  
                                                                  £                               £                                £      
                                                                                                                                          
 At 1 February 2013                                  2,015,000    -                               2,015,000                        
 Arising on acquisition of subsidiary undertaking    27,295,547   12,374,621                      39,670,168                       
 Additions                                           750,000      -                               750,000                          
 Gains on revaluation of investment property         14,054,984   5,445,547                       19,500,531                       
 Disposals                                           (2,495,531)  -                               (2,495,531)                      
 At 1 April 2014                                     41,620,000   17,820,168                      59,440,168                       
 Arising on acquisition of subsidiary undertaking    31,741,099   -                               31,741,099                       
 Additions                                           2,801,540    11,200                          2,812,740                        
 Gains on revaluation of investment properties       9,179,699    589,020                         9,768,719                        
 Disposals                                           (774,450)    -                               (774,450)                        
 At 31 March 2015                                    84,567,888   18,420,388                      102,988,276                      
 
 
18,420,388 
 
102,988,276 
 
Investment properties are stated at fair value as determined by the Directors.  The fair value of the Group's property
portfolio is based upon external valuations and is inherently subjective. The fair value represents the amount at which the
assets could be exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an arms-length
transaction at the date of valuation, in accordance with International Financial Reporting Standard 13.  The fair value of
each of the properties has been assessed by the directors. In determining the fair value of investment properties, the
directors make use of historical and current market data as well as existing lease agreements 
 
As a result of the level of judgement used in arriving at the market valuations, the amounts which may ultimately be
realised in respect of any giving property may differ from the valuations shown in the statement of financial position. 
 
A reconciliation of the valuations carried out by the external valuers to the carrying values shown in the balance sheet
was as follows: 
 
                                                                                                                                  2015         2014        
                                                                                                                                  £            £           
                                                                                                                                                           
 Scanlans Consultant Surveyors LLP                                                                                                2,260,000    2,230,000   
 Cushman & Wakefield LLP                                                                                                          65,215,000   55,990,000  
 DTZ Debenham Tie Leung Limited                                                                                                   35,280,000   -           
 Fair value                                                                                                                       102,755,000  58,220,000  
                                                                                                                                               
 Adjustment in respect of minimum payment under head leases separately included as a liability in the balance sheet    1,220,168  1,220,168    
 Less lease incentive balance included in prepayments                                                                  (986,892)  -            
 Carrying value                                                                                                                   102,988,276  59,440,168  
 
 
102,988,276 
 
59,440,168 
 
Investment properties with a carrying value of £101,768,108 (2014: £58,220,000) are subject to a first charge to secure the
Group's bank loans amounting to £36,205,461 (2014: £18,532,319). 
 
The historical cost of the Group's investment properties, at the cost the properties were acquired by the relevant
subsidiary undertaking, as at 31 March 2015 was £98,251,403 (2014: £60,015,591). 
 
The valuations of all investment property held by the group is classified as Level 3 as they are based on unobservable
inputs.  There have been no transfers between levels of the fair value hierarchy during the year. 
 
Valuation process 
 
The valuation reports produced by the external valuers are based on information provided by the group such as current
rents, terms and conditions of lease agreements, service charges and capital expenditure. This information is derived from
the group's financial and property management systems and is subject to the group's overall control environment. In
addition, the valuation reports are based on assumptions and valuation models used by the valuers. The assumptions are
typically market related, such as yields and discount rates, and are based on their professional judgment and market
observations.  Each property is considered a separate asset, based on its unique nature, characteristics and the risks of
the property. 
 
The executive director responsible for the valuation process, verifies all major inputs to the external valuation reports,
assesses the individual property valuation changes from the prior year valuation report and holds discussions with the
external valuers.  When this process is complete, the valuation report is recommended to the Audit Committee, which
considers it as part of its overall responsibilities. 
 
The key assumptions made in the valuation of the group's investment properties are: 
 
-  the amount and timing of future income streams; 
 
-  anticipated maintenance costs and other landlord's liabilities; and 
 
-  an appropriate yield. 
 
Valuation technique 
 
The valuations reflect the tenancy data supplied by the group along with associated revenue costs and capital expenditure.
The fair value of the commercial investment portfolio has been derived from capitalising the future estimated net income
receipts at capitalisation rates reflected by recent arm's length sales transactions. 
 
 31 March 2015                                     Significant unobservable inputs  
                                                   Sequel                           PIH             Hockenhull      
 Value of investment properties                    £65,215,000                      £35,280,000     £2,260,000      
 Area (sq ft)                                      1,095,327                        301,392         22,820          
 Gross Estimated Rental Value                      £6,703,332                       £2,740,900      £195,653        
 Net Initial YieldMinimumMaximumWeighted average   13.5%-6.4%7.6%                   3.2%10.8% 6.5%  7.5%10.0% 8.5%  
 Reversionary YieldMinimumMaximumWeighted average  6.0% 16.3%6.4%                   5.9%9.6% 7.0%   7.5%10.0% 8.5%  
 Equivalent YieldMinimumMaximumWeighted average    0.9% 13.5%9.0%                   6.0%9.0% 7.2%   7.5%10.0% 8.5%  
 
 
 31 March 2014                                     Significant unobservable inputs  
                                                   Sequel                           Hockenhull      
 Value of investment properties                    £55,990,000                      £2,230,000      
 Area (sq ft)                                      1,097,920                        22,820          
 Gross Estimated Rental Value                      £6,620,000                       £190,000        
 Net Initial YieldMinimumMaximumWeighted average   18.3%-5.4%9.4%                   7.5%10.0% 8.5%  
 Reversionary YieldMinimumMaximumWeighted average  6.5% 20.2%7.3%                   7.5%10.0% 8.5%  
 Equivalent YieldMinimumMaximumWeighted average    1.2% 15.6%10.1%                  7.5%10.0% 8.5%  
                                                                                                      
 
 
Sensitivity of measurement to variations in the significant unobservable inputs 
 
 Unobservable input            Impact on fair value measurement of significant increase in input  Impact on fair value measurement of significant decrease in input  
 Gross Estimated Rental Value  Increase                                                           Decrease                                                           
 Net Initial Yield.            Decrease                                                           Increase                                                           
 Reversionary Yield            Decrease                                                           Increase                                                           
 Equivalent Yield              Decrease                                                           Increase                                                           
 
 
The relationship between the unobservable inputs and their impact on the fair value measurement is not certain. Changes to
the tenancies and/or income profile of an investment asset may also impact the fair value outside one or more of the above
inter-relationships according to individual circumstances. 
 
Reconciliation of fair value of investment properties: 
 
                                     Year ended 31 March 2015 £    14 month period ended 31 March 2014          £  
 Opening balance                     59,440,168                    2,015,000                                       
 Acquisitions at fair value          31,741,099                    39,670,168                                      
 Other purchases                     2,812,740                     750,000                                         
 Disposal of properties              (774,450)                     (2,495,531)                                     
 Gains recognised in profit or loss  9,768,719                     19,500,531                                      
 Closing balance                     102,988,276                   59,440,168                                      
 
 
In addition to the gain on revaluation of investment properties included in the table above, realised gains of £177,698
(2014: £786,616) relating to investment properties disposed of during the year were recognised in profit or loss. 
 
13    TANGIBLE FIXED ASSETS 
 
                                          IT and fixtures and fittings    
                                          £                               
 At 1 February 2013                       670                             
 Additions                                -                               
 At 1 April 2014                          670                             
                                                                          
 Assets acquired                          73                              
 Additions                                61,075                          
 At 31 March 2015                         61,818                          
 Depreciation                                                             
 At 1 February 2013                       223                             
 Provided during the period               242                             
 At 1 February 2014                       465                           
                                                                          
 Provided during the year                 9,952                           
 At 31 March 2015                         10,417                          
                                                                          
                                                                          
 Net book value at 31 March 2015          51,401                          
 Net book value at 31 March 2014          205                             
                                                                            
 
 
14    TRADE AND OTHER RECEIVABLES 
 
                                                                    2015       2014       
                                                                    £          £          
 Current                                                                                  
 Trade receivables                                                  1,938,281  1,499,278  
 Less: allowance for doubtful trade receivables                     (90,178)   (88,946)   
 Other taxes                                                        5,150      36,925     
 Deposit on purchase of investment property (note 26)    1,000,000  -          
 Other debtors                                                      26,880     71,806     
 Accrued income                                                     62,815     135,126    
 Prepayments                                                        431,709    282,606    
                                                                    3,374,657  1,936,795  
 
 
1,936,795 
 
                     2015     2014     
                     £        £        
 Non-Current                           
 Accrued income      924,077  539,995  
                     924,077  539,995  
 
 
539,995 
 
Accrued income relates to rents recognised in advance as a result of spreading the effect of rent free and reduced rent
periods, capital contributions in lieu of rent free periods and contracted rent uplifts over the expected terms of their
respective leases.  Together with £62,815 (2014: £135,126), which was included as current assets within trade and other
receivables, these amounts totalled £986,892 at 31 March 2015 (2014: £675,121). 
 
Movements in the provision for impairment of trade receivables were as follows: 
 
                             2015      2014      
                             £         £         
 Brought forward             88,946    -         
 Arising on acquisition      10,000    107,443   
 Utilised in the period      (33,415)  (49,362)  
 Provisions increased        24,647    30,865    
                             90,178    88,946    
 
 
88,946 
 
As at 31 March, the analysis of trade receivables that were past due but not impaired is as follows: 
 
                         2015       2014       
                         £          £          
 0-30 days               1,599,224  1,265,874  
 31-60 days              (33,981)   346        
 61-90 days              52,265     12,604     
 91 - 120 days           203,763    42,706     
 More than 120 days      26,832     88,802     
                         1,848,103  1,410,332  
 
 
1,410,332 
 
15    CASH AND CASH EQUIVALENTS 
 
All of the Group's cash and cash equivalents at 31 March 2015 and 31 March 2014 are in sterling and held at floating
interest rates. 
 
                            2015        2014       
                            £           £          
                                                   
 Cash and cash equivalents  12,278,537  5,123,337  
 
 
5,123,337 
 
The Directors consider that the carrying amount of cash and cash equivalents approximates to 

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