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 share	1.64p	(4.04p)	140.59%
Total dividend per share	-	-	-
Average €/£ exchange rate	1.1911	1.1606	-
Financial position at the year-end:
Investment properties at book value	£46.76m	£45.76m	2.19%
Investment properties at market value	£56.04m	£51.90m	7.98%
Associates and investments at book value	£21.73m	£19.90m	9.23%
Associates and investments at market value	£22.60m	£20.26m	11.55%
Cash balances	£4.82m	£4.63m	4.10%
Cash per share	3.26p***	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	£38.98m	15.67%
Net assets at market value	£52.99m	£44.53m	19.00%
Adjusted net assets per share (EPRA basis)***	35.72p	39.41p	-9.36%
Year-end €/£ rate	1.1949	1.1697	-

 

*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 plc	Tel: +44 (20) 7340 0270
Ben Habib (Chief Executive Officer) Laura James (Group Finance Director) Jeremy Barkes (Director, Business Development)	www.fprop.com [email protected]
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 2024	115.01	106.76	221.77	35
Property purchases	6.40	-	6.40	2
Property sales	(63.08)	-	(63.08)	(19)
Capital expenditure	0.19	0.37	0.56	-
Property revaluation	(1.75)	2.64	0.89	-
FX revaluation	-	(2.63)	(2.63)	-
As at 31 March 2025	56.77	107.14	163.91	18

 

 

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

 

Fund	Country of investment	Fund expiry		Assets under management at market value at 31 March 2025		No. of properties		% of total third-party assets under management		Assets under management at market value at 31 March 2024
			£m.						£m.
OFFICES	UK	Jun 2024		27.5		1		16.8		47.4
SIPS	UK	Jan 2025		3.5		1		2.1		33.8
FGC	Poland	Mar 2026		23.9		1		14.5		21.7
UK PPP	UK	Jan 2027		2.6		1		1.6		13.6
SPEC OPPS	UK	Jan 2027		9.5		3		5.8		12.7
FKR	Poland	Mar 2027		15.5		1		9.5		16.4
FCL	Romania	Jun 2028		8.0		1		4.9		8.3
FPL	Poland	Jun 2028		-		-		-		-
FOP	Poland	Oct 2030		59.8		5		36.4		60.3
FULCRUM	UK	Indefinite		13.7		4		8.4		7.6
Total Third-Party AUM				164.0		18		100.0		221.8

 

 

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

	UK	Poland	Romania	Total	% of Total
	£m.	£m.	£m.	£m.
Offices	50.22	36.08	8.04	94.34	57.5%
Retail warehousing	6.55	-	-	6.55	4.0%
Supermarkets	-	11.89	-	11.89	7.3%
Shopping centres	-	51.13	-	51.13	31.2%
Total	56.77	99.10	8.04	163.91	100.0%
% of Total Third-Party AUM	34.6%	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).

Country	Sector	Property/ Fund Name	No. of props 31 March 2025	Book value 31 March 2025	Market 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.
Poland	Office	Blue Tower	1	24.35	30.46	0.97	0.82
Poland	Office	Gdynia	1	10.04	10.04	(0.21)	(0.15)
Poland	Supermarket	Praga	1	2.06	3.14	0.08	0.10
Romania	Office	Dr Felix	1	2.20	3.43	0.27	0.11
Poland	Multi use	5PT	3	8.11	8.97	0.42	0.33
Total*			7	46.76	56.04	1.53	1.21
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 2025	31 March 2024
	£m.	£m.
Book value of directly owned properties	46.76	45.76
Market value of directly owned properties	56.04	51.90
Gross debt undiscounted (all non-recourse to the Group)	24.37	27.62
LTV at book value	52.12%	60.36%
LTV at market value	43.49%	53.22%
Average borrowing cost	2.8%	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 holdings	Group'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)
FOP	45.7	13,482	13,482	944	(141)
FGC	29.1	3,211	3,962	242	202
FKR	18.1	962	962	(128)	(64)
FPL	23.4	1,733	1,748	1,733	(60)
FCL	21.2	676	781	(2)	41
Sub Total		20,064	20,935	2,789	(22)
b) Investments (all invested in the United Kingdom)
UK PPP	0.9	25	25	55	23
FULCRUM	1.3	143	143	-	5
SPEC OPPS	11.1	1,158	1,158	367	83
OFFICES	1.6	344	344	-	23
Sub Total		1,670	1,670	422	134

 

Total

21,734

22,605

3,211

112

 

 

 

 

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

 

	Notes	Year ended 31 March 2025 Unaudited Total results £'000	Year ended 31 March 2024 Audited Total results  £'000
Revenue	1	7,552	7,851
Cost of sales		(2,728)	(2,884)
Gross profit		4,824	4,967
Operating expenses		(4,317)	(5,156)
Operating profit/(loss)		507	(189)
Share of associates' profit after tax	10	2,827	1,050
Share of associates' revaluation losses	10	(38)	(1,072)
Investment income		422	134
Interest income	3	245	194
Interest expense	3	(695)	(780)
Loss from impairment of investment properties	8	(242)	(3,746)
Profit/(loss) before tax		3,026	(4,409)
Tax charge	4	(684)	29
Profit/(loss) for the year		2,342	(4,380)
Attributable to:
Owners of the parent		2,139	(4,582)
Non-controlling interests		203	202
		2,342	(4,380)
Earnings/(loss) per share:
Basic	6	1.65p	(4.13p)
Diluted	6	1.64p	(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 year	2,342	(4,380)
Other comprehensive income Items that may subsequently be reclassified to profit or loss
Exchange differences on retranslation of foreign subsidiaries	985	946
Net (loss) on financial assets at fair value through other comprehensive income	(258)	(1,465)
Taxation	-	-
Total comprehensive income for the year	3,069	(4,899)
Total comprehensive income for the year attributable to:
Owners of the parent	2,759	(5,149)
Non-controlling interests	310	250
	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
	Notes		Group £'000	Group £'000
Non-current assets
Investment properties	8		46,759	45,756
Right of use assets	9		-	17
Property, plant and equipment			15	40
Investment in associates	10a)		20,064	17,275
Other financial assets at fair value through OCI	10b)		1,670	2,623
Goodwill	11		153	153
Deferred tax assets	12		1,117	992
Total non-current assets			69,778	66,856
Current assets
Current tax assets			170	127
Right of use assets	9		-	51
Trade and other receivables	13		3,939	4,145
Cash and cash equivalents			4,824	4,628
Total current assets			8,933	8,951
Current liabilities
Trade and other payables	14		(2,743)	(3,788)
Provisions			(332)	(125)
Lease liabilities	9		-	(52)
Financial liabilities	15		(5,143)	(832)
Other financial liabilities	16		(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 liabilities			59,429	58,718
Non-current liabilities
Financial liabilities	15		(4,307)	(9,690)
Other financial liabilities	16		(3,875)	(4,851)
Lease liabilities	9		-	(17)
Deferred tax liabilities	12		(3,930)	(3,229)
Net assets			47,317	40,931
Equity
Called up share capital			1,536	1,166
Share premium			8,222	5,635
Share-based payment reserve			1,105	815
Foreign exchange translation reserve			(422)	(1,407)
Purchase of own shares reserve			(2,440)	(2,440)
Investment revaluation reserve			(2,451)	(2,193)
Retained earnings			39,540	37,401
Equity attributable to the owners of the parent			45,090	38,977
Non-controlling interests			2,227	1,954
Total equity			47,317	40,931
Net assets per share	6		30.50p	35.15p

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2025

 

Group	Share capital	Share premium	Share-based payment reserve	Foreign exchange translation reserve	Purchase of own shares	Investment revaluation reserve	Retained earnings	Non-controlling interests	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 April 2024	1,166	5,635	815	(1,407)	(2,440)	(2,193)	37,401	1,954	40,931
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	-	-	-	107	1,092
Change in the proportion held in non-controlling interests	-	-	-	-	-	-	-	-	-
Total comprehensive income	-	-	-	985	-	(258)	2,342	107	3,176
Share issue	370	2,587	-	-	-	-	-	-	2,957
Share Options charge	-	-	290	-	-	-	-	-	290
Non-controlling interests	-	-	-	-	-	-	(203)	203	-
Dividends paid	-	-	-	-	-	-	-	(37)	(37)
At 31 March 2025	1,536	8,222	1,105	(422)	(2,440)	(2,451)	39,540	2,227	47,317

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2024

 

Group	Share capital	Share premium	Share-based payment reserve	Foreign exchange translation reserve	Purchase of own shares	Investment revaluation reserve	Retained earnings	Non-controlling interests	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 April 2023	1,166	5,635	179	(2,353)	(2,440)	(728)	41,983	2,033	45,475
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	-	-	-	48	994
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 2024	1,166	5,635	815	(1,407)	(2,440)	(2,193)	37,401	1,954	40,931

 

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

 

		2025	2024
	Notes	Group £'000	Group £'000
Cash flows from operating activities
Operating profit/(loss)		507	(189)
Adjustments for:
Depreciation of property, plant & equipment		24	64
Depreciation of investment property		417	350
Share options charge		290	636
Decrease in trade and other receivables		217	553
(Decrease)/ increase in trade and other payables		(506)	(759)
Other non-cash adjustments		101	(64)
Cash generated from operations		1,050	591
Taxes paid		(194)	(193)
Net cash flow from/(used in) operating activities		856	398
Cash flow (used in)/ from investing activities
Capital expenditure on investment properties	8	(1,423)	(1,670)
Purchase of property, plant & equipment		(15)	(31)
Cash paid on acquisition of new subsidiaries		-	(214)
Proceeds from investments in funds	10b)	695	456
Proceeds from investments in associates	10a)	-	291
Interest received	3	244	194
Investment income		422	134
Net cash flow (used in)/from investing activities		(77)	(840)
Cash flow (used in)/ from financing activities
Gross proceeds from open offer		2,957	-
Repayment of bank loans		(831)	(1,814)
Repayment of deferred consideration		(1,970)	-
Interest paid	3	(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 equivalents		204	(3,100)
Cash and cash equivalents at the beginning of the year		4,628	7,647
Currency translation gains on cash and cash equivalents		(8)	81
Cash and cash equivalents at the year end		4,824	4,628

 

 

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 Division	Group Properties Division
	Property fund management	Group properties	Associates and investments	Unallocated central overheads	Total
	£'000	£'000	£'000	£'000	£'000
Rental income	-	3,578	-	-	3,578
Service charge income	-	1,712	-	-	1,712
Fund management fees	2,262	-	-	-	2,262
Performance related fee income	-	-	-	-	-
Total revenue	2,262	5,290	-	-	7,552
Depreciation and amortisation	(15)	(9)	-	-	(24)
Operating profit	1,040	853	-	(1,386)	507
Share of results in associates	-	-	2,827	-	2,827
Fair value adjustment on associates	-	-	(38)	-	(38)
Property impairment	-	(242)	-	-	(242)
Investment income	-	-	422	-	422
Interest income	-	38	-	207	245
Interest expense	-	(695)	-	-	(695)
Profit/(loss) before tax	1,040	(46)	3,211	(1,179)	3,026
Analysed as:
Underlying profit/(loss) before tax before adjusting for the following items:	633	213	1,094	(941)	999
Interest received on loan to associates	-	-	-	207	207
Fair value adjustment on associates	-	-	(38)	-	(38)
Open offer costs	-	-	-	(142)	(142)
Property impairment	-	(242)	-	-	(242)
One-off income generated from an associate	91	-	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 life	300	-	-	-	300
Share option charge	-	-	-	(290)	(290)
Realised foreign currency (losses)/gains	16	(17)	-	(13)	(14)
Total	1,040	(46)	3,211	(1,179)	3,026
Assets - Group	993	50,590	1,670	5,394	58,647
Share of net assets of associates	-	-	20,064	-	20,064
Liabilities	(49)	(31,345)	-	-	(31,394)
Net assets	944	19,245	21,734	5,394	47,317
Additions to non-current assets
Property, plant and equipment	-	15	-	-	15
Investment properties	-	1,423	-	-	1,423

Segment Reporting 2024

	Fund Management Division	Group Properties Division
	Property fund management	Group properties	Associates and investments	Unallocated central overheads	Total
	£'000	£'000	£'000	£'000	£'000
Rental income	-	3,078	-	-	3,078
Service charge income	-	1,826	-	-	1,826
Fund management fees	2,947	-	-	-	2,947
Performance related fee income	-	-	-	-	-
Total revenue	2,947	4,904	-	-	7,851
Depreciation and amortisation	(38)	(26)	-	-	(64)
Operating profit	824	586	-	(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	-	158	194
Interest expense	-	(780)	-	-	(780)
Profit/(loss) before tax	824	(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	-	-	-	158	158
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 life	411	-	-	-	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)/gains	63	(99)	-	68	32
Total	824	(3,904)	112	(1,441)	(4,409)
Assets - Group	515	49,869	2,623	5,525	58,532
Share of net assets of associates	-	-	17,275	-	17,275
Liabilities	(56)	(34,820)	-	-	(34,876)
Net assets	459	15,049	19,898	5,525	40,931
Additions to non-current assets
Property, plant and equipment	-	31	-	-	31
Investment properties	-	1,670	-	-	1,670

 

 

 

 

3.             Interest Income/(Expense)

 

	2025	2024
	Group £'000	Group £'000
Interest income - bank deposits	104	62
Interest income - other	140	132
Total interest income	244	194

 

	2025	2024
	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

 

	2025	2024
	Group £'000	Group £'000
Authorised
240,000,000 (2024: 240,000,000) Ordinary Shares of 1 pence each	2,400	2,400
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 treasury	1,536	1,166

 

 

	Ordinary Shares Number	Treasury Shares Number	Share Options Number
1 April 2024	110,882,332	5,718,783	12,560,000
Purchase of shares into treasury	-	-	-
Exercise of share options	-	-	-
Issue of new Ordinary Shares	36,960,777	-	-
Issue of share options	-	-	-
Lapse of share options	-	-	-
31 March 2025	147,843,109	5,718,783	12,560,000

 

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

 

	2025	2024
Basic earnings/(loss) per share	1.65p	(4.13p)
Diluted earnings/(loss) per share	1.64p	(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 exercised	3	16
Diluted earnings/(loss) assuming full dilution	2,142	(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)	130,020,926	110,875,483
Number of share options	500,000	2,110,000
Total number of Ordinary shares used in the diluted earnings/ (loss) per share calculation	130,520,926	112,985,483

 

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'.

 

	2025	2024
Net assets per share	30.50p	35.15p
Adjusted net assets per share	35.72p	39.41p

 

 

The following numbers have been used to calculate both the net assets and adjusted net assets per share:
	2025	2024
	£'000	£'000
For net assets per share
Net assets excluding non-controlling interests	45,090	38,977
Number of shares	Number		Number
Number of shares in issue at the year end	147,843,109		110,882,332
Number of share options assumed to be exercised	500,000		2,110,000
Total	148,343,109		112,992,332
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 interests	45,090		38,977
Uplift of investment properties at fair value net of deferred tax	6,966		4,872
Uplift of investments in associates and other financial investments to fair value	872		362
Other items	58		323
Total	52,986		44,534

 

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 grant	31 March 2023
Number granted	10,450,000
Contractual life	10 years to 31 March 2033
Vesting conditions	The options vest as follows:   ·33.3% on the first anniversary of grant;   ·33.3% on the second anniversary of grant; and   · the remainder on the third anniversary of grant.

 

The estimated fair value of each share option granted has been calculated using the Black-Scholes pricing model. The model inputs were the share price at grant date and the exercise price based on the mid- market closing price on 30 March 2023 of 23.5 pence per Ordinary Share, expected volatility of 30%, a dividend yield of 1%, a contractual life of ten years and a risk-free interest rate of 4.25%.

 

	2025	2024
	Group £'000	Group £'000
Expenses arising from share based payments	290	636

 

 

8.             Investment Properties

 

	2025	2024
	Group £'000	Group £'000
Investment properties
At 1 April	45,756	47,009
Property impairment	(242)	(3,746)
Capital expenditure	1,423	1,670
Depreciation	(417)	(350)
Foreign exchange translation	239	1,173
At 31 March	46,759	45,756

 

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:

 

	2025	2024
	Group £'000	Group £'000
Rental income from operating leases	3,578	3,078

 

i.      Leasing arrangements where the group is a lessor:

 

	2025	2024
	Group £'000	Group £'000
Minimum lease receipts under non-cancellable operating leases to be received:
Not later than one year	3,422	2,569
Later than one year and not later than five years	7,084	7,043
Later than five years	3,747	4,610
	14,253	14,222

 

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:

 

	2025	2024
	£'000	£'000
Depreciation/ Rent charge of right-of use-assets
Buildings	68	977
	68	977

 

	2025	2024
	£'000	£'000
Interest expense
Buildings	68	1,059
	68	1,059

 

 

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:

 

	2025	2024
	Group £'000	Group £'000
a) Associates
At 1 April	17,275	17,588
Shareholder loan repayments	-	(291)
Share of associates' profit after tax	2,827	1,050
Share of associates' revaluation (losses)	(38)	(1,072)
At 31 March	20,064	17,275

 

 

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:

 

	2025	2024
	Group £'000	Group £'000
Investment in associates
FGC	3,211	2,968
FKR	962	1,090
FCL	676	678
FPL	1,733	-
FOP	13,482	12,539
	20,064	17,275

 

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).

 

 

	2025	2024
	Group £'000	Group £'000
b) Other financial assets and investments
At 1 April	2,623	4,544
Additions	-	-
Disposals	-	-
Repayments	(695)	(456)
Decrease in fair value during the year	(258)	(1,465)
At 31 March	1,670	2,623

 

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

 

	2025	2024
	Group £'000	Group £'000
At 1 April	153	153
At 31 March	153	153

 

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:

	2025	2025	2025	2024	2024	2024
	Group net assets £'000	Group assets £'000	Group liabilities £'000	Group net assets £'000	Group assets £'000	Group liabilities £'000
Accrued interest payable	214	214	-	182	182	-
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 differences	1	299	(298)	(49)	161	(210)
At 31 March	(2,813)	1,117	(3,930)	(2,237)	992	(3,229)

 

13.          Trade and Other Receivables

 

	2025	2024
	Group £'000	Group £'000
Current assets
Trade receivables	1,312	2,077
Less provision for impairment of receivables	(109)	(220)
Trade receivables (net)	1,203	1,857
Other receivables	1,948	1,804
Prepayments and accrued income	788	484
At 31 March	3,939	4,145

 

 

14.          Trade and Other Payables

 

	2025	2024
	Group £'000	Group £'000
Current liabilities
Trade payables	1,839	2,040
Other taxation and social security	178	226
Other payables and accruals	631	1,405
Deferred income	95	117
At 31 March	2,743	3,788

 

15.          Financial Liabilities

 

	2025 Group £'000	2024 Group £'000
Current liabilities
Bank loans	5,143	832
At 31 March	5,143	832
Non-current liabilities
Bank loans	4,307	9,690
At 31 March	4,307	9,690

 

	2025 Group £'000	2024 Group £'000
Total obligations under bank loans
Repayable within one year	5,143	832
Repayable within one and five years	3,218	6,948
Repayable after five years	1,089	2,742
At 31 March	9,450	10,522

 

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 loans	9,450	-	9,450
Other financial liabilities	-	14,917	14,917
At 31 March 2025	9,450	14,917	24,367
Bank loans	10,522	-	10,522
Other financial liabilities	-	17,095	17,095
At 31 March 2024	10,522	17,095	27,617

 

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 liabilities	11,042	12,244
Non-current liabilities	3,875	4,851

 

	2025 Group £'000	2024 Group £'000
Total obligations under Other Financial Liabilities
Repayable within one year	11,042	12,244
Repayable within one and five years	3,875	4,851
Repayable after five years	-	-
At 31 March 2025	14,917	17,095

 

 

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.