213800ZQHNATYCTNN5922021-11-012022-10-31213800ZQHNATYCTNN5922022-11-012023-10-31213800ZQHNATYCTNN5922023-10-31213800ZQHNATYCTNN5922022-10-31213800ZQHNATYCTNN5922021-10-31ifrs-full:IssuedCapitalMember213800ZQHNATYCTNN5922021-10-31ifrs-full:RevaluationSurplusMember213800ZQHNATYCTNN5922021-10-31ext:OtherReservesExcludingRevaluationSurplusMember213800ZQHNATYCTNN5922021-10-31ifrs-full:RetainedEarningsMember213800ZQHNATYCTNN5922021-10-31ifrs-full:EquityAttributableToOwnersOfParentMember213800ZQHNATYCTNN5922021-10-31ifrs-full:NoncontrollingInterestsMember213800ZQHNATYCTNN5922021-10-31213800ZQHNATYCTNN5922021-11-012022-10-31ifrs-full:IssuedCapitalMember213800ZQHNATYCTNN5922021-11-012022-10-31ifrs-full:RevaluationSurplusMember213800ZQHNATYCTNN5922021-11-012022-10-31ext:OtherReservesExcludingRevaluationSurplusMember213800ZQHNATYCTNN5922021-11-012022-10-31ifrs-full:RetainedEarningsMember213800ZQHNATYCTNN5922021-11-012022-10-31ifrs-full:EquityAttributableToOwnersOfParentMember213800ZQHNATYCTNN5922021-11-012022-10-31ifrs-full:NoncontrollingInterestsMember213800ZQHNATYCTNN5922022-10-31ifrs-full:IssuedCapitalMember213800ZQHNATYCTNN5922022-10-31ifrs-full:RevaluationSurplusMember213800ZQHNATYCTNN5922022-10-31ext:OtherReservesExcludingRevaluationSurplusMember213800ZQHNATYCTNN5922022-10-31ifrs-full:RetainedEarningsMember213800ZQHNATYCTNN5922022-10-31ifrs-full:EquityAttributableToOwnersOfParentMember213800ZQHNATYCTNN5922022-10-31ifrs-full:NoncontrollingInterestsMember213800ZQHNATYCTNN5922022-11-012023-10-31ifrs-full:IssuedCapitalMember213800ZQHNATYCTNN5922022-11-012023-10-31ifrs-full:RevaluationSurplusMember213800ZQHNATYCTNN5922022-11-012023-10-31ext:OtherReservesExcludingRevaluationSurplusMember213800ZQHNATYCTNN5922022-11-012023-10-31ifrs-full:RetainedEarningsMember213800ZQHNATYCTNN5922022-11-012023-10-31ifrs-full:EquityAttributableToOwnersOfParentMember213800ZQHNATYCTNN5922022-11-012023-10-31ifrs-full:NoncontrollingInterestsMember213800ZQHNATYCTNN5922023-10-31ifrs-full:IssuedCapitalMember213800ZQHNATYCTNN5922023-10-31ifrs-full:RevaluationSurplusMember213800ZQHNATYCTNN5922023-10-31ext:OtherReservesExcludingRevaluationSurplusMember213800ZQHNATYCTNN5922023-10-31ifrs-full:RetainedEarningsMember213800ZQHNATYCTNN5922023-10-31ifrs-full:EquityAttributableToOwnersOfParentMember213800ZQHNATYCTNN5922023-10-31ifrs-full:NoncontrollingInterestsMemberiso4217:EURxbrli:sharesiso4217:EUR
        Registration number C 12271
                                                                                                                                                                   
AX GROUP P.L.C.
Annual Report and Consolidated and Separate
Financial Statements
For the year-ended 31 October 2023
 
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
Contents
Page
Directors, Officers and Other Information
1
Directors’ Report
2 – 21
Statement of Directors’ Responsibilities
22
Corporate Governance – Statement of Compliance
23 – 25
Statements of Profit or Loss and Other Comprehensive Income
26
Statements of Financial Position
27 – 28
Statements of Changes in Equity
29 – 30
Statements of Cash Flows
31
Notes to the Financial Statements
32 – 85
Independent Auditor’s Report
86 – 95
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
1
Directors, Officers and Other Information
Registration:
AX Group p.l.c. was registered in Malta as a public Limited Liability Company under the Companies Act, Cap. 386 of the Laws of Malta on 18 January 1991, with the registration number C 12271.
Directors:
Mr Angelo Xuereb
Ms Denise Xuereb
Ms Claire Zammit Xuereb
Mr Josef Formosa Gauci
Mr Christopher Paris
Mr John Soler
Mr Michael Warrington
Secretary:
Dr Edmond Zammit Laferla
Registered office:
AX Group
AX Business Centre
Triq id-Difiza Civili
Mosta, MST 1741
Malta
Country of incorporation:
Malta
Company registration number:
C 12271
Auditors:
Ernst & Young Malta Limited
Regional Business Centre
Achille Ferris Centre
Msida, MSD 1751
Malta
Principal bankers:
Bank of Valletta p.l.c.
Labour Avenue
Naxxar
Malta
Legal adviser:
Dr David Wain
AX Group
AX Business Centre
Triq id-Difiza Civili
Mosta, MST 1741
Malta
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
2
Directors’ Report
The Directors present their annual report and the audited consolidated and separate financial statements (“the financial statements”) of AX Group p.l.c. (“the Company”) and its subsidiaries (collectively “the Group” or “AX Group”) for the year-ended 31 October 2023.
Principal activities
The AX Group is primarily engaged in four main business sectors namely, Care, Construction, Hospitality, Real Estate and Development and is also involved in renewable energy.
Performance review
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
3
Directors’ Report – continued
Performance review - continued
Group – continued
In addition to these major projects, the Construction division continued works on the redevelopment of Palazzo Lucia in Merchant Street Valletta to be converted into a premium office.
Works on the Verdala project in Rabat are progressing steadily. As at the end of October 2023, finishing works on the residential blocks was underway whilst construction of the hotel was progressing steadily. During June 2023, a show apartment and a sales office were set up to visibly showcase prospective customers the luxury and level of detail of this exclusive development. The project was officially launched on the market at the end of June 2023 and since then, a number of promise of sale agreements have been signed.
In January 2023, Suncrest Hotels p.l.c., a subsidiary of the Company, secured a loan facility with a local financial institution amounting to EUR30,500,000 while AX Hotel Operations p.l.c., another subsidiary of the Company, secured a loan facility with the same financial institution amounting to EUR18,000,000. These loan facilities were provided to enable the Group to complete the extension of the AX ODYCY hotel and redevelopment of the Lido in Qawra.
In addition, Verdala Terraces Limited, a subsidiary of the Company, secured a loan facility with a local financial institution in February 2023 amounting to EUR36,000,000 to finance the Verdala Terraces residential project in Rabat.
The Group reported a share of results from associates and joint ventures of EUR975,602 (2022: EUR848,954). The increase can be attributed largely to the improved operations of Hardrocks Estates Limited and Valletta Cruise Port p.l.c., entities in which the Group has a non-controlling interest. The positive change in performance in Valletta Cruise Ports p.l.c is notably linked to the recovery of the cruise line industry following the end of the COVID-19 pandemic.
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
4
Directors’ Report – continued
Performance review - continued
Financial Key Performance Indicators
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
5
Directors’ Report – continued
Events after the reporting period
In November 2023, the Company issued a EUR40 million “5.85% AX Group p.l.c. 2023 Unsecured Bond” maturing in 2033, aimed to redeem the EUR40 million “6% AX Investments p.l.c. 2014 Bond” issued by AX Investments p.l.c., a subsidiary of the Company, maturing on 6 March 2024. Existing AX Investments p.l.c. bondholders were given priority to subscribe to the new bond issue by exchanging their current holdings. The total value of exchanged AX Investments p.l.c. bonds reached EUR28,386,300, representing a 70.97% of the total AX Investments p.l.c. bond. The rest of the bond issue was subscribed by other preferred applicants, which included employees and directors of the AX Group and holders of other securities previously issued by the Company and AX Real Estate p.l.c., a subsidiary of the Company. The newly issued bond was admitted to the Official List of the Malta Stock Exchange on 7 November 2023.
In January 2024, AX Real Estate p.l.c., a subsidiary of the Company, declared a dividend amounting to EUR304,208 due to non-controlling interest.
Directors
In accordance with the Company’s Articles of Association, the present Directors remain in office.
Auditors
Ernst & Young Malta Limited have expressed their willingness to continue in office and a resolution for their re-appointment will be proposed at the Annual General Meeting.
STATEMENT ON NON-FINANCIAL INFORMATION
In line with the Directive 2014/95/EU and pursuant to Article 177 of the Companies Act, Cap. 386 of the Laws of Malta and in terms of the Sixth Schedule to the Act, the Directors hereby report the impact of the Group’s activities on environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters. The Group’s reporting scope corresponds to that used in financial statements.
Our Business Model
The AX Group is primarily engaged in four main business sectors namely, Care, Construction, Hospitality, Real Estate and Development and is also involved in renewable energy. We strive to leverage our entrepreneurial skills to deliver high-quality innovative developments. This is achieved by inspiring our people to learn from our past, and to embrace the future with courage and optimism. Our values of creativity, determination and integrity underpin and support everything we do.
Founded by chairman Angelo Xuereb in 1975, AX Group began its existence as a civil engineering firm. In the ensuing decades, the Group took steps towards diversification by expanding its business portfolio to include restoration works, hotels, restaurants, care homes, and many other high-quality projects. In 2018, the Group consolidated its various businesses under the AX brand.
Creating effective Environmental, Social, and Governance (“ESG”) policies is a top priority for the Group. We recognise the important role that businesses play in shaping a sustainable future and are committed to aligning our practices with responsible principles.
ESG Committee
The Group’s ESG committee is composed of dedicated cross-functional leaders from all divisions and departments. The committee is tasked with researching industry best practices, engaging with stakeholders, and developing a comprehensive set of ESG policies that will guide our operations and decision-making. In addition to the focus on value creation, the ESG committee aims to enhance data collection and data management processes to facilitate reporting on sustainable initiatives. The ESG committee holds regular meetings to assess the progress of ongoing initiatives, explore new initiatives and actively promote collaboration within the Group. Furthermore, the ESG committee provides regular updates on the progress achieved to the Group’s executive management team.
AX GROUP P.L.C.
Annual Report and Consolidated and Separate Financial Statements for the year-ended 31 October 2023
6
Directors’ Report – continued
STATEMENT ON NON-FINANCIAL INFORMATION - continued