Company Registration No.: C 87554
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report
and
Consolidated Financial Statements
31 December 2024
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
1
CONTENTS
Pages
General information 2
Directors’ report 3 – 8
Corporate governance – Statement of compliance 9 – 17
Remuneration report 18 – 20
Statements of comprehensive income 21
Statements of financial position 22 – 23
Statements of changes in equity 24 – 25
Statements of cash flows 26
Notes to the financial statements 27 – 62
Independent auditor’s report 63 – 70
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
2
GENERAL INFORMATION
Registration
The Convenience Shop (Holding) plc (“the Company”) is registered in Malta as a public limited liability
company under the Maltese Companies Act (Cap. 386) with registration number C 87554.
Directors
Ivan Calleja
Kevin Deguara (resigned on 31 May 2024)
Benjamin Muscat (resigned on 31 May 2024)
Joseph Pace
Manuel Piscopo
Charles Scerri
Patrick Hall (appointed on 31 May 2024)
Richard Saliba (appointed on 31 May 2024)
Company Secretary
Richard Deschrijver
Registered Office and Principal Place of Business
8, TCS Building
Triq Hal Luqa
Qormi QRM 9072
Malta
Bankers
Bank of Valletta p.l.c.
219-220
Triq ix-Xatt
Gzira GZR 1022
Malta
APS Bank p.l.c.
APS Centre,
Tower Street
Birkirkara BKR 4012
Malta
Auditors
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
3
DIRECTORS’ REPORT
The Directors present their annual report and the audited consolidated financial statements for the year
ended 31 December 2024.
Directors
The Directors who served at the date of this report are as follows:
Charles Scerri (Chairman)
Ivan Calleja
Joseph Pace
Manuel Piscopo
Patrick Hall
Richard J. Saliba
On 31 May 2024, Mr Patrick Hall and Mr Richard J. Saliba were co-opted as directors of the Company to
replace the ex-Chairman Mr Benjamin Muscat and Dr Kevin Deguara, who resigned from the Board of
Directors of the Company with effect from the same day. Mr Charles Scerri was appointed as the new
Chairman of the Board.
Overview
The Convenience Shop (Holding) plc (“the Company” or “the Parent Company”) was incorporated on 26
July 2018 as the Parent Company and the finance arm of The Convenience Shop Group (the “Group”).
The Group, of which the Company is the parent, consists of the entities as detailed below.
- The Convenience Shop Limited (C 87556)
- The Convenience Shop (Management) Limited (C 87711)
- Daily Retail Challenges Limited (C 79662)
- Aynic & Co. Limited (C 74750)
- Seafront Express Limited (C 73435)
- The Convenience Shop for Puttinu Cares Limited (C 90748)
In 2019, the Company announced the offer of €5,000,000 5% unsecured bonds callable 2026-2029, issued
in terms of the Company Admission Document dated the 8 March 2019 (‘the Bonds’). Bond subscriptions
closed on the 22 March 2019 with the bond being fully subscribed and admitted to the Prospects MTF on
the 28 March 2019. The funds were utilised for the acquisition of going concern businesses, to repay
balances due to shareholders and to finance new shop openings.
Restructuring and Initial Public Offering (IPO)
On 25 January 2023, the Malta Financial Services Authority authorised the admissibility to listing on the
Official List of the Malta Stock Exchange of 7,700,000 ordinary shares of a nominal value of €0.16 each at
an issue price of €0.97 per share, representing 25% of the Company’s issued share capital (the “Shares”).
The Shares were issued to the public in accordance with the requirements of the Maltese Companies Act
Cap. 386 and the Capital Markets Rules of the Malta Financial Services Authority. The Shares have been
admitted to the official list of the Malta Stock Exchange on 10 May 2023 and trading commenced on 11
May 2023.
Principal activities
The principal activity of the Group is to operate and franchise grocery stores in the fast-moving consumer
goods (‘FMCG’) industry. Through its subsidiaries, the Company manages a chain of retail outlets under
The Convenience Shop brand in various locations across Malta with a shop count of 45 owned shops and
50 franchised shops as at 31 December 2024. The Group, through another subsidiary, also enters into
franchise agreements with franchisees, thereby granting the right to use and operate under ‘The
Convenience Shop’ brand.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
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DIRECTORS’ REPORT - continued
Review of the business
Trading performance
The Group experienced a challenging year within a very competitive retail FMCG market, influenced by
high inflation in the post-pandemic era and increased competitive pricing. Group turnover for 2024 was flat
on 2023 at € 46.4 million.
The Group registered a gross profit of € 5.9 million and a profit before tax of € 1.6 million for the year ended
31 December 2024 (2023 - €6.8 million and € 3.1 million respectively). Group EBITDA, as adjusted for the
impact of IFRS 16 Leases, amounted to € 3.4 million (2023 - € 4.5 million).
The main reasons for the reduction in profitability when compared to prior year is the investment made by
the Group in its operating capability, particularly in its workforce, in preparation for the Group’s expansion
program. The Group experienced delays in the implementation of this plan with new outlets opening later
in the year than originally planned. These investments are expected to yield returns in the coming year.
The Group is operating in an increasingly competitive landscape, characterized by an increase in the
number of outlets of existing players and new market entrants. A number of operators have stepped up
investments in their infrastructure and equipment to achieve a competitive edge over their rivals. A highly
competitive environment is also prevalent in terms of securing and retaining talent and having a trained
workforce. This has translated into a bigger cost of labour and increased marketing costs, hence impacting
profitability.
Financial position
The Group’s total assets as at 31 December 2024 amounted to € 41.8 million (as at 31 December 2023 -
€ 38.8 million).
In terms of liquidity, the Group remains highly liquid as cash and cash equivalents as at 31 December 2024
amounted to € 1.9 million (as at 31 December 2023 – € 2.2 million). The Group generated a net cash flow
from operating activities of €5.3million (2023 - €4.1 million), which was applied primarily towards the
acquisition of property, plant and equipment and intangible assets to strengthen the customer experience
at the outlets and the general operating capability. During the year, the Group also paid dividends of
€1.4million.
The Group’s net borrowings (excluding the lease liabilities in terms of IFRS 16) amounted to €4.6 million
(as at 31 December 2023 - €4.3 million) whilst total equity of the Group at end of year amounted to €9.7
million (as at 31 December 2023 - € 9.8 million). Debt to equity ratio stood at 0.48 at end of 2024, slightly
higher when compared to 0.44 in 2023. This is mainly attributable to increased level of borrowings coupled
with a slightly lower equity base.
Investments
In 2024, the Group invested a record € 1.9 million in property, plant and equipment.
In October 2024, the Group unveiled its new flagship head office in Qormi, spanning over 1,350 square
meters. This state-of-the-art facility today houses a modern office space for the Group employees, a retail
outlet, a family-friendly food court, and a cafeteria, reflecting its commitment to providing an exceptional
experience for its employees, customers, and the community.
Towards the end of the financial year, the Group upgraded its accounting system and implemented a new
HR system, consolidating a single platform to manage employee data, streamline hiring and onboarding
processes, and enhance overall employee experience and performance.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
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DIRECTORS’ REPORT - continued
Investments - continued
At an operational level, the Group continued renovating outlets and investing in energy efficient equipment
to ensure that whilst outlets reduce their electricity consumption, the ‘look-and-feel’ of the outlets is
consistently of excellent quality across the entire store network.
This reflects the ongoing commitment of the Group to continuously innovate and invest in the modernisation
and security of its infrastructure, as well as the well-being of its employees.
Outlook for 2025 and events subsequent to the financial reporting date
The performance of 2024 has served the Group as a catalyst for change, propelling us toward a renewed
vision and a sharper focus on delivering sustainable value.
The Board is committed to steer the Group onto a transformative path that builds on our core strengths
while embracing bold, forward-thinking strategies. The results of this shift are already taking shape. For the
coming year, we are forecasting a robust 17% increase in revenue, driving a projected 24% rise in profit
before tax. These figures are grounded in a clear plan, executed by a revitalised leadership team and an
organisation re-energised for growth.
Our transformation is multifaceted. We are amplifying our digital presence to meet customers where they
are, opening new outlets to expand our footprint, and refurbishing existing locations to enhance the
experience we deliver. Behind these initiatives stands a strong management team, united in purpose and
relentless in execution. Together, we are not just adapting—we are redefining what this Company can
achieve.
To our shareholders and investors, we offer our commitment that we are turning challenges into
opportunities, and we are doing so with transparency, discipline, and an unwavering focus on the trust of
our shareholders and investors. The year ahead promises progress and we are confident that this journey,
that all of us are embarking on, will see us as we build a stronger, more resilient future together.
Financial risk management
The Group and the Parent Company are exposed to a variety of financial risks, including market risk, credit
risk and liquidity risk, as disclosed in Note 29 to the financial statements.
Principal risks and uncertainties
The Board of Directors does not consider that there were any material changes to the risks identified in the
Prospectus related to the Company’s IPO.
Dividend policy and dividend distribution
The statement of comprehensive income and statements of financial position are set out on pages 21 to
23. As at 31 December 2024, the Group’s retained earnings amounted to € 3,262,886 (2023: € 3,341,208)
whilst the Company’s retained earnings amounted to € 985,623 (2023: € 1,255,522).
As noted in the IPO registration document, the Company’s Board of Directors have implemented a policy
to recommend a dividend distribution of 55% of the recurring free cash flow on an annual basis, subject to
statutory requirements and availability of profits for distribution.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
6
DIRECTORS’ REPORT - continued
Dividend policy and dividend distribution - continued
During the Company’s AGM held on 28 June 2024, the shareholders of the Company approved the
declaration and payment of a final net dividend of €1,108,800, equivalent to €0.036 per ordinary share out
of prior year profits. On 30 August 2024, the Board declared a net interim dividend of €308,000, equivalent
to €0.01 per ordinary share, which dividend was paid on 30 September 2024. The Board is now proposing
the payment of a final net dividend of €0.024 per ordinary share, for consideration at the forthcoming
Annual General Meeting.
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act, Cap. 386 to prepare financial statements which
give a true and fair view of the state of affairs of the Group and the Parent Company as at the end of each
reporting period and of the profit or loss for that period.
In preparing the financial statements, the directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union
(EU);
• selecting appropriate accounting policies and applying them consistently;
• making judgements and accounting estimates that are reasonable in the circumstances;
• accounting for income and charges relating to the accounting period on accrual basis;
• valuing separately the components of asset and liability items; and
• ensuring that the financial statements are prepared on the going concern basis unless it is
inappropriate to presume that the Group and the Parent Company will continue in business as a
going concern.
The directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the Group and the Parent Company and which
enable the directors to ensure that the financial statements are free from material misstatement, whether
due to fraud or error, and that they comply with the Maltese Companies Act, Cap. 386. This responsibility
includes designing, implementing and maintaining such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error. They are also responsible for safeguarding the assets of the Group and the
Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The financial statements of The Convenience Shop (Holding) plc for the year ended 31 December 2024
are included in the Annual Report 2024, which is available on the Parent Company’s website. The directors
are responsible for the maintenance and integrity of the Annual Report on the website in view of their
responsibility for the controls over, and the security of, the website. Access to information published on the
Parent Company’s website is available in other countries and jurisdictions, where legislation governing the
preparation and dissemination of financial statements may differ from requirements or practice in Malta.
Additionally, the directors are responsible for:
• the preparation and publication of the Annual report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule
5.56A, in accordance with the requirements of the European Single Electronic Format Regulatory
Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the
“ESEF RTS”);
• designing, implementing and maintaining internal controls relevant to the preparation of the Annual
report that is free from material non-compliance with the requirements of the ESEF RTS, whether
due to fraud or error; and
• for ensuring the accurate transfer of the information in the Annual report into a single electronic
format.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
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DIRECTORS’ REPORT - continued
Statement of directors’ responsibilities for the financial statements - continued
Statement of responsibility pursuant to the Capital Market Rules issued by MFSA
We confirm that to the best of our knowledge:
• In accordance with Capital Market Rule 5.68, the financial statements give a true and fair view of
the financial position of the Group and the Parent Company as at 31 December 2024, and of the
financial performance and cash flows for the year then ended in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union
(EU); and
• In accordance with the Capital Market Rules, the Directors’ Report includes a fair review of the
development and performance of the business and the position of the Group and the Parent
Company, together with a description of the principal risks and uncertainties that the Group and
the Parent Company face.
Going concern basis
As at 31 December 2024, total assets exceeded total liabilities by € 9.7 million. The Directors, at the time
of approving the financial statements, have determined that there is reasonable expectation that the Group
and the Parent Company have adequate resources to continue operating for the foreseeable future. For
this reason, the Directors have adopted the going concern basis in preparing the financial statements.
Reference is made to the outlook, as explained earlier on, for the financial year ending 31 December 2025
and events occurring after the statement of financial position date.
As required by Capital Markets Rule 5.62, upon due consideration of the Group and Parent Company’s
profitability and statement of financial position, the Directors confirm the Group and Parent Company’s
ability to continue operating as a going concern for the foreseeable future.
Shareholders register information pursuant to Capital Markets Rule 5.64
The authorised share capital is one hundred million Euro (€100,000,000) divided into six hundred and
twenty-five million (625,000,000) Ordinary Shares of sixteen Euro cent (€0.16) each. The issued share
capital of the Company is four million nine hundred and twenty-eight thousand Euro (€4,928,000) divided
into thirty million eight hundred thousand (30,800,000) Ordinary Shares of sixteen Euro cent (€0.16) each,
which shares have all been subscribed and paid up. All ordinary shares in the Company (whatever their
class and nominal value) shall rank pari passu for all intents and purposes of law. The Share capital
information of the Company is also disclosed in Note 19 of the financial statements.
For the purposes of Rule 5.176 of the Capital Markets Rules, each of IC Holdings Limited, JMP Holdings
Limited, MPH Malta Limited and GAIA Investments Limited hold 18.75% of the shareholding in the
Company, and Calamatta Cuschieri Investment Services Limited (in its own name and/or for the benefit of
its clients) holds 5,470,987 shares in the Company, representing 17.76% of the Company’s total issued
share capital.
In terms of Capital Markets Rule 5.64.2, trading restrictions include the high volume investors lock-in period,
representing the period of twelve (12) months from the date when any discounted Sale Shares are allotted
to high volume investors within which the said high volume investors who have so been allotted the
discounted sale shares undertake not to offer, sell, grant any option, right or warrant to purchase over or
otherwise transfer, assign or dispose of, any of the discounted sale shares in the Company allotted to them
in terms of the IPO. Moreover, the main shareholders of the Company IC Holdings Limited, JMP Holdings
Limited, MPH Malta Limited and GAIA Investments Limited are collectively subject to the Lock-In
Agreement. On 12 December 2022, the Company and each of the Locked-In Shareholders entered into a
Lock-In Agreement pursuant to which the Locked-In Shareholders undertook, for a period of twenty-four
(24) months from the date when the Shares are admitted to listing on the Official List, not to offer, sell, grant
any option, right or warrant to purchase over or otherwise transfer, assign or dispose of, any of the Share
in the Company retained by them as at the date on which, following closing of the Offers in terms of the
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
8
DIRECTORS’ REPORT - continued
Shareholders register information pursuant to Capital Markets Rule 5.64 - continued
Prospectus, the transfer of the Sale Shares in terms of the Sale Shares Offer shall have been affected (the
‘Lock-In’).
Powers of the Board Members Pursuant to Capital Markets Rule 5.64.9
The rules governing the appointment, election or removal of Directors are contained in the Company’s
Articles of Association, Articles 15.1 to 15.8. The powers and duties of the Directors are outlined in Articles
15.9 to 15.31 of the Company’s Articles of Association.
Save as otherwise disclosed herein, the provisions of Capital Markets Rules 5.64.4 to 5.64.7, 5.64.10 and
5.64.11 are not applicable to the Company.
Disclosure of Material Contracts Pursuant to Capital Markets Rule 5.70.1
It is hereby being declared that, as at 31 December 2024, the Company is not party to any significant
agreement pursuant to Capital Markets Rule 5.64.10.
Company Secretary and Registered Office of the Company Pursuant to Capital Markets Rule 5.70.2
Richard Deschrijver
8, TCS Building, Triq Hal Luqa, Qormi QRM 9072, Malta
Remuneration report
The Remuneration report is set out on pages 18 to 20 of this Annual Report and sets out details of the
Remuneration strategy and policy of the Group. The Remuneration Report also sets out the required details
of the remuneration paid to directors and senior executives. The Remuneration Report will be subject to a
vote by the Shareholders at the forthcoming Annual General Meeting. The contents of the remuneration
report have been reviewed by the external auditors to ensure that it conforms with the requirements of the
Capital Market Rules.
Auditor
RSM Malta, Registered Auditors, have expressed their willingness to continue in office and a resolution for
their reappointment will be proposed at the Annual General Meeting.
Signed on behalf of the company’s Board of Directors on 28 April 2025 by Charles Scerri (Chairman)
and Manuel Piscopo (Executive Director) as per the Directors Declaration on ESEF Annual report
submitted in conjunction with the Annual Report 2024.
Registered address:
8, TCS Building
Triq Hal Luqa
Qormi QRM 9072
Malta
28 April 2025
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
9
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE
Introduction
The Prospects MTF Rules issued by the Malta Stock Exchange require qualifying companies admitted to
Prospects MTF and whose securities are listed on a regulated market to observe relevant corporate
governance standards, in this case the Code of Principles of Good Corporate Governance (”the Code”).
Pursuant to the Capital Market Rules issued by the Malta Financial Services Authority, The Convenience
Shop (Holding) plc (the "Company") should endeavor to adopt the Code of Principles of Good Corporate
Governance contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules (“the Code”). In terms of
Capital Markets Rule 5.94, the Company hereby reports on the extent of its adoption of the principles of
the Code for the financial year being reported upon.
The Board of Directors (the "Board" or the “Directors”) of the Company acknowledges that although the
Code does not dictate or prescribe mandatory rules, compliance with the principles of good corporate
governance recommended in the Code is in the best interests of the Company, its shareholders and other
stakeholders.
The Company's decision-making structure is designed to meet the Company requirements and to ascertain
that decision making is subject to the checks and balances where this is appropriate.
General
Good corporate governance is the responsibility of the Board as a whole, and has been, and remains a
priority for the Company. In deciding on the most appropriate manner in which to implement the Code, the
Board took cognisance of the Company’s size, nature and operations, and is of the opinion that the adoption
of certain mechanisms and structures is proportionate to the scale of operations which the Company has.
The Board considers that, to the extent otherwise disclosed herein, the Company has generally been in
compliance with the Code throughout the year under review.
This Statement sets out the structures and processes in place within the Company and how these
effectively achieve the goals set out in the Code for the year under review. For this purpose, this Statement
makes reference to the pertinent principles of the Code and then sets out the manner in which the Board
considers that these have been adhered to, and where it has not.
For the avoidance of doubt, reference in this Statement to Compliance with the principles of the Code
means compliance with the Code’s main principles.
The Directors believe that for the financial year under review, the Company has generally complied with
the requirements for each of the Code’s main principles. Further information in this respect is provided
hereunder.
Principle One: The Company's Board of Directors
The role of the Board of Directors is to provide the necessary leadership, set strategy and steward the
values and standards by acting in the best interests of shareholders and other relevant stakeholders. The
Directors report that for the financial year under review, the Directors have provided the necessary
leadership in the overall direction of the Company and have performed their responsibilities for the efficient
and smooth running of the Company with honesty, competence and integrity. The Board is composed of
members who are fit and proper to direct the business of the Company with honesty, competence and
integrity. All the members of the Board are fully aware of, and conversant with, the statutory and regulatory
requirements connected to the business of the Company. The Board is accountable for its performance
and that of its delegates to shareholders and other relevant stakeholders.
The Board has throughout the year under review adopted prudent and effective systems which ensure an
open dialogue between the Board and senior management.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
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CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle One: The Company's Board of Directors - continued
The Company has a structure that ensures a mix of executive and non-executive directors and that enables
the Board to have direct information about the Company's performance and business activities.
Principle Two: The Company's Chairman and Chief Executive Officer
The roles of the Chairman and the Chief Executive Officer are held by separate individuals and the division
of responsibilities is clearly established and agreed by the Board.
The Chairman exercises independent judgement and is responsible to lead the Board and set its agenda,
whilst also ensuring that the directors receive precise, timely and objective information so that they can
take sound decisions and effectively monitor the performance of the Company. The Chairman is also
responsible for ensuring effective communication with shareholders and ensuring active engagement by
all members of the Board for discussion of complex or contentious issues.
The Chief Executive Officer reports regularly to the Board on the business and affairs of the Company and
the Group and the commercial, economic and other challenges facing it. He is also responsible to ensure
that all submissions made to the Board are timely, give a true and correct picture of the issue or issues
under consideration, and are of high professional standards as may be required by the subject matter
concerned.
As at the date of this statement, Mr. Charles Scerri and Mr David Tabone act as Chairman of the Company
and Chief Executive Officer of the Group, respectively. Mr Benjamin Muscat resigned from his post as
Chairman of the Board with effect from the 31st May 2024, and Mr Charles Scerri was appointed in his
stead on the same day. Mr. Martin Agius resigned from the position of Chief Executive Officer of the Group
on 4th September 2024, and Mr. David Tabone has been appointed as Chief Executive Officer of the Group
effective from 1st January 2025.
Each subsidiary within the Group has its own management structure and accounting systems and internal
controls, and is governed by its own Board, whose members, are appointed by the Company. This provides
sufficient delegation of powers to achieve effective management. The organisational structure ensures that
decision making powers are spread wide enough to allow proper control and reporting systems to be in
place and maintained in such a way that no one individual or small group of individuals actually has
unfettered powers of decision.
Principle Three: Composition of the Board
The Board is composed of 6 members, with 3 executive and 3 non-executive Directors, with each member
offering core skills and experience that are relevant for the successful operation of the Company. The
Company considers that the current board set up constitutes an appropriate mix between executive and
non-executive directors. The Board is responsible for the overall long-term strategy and general policies of
the Company, of monitoring the Company’s systems of control and financial reporting and communicating
effectively with the market as and when necessary.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
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CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Three: Composition of the Board - continued
The Board of Directors consists of the following:
• Mr Charles Scerri – Chairman and Non-executive Director
• Mr Joseph Pace – Executive Director
• Mr Ivan Calleja – Executive Director
• Mr Manuel Piscopo – Executive Director
• Mr Patrick Hall – Non-executive Director
• Mr Richard Saliba – Non-executive Director
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors
to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is
made by the Board to fill a casual vacancy, which appointment would be valid until the conclusion of the
next Annual General Meeting of the Company following such an appointment. In terms of the Articles of
Association, a Director shall hold office without retirement until death or until they retire or are removed by
the Company in accordance with Article 140 of the Companies Act Cap. 386.
Mr. Charles Scerri, Mr. Patrick Hall and Mr. Richard Saliba are considered by the Board to be independent
non-executive members of the Board.
None of the independent non-executive Directors:
a) is or has been employed in any capacity with the Company and/or the Group;
b) has or had a significant business relationship with the Company and/or the Group;
c) has received significant additional remuneration from the Company and/or the Group;
d) has close family ties with any of the Company's executive Directors or senior employees;
e) has served on the Board for more than twelve consecutive years; or
f) is or has been within the last three years an engagement partner or a member of the audit team of
the present or former external auditor of the Company and/or the Group.
Each non-executive Director has declared in writing to the Board that he undertakes:
a) to maintain in all circumstances his independence of analysis, decision and action;
b) not to seek or accept any unreasonable advantages that could be considered as compromising
his/her independence; and
c) to clearly express his/her opposition in the event that he finds that a decision of the Board may
harm the Company.
Principle Four: The Responsibilities of the Board
The Board acknowledges its statutory mandate to conduct the administration and management of the
Company. In fulfilling this mandate and discharging its duty of stewardship of the Company, the Board
assumes responsibility for the Company’s strategy and decisions with respect to the issue, servicing and
redemption of its bond in issue, and for monitoring that its operations are in conformity with its commitments
towards bondholders, shareholders, and all relevant laws and regulations. The Board is also responsible
for ensuring that the Company establishes and operates effective internal control and management
information systems and that it communicates effectively with the market.
Directors are entitled to seek independent professional advice at any time on any aspect of their duties and
responsibilities, at the Company's expense.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
12
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Four: The Responsibilities of the Board - continued
The Board has also established an Audit Committee in terms of rule 4.01.01(d) of the Prospects MTF Rules
and rules 5.117 to 5.134 of the Capital Markets Rules as follows:
The Audit Committee
The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing with
issues of risk, control and governance; and review the financial reporting processes, financial policies and
internal control structure. During the financial year under review, the Audit Committee met five times.
Although the Audit Committee is set up at the level of the Company its main tasks are also related to the
activities of the Group.
The Board has set formal terms of establishment and the terms of reference of the Audit Committee that
establish its composition, role and function, the parameters of its remit as well as the basis for the processes
that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly
responsible and accountable to the Board.
Furthermore, the Audit Committee has the role and function of scrutinising and evaluating any proposed
transaction to be entered into by the Company and a related party, to ensure that the execution of any such
transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Company.
The Audit Committee is composed of 3 members:
• Mr Richard Saliba – Chairman
• Mr Patrick Hall – Member
• Mr Charles Scerri – Member
All 3 members are non-executive Directors and qualified accountants, who the Board considers as
independent and competent in accounting.
The Audit Committee has met 11 times during the financial year ended 31 December 2024, and the
attendance at these meetings was as follows:
Name
Designation
Attendance of Meetings
Mr Benjamin Muscat
Dr Kevin Deguara
Mr Richard Saliba
Mr Patrick Hall
Mr Charles Scerri
Ex-Chairman
Ex-non-executive Director
Chairman
Non-executive Director
Non-executive Director
5 of 11
4 of 11
6 of 11
6 of 11
11 of 11
Risk identification, control and reporting
The Board, with the assistance of the management team, is responsible for the identification and evaluation
of key risks applicable to the areas of business in which the Company and its subsidiaries are involved.
Processes are in place for identifying, evaluating and managing the significant risks facing the Company
These risks are assessed on a continual basis with a view to control and mitigate where deemed necessary.
The Board receives periodic risk management information to enable the effective monitoring and mitigation
of key risks to the Company and its subsidiaries. This allows the Board to be proactive in ensuring that
financial controls and risk management systems are well established, and to satisfy itself about the integrity
of financial information.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
13
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Four: The Responsibilities of the Board - continued
Reporting
The Group has implemented control procedures designed to ensure complete and accurate accounting for
financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include
physical controls, segregation of duties and reviews by management. On a monthly basis the Board
receives a comprehensive analysis of financial and business performance, including reports comparing
actual performance with budgets as well as analysis of any variances. Comprehensive annual financial
plans are prepared, reviewed and approved by the Board. Business alternatives are regularly considered
by the Board on the basis of the variance analysis carried out. Responsibilities for financial performance
against plans are delegated to the management team.
In conclusion, the Board considers that the Company has generally been in compliance with the Principles
throughout the year under review as befits a company of this size and nature. Non-compliance with the
principles and the reasons thereof have been identified below.
Principle Five: Board Meetings
The Directors meet regularly to dispatch the business of the Board. The Directors are notified of forthcoming
meetings by the Company Secretary with the issue of an agenda and supporting Board papers, which are
circulated in advance of the meeting. Minutes are prepared during Board meetings recording faithfully
attendance, and resolutions taken at the meeting. The Chairman ensures that all relevant issues are on
the agenda supported by all available information, whilst encouraging the presentation of views pertinent
to the subject matter and giving all Directors every opportunity to contribute to relevant issues on the
agenda. The agenda on the Board seeks to achieve a balance between long-term strategic and short-term
performance issues.
The Board meets as often as frequently required in line with the nature and demands of the business of
the Company. Directors attend meetings on a frequent and regular basis and dedicate the necessary time
and attention to their duties as Directors of the Company. The Board met 7 times during the financial year
under review.
The following Directors attended Board meetings as follows:
Name
Designation
Number of
Meetings
Mr Benjamin Muscat
Mr Charles Scerri
Ex-Chairman
Chairman
3 out of 7
7 out of 7
Dr Kevin Deguara
Non-executive Director
3 out of 7
Mr Joseph Pace
Director
7 out of 7
Mr Ivan Calleja
Director
7 out of 7
Mr Manuel Piscopo
Director
7 out of 7
Mr Richard Saliba
Director
4 out of 7
Mr Patrick Hall
Director
4 out of 7
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
14
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Six: Information and Professional Development
As part of succession planning and employee retention, the Board and Chief Executive ensure that the
Company implements appropriate schemes to recruit, retain and motivate employees and senior
management and keep a high morale amongst employees.
The Chief Executive, although responsible for the recruitment and selection of senior management,
consults with the Board on the appointment of, and on a succession plan for, senior management.
Training (both internal and external) of management and employees remains a priority. This is coordinated
through the Company's Human Resources Department.
The Board has access to the advice and services of the company secretary who is responsible for ensuring
that board procedures are complied with, as well as for ensuring sound information flows between the
Board and the Audit Committee.
Principle Seven: Evaluation of the Board’s Performance
Under the present circumstances, the Board still does not consider it necessary to appoint a committee to
carry out a performance evaluation of its role, as the Board’s performance is always under the scrutiny of
the shareholders of the Company.
Principle Eight: Committees
A. Remuneration Committee
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. Instead, the
functions of the Remuneration Committee are vested in the Board, which itself establishes the remuneration
policies of the Company. Further details on remuneration of the directors are set out in the Remuneration
Report for the financial year under review and is in compliance with the requirements of Capital Markets
Rules 12.26 and contains the information required by Appendix 12.1 of the Capital Market Rules.
B. Nomination Committee
The Board of Directors considers that the size and operation of the Company does not warrant the setting
up of a nomination committee and will not be incorporating a nomination committee. Appointments to the
Board of Directors are determined by the shareholders of the Company in accordance with the company’s
Memorandum and Articles of Association. The Company considers that the members of the Board possess
the level of skill, knowledge and experience expected in terms of the Code.
Principles Nine and Ten: Relations with Shareholders and with the Market and Institutional
Shareholders
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386 of the Laws of
Malta), the Annual Report and Financial Statements, the election of Directors and approval of Directors’
fees, the appointment of the auditors, the declaration of a dividend and the authorisation of the Directors
to set the auditors’ fees, and other special business, are proposed and approved at the Company’s Annual
General Meeting.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
15
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principles Nine and Ten: Relations with Shareholders and with the Market and Institutional
Shareholders – continued
The Company’s website (https://www.theconvenienceshop.com/investor-information/) also contains
information about the Company and its business which is a source of further information to the market.
In view that the Company is subject to the Prospects MTF Rules, the Company is required to hold its Annual
General Meeting within four (4) months of the end of the financial year to, inter alia, consider the annual
financial statements, the directors’ and auditors’ reports for the year, to decide on any dividends
recommended by the Board, to elect directors, appoint auditors and to set their remuneration. Nonetheless,
as communicated in terms of Company Announcement CVS 92, the Malta Stock Exchange has granted
an extension to such deadline for the Company’s 2025 Annual General Meeting, to allow shareholders of
the Company adequate time to exercise their rights under the Capital Markets Rules in connection with the
Annual General Meeting. Consequently, the Company’s 2025 Annual General Meeting shall be held by
not later than the 31st July 2025 in accordance with the requirements under the Companies Act (Chapter
386 of the Laws of Malta) and the Capital Markets Rules.
Principle Eleven: Conflicts of Interest
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and
its shareholders as a whole and of their obligation to avoid conflicts of interest.
Mr. Joseph Pace, Mr. Ivan Calleja and Mr. Manuel Piscopo have a direct beneficial interest in the share
capital of the Company, and as such are susceptible to conflicts arising between the potentially diverging
interests of the shareholders and the Company. During the financial year under review, no private interests
or duties unrelated to the Company were disclosed by the Directors which were or could have been likely
to place any of them in conflict with any interests in, or duties towards, the Company.
If a Director has a continuing material interest that conflicts with the interests of the Company, he is obliged
to take effective steps to eliminate the grounds for conflict. In the event that such steps do not eliminate the
grounds for conflict then the Director should consider resigning.
Moreover, the Audit Committee has the task to ensure that any potential conflicts of interest are resolved
in the best interests of the Company. Furthermore, in accordance with the provisions of article 145 of the
Companies Act (Cap. 386 of the Laws of Malta), every Director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract with the Company is under the duty to fully declare
his interest in the relevant transaction to the Board at the first possible opportunity and he will not be entitled
to vote on matters relating to the proposed transaction and only parties who do not have any conflict in
considering the matter will participate in the consideration of the proposed transaction (unless the Board
finds no objection to the presence of such Director with conflict of interest).
Principle Twelve: Corporate Social Responsibility
The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management
practices and is committed to enhance the quality of life of all stakeholders and of the employees of the
Company and the Group.
The Board is mindful of the environment and its responsibility within the community in which it operates.
Since its origins, the Group chooses to recognise its social and environmental responsibilities by making
Corporate Social Responsibility an important tool to mediate and achieve an optimum balance in
responding to the different needs of the various stakeholders.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
16
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Twelve: Corporate Social Responsibility - continued
In 2024, the Group continued exercising its commitment in supporting several NGOs including the Malta
Community Chest Fund, The Malta Trust Foundation, ALS Malta, Caritas, Missio and Dar Tal Providenza.
The Group has a retail outlet in Qormi with all profits being passed on to Puttinu Cares Foundation.
In carrying on its business, the Group is fully aware and at the forefront to preserving the environment and
continuously review its policies aimed at respecting the environment and encouraging social responsibility
and accountability.
Internal Control and Risk Management
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its
effectiveness. The Directors are aware that internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not
absolute, assurance against normal business risks.
During the financial year under review the Company operated a system of internal controls which provided
reasonable assurance of effective and efficient operations covering all controls, including financial and
operational controls and compliance with laws and regulations. The Board has adopted and implemented
appropriate policies and procedures to manage risks and internal controls. The Board plans, controls and
monitors business operations in order to achieve the set objectives. Processes are in place for identifying,
evaluating and managing the significant risks facing the Company.
Through the Audit Committee, the Board reviews the effectiveness of the internal controls, including
financial reporting. The Audit Committee oversees and provides advice to the Board on matters relating to
financial reporting and thereby monitors the integrity of the financial statements and any formal
announcements and disclosures related to financial matters.
General Meetings
The manner in which the general meeting is conducted is outlined in Articles 11 - 13 of the Company’s
Articles of Association, subject to the provisions of the Companies Act, the Prospects MTF Rules and the
Capital Markets Rules.
As explained under Principles 9 and 10, the Annual General Meeting of the shareholders shall be convened
to, inter alia, deal with ‘ordinary business’ including the adoption of the annual financial statements, the
directors’ and auditors’ reports for the year, to decide on any dividends recommended by the Board, to
elect directors if necessary, appoint auditors and to set their remuneration.
A presentation is given to the shareholders present detailing the Company’s performance and an
assessment of the future prospects is given.
In addition, and in terms of Article 11.3 of the Articles of Association of the Company, the Board may
convene an extraordinary general meeting whenever is deemed fit.
In accordance with Article 12.1 of the Articles of Association, notice of any General Meeting shall be given
to all members of the Company, to all Directors, and to the auditors of the Company. Adequate notice of
general meetings must be given as specified in the Company’s Articles of Association and in the Capital
Markets Rules.
All shareholders registered in the Shareholders’ Register on the Record Date as defined in the Capital
Markets Rules and the Articles of Association of the Company have the right to attend, participate and vote
in the general meetings. A shareholder who cannot participate in the general meeting can appoint a proxy
in accordance with the instructions set forth in the notice convening the general meeting, and such proxy
must be received by the Company at least 24 hours before the time of the general meeting.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
17
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Twelve: Corporate Social Responsibility - continued
Non-Compliance with the Code
As at the date hereof, the Board considers the Company to be in compliance with the Code except for the
following:
Evaluation of the Board’s Performance
The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s
performance in accordance with the requirements of Code Provision 7.1. The Board believes that the size
of the Company and the Board itself does not warrant the establishment of a committee specifically for the
purpose of carrying out a performance evaluation of its role. Whilst the requirement under Code Provision
7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board,
the size of the company’s Board is such that it should enable it to evaluate its own performance without the
requirement of setting up an ad-hoc committee for this purpose. The Board shall retain this matter under
review over the coming year.
Committees
The Board considers that the size and operation of the Company does not warrant the setting up of a
remuneration committee and a nomination committee in line with Code Provisions 8A and 8B, respectively.
The Board relies on the constant scrutiny of the Board itself, the company’s shareholders, the market and
the rules by which the company is regulated as a listed entity. In addition, the Board took into consideration
the fact that the remuneration of the Board is not performance related. The Board intends to keep under
review the utility and possible benefits of having a Remuneration Committee in due course.
Appointments to the Board of Directors are determined by the shareholders of the Company in accordance
with the company’s Memorandum and Articles of Association. The Company considers that the members
of the Board possess the level of skill, knowledge and experience expected in terms of the Code.
Signed on behalf of the Company’s Board of Directors by Charles Scerri (Chairman) and Manuel
Piscopo (Executive Director) on 28 April 2025.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
18
REMUNERATION REPORT
Remuneration Policy
In compliance with Capital Markets Rule 12.26A of the Capital Markets Rules (CMR), the Board of Directors
of the Company has established a remuneration policy (the “Policy”) that will be submitted for the approval
of the shareholders during the forthcoming annual general meeting (AGM).
The proposed Policy aims to ensure equitable and competitive compensation for all Directors, Key
Managerial Personnel and employees, based on individual performance, industry benchmarks and the
overall performance of the Company. The oversight and implementation of the Policy is the ultimate
responsibility of the Board of Directors. As outlined in the Prospectus relating to the Company’s IPO Listing,
due to the nature, size and complexity of the Company’s operations, the size and volume of transactions,
and the number of Company staff, and since the remuneration paid to the Directors is not performance
related, the Company has not set up a remuneration committee and all duties are borne by the Board of
Directors.
The key considerations in determining the remuneration for Company officers and employees, as stipulated
in the Policy, include their qualifications, experience, expertise, prevailing industry compensation norms,
and the financial position of the Company.
Contracts for Directors of the Company terminate upon the Director resigning from his/her position by giving
the Company not less than one (1) month written notice, or upon his/her removal from his/her position as
director by the shareholders in accordance with the Articles of Association and the Companies Act (Chapter
386 of the Laws of Malta), or upon expiration of his/her term of office as Director in accordance with the
Articles of Association. If the Director is re-appointed to a further term/s of office as Director, his/her
appointment to the Board of Directors shall be automatically extended and shall terminate upon the
Director’s resignation or removal from his/her position as Director or upon expiration of such further term/s
of office as Director. No termination fees are payable to Directors upon the termination of their tenure.
Remuneration payable to Directors
The CMR also require the Company to prepare a remuneration report (the “Report”) in accordance with the
criteria outlined in Appendix 12.1 ‘Information to be provided in the Remuneration Report’ of the said CMR.
In accordance with the requirements under the CMR, the Company will be submitting the Report to the
shareholders at the forthcoming AGM. In view that the Company qualifies as a small or medium-sized
company, as defined in Article 3 (2) and (3) of Directive 2013/34/EU of the European Parliament and of the
Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related
reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and
of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC, the Report must be
submitted for discussion at the AGM.
The remuneration payable to Directors is determined by the Company in the general meeting. During the
preceding AGM of the Company held on the 29th April 2024 the general meeting set the maximum annual
aggregate emoluments payable to the Directors of the Company and its subsidiary entities (the “Group”) at
€ 313,848. The total sum disbursed as remuneration to the Directors of the Group in 2024 amounted to €
314,380 for 2024.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
19
REMUNERATION REPORT - continued
Remuneration payable to Directors - continued
For the purposes of Appendix 12.1 of Chapter 12 of the CMR and Rule 8.A.5 of the Code of Principles of
Good Corporate Governance (the “Code”), the following amounts were paid by the Group to the Directors
during the financial year 2024:
Name of Directors
Position
Annual remuneration (Gross)
Variable
Share
Option
Total
Mr Benjamin Muscat
Chairman and Non-
Executive, Independent
Director
€ 7,777
Nil
Nil
€ 7,777
Mr Charles Scerri
Chairman and Non-Executive
Independent Director
€ 18,668
Nil
Nil
€ 18,668
Dr Kevin Deguara
Ex-Non-Executive Director
€ 41,750
Nil
Nil
€ 41,750
Mr Ivan Calleja
Executive Director
€ 76,909
Nil
Nil
€ 76,909
Mr Joseph Pace
Executive Director
€ 76,909
Nil
Nil
€ 76,909
Mr Manuel Piscopo
Executive Director
€ 76,909
Nil
Nil
€ 76,909
Mr Patrick Hall
Non-Executive Independent
Director
€ 7,000
Nil
Nil
€ 7,000
Mr Richard Saliba
Non-Executive Independent
Director
€ 8,458
Nil
Nil
€ 8,458
The fees set forth above are inclusive of the remuneration payable to the directors for their appointment to
the Company’s audit committee.
For clarification purposes, only Mr Benjamin Muscat, Mr Charles Scerri, Mr Patrick Hall and Mr Richard
Saliba received their remuneration from the Company. Mr Ivan Calleja (Executive Director), Mr Joseph
Pace (Executive Director), Mr Manuel Piscopo (Executive Director), and Dr Kevin Deguara (Non-Executive
Director) received their remuneration for directorship services rendered to the Group from The
Convenience Shop (Management) Limited (C 87711) (“TCSM”), a fully-owned subsidiary entity of the
Company.
For 2023, the total emoluments payable by the Group to the directors (inclusive of fees payable for their
appointment to the Company’s audit committee) were as follows:
Name of Directors
Position
Annual remuneration (Gross)
Fixed
Variable
Share
Option
Total
Mr Benjamin Muscat
Chairman and Non-
Executive, Independent
Director
€16,626
Nil
Nil
€16,626
Mr Charles Scerri
Non-Executive
Independent Director
€14,000
Nil
Nil
€14,000
Dr Kevin Deguara
Non-Executive Director
€61,091
Nil
Nil
€61,091
Mr Ivan Calleja
Executive Director
€61,091
Nil
Nil
€61,091
Mr Joseph Pace
Executive Director
€61,091
Nil
Nil
€61,091
Mr Manuel Piscopo
Executive Director
€61,091
Nil
Nil
€61,091
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
20
REMUNERATION REPORT - continued
Remuneration payable to Directors - continued
For the purposes of CMR 8.A.4.1, the remuneration structure for Directors of the Company and its
subsidiary entities is established as a fixed annual amount and does not include any performance-related
remuneration such as share options, pension benefits, profit sharing and any other emoluments related to
the performance of the Company or its subsidiaries. The fees payable to the Directors have been
determined on the basis of their time commitment, contribution and ongoing responsibilities towards the
Company and its subsidiary entities. Given the organisational structure of the Group, and the fact that the
Company’s primary assets are its investments in its operating subsidiaries, the Board of Directors considers
Remuneration payable to Senior Executives and employees
Mr Charles Scerri, Mr Patrick Hall and Mr Richard Saliba constitute the only employees of the Company.
All other personnel engaged in the Group’s operations are employed by subsidiary entities of the Company
and receive their remuneration from their respective employer/s.
For the purposes of Rule 8.A.4.9 of the Code, the Chief Executive Officer of the Group was, until the 4th
September 2024, Mr Martin Agius and was employed with TCS (Management) Limited. The total gross
emoluments paid to the Chief Executive Officer for the year under review included €98,020 by way of fixed
remuneration and €50,000 by way of variable remuneration
Contents of the Remuneration Report
The contents of this Report have been reviewed by the external auditor to ensure that the information
required in terms of Appendix 12.1 of the Capital Markets Rules has been included.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
21
STATEMENTS OF COMPREHENSIVE INCOME
For the year ended 31 December
The notes on pages 27 to 62 are an integral part of these consolidated financial statements.
Group
Company
2024
2023
2024
2023
€
€
€
€
Notes
Revenue
4
46,378,766
46,314,448
1,788,783
2,231,037
Cost of sales
(40,481,038)
(39,476,986)
-
-
Gross profit
5,897,728
6,837,462
1,788,783
2,231,037
Administrative expenses
(3,960,192)
(3,817,886)
(590,718)
(196,929)
Operating profit
5
1,937,536
3,019,576
1,198,065
2,034,108
Other income
7
670,984
907,766
67,472
60,000
Finance costs
8
(972,782)
(824,488)
(250,608)
(251,544)
Finance income
9
-
-
318,500
318,500
Gain on disposal of property, plant
and equipment
1,899
-
-
-
Profit before tax
1,637,637
3,102,854
1,333,429
2,161,064
Tax expense
10
(282,187)
(470,679)
(186,700)
(460,125)
Profit for the year
1,355,450
2,632,175
1,146,729
1,700,939
Profit for the year is attributable
to:
Non-controlling interest
(7,856)
7,124
-
-
Owners of the Company
1,363,306
2,625,051
1,146,729
1,700,939
1,355,450
2,632,175
1,146,729
1,700,939
Basic earnings per share
22
0.044
0.086
0.037
0.056
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
22
STATEMENTS OF FINANCIAL POSITION
As at 31 December
Group
Company
2024
2023
2024
2023
No
€
€
€
€
ASSETS
Notes
Non-current assets
Property, plant and equipment
11
5,080,347
4,051,924
-
-
Intangible assets
12
13,722,445
13,493,677
4,000,000
4,000,000
Right-of-use asset
13
11,005,357
10,805,122
-
-
Investment in subsidiaries
14
-
-
320,147
171,347
Investment in associate
15
-
-
1,688
1,688
Loans receivable
16
-
-
7,522,091
2,160,359
Deferred tax asset
10
319,686
195,573
-
-
Total non-current assets
30,127,835
28,546,296
11,843,926
6,333,394
Current assets
Inventories
17
3,797,230
3,197,815
-
-
Trade and other receivables
18
5,465,230
4,860,408
1,145,360
6,574,602
Cash at bank and in hand
25
2,185,761
2,185,078
5,025
186,003
Current tax receivable
205,104
-
187,482
67,389
Total current assets
11,653,325
10,243,301
1,337,867
6,827,994
TOTAL ASSETS
41,781,160
38,789,597
13,181,793
13,161,388
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
23
STATEMENTS OF FINANCIAL POSITION - continued
As at 31 December
Group
Company
2024
2023
2024
2023
No
€
€
€
€
EQUITY AND LIABILITIES
Notes
Capital and reserves
attributable to ordinary
equity holders of the
Company
Share capital
19
4,928,000
4,928,000
4,928,000
4,928,000
Share premium
1,539,087
1,539,087
1,539,087
1,539,087
Retained earnings
3,262,886
3,341,208
985,623
1,255,522
9,729,973
9,808,295
7,452,710
7,722,609
Non-controlling interest
(27,218)
(19,362)
-
-
TOTAL EQUITY
9,702,755
9,788,933
7,452,710
7,722,609
Non-current liabilities
Borrowings
20
6,134,990
5,962,537
4,875,114
4,848,616
Lease liabilities
23
11,706,062
11,268,947
-
-
Trade and other payables
24
196,545
223,468
13,144
-
Total non-current liabilities
18,037,597
17,454,952
4,888,258
4,848,616
Current liabilities
Current tax payable
-
346,454
-
-
Borrowings
20
411,734
482,421
-
-
Bank overdraft
20, 25
250,695
4
-
-
Lease liabilities
23
972,500
838,587
-
-
Trade and other payables
24
12,405,879
9,878,246
840,825
590,163
Total current liabilities
14,040,808
11,545,712
840,825
590,163
TOTAL LIABILITIES
32,078,405
29,000,664
5,729,083
5,438,779
TOTAL EQUITY AND
LIABILITIES
41,781,160
38,789,597
13,181,793
13,161,388
The notes on pages 27 to 62 are an integral part of these consolidated financial statements.
The financial statements on pages 21 to 62 were approved and authorised for issue by the Board of
Directors on 28 April 2025. The financial statements were signed on behalf of the Company’s Board of
Directors by Charles Scerri (Chairman) and Manuel Piscopo (Executive Director) as per the Directors’
Declaration on ESEF Annual report submitted in conjunction with the Annual Report 2024.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
24
STATEMENTS OF CHANGES IN EQUITY
THE GROUP
Share
capital
Share
premium
Retained
earnings
Non-
controlling
interest
Total
Notes
€
€
€
€
€
Balance at 1 January 2023
4,768,000
729,087
2,190,175
(26,486)
7,660,776
Comprehensive income
Profit for the year
-
-
2,625,051
7,124
2,632,175
Transactions with owners
Issuance of share capital
160,000
810,000
-
-
970,000
Dividends paid
21
-
-
(1,474,018)
-
(1,474,018)
Total transactions with owners
160,000
810,000
(1,474,018)
-
(504,018)
Balance at 31 December 2023
4,928,000
1,539,087
3,341,208
(19,362)
9,788,933
Balance at 1 January 2024
4,928,000
1,539,087
3,341,208
(19,362)
9,788,933
Comprehensive income
Profit/(loss) for the year
-
-
1,363,306
(7,856)
1,355,450
Transactions with owners
Dividends paid
21
-
-
(1,441,628)
-
(1,441,628)
Total transactions with owners
-
-
(1,441,628)
-
(1,441,628)
Balance at 31 December 2024
4,928,000
1,539,087
3,262,886
(27,218)
9,702,755
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
25
STATEMENT OF CHANGES IN EQUITY – continued
THE COMPANY
Share
capital
Share
premium
Retained
earnings
Total
Notes
€
€
€
€
Balance at 1 January 2023
4,768,000
729,087
1,016,602
6,513,689
Comprehensive income
Profit for the year
-
-
1,700,939
1,700,939
Transactions with owners
Dividends paid
21
160,000
810,000
-
970,000
Issuance of share capital
-
-
(1,462,019)
(1,462,019)
Total transactions with owners
160,000
810,000
(1,462,019)
(492,019)
Balance at 31 December 2023
4,928,000
1,539,087
1,255,522
7,722,609
Balance at 1 January 2024
4,928,000
1,539,087
1,255,522
7,722,609
Comprehensive income
Profit for the year
-
-
1,146,729
1,146,729
Transactions with owners
Dividends paid
21
-
-
(1,416,628)
(1,416,628)
Total transactions with owners
-
-
(1,416,628)
(1,416,628)
Balance at 31 December 2024
4,928,000
1,539,087
985,623
7,452,710
The notes on pages 27 to 62 are an integral part of these consolidated financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
26
STATEMENTS OF CASH FLOWS
For the year ended 31 December
Group
Company
2024
2023
2024
2023
Note
€
€
€
€
Cash flows from operating
activities
Receipts from customers
44,938,963
45,031,858
-
-
Payments to suppliers and
employees
(39,320,373)
(41,205,583)
(300,167)
(202,879)
Other revenue
671,045
907,731
1,418,142
128,689
Interest paid
(80,290)
(15,263)
-
(1,544)
Income tax paid
(898,754)
(628,275)
(306,793)
(484,615)
Net cash flows generated from/
(used in) operating activities
5,310,591
4,090,468
811,182
(560,349)
Cash flows from investing
activities
Acquisition of property, plant and
equipment
(1,940,191)
(1,211,196)
-
-
Acquisition of intangible assets
(370,000)
(155,000)
-
-
Acquisition of investments in
subsidiaries
-
-
(148,800)
-
Payments to acquire business
(128,800)
(128,800)
-
-
Proceeds from disposal of
property, plant and equipment
2,560
-
-
-
Repayment of advances to
subsidiary
-
-
823,268
1,483,641
Net cash flows (used in)/generated
from investing activities
(2,436,431)
(1,494,996)
674,468
1,483,641
Cash flows from financing
activities
Proceeds from interest-bearing
loans
75,268
538,692
-
-
Proceeds from issuance of share
capital
-
970,000
-
970,000
Payment of lease liabilities
(1,507,808)
(1,396,372)
-
-
Other interests
-
-
-
-
Interest on bond
(250,000)
(250,000)
(250,000)
(250,000)
Dividends paid
(1,441,628)
(1,474,018)
(1,416,628)
(1,462,019)
Net cash flows used in financing
activities
(3,124,168)
(1,611,698)
(1,666,628)
(742,019)
Net cash movement in cash
and cash equivalents
(250,008)
983,774
(180,978)
181,273
Cash and cash equivalents at
beginning of year
2,185,074
1,201,300
186,003
4,730
Cash and cash equivalents at
end of year
25
1,935,066
2,185,074
5,025
186,003
The notes on pages 27 to 62 are an integral part of these consolidated financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
27
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Convenience Shop (Holding) plc (“the Company”) is a public limited liability company
incorporated in Malta with registration number of C 87554 and registered address at 8, TCS Building,
Triq Hal Luqa, Qormi QRM 9072, Malta.
The principal activity of the Company is to act as a holding company and to provide finance to group
companies. The Company, together with its subsidiaries (“the Group”) is engaged in operating in the
fast-moving consumer goods industry and is engaged in the retailing of food, goods and other
ancillary products through its shops located across Malta.
The ownership of the Company’s share capital and voting rights is such that no particular individual
or identifiable group of individuals may be deemed to exercise ultimate control over the Company.
These financial statements include the results of the Group, together with those of the Company, for
the year ended 31 December 2024.
2. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the consolidated financial statements are set out below.
The accounting policies adopted are consistent with those of the previous financial year, unless
otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS Accounting Standards) as adopted by the European Union (EU) and comply with
the requirements of the Maltese Companies Act (Cap. 386).
The financial statements have been prepared under the historical cost basis.
Presentation and functional currency
The financial statements are presented in Euro (€) which is also the Company’s and the Group’s
functional currency.
New or amended accounting standards and interpretations adopted
The Group and the Company adopted all of the new or amended Accounting Standards and
Interpretations issued by the International Accounting Standards Board (‘IASB’) and the IFRS
Interpretations Committee and endorsed by the EU that are mandatory for the current reporting
period. The adoption of these amendments to the requirements of IFRS Accounting Standards as
adopted by the EU did not result in substantial changes to the Group’s and the Company’s
accounting policies impacting the Group’s and the Company’s financial performance and position.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
28
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
New or amended Accounting Standards and Interpretations issued but not yet effective
Any new or amended Accounting Standards or Interpretations that were in issue and endorsed by
the EU but not yet effective for the current financial year, have not been early adopted. The directors
are of the opinion that the adoption of the new, amended accounting standards or interpretations
will not have a significant impact on the Group and Company’s current or future reporting periods
and on foreseeable future transactions.
Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities, cash flows and revenues
and expenses of The Convenience Shop (Holding) plc and its subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control, directly or indirectly. The Group
controls an entity when it is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are de-consolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred,
the liabilities incurred and the equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-
controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s net assets. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the consideration transferred
and the book value of the share of the non-controlling interest acquired is recognised directly in
equity attributable to the parent.
The results and equity of non-controlling interest of subsidiaries are shown separately in the
statement of comprehensive income, statement of financial position and statement of changes in
equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in
full, even if that results in a deficit balance.
When the Group loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities, and non-controlling interest in the subsidiary together with any cumulative translation
differences recognised in equity. The Group recognises the fair value of the consideration received
and the fair value of any investment retained together with any gain or loss in profit or loss.
The excess of the consideration transferred, the amount of any non-controlling interest in the
acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the
fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this
is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain
purchase, the difference is recognised directly in profit or loss.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
Group are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries are consistent with the policies adopted by the Group.
These consolidated financial statements comprise the parent company and its subsidiaries.
Subsidiaries that were consolidated are listed in notes 14 and 15 to these financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
29
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Revenue
Revenue is recognised when the significant risks and rewards of ownership have been transferred
to the customer, recovery of the consideration is probable, the associated costs and possible return
of goods can be estimated reliably, there is no continuing management involvement with the goods
and the amount of revenue can be measured reliably.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control
of the goods, which is generally at point of sale.
Rendering of services
Revenue from a contract to provide services is recognised at a point in time on completion of the
service.
Interest income
Interest income is accrued on a timely basis, by reference to the principal outstanding and at the
effective interest rate applicable, which is the rate that exactly discounts the estimated future cash
receipts through the expected life of the financial asset to the assets net carrying amount.
Tax
The tax charge/(credit) in profit or loss comprises current and deferred tax. Tax is recognised in profit
or loss except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in other comprehensive income or directly
in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted
at the end of the reporting date, and any adjustments to tax payable in respect of previous years.
Deferred income tax is provided using the liability method, for all temporary differences arising
between the tax bases of assets and liabilities and their carrying values for financial reporting
purposes. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, based on tax rates that have been enacted
or substantively enacted at the end of the reporting date and are expected to apply when the related
deferred tax assets is realised or the deferred tax liability is settled.
Under this method, the Group is required to make provision for deferred income taxes on the
revaluation of certain property assets and provisions on the difference between the carrying value
for financial reporting purposes and their tax base.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will
be available against which the assets can be utilised and/or sufficient taxable temporary differences
are available. Deferred tax assets are reduced to the extent that is no longer probable that the related
tax benefit will be realised.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset
current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities;
and they relate to the same taxable authority on either the same taxable entity or different taxable
entities which intend to settle simultaneously.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
30
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Property, plant and equipment
An item of property, plant and equipment is initially measured at cost. Cost includes the purchase
prices and other expenditures directly attributable to bringing the assets to the location and condition
for its intended use.
Subsequent expenditure relating to the assets is added to the carrying values of the assets when it
is probable that future economic benefits associated with the asset, in excess of the originally
assessed standards of performance, will flow back to the Company and the Group. All other
subsequent expenditure is recognised in profit or loss. All other repairs and maintenance are charged
to the statement of comprehensive income during the financial period in which they are incurred.
Depreciation is calculated on the straight-line method to write off the cost of each asset to its residual
value over its estimated useful life as follows:
%
Improvements to premises
10
Plant and machinery
10
Office equipment
20
Motor vehicles
20
Assets in the course of construction are not depreciated. The residual values, useful lives and
depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. The effects
of any revisions are recognised in profit or loss when the changes arise.
Where the carrying amount of an asset is greater that its estimated recoverable amount, it is written
down immediately to its recoverable amount. On disposal of an item of property, plant and
equipment, the cost and related accumulated depreciation and impairment losses, if any, are
derecognised and the difference between the disposal proceeds and the carrying amount is
recognised in profit or loss.
On disposal of an item of property, plant and equipment, the cost and related accumulated
depreciation and impairment losses, if any, are derecognised and the difference between the
disposal proceeds and the carrying amount is recognised in profit or loss.
Intangible assets
An intangible asset is recognised if it is probable that the expected future economic benefits that are
attributable to the asset will flow to the Group and the cost of the asset can be measured reliably.
Intangible assets acquired separately are initially measured at cost. Indefinite life intangible assets
are not amortised and are subsequently measured at cost less any impairment. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment.
Amortisation of intangible assets with finite useful lives is calculated on the straight-line method to
write off the cost of each asset to its residual value over its estimated useful life.
The estimated useful lives, residual values, and amortisation method of intangible assets are
reviewed at each reporting date. The effects of any revision are recognised in profit or loss when the
changes arise.
On disposal of of an intangible asset, the cost and related accumulated amortisation and impairment
losses, if any are derecognised and the difference between the disposal proceeds and the carrying
amount is recognised in profit or loss.
Intangible assets acquired as part of a business combination, other than goodwill, are initially
measured at fair value at the date of acquisition.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
31
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Intangible assets - continued
Goodwill and suppliers’ agreements
Goodwill and suppliers’ agreements arise on the acquisition of a business. These intangible assets
are not amortised. Instead, these are tested annually for impairment, or more frequently if events or
changes in circumstances indicate that it might be impaired and is carried at cost less accumulated
impairment losses. Impairment losses are taken to profit or loss and are not subsequently reversed.
Key money
The Group’s other intangible asset pertains to key money. This represents expenditure associated
with acquiring existing operating lease agreements for shops where there is an active market, or the
shop is ready for its intended use.
The amortisation of key money is calculated on the straight-line method to write off the cost of each
asset to its residual value over its estimated useful life of 2-14 years.
Intellectual Property
The intellectual property of the Company pertains to a trademark. This intangible asset is not
amortised but is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that it might be impaired. The asset is carried at cost less impairment losses.
Leases
IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for a consideration. Leases are recognised as a right-of-use
asset and a corresponding liability at the commencement date, being the date at which the leased
asset is available for use by the Group.
Right-of-use asset
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and
the estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at
the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is
calculated using the estimated useful life of the asset. The right-of-use assets are also subject to
impairment.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
32
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Leases - continued
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term and discounted at the Group’s
incremental borrowing rate of five percent (5%). The lease payments include fixed payments less
any lease incentives receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating the lease, if the lease term reflects the Group exercising the option to
terminate. Variable lease payments that do not depend on an index or a rate are recognised as
expenses in the period in which the event or condition that triggers the payment occurs.
Lease payments on short-term leases (i.e. leases that have a lease term of 12 months or less from
the commencement date and do not contain a purchase option) and leases of low value assets are
recognised as an expense on a straight-line basis over the lease term.
Investment in subsidiaries
Subsidiaries are all those entities over which the Company has control, i.e., when the Company is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity.
Investment in subsidiaries are initially recognised at cost, being the fair value of the consideration
given, including acquisition costs and are subsequently carried at cost less accumulated impairment
losses, if any. Dividend income is recognised when the Company’s right to receive payment is
established.
Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where
there has been an impairment in the value of an investment, it is recognised as an expense in the
period in which the diminution is identified.
Investment in associate
Associates are entities over which the Company has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control
or joint control over those policies.
Investments in associates are initially recognised at cost, including transaction costs. Subsequently,
investments in associates are accounted for using the equity method, that is, the carrying amount is
increased or decreased to recognise the Company’s share of the profit or loss and other
comprehensive income of the associate, adjusted where necessary to ensure consistency with the
accounting policies of the Company.
When the Company’s share of losses in an associate equals or exceeds its interest in the associate,
including any other unsecured receivables, the Company does not recognise further losses, unless
it has obligations or made payments on behalf of the associate.
The Company determines whether there is objective evidence that the investment in associate
undertaking is impaired. If there is such evidence, the Company calculates the amount of impairment
as the difference between the recoverable amount of the associate undertaking and its carrying
value. The Company recognised the loss within the statement of comprehensive income.
Gains and losses arising from partial disposals or dilutions in investments in associates are
recognised in profit or loss.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
33
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment in associate - continued
Investments in associates are recognised when the Company loses significant influence. Any
retained interest in the entity is remeasured at its fair value. The difference between the carrying
amount of the retained investment at the date when significant influence is lost and its fair value is
recognised in profit or loss.
Inventories
Inventories are assets held for sale in the ordinary course of business. Inventories are carried at the
lower of cost and net realisable value (NRV). Cost is calculated using the first-in, first-out (FIFO)
method. The inventory costs comprise all costs of purchase, cost of conversion and other costs
incurred in bringing the inventories to their present location and condition. The NRV value represents
the estimated selling price in the ordinary course of business less the estimated costs of completion
and the costs to be incurred in marketing, selling and distribution.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial assets and financial liabilities are recognised
when the Company and the Group becomes a party to the contractual provisions of the financial
instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities are derecognised when they are extinguished, discharged, cancelled or expired.
Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive income; and
• financial assets at fair value through profit or loss.
The Group and parent Company classifies its financial assets in the amortised cost measurement
category. The classification depends on the entity’s business model for managing the financial
assets and the contractual terms of the cash flows.
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model
whose objective is to collect contractual cash flows (“hold to collect”) and the contractual terms
give rise to cash flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction
costs that are directly attributable to the acquisition of the financial asset. Discounting is omitted
where the effect of discounting is immaterial. Trade receivables without a significant financing
component are measured at the transaction price as a practical expedient.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective
interest method less impairment losses, if any. Gain or losses are recognised in profit or loss when
the asset is derecognised, modified, or impaired.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
34
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY - continued
Financial instruments - continued
Financial assets - continued
Financial assets at amortised cost - continued
Financial assets are derecognised when the rights to receive cash flows have expired or have been
transferred and the group has transferred substantially all the risks and rewards of ownership. When
there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is
written off.
Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where
there has been an impairment in the value of an investment, it is recognised as an expense in the
period in which the diminution is identified.
The Company’s financial assets under this classification include loans receivable, trade and other
receivables and cash and cash equivalents.
Impairment of financial assets
The Company and the Group recognises an allowance for expected credit losses (ECLs) on financial
assets that are measured at amortised cost.
ECLs are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Company and the Group expects to receive, discounted at
an approximation of the original effective interest rate. The resulting impairment allowance is
insignificant to the company’s financial position and results.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a
loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (lifetime ECL).
For trade receivables, the group and the company apply the simplifies approach permitted by IFRS
9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
See note 18 for further details.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the
identified impairment losses are insignificant.
Financial liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured as follows:
• financial liabilities at amortised cost; and
• financial liabilities at fair value through profit or loss.
The Company and the Group’s financial liabilities are mainly financial liabilities at amortised cost.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
35
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY - continued
Financial instruments - continued
Financial liabilities - continued
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and
are subsequently measured at amortised cost using the effective interest method. All interest-related
charges under the interest amortisation process are recognised in profit or loss.
The group derecognises as a financial liability from its statement of financial position when the
obligation specified in the contract or arrangement is discharged, is cancelled or expires. On
derecognition, the difference between the carrying amount of the financial liability (or part of a
financial liability) extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, are recognised in profit or loss.
The Company’s financial liabilities under this classification include bonds payable, and trade and
other payables.
The Group’s financial liabilities under this classification include bonds payable, interest-bearing loans
and borrowings, lease liabilities and trade and other payables.
Segment reporting
The operations of the Group determines and presents segments based on the information that
internally is provided to the Board of Directors, which is the Group’s chief operating decision maker
in accordance with the requirements of IFRS 8 ‘Operating Segments’. The operating segments
consist of three segments, retailing of food and beverages, importation of food and beverages items
for the outlets and the provision of services.
An operating segment is a component of the Group that engages in business activities from which it
may earn revenues and incur expenses, including revenues under The Convenience Shop brand,
and expenses that relate to transactions with any of the Group’s other components, and for which
discrete financial information is available. An operating segment’s operating results the provision of
selected services to support the retail network. These operations are reviewed regularly by the Board
of Directors to make decisions about resources to be allocated to carried out entirely on the local
market. The board of directors assesses the segment and to assess its performance executing on
an outlet-by-outlet level since revenue is largely driven by the function of significant numbers of
consumers buying the chief operating decision maker range of products through its entire network
of shops.
The operating segments relating to importation and the provision of services do not meet any of the
quantitative thresholds laid out in the relevant accounting standards to be considered reportable, and
separately disclosed. Furthermore, management believes that these operating segments can be
aggregated with the retailing of food and beverage items operating segment given that the three
operating segments have similar economic characteristics and share a majority of the aggregation
criteria laid out in IFRS 8 Operating Segments. The aggregated financial performance of the three
segments is represented in the Consolidated Statement of Comprehensive Income.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
36
NOTES TO THE FINANCIAL STATEMENTS - continued
3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with IFRS as adopted by the EU requires
management to make judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. The directors have considered
the development, selection and disclosure of the Company’s critical accounting policies and
estimates and the application of these policies and estimates. Estimates and judgements are
continually evaluated and are based on historical and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
In the opinion of the Company’s directors, except for the matters disclosed below, the accounting
estimates and judgements made in the course of preparing these financial statements are not
difficult, subjective or complex to a degree which would warrant their disclosure in terms of the
requirements of IAS 1 Presentation of Financial Statements, except for the matters described below.
Business combinations
As discussed in Note 2, the Group accounted for acquisitions in accordance with IFRS 3 Business
Combinations. The purchase consideration was based on the book value of the assets and liabilities
of the acquired business. The directors have assessed and agreed that this is representative of the
fair value, hence no adjustment was deemed necessary.
Impairment assessment of intangible assets with indefinite useful lives
The Group tests annually, or more frequently if events or changes in circumstances indicate
impairment, whether goodwill and suppliers’ agreements have suffered any impairment, in
accordance with the accounting policy stated in Note 2.
The recoverable amounts of cash-generating units have been determined based on value-in-use
calculations. These calculations require the use of assumptions, including estimated discount rates
based on the current cost of capital and growth rates of the estimated future cash flows.
4. REVENUE
Group
Company
2024
2023
2024
2023
€
€
€
€
Dividend income
-
-
923,076
1,384,615
Royalty fee income
-
-
865,707
846,422
Sale of goods
42,167,731
41,938,625
-
-
Fees, commissions and other
revenue
4,211,035
4,375,823
-
-
46,378,766
46,314,448
1,788,783
2,231,037
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
37
NOTES TO THE FINANCIAL STATEMENTS - continued
5. OPERATING PROFIT
The operating profit is stated after charging:
Group
Company
2024
2023
2024
2023
€
€
€
€
Employee benefit expense (Note 6)
5,778,669
5,185,072
-
35,800
Directors’ remuneration
267,685
220,690
41,904
30,626
Auditors’ remuneration
- Statutory audit
41,200
37,450
16,000
14,500
- Tax compliance services
3,100
3,100
600
600
- Other non-assurance services
4,500
4,500
4,500
4,500
- Other assurance services
1,500
1,500
1,500
1,500
Cost of sales
33,009,472
32,747,779
-
-
Subcontracted labour
1,792,386
1,693,111
-
-
Provision on impairment of
receivables and loans receivable
20,866
-
261,639
-
Depreciation of property, plant and
equipment (Note 11)
911,107
784,077
-
-
Depreciation of right of use asset
(Note 13)
1,257,587
1,007,549
-
-
Amortisation of intangible assets
(Note 12)
141,232
127,831
-
-
During the year, directors’ remuneration amounting to €46,697 (2023: €54,300) were capitalised
within property, plant and equipment.
6. EMPLOYEE BENEFIT EXPENSE
Employee benefit expense incurred during the year were as follows:
Group
Company
2024
2023
2024
2023
€
€
€
€
Salaries and wages
5,420,441
4,876,161
-
34,152
Social security costs
322,611
299,278
-
1,600
Maternity fund contribution
35,617
9,633
-
48
5,778,669
5,185,072
-
35,800
The average number of persons employed by the Group and the Company during the year were 298
and Nil respectively (2023: 281 employees for the Group and 1 employee for the Company). The
non-executive directors received their remuneration from the Company.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
38
NOTES TO THE FINANCIAL STATEMENTS - continued
7. OTHER INCOME
Group
Company
2024
2023
2024
2023
€
€
€
€
Commission income
75,839
45,520
-
-
Rental income
442,621
596,682
-
-
Government grants
-
16,432
-
-
Other income
152,524
249,132
7,472
-
Management fee
-
-
60,000
60,000
670,984
907,766
67,472
60,000
8. FINANCE COSTS
Group
Company
2024
2023
2024
2023
€
€
€
€
Interest expense on bonds payable
(Note 20)
250,000
250,000
250,000
250,000
Interest expense on bank loan
(Note 20)
79,666
44,739
-
-
Interest expense on lease liabilities
(Note 23)
642,492
522,287
-
-
Other interest and financing
expenses
624
7,462
608
1,544
972,782
824,488
250,608
251,544
9. FINANCE INCOME
Group
Company
2024
2023
2024
2023
€
€
€
€
Interest income from loans receivable
(Note 16)
-
-
318,500
318,500
-
-
318,500
318,500
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
39
NOTES TO THE FINANCIAL STATEMENTS - continued
10. TAX EXPENSE
The tax charged to profit or loss comprised of the following:
Group
Company
2024
2023
2024
2023
€
€
€
€
Current tax charge
406,300
822,093
186,700
460,125
Deferred tax credit
(124,113)
(351,414)
-
-
282,187
470,679
186,700
460,125
The tax on the Group and the Company’s profit before tax differs from the theoretical tax charge that
would arise using the applicable tax rate in Malta of 35% as follows:
Group
Company
2024
2023
2024
2023
€
€
€
€
Profit before tax
1,637,638
3,102,854
1,333,429
2,161,064
Tax on profit at 35%
573,173
1,085,999
466,700
756,372
Non-deductible expenses
31,405
80,752
-
-
Difference between tax base and
carrying amounts of property, plant
and equipment
154
(5,175)
-
-
Intangible assets amortisation tax
benefit
(280,000)
(296,248)
(280,000)
(296,247)
Absorbed tax losses
-
(37,545)
-
-
Income not subject to tax
(7,518)
-
-
-
Absorbed capital allowances
(1,006)
(668)
-
-
Unabsorbed capital allowances
44,707
44,753
-
-
Other differences between accounting
and tax deductible items of
expenditure
(78,728)
(401,189)
-
-
282,187
470,679
186,700
460,125
Deferred income taxes are calculated on all temporary differences under the liability method and are
measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled based on tax rates (and tax laws) that have been enacted by the end of the reporting
period. The principal tax rate used is 35% (2023: 35%). The movement on the deferred tax account
is as follows:
Group
Company
2024
2023
2024
2023
€
€
€
€
At the beginning of the year
195,573
(155,842)
-
-
Credited to profit or loss
124,113
351,415
-
-
At the end of year
319,686
195,573
-
-
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
40
NOTES TO THE FINANCIAL STATEMENTS - continued
10. TAX EXPENSE - continued
The balance as at 31 December represents:
Group
Company
2024
2023
2024
2023
€
€
€
€
Tax effect on temporary differences arising
from:
- Differences between tax base and
carrying amounts of fixed assets
(317,219)
(244,901)
-
-
- Difference arising from leases
556,534
433,550
-
-
- Provision on doubtful debts
13,422
6,924
-
-
- Unabsorbed capital allowances
66,949
-
-
-
319,686
195,573
-
-
Deferred taxation is principally composed of deferred tax assets and liabilities which are to be
recovered and settled after more than twelve months.
As at 31 December 2024, the Group had a potential deferred tax asset of €272,223 (2023: €212,699)
emanating from unabsorbed capital allowances, unutilised tax losses and differences in the carrying
amount and tax base of fixed assets relating to two of the group companies. This amount has not
been recognised in the statement of financial position since the directors do not consider it prudent to
recognise such asset.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
41
NOTES TO THE FINANCIAL STATEMENTS - continued
11. PROPERTY, PLANT AND EQUIPMENT
THE GROUP
Improvements
to premises
Plant and
machinery
Office
equipment
Motor
vehicles
Assets under
construction
Total
€
€
€
€
€
€
Cost
As at 1 January 2023
3,670,709
2,190,352
1,247,644
60,009
-
7,168,714
Additions
164,083
413,591
291,024
22,850
320,648
1,212,196
Balance at 31 December 2023
3,834,792
2,603,943
1,538,668
82,859
320,648
8,380,910
Accumulated depreciation
As at 1 January 2023
(1,754,273)
(1,006,839)
(744,447)
(39,350)
-
(3,544,909)
Depreciation
(356,689)
(218,274)
(197,263)
(11,851)
-
(784,077)
Balance at 31 December 2023
(2,110,962)
(1,225,113)
(941,710)
(51,201)
-
(4,328,986)
Carrying amount
At 31 December 2023
1,723,830
1,378,830
596,958
31,658
320,648
4,051,924
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
42
NOTES TO THE FINANCIAL STATEMENTS - continued
11. PROPERTY, PLANT AND EQUIPMENT - continued
THE GROUP
Improvements
to premises
Plant and
machinery
Office
equipment
Motor
vehicles
Asset under
construction
Total
€
€
€
€
€
€
Cost
As at 1 January 2024
3,834,792
2,603,943
1,538,668
82,859
320,648
8,380,910
Additions and commissioned
assets
1,109,782
613,184
530,785
-
(313,560)
1,940,191
Disposals
(84)
-
(1,572)
-
-
(1,656)
Balance at 31 December 2024
4,944,490
3,217,127
2,067,881
82,859
7,088
10,319,445
Accumulated depreciation
As at 1 January 2024
(2,110,962)
(1,225,113)
(941,710)
(51,201)
-
(4,328,986)
Depreciation
(400,460)
(260,775)
(239,888)
(9,984)
-
(911,107)
Release on disposal
25
-
970
-
-
995
Balance at 31 December 2024
(2,511,397)
(1,485,888)
(1,180,628)
(61,185)
-
(5,239,098)
Carrying amount
At 31 December 2024
2,433,093
1,731,239
887,253
21,674
7,088
5,080,347
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
43
NOTES TO THE FINANCIAL STATEMENTS - continued
12. INTANGIBLE ASSETS
THE GROUP
Goodwill
Suppliers
agreements
Intellectual
Property
Key
money
Total
€
€
€
€
€
Cost
As at 1 January 2023
5,124,870
3,099,647
4,000,000
1,589,950
13,814,467
Additions
-
-
-
155,000
155,000
Balance at 31 December 2023
5,124,870
3,099,647
4,000,000
1,744,950
13,969,467
Accumulated amortisation
As at 1 January 2023
-
-
-
(347,959)
(347,959)
Amortisation
-
-
-
(127,831)
(127,831)
Balance at 31 December 2023
-
-
-
(475,790)
(475,790)
Carrying amount
At 31 December 2023
5,124,870
3,099,647
4,000,000
1,269,160
13,493,677
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
44
NOTES TO THE FINANCIAL STATEMENTS - continued
12. INTANGIBLE ASSETS - continued
THE GROUP
Goodwill
Suppliers
agreements
Intellectual
property
Key money
Total
€
€
€
€
€
Cost
As at 1 January 2024
5,124,870
3,099,647
4,000,000
1,744,950
13,969,467
Additions
-
-
-
370,000
370,000
Balance at 31 December 2024
5,124,870
3,099,647
4,000,000
2,114,950
14,339,467
Accumulated amortisation
As at 1 January 2024
-
-
-
(475,790)
(475,790)
Amortisation
-
-
-
(141,232)
(141,232)
Balance at 31 December 2024
-
-
-
(617,022)
(617,022)
Carrying amount
At 31 December 2024
5,124,870
3,099,647
4,000,000
1,497,928
13,722,445
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
45
NOTES TO THE FINANCIAL STATEMENTS - continued
12. INTANGIBLE ASSETS - continued
13. RIGHT OF USE ASSETS
The Group leases several properties which it operates as retail outlets. The terms of the leases range
from 1 to 16 years commencing on 1 September 2019. Lease payments are subject to escalations.
The Group also has leases which it uses as a warehouse and an office space. The term of the lease
is 8 years and 11 months commencing on 1 September 2018. Lease payments are subject to
escalation of 3% every four years starting on 1 May 2019.
The Group also has leases which it uses as its head office. The term of the lease is of 15 years
commencing from 1 July 2023. Lease payments are subject to escalations.
THE COMPANY
Intellectual
property
€
Cost and carrying amount
As at 31 December 2023 and 31 December 2024
4,000,000
THE GROUP
Total
€
Cost
As at 1 January 2023
12,057,080
Additions
3,178,011
Closure of outlets
(77,438)
Lease modification
(271,112)
Balance at 31 December 2023
14,886,541
Accumulated depreciation
As at 1 January 2023
(3,267,806)
Depreciation
(1,007,549)
Closure of outlets
77,438
Lease modification
116,498
Balance at 31 December 2023
(4,081,419)
Carrying amount
At 31 December 2023
10,805,122
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
46
NOTES TO THE FINANCIAL STATEMENTS - continued
13. RIGHT-OF-USE ASSETS - continued
14. INVESTMENT IN SUBSIDIARIES
Company
2024
2023
2024
2023
% of
shares
held
% of
shares
held
€
€
At cost:
The Convenience Shop Limited
(Note i)
100
100
200,000
100,000
The Convenience Shop for Puttinu
Cares Limited (Note ii)
99
99
1,199
1,199
The Convenience Shop (Management)
Limited (Note iii)
100
100
50,000
1,200
Daily Retail Challenges (Note iv)
80
80
960
960
Aynic & Co Limited (Note v)
100
100
67,988
67,988
320,147
171,347
THE GROUP
Total
€
Cost
As at 1 January 2024
14,886,541
Additions
1,595,405
Closure of outlets
(273,250)
Balance at 31 December 2024
16,208,696
Accumulated depreciation
As at 1 January 2024
(4,081,419)
Depreciation
(1,257,587)
Closure of outlets
135,667
Balance at 31 December 2024
(5,203,339)
Carrying amount
At 31 December 2024
11,005,357
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
47
NOTES TO THE FINANCIAL STATEMENTS - continued
14. INVESTMENT IN SUBSIDIARIES - continued
During the year, the Company held the following investments:
i. 200,000 (2023: 100,000) ordinary shares with a nominal value of €1 each of which, €101,200
(2023: €1,200) were acquired on subscription and the remaining €98,800 was capitalised as
a capital contribution.
ii. 1,199 ordinary shares with a nominal value of €1 each for a total consideration of €1,199.
iii. 50,000 (2023: 1,200) ordinary shares with a nominal value of €1 each for a total consideration
of €50,000 (2023: €1,200).
iv. 960 ordinary shares with a nominal value of €1 each for a total consideration of €960.
v. 100,000 ordinary shares with a nominal value of €1 each for a total consideration of €67,988.
The following summarises the financial position and performance of the Company’s subsidiaries as
at and for the year ended 31 December 2023 and 31 December 2024:
31 December 2023
Subsidiaries
Registered Office
Capital and
reserves
Profit/(loss)
for the year
€
€
The Convenience Shop
Limited
Marant Food Products, Mdina
Road, Zebbug ZBG 9017,Malta
1,448,307
1,607,528
The Convenience Shop
for Puttinu Cares Limited
Marant Food Products, Mdina
Road, Zebbug ZBG 9017,Malta
65,749
64,477
The Convenience Shop
(Management) Limited
Marant Food Products, Mdina
Road, Zebbug ZBG 9017,Malta
1,609,862
438,776
Daily Retail Challenges
Limited
Marant Food Products, Mdina
Road, Zebbug ZBG 9017,Malta
(74,716)
149,681
Aynic & Co. Limited
Marant Food Products, Mdina
Road, Zebbug ZBG 9017,Malta
(514,829)
(198,763)
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
48
NOTES TO THE FINANCIAL STATEMENTS - continued
14. INVESTMENT IN SUBSIDIARIES - continued
31 December 2024
Subsidiaries
Registered Office
Capital and
reserves
Profit/(loss)
for the year
€
€
The Convenience Shop
Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
1,481,007
755,224
The Convenience Shop for
Puttinu Cares Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
72,110
31,361
The Convenience Shop
(Management) Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
1,508,671
(140,176)
Daily Retail Challenges
Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(11,975)
62,741
Aynic & Co. Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(721,578)
(206,749)
15. INVESTMENT IN ASSOCIATE
Company
2024
2023
2024
2023
% of
shares
held
% of
shares
held
€
€
At cost:
Seafront Express Limited (Note i)
50
50
1,688
1,688
1,688
1,688
i. The Company through the acquisition of Seafront Express Limited owns 600 ordinary A
shares with a nominal value of €1 each for a total consideration of €1,688. The Company
exercises control over the associate, therefore it is being consolidated at group level.
The following summarises the financial position and performance of the Company’s associate as
at and for the year ended 31 December 2023 and 31 December 2024:
31 December 2023
Associate
Registered Office
Capital and
reserves
Profit for the
year
€
€
Seafront Express Limited
Marant Food Products, Mdina
Road, Zebbug ZBG 9017,
Malta
(61,298)
3,089
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
49
NOTES TO THE FINANCIAL STATEMENTS - continued
15. INVESTMENT IN ASSOCIATE - continued
31 December 2024
Associate
Registered Office
Capital and
reserves
Profit for the
year
€
€
Seafront Express Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(58,424)
2,874
16. LOANS RECEIVABLE
Company
2024
2023
€
€
Loans to subsidiaries
7,522,091
2,160,359
On 27 March 2019, the Company entered into a loan facility agreement with The Convenience Shop
Limited through which the balance of €4,900,000 was made available to the latter. An interest of
6.5% per annum accrued daily on the entire amount of the Loan Facility and was repayable annually
in arrears. The utilised amounts were repayable on the expiration of the loan facility period i.e. the
maturity date of the issued bond or the early redemption date if this option was exercised by the
lender. The interest income during the year amounted to €318,500 (2023: €318,500). On 31
December 2024, the Company entered into an agreement superseding the prior loan agreement,
for a loan facility up to €4,000,000. The loan incurs an interest of 3% per annum and is repayable
by not later than 31 December 2034. The outstanding balance as at 31 December 2024, net off
expected credit losses of €46,698, amounted to €3,575,424.
On 31 December 2024, the Company entered into an assignment agreement with The Convenience
Shop Limited and The Convenience Shop (Management) Limited, whereby the amount of
€3,816,734 receivable from The Convenience Shop Limited is now receivable from The
Convenience Shop (Management) Limited. On 31 December the Company entered into another
loan facility agreement with The Convenience Shop (Management) Limited for an additional loan
facility up to €730,000. The loans incur an interest of 3% per annum and are repayable by not later
than 31 December 2034. The outstanding balance as at 31 December 2024, net of expected credit
losses of €41,523, amounted to €3,179,188.
On 31 December the Company entered into a loan facility agreement with Aynic & Co Limited for a
loan facility up to €1,500,000 of which the amount of €936,022 was utilised as at year-end. The loan
incurs an interest of 3% per annum and is repayable by not later than 31 December 2034. The
outstanding balance as at 31 December 2024 net of expected credit losses of €168,544, amounted
to €767,479.
The Company’s exposure to credit risk relating to loans receivable is disclosed in Note 29.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
50
NOTES TO THE FINANCIAL STATEMENTS - continued
17. INVENTORIES
Group
2024
2023
€
€
Fast moving consumer goods
3,718,864
3,270,190
Consumables
64,971
47,920
Shop fittings
91,131
62,978
Stock provision
(77,736)
(183,273)
3,797,230
3,197,815
18. TRADE AND OTHER RECEIVABLES
Group
Company
2024
2023
2024
2023
€
€
€
€
Trade receivables - third parties
(Note i)
1,470,553
1,673,219
-
-
Trade receivables - related parties
(Note i)
-
-
375,365
-
Amounts owed by subsidiaries (Note ii)
-
-
-
5,924,147
Prepayments
324,328
312,588
13,077
13,655
Deposits
250,632
226,119
-
-
VAT receivable
-
55,342
-
-
Other receivables
3,128,026
2,325,416
217,610
-
Dividends receivable
-
-
500,000
600,000
Amounts owed by related parties
(Note ii)
291,691
236,157
39,308
36,800
Accrued income
-
31,567
-
-
5,465,230
4,860,408
1,145,360
6,574,602
i. The Group’s trade receivables are stated net of expected credit losses of €18,342 (2023:
€19,782) and the Company’s trade receivables are stated net of expected credit losses of
€4,874 (2023: €Nil).
ii. The amounts owed by subsidiaries and related parties are unsecured, interest-free and
have no fixed repayment date.
iii. The Group’s and Company’s exposure to credit and currency risk and impairment losses
relating to trade and other receivables is disclosed in Note 29.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
51
NOTES TO THE FINANCIAL STATEMENTS - continued
19. SHARE CAPITAL
Group and Company
2024
2023
€
€
Authorised
625,000,000 ordinary shares of €0.16 each
100,000,000
100,000,000
Issued and fully paid up
30,800,000 ordinary shares of €0.16 each
4,928,000
4,928,000
The ordinary shares carry identical voting rights at general meeting of the Group and Company,
are equally entitled to any distribution of dividends, and all classes of shares rank equally for any
residual assets of the Group and Company after the settlement of all liabilities in the event of the
winding up.
20. BORROWINGS
Group
Company
2024
2023
2024
2023
€
€
€
€
Non-current
Bank loan (Note i)
1,259,876
1,113,921
-
-
Bonds payable (Note ii)
4,875,114
4,848,616
4,875,114
4,848,616
6,134,990
5,962,537
4,875,114
4,848,616
Current
Bank loan (Note i)
411,734
482,421
-
-
Bank overdraft (Note iii)
250,695
-
-
-
662,429
482,421
-
-
i. The Group has the following bank loans:
The Convenience Shop Limited has the following banking facilities:
€131,726 (2023: €131,726) which is subject to 5.40% interest and is to be repaid over a
period of 12 years ending on 31 May 2025. As at 31 December 2024 the outstanding balance
is €128,940 (2023: €145,284).
€750,000 (2023: €750,000) which is subject to 3.5% and is to be repaid over a period of 10
years ending on 31 November 2030. As at 31 December 2024, €749,131 (2023: €749,131)
has been utilised and the outstanding balance as at year end amounted to €471,107 (2023:
€542,172).
The above facilities are secured by a general hypothec over the Company’s assets.
€437,000 (2023: €437,000) relating to an Energy Loan Facility Agreement, which is subject
to 5.15% and is to be repaid over a period of 3 years 9 months ending on 30 June 2029. The
Company is eligible to an interest rate subsidy of 5.15% on the interest paid. As at 31
December 2024, €437,000 (2023: €437,000) has been utilised and the outstanding balance
as at year end amounted to €291,733 (2023: €408,427).
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
52
NOTES TO THE FINANCIAL STATEMENTS - continued
20. BORROWINGS - continued
In 2023, the Company entered into a Business Loan facility for the amount of €400,000 with
annual interest of 5.65 % and repayable within 7 years and 6 months with a 6-month
moratorium period ending on 31 October 2031. The facility is secured by a pledge from The
Convenience Shop (Management) Limited and guarantees from related parties and third
parties. As at 31 December 2024 €388,392 (2023: €Nil) has been utilised and the
outstanding balance as at 31 December 2024 amounted to €376,270 (2023: €Nil).
In September 2024, The Convenience Shop Limited entered into another general banking
facility for the amount of €2 million to acquire and renovate new and existing outlets, with
an annual interest rate of 3.25% per annum over the bank’s base rate currently at 2.25%.
The facility has not been used by end of 2024.
Aynic & Co. Limited has a banking facility of €500,000 which is secured by a general
hypothec over the Company's assets, by general and special hypothecs over assets of third
parties and by a pledge on insurance policy. The rate of interest during the year was 3.50%
and is to be repaid by no later than 19 July 2026. The outstanding balance as at 31
December 2024 amounted to €131,311 (2023: €195,001).
The Convenience Shop (Management) Limited has the following banking facilities:
On 25 August 2023, The Convenience Shop (Management) Limited entered into an Energy
Loan Facility Agreement for the amount of €312,400 with annual interest rate of 5.15% and
repayable over a period not exceeding 3 years and 9 months. The Convenience Shop
(Management) Limited is eligible to an interest rate subsidy of 5.15% on the interest paid for
the duration of the loan term. The facility is secured by a pledge from The Convenience Shop
(Management) Limited and guarantees from related parties and third parties. The
outstanding balance as at year end amounted to €191,804 (2023: €305,458).
In 2023, The Convenience Shop (Management) Limited entered into a Business Loan facility
agreement for the amount of €100,000 with annual interest of 5.65% and repayable within
seven years and 6 months with a 6-month moratorium period. This facility was used starting
March 2024. The outstanding balance as at year end amounted to €80,445 (2023: €Nil).
In September 2024, The Convenience Shop (Management) Limited entered in another
general banking facility for the amount of €500,000 with an annual interest of 3.25% per
annum over the bank's base rate which is currently at 2.25%. The facility has not been used
by end of 2024
ii. The Convenience Shop (Holding) plc issued bonds for an aggregate amount of €5,000,000
during the period ended 31 December 2019. The Bonds are subject to interest at the rate of
5% per annum and are repayable in full upon maturity on 8 March 2029 unless previously
re-purchased and cancelled, or the Company exercises the option to redeem all or any part
of the Bonds at their nominal value prior to the Redemption Date, between 8 March 2026
and 8 March 2029.
iii. The Convenience Shop Limited has an overdraft facility of €250,000 (2023: €Nil) to finance
working capital which is subject to 5.40% interest and is repayable on demand.
iv. The Group and Company’s exposure to liquidity risk relating to loans is disclosed in Note
29.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
53
NOTES TO THE FINANCIAL STATEMENTS - continued
21. DIVIDENDS
Group
Company
2024
2023
2024
2023
€
€
€
€
Gross of income tax
Ordinary shares dividend
2,217,889
2,267,722
2,179,428
2,249,260
Net of income tax
Ordinary shares dividend
1,441,628
1,474,018
1,416,628
1,462,019
Net dividend per share
0.05
0.05
0.05
0.05
22. EARNINGS PER SHARE
Earnings per share is based on the profit for the financial year attributable to the ordinary equity
holders of The Convenience Shop (Holding) plc divided by the weighted average number of
ordinary shares in issue during the year and ranking for dividend.
Group
Company
2024
2023
2024
2023
Profit attributable to ordinary equity
holders
€1,355,450
€2,632,175
€1,146,729
€1,700,939
Issued Ordinary Shares at 1 January
30,800,000
29,800,000
30,800,000
29,800,000
Effect of Shares issued on 10 May
2023
-
1,000,0000
-
1,000,000
Weighted Average number of ordinary
shares at 31 December
31 December
30,800,000
30,443,836
30,800,000
30,443,836
Basic earnings per share for the
year attributable to ordinary equity
holders
€0.044
€0.086
€0.037
€0.056
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
54
NOTES TO THE FINANCIAL STATEMENTS - continued
23. LEASE LIABILITIES
Group
2024
2023
€
€
Current
972,500
838,587
Non-current
11,706,062
11,268,947
12,678,562
12,107,534
Group
2024
2023
€
€
Gross lease payments
Due after more than five years
8,983,524
8,891,611
Due after one year but within five years
6,346,902
5,961,733
Due within one year
1,606,596
1,451,915
16,937,022
16,305,259
Discounting
(4,258,460)
(4,197,725)
12,678,562
12,107,534
The carrying amount of lease liabilities recognised during the year is as follows:
Group
2024
2023
€
€
Opening balance
12,107,534
9,909,259
Additions
1,595,405
3,178,011
Release on disposals
(159,061)
-
Lease modification
-
(154,614)
Interest
642,492
522,287
Interest expense capitalised
-
48,963
Lease payments
(1,507,808)
(1,396,372)
12,678,562
12,107,534
The following are the amounts recognised in profit or loss relating to leases:
Group
2024
2023
€
€
Interest expense (Note 8)
642,492
522,287
Depreciation expense (Note 5)
1,257,587
1,007,549
1,900,079
1,529,836
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
55
NOTES TO THE FINANCIAL STATEMENTS - continued
24. TRADE AND OTHER PAYABLES
Group
Company
2024
2023
2024
2023
€
€
€
€
Non-current
Other payables
196,545
223,468
13,144
-
Group
Company
2024
2023
2024
2023
€
€
€
€
Current
Trade payables - third parties
9,447,865
7,448,632
12,390
90,713
Trade payables - related parties
189,863
579,791
-
-
Amounts owed to shareholders (i)
440,705
178,910
440,705
178,910
VAT payables
98,031
270,034
105,122
72,198
Accruals and deferred income
1,942,115
1,112,796
281,593
229,792
Other payables
287,300
288,083
1,015
18,550
12,405,879
9,878,246
840,825
590,163
i. The amounts owed to shareholders are unsecured, interest-free and have no fixed date of
repayment.
ii. The Group’s and Company’s exposure to liquidity risk relating to trade and other payables is
disclosed in Note 29.
25. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand and in banks, net of overdrawn bank balances.
Cash and cash equivalents included in the statement of cash flow reconcile to the amounts shown
in the statement of financial position as follows:
Group
Company
2024
2023
2024
2023
€
€
€
€
Cash in hand
289,518
352,749
-
-
Cash at bank
1,896,243
1,832,329
5,025
186,003
2,185,761
2,185,078
5,025
186,003
Bank overdraft and overdrawn bank
balances
(250,695)
(4)
-
-
1,935,066
2,185,074
5,025
186,003
The Group’s and Company’s exposure to credit risk relating to cash at bank is disclosed in Note 29.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
56
NOTES TO THE FINANCIAL STATEMENTS - continued
26. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The Group
Balance at
01.01.2023
Proceeds
Repayments
Non-cash
adjustment
Balance at
31.12.2023
€
€
€
€
Issuance of share
capital (including
share premium)
5,497,087
970,000
-
-
6,467,087
Bonds payable
4,824,262
-
(250,000)
274,354
4,848,616
Interest-bearing loans
1,020,712
750,000
(211,307)
36,937
1,596,342
Lease liabilities
9,909,259
-
(1,396,372)
3,594,647
12,107,534
21,251,320
1,720,000
(1,857,679)
3,905,938
25,019,579
The Group
Balance at
01.01.2024
Proceeds
Repayments
Non-cash
adjustment
Balance at
31.12.2024
€
€
€
€
Issuance of share
capital (including
share premium)
6,467,087
-
-
-
6,467,087
Bonds payable
4,848,616
-
(250,000)
276,498
4,875,114
Interest-bearing loans
1,596,342
473,096
(397,828)
-
1,671,610
Lease liabilities
12,107,534
-
(1,507,808)
2,078,836
12,678,562
25,019,579
473,096
(2,155,636)
2,355,334
25,692,373
The Company
Balance at
01.01.2023
Proceeds
Repayments
Non-cash
adjustment
Balance at
31.12.2023
€
€
€
€
€
Issuance of share
capital (including
share premium)
5,497,087
970,000
-
-
6,467,087
Bonds payable
4,824,262
-
(250,000)
274,354
4,848,616
10,321,349
970,000
(250,000)
274,354
11,315,703
The Company
Balance at
01.01.2024
Proceeds
Repayments
Non-cash
adjustment
Balance at
31.12.2024
€
€
€
€
€
Issuance of share
capital (including
share premium)
6,467,087
-
-
-
6,467,087
Bonds payable
4,848,616
-
(250,000)
276,498
4,875,114
11,315,703
-
(250,000)
276,498
11,342,201
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
57
NOTES TO THE FINANCIAL STATEMENTS - continued
27. CAPITAL COMMITMENTS
Capital commitments for capital expenditure with respect to property, plant and equipment
not provided for in these financial statements are as follows:
Group
2024
2023
€
€
Contracted but not provided
121,502
1,142,959
121,502
1,142,959
28. RELATED PARTY TRANSACTIONS
The Group and Company has related party relationships with companies over which there exists
common control and directors exercise common control. Transactions are carried out with related
parties on a regular basis and in the ordinary course of the business.
Group
2024
2023
€
€
Income from goods and services
Sale of goods and services to related parties
132,740
182,104
Recharge of payroll and other costs to related parties
432,689
496,475
Commission income from related parties
14,575
16,749
580,004
695,328
Expenditure for goods and services
Purchase of goods from related parties
1,022,398
1,596,262
Purchase of services from related parties
11,043
98,850
Rental expenses from related parties
117,642
127,408
1,151,083
1,822,520
Company
2024
2023
€
€
Income from goods and services
Sale of services to subsidiaries
925,707
933,402
Dividend income from subsidiaries
923,076
1,384,615
Finance income on loans to subsidiaries
318,500
318,500
2,167,283
2,636,517
Expenditure for goods and services
Recharge of payroll from subsidiaries
-
71,980
Purchase of services from related parties
-
34,074
-
106,054
The outstanding amounts arising from these transactions are disclosed in Notes 18, 20 and 24 to
the financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
58
NOTES TO THE FINANCIAL STATEMENTS - continued
29. FINANCIAL RISK MANAGEMENT
The Group and the Company’s activities exposed it to a variety of financial risks, including market
risk (cash flow and fair value interest rate risk), credit risk and liquidity risks.
The Company’s directors are responsible for managing the risks faced by the Group and Company.
This responsibility includes identifying, analysing, setting the appropriate risk limits and controls, and
monitoring adherence to such limits and controls. The Group and Company did not make use of
derivative financial instruments to hedge certain risk exposures during the current and preceding
financial periods.
At year-end, the Company’s financial assets are comprised of financial assets at amortised cost
namely loans receivable, trade and other receivables and cash and cash equivalents while the
Group’s financial assets at amortised cost comprise of loans receivables, trade and other
receivables and cash and cash equivalents. At year-end, there were no off-balance sheet financial
assets.
At year-end, the Company’s financial liabilities comprised of financial liabilities at amortised cost
namely bonds payable and trade and other payables while the Group’s financial liabilities at
amortised cost include bonds payable, borrowings, lease liabilities and trade and other payables. At
year-end, there were no off-balance sheet financial liabilities except as disclosed in Note 20 to the
financial statements.
Market risk
Market risk is the risk that changes in market prices (e.g. foreign exchange rates, interest rates and
equity prices) will affect the Company and the Group’s income or the value of its holdings of financial
instruments. The Company and the Group is exposed mainly to changes in interest rates.
Cash flow and fair value interest rate risk
Interest rate risk relates to the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The directors manage interest rate risk by
minimising variable-rate long-term borrowings.
The Group and Company’s income and operating cash flows are substantially independent of
changes in market interest rates. The Group is exposed to changes in market interest rates through
bank borrowings at variable interest rates. The Company’s bonds payable are at fixed interest rates
and therefore do not expose the Group and Company to cash flow and fair value interest rate risk.
Management monitors the level of floating rate borrowings as a measure of cash flow risk taken on.
Interest rates on these financial instruments are linked with the Central Intervention Rate issued by
the European Central Bank. The Group’s bank loans amounting to €1,671,610 (2023: €1,596,342)
are principal and interest payment loans. An official increase/decrease in interest rates of 100 basis
points would have an adverse/favourable effect on profit before tax of €16,716 per annum.
Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably possible at the end of the reporting period to be immaterial. Up to the end of the reporting
period, the group did not have any hedging arrangements with respect to the exposure of floating
interest rate risk.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
59
NOTES TO THE FINANCIAL STATEMENTS - continued
29. FINANCIAL RISK MANAGEMENT - continued
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group and Company.
Credit risk principally arises from cash and cash equivalents comprising deposits with financial
institutions, and other receivables, as well as credit exposures to wholesale and retail customers,
including outstanding receivables and committed transactions. The Group’s and the Company’s
principal exposures to credit risk as at the end of the reporting period are analysed as follows:
Group
Company
2024
2023
2024
2023
€
€
€
€
Financial assets at amortised cost:
Cash at bank
1,896,243
1,832,329
5,025
186,003
Trade receivables
1,470,553
1,673,219
375,365
-
Other receivables
3,128,026
2,325,416
217,610
-
Loans receivable
-
-
7,522,091
2,160,359
Amounts owed by subsidiaries
-
-
-
5,924,147
Amounts owed by related parties
291,691
236,157
39,308
36,800
6,786,513
6,067,121
8,159,399
8,307,309
The maximum exposure to credit risk at the end of the reporting period in respect of the financial
assets mentioned above is equivalent to their carrying amount as disclosed in the respective notes
to the financial statements.
Cash at Bank
The Group and Company’s cash is placed with reputable financial institutions, such that
management does not expect any institution to fail to meet repayments of amounts held in the name
of the companies within the group. While cash and cash equivalents are also subject to the
impairment requirements of IFRS 9, the identified impairment loss was insignificant.
Trade and other receivables
The Group and Company’s risk is managed through assessing the credit quality of its customers by
taking into account the financial position, past experience and other factors and incorporating
forward looking information such as economic conditions where the debtors operate and other
macroeconomic factors affecting the ability of the customers to settle the receivables.
Impairment of trade receivables
An impairment analysis is performed at each reporting date for these assets using the simplified
approach to measure the allowance ECL on trade receivables. The Group and Company determines
the allowance for ECL by using a provision matrix as they possess shared credit risk characteristics,
estimated based on historical credit loss experience based on the past due status of the debtors,
adjusted as appropriate to reflect current conditions and estimates of future economic conditions.
The Group’s loss allowances of €18,342 (2023: €19,782) were present at year end in respect of
trade and other receivables that were overdue and that were not expected to be recovered. Other
overdue trade receivables that were not impaired amounted to €Nil (2023: €126,074). The Group
and Company holds no security against these receivables. The Group’s unsecured overdue
amounts consisted of €Nil (2023: €240,997) that were less than three months overdue and €Nil
(2023: €229,852) that were greater than three months.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
60
NOTES TO THE FINANCIAL STATEMENTS - continued
29. FINANCIAL RISK MANAGEMENT - continued
Credit risk - continued
Loans receivable
The Company has adopted a 12-month ECL method to its loans receivable. As at 31 December
2024, the expected credit losses on the loans receivables from subsidiaries amounted to €256,765
(2023: €Nil).
Amounts due from subsidiaries and related parties
The Company’s receivables include receivables from subsidiaries. The Company monitors intra-
group credit exposures at individual entity level on a regular basis and ensures timely performance
of these assets in the context of overall Group liquidity management. The Company assesses the
credit quality of these related parties taking into account financial position, performance and other
factors. The Company takes cognisance of the related party relationship with these entities and
management does not expect any significant losses from non-performance or default.
Since amounts due from subsidiaries are repayable on demand, expected credit losses are based
on the assumption that repayment of the balance is demanded at the reporting date. Accordingly,
the expected credit loss allowance attributable to such balances is insignificant.
Collateral
The Company and the Group do not hold any collateral.
Liquidity risk
The Group and Company is exposed to liquidity risk in relation to meeting future obligations
associated with its financial liabilities, which comprise principally trade and other payables and
borrowings (refer to note 20 and 24). Prudent liquidity risk management includes maintaining
sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding
to meet the Group and Company’s obligations.
The directors manage liquidity risk by maintaining adequate cash reserves and/or available
borrowing facilities by continuously monitoring actual and forecast cash flows as well as the maturity
profiles of financial liabilities.
The table below analyses the Group and Company’s non-derivative financial liabilities into relevant
maturity groupings based on the remaining period at the end of the reporting period to the contractual
maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Balances due within twelve months equal their carrying amounts, as the impact of discounting is not
significant.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
61
NOTES TO THE FINANCIAL STATEMENTS - continued
29. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - continued
Group
Carrying
amount
Contractual
cash flows
Within
one year
One to five
years
Over five
years
€
€
€
€
€
31 December 2024
Bonds payable (Note 20)
4,875,114
6,250,000
250,000
6,000,000
-
Bank loan (Note 20)
1,671,610
1,705,275
378,758
1,049,495
277,022
Lease liabilities
12,678,562
16,937,022
1,606,596
6,346,902
8,983,524
19,225,286
24,892,297
2,235,354
13,396,397
9,260,546
31 December 2023
Bonds payable (Note 20)
4,848,616
6,500,000
250,000
1,000,000
5,250,000
Bank loan (Note 20)
1,596,342
2,377,136
404,150
1,650,295
322,691
Lease liabilities
12,107,534
16,305,259
1,451,915
5,961,733
8,891,611
18,552,492
25,182,395
2,106,065
8,612,028
14,464,302
Company
Carrying
amount
Contractual
cash flows
Within one
year
One to five
years
Over five
years
€
€
€
€
€
31 December 2024
Bonds payable (Note 20)
4,875,114
6,250,000
250,000
6,000,000
-
31 December 2023
Bonds payable (Note 20)
4,868,616
6,500,000
250,000
1,000,000
5,250,000
During the year under review the Group entered into a number of lease arrangements resulting in
outstanding lease liabilities of €12,678,562 (2023: €12,107,534) out of which €972,500 (2023:
€838,587) is repayable within the year (Note 23).
Fair value of financial instruments
As at year-end, the carrying amounts of the cash and cash equivalents, trade and other receivables
and payables reflected in the financial statements are reasonable estimates of fair value in view of
the nature of these instruments or the relatively short period of time between the origination of the
instruments and their expected realisation. The fair value of amounts owed by subsidiaries which
are current or repayable on demand is equivalent to their carrying amount. The fair value of the
Group’s non-current floating interest rate bank borrowings at the end of the reporting period is not
significantly different from the carrying amounts.
Timing of cash flows
The presentation of the financial assets and liabilities listed above under the current and non-current
headings within the statement of financial position is intended to indicate the timing in which cash
flows will arise.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
62
NOTES TO THE FINANCIAL STATEMENTS - continued
29. FINANCIAL RISK MANAGEMENT - continued
Capital risk management
The capital structure of the Company and the Group consists of debt, which includes the borrowings
disclosed in Note 20, and equity attributable to equity holders, comprising issued share capital and
retained earnings as disclosed in Note 19 to these financial statements and in the statement of
changes in equity.
The Company and the Group manages its capital to ensure that it will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of the debt and equity
balance.
30. COMPARATIVE INFORMATION
Certain comparative figures have been reclassified to conform with the current year's financial
statement presentation.
69
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T +356 2278 7000
www.rsm.com.mt
RSM Malta is a member of the RSM Network and trades as RSM. RSM is the trading name used by the members of the RSM network.
Each member of the RSM Network is an independent assurance, tax and consulting firm each of which practices in its own right.
The RSM network is not itself a separate legal entity of any description in any jurisdiction.
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of The Convenience Shop (Holding) plc
Report on the Audit of The Financial Statements
Opinion
We have audited the accompanying financial statements of The Convenience Shop (Holding) plc (“the
Company”) and the consolidated financial statements of the Company and its subsidiaries (together,
“the Group”), set out on pages 21 - 62, which comprise the statements of financial position as at 31
December 2024, the statements of comprehensive income, statements of changes in equity and
statements of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company
and of the Group as at 31 December 2024, and of their financial performance and their cash flows for
the year then ended in accordance with International Financial Reporting Standards (IFRS Accounting
Standards) as adopted by the European Union (“EU”), and have been properly prepared in accordance
with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with the additional report to the audit committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISA”). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company and of the Group
in accordance with the ethical requirements of both the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are
relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities
in accordance with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the parent company and its subsidiaries are in accordance with the applicable laws and regulations in
Malta and that we have not provided any non-audit services that are prohibited under Article 18A of the
Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the Group during the year ended 31 December 2024
are disclosed in Note 5 to the financial statements.
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To the Shareholders of The Convenience Shop (Holding) plc
Report on the Audit of the Financial Statements - continued
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Impairment assessment of intangible assets with indefinite useful lives
As disclosed in Note 12, the Group’s goodwill, suppliers’ agreements and intellectual property are
carried at €5.1 million, €3.1 million and €4 million respectively. The first two intangible assets arose from
the PPA exercise performed in 2019 whilst the intellectual property arose from the acquisition of ‘The
Convenience Shop’ trademark which was purchased from Jin Limited during the prior years.
In line with IAS 36, “Impairment of assets”, the directors are required to assess whether the intangible
assets with indefinite useful lives are potentially impaired.
The impairment assessment is subject to significant directors’ judgement and estimation in the following
areas;
1. the selection of an appropriate impairment model to be used, in this case, the discounted cash
flows model,
2. the assessment and determination of the expected cash flows
3. setting appropriate growth rates; and
4. selection of the appropriate discount rate.
In light of the significant directors’ judgement we consider this to be a key audit matter for our audit.
In responding to the significant judgement involved, our audit procedures included, assessing the
appropriateness of the impairment model, assessing the reasonableness of the key assumptions
employed in the valuation model, including the discount rate adopted with the help of our internal
valuation specialist, and we challenged and evaluated key assumptions related to revenue projection.
Inventory and sale of goods
The business is characterised by fast movement of consumer goods and operates 45 shops around
Malta. The inventory of the Group primarily consists of food, goods and other ancillary products that
are sold through its retail outlets in the fast-moving consumer goods industry. The revenue and
inventory processes are key drivers to the development of the business. We identified the accuracy
and existence of the inventory and revenue as an area of higher risk of material misstatement and
consequently, a key audit matter.
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Key Audit Matters - continued
Inventory and sale of goods - continued
As at 31 December 2024, the Group’s inventories amounted to €3.8 million, while revenue amounted to
€46.4 million as disclosed in Notes 17 and 4 to the financial statements. In responding to the risk
identified, we obtained an understanding of the revenue cycle, inventory management processes and
inventory count procedures. We assessed the design and implementation of the key controls over these
processes. We were not able to take a control reliant audit approach on certain assertions due to
weaknesses noted in the IT environment and inventory process. Where we noted deficiencies, we
extended the scope of our substantive procedures.
Our audit procedures also included, but were not restricted to, observing inventory count procedures at
selected shops and performing test counts. We traced our test counts to the inventory system to
determine if the system reflects actual count results. Analytical procedure on gross margin was
performed by linking the margin against supplier agreements and selling prices, on a sample basis.
Other Information
The directors are responsible for the other information. The other information comprises the general
information, directors’ report, the corporate governance - statement of compliance and the remuneration
report, but does not include the financial statements and our auditor's report thereon. Our opinion on
the financial statements does not cover the other information, and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we have obtained
prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether the
information given in the directors’ report is compliant with the disclosure requirements of Article 177 of
the same Act.
Based on the work we have performed, in our opinion:
• the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.
386);
• the information given in the directors’ report for the financial year for which the financial
statements are prepared is consistent with those in the financial statements; and
• in light of our knowledge and understanding of the Company and the Group, and their
environment obtained in the course of the audit, we have not identified material misstatements
in the directors’ report.
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To the Shareholders of The Convenience Shop (Holding) plc
Report on the audit of the financial statements - continued
Responsibilities of the Directors and those charged with Governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Maltese
Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s and
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Company and/or the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the financial reporting process of the
Group and the Company.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
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Auditor’s Responsibilities for the Audit of the Financial Statements - continued
• Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company and
the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Company and/or the Group to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current year and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
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To the Shareholders of The Convenience Shop (Holding) plc
Report on Other Legal and Regulatory Requirements
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Prospects MTF Rules and the Capital Market Rules issued by the Malta Financial Services
Authority require the directors to prepare and include in their Annual Report a Statement of Compliance
with the Code of Principals of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the
Capital Market Rules. The Statement’s required minimum contents are determined by reference to
Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied
with the provisions of the Code, presenting the extent to which the Company has adopted the Code
and the effective measures the Board has taken to ensure compliance throughout the accounting period
with those Principles.
The Prospects MTF Rules and the Capital Market Rules also require the auditor to include a report on
the Statement of Compliance prepared by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Report with respect to the information referred to in the Capital Market Rules 5.97.4 and 5.97.5.
We also assessed whether the Statement of Compliance includes all the other information required to
be presented as per Capital Market Rules 5.97. Our responsibilities do not extend to considering
whether this statement is consistent with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or its risk and control procedures.
In our opinion, the Statement of Compliance has been properly prepared in accordance with the
requirements of the Prospects MTF Rules issued by the Malta Stock Exchange and the Capital Market
Rules issued by the Malta Financial Services Authority.
Report on the Remuneration Report
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to
prepare a Remuneration Report including the contents listed in Appendix 12.2 to Chapter 12 of the
Capital Market Rules.
We are required to consider whether the information that should be provided under the Remuneration
Report, as required in terms of Appendix 12.2 to Chapter 12 of the Capital Market Rules, has been
included.
In our opinion, the Remuneration Report has been properly prepared in accordance with the
requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
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To the Shareholders of The Convenience Shop (Holding) plc
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281)
- the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF
Directive 6”) on the annual report of The Convenience Shop (Holding) plc for the year ended 31
December 2024, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual report, including the consolidated
financial statements and the relevant mark-up requirements therein, by reference to Capital Markets
Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Auditor’s responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual report, including the
consolidated financial statements and the relevant electronic tagging therein complies in all material
respects with the ESEF RTS based on the evidence we have obtained. We conducted our
reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
• Obtaining an understanding of the entity's financial reporting process, including the preparation
of the Annual report, in accordance with the requirements of the ESEF RTS.
• Obtaining the Annual report and performing validations to determine whether the Annual report
has been prepared in accordance with the requirements of the technical specifications of the
ESEF RTS.
• Examining the information in the Annual report to determine whether all the required taggings
therein have been applied and whether, in all material respects, they are in accordance with the
requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion, the Annual report for the year ended 31 December 2024 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
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To the Shareholders of The Convenience Shop (Holding) plc
Report on Other Legal and Regulatory Requirements - continued
Other matters on which we have to report by exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if, in our opinion:
• proper accounting records have not been kept; or
• proper returns adequate for our audit have not been received from branches we have not
visited; or
• the financial statements are not in agreement with the accounting records and returns; or
• we were unable to obtain all the information and explanations which, to the best of our
knowledge and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Market Rules to review the statement made by the
directors that the business is a going concern together with supporting assumptions or qualifications as
necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as statutory auditors of the Company by the shareholders of the Company
on 29 October 2019 for the period ended 31 December 2019 and we were subsequently reappointed
by the shareholders at the Company's general meeting for the financial years thereafter. The period of
uninterrupted engagement as statutory auditor of the Company is six financial years.
This copy of the audit report has been signed by
Conrad Borg (Principal)
for and on behalf of
RSM Malta
Registered Auditors
28 April 2025
