Final Results

Market Tech Holdings Limited

("Market Tech," the "Company" or the "Group")

Final Results for the 12 months ended 31 March 2015

Market Tech Holdings Limited (AIM: MKT), the holding company that combines 14 acres of iconic London real estate assets, including the main Camden Markets, with a Technology and e-commerce business, is pleased to announce its final results for the 12 month period to 31 March 2015.

Financial highlights

§ Total revenue of £30.1m, of which £20.1m from property & other and £10.0m from Technology & e-commerce

§ Profit before tax of £44.1m, resulting in basic EPS from continuing operations of 16.19p per share

§ Adjusted EBITDA* of £12m

§ Like-for-like property valuation uplift of £67m, representing 11.7% growth

§ Total property portfolio valuation of £753.7m

§ Group Net Asset Value at period end of £555.5m, representing 148.13p per share

§ EPRA Adjusted NAV** (property and other segment) of £527.9m, representing 140.76p per share

§ Cash and available undrawn facilities of £191m at financial year end

§ Successful December 2014 IPO, raising £100m of new equity capital, valuing the Company at £750m

§ Between IPO and 31 March 2015 the company has acquired a total of £99m of property assets

§ Subsequent raise of a £112.5m convertible bond

§ LTV on net debt of 27.9% with a weighted average maturity of 2.96 years

Pro forma highlights, directors' property valuation and current trading

§ Group unaudited 12 months pro forma financial highlights:

§ Revenues of £91.7m, of which rental income £30m and Technology & e-commerce £62m

§ Gross profit of £51.4m

§ Adjusted EBITDA of £23.2m

§ Adjusted EBITDA* per share from continuing operations 8.51p

§ Directors gross development valuation ("GDV") of £1.6bn

§ Directors estimate of adjusted NAV of £1,124m, representing 300p per share***

§ Gross rent for April and May 2015 of £4.4m, representing an increase of 43% on the prior year

§ Technology & e-commerce revenues for April and May 2015 of £17m, representing a like for like increase of 74% on the prior year before their acquisition by the Group

Operational highlights

§ Portfolio and acquisitive growth in both real estate and e-commerce driving value

§ Real estate acquisitions totalling £143m since IPO to widen estate and create multi-sector commercial opportunities for SMEs - completed strategic property acquisitions to date since IPO including The Interchange Building and Camden Lock freehold for £49m, Camden Wharf for £50m and Utopia Village for £44m

§ Contracts exchanged on Hawley Crescent for £31.1m

§ Two strategic acquisitions to boost key online platform and offering- Glispa GmbH acquired in March 2015 for £24.9m and Stucco Media acquired in May 2015 for £22.7m, which combined with existing e-commerce assets form the foundation for the Group's rapidly growing online business

§ Co-working initiative due to launch throughout late summer 2015 until the end of the year, providing flexible work spaces for c.1,000 people

§ Launch of camdenmarket.com, a consumer-facing e-commerce, technology and mobile marketing platform to leverage the world-renowned Camden brand and drive virtual footfall

§ Hawley Wharf redevelopment programme underway, with Mace (construction partner to the Olympic Delivery Authority) appointed as construction partner. Dynamic new canal-side mixed use scheme incorporating new state-of-the art trader-led market due for completion during financial year 2018, with a new school due by September 2016

§ Unification of the major Camden markets under common ownership for the first time in history creating unique c.13 acre prime real estate opportunity, which has increased to 14 acres post year end

§ Camden's position as a world-recognised retail destination further enhanced, attracting 28m visitors per year, the fourth most visited destination in the UK

Charles Butler, Chief Executive of Market Tech, commented:

"The year to 31 March 2015 has been the start of our transformation. Our successful IPO and initial fund raise has enabled the business to acquire more sites, commence redevelopment of key assets and develop its wider vision for Camden with its global audience. We have already commenced reinvigorating the unique Camden experience and truly believe that this unique c.13 acre real estate opportunity combined with a world-wide integrated e-commerce strategy has created one of the most exciting opportunities in the UK - for retailers and shareholders alike. Together we have a very exciting future together."

Financial statistics for the 12 months ended 31 March 2015

*Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss)

** EPRA adjusted NAV is defined as EPRA NAV calculated on the property and other segment net assets only.

*** Directors adjusted NAV is defined as director's estimate of GDV less future capex to complete the developments less year end fair value plus year end EPRA adjusted NAV.

- Ends -

There will be a presentation for analysts to be held at 9.00 am on 24 June 2015 at the offices of Bell Pottinger, 26 Southampton Buildings, London, WC2A 1AH.

There will also be a webcast of the presentation that can be viewed at: https://secure.emincote.com/client/market_tech/mt001/

For Audio: + 44 20 3059 8125

For further information:

About Market Tech

Market Tech combines the iconic Camden Market real estate assets with an e-commerce business operated through online platforms camdenmarket.com and market.com. Its real estate assets business is focused on retail, leisure and entertainment. The Company owns approximately 14 acres of real estate assets in Camden, including the Stables Market; Union Street Market, (also known as Buck Street Market); Camden Lock Market; and Hawley Wharf, (also known as Camden Lock Village). It also owns separate real estate assets on Camden High Street; Kentish Town Road; properties on Jamestown Road, (including the Camden Wharf Building); The Interchange Building on Oval Road and Utopia Village in Primrose Hill.

In recent months the Company has acquired two e-commerce businesses, enhancing its online platform. These strategic acquisitions have included Stucco Media, an e-commerce marketing platform; and Glispa, a Berlin-based mobile marketing business.

www.market-tech.com

Chairman's statement

I was delighted to be asked to join the Board of Market Tech in December 2014, prior to its successful IPO. Although we have been a listed company for only a handful of months, I feel that we have made a huge amount of progress across the whole business and confidence is high. As a Group we have started to put the building blocks in place to turn our vision of a Camden 'eco-system', synergising online and offline platforms, into reality. It is only through the tremendous effort put in by the management team, as well as those working across and with the Company, that we have been able to reach this stage in such a short space of time; and this has given us a strong platform from which to grow our operations.

Highlights

Aside from the IPO in December, which exceeded market expectations, a number of other financial and significant corporate milestones have been achieved.

In February we announced the acquisition of a further two real estate assets in Camden, The Interchange Building and Camden Wharf, both strategically located buildings that give us further visibility in the area. In April we completed the acquisition of a multi-let complex, Utopia Village; and in June we exchanged contracts on a property on Hawley Crescent, which is primarily let to the Open University.

The technology side of the business acquired Fiver London in December, a provider that will be used as a building block for our online platforms and distribution via camdenmarket.com and market.com. The distribution and market place will enable us to offer products from our c.800 existing Camden Market tenants to a global customer base.

In March the Group announced the acquisition of a majority stake in international mobile marketing company, Glispa, a specialist in the fast growing area of mobile applications. Post the year-end the Group announced the acquisition of Stucco Media, which operates an e-commerce marketing platform that will enable us to reach a global customer base at minimal costs. Through their client bases, these companies will provide Market Tech with access to global brands, innovative technology and a pool of talented and motivated individuals.

With our portfolio of real estate assets and digital service providers, we now have in place the infrastructure to implement our strategy. Over the next 12 months, the strength of our balance sheet will allow us to look at additional acquisition opportunities across all of our business areas.

Board and management

Along with my arrival on the Board, Market Tech secured the services of John Le Poidevin and Thomas Teichman. John was appointed as a Senior Independent Non-Executive Director on the Board and chairs the Audit Committee, whilst also sitting on the Remuneration and Nomination committee. Thomas was appointed as an Independent Non-Executive Director and sits on all three committees, chairing the Remuneration committee.

Our Senior Management Team is led by Charles Butler, Chief Executive Officer, and also comprises Andrew Bull, Chief Financial Officer and Mark Alper, our Group Property Director.

As a Company we believe that we have established the right vision and strategy for Market Tech and understand how to achieve our goals. We have worked hard over the past 12 months to ensure that a Board and management team are in place that brings together sector-specific knowledge and corporate experience to ensure we are able to deliver on our promises.

The Board's intention, over the next six to twelve months, is to gradually implement and follow the UK Corporate Governance Code in full. As the Chairman of what is a very young, enterprising company, part of my role is to ensure we implement best practice and that we have strong governance in place. We are fully committed to joining the main market within the year and as part of this will be focused on improving our transparency and accountability. In the short-term, following the recent acquisitions, a lot of hard work and strong leadership will be required to ensure a smooth integration period. This is our immediate priority: to establish better governance; settle in the new acquisitions; and prepare for growth.

Outlook

This is an exciting time to be part of the Market Tech story, as we look to build on the momentum generated in the short time since the IPO. London's position as a destination of choice for investment, tourism and consumers has never been stronger. By bringing the main Camden Market assets under single-ownership for the first time, I am confident that we can capitalise on evolving retail appetites which, coupled with our attractive real estate portfolio, will create lasting value for shareholders and a lasting legacy for the area.

The Group has ambitious growth and expansion plans and the IPO on AIM in December last year was only the beginning of what the Board believes will be an exciting journey for the Group as a listed company. In our admission document we stated that the Company intended to seek a listing on the Main Market in order to further our ability to access equity markets and enable a more flexible financing environment as we execute our strategy for the business. This remains the Boards intention and we will provide further updates in due course.

Neil Sachdev

Non-Executive Chairman

24 June 2015

Chief Executive's review

Our results represent an excellent performance across the Group and the period to March 2015 has been both the culmination and the start of a very exciting journey.

Successful IPO

At the end of December we successfully joined the AIM Market of the London Stock Exchange, raising £100 million and bringing all four iconic Camden markets under single ownership for the first time. The transparency and discipline that the listing has bought will be important for the Company moving forward. Our successful start to life as a public company has vindicated the decision to list, and with big expansion plans, the dual-access to the debt and equity markets is important. The IPO was extremely well supported by many leading institutions and the Company has a strong shareholder base who we are confident will continue to support us as we grow the business.

Delivering and developing the strategy

Over the period since IPO the Group has been focused on developing a strategy that is both ambitious and achievable. Following the post year-end activity, the Group now has the building blocks in place to begin constructing the Camden Market 'eco-system'. Much has happened in a short space of time and the focus has been on integrating the different strands of the business, from an operational and financial perspective, through to corporate social responsibility (CSR) and human resources. At the time of IPO, the Group's value was primarily driven by the property portfolio. In the intervening period we have worked to develop the Technology and e-commerce element to position the Company as a full service solution provider to retailers and to be at the forefront of online/offline retailing.

Property asset management, strategic acquisitions and co-working

Since joining AIM, Market Tech has acquired three new real estate assets. In March we took ownership of The Interchange Building and Camden Wharf. The Interchange Building is a key strategic asset, bordering Camden Market, an iconic canal side building in a central location. This acquisition also included the freehold of Camden Lock Market which is key in giving us full control as we move forward with our development plans. The building is delivering a strong initial rental yield, and significant uplift is expected as rents increase in the area.

Camden Wharf is situated across the canal from Camden Lock Market giving control over both sides of the canal. The Camden Wharf building has a high street frontage, and backs on to an existing building in the property portfolio on Jamestown Road. Both these properties border the estates of assets that we already own and will benefit from the overall uplift forecast off the back of the Hawley Wharf development on the site opposite.

Post period in April, we acquired Utopia Village, a well-known location with a strong music heritage and home to numerous small businesses. In June we exchanged contracts on Hawley Crescent, which is located near to the Group's main Camden Markets site and is primarily let to the Open University and includes commercial as well as residential units.

We have put a clear plan in place to drive additional value from our existing yielding assets which will include uplifts in rents as the area continues to catch up with surrounding areas. As part of this plan we are investing in our existing markets to enhance the user experience and work closely with our retailers to help increase customer average spend. We have a significant amount of unlet space within Stables Market and this is the start of our co-working initiative due to launch throughout late summer until the end of the year and provide flexible work spaces for up to 1,000 people. This fits very clearly with our strategy of not just providing spaces but an environment for retailers and small businesses to work together in a community of like-minded people and form part of our Camden eco-system where people can live, work, shop and socialise.

Development

We continue to make good progress on the five acre canal side Hawley Wharf development. Since the IPO we have achieved full vacant possession, commenced demolition on time and appointed Mace as the contractors to build the scheme. Mace has significant experience having completed several similar schemes and we are very pleased to be working with the company on this landmark development.

The development is on track with the school scheduled for completion by September 2016 and the remainder of the site due to be completed by the end of financial year 2018, creating an exciting destination including residential, retail, leisure and workspace on the canal in the heart of Camden Town.

Technology and e-commerce

We have made significant progress since the IPO. On the Technology side we have commenced the roll out of our integrated wallet based system to retailers allowing us to add additional services as we move through the year ahead. With free Wi-Fi throughout the high street and the imminent launch of the Camden market mobile app we will be in a position to further understand the needs and demands of our customers and engage prior, during and after their visit to Camden Market. We have now launched our online market place on camdenmarket.com for retailers both in our markets and similar creative retailers outside our markets to sell and distribute their products to a global audience.

To complement our Technology and e-commerce strategy we have made two strategic acquisitions since the IPO, the first being Glispa in March. Glispa is an innovator in the field of mobile and mobile app marketing, which fits with the Group's vision of online commerce being mobile-led. For the majority of retail companies whilst mobile customers make up a high percentage of their business however, current spend on mobile marketing is low due to the difficulties in accessing and tracking new customers. Glispa will provide us with an existing client base and revenues whilst also providing services to our retailers and driving mobile traffic to our online market places.

In May, post-period, we acquired Stucco Media, which operates an innovative and cost-effective algorithmic e-commerce marketplace technology for online retailers in international marketplaces such as eBay and Amazon. Stucco Media will allow us to expand our overall market place through its global client base whilst the intelligence it provides will complement the Group's other online assets in offering a full-service e-commerce solution.

Prior to the IPO, the Group acquired Fiver London. Market Tech intends to provide a number of services in order to integrate physical stores into an online market hub. This will include the provision of storage, a logistics centre and delivery distribution services for the retailer. Fiver London uses the warehouses at its distribution centre in Basildon and warehouse management software for the storage and delivery of products purchased by customers on the technology and online platforms, camdenmarket.com and market.com. Currently the Group is distributing over 10,000 items a day.

The Technology and e-commerce division is now highly profitable and cash flow positive and we will continue to integrate and develop it to further enhance our offering to existing and new retailers as a full service solution provider creating value via offline and online revenue generation.

Corporate Social Responsibility

Our understanding of the rich heritage of the Camden Market area is behind our efforts to ensure we do business in a sustainable and responsible manner. Since our arrival we have been engaged in a constant and proactive dialogue with a variety of local stakeholders, as well as looking at all of our environmental responsibilities and practices. A strong relationship with the local community and a legacy of positive contribution is a priority for the business. Our initiatives, policies and objectives, for both internal and external audiences, are at various stages of development and as further integration occurs, we will be in a position to more clearly define these.

Financial performance

The Group has performed strongly since IPO in December 2014 and has driven an increase in the real estate portfolio value to £753.7 million, while the Group's Technology and e-commerce strategy was very much in its infancy at the time of IPO, but has still delivered a strong performance with pro forma revenue and adjusted EBITDA of £91.7 million and £23.2 million respectively, and £30.1 million and £12.0 million on an IFRS basis.

The successful raising of £100 million at the time of the IPO gives us a strong balance sheet and the proceeds to progress with our development targets, as well as allowing us the flexibility to make further acquisitions where we see it makes strategic sense. In March, Market Tech issued a £112.5 million convertible bond in order to accelerate value creation, funding the acquisition of Glispa and the purchase of The Interchange and Camden Wharf. Our relationship with our banking partners remains strong and we have in place existing senior debt facility with Nomura Investment Bank expiring in 2017. The Group year-end Loan To Value ratio on net debt was a healthy 27.9% and the Group has cash and undrawn facilities of £191 million at financial year end.

Current trading and outlook

Following on from the successful IPO and the recent acquisitions, Market Tech is well positioned to continue delivering value to its shareholders.

We have a unique quality portfolio of real estate assets, located in an iconic part of London and which offer strong upside potential through a combination of upward rent revision, yield compression and development opportunities.

In addition, our portfolio of digital service providers will allow both online and physical retailers to access a global audience by utilising market-leading technology, thereby enhancing customer engagement and increasing revenues.

I am very pleased to report that the 2015/2016 financial year has started strongly with gross rental income for April and May of £4.4 million representing an increase of 43% against the same period for the prior year (prior year income consisted of Stables Market and Hawley Wharf income only) . There has been particularly strong performance from our Technology and e-commerce division with revenues of £17.0 million, reflecting a like-for-like increase of 74% on the prior year before their acquisition by the Group.

We are continuing to buy further complementary assets and believe we are well placed with our real estate property portfolio to take advantage of rent increases and yield compression while creating further value via our co-working initiative which is due to go live later in 2015. In-line with this expansion we are currently carrying out a review and talking to several banks and institutions with regard to servicing our long term debt requirements.

The Hawley Wharf development continues on track for the school to be delivered in September 2016 and the rest during 2018.

We believe with a clear strategy and strong start to 2016, the Company is well positioned to drive continued strong increases in shareholder value and look forward to an exciting year ahead.

Charles Butler

Chief Executive Officer

24 June 2015

Property Director's report

Our real estate portfolio is currently concentrated strategically in and around Camden Town centre, in order to deliver positive regeneration to the area as part of our core vision. The asset classes are diverse and include development sites as well as iconic income producing assets in a wide range of retail, commercial and residential sectors.

Our holistic approach to the Group's estate, in conjunction with our hands-on experience, is intended to drive significant improvements to the area while enhancing the existing character of the markets, the High Street and the surrounding public realm. This will be achieved through delivery of developments of the highest quality; curating new independent creative tenants that appeal to visitors and Londoners alike; and the introduction of numerous initiatives throughout.

Our investment in "Place Making" and in prosperous local communities, will allow a re-positioning of the existing international brand, while the area continues to grow strongly in the capital's creative borough.

Developments

Hawley Wharf (formerly known as Camden Lock Village) - Currently under construction

The 5 acres site has full planning permission over 530,000 sq. ft. gross mixed use scheme, to include a new iconic market alongside Regents Canal; 170 residential units; offices; new public squares; art-house cinema; cafes; restaurants; a new food market; and a new local primary school.

The scheme has been designed by award-winning international architects, Alford Hall Monaghan Morris ("AHMM"). The development is a "major scheme" in planning policy terms and has been subject to consultation over several years, with a diverse range of stakeholders.

The plans have very strong support from the GLA, English Heritage (now Historic England), Metropolitan Police, CABE, Camden Council, local residents and businesses.

Following grant of planning permission, a further site was acquired adjacent to the main site, and is currently undergoing a planning process for 24 additional residential units and further commercial space. This additional site is expected to be developed at the same time as the main site.

Hawley Wharf's top-tier development team includes Alford Hall Monaghan Morris Architects ("AHMM"), Walsh Engineers, ARUP, Gerald Eve, Hoare Lea, Fabrik, and Gardiner and Theobald as Project Managers and Quantity Surveyors.

The development of Hawley Wharf commenced on-site earlier this year and demolition is close to completion.

Following a tender process, Mace has been awarded the contract to build the main scheme, and McLaughlin and Harvey to build the school.

The scheme in its entirety will be delivered in several phases, with the final phase expected by the end of FY2017.

Union St Market - currently income producing

Union Street Market was acquired by the Group in December 2014. It is a long-standing open-air market, located on Camden High Street, adjacent to Camden Town Underground station.

Under previous ownership, Union Street Market developed into a high density/low value model. The market is a close-knit cluster of semi-permanent stalls, with a focus on clothing and accessories. In the near term, the flexible nature of the stalls allows for potential to revamp the market, adjusting spacing and layout to accommodate higher-value tenants. The site already has planning permission for a two storey market, which now has a certificate of lawfulness and could be completed if we choose to do so.

We believe that the site represents an attractive opportunity for a better redevelopment than the existing permission, offering an enlarged and high quality market area combined with a destination boutique hotel; we intend to seek planning permission for such a development.

We see the provision of an urban hotel as a key step in regenerating the High Street, both in terms of attracting new, higher quality tenants to the area; attracting new footfall; laying the foundation for a high-quality night time economy; and increasing the portfolio diversity of the Group.

We have commenced pre-application meetings with Camden Council, which supports the proposed new hotel use subject to planning and consultation. AHMM architects are currently drawing plans for the scheme, which will start public consultation in the coming months. A planning application is planned to be submitted later this year.

Camden Lock Market - currently income producing

Camden Lock Market was acquired by the Group in December 2014. It is the most iconic of the Camden Markets, and is adjacent to the Stables Market, Hawley Wharf (Camden Lock Village) and the Regent's Canal.

Camden Lock Market's arts and crafts market opened in 1972 and expanded to accommodate an eclectic mix of entrepreneurs and artists. It comprises a vibrant collection of shops, market stalls, and food and drink offerings. The freehold site is in excess of one acre, and currently houses 250 stalls, more than 50 retail units, 20 workshops and studios and five food and beverage outlets positions around an iconic water basin.

The previous owners of Camden Lock Market undertook considerable design development and public consultation on proposed plans to develop the area.

We have appointed Piercy and Co as new architects, to significantly improve the plans and create high quality shopping, dining and working spaces. The new plans also improve connections and flows between the Camden Markets, as well as creating high quality public realm and opening up for the first time an unused large and significant heritage space.

Following several pre-application meetings with Camden Council, the scheme is now ready for further public consultation, and we expect to submit a detailed planning application during August 2015 (subject to public consultation).

The professional team includes Piercy and Co, GVA, Walsh, Gardiner and Theobald, ARUP and Heritage Architecture.

Non-Development Assets

Stables Market

Stables Market is the largest of the markets in Camden Town and is spread over 4 acres located to the west of Camden High Street. Stables Market has approximately 600 retail and food units currently occupied by a diverse mix of traders; shops; restaurants and bars offering a wide range of goods, food, artisan retail stores, clothing, jewellery, fashion, live music, entertainment and leisure venues.

The historical portion of Camden Stables Market dates back to the 19th century, and the numerous listed buildings onsite form part of a rich railway and cultural heritage, which is synonymous with the development of the railway infrastructure in Victorian London. Over the last 15 years, Camden Stables Market was developed, through the construction of three separate, additional developments on the site, starting from 2001. A large portion of Camden Stables Market is let on a combination of flexible all-inclusive arrangements and FRI leases, with the remaining income derived from a small number of tenants on leases.

The flexible arrangements give us tight control of the rental and product mix, as well as enabling us to support tenants' business growth by responding to space requirements. Demand on the other hand is strong such that stall vacancies have remained consistently low.

Stables Market is currently undergoing an investment plan to fully refurbish all its listed buildings and public realm. These works are expected to complete in the next 12 months.

In addition, two of the new buildings in the market are currently being fitted out to house a new and exciting co-working concept, which will complement the current vision and create an incubator of vibrant, productive and creative community of start-ups and young businesses.

4, 6 and 10-26A (even) Jamestown Road

The properties on Jamestown Road were acquired in December 2015 and have approximately 28,000 sq. ft. of NLA, comprising mixed retail, commercial and office space. It is a mixed-use development that was completed in 2012.

This site (which was formerly office accommodation) provides four ground floor restaurant/retail units, office accommodation on the first and second floors and nine residential apartments on the third and fourth floors.

31 Kentish Town Road

31 Kentish Town Road was acquired in December 2014 and has approximately 16,000 sq. ft. of NLA, comprising mixed commercial and residential space. It is a development that was constructed in 2010 comprising residential accommodation of 14 self-contained flats on the upper floors and commercial leaseholds owned by third parties on the ground and basement floors.

251-259 Camden High Street

251-259 Camden High Street was acquired in December 2014. This is a longstanding site, with a prominent position between Camden Town Underground station and the Camden Markets. It comprises five commercial units, fronting the High Street and close to Union Street Market, and five residential leaseholds held by third parties.

The Interchange Building

The Interchange Building, a 65,000 sq. ft. Grade II listed property, was acquired in March 2015.

The warehouse building was built between 1901-1905 and includes the 1850s dock basin, the vaults and horse tunnel. The warehouse was converted into offices in 1989 and is currently let to global media group, Associated Press, with the use of B1 offices.

Camden Wharf Building

Camden Wharf site was acquired in March 2015. The property comprises a four storey mixed use development situated adjacent to Camden Lock and the Grand Union Canal. The development comprises approximately 18,834 sq. ft. of ground floor retail / restaurant units and 30,650 sq. ft. of office accommodation. The shell and core of the property was originally constructed in 2001 and has been subsequently fitted out to suit the current uses. External hard standings adjacent to the Grand Union Canal and a service road also form part of the property title. The site backs on to the Jamestown Road properties and includes a prominent corner retail unit adjacent to the High Street. Current tenants include All Saints, Hobs Hairdressing Salon, Sushi Salsa, J.D Weatherspoon and Exterion Media (CBS Outdoor).

Mark Alper

Group Property Director

24 June 2015

Comparison of the RICS Red Book Valuations against the Directors' Value Estimates

Jones Lang LaSalle ("JLL") were instructed to undertake property valuations in accordance with the RICS Valuation - Professional Standards 2014 (the "Red Book"), on the basis of Fair Value, as at 31 March 2015. The directors consider the JLL valuation to be fair value for financial reporting purposes at 31 March 2015, but have also presented their adjusted estimate of in use value.

A comparison between the Red Book valuations and the Directors' value estimates is shown in the table below.

INCOME PRODUCING PROPERTIES

* Typical purchaser's costs are deducted in line with normal market practice and comprise Stamp Duty Land Tax at 4.00%, agent's fees at 1.00% and legal fees at 0.50%.

DEVELOPMENT PROPERTY WITH PLANNING CONSENT

** The Directors have not undertaken a residual land valuation of Hawley Wharf. A comparison of the Gross Development Value (GDV) adopted for the Red Book valuation of Hawley Wharf and the directors' estimate of GDV for the same property is included above.

For the purposes of the JLL Red Book valuation of 39-45 Kentish Town Road, Camden, London NW1 4NX (commonly referred to as Site E), this site is included as part of Camden Lock Village, Hawley Wharf.

For Income Producing Properties the directors' alternative in use value estimates adopt the same methodology that was used by JLL for the Red Book valuations, however the directors' valuations differ in their underlying assumptions, primarily due to the value attributed to unlet space, particularly at Stables Market, although the aggregate Red Book Fair Value is broadly aligned.

For Development Property with planning consent, i.e. Hawley Wharf, including 39-45 Kentish Town Road, the Directors' assessment of GDV is higher (£955 million) than the GDV adopted for the Red Book valuation (£632 million), the difference being £323 million. Please note site E does not have planning permission yet.

The main differences are set out below:

§ Higher assumptions on rental value

§ Higher assumptions concerning residential sales values (the directors' estimate analyses to an average price per sq. ft. of £1,466 compared to the Red Book valuation of £1,055)

§ Initiatives to improve the NLA-to-GEA ratio for the consented scheme

§ Additional revenues from events and advertising, excluded from the Red Book valuations, which the directors estimate to be approximately £24.4 million.

DEVELOPMENT PROPERTY WITHOUT PLANNING

JLL have applied a proportion of hope value in excess of the current use value (detailed above under Income Producing Properties), to reflect the prospect of delivering the proposed schemes at Camden Lock Market (£18.85 million) and Union Street (£1 million).

The directors' have estimated the value uplift from the existing use value to the value on completion for the proposed developments at Camden Lock Market (£91 million) and Union Street Market (£40 million). The Directors' view on value uplift does not constitute the price that could be achieved in the open market today.

Movement in Red Book Fair Value

A Red Book land valuation using the residual method reflects typical third party development costs to an incoming investor. The directors' estimate of outstanding costs does not include the costs identified below:

§ Land acquisition and related acquisition costs, as the Group already owns the site

§ Developer's profit (for which the Valuation Report allows £89.7 million), as the project is intended to be completed by the Group

§ Marketing and letting fees as the development will be leased by the Group

§ Finance costs, as the project does not require external financing

Stables Market & Camden Lock Village were valued as at 31 March 2014, 30 September 2014 and 31 March 2015. From 30 September 2014 to 31 March 2015 the aggregate Fair Value of these properties increased 9.4% (£42.0m) compared with the IPD Capital Return for the same period of 4.4 per cent.

Camden Lock Market, Union Street, Jamestown Road and Kentish Town Road were valued as at 19 November 2014. From 19 November 2014 to 31 March 2015 the aggregate Fair Value of these properties increased 19.7 per cent (£25m) compared with the IPD Capital Growth for the same period of 3.4 per cent.

The new acquisitions, Camden Wharf, The Interchange and Camden High Street were not valued by JLL prior to 31 March 2015.

Red Book Yield and Rental Value Analysis for Continuing Assets

In some cases the current rents are significantly below the Red Book Market Rents, implying potential for rental growth, subject to market conditions.

The directors' consider there to be significant potential for future increased rents and reduction in yields leading to future increases in value.

Chief Financial Officer's Review

Introduction

Prior to the Company's IPO, the Group acquired, through a series of transactions, a number of key strategic Camden property assets including Stables Market; Hawley Wharf; Camden Lock Market; Union Street Market; 10 Jamestown Road; 251-259 Camden High Street; 31 Kentish Town Road; and the e-commerce retailer, Fiver London.

It has been an acquisitive first year for Market Tech and following the IPO, the Group has added further strategic assets including The Interchange and Camden Wharf properties. Since the year end the Group acquired Utopia Village and exchanged contracts on Hawley Crescent, (further details of which are provided in note 46).

The Group acquired a controlling 75% stake in Berlin-based Glispa GmbH in March 2015. This acquisition, when combined with the existing Fiver London business, has provided the Group with key strategic infrastructure and services to drive income and value within its Technology and e-commerce segment. Post-year end in May 2015, the Group also acquired Stucco Media, a leading e-commerce marketing platform.

These acquisitions when combined with the initial platform and real estate assets have laid the foundations for strong future income growth across both the Group's property and Technology and e-commerce operating segments and capital growth across its extensive real estate portfolio.

Successful Fundraisings

Further to the Group's key strategic acquisitions, the most significant financial events during the period were the successful fundraisings, firstly the IPO which raised £100 million by way of a placing and secondly the issue of £112.5 million of senior, unsecured convertible bonds.

FINANCIAL RESULTS

The Group

The Group has presented a calculation of adjusted EBITDA and adjusted earnings per share figures in addition to those reported on a consolidated IFRS basis. The Group considers this presentation to provide useful information as it removes unrealised and other one-off items and therefore represents the recurring, underlying performance of the business.

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss)

For accounting purposes Camden Market Holdings Corp ("CMHC"), which comprises the Stables Market and Hawley Wharf assets, is considered to be the acquirer in the Group reorganisation, which means that its results are reported in Market Tech's maiden annual report for the full 12 month period. The December property and Technology and e-commerce acquisitions are only included in respect of the period after the relevant acquisition dates. Prior year results relate to the CMHC property assets only which is used as the basis for year on year comparisons.

During February 2015, the Group ceased to operate its restaurant and bar venue, Gilgamesh, and entered into a lease agreement with a third party to manage the underlying operations. As a result, the restaurant's turnover and operating costs for the part-year period while under the Group's management and ownership are treated as a discontinued operation. The Group expects this strategic decision to have a positive impact on adjusted EBITDA and operating cash flow in future periods.

Financial performance

For the year to 31 March 2015, total revenue generated was £30.1 million, comprising £20.1 million from property operations and £10.0 million from Technology and e-commerce. The reported income reflects that earned in the post-acquisition period of ownership for each of the assets (with the exception of Stables Market and Hawley Wharf, which reflects income for the whole financial year).

Gross profit for the period totalled £24.1 million, reflecting a gross profit margin of 80.1% (or 40.7% on a standalone Technology and e-commerce segmental basis).

The income statement gain on revaluation of the Group's investment and development property portfolio was £60.5 million. This reflects the gain in valuation since the prior year-end of March 2014 for the Stables Market and Hawley Wharf assets, the increase in valuation since December 2014 for the group of assets acquired during that month and the change since acquisition date in respect of The Interchange and Camden Wharf.

Exceptional items for the period totalled £9.5 million. These costs relate to £6.6 million of IPO costs, £2.0 million of litigation costs in relation to the IBRC and Network Rail claims and £0.9 million of technology and e-commerce acquisition, reorganisation and other costs, (further details of which can be found at note 7).

Unaudited pro forma income statement of Market Tech for the year ended 31 March 2015

The following unaudited pro forma income statement of the Group has been prepared to illustrate the impact of the December 2014 property acquisitions, the Camden Wharf acquisition (6 March 2015), The Interchange acquisition (25 March 2015), Fiver London acquisition (5 December 2014) and Glispa GmbH acquisition (13 March 2015) on the income statement of Market Tech as if those acquisitions had taken place at the start of the financial year, on 1 April 2014.

The pro forma income statement has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and does not, therefore, represent Market Tech's actual financial results.

The pro forma income statement is based on the consolidated income statement of Market Tech for the year to 31 March 2015, and has been prepared in a manner consistent with the accounting policies adopted by Market Tech in preparing such information.

Property and other segment

The Group's property and other segment generated rental income of £20.1 million for the year, compared to £18.4 million for the year to 31 March 2014. Given that income from the December property acquisitions and the more recent Camden Wharf and The Interchange acquisitions (March 2015) was only included for the post acquisition period, the majority of the rental income for the period was derived from the Stables Market and Hawley Wharf sites.

The Group commenced its redevelopment of the Hawley Wharf site during January 2015 and as a result a significant portion of the gross rental income being generated from the site ceased prior to December 2014. The Group's pro forma income statement includes rental income generated from the Hawley Wharf site of £4.2m during the year to 31 March 2015,

Despite the temporary loss of the Hawley Wharf rental income whilst the site undergoes redevelopment, the Group's real estate portfolio is well positioned to achieve strong income performance over the coming years. The Hawley Wharf development is forecast to become income producing towards the end of the 2018 financial year.

During February 2015, the Group delivered upon its strategic objective to cease trading its iconic restaurant brand, Gilgamesh, after entering into a lease agreement with a third party operator. The new lease agreement, referred to above, provides the Group with an improved return from the venue's lettable area.

Technology and e-commerce segment

The Group's Technology and e-commerce segment was formed with the acquisition of Fiver London Limited on 5 December 2014 and was further strengthened with the acquisition of Glispa GmbH on 16 March 2015. Total revenue of £10.0 million was generated during the post-acquisition period.

Gross profit achieved across the Technology and e-commerce segment during the part-year period totalled £4.1 million, reflecting a margin of 40.7% and an adjusted EBITDA of £0.5 million.

The Group also acquired Stucco Media, a leading e-commerce marketing platform, post-year end on 7 May 2015.

FINANCIAL POSITON

At 31 March 2015 the Group's net assets were £555.5 million, of which £523.6 million related to the property and other segment, representing 139.64p per share. A European Public Real Estate Association, ("EPRA") adjusted net asset value of £527.9 million represents 140.76p per share, an increase of 52p per share (58%) year on year.

Investment and development property

The Group's investment property portfolio was valued at £753.7 million at 31 March 2015, delivering a revaluation surplus of £60.5 million over the period.

Property acquisitions in the year post the IPO totalled £99 million (excluding the post balance sheet acquisition of Utopia Village and contract exchange on Hawley Crescent).

Cash flows and net debt

At 31 March 2015 the Group's cash and cash equivalents totalled £85.9 million and its net debt stood at £210.5 million. The main cash flows were:

§ Investment in property acquisitions post IPO and capital expenditure totalling £116.5 million

§ Investment in technology and e-commerce acquisitions post IPO totalling £15 million (net of cash acquired)

§ Net proceeds from the Group's IPO of £93.5 million

§ Net proceeds from the Group's convertible bond offering of £110.6 million

* EPRA adjusted net assets is the net assets of the property and other segment adjusted to add back deferred tax liabilities on property revaluations (£4.3m) and deduct the fair value of interest rate caps (£0.1m)

At 31 March 2015 the Group had senior debt facilities totalling £192.1 million and a convertible bond with a face value of £112.5 million. The senior debt facilities comprise a £185.3 million committed and fully drawn facility with Nomura International Plc ("Nomura"), secured over Stables Market and Hawley Wharf property assets only. A further fully drawn senior debt facility of £6.8 million is provided by Bank of Cyprus and secured against the Jamestown Road property asset. During the year the Group re-paid borrowings of £51.1 million drawn down under a mezzanine facility with Nomura.

Convertible bond offering

In March the Group completed a successful offering of £112.5 million of senior, unsecured convertible bonds due 2020, with an initial conversion price of 300p. They carry a coupon of 2.00% per annum payable semi-annually in arrears. The net proceeds of the offering were used to fund, both directly and indirectly, the property acquisitions of The Camden Wharf, The Interchange properties and the Technology and e-commerce acquisition of Glispa. The offering generated net proceeds of £110.6 million.

The gearing measure most widely used in the property industry is loan-to-value ("LTV"). LTV is calculated on the basis of net debt divided by the value of the Group's property portfolio, reflecting an LTV of 27.9%.

The Company has working capital and acquisition facilities in place with Citwax Investments Limited, its majority shareholder. Total available and undrawn facilities amount to £105 million as at 31 March 2015.

Finance costs

Finance costs for the period totalled £17.8 million, which includes £8.2 million senior debt interest expense (net of capitalised interest and fees of £0.7 million) on the existing Nomura and Bank of Cyprus facilities, £5.5 million mezzanine interest on the paid down Nomura facility (including a make-whole payment for early redemption), £3.2 million amortisation of loan arrangement fees and £0.9 million fair value adjustment to the Group's interest caps.

The Group's policy is to substantially eliminate the medium and long-term risk arising from interest rate volatility. The Group's banking facilities are arranged on a floating rate basis, but capped using derivative contracts. At 31 March 2015 the proportion of gross debt with interest rate protection was 96.4%. The Group has material capital commitments of £7.4 million at 31 March 2015 which relate to development and construction costs for the Hawley Wharf development.

Andrew Bull

Chief Financial Officer

24 June 2015

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 MARCH 2015

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2015

The financial statements were approved by the Board of directors and authorised for issue on 24 June 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2015

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2015

1 Corporate information

The consolidated financial statements on pages 51 to 92 of Market Tech Holdings Limited and its subsidiaries (collectively the "Group") for the year ended 31 March 2015 were authorised for issue in accordance with a resolution of the Directors on 23 June 2015. Market Tech Holdings Limited (the "Company") is a limited company incorporated and domiciled in Guernsey and whose shares are publicly traded. The registered office is located at Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey, GY1 1WG.

The Group is principally engaged in the provision of property investment, including management and market operation services and Technology & e-commerce services. Information on the Group's structure is provided in Note 22. Information on other related party relationships of the Group is provided in Note 42.

2 Accounting policies

2.1 Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. The Group has adopted all the new and revised International Financial Reporting Standards ("IFRS") that are relevant to its operations and are effective for accounting periods beginning on and after 1 April 2014.

The financial statements have been prepared on a going concern basis, applying the historical cost convention except for the revaluation of land and buildings, investment properties and derivative financial instruments. The principal accounting policies adopted are set out below.

The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates and requires Directors to exercise their judgement in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the Directors' best knowledge of current events and activities, actual results may ultimately differ from those estimates.

The areas where significant judgements and estimates are made in preparing this historical financial information are disclosed in Note 4.

These financial statements are prepared in pounds sterling and rounded to the nearest thousand.

2.2 Basis of consolidation

The Company was incorporated on 23 October 2014 with the intention of listing a series of businesses and assets that were ultimately controlled by The Goodheart Trust and Citwax Investments Limited.

As part of a reorganisation of these businesses and assets, the Company entered into an agreement to acquire the entire issued share capital of Divanyx Investments Limited on 5 December 2014, whose principal subsidiary was Camden Market Holdings Corp. and its subsidiaries ("CMHC"). The transaction was effected by the issue of 1,000 shares in the Company.

On the same date the Company entered into an agreement to acquire the entire issued share capital of Crowndeal Services Limited, whose principal subsidiary was Fiver London Limited. The transaction was settled for cash consideration totalling $10,000.

Due to the relative size of these companies, the Directors considered CMHC to be the acquirer in this group reorganisation with the Company emerging as the holding Company of the enlarged group and therefore CMHC results are included from 1 April 2014. The comparative financial information presented for the year ended 31 March 2014 reflects the consolidated results for the CMHC group.

The Company is portrayed as the acquirer for subsequent business combinations and asset acquisitions.

The accounting policies for these transactions with entities under common control are shown in Note 2.3.

The consolidated financial statements include the accounts of the Company and its subsidiaries as at 31 March 2015. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investments retained are recognised at fair value.

2.3 Common Control Transactions

Business combinations

Transactions with entities under common control are outside of the scope of IFRS 3 'Business Combinations'. The identifiable assets and liabilities are measured at their pre-combination carrying values including any previously consolidated goodwill. Any differences on consolidation between the cost of investment and the carrying values of the net assets are recognised in equity in other reserves as a capital contribution or distribution. The Group recognises the results of the acquired entity from the date on which the business combination between entities under common control occurred.

Directly attributable acquisition costs are expensed as incurred and included within administrative expenses.

Inter-company transactions, balances and unrealised gains on transaction between group companies are eliminated on consolidation. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform to the group's accounting policies.

Asset Purchases

Assets purchased through transactions with entities under common control are measured at fair value at date of acquisition. The consideration paid is recognised with reference to the amount recorded by the acquiree as its acquisition cost, and any differences between the consideration paid and the fair value of the asset acquired are recognised in equity in other reserves as a capital contribution or distribution.

Directly attributable costs are capitalised as part of the cost of acquisition.

The transactions described above and in Note 45, relating to entities under common control, involved assuming debt totalling £185,399,203 owed to Citwax Investments Limited. On 16 December 2014 the debt was extinguished through the issue of 323,886,500 Ordinary Shares by the Company. Given the £2 share price on the IPO, management consider 231,186,898 of those shares is equivalent to a bonus issue to Citwax Investment Limited and therefore for the purposes of the EPS calculation are included in the comparative figures in accordance with IAS 33 'Earnings per Share'.

2.4 Business Combinations and Goodwill

Business combinations (other than those under common control as detailed above) are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in administrative expenses.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

2.5 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Group has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements, has pricing latitude and is also exposed to inventory and credit risks.

The specific recognition criteria described below must also be met before revenue is recognised.

Rental income and service charges

Rental income arising from operating leases and licences on investment properties is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Service charges are recognised in the accounting period in which services are rendered.

Sale of goods online

Revenue from the sale of goods and delivery notes is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances and trade discounts.

Rendering of services

Revenue from online mobile marketing services is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits will flow to the Group, the stage of completion can be measured reliably and the costs incurred, or to be incurred can be measured reliably.

Food and Beverage

Revenue is recognised when the amounts are earned and can be reliably estimated. These revenues are recorded net of valued added tax collected from customers and are recognised as the related services are delivered.

2.6 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Income tax on the profit or loss comprises current and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income or equity - in which case, the tax is also recognised in other comprehensive income or equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the statement of financial position in the countries where the Group operates. Directors periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, and establish provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of whether additional taxes and interest will be due.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2.7 Foreign currencies

The Group's consolidated financial statements are presented in pounds sterling, which is also the Company's functional currency. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Group companies

On consolidation, the assets and liabilities of foreign operations are translated into pounds sterling at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at the average exchange rates prevailing for the period. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the reporting date.

2.8 Property, plant and equipment

The Group has opted to carry property at fair value under IAS 16. Revaluation gains are reported in other comprehensive income and depreciation is charged annually to the income statement. Where revalued property is disposed of, the related amounts included in revaluation reserve are transferred to retained earnings when revalued assets are derecognised. Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value.

If property becomes investment property (its use is changed such that it is held for long-term rental yields rather than being owner-occupied), it is reclassified to investment property, its net book value at the date of reclassification becomes its fair value for subsequent accounting purposes. Any revaluation reserve related to the asset transfers remains within the revaluation reserve until the asset is disposed of, at which time it is transferred to profit and loss.

Plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated on the straight-line method or reducing balance method so as to write off the cost of each asset to its residual value over its estimated useful life. The useful economic lives used are as follows:

Freehold land and buildings 50 years

Leasehold Improvements Life of Lease

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

2.9 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset.

Borrowing costs are charged to profit over the term of the debt instrument so that the amount charged is at a constant rate on the carrying amount. Borrowing costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10 Investment properties

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the companies in the Group, is classified as investment property.

Investment property also includes property that is being constructed or developed for future use as investment property. Land and buildings held under operating leases are classified and accounted for by the Group as investment property when the rest of the definition of investment property is met.

Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs.

After initial recognition, investment property is carried at fair value. Investment property under construction is measured at fair value if the fair value is considered to be reliably determinable. Fair value is based on active market prices, adjusted, if necessary, for differences in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the consolidated historical financial information. Investment property that is being redeveloped for continuing use as investment property has also been revalued by professional valuers.

The fair value of investment property reflects, among other things, rental income from current leases and other assumptions market participants would make when pricing the property under current market conditions.

Subsequent expenditure is capitalised to the assets carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

Changes in fair values are recognised in the income statement. Investment properties are derecognised when they have been disposed of. Where the Group disposes of a property at fair value in an arm's length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the income statement within net gain from fair value adjustment on investment property.

If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.

2.11 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Group as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit or loss.

Rentals payable under operating leases are charged to income on a straight line basis over the period of the lease. Premiums payable, rent free periods and capital contributions receivable on entering an operating lease are released to income on a straight line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

When the Group provides incentives to its tenants the incentives are recognised as a reduction in income over the lease term on a straight line basis.

2.12 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. The amortisation charge for the year and impairment losses are recognised through administrative expenses.

Intangible assets currently held by the Group are as follows:

Goodwill

Goodwill is initially measured at cost, being the excess of the acquisition cost over the Group's interest in the assets and liabilities recognised. Goodwill is not amortised, but is reviewed for impairment annually or whenever there is an indication of impairment.

Trademarks

Trademarks are assessed as having a finite useful life of 5 years and are amortised over this period.

Brands AND DOMAIN NAMES

Brands and domain names are assessed as having a finite life of 5 to 10 years and are amortised over this period.

Customer Lists

Customer lists are assessed as having a finite life of 5 to 7 years and are amortised over this period.

Website Development Costs

Website development costs relating to the application and infrastructure development, graphical design and content development stages are recognised as assets if the criteria for capitalising development costs under IAS 38 are met.

Costs associated with websites developed for advertising or promotional purposes are expensed as they are incurred.

Website development costs capitalised related to projects in the course of construction are stated at cost with no provision for amortisation until the asset comes into commercial use.

2.13 Impairment of tangible and intangible assets

At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). An asset's recoverable amount is the higher of an asset's or cash generating unit's ("CGU") fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Goodwill is tested for impairment annually as at 31 March and when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.

Intangible assets with indefinite useful lives are tested for impairment annually as at 31 March at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

2.14 Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits held at bank and other short-term highly liquid investments with original maturities of three months or less.

2.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

2.16 Financial instruments - initial recognition and subsequent measurement

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.

2.17 Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss ("FVTPL"), loans and receivables, held-to-maturity investments, available-for-sale ("AFS") financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

For purposes of subsequent measurement financial assets are classified in four categories:

§ Financial assets at FVTPL

§ Loans and receivables

§ Held-to-maturity investments

§ AFS financial assets

Financial assets at fair value through profit or loss

Financial assets are classified as at FVTPL when the financial asset is held for trading. This is the case if:

§ the asset has been acquired principally for the purpose of selling in the near term, or

§ on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit taking, or

§ it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at FVTPL are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.

The fair value of financial assets traded on active liquid markets are determined by reference to quoted market prices. The fair values of other financial assets at FVTPL are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

AFS financial assets

AFS financial assets include equity investments that are neither classified as held for trading nor designed at FVTPL. They are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income. Where an AFS financial asset is disposed of or determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss.

Where AFS financial assets are not quoted on an active exchange market, cost is used as an estimate of fair value. Fair value is updated where evidence is available to support a revised fair value.

Dividends and interest earned on AFS financial assets are included in the investment income line item in the statement of comprehensive income.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

This category generally applies to trade and other receivables, and is the most relevant to the Group. For more information on receivables, refer to Note 5.

Impairment of financial assets

The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event') has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

2.18 Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Subsequent measurement

Loans and borrowings

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

2.19 Derivative financial instruments

The Group uses derivative financial instruments, such as interest rate caps in order to manage its exposure to interest rate risk.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

2.20 Derivatives over own equity

Where an acquirer acquires less than 100 per cent of the shares of a subsidiary in a business combination and enters into a written put option with the seller that permits the seller to put its remaining interest in the subsidiary to the acquirer at a specified price, the written put option is accounted for as a derivative over own equity in the consolidated financial statements. In accordance with IAS 32, the gross obligation of the written put option is recognised at present value in the statement of financial position. The difference between the present value of the gross obligation under the put option and the fair value of the put option recognised in the acquirer's financial statements is recognised in equity. At each reporting date any change to the carrying amount calculated using the effective interest method of the gross obligation is recognised in profit or loss.

2.21 Compound instruments

The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

2.22 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of the liabilities. Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.

2.23 Share-based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The statement of profit or loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

2.24 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.25 Foreign Exchange

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively). Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates prevailing on the date of the transaction.

The balance sheets of foreign subsidiaries are expressed in Sterling at the rate of exchange at the balance sheet date. Profits and losses of foreign subsidiaries are expressed in Sterling at average exchange rates for the period. Exchange differences arising on the translation of foreign subsidiaries are recognised in other comprehensive income.

2.26 Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The chief operating decision-makers are the people or group that allocates resources to and assess the performance of the operating segments of an entity. The Group has determined that its chief operating decision makers are the Board of Directors of the Group.

2.27 Exceptional items

Exceptional items are non-recurring or material items which are outside the normal scope of the Group's ordinary activities. These items, in the Directors' view, are required to be separately disclosed by virtue of their nature or incidence to enable a full understanding of the Group's financial performance. Details of these items are provided in the relevant notes.

3 Adoption of new and revised standards and changes in accounting policies

3.1 Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

Effective Date

3.2 Changes in accounting policies and disclosures

Certain accounting standards and amendments were effective for annual periods beginning on or after 1 January 2014. These amendments have had no impact on the Group.

4 Critical accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following is intended to provide an understanding of the significant judgements within the accounting policies that the management consider critical because of the assumptions or estimation involved in their application and their impact on the consolidated financial statements.

4.1 Operating lease commitments - Group as lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the fair value of the asset, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

4.2 Fair value measurement

A number of assets and liabilities included in the historical financial information require measurement at, and/or disclosure of, fair value.

The fair value measurement of the Group's financial and non-financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the "fair value hierarchy"):

Level 1: Quoted prices in active markets for identical items (unadjusted)

Level 2: Observable direct or indirect inputs other than Level 1 inputs

Level 3: Unobservable inputs (i.e. not derived from market data).

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.

The Group measures a number of items at fair value.

Interest rate caps (Note 30)

Investment property (Note 21)

Investments (Note 23)

At inception the fair value of the liability component of the compound financial instrument (Note 31)

For more detailed information in relation to the fair value measurement of the items above, please refer to the applicable notes.

4.3 Income taxes

The Group is subject to income taxes in certain jurisdictions. Directors periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of whether additional taxes and interest will be due.

4.4 Property valuations

The Group's investment properties were valued as set out in Note 21 by independent professionally qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and segments of the investment properties valued.

The Group's finance department reviews the valuations performed by the independent valuers for financial reporting purposes. This team reports directly to the chief financial officer (CFO). At every year end the finance team:

Verifies all major inputs to the independent valuation report (where an independent valuation has been carried out)

Assesses property valuation movements when compared to the prior year valuation report;

Holds discussions with the independent valuer.

4.5 acquisitions

At the date of acquisition the fair values of the net assets of entities acquired is estimated using the same methods as detailed above under fair value measurement.

The Group considers several factors to differentiate between business combinations and asset acquisitions. Principally the Group's view is that where an integrated set of activities and assets that are capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to the investor constitutes a business combination. Where this is not the case and a single asset or group of assets is acquired, the Group's view is that this constitutes an asset acquisition.

The related party element is disclosed in Note 45.

4.6 COMMON CONTROL TRANSACTIONS

Transactions with entities under common control are outside of the scope of IFRS 3 'Business Combinations'. Based on the concepts of FRS 6 'Acquisitions and Mergers' the identifiable assets and liabilities are measured at their pre-combination carrying value including any previously consolidated goodwill. Any differences on consolidation between the cost of investment and the carrying values of the net assets are recognised in equity in other reserves as a capital contribution or distribution.

Assets purchased through transactions with entities under common control are measured at fair value at date of acquisition. The consideration paid is recognised with reference to the amount recorded by the acquiree as its acquisition cost, and any differences between the consideration paid and the fair value of the asset acquired are recognised in equity in other reserves as a capital contribution or distribution.

The related party element is disclosed in Note 45.

4.7 Provisions and contingent liabilities

The Group exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation or arbitration. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual losses may be different from the originally estimated provision (Note 34).

5 Financial risk management

Principal financial instruments by category

Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, trade and other payables, and loans and borrowings.

Due to their short term nature, the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates to their fair value.

Financial instruments measured at fair value

The fair value hierarchy of financial instruments measured at fair value is provided below.

The level 2 inputs were calculated using net present value calculations of the fixed and floating components of the interest rate. The forward curve market data was supplied by Bloomberg Financial Markets.

The level 3 inputs were calculated with reference to recent market transactions. In the absence of evidence of any market transactions, cost is considered to equate to a fair value (Note 23).

Financial risk factors

The Group is exposed to currency risk, interest rate risk, credit risk, liquidity risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed in the subsequent notes.

Currency risk

The Group has operations in Germany which has regular transactional foreign currency exposures as it has regular business involving cross border currency flows. The operations in Germany also have a functional currency denominated in euros.

Principal financial instruments by currency

As at 31 March 2015 the Group's net exposure to currency risk was as follows:

Interest rate risk

The Group's interest rate risk principally arises from its borrowings. Borrowings that are issued at LIBOR plus a margin rate expose the Group to cash flow interest rate risk.

Based on the various scenarios, the Group manages its cash flow interest rate risk by using interest rate caps. In 2014 the Group entered into interest rate caps whereby a payment was made upfront to cap the interest rates applied to its floating rate bank borrowings to protect against adverse changes in LIBOR rates.

Sensitivity analysis

A 2% increase in LIBOR at 31 March would have decreased/increased post tax profits by the amounts shown below.

Effect on profit after taxation

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents held at banks, trade receivables and other receivables. Such risks are subject to a quarterly or more frequent review. The Group has policies in place to ensure that rental leases & licences and other service contracts are entered into only with lessees and customers with an appropriate credit history and the Group monitors the credit quality of receivables on an ongoing basis.

The significant cash and cash equivalent balances held by the Group, together with the Group's interest rate cap instrument, are spread amongst a strong group of banks, all of which currently have long term credit ratings of A- or better.

See Note 26 for details of trade receivable credit risk.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

Maximum credit risk

The company does not hold any collateral or other credit enhancements to cover this credit risk.

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures, with the objective of minimising potential losses, such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

Liquidity risk management

Responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Group's funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Capital risk

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal debt and equity balance. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as 'equity', as shown in the consolidated balance sheet plus net debt.

The Group's overall strategy remained unchanged during the period. The decrease in the gearing ratio in the year ended 31 March 2015 was a result of an equity fund raising through the AIM placing.

The Group is not subject to any externally imposed capital requirements.

6 Revenues

7 Exceptional items

AIM listing costs are the non-recurring cost of acquiring the public listing together with related transaction costs incurred by the Group.

Legal and professional costs relate to certain professional costs in connection with business combinations (see Note 45) and to ongoing litigation. The ongoing litigation relates to the IBRC proceedings (for the mis-selling of interest rate swaps and a breach by IBRC of its terms) and to proceedings against certain companies within the Group for damages caused after a fire.

Reorganisation costs relate to the exceptional costs incurred by the Group in the year to 31 March 2015. The majority of which are in respect of the subsidiary, Fiver London Limited, within the Group's technology & e-commerce operating segment. They reflect one-off costs the Group incurred post acquisition to reorganise Fiver London Limited's operations in order to achieve stronger growth in that company going forward.

8 Operating segments

The chief operating decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an entity. The Group has determined that its chief operating decision-makers are the Board of Directors of Market Tech Holdings Limited. The Board evaluates performance on the basis of segment adjusted EBITDA.

The Directors have determined the operating segments based on the reports reviewed in making strategic decisions. These are considered to be:

Property and other

Technology & e-commerce

Restaurant (discontinued operation, refer to Note 16)

The segment information provided for the reportable segments for the year ended 31 March 2015 is as follows:

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

‡ The technology & e-commerce segment was acquired by the Group as part of the restructuring that occurred on 5 December 2014 and therefore there were no technology & e-commerce results for the Group for the year end 31 March 2014. The results for technology & e-commence for the year end 31 March 2015 are for the period from the date of acquisition.

The segment information provided for the reportable segments for the year ended 31 March 2014 is as follows: