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AEDAS Homes S.A.

Annual / Quarterly Financial Statement May 31, 2024

1781_10-k-afs_2024-05-31_af18bc8d-5a1f-4896-9a19-7d2f10e457aa.pdf

Annual / Quarterly Financial Statement

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Audit Report on Financial Statements issued by an Independent Auditor

AEDAS HOMES, S.A. Financial Statements and Management Report for the year ended March 31, 2024

Tel: 902 365 456 Fax: 915 727 238 ey.com

AUDIT REPORT ON FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR

Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails (See note 21)

To the shareholders of AEDAS HOMES, S.A.:

Report on the financial statements

Opinion

We have audited the financial statements of AEDAS HOMES, S.A. (the Company), which comprise the balance sheet as at March 31, 2024, the income statement, the statement of changes in equity, the cash flow statement, and the notes thereto for the year then ended.

In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the equity and financial position of the Company as at March 31, 2024 and of its financial performance and its cash flows for the year then ended in accordance with the applicable regulatory framework for financial information in Spain (identified in note 2.1 to the accompanying financial statements) and, specifically, the accounting principles and criteria contained therein.

Basis for opinion

We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.

Measurement of equity instruments and loans to group companies

Description As indicated in notes 4.5, 7 and 8 to the accompanying financial statements, at March 31, 2024, the Company recognized non-current equity investments amount to 239,020,034 euros and non-current and current loans to group companies amounting to 46,776,368 euros and 586,680,269 euros, respectively, through these investees, the Company manages the acquisition of land and sites and their exploitation by sale housing developments.

At each reporting date, the Company's directors test these equity investments and loans for indications of impairment. Impairment losses are recognized when their carrying amount exceeds their recoverable amount.

Impairment loss is calculated as the difference between the investment's carrying amount and recoverable amount, deemed to be the higher of fair value less costs to sell and the present value of the projected cash flows from the investment.

The Company takes investee's equity into consideration, adjusted for any unrealized gains existing at the measurement date, unless better evidence of the recoverable amount of the investment is available.

To estimate the aforementioned unrealized capital gains, the Company uses appraisals carried out by an independent expert on the investment properties owned by each of the group companies and compares them to the net book value of the related assets.

The risk of the incorrect valuation of the movements in these assets and their possible impairment, as well as the relevance of the amounts involved, cause us to consider the valuation of the investments in group companies and non-current and current loans to group companies as a key audit matter.

Our

response In this regard, our audit procedures included the following, among others:

  • Understanding Company management´s processes to determine the measurement of equity instruments and loans to group companies, including evaluation of the design and implementation of the relevant controls.
  • Reviewing the analysis carried out by the Company to identify indications of impairment and calculation of the recoverable amount, through the evaluation, in collaboration with our valuation experts, the valuation methodology used by the independent expert for a sample of the properties appraised by the latter, the review of which specifically encompassed a mathematical assessment of the model, an analysis of the projected cash flows and a review of the discount rates used.
  • Reviewing the disclosures included in the notes to the accompanying financial statements in conformity with the applicable regulatory financial reporting framework.

Other information: management report

Other information refers exclusively to the 2024 management report, the preparation of which is the responsibility of the Company's directors and is not an integral part of the financial statements.

Our audit opinion on the financial statements does not cover the management report. Our responsibility for the management report, in conformity with prevailing audit regulations in Spain, entails:

  • a. Checking only that that the non-financial statement and certain information included in the Corporate Governance Report and the Annual Report on the Remunerations of Directors, to which the Audit Law refers, was provided as stipulated by applicable regulations and, if not, disclose this fact.
  • b. Assessing and reporting on the consistency of the remaining information included in the management report with the financial statements, based on the knowledge of the entity obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact.

Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained in the management report is consistent with that provided in the 2024 financial statements and its content and presentation are in conformity with applicable regulations.

Responsibilities of the directors and the audit and control committee for the financial statements

The directors are responsible for the preparation of the accompanying financial statements so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, identified in note 2.1 to the accompanying financial statements, and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The audit and control committee is responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the audit and control committee of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit and control committee of the Company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the audit and control committee of the Company, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

European single electronic format

We have examined the digital file of the European single electronic format (ESEF) of AEDAS HOMES, S.A. for the 2024 financial year, consisting of an XHTML file containing the financial statements for the year, which will form part of the annual financial report.

The directors of AEDAS HOMES S.A. are responsible for submitting the annual financial report for the 2024 financial year, in accordance with the formatting requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation). In this regard, the Corporate Governance Report and the Annual Report on the Remunerations of Directors have been incorporated by reference in the management report

Our responsibility consists of examining the digital file prepared by the directors of the Company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the financial statements included in the aforementioned digital file correspond in their entirety to those of the financial statements that we have audited, and whether the financial statements and the aforementioned file have been formatted, in all material respects, in accordance with the ESEF Regulation.

In our opinion, the digital file examined corresponds in its entirety to the audited financial statements, which are presented, in all material respects, in accordance with the ESEF Regulation.

Additional report to the audit and control committee

The opinion expressed in this audit report is consistent with the additional report we issued to the audit and control committee on May 29, 2024.

Term of engagement

The ordinary general shareholders' meeting held on July 20, 2023 appointed us as auditors for 3 years, commencing on March 31, 2024.

Previously, we were appointed as auditors by the shareholders for 3 years and we have been carrying out the audit of the financial statements continuously since December 31, 2016.

ERNST & YOUNG, S.L. (Registered in the Official Register of Auditors under No. S0530)

(signed in the original version)

Alfonso Balea López (Registered in the Official Register of Auditors under No. 20970)

_____________________________

May 29, 2024

Financial statements for the year ended 31 March 2024 and accompanying Management Report

(Free translation of financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails)

BALANCE SHEET AS AT 31 MARCH 2024 AND 31 MARCH 2023

(Euros)

ASSETS Note 31 Mar. 2024 31 Mar. 2023 EQUITY AND LIABILITIES Note 31 Mar. 2024 31 Mar. 2023
NON-CURRENT ASSETS: EQUITY:
Intangible assets 5 4,584,424 3,827,330 Capital 10.1 43,700,000 46,806,537
Software 3,883,876 3,139,282 Share capital 43,700,000 46,806,537
Other intangible assets 700,548 688,048 Share premium 10.2 421,568,843 478,534,502
Property, plant and equipment 6 3,925,441 2,956,220 Reserves 10.3 (299,474,916) (299,721,536)
Land and buildings 3,002,530 1,676,167 (Own shares) 10.6 (9,887,856) (63,922,166)
Plant and other PP&E 572,484 524,529 Retained earnings 10 16,823,863 14,057,168
PP&E in progress and prepayments 350,427 755,524 Other shareholder contributions 10.8 740,071,256 740,071,256
Non-current investments in group companies and associates 285,796,402 209,431,934 Profit for the year 3 107,462,395 96,165,647
Equity instruments 7 239,020,034 204,870,835 (Interim dividend) 10.8 (97,044,905) (43,508,905)
Loans to companies 8 & 16 46,776,368 4,561,099 Other equity instruments 10.9 12,767,065 8,236,447
Non-current financial assets 28,428 34,558 Total equity 935,985,745 976,718,950
Other non-current financial assets 8 28,428 34,558
Deferred tax assets 13 3,563,260 2,061,279
Total non-current assets 297,897,955 218,311,321 NON-CURRENT LIABILITIES:
CURRENT ASSETS: Non-current borrowings from group companies and associates 12 & 16 1,808,929 2,496,752
Trade and other receivables 6,993,661 56,282,581 Deferred tax liabilities 13 13,454 12,200
Trade receivables 8 96,180 1,604 Total non-current liabilities 1,822,383 2,508,952
Trade receivables, group companies and associates 8 6,469,991 53,882,146
Other receivables 8 - 28,742
Receivable from employees 8 27,079 1,359 CURRENT LIABILITIES:
Current tax assets 13 73,696 73,697 Current borrowings 12 48,727,787 44,574,854
Taxes receivable 13 326,715 2,295,033 Notes and other marketable securities 48,722,316 44,367,965
Current investments in group companies and associates 8 & 16 733,506,813 789,056,629 Other financial liabilities 5,471 206,889
Current loans to group companies and associates 586,680,269 750,836,598 Current borrowings from group companies and associates 12 & 16 9,058,516 1,063,380
Other financial assets 146,826,544 38,220,031 Trade and other payables 12 85,656,940 63,588,961
Current financial assets 8 71,139 71,116 Trade payables 12 198,114 355,629
Current prepayments and accrued income 424,553 397,001 Other payables 12 2,413,510 3,075,724
Cash and cash equivalents 9 42,357,250 24,336,449 Employee benefits payable 12 3,828,562 3,728,173
Cash 42,357,250 19,336,449 Current tax liabilities 13 33,997,807 28,653,717
Cash equivalents - 5,000,000 Taxes payable 13 45,218,947 27,775,718
Total current assets 783,353,416 870,143,776 Total current liabilities 143,443,243 109,227,195
TOTAL ASSETS 1,081,251,371 1,088,455,097 TOTAL EQUITY AND LIABILITIES 1,081,251,371 1,088,455,097

The accompanying notes 1 to 20 are an integral part of the balance sheet as at 31 March 2024

STATEMENT OF PROFIT OR LOSS FOR THE YEARS ENDED 31 MARCH 2024 AND 31 MARCH 2024

(Euros)

Note Year ended
31 March
2024
Year ended
31 March
2023
CONTINUING OPERATIONS
Revenue 14.1 171,843,447 149,815,817
Revenue from services 93,417,138 68,610,876
Dividends received 78,426,309 81,204,941
Other operating income 465,304 199,384
Ancillary and other operating income 465,304 199,384
Employee benefits expense 14.3 (31,150,831) (27,996,617)
Wages, salaries and similar (25,891,486) (23,437,049)
Employee benefits (5,259,345) (4,559,568)
Other operating expenses (16,887,985) (16,012,188)
External services 14.2 (16,829,764) (15,916,449)
Taxes other than income tax (24,858) (41,580)
Other operating expenses (33,363) (54,159)
Depreciation and amortisation 5 & 6 (2,451,870) (1,840,599)
Impairment of and gains/(losses) on disposal of fixed assets
Gains/(losses) on disposals
-
-
(7,634)
(7,634)
OPERATING PROFIT 121,818,065 104,158,163
Finance income 127,597 2,243
From marketable securities and other financial instruments - Third parties 127,597 2,243
Equity instruments - -
Finance costs 14.4 (3,363,483) (1,295,912)
Borrowings from group companies and associates 14.4 & 16 (539,834) (50,949)
Third-party borrowings (2,823,649) (1,244,963)
Change in fair value of financial instruments 12.4 - (504,060)
Held-for-trading portfolio and other securities - (504,060)
Exchange differences - -
Impairment of and gains/(losses) on disposal of financial instruments 7 (158,895) (169,273)
Impairment and losses (158,895) (169,273)
NET FINANCE COST (3,394,781) (1,967,002)
PROFIT BEFORE TAX 118,423,284 102,191,161
Income tax 13 (10,960,889) (6,025,514)
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 107,462,395 96,165,647
DISCONTINUED OPERATIONS - -
Profit/(loss) after tax for the period from discontinued operations - -
PROFIT FOR THE YEAR 107,462,395 96,165,647

The accompanying notes 1 to 20 are an integral part of the statement of profit or loss for the year ended 31 March 2024

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 31 MARCH 2024 AND 2023

A) STATEMENT OF RECOGNISED INCOME AND EXPENSE

(Euros)

Note Year ended 31
March 2024
Year ended 31
March 2023
PROFIT FOR THE YEAR (I) 3 107,462,395 96,165,647
Income and expense recognised directly in equity - -
TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (II) - -
TOTAL AMOUNTS TRANSFERRED TO PROFIT OR LOSS (III) - -
TOTAL RECOGNISED INCOME AND EXPENSE (I+II+III) 107,462,395 96,165,647

The accompanying notes 1 to 20 are an integral part of the statement of changes in equity for the year ended 31 March 2024

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 31 MARCH 2024 AND 2023

B) STATEMENT OF TOTAL CHANGES IN EQUITY

(Euros)

Capital (note
10.1)
Share
premium
(note 10.2)
Reserves
(notes 10.3,
10.4 & 10.5)
Own shares
(note 10.6)
Retained
earnings
(prior-year
losses)
Shareholder/o
wner
contributions
(note 10.7)
Profit for the
year
(note 3)
Interim dividend
(note 10.8)
Other equity
instruments
(note 10.9)
TOTAL
OPENING BALANCE AS AT 1 APRIL 2022 46,806,537 478,534,502 (299,735,041) (55,868,955) - 740,071,256 109,368,115 (36,153,300) 6,617,788 989,640,902
Total recognised income and expense - - - - - - 96,165,647 - - 96,165,647
Appropriation of prior-year earnings - - - - 14,057,168 - (109,368,115) 36,153,300 - (59,157,647)
Transactions with shareholders - - (52,180) (8,053,211) - - - (43,508,905) - (51,614,296)
Shares cancelled - - - - - - - - - -
Own share transactions (net) - - (52,180) (8,053,211) - - - - - (8,105,391)
Distribution of dividends - - - - - - - (43,508,905) - (43,508,905)
Other changes in equity - - 65,685 - - - - - 1,618,659 1,684,344
CLOSING BALANCE AS AT 31 MARCH 2023 46,806,537 478,534,502 (299,721,536) (63,922,166) 14,057,168 740,071,256 96,165,647 (43,508,905) 8,236,447 976,718,950
Total recognised income and expense - - - - - - 107,462,395 - - 107,462,395
Appropriation of prior-year earnings - - - - 2,766,695 - (96,165,647) 43,508,905 - (49,890,047)
Transactions with shareholders (3,106,537) (56,965,659) 246,620 54,034,310 - - - (97,044,905) - (102,836,171)
Own share transactions (net) - - 246,620 (6,037,886) - - - - - (5,791,266)
Shares cancelled (3,106,537) (56,965,659) - 60,072,196 - - - - - -
Distribution of dividends - - - - - - - (97,044,905) - (97,044,905)
Other changes in equity - - - - - - - - 4,530,617 4,530,617
CLOSING BALANCE AS AT 31 March 2024 43,700,000 421,568,843 (299,474,916) (9,887,856) 16,823,863 740,071,256 107,462,395 (97,044,905) 12,767,064 935,985,743

The accompanying notes 1 to 20 are an integral part of the statement of changes in equity for the year ended 31 March 2024

STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 MARCH 2024 AND 31 MARCH 2023

(Euros)

Note Year ended 31 March
2024
Year ended 31 March
2023
1. OPERATING ACTIVITIES
Profit before tax
Adjustments to profit/(loss):
Depreciation and amortisation
Impairment losses
Changes in provisions
Gains/losses on derecognition and disposal of fixed assets
Finance income
Finance costs
Change in fair value of financial instruments
Other cash used in operating activities
Dividends received
Interest received
Interest paid
Changes in working capital:
Increase/(decrease) in trade receivables
Increase/(decrease) in trade payables
Increase/(decrease) in other current assets and liabilities
Increase/(decrease) in other non-current assets and liabilities
5 & 6
14.1
14.4
118,423,285
(113,078,875)
2,451,870
158,895
6,235,953
-
(125,289,076)
3,363,483
-
(8,426,309)
(8,426,309)
-
-
77,109,892
(18,868,826)
96,000,163
(27,574)
6,130
102,191,161
(98,130,814)
1,840,599
169,273
4,771,762
7,634
(106,720,054)
1,295,912
504,060
131,832,656
131,804,941
27,715
-
12,452,328
20,715,193
(8,111,813)
(144,886)
(6,166)
Net cash flows from operating activities (1) 74,027,994 148,345,332
2. INVESTING ACTIVITIES
Payments for investments
Group companies and associates
Intangible assets
Property, plant and equipment
Other financial assets
Proceeds from disposals
Group companies and associates
Other financial assets
5
6
(508,225,251)
(504,189,864)
(2,522,212)
(1,513,175)
-
666,367,760
666,367,760
-
(93,292,452)
(88,332,549)
(2,600,332)
(1,855,511)
(504,060)
12,577,826
12,577,826
-
Net cash flows from/(used in) investing activities (2)
3. FINANCING ACTIVITIES
158,142,509 (80,714,625)
Proceeds from and payments for equity instruments
Buyback of own equity instruments
Issue and repayment of financial liabilities
Issue of notes and other marketable securities
Proceeds from borrowings from group companies and associates
Redemption of notes and other marketable securities
Repayment of bank borrowings
Repayment of borrowings from related parties
Dividends and payments on other equity instruments
Dividends
(68,324,439)
(68,324,439)
1,109,689
192,175,546
75,925
(190,600,000)
-
(541,782)
(146,934,952)
(146,934,952)
(9,891,379)
(9,891,379)
6,642,036
154,129,606
1,012,430
(148,500,000)
-
-
(102,666,552)
(102,666,552)
Net cash flows used in financing activities (3) (214,149,702) (105,915,895)
4. Effect of changes in exchange rates on cash and cash equivalents
(4)
- -
5. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(1+2+3+4)
18,020,801 (38,285,190)
Cash and cash equivalents - opening balance 24,336,449 62,621,639
Cash and cash equivalents - closing balance 42,357,250 24,336,449

The accompanying notes 1 to 20 are an integral part of the statement of cash flows for the year ended 31 March 2024

Aedas Homes, S.A.

Notes to the financial statements for the year ended 31 March 2024

1. Core business

Aedas Homes, S.A. (hereinafter, the Company) was incorporated as an open-ended sole-shareholder company on 9 June 2016 before Madrid notary public Mr. Carlos Entrena Palomero (protocol deed entry no. 955) under the name of SPV Spain 19, S.L.U. Its registered office is located in Madrid, on Paseo de la Castellana 130, postal code 28046. It is duly registered with the Companies Register in Madrid, Spain.

The Company was incorporated as a result of the subscription and payment by Structured Finance Management (Spain), S.L. of 3,000 indivisible shares, numbered sequentially, with a unit par value of 1 euro. They were paid for in cash. In 2016, a letter of intent was signed between the then Sole Shareholder and the company domiciled in Luxembourg called Hipoteca 43 Lux, S.A.R.L. for the sale of 100% of the shares held by the former in SPV Spain 19, S.L. The sale of those shares closed on 5 July 2016.

The Company's name was changed to Aedas Homes Group, S.L.U. on 18 July 2016 (before notary public Mr. Carlos Entrena Palomero, protocol entry no. 1228). The current name was taken in the wake of the corporate restructuring exercise.

On 12 September 2017, the Company's legal form of incorporation was changed to that of a public limited company (sociedad anónima) so that it took the name of AEDAS HOMES, S.A.

The Company's corporate purpose is to acquire, permit, manage, market and develop properties of any kind for holding, use, management, sale or lease.

The foregoing activities may also be performed in whole or in part on an indirect basis through ownership interests in other companies with similar corporate purposes. To that end, the Company may acquire, administer and sell securities of all kinds, including but not limited to, shares, convertible bonds and unitholdings of any kind. As at 31 March 2024 and 2023, the Company was the parent of a group of companies (the Group). A list of the Company's subsidiaries is provided in Appendix I of these annual financial statements. Aedas Homes, S.A. and the subsidiaries itemised in Appendix I have drawn up consolidated financial statements, applying the International Financial Reporting Standards adopted by the European Union (IFRS-EU), authorising their issuance on 29 May 2024.

On 30 March 2020, the Company's shareholders resolved, in general meeting and on the basis of a report from the Board of Directors, to change the Company's fiscal year to the 12 months elapsing between 1 April and 31 March of the following year, with the exception of the first fiscal year following the change, which ran from 1 January 2020 until 31 March 2020. These annual financial statements therefore correspond to the 12-month period elapsing between 1 April 2023 and 31 March 2024 (FY 2023/24).

2. Basis of presentation of the financial statements

2.1 Financial reporting framework applicable to the Company

The accompanying financial statements for the year ended 31 March 2024 were authorised for issue by the directors in keeping with the financial reporting regulatory framework applicable to Company, namely:

  • Spain's Code of Commerce and other company law.
  • Spain's General Accounting Plan enacted by Royal Decree 1514/2007, as amended by Royal Decrees 1159/2010, 602/2016 and 1/2021, and, specifically, the accounting standards adapting the Plan for real estate companies (published via Ministerial Order on 28 December 1994). Pursuant to Transitional Provision Five of Royal Decree 1514/2007 enacting the General Accounting Plan, as a general rule, the sector adaptations and other implementing accounting regulations in force on the date of publication of the said Royal Decree continue to apply insofar as they do not contradict the terms of the Code of Commerce, Corporate Enterprises Act (approved by Royal Decree-Law 1/2010), specific provisions or the General Accounting Plan itself.
  • The binding rules issued by the ICAC (acronym in Spanish for the Audit and Accounting Institute) implementing the General Accounting Plan and complementary rules and regulations.
  • Other applicable Spanish accounting regulations.

2.2 Fair presentation

The accompanying financial statements were prepared from the Company's auxiliary accounting records in accordance with prevailing accounting legislation to give a true and fair view of its equity, financial position and performance. The statement of cash flows has been prepared to present accurately the origin and usage of the Company's monetary assets such as cash and cash equivalents.

2.3 Functional and presentation currency

The financial statements for the year ended 31 March 2024 are presented in euros, which is the Company's functional and presentation currency.

However, for practical reasons, in order to simplify certain disclosures, some of the figures provided in these notes are expressed in thousands or millions of euros.

2.4 Non-mandatory accounting policies applied

The Company has not applied any non-mandatory accounting policies. Further, the Company's directors have drawn up these financial statements for the year ended 31 March 2024 in accordance with all mandatory accounting principles and rules which have a material impact thereon. All mandatory accounting policies have been applied.

2.5 Critical issues regarding the measurement and estimation of uncertainty

In preparing the Company's financial statements, its directors used estimates to measure certain of the assets, liabilities, income and expenses recognised and to provide the breakdown of contingent liabilities. Those estimates were made on the basis of the best available information at year-end. However, the uncertainty inherent in those estimates means that future events could oblige the directors to modify them in the next financial year, prospectively if warranted. Essentially, those estimates refer to:

• Assessment of the potential impairment of the Company's financial investments in Group companies and the accounts receivable from Group companies (note 4.5).

• The probability of obtaining future taxable income when recognising deferred tax assets (note 4.8).

In addition to other relevant information regarding the estimation of uncertainty at the reporting date, the key assumptions regarding the future that imply a considerable risk that the carrying amounts of assets and liabilities may require material adjustment in the next financial year, are as follows:

Impairment of investments in Group companies, jointly-controlled entities and associates

The measurement of investments in Group companies and associates requires the use of estimates to determine their fair value for impairment testing purposes. Unless better evidence is available, the recoverable amount is estimated on the basis of the equity of the investee, adjusted by any unrealised capital gains existing on the measurement date implicit in the appraisal of the real estate assets belonging to the Company's investees (note 4.5).

The recoverable amount of the real estate properties held by the Group companies is estimated on the basis of appraisals performed by independent experts unrelated to the Group. As at 31 March 2024, the Group measured the realisable value of its inventories, understood as their estimated sale price less all of the estimated costs necessary to complete their construction. Their fair value was determined on the basis of appraisals performed by independent experts. Savills Aguirre Newman Valoraciones y Tasaciones, S.A. appraised the Group's real estate asset portfolio as at 31 March 2024 (without considering prepayments to suppliers). The assets were appraised using the 'market value' assumption, in keeping with the Valuation - Professional Standards and Guidance notes published by Great Britain's Royal Institution of Chartered Surveyors (RICS) (note 7).

2.6 Comparative information

As required under Spanish company law, the Company discloses comparative information in respect of the previous reporting period for all amounts disclosed in the financial statements for the year ended 31 March 2024(balance sheet, statement of profit or loss, statement of changes in equity and statement of cash flows). Both years' lines items are comparable and uniform, except as disclosed in note 2.8 below.

A summary of the significant accounting policies applied is provided in note 4.

2.7 Aggregation

Certain of the items presented on the balance sheet, statement of profit or loss, statement of changes in equity and statement of cash flows are aggregated to facilitate reader comprehension. However, to the extent that the effect of so doing is significant, these items are disclosed separately in the corresponding notes.

2.8 Changes in accounting policies

The accounting policies applied during the year ended 31 March 2024 are not materially different from those applied in the year ended 31 March 2023.

2.9 Fair value

Fair value is the price that would be received to sell an asset or paid to transfer or cancel a liability in an orderly transaction between market participants at the measurement date. Fair value is determined without any deduction for transaction costs the Company may incur on sale or other disposal. The amount an entity would receive or pay in a forced transaction, involuntary liquidation or distress sale is not considered fair value.

As a general rule, fair value is calculated by reference to a reliable market input. The fair value of financial instruments for which there is no active market is determined using valuation models and techniques.

The inputs used to determine fair value are classified into three levels according to the fair value hierarchy:

  • a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.
  • b) Level 2: estimates based on quoted prices in active markets for similar instruments or by means of other valuation techniques for which all of the significant inputs are based on market data that are observable either directly or indirectly.
  • c) Level 3: estimates in which at least one significant input is not based on observable market data.

Fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. To that end a significant input is one that has a decisive influence on the outcome of the measurement. In assessing the importance of a given input to the measurement, the Company takes into account the specific characteristics of the asset or liability being measured.

3. Appropriation of profit/(loss)

The appropriation of profit for the year ended 31 March 2024 agreed by the Company's directors at a meeting held on 29 May 2024, which is pending ratification at the Annual General Meeting, is as follows:

Basis of appropriation:

Profit for the year: 107,462,395 euros.

Appropriation to:

DIVIDENDS: in the amount (before withholding tax) equal to the sum of the following two amounts:

  • i. 97,044,905 euros (interim dividend) corresponding to an interim dividend against profit for the year ended 31 March 2024 equivalent to 2.25 euro per share times the number of shares outstanding other than own shares on the date it was approved by the Board of Directors, specifically 17 March 2024, in keeping with the statement issued at the time, as required under company law, to substantiate the existence of sufficient liquidity to distribute that dividend against earnings for the year ended 31 March 2024. The interim dividend was paid on 26 March 2024.
  • ii. The amount obtained by multiplying 0.24 euros per share by the number of shares outstanding other than own shares on the record date (final dividend). The final dividend will be paid to the Company's shareholders on 31 July 2024.

The final dividend will be paid in cash, at the amount per share and on the date indicated above, through the entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) where the shareholders' shares are on deposit.

The Board of Directors is empowered, and specifically has the power to delegate its powers in one or more of its members, to perform as many acts as may be needed or advisable to make this distribution, specifically including but not limited to setting the dividend payment date and designating the payment agent.

RETAINED EARNINGS: This amount will be calculated by subtracting the amount to be appropriated to dividends from the basis of appropriation.

Total appropriation: 107,462,395 euros.

This proposed appropriation of profit authorised by the Board of Directors for submission for ratification at the Annual General Meeting includes the payment of a final dividend of 0.24 euros times the number of shares outstanding other than own shares on the record date. As a result, assuming that on the date of distributing the proposed final dividend the number of own shares of the Company is the same as at 31 March 2024 (583,260 shares), the maximum dividend payable (interim plus final dividend) would be 107,392,923 euros, which would implying appropriating 69,472 euros to retained earnings.

4. Recognition and measurement standards

The main recognition and measurement rules used by the Company to draw up the accompanying financial statements in accordance with prevailing accounting principles are the following:

4.1 Intangible assets

Intangible assets are initially measured at either acquisition or production cost. The cost of intangible assets acquired in a business combination is their acquisition-date fair value.

Following initial measurement, they are stated at cost less accumulated amortisation and any impairment losses.

Intangible assets are amortised on a straight-line basis as a function of their estimated useful lives and residual values. Amortisation methods and periods are reviewed at the end of each reporting period, and adjusted prospectively where applicable. Intangible assets are tested for impairment at least at each financial year-end and any impairment is recognised.

Software

This heading includes the costs incurred for software developed by third parties. It is amortised on a straightline basis over its estimated useful life of three years.

Expenses for repairs that do not prolong the useful life of the assets, as well as maintenance expenses, are taken to profit and loss in the year incurred.

4.2 Property, plant and equipment

Items of property, plant and equipment are initially recognised at either acquisition or production cost. The cost of property, plant and equipment acquired in a business combination is the fair value of the assets at the acquisition date.

Following initial recognition, these assets are carried at cost less accumulated depreciation and any impairment losses.

Expenses for repairs that do not prolong the useful life of the assets, as well as maintenance expenses, are taken to profit and loss in the year incurred. Expenses incurred to upgrade, expand or improve these assets that increase their productivity or prolong their useful life are capitalised as an increase in the carrying amount of the item, while the carrying amount of any substituted assets is derecognised.

Once ready for their intended use, items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives.

The annual depreciation charges are made with a balancing entry in the statement of profit or loss as a function of the assets' estimated useful lives. The average estimated useful lives of the items comprising property, plant and equipment are shown below:

Annual
depreciation rate
2024
Straight-line depreciation schedule:
Buildings 14%
Other facilities 20%
Furniture & fittings 10%
Computer equipment 25%
Other items of PP&E 20%

4.3 Impairment of non-financial assets

The Company assesses whether there is any indication that a non-current asset or cash-generating unit may be impaired at least at each reporting date. If there is, it proceeds to estimate the asset's recoverable amount.

The recoverable amount is the higher of fair value less costs to sell and value in use. When the carrying amount exceeds the recoverable amount, the asset is considered impaired. Value in use is the present value of expected future cash flows, discounted using risk-free market rates, adjusted for the risks specific to the asset. For those assets that do not generate cash inflows that are largely independent of the inflows of other assets or groups of assets, the recoverable amount is determined for the cash-generating units to which the assets belong, such cash-generating units being understood to mean the smallest identifiable group of assets that generates cash inflows that are largely independent of the inflows of other assets or groups of assets.

Impairment losses and any subsequent reversals are recognised in profit and loss. Impairment losses are reversed only if the circumstances giving rise to them have ceased to exist. Goodwill impairment losses are not reversed. Any such reversal is limited to the carrying amount that would have been determined had no impairment loss been recognised for the asset in question.

4.4 Leases

Leases are classified as finance leases when, based on the economic terms of the arrangement, substantially all the risks and rewards incidental to ownership of the leased item are transferred to the lessee. All other lease arrangements are classified as operating leases.

Operating lease payments are expensed in profit and loss as they accrue.

4.5 Financial instruments

Financial assets

The Company's financial assets are classified into the following categories:

a) Financial assets at amortised cost: this category includes financial assets, including those admitted to trading on an organised market, which the Company holds with the objective of collecting the contractual cash flows and whose contractual terms give rise to payments on specific dates that are solely payments of principal and interest on the principal outstanding.

As a general rule, this category includes:

  • i) Trade receivables: originated by the sale of goods or provision of services in the ordinary course of business for which collection is deferred; and
  • ii) Non-trade accounts receivable: originated by the provision by the Company of loans and credit carrying fixed or determinable payments.
  • b) Financial assets at cost: this category includes the following investments (if any): a) equity instruments in Group companies, jointly-controlled entities and associates; b) equity instruments whose fair value cannot be estimated reliably and derivatives with such investments as underlying; c) hybrid financial assets whose fair value cannot be estimated reliably, unless they qualify for measurement at amortised cost; d) contributions made under unincorporated joint venture and similar agreements ("contratos de cuentas en participación"); e) profit-participating loans whose interest is contingent; and f) financial assets which should be classified in the next category whose fair value cannot be estimated reliably.

Group companies are companies controlled by the Company; associates are companies over which the Company has significant influence. Jointly-controlled entities are companies where control is contractually shared with one or more venturers.

Financial assets are, in general terms, initially recognised at the fair value of the consideration delivered plus directly attributable transaction costs. However, transaction costs directly attributable to assets recognised at fair value through profit or loss are recognised in profit or loss for the year.

In addition, in the case of equity investments in Group companies that give control over the subsidiary, the fees paid to legal advisors and other professionals in connection with the acquisition are also recognised directly in the statement of profit or loss.

Financial assets are carried at amortised cost by recognising the interest accrued using the effective interest method in the statement of profit or loss.

Investments in group companies, associates and jointly-controlled entities are measured at cost less any impairment loss. Impairment loss is calculated as the difference between the investment's carrying amount and recoverable amount, deemed to be the higher of fair value less costs to sell and the present value of the projected cash flows from the investment. The recoverable amount of investments in equity instruments is estimated on the basis of the equity of the investee, adjusted for any unrealised gains at the measurement date (net of the tax effect), unless better evidence is available (note 7).

The recoverable amount of the real estate properties held by the Group companies is estimated on the basis of appraisals performed by independent experts unrelated to the Group. Those appraisals calculate fair value primarily using the discounted cash flow method or the dynamic residual method for the properties owned by its investees, in keeping with the Valuation and Appraisal Standards published by the Royal Institution of Chartered Surveyors (RICS) of Great Britain, and the International Valuation Standards (IVS) published by the International Valuation Standards Committee (IVSC).

The Company holds majority interests in certain companies. The accompanying financial statements are the Company's separate financial statements and are not presented on a consolidated basis with those of the entities in which it has a majority interest.

The Company tests its financial investments in Group companies for impairment at least at each yearend. If the recoverable amount of a financial asset is lower than its carrying amount this is deemed objective evidence of impairment and the corresponding impairment loss is recognised in profit and loss.

The criteria used by the Company to calculate impairment losses on financial assets at amortised cost, if any, is based on an individual assessment of the risk of non-performance of each debtor. The Company had no balances receivable at risk of non-performance not provided for at year-end.

The Company derecognises a financial asset or part of a financial asset when the contractual rights to the cash flows have expired or when the risks and rewards incidental to ownership of the asset have been substantially transferred; it determines whether substantially all the risks and rewards of ownership of the financial asset have been transferred by comparing the Company's exposure, before and after the transfer, to the variability in the amounts and timing of the net cash flows of the transferred asset. It is considered that it has transferred substantially all the risks and rewards of ownership of a financial asset if its exposure to such variability is no longer significant in relation to the total variability in the present value of the future net cash flows associated with the financial asset.

Whenever a financial asset is derecognised, the difference between the consideration received, net of attributable transaction costs, including any new financial asset obtained less any liability assumed, and the carrying amount of the asset transferred, determines the gain or loss generated, and is recognised in the statement of profit or loss for the year to which it relates.

Financial liabilities

The financial liabilities assumed or incurred by the Company are classified into the following categories for measurement purposes:

  • Financial liabilities at amortised cost: debts and payables owed by the Company originating from the purchase of goods and services in the ordinary course of business; and others that are not commercial in origin but rather originate from loans or credit received by the Company that cannot be considered derivatives. They are initially measured at the fair value of the consideration received less directly attributable transaction costs. They are subsequently measured at amortised cost.

Financial assets and liabilities are presented separately on the balance sheet and are presented net if and only if the Company has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

In keeping with applicable accounting principles, the following are classified as current liabilities: obligations that fall due or will be extinguished within 12 months of the reporting date and those related with the normal operating cycle, including those the Company expects to settle in the course of that cycle regardless of their maturity. The "normal operating cycle" is the period of time between the acquisition of assets for use in its business activities and their realisation in cash or cash equivalents. In the specific instance of the Company's business, it is therefore understood that all of the liabilities assumed to acquire or finance its inventories have to be recognised as current liabilities.

The Company derecognises its financial liabilities when the related obligation is discharged, cancelled or expires.

Loans received from related parties are recognised as financial liabilities at amortised cost so long as the contractual terms of the loans enable the reliable estimation of the cash flows of the financial instrument, to which end the Company calculates the fair value at the time of grant using a market interest rate for a loan with similar characteristics; subsequent to initial recognition, the interest expense is accrued using the effective interest rate method.

Derivatives are recognised at fair value and subsequent changes in their fair value are recognised in profit and loss.

Own shares

Own shares acquired by the Company during the year are recognised at the amount of consideration given in exchange and are presented as a deduction from equity. The gains and losses resulting from the purchase, sale, issuance or cancellation of own equity instruments are recognised directly in equity and are not reclassified to profit or loss under any circumstances.

4.6 Cash and cash equivalents

The Company recognises cash, demand deposits and other highly liquid short-term investments that can be monetised within three months of their acquisition, are not subject to a risk of changes in value and are part of the Company's standard cash management strategy within "Cash and cash equivalents" on the balance sheet.

For cash flow statement purposes, occasional bank overdrafts used as part of the Company's cash management strategy are recognised as a decrease in cash and cash equivalents.

4.7 Provisions and contingencies

In drawing up the annual financial statements, the Company's directors distinguish between:

  • a. Provisions: liabilities recognised to cover a present obligation arising from past events, of uncertain timing and/or amount, settlement of which is expected to result in an outflow of resources embodying economic benefits.
  • b. Contingent liabilities: a possible obligation that arises from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the Company's control.

The financial statements recognise all provisions in respect of which it is considered more likely than not that a present obligation exists. Contingent liabilities are not recognised in the financial statements, but are disclosed in the accompanying notes, unless the possibility of an outflow of resources embodying economic benefits is considered remote.

Provisions are measured at the present value of the best estimate of the expenditure required to settle or transfer the present obligation based on information available concerning the obligating event and its consequences; changes in the provision's carrying amount arising from discounting are recognised as finance cost as accrued.

The compensation to be received from a third party when an obligation is settled is recognised as a separate asset so long as it is virtually certain that the reimbursement will be received, unless the risk has been contractually externalised so that the Company is legally exempt from having to settle, in which case the reimbursement is taken into consideration in estimating the amount of the provision, if any.

4.8 Income tax

Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).

Current tax is the amount of income tax payable (recoverable) by the Company in respect of the taxable profit (tax loss) for the year. In addition to withholdings and payments on account, current tax is reduced by the application of unused tax credits and unused tax losses.

Deferred tax expense or income corresponds to the recognition and derecognition of deferred tax assets and liabilities. These include taxable and deductible temporary differences between the carrying amount of an asset or liability and its tax base, and the carry forward of unused tax credits and unused tax losses. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply when the asset is realised or the liability settled.

Deferred tax liabilities are recognised for all taxable temporary differences, except to the extent that they arise from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction affects neither accounting profit nor taxable profit.

Deferred tax assets are only recognised when the Company considers it probable that future taxable profit will be available against which these assets may be utilised within the foreseeable future, even if the legallystipulated deadline for utilising them is longer.

Deferred tax assets and liabilities relating to transactions charged or credited directly to equity are also recognised in equity.

At each year-end, the deferred tax assets recognised are reassessed and their carrying amount is reduced if there are any doubts about their recoverability. At the end of each reporting period, previously unrecognised deferred tax assets are also reassessed. A previously unrecognised deferred tax asset is recognised if it has become probable that taxable profit will be available against which the asset can be utilised.

On 27 December 2017, the Board of Directors resolved to apply the tax consolidation regime (contemplated in article 55 et seq. of the Spanish Corporate Income Tax - Law 27/2014) in 2018 and thereafter, designating Aedas Homes, S.A. as the parent of the tax group. The tax group is made up of its parent, Aedas Homes S.A., and its subsidiaries: Aedas Homes Opco, S.L.U, Aedas Homes Living, S.L.U, Falcon Desarrollos Inmobiliarios, SLU, Aedas Homes Canarias S.L.U, Damalana Servicios y Gestiones, S.L.U, Servicios Inmobiliarios Mauna Loa, S.L.U, Egon Asset Development, S.L.U, Aedas Homes Rental, S.L.U, Aedas Homes Servicios Inmobiliarios, S.L.U, Live Virtual Tours, S.L.U. and SPV Spain 2, S.L.

4.9 Distinction between current and non-current

The following assets are classified as current assets: those associated with the normal operating cycle (which is generally considered to be one year); other assets that are expected to mature, be sold or realised within 12 months of the reporting date; financial assets held for trading other than financial derivatives due for settlement more than 12 months from the reporting date; and cash and cash equivalents. Any assets that do not meet these criteria are classified as non-current assets.

Likewise, the following liabilities are classified as current liabilities: those related with the normal operating cycle; financial liabilities held for trading other than financial derivatives due for settlement more than 12 months from the reporting date; and, in general, all liabilities that fall due or will be extinguished within 12 months of the reporting date. All other liabilities are presented as non-current.

4.10 Income and expenses

Revenue and expenses are recognised when earned or incurred, respectively, regardless of when actual collection or payment occurs.

Revenue generated by the sale of goods or provision of services is measured at the amount of cash or cash equivalents received or at the fair value of the consideration received or receivable which, barring evidence to the contrary, is the price agreed less any discounts, taxes or interest included in the face value of receivables. The amount of revenue recognised includes the best estimate of variable consideration to the extent it is highly probable that a significant reversal of revenue will not occur.

Revenue is recognised over time, because the Company does not transfer control over its goods or services at a single point in time. It is measured by reference to the progress made towards complete satisfaction of performance obligations at the reporting date, so long as that level of progress can be reliably estimated. If it cannot, the Company only recognises revenue in an amount equivalent to the costs incurred that it reasonably expects to recover.

The Company provides administrative and development management services to its Group, recognising the related revenue in accordance with the progress made towards complete satisfaction of the performance obligation as of the reporting date.

Revenue from performance obligations that are satisfied at a point in time is recognised at that point in time, accounting for any costs incurred to produce the goods or services in the interim as inventories.

Interest income on financial assets is recognised using the effective interest rate method; dividends are recognised when the shareholder's right to receive them is established. Interest and dividend income accrued on financial assets after their date of acquisition is recognised as revenue in the statement of profit or loss.

4.11 Transactions in foreign currency

The Company's functional currency is the euro. As a result, transactions denominated in currencies other than the euro are considered foreign-currency transactions and are recognised at the exchange rate prevailing on the transaction date.

At year-end, monetary assets and liabilities denominated in foreign currency are translated at the spot rate prevailing at the reporting date. Any resulting gains or losses are recognised directly in profit or loss in the year incurred.

There were no balances in foreign currency as at 31 March 2024. Nor did the Company carry out transactions in foreign currency of significant amount in the year then ended (or the previous year).

4.12 Business combinations

The Group companies account for the business combinations to which they are party. Business combinations are transactions in which an entity acquires control of one or more businesses.

In business combinations involving either the merger or division of several companies, or the acquisition of all of the assets and liabilities of a company or a part of a company constituting one or more businesses, the acquisition method outlined in item 2 of measurement standard 19 of the General Accounting Plan is applied. This method stipulates that the acquiror recognise, at the acquisition date, the assets acquired and liabilities assumed in the business combination at their fair values, additionally recognising any difference between the value of said assets and liabilities and the cost of the business combination. That difference is calculated as the sum of: i) the acquisition-date fair values of the assets received, liabilities incurred or assumed and the equity instruments issued in exchange for the business or businesses acquired; and ii) the fair value of any additional consideration that depends on future events or delivery of certain conditions, so long as it is deemed probable that such contingent consideration will become payable and its fair value can be measured reliably.

Elsewhere, transactions involving mergers, divisions or non-monetary business contributions between Group companies, as defined in the standard governing the measurement of intra-group transactions, are accounted for in accordance with that standard. Specifically, in transactions between Group companies involving the parent, either directly or indirectly, the assets and liabilities constituting the business acquired are measured at the amount at which they would be recorded, pro forma for the transaction, in the consolidated annual financial statements of the Group in accordance with the rules for drawing up such statements stipulated in Spain's Code of Commerce. In the case of transactions between other Group companies, the assets and liabilities of the business are measured at the amounts at which they were carried in the separate annual financial statements prior to the transaction. Any difference arising from application of the above criteria is recognised within one of the Company's reserve headings.

In business combinations involving the acquisition of the shares of a company, including those received by virtue of a non-monetary contribution upon the incorporation of the company or subsequently in the course of a rights issue, or other transactions or developments the result of which is that a company obtains control over another company, whether or not it already held an equity interest in that company, the investing company must account for the investment in the equity of other group companies in its separate annual financial statements in accordance with the rules established in section 2.4 of the General Accounting Plan measurement standard addressing financial instruments.

4.13 Director and key management personnel remuneration

The remuneration earned by the Company's key management personnel (note 17) is recognised on an accrual basis such that the Company recognises the corresponding provision at each reporting date in respect of any amounts that have not yet been paid.

4.14 Environmental assets and liabilities

Environmental assets are long-lived assets used in the ordinary course of the Company's business whose ultimate purpose is to minimise its environmental impact or improve its environmental record and include assets designed to reduce or eliminate future contamination.

Given the business activity performed by the Company, it has no environmental liabilities, expenses, assets, provisions or contingencies that could be material in respect of its equity, financial position or performance. Environmental disclosures are accordingly not provided in these annual financial statements.

4.15 Related party transactions

The Company carries out all transactions with related parties (whether financial, commercial or other in nature) at transfer prices that meet the OECD's rules governing transactions with Group companies and associates. The Company has duly met its documentation requirements in respect of these transfer prices so that its directors believe there is no significant risk of related liabilities of material amount. Nevertheless, the accompanying financial statements for the year ended 31 March 2024 should be interpreted in the context of the Group to which the Company belongs (note 1).

In the event of a significant difference between the price so established and the fair value of a transaction between related parties, the difference would be considered a distribution of profits or contribution of funds between the Company and the related party in question and as such would be recognised with a charge or credit to a reserves account, as warranted.

Related-party transactions are governed by measurement standard no. 13 of Spain's General Accounting Plan. Specifically:

  • A company is deemed part of the Group when both entities are bound by a direct or indirect controlling relationship, equivalent to that defined in article 42 of Spain's Code of Commerce, or when the entities are controlled by any means by one or more legal persons acting jointly or under shared management by contractual or bylaw-stipulated agreement.
  • An entity is considered an associate when, without qualifying as a Group company in the sense outlined above, the parent company or parent natural persons exercise significant influence over the entity.
  • One party is considered related to the other when one of them exercises or has the power to exercise, directly or indirectly or by virtue of shareholder agreements, control over the other or can significantly influence the financial and operating decision-making of the other.

The Company's related parties include, in addition to its subsidiaries, jointly controlled entities and associates, its shareholders, key management personnel (the members of its Board of Directors and its executives, along with their close family members) and the entities over which its key management personnel have control or significant influence. Specifically, related-party transactions are those performed with non-Group agents with whom there is a relationship in accordance with the definitions and criteria derived from Spain's Ministry of Finance Order EHA 3050/2004 (of 15 September 2004) and CNMV Circular 1/2005 (of 1 April 2005).

The Company conducts all related-party transactions on an arm's length basis.

4.16 Classification of certain items of income at holding companies

In preparing the accompanying statement of profit or loss, the directors of Aedas Homes, S.A., whose business activities include those of a holding company (note 1), have considered the response provided by Spanish Audit and Accounting Institute (ICAC for its acronym in Spanish) to the consultation published in the official journal of the ICAC (# 79, November 2009) regarding how to account for the revenue and expenses of a holding company in separate financial statements and how to determine revenue for this class of entity; that interpretation was then included in the Resolution issued by the ICAC on 10 February 2021, issuing the recognition, measurement and financial statement disclosure rules for revenue generated by the delivery of goods and services.

As outlined in the above consultation, all of the revenue obtained by a company as a result of its 'financial' activity, insofar as that activity is considered 'ordinary', must be included within "Revenue". As a result, in keeping with the foregoing, both the dividends and any gains obtained from the sale of shares, their derecognition or a change in their fair values are deemed part of "Revenue".

Below is an explanation of the headings that have accordingly been included within "Revenue":

  • Income from equity investments: including the dividends accrued from holding shares in other companies.
  • Changes in the fair value of financial instruments, other than investments constituting investments in subsidiaries, jointly controlled entities or associates.
  • Gains on the disposal of financial instruments, other than those deriving from the derecognition of investments in subsidiaries, jointly controlled entities or associates.
  • Finance income from loans granted to subsidiaries.

In addition, any impairment losses on financial instruments and any losses realised on the sale of such instruments, other than those deriving from the derecognition of investments in subsidiaries, jointly controlled entities or associates, are included within the Company's operating profit.

The gains or losses deriving from the disposal of financial instruments that do constitute investments in subsidiaries and associates are included within operating profit.

4.17 Termination benefits

Under prevailing company law, the Company is obliged to pay severance to employees who are discontinued under certain circumstances. Termination benefits that can be reasonably estimated are recognised as an expense in the year in which the Company creates a valid expectation on the part of those affected by the redundancy decision.

4.18 Share-based payment transactions

The Company recognises, on the one hand, the goods and services received as an asset or expense, depending on their nature, at the time they are received and, the corresponding increase in equity, if the transaction is settled using equity instruments, or the corresponding liability, if it is settled in an amount that is based on the value of the equity instruments, on the other.

In the case of equity-settled share-based transactions, both the services provided and the related increase in equity are measured at the fair value of the equity instruments granted with reference to the date of their grant. If, on the other hand, they are settled in cash, the goods and services received and the corresponding liability are recognised at the fair value of the latter, with reference to the date on which the vesting conditions are met.

5. Intangible assets

The reconciliation of the carrying amount of intangible assets at the beginning and end of the year ended 31 March 2024:

Euros
Year ended 31 March 2024 Software Intangible asset
prepayments
Total
Cost
Balance as at 1 April 2023 6,520,430 688,048 7,208,478
Additions 2,509,712 42,915 2,552,627
Amounts derecognised - (30,415) (30,415)
Transfers - - -
Balance as at 31 March 2024 9,030,142 700,548 9,730,690
Accumulated amortisation:
Balance as at 1 April 2023 (3,381,148) - (3,381,148)
Additions (1,765,118) - (1,765,118)
Amounts derecognised - - -
Balance as at 31 March 2024 (5,146,266) - (5,146,266)
Carrying amount as at 31 March 2024 3,883,876 700,548 4,584,424

The reconciliation of the carrying amount of intangible assets at the beginning and end of the year ended 31 March 2023:

Euros
Year ended 31 March 2023 Software Intangible asset
prepayments
Total
Cost
Balance as at 1 April 2022 4,363,657 244,489 4,608,146
Additions 2,156,773 443,559 2,600,332
Amounts derecognised - - -
Transfers - - -
Balance as at 31 March 2023 6,520,430 688,048 7,208,478
Accumulated amortisation:
Balance as at 1 April 2022 (2,068,740) - (2,068,740)
Additions (1,312,408) - (1,312,408)
Amounts derecognised - - -
Balance as at 31 March 2023 (3,381,148) - (3,381,148)
Carrying amount as at 31 March 2023 3,139,282 688,048 3,827,330

The main additions in both years related to software developed by third parties to speed up and improve the Company's administrative and business processes to make them more efficient. The amounts recognised under "Intangible asset prepayments" related to investments in software under development.

No items of intangible assets were pledged as collateral at either 31 March 2024 or 2023.

At 31 March 2024, the original cost of fully amortised intangible assets still in use was 2,651,480 euros (31 March 2023: 1,709,088 euros).

6. Property, plant and equipment

The reconciliation of the carrying amount of property, plant and equipment at the beginning and end of the year ended 31 March 2024:

Euros
Year ended 31 March 2024 Buildings Other
facilities
Furniture &
fittings
Computer
equipment
Other items
of PP&E
Prepayments for
PP&E
Total
Cost
Balance as at 1 April 2023 2,448,758 73,370 474,829 796,639 116,715 755,523 4,665,834
Additions 1,858,588 - 140,567 58,744 3,172 1,310,845 3,371,915
Amounts derecognised - - - - - (1,715,941) (1,715,941)
Transfers - - - - - - -
Balance as at 31 March 2024 4,307,346 73,370 615,396 855,383 119,887 350,427 6,321,808
Accumulated depreciation:
Balance as at 1 April 2023 (772,591) (51,451) (180,583) (615,304) (89,685) - (1,709,614)
Additions (532,225) (8,364) (53,012) (77,978) (15,173) - (686,752)
Amounts derecognised - - - - - - -
Balance as at 31 March 2024 (1,304,816) (59,815) (233,595) (693,282) (104,858) - (2,396,366)
Carrying amount as at 31
March 2024
3,002,530 13,555 381,801 162,101 15,028 350,427 3,925,442

The reconciliation of the carrying amount of property, plant and equipment at the beginning and end of the year ended 31 March 2023:

Euros
Year ended 31 March 2023 Buildings Other
facilities
Furniture &
fittings
Computer
equipment
Other items
of PP&E
Prepayments
for PP&E
Total
Cost
Balance as at 1 April 2022 983,875 76,943 414,885 714,524 109,717 547,131 2,847,075
Additions 976,913 11,000 69,067 105,173 8,319 734,893 1,905,365
Amounts derecognised (38,530) (14,573) (9,123) (23,058) (1,321) - (86,605)
Transfers 526,500 - - - - (526,500) -
Balance as at 31 March 2023 2,448,758 73,370 474,829 796,639 116,715 755,524 4,665,835
Accumulated depreciation:
Balance as at 1 April 2022 (394,992) (54,408) (137,069) (551,618) (72,455) - (1,210,542)
Additions (377,598) (8,699) (43,514) (80,084) (18,296) - (528,191)
Amounts derecognised - 11,656 - 16,398 1,065 - 29,119
Balance as at 31 March 2023 (772,591) (51,451) (180,583) (615,304) (89,686) - (1,709,615)
Carrying amount as at 31 March 2023 1,676,167 21,919 294,246 181,335 27,029 755,524 2,956,220

The additions in both years mainly reflect the acquisition of computer equipment and investments in new offices.

The Company has taken out insurance policies to cover the carrying amount of its property, plant and equipment.

At 31 March 2024, the original cost of fully depreciated property, plant, and equipment still in use was 1,079,867 euros (31 March 2023: 780,944 euros).

Operating leases

The future minimum payments under non-cancellable leases over offices and company cars at year-end break down as follows:

Euros
31 Mar. 2024
31 Mar. 2023
Within one year 1,379,563 1,566,314
Between one and five years 4,138,690 2,655,647
More than five years 2,969,766 2,963,872
8,488,019 7,185,833

7. Equity investments in group companies, jointly controlled entities and associates

The breakdown of the Company's "Non-current investments in group companies and associates" is provided in the table below:

Euros
31 Mar. 2024 31 Mar. 2023
Equity interest in AEDAS HOMES OPCO, S.L.U. 200,287,835 200,287,835
Equity interest in AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. 4,574,105 4,574,105
Equity interest in LIVE VIRTUAL TOURS, S.L.U. 469,005 319,005
Impairment of the equity interest in LIVE VIRTUAL TOURS, S.L.U. (469,005) (310,112)
Equity investment in JAVA INVESTMENTS HOLDINGS, S.A.R.L 29,258,094 -
Equity interest in BTS SERVICIOS INMOBILIARIOS JV1, S.L. 4,900,000 -
239,020,034 204,870,835

The reconciliation of the Company's "Non-current investments in group companies and associates" at the beginning and end of the year ended 31 March 2024 is shown below:

Euros
Balance as
at 31 Mar.
2023
Purchases Contributions (Impairment)
/ Reversals
Balance as
at 31 Mar.
2024
AEDAS HOMES OPCO, S.L.U. 200,287,835 - - - 200,287,835
AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. 4,574,105 - - - 4,574,105
LIVE VIRTUAL TOURS, S.L.U. 8,895 - 150,000 (158,895) -
JAVA INVESTMENTS HOLDINGS, S.A.R.L - - 29,258,094 - 29,258,094
BTS SERVICIOS INMOBILIARIOS JV1, S.L - - 4,900,000 - 4,900,000
Non-current equity investments in group companies
and associates
204,870,835 - 34,308,904 (158,895) 239,020,034

Description of the main movements during the year ended 31 March 2024:

  • On 25 September 2023, Aedas Homes Servicios Inmobiliarios, S.L.U. incorporated a company called BTS Servicios Inmobiliarios JV1, S.L., as set down in a deed notarised by Francisco Javier Monedero San Martín (entry #2,320 of his official protocol). Subsequently, Aedas Homes S.A. acquired 100% of that company, as set down in the share purchase agreement recorded by that same notary on 11 March 2024 (entry #1,077 of his protocol). On 20 March 2024, BTS Servicios Inmobiliarios JV1, S.L. agreed to increase its share capital in order to bring in new shareholders. As a result, Aedas Homes, S.A. diluted its shareholding to 24.5% (recorded in a deed by that same notary under entry #1,176 of his protocol).
  • On 25 September 2023, Aedas Homes Servicios Inmobiliarios, S.L.U. incorporated a company called SERVICIOS INMOBILIARIOS RESIDENCIAL EN VENTA JV2, S.L., as set down in a deed notarised by Francisco Javier Monedero San Martín (entry #2,321 of his official protocol).
  • Under the scope of these activities, on 5 February 2024 the Company entered into a private agreement with Java Private Holdings S.à r.l. (the "Shareholder"), an investee owned indirectly by funds managed by King Street Capital Management, L.P. ("King Street"), for the development, through a joint venture (the "JV"), of homes for sale to individuals (Build-to-Sell, or BTS) in Spain. The targeted amount of capital to be committed by the Company and the Shareholder totals 270 million euros: 150 million euros is being committed to seven mid-stream BTS developments (682 homes) that the Company is already working on and the remaining 120 million euros are to be committed, within a deadline of 18 months, to new investments in ready-to-build residential sites in Spain. The Company has acquired a non-controlling interest in the JV, which will gradually get diluted in keeping with delivery of a series of milestones related with the degree of completion of each of the developments. The Company will act as the manager of the companies owned by the JV that are set up to develop the homes, handling end-to-end management of the developments.
  • In addition, on 20 March 2024, the Company entered into an agreement with a group of Spanish investors for the development, through a joint venture (the "JV"), of two residential developments for sale to individuals (198 units) in Las Rozas (Madrid) and Zaragoza. The targeted amount of capital to be committed by the Company and that JV's shareholders totals 20 million euros. The Company holds a 24.5% interest in the JV. The Company will also handle the end-to-end management of this JV's developments.
  • On 15 March 2024, the board of directors of Live Virtual Tours, S.L., in light of that investee's business performance, decided to liquidate the company's assets and liabilities in an orderly fashion so as to then propose its formal liquidation to its sole shareholder, namely Aedas Homes, S.A. That decision will be ratified once all of that investee's assets have been collected and its liabilities settled, in keeping with the dissolution and simultaneous liquidation procedure.
Euros
Balance as
at 31 Mar.
2022
Purchases Contributions (Impairment)
/ Reversals
Balance as at
31 Mar. 2023
AEDAS HOMES OPCO, S.L.U. 198,645,519 - 1,642,316 - 200,287,835
AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. 4,574,105 - - - 4,574,105
LIVE VIRTUAL TOURS, S.L.U. - - 178,166 (169,273) 8,895
Non-current equity investments in group companies and
associates
203,219,624 - 1,820,484 (169,273) 204,870,835

The reconciliation of the Company's "Non-current investments in group companies and associates" at the beginning and end of the year ended 31 March 2023 is shown below:

Description of the main movements during the year ended 31 March 2023:

  • On 24 November 2022, the Company contributed to Aedas Homes Opco, S.L.U. a credit claim in the amount of 1,642,316 euros, which it held under the business premises lease transfer agreement dated 3 September 2021, entered into between Inmobiliaria Colonial, SOCIMI, S.A. and Aedas Homes Opco, S.L.U.

The most significant information regarding the Company's subsidiaries, jointly controlled entities and associates at 31 March 2024 and 31 March 2023 is as follows:

31 March 2024

Euros
Figures for subsidiaries as per their separate statements Carrying amount
Registered name Ownership
interest, %
Share capital Share
premium and
reserves
Profit/(loss) for
the period from
continuing
operations
Retained
earnings
(prior-year
losses)
Shareholder
contributions
Interim
dividend
Equity Cost Impairmen
t
Carrying
amount
AEDAS HOMES
OPCO, S.L.U.
100% 44,807,030 79,133,192 72,729,952 - 63,175,331 (69,000,000) 190,845,505 200,287,835 - 200,287,835
AEDAS HOMES
SERVICIOS
INMOBILIARIOS,
S.L.U.
100% 3,000 600 1,657,309 - 4,190,676 (1,000,000) 4,851,585 4,574,105 - 4,574,105
LIVE VIRTUAL
TOURS, S.L.U.
100% 3,000 258 (162,007) (310,368) 466,005 - (3,112) 469,005 (469,005) -
JAVA
INVESTMENTS
HOLDINGS,
S.A.R.L.*
49.90% 5,235,994 - (343,586) - 53,397,461 - - 29,258,094 - 29,258,094
BTS SERVICIOS
INMOBILIARIOS
JV1, S.L.U.*
24.50% 12,245 - (21,875) - 19,987,755 - - 4,900,000 - 4,900,000
239,489,039 (469,005) 239,020,034

* Unaudited figures. Figures as at 31 March 2024. These companies' financial year ends on 31 December.

31 March 2023

Euros
Figures for subsidiaries as per their separate statements Carrying amount
Registered name Ownership
interest, %
Share capital Share
premium and
reserves
Profit/(loss)
for the period
from
continuing
operations
Retained
earnings
(prior-year
losses)
Shareholder
contributions
Interim
dividend
Equity Cost Impairment Carrying
amount
AEDAS HOMES
OPCO, S.L.U.
100% 44,807,030 78,936,520 82,300,227 - 63,175,332 (73,400,000) 195,819,109 200,287,835 - 200,287,835
AEDAS HOMES
SERVICIOS
INMOBILIARIOS,
S.L.U.
100% 3,000 600 1,214,019 - 4,190,676 (900,000) 4,508,295 4,574,105 - 4,574,105
LIVE VIRTUAL
TOURS, S.L.U.
100% 3,000 258 (147,194) (163,174) 316,005 - 8,895 319,007 (310,112) 8,895
205,180,947 (310,112) 204,870,835

The data concerning the financial position of these investees were taken from the annual financial statements, which in the case of AEDAS HOMES OPCO, S.L.U. are audited (by ERNST & YOUNG, S.L.). Their annual statements are issued in accordance with local regulations. The Company transacts with its subsidiaries and associates, as itemised in this note and note 16.

The investees' core businesses and registered offices are listed in Appendix I.

None of the Company's investees was listed at 31 March 2024 or 31 March 2023.

At 31 March 2024, the net realisation value of the Group's inventories amounted to 1,895 million euros (31 March 2023: 2,088 million euros). That value was determined on the basis of appraisals conducted by Savills Aguirre Newman Valoraciones y Tasaciones, S.A. as of 31 March 2024, without considering prepayments to suppliers. In light of the appraiser's methodology, the key valuation hypotheses are the discount rate and sales prices modelled (note 4.4). As a result, at 31 March 2024, the Group recognised inventory impairment losses in its consolidated financial statements of 1,969,583 euros (6,948,035 euros at 31 March 2023), and presented unrealised gains of 451 million euros (492 million euros at 31 March 2023).

By means of agreements with the sole shareholder (the Company) of AEDAS HOMES OPCO, S.L.U., entered into on 7 June 2022, 10 March 2023 and 30 March 2023, the latter agreed to pay the Company, respectively, a final dividend against earnings for the year ended 31 March 2023, in the amount of 4,251,297 euros, an interim dividend against the earnings generated by that subsidiary in the year ended 31 March 2023 in the amount of 23,400,000 euros and a final dividend against that subsidiary's earnings in the year ended 31 March 2023 in the amount of 50,000,000 euros.

On 15 March 2024, the sole shareholder of AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U., namely the Company, agreed to distribute an interim dividend to the Company against that subsidiary's profits for the year ended 31 March 2024 in the amount of 1,000,000 euros.

Likewise, on 15 March 2024, the sole shareholder of AEDAS HOMES OPCO, S.L.U., namely the Company, agreed to distribute an interim dividend to the Company against that subsidiary's profits for the year ended 31 March 2024 in the amount of 69,000,000 euros.

These financial statements for the year ended 31 March 2024 are the separate financial statements of Aedas Homes, S.A. and therefore do not reflect the effects of consolidation at the Group level. The table below summarises the consolidated statements:

Euros
Aedas Homes, Consolidated
S.A. IFRS-EU
Non-current assets 297,897,955 128,574,972
Current assets 783,353,416 1,883,620,897
Total assets 1,081,251,371 2,012,195,869
Capital, reserves, shareholder contributions and other 828,523,350 821.639.909
equity instruments
Retained earnings 107,462,395 108.880.339
Equity attributable to equity holders of the parent 935,985,745 930,520,248
Non-controlling interests - 568,016
Total equity 935,985,745 931,088,264
Non-current liabilities 1,822,394 321,966,583
Current liabilities 143,443,246 759,141,022
Total equity and liabilities 1,081,251,372 2,012,195,869

Year ended 31 March 2024

Year ended 31 March 2023

Euros
Aedas Homes,
S.A.
Consolidated
IFRS-EU
Non-current assets 218,311,321 42,674,526
Current assets 870,143,776 1,926,284,542
Total assets 1,088,455,097 1,968,959,068
Capital, reserves, shareholder contributions and other
equity instruments
880,553,303 864,030,022
Retained earnings 96,165,647 105,071,928
Equity attributable to equity holders of the parent 976,718,950 969,101,950
Non-controlling interests - 541,939
Total equity 976,718,950 969,643,889
Non-current liabilities 2,508,952 322,020,062
Current liabilities 109,227,195 677,295,117
Total equity and liabilities 1,088,455,097 1,968,959,068

8. Financial assets

The breakdown of financial assets, excluding investments in group companies, jointly controlled entities and associates (provided in note 7), at year-end, is as follows:

Euros
31 Mar. 2024 31 Mar. 2023
Non-current financial assets (at amortised cost)
Loans to group companies and associates (note 16) 46,776,368 4,561,099
Non-current financial assets 28,428 34,558
Total non-current financial assets 46,804,796 4,595,657
Current financial assets (at amortised cost)
Trade receivables 96,180 1,604
Trade receivables, group companies and associates (note 16) 6,469,991 53,882,146
Other receivables - 28,742
Receivable from employees 27,079 1,359
Loans to group companies and associates (note 16) 586,680,269 750,836,598
Other financial assets due from group companies and associates
(note 16)
146,826,544 38,220,032
Current financial assets 71,139 71,116
Total current financial assets 740,171,202 843,041,597

9. Cash and cash equivalents

"Cash and cash equivalents" includes the cash held by the Company in demand deposits and qualifying cash equivalents that:

  • Have a short maturity of three months or less from the date of acquisition.
  • Are highly liquid and readily convertible into known amounts of cash, i.e., there are no restrictions or penalties on their conversion.
  • Are subject to an insignificant risk of changes in value.
  • Are held for the purpose of meeting short-term cash commitments, forming part of the Company's standard cash management policy.

This heading breaks down as follows at year-end:

Euros
31 Mar. 2024 31 Mar. 2023
Demand deposits in current accounts 42,357,250 19,336,449
Cash equivalents - 5,000,000
Total 42,357,250 24,336,449

The current accounts and other cash equivalents earn market rates of interest.

The amount pledged at 31 March 2024 to secure the surety policies provided to customers of Group companies amounted to 1,499,940 euros (1,499,940 euros at 31 March 2023).

Except for the above, there are no restrictions on these balances.

10. Equity – capital and reserves

10.1 Issued capital

At 31 March 2024, the Company's capital comprised 43,700,000 shares with a unit par value of 1 euro (43,806,537 shares with a unit par value of 1 euro at 31 March 2023). The shares are fully subscribed and paid in.

On 25 September 2023, the Company reduced its share capital by 3,160,537 euros by cancelling 3,160,537 own shares (unit par value: 1 euro), which represented approximately 6.63% of its share capital at the time.

None of the Company's shares were pledged at either 31 March 2024 or 31 March 2023.

The breakdown of the Company's significant shareholders (those with equity interests of 3% or more) at 31 March 2024, as gleaned from the information reported to Spain's securities market regulator, the CNMV, by the shareholders themselves:

% voting rights
attributed to the shares
% voting rights held
via financial
instruments
% of total Direct Indirect
HIPOTECA 43 LUX S.A.R.L. 79.02 79.02 - -
O'NEILL, RORY JOSEPH 79.02 - 79.02 -
T. ROWE PRICE ASSOCIATES, INC 4.93 - 4.93 -

The breakdown of the Company's significant shareholders (those with equity interests of 3% or more) at 31 March 2023, as gleaned from the information reported to Spain's securities market regulator, the CNMV, by the shareholders themselves:

% voting rights
attributed to the shares
% voting rights held
via financial
instruments
% of total Direct Indirect
HIPOTECA 43 LUX S.A.R.L. 71.52 71.52 - -
T. ROWE PRICE ASSOCIATES, INC 5.05 - 5.05 -
HELIKON LONG SHORT EQUITY FUND MASTER ICAV 3.13 0.31 - 2.82

10.2 Share premium

At 31 March 2024, the share premium stood at 421,568,843 euros (31 March 2023: 478,534,502 euros).

As a result of the cancellation of own shares, as outlined in this note, the Company recognised a reduction in the share premium account of 56,965,659 euros, which is equivalent to the difference between the par value of the shares cancelled and the price at which they were acquired.

The balance of the share premium account can be freely distributed.

10.3 Legal reserve

In accordance with article 274 of the consolidated text of the Spanish Corporate Enterprises Act, 10% of profits must be earmarked to the legal reserve each year until it represents at least 20% of share capital.

The legal reserve may be used to increase capital in an amount equal to the portion of the balance that exceeds 10% of capital after the increase.

Except for this purpose, until the legal reserve exceeds the limit of 20% of capital, it can only be used to offset losses, if there are no other reserves available.

At 31 March 2024 and 31 March 2023, the Company's legal reserve amounted to 9,593,317 euros, which is more than the legally-stipulated minimum 20% threshold.

10.4 Voluntary reserves

The voluntary reserve came about as a result of the difference between the fair value at which the real estate development business was contributed by the-then Sole Shareholder in 2017 and the amounts at which that business was carried in the latter's financial statements at the time.

The movement under this heading in the year ended 31 March 2024 was shaped primarily by the purchase and sale of own shares (refer to section 10.6 below) in the amount of 37,092 euros (increase) and also the 283,716-euro-impact (decrease) on reserves of the delivery of Company shares to AEDAS employees, framed by the commitments assumed in the incentive plans described in section 10.9 below.

The movement under this heading in the year ended 31 March 2023 was shaped primarily by the purchase and sale of own shares (refer to section 10.6 below) in the amount of 52,180 euros (increase) and also the 65,685-euro-impact (decrease) on reserves of the delivery of Company shares to AEDAS employees, framed by the commitments assumed in the incentive plans described in section 10.9 below.

10.5 Capitalisation reserve

Article 25 of Spain's Corporate Income Tax Act (Law 27/2014) allows enterprises to reduce their tax income base by 10% of the increase in their own funds for the year so long as the increased own funds remain in equity for five years from the end of tax year in which they are used to reduce taxable income, unless used to offset losses. The enterprises opting to apply this tax benefit must set up a capitalisation reserve in the amount of the increase in own funds. That reserve must feature as a separate and appropriately named reserve account on reporters' balance sheets and is restricted for five years.

At 31 March 2024, the share capitalisation reserve stood at 893,761 euros (31 March 2023: 893,761).

The requirement to keep the increased own funds in equity for five years was met at 31 March 2024 and 31 March 2023.

10.6 Own shares

The Company's Board of Directors agreed at a meeting held on 25 July 2019 to roll out a share buyback programme, initially in the form of a Discretionary Programme and then, as approved at a Board meeting on 25 September 2019, a Repurchase Programme, under which it authorised the buyback of up to 2,500,000 shares for up to 50,000,000 euros. The Repurchase Programme is valid for up to 36 months and is being managed by JB Capital Markets, S.V., S.A.U.

On 25 February 2020, the Board of Directors agreed to increase the size of the Company's buyback programme from 50 million euros to 150 million euros, without changing any of the other terms and conditions it had approved on 25 September 2019.

On 12 July 2022, the Parent decided to renew the buyback programme with a new limit of 50 million euros, applicable to shares repurchased from entry into effect of the renewed agreement. The new buyback programme took effect from 27 September 2023, following completion of the previously effective programme on that date.

Since 8 August 2019, the Company has bought back 4,582,705 shares representing 9.79% of its capital at an average price of 19.42 euros per share (i.e., for 89,003,557 euros in total), of which: 148,724, shares (0.32% of capital) were purchased under the Discretionary Programme at an average price of 20.31 euros per share (i.e., for 3,019,990 euros); 2,107,506 shares (4.50%) were bought back under the Repurchase Programme at an average price of 19.59 euros per share (i.e., for 41,293,305 euros); and 2,326,475 shares (4.97%) were bought back via block trades at an average price of 19.21 euros per share (i.e., for 44,690,263 euros).

In June 2021, the Company delivered 30,090 own shares to its employees as part of the commitments assumed under the first cycle of the first Long-Term Incentive Plan (LTIP) described in section 10.9 below. Those shares were acquired for 593,134 euros.

On 27 July 2021, the Company reduced its share capital by 1,160,050 euros by cancelling 1,160,050 own shares (unit par value: 1 euro) which it had purchased for 22,702,269 euros (notes 10.1 and 10.2).

In June 2022, the Company delivered 86,933 own shares to its employees as part of the commitments assumed under the second cycle of the first LTIP and New Incentive described in note 10.9. Those shares were acquired for 1,785,988 euros.

During the year ended 31 March 2023, share repurchases implied a cash outflow of 9,891,379 euros (14,161,063 euros in FY 2021/22).

At 31 March 2024, the Company's own share account (acquired under the Discretionary Programme, the Repurchase Programme and block trades) amounted to 9,887,856 euros, corresponding to 3,305,632 shares representing 7.06% of share capital; the average purchase price was 19.34 euros (31 March 2022: 63,922,166 euros; 2,720,335 shares; 5.81% and 20.54 euros, respectively).

In July and August 2023, the Parent delivered 52,631 own shares to its employees as part of the commitments assumed under the second cycle of the first LTIP and the New Incentive described in note 10.9. Those shares were acquired for 1,006,267 euros.

On 25 September 2023, the Company reduced its share capital by 3,106,537 euros by cancelling 1,160,050 own shares (unit par value: 1 euro) which it had purchased for 60,072,196 euros (notes 10.1 and 10.2).

During the year ended 31 March 2024, share repurchases implied a cash outflow of 7,077,435 euros (9,891,379 euros in FY 2022/23).

At 31 March 2024, the Company's own share account (acquired under the Discretionary Programme, the Repurchase Programme and block trades) amounted to 9,887,856 euros, corresponding to 583,260 shares representing 1.33% of share capital; the average purchase price was 16.95 euros (31 March 2023: 63,922,166 euros; 3,305,635 shares; 7.06% and 19.34 euros, respectively).

10.7 Owner contributions

The Company did not receive any new owner contributions during the years ended 31 March 2024 or 31 March 2023.

At 31 March 2024 and 31 March 2023, total contributions by the Company's Majority Shareholder amounted to 740,071,256 euros.

10.8 Distribution of dividends

As provided for in article 273 of the Corporate Enterprises Act, once the legal and bylaw-stipulated requirements have been met, dividends may be distributed against profit for the year or freely distributable reserves so long as the value of equity is not lower than or would not fall below share capital as a result of the distribution. Any profit recognised directly in equity may not be distributed either directly or indirectly for such purposes. If prior-year losses were to reduce the Parent's equity to below the amount of share capital, profit would have to be allocated to offset those losses.

On 20 July 2023, the Parent's shareholders resolved, in general meeting, to pay an additional dividend (final dividend) from earnings for the year ended 31 March 2023 of 1 euro per share on all shares other than own shares as of the record date, as had been proposed by the Board of Directors following a meeting held on 23 March 2023. As a result, assuming that on the date of distributing the proposed dividend the number of own shares of the Parent would be the same as at 31 March 2024, i.e., 583,260 shares, the maximum dividend payable (interim plus final dividend) would have been 95,228,811 euros, so that 14,139,304 euros was allocated to retained earnings. The final dividend of 1.34 euros per share was paid on all shares carrying dividend rights on 8 July 2023; the payout totalled 49,890,046 euros; the retained earnings balance was accordingly reduced by 82,136 euros.

At a meeting held on 16 March 2024, the Company's Board of Directors resolved to pay an interim dividend against profits for the year ended 31 March 2024 of 2.25 euros per share (before withholding tax), which was paid on all shares carrying dividend rights. That dividend was paid on 26 March 2024 and totalled 97,044,905 euros.

On the date of approving that interim dividend, the Parent had the liquidity required under the Corporate Enterprises Act to pay that dividend. The substantiating liquidity statement issued by the directors on 16 March 2024 is provided below:

(Thousands of euros)
Profit after tax as of 16 March 2024 98,122
Mandatory reserve allocation -
Retained earnings (prior-year losses) -
Maximum amount distributable as interim dividend (art. 277 Corp.
Enterprises Act)
98,122
Forecast interim dividend payable against FY 2023/24 earnings 97,000
Available cash 126,022

On 29 May 2024, the Board of Directors agreed to pay an additional dividend (final dividend) against profit for the year ended 31 March 2024 of 0.24 euros per share on all shares other than own shares as of the record date. As a result, assuming that on the date of distributing the proposed dividend the number of own shares is the same as at 31 March 2024 (i.e., 583,260 shares), the maximum dividend payable (interim plus final dividend) would be 107,392,923 euros, which implies appropriating 69,472 euros to retained earnings (notes 3 and 14).

The Board of Directors, at a meeting held on 21 July 2021, approved the Company's shareholder remuneration policy, pursuant to which:

• Each year, the Board of Directors will submit a motion for the distribution of an ordinary dividend equivalent to 50% of net profit until FY 2025/26, inclusive.

• The ordinary dividends may be complemented by extraordinary dividends that may be approved as a function of cash generation.

• Distribution of any such extraordinary dividends is conditional upon the ratio of net debt to gross asset value (i.e., net LTV) not exceeding 20%.

The Board of Directors reserves the right to modify its shareholder remuneration policy in the event of material developments that could affect the Company's earnings performance or financing needs, warranting its discontinuation; those events could include significant changes in macroeconomic conditions or a decision to undertake a significant transaction or acquisition that could impact the capacity for remuneration.

Nevertheless, there were no limits on the distribution of dividends other than those contemplated in company law and the Green Bond indenture (note 15) at 31 March 2024 or 31 March 2023.

10.9 Other equity instruments

On 26 September 2017, the Company's Majority Shareholder approved a long-term incentive plan (the first LTIP) payable entirely in shares for the CEO, the Company's executives and certain key employees, structured into three overlapping three-year periods or cycles (the first cycle was settled in June 2021; the second cycle was settled in June 2022 and the third cycle ran from 1 April 2020 until 31 March 2023). The metrics to be used to measure delivery of the targets for the third cycle are, in equal parts: (i) EBITDA; (ii) the development margin; and (iii) the shareholder return. For each there are minimum thresholds below which the bonuses do not accrue; there is also scope for outperformance. The number of shares to be received by each participant is determined by the price of the shares in each three-year cycle (the average trading price during the 20 trading sessions prior to the start of the cycle in the case of the third cycle) and the level of target delivery. All of the shares received by the CEO and 50% of those received by key management personnel are subject to a one-year lock-up from when they are received. In the case of the CEO and members of the Steering Committee, this bonus is subject to clawback under certain circumstances. The cost of the LTIP is borne by the Group. The maximum aggregate amount receivable by its beneficiaries is 6,107,201 euros (which is below the initially contemplated 11 million euros, as target delivery fell short of 150% in the first and second cycles, already paid). The LTIP was endorsed by the Company's Appointments and Remuneration Committee on 27 February 2018. On 28 June 2020, the Company's Board of Directors approved a new share-based scheme (the New Incentive). Its beneficiaries are again the CEO, the Company's key management personnel and certain key employees and it is subject to delivery of the same targets as were set for the second cycle of the LTIP. In the case of the CEO and members of the Steering Committee, this bonus is subject to clawback under certain circumstances. The New Incentive was paid out in June 2022 in the amount of 1,198,658 euros. On 18 October 2022, the Company's Board of Directors approved a new share-based scheme (the New Incentive) tied to the LTIP third cycle metrics. Its beneficiaries are again the CEO, the Company's key management personnel and certain key employees and it is subject to delivery of the same targets as were set for the third cycle of the LTIP. In the case of the CEO and members of the Steering Committee, this bonus is subject to clawback under certain circumstances. At 31 March 2023, the Parent calculated the level of delivery of the metrics associated with the third cycle of the first LTIP.

In June 2022, the Company delivered 86,933 own shares to its employees as part of the commitments assumed under the second cycle of the first LTIP and the New Incentive, implying a decrease in "Other equity instruments" of 3,153,103 euros (section 10.6).

On 23 November 2021, the Company's Board of Directors approved a second LTIP payable entirely in shares for the CEO, the Company's key management personnel and certain key employees, structured into three overlapping three-year periods or cycles (from 1 April 2021 to 31 March 2024; from 1 April 2022 to 31 March 2025; and from 1 April 2023 to 31 March 2026). The metrics to be used to measure delivery of the targets for the first cycle are: 30% EBITDA; 30% the net development margin; 20% the absolute shareholder return; 10% the relative shareholder return (5% the sector index and 5% the IBEX small cap index); and 10% a sustainability indicator. For each there are minimum thresholds below which the bonuses do not accrue; there is also scope for outperformance. The number of units to be received by each participant will be determined by the price of the shares in each three-year cycle (the average trading price during the 20 trading sessions prior to the start of the cycle) and the level of target delivery. All of the shares to be received by the CEO and the key management personnel will be locked up for two years from receipt and 50% of the remaining beneficiaries' shares will be likewise locked up for two years from receipt. In the case of the CEO and members of the Steering Committee, this bonus is subject to clawback under certain circumstances. The cost of this incentive plan will be assumed by the Group. The maximum amount receivable by the plan beneficiaries is 30 million euros. This long-term incentive plan was endorsed by the Company's Appointments and Remuneration Committee on 23 November 2021.

The amount recognised under "Other equity instruments" in respect of the commitment assumed under the two LTIPs by the Parent vis-a-vis its key employees stood at 12,767,065 euros at 31 March 2024 (8,236,447 euros at 31 March 2023).

11. Provisions and contingencies

The Company did not recognise any provisions or contingencies at 31 March 2024 or 31 March 2023.

12. Financial liabilities

The breakdown of financial liabilities at each year-end is as follows:

Euros
Financial liabilities at
amortised cost
Total
31 Mar. 2024 31 Mar. 2023 31 Mar. 2024 31 Mar. 2023
Non-current financial liabilities
Non-current
borrowings
from
group
companies
and
associates
1,808,929 2,496,752 1,808,929 2,496,752
1,808,929 2,496,752 1,808,929 2,496,752
Current financial liabilities
Current borrowings
Commercial paper 48,722,316 44,367,965 48,722,316 44,367,965
Other financial liabilities 5,471 206,889 5,471 206,889
Current borrowings from group companies and associates 9,058,516 1,063,380 9,058,516 1,063,380
Trade and other payables
Trade payables 198,114 355,628 198,114 355,628
Other payables 2,413,510 3,075,724 2,413,510 3,075,724
Employee benefits payable 3,828,562 3,728,172 3,828,562 3,728,172
64,226,489 52,797,759 64,226,489 52,797,759
Total 66,035,418 55,294,511 66,035,418 55,294,511

1. Commercial paper

The Company issued a total of 189.1 million euros of commercial paper under its MARF-listed commercial paper programme during the year ended 31 March 2024 and it repaid 190.6 million euros of commercial paper at maturity, leaving an outstanding balance of 43.2 million euros due on several dates between the reporting date and September 2024. The effective annual cost of the commercial paper issues is 5.06%.

On 27 June 2023, the Parent arranged a new AEDAS HOMES 2023 Commercial Paper Program on Spain's alternative fixed income market (MARF for its acronym in Spanish), substituting the commercial paper programme arranged on 23 June 2022. Under the new programme, it can issue up to 150,000,000 euros of commercial paper with terms of up to 24 months. The aim is to diversify the Group's sources of financing.

On 27 July 2023, the Company registered another new commercial paper programme with AIAF, another Spanish alternative fixed income market, under which it can issue up to 100,000,000 euros of paper with terms of between three and 364 calendar days, similarly in order to diversify the Group's sources of financing.

The Parent issued a total of 6.10 million euros of commercial paper under the programme during the year ended 31 March 2024 and it repaid zero euros of commercial paper at maturity, leaving an outstanding balance of 6.10 million euros due on several dates between the reporting date and March 2025. The effective annual cost of the commercial paper issues is 5.42%.

Commercial paper is initially recognised at the fair value of the consideration received plus directly attributable transaction costs. Subsequently, the implicit interest on the paper is accrued using the effective interest rate on the transaction so that the carrying amount of these borrowings is adjusted for the interest accrued. The commercial paper issued by the Company was carried, using the effective interest rate method, at 48,722,316 euros at 31 March 2024 (44,367,965 euros at 31 March 2023).

2. Borrowings from Group companies

This heading recognises the tax (VAT and corporate income tax) payable to the Group companies as a result of application of the income tax and VAT consolidation regimes with effect from 1 January 2018. At both reporting dates, it also includes the principal due on the loans extended to the Company by several Group companies, and the interest accrued and outstanding on those loans (note 16).

13. Tax matters

13.1 Applicable legislation and years open to inspection

In accordance with prevailing tax legislation, tax returns cannot be considered final until they have been inspected by the tax authorities or until the four-year inspection period has elapsed. At 31 March 2024,, the Company had all its tax returns open to inspection for all required years.

The Group applied to have the tax authorities allow it to file its taxes under the tax consolidation regime from 1 January 2018.

13.2 Taxes payable and receivable

The breakdown of the balances relating to tax assets and tax liabilities at year-end is as follows:

Euros
31 Mar. 2024 31 Mar. 2023
Receivable Payable Receivable Payable
VAT receivable 326,715 - 2,295,033 -
VAT payable - 40,884,371 - 25,465,489
Current tax assets 73,696 - 73,697 -
Current tax liabilities (1) - 33,997,807 - 28,653,717
Withholdings and interim payments receivable - - - -
Payable in respect of withholdings - 3,918,616 - 1,923,802
Other taxes payable to the tax authorities - (100) - (100)
Social Security contributions payable - 416,060 - 386,527
Deferred tax assets 3,563,260 - 2,061,279 -
Deferred tax liabilities - 13,454 - 12,200
Total 3,963,671 79,230,208 4,430,009 56,441,635

(1) At 31 March 2024and 31 March 2023, the current tax liabilities balance reflects the amount of corporate income tax payable in respect of the years then ended , generated by the various entities under the tax consolidation regime.

13.3 Reconciliation of accounting profit/(loss) and tax income/(expense)

The reconciliation of accounting profit/(loss) and tax income/(expense) is as follows:

Euros
FY 2023/24 FY 2022/23
Profit before tax 118,423,285 102,191,161
Permanent differences (73,926,001) (76,896,766)
Temporary differences 6,007,925 1,618,659
Taxable income/(tax loss) before utilisation of tax
losses/credits
50,505,209 26,913,054
Capitalisation reserve - -
Taxable income 50,505,209 26,913,054
Tax rate 25% 25%
Tax accrued (12,626,302) (6,728,264)
Other adjustments 163,432 296,832
Current tax expense (12,462,870) (6,431,432)
Deferred tax income/(expense) 1,501,981 405,919

During the year ended 31 March 2024 the Company made adjustments for temporary differences in the amount of 6,007,925 euros (1,618,659 euros in FY 2022/23), of which 6,521,701 euros were positive adjustments related with provisions recognised in connection with the LTIPs (4,771,762 euros in FY 2022/23) and 1,661,776 euros related with application of the above-mentioned provisions (3,153,103 euros in FY 2022/23 related with the above-mentioned provisions and negative adjustments related with changes in the fair value of derivatives). During the year ended 31 March 2024, the Company made adjustments for permanent differences in the amount of 73,926,001 euros (76,896,766 euros in FY 2022/23) related mainly with recognition of the partial exemption on the dividends declared by AEDAS HOMES OPCO, S.L.U. and AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. that year, in the amount of 78,426,309 euros (81,204,941 euros in FY 2022/23 related with the dividend declared by AEDAS HOMES OPCO, S.L.U.) (note 7).

13.4 Deferred taxes

The breakdown and reconciliation of the items comprising deferred tax assets and deferred tax liabilities:

Euros
Opening
balance
Statement of
profit or loss
Equity Closing
balance
Year ended 31 March 2024
Deferred tax assets
Temporary differences 2,061,279 1,501,981 - 3,563,260
2,061,279 1,501,981 - 3,563,260
Deferred tax liabilities (12,200) (1,254) - (13,454)
Total 2,049,079 1,500,727 - 3,549,806
Year ended 31 March 2023
Deferred tax assets
Temporary differences 1,656,614 404,665 - 2,061,279
1,656,614 404,665 - 2,061,279
Deferred tax liabilities (13,454) 1,254 - (12,200)
Total 1,643,160 405,919 - 2,049,079

The movement in deferred tax assets and liabilities in the year ended 31 March 2024 originates from the utilisation and reversal of deductible temporary differences in the amount of 1,501,981 euros and the elimination and incorporation of earnings within the tax group in the amount of (1,254) euros.

The movement in deferred tax assets and liabilities in the year ended 31 March 2023 originated from the utilisation and reversal of deductible temporary differences in the amount of 404,665 euros and the elimination and incorporation of earnings within the tax group in the amount of 1,254 euros.

At 31 March 2024, the assets for deductible temporary differences related to provisions in the amount of 3,563,260 euros (2,061,279 euros at 31 March 2023).

The Company has estimated taxable income for the next five years (the projection period considered to be sufficiently credible) on the basis of its budgets and the reversion period of taxable temporary differences. Based on that analysis, the Company has recognised deferred tax assets for the deductible temporary differences in respect of which it considers it probable that it will generate sufficient taxable profit.

14. Income and expenses

14.1 Revenue

Analysis of revenue from continuing operations by business line and geographic segment:

Euros
Year ended 31 March
2024
Year ended 31 March
2023
By business segment
Management and development services provided to the group 46,904,022 43,098,005
Finance income 46,513,116 25,512,871
Dividends received from subsidiaries (note 7) 78,426,309 81,204,941
Total 171,843,447 149,815,816
By geographical segment
Spain 171,843,447 149,815,816
Total 171,843,447 149,815,816

14.2 External services

Euros
Year ended 31 March
2024
Year ended 31
March 2023
Leases (1,710,271) (1,687,969)
Repairs and upkeep (2,891,255) (3,043,666)
Independent professional services (4,658,639) (5,075,164)
Insurance premiums (188,792) (188,078)
Banking services (128,055) (162,213)
Advertising, publicity and public relations (3,265,384) (3,296,049)
Utilities (58,915) (65,053)
Other services (3,928,453) (2,398,258)
Total (16,829,764) (15,916,449)

14.3 Employee benefits expense

Employee benefits expense breaks down as follows:

Euros
Year ended 31 March
2024
Year ended 31
March 2023
Wages, salaries and similar
Wages and salaries (19,101,265) (18,402,770)
Share-based payments (note 15) (6,521,701) (4,771,762)
Termination benefits (268,520) (262,517)
Total (25,891,486) (23,437,049)
Employee benefits
Social Security (4,574,450) (3,896,201)
Other benefit expense (684,895) (663,367)
Total (5,259,345) (4,559,568)
Total (31,150,831) (27,996,617)

In the year ended 31 March 2024, the Company's headcount averaged 289 (283 in FY 2022/23 ). The breakdown by gender and job category of the Company's headcount at 31 March 2024 and 31 March 2023 is provided below:

31 Mar. 2024 31 Mar. 2023
Women Men Total Women Men Total
Graduates 87 104 191 86 101 187
Diploma holders 31 34 65 32 31 63
Other 23 11 34 20 10 30
Total 141 149 290 138 142 280

14.4 Finance costs

Finance costs break down as follows:

Euros
Year ended 31
March 2024
Year ended 31
March 2023
Interest expense on borrowings from group companies and associates
(note 16)
(539,834) (50,949)
Interest on borrowings from third parties
Interest on the syndicated loan - -
Interest on other loans and commercial paper (2,778,805) (1,188,908)
Fees on sureties, surety lines and other (44,844) (56,056)
(3,363,483) (1,295,912)

15. Share-based payment transactions

The share-based payment transactions included within "Employee benefits expense" (note 14.3) are shown below:

Euros
Year ended 31
March 2024
Year ended 31
March 2023
Key personnel 6,521,701 4,771,762
6,521,701 4,771,762

In June 2021, the Company delivered 30,090 own shares to its employees as part of the commitments assumed under the first cycle of the LTIP, implying a decrease in "Other equity instruments" of 1,166,129 euros.

In June 2022, the Company delivered 86,933 own shares to its employees as part of its commitments under the second cycle of the first LTIP and the New Incentive (note 10.9), implying a decrease in "Other equity instruments" of 3,153,103 euros.

In July and August 2023, the Company delivered 52,631 own shares to its employees as part of its commitments under the second cycle of the first LTIP and the New Incentive (note 10.9), implying a decrease in "Other equity instruments" of 1,991,084 euros.

At 31 March 2024, the balance recognised under "Other equity instruments" to cover the Company's commitments to its key employees under its LTIPs (note 10.9), amounted to 12,767,064 euros (8,236,447 euros at 31 March 2023) (note 10).

16. Related-party transactions

The main transactions completed with related parties in the year ended 31 March 2024:

  • Shareholder contributions and loans extended to associates.
  • Contracts entered into with associates: provision of management, monitoring and salemarketing services.
  • On 29 February 2024, Aedas Homes S.A. acquired 49.9% (equivalent to 2,612,761 shares) of Java Investments Holdings, S.A.R.L for 2,612,761 euros, as set down in the capital increase deed notarised by Edouard Delosch. Previously, on 23 January, Java Investments Holdings, S.A.R.L. had acquired the entities currently named Aedas KS Levante, S.L., Aedas KS Iberia, S.L., Aedas KS Fonsalía, S.L. and Aedas KS Santa Clara, S.L. As a result, following its investment in Java Investments Holdings, S.A.R.L., Aedas Homes, S.A. became an indirect shareholder in those companies.
  • On 25 September 2023, Aedas Homes Servicios Inmobiliarios, S.L.U. incorporated a company called SERVICIOS INMOBILIARIOS RESIDENCIAL EN VENTA JV2, S.L., as set down in a deed notarised by Francisco Javier Monedero San Martín (entry #2,321 of his official protocol).
  • In addition, on 20 March 2024, the Company entered into an agreement with a group of Spanish investors for the development, through a joint venture (the "JV"), of two residential developments for sale to individuals (198 units) in Las Rozas (Madrid) and Zaragoza. The targeted amount of capital to be committed by the Company and that JV's shareholders totals 20 million euros. The Company holds a 24.5% interest in the JV. The Company will also handle the end-to-end management of this JV's developments.
  • On 15 March 2024, the board of directors of Live Virtual Tours, S.L., in light of that investee's business performance, decided to liquidate the company's assets and liabilities in an orderly fashion so as to then propose its formal liquidation to its sole shareholder, namely Aedas Homes, S.A. That decision will be ratified once all of that investee's assets have been collected and its liabilities settled, in keeping with the dissolution and simultaneous liquidation procedure.

The main transactions completed with related parties in the year ended 31 March 2023:

  • Shareholder contributions and loans extended to associates.
  • Contracts entered into with associates: provision of management, monitoring and salemarketing services.
  • On 20 April 2022, Aedas Homes Opco, S.L.U. entered into a private agreement with Urbania Lamatra II, S.L. for the acquisition of two sites in Sánchez Blanca (Malaga) for a total of 12,708,410 euros. At 31 March 2023, it had paid the sum of 3,955,205 euros, which was recognised under "Customer prepayments".
  • On 8 February 2023, Aedas Homes Opco, S.L.U. exchanged its 10% interest in Urbania Lamatra II, S.L. for land in Sánchez Blanca (Malaga), duly exercising an exchange right held under the related shareholder agreement. As a result of that exchange, Aedas Homes Opco, S.L.U. acquired 90.06% of two sites in Sánchez Blanca (Málaga) with an "as is" market value of 8,276,505 euros via the reimbursement of contributions totalling 4,035,363 euros. Prior to the exchange, Aedas Homes, S.A. transferred to Aedas Homes Opco, S.L.U. a credit claim it held against Urbania Lamatra II, S.L. in the amount of 1,888,503 euros, derived from a loan extended to Urbania Lamatra II, S.L. in the amount of 1,613,240 euros plus accrued interest of 275,263 euros; subsequently Urbania Lamatra II, S.L. increased its share capital with Aedas Homes Opco, S.L.U. contributing that claim. On that same date, Aedas Homes Opco, S.L.U. acquired from Urbania Lamatra II, S.L. the remaining 9.94% of the sites at market value, i.e., 1,255,375 euros, plus costs passed through corresponding to those sites in the amount of 282,667 euros. Aedas Homes Opco, S.L.U. assumed the mortgage secured by those sites which amounted to 1,427 thousand euros. The gain generated by that transaction amounted to 3,348,785 euros and was recognised under "Margin on strategic land" in the consolidated statement of profit or loss for the year ended 31 March 2023 (note 10).
  • On 23 March 2023, Aedas Homes Opco, S.L.U. exchanged its 25% interest in Servicios Inmobiliarios Licancabur, S.L. for land in Los Berrocales (Madrid), duly exercising an exchange right held under the related shareholder agreement. As a result of that exchange, Aedas Homes Opco, S.L.U. acquired several sites in Los Berrocales (Madrid) with an "as is" market value of 11,415,400 euros via the reimbursement of contributions totalling 6,630,438 euros. Prior to the exchange, Aedas Homes, S.A. transferred to Aedas Homes Opco, S.L.U. a credit claim it held against Servicios Inmobiliarios Licancabur, S.L. in the amount of 4,541,726 euros, derived from a loan extended to Servicios Inmobiliarios Licancabur, S.L. in the amount of 3,876,948 euros plus accrued interest of 664,777 euros; subsequently Servicios Inmobiliarios Licancabur, S.L. increased its share capital with Aedas Homes Opco, S.L.U. contributing that claim. On that same date, Aedas Homes Opco, S.L.U. acquired from Servicios Inmobiliarios Licancabur, S.L. the remaining percentage interest in two sites at market value, i.e., 5,654,820 euros, deferring 60% of that sum to 30 June 2023. The gain generated by that transaction amounted to 5,355,738 euros and was recognised under "Margin on strategic land" in the consolidated statement of profit or loss for the year ended 31 March 2023 (note 10).

The table below discloses the balances outstanding with related parties at 31 March 2024 and the transactions performed with them during the year then ended:

Euros
31 March 2024 Non-current
loans (note 8)
Current loans
(note 8)
Interest on
current loans
extended
(note 8)
Trade
receivables
(note 8)
Current
account with
group
companies
(receivable)
(note 8)
Non
current
loans
received
(note 12)
Current
loans
received
(note 12)
Short
term
interest
payable
on loans
received
(note 12)
Current
account
with group
companies
(payable)
Trade
payables
AEDAS HOMES OPCO, - 521,241,984 41,652,154 - 132,158,300 - - - - -
S.L.U.
AEDAS HOMES SERVICIOS
INMOBILIARIOS, S.L.U.
- 403,469 104,389 - 946,733 - - - - -
LIVE VIRTUAL TOURS, - 343,663.11 14,722.60 - - - - - (30,973) -
S.L.U.
DAMALANA SERVICIOS Y
GESTIONES, S.L.U.
- 9,463,438 601,106 - 314,019 - - - (289,296) -
AEDAS HOMES CANARIAS,
S.L.U. (formerly, ESPEBE 18,
S.L.U.)
- 8,190,260 3,412,542 - 24,315 - - - - -
SPV SPAIN 2, S.L. - - - 203 - - - - (21,236) -
AEDAS HOMES RENTAL,
S.L.U. (formerly,
FACORNATA SERVICIOS Y
GESTIONES, S.L.U.)
- - - - 9,550,284 - - - - -
SERVICIOS INMOBILIARIOS
MAUNA LOA, S.L.U.
- - - 99 123,436 - (593,079) (38,801) - -
AEDAS HOMES COLMENAR
VIEJO, S.L.U. (formerly,
TURNKEY PROJECTS
DEVELOPMENT, S.L.U.)
- - 81,956 - 3,038,670 - (7,584,097) (374,907) - -
WINSLARO ITG, S.L. 4,641,699 - 1,006,914 - - - - - - -
EGON ASSET
DEVELOPMENT, S.L.U.
- - - - 7,968 (79,524) - (8,063) - -
FALCON DESARROLLOS
INMOBILIARIOS, S.L.U.
- - - - 36,662 (17,274) - (1,146) - -
AEDAS HOMES LIVING,
S.L.U.
- - - - 626,158 (1,712,131) - (116,918) - -
DOMUS AVENIDA, S.L. - - - 114 - - - - - -
VARÍA ACR MÓSTOLES
FUENSANTA, S.L.
- - - 120 - - - - - -
ESPACIO ÁUREA, S.L. - - - - - - - - - -
ALLEGRA NATURE, S.L. - - - (302) - - - - - -
RESIDENCIAL HENAO, S.L. - - - (2) - - - - - -
ÁUREA ETXABAKOITZ, S.L. - - 66 - - - - - -
RESIDENCIAL CIUDADELA - - - 161 - - - -- - -
UNO, S.L.
JAVA INVESTMENT
HOLDING S.A.R.L.
42,134,669 - 163,671 - - - - - - -
AEDAS KS FONSALIA - - - 1,462,549 - - - - - -
AEDAS KS IBERIA - - - 1,631,201 - - - - - -
AEDAS KS SANTA CLARA - - - 2,115,064 - - - - - -
AEDAS KS LEVANTE - - - 1,260,569 - - - - - -
NATURE ESTE, S.L. - - - 148.84 - - - - - -
46,776,368 539,642,814 47,037,455 6,469,991 146,826,544 (1,808,929) (8,177,176) (539,835) (341,505) -
Euros
Income Expenses
Year ended 31 March
2024
Revenue Gain/(loss) on
Interest Dividends Other operating
income (leases)
Finance costs disposal of
property, plant
Revenue from services (note 14.1) (note 14.1) and equipment
AEDAS HOMES OPCO,
S.L.U.
39,123,143 41,652,154 77,112,290 206,864 - -
AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
116,400 129,447 1,314,019 142,968 - -
LIVE VIRTUAL TOURS,
S.L.U.
28,680 14,722 - - - -
DAMALANA SERVICIOS
Y GESTIONES, S.L.U.
374,769 601,106 - - - -
AEDAS HOMES
CANARIAS, S.L.U.
(formerly, ESPEBE 18,
S.L.U.)
482,572 3,412,542 - 91,200 - -
SPV SPAIN 2, S.L. 18,000 - - - - -
AEDAS HOMES RENTAL,
S.L.U. (formerly,
FACORNATA SERVICIOS
Y GESTIONES, S.L.U.)
949,016 - - - - -
SERVICIOS
INMOBILIARIOS
LICANCABUR, S.L.
- - - - - -
SERVICIOS
INMOBILIARIOS MAUNA
LOA, S.L.U.
18,000 - - - (38,801) -
AEDAS HOMES
COLMENAR VIEJO,
S.L.U. (formerly,
TURNKEY PROJECTS
DEVELOPMENT, S.L.U.)
18,000 81,955 - - (374,907) -
WINSLARO ITG, S.L. - 458,262 - - - -
EGON ASSET
DEVELOPMENT, S.L.U.
18,000 - - - (8,063) -
URBANIA LAMATRA II,
S.L.
- - - - - -
FALCON DESARROLLOS
INMOBILIARIOS, S.L.U.
18,000 - - - (1,146) -
AEDAS HOMES LIVING,
S.L.U. (formerly, PARKER
DESARROLLOS
INMOBILIARIOS, S.L.U.)
44,196 - - - (116,917) -
DOMUS AVENIDA, S.L. - - - - - -
ESPACIO ÁUREA, S.L. - (745) - - - -
ALLEGRA NATURE, S.L. - - - - - -
JAVA INVESTMENT
HOLDING, S.A.R.L.
5,695,247 163,670 - - - -
BTS SERVICIOS
INMOBILIARIOS JV1,
S.L.U
- - - - - -
46,904,022 46,513,116 78,426,309 441,032 (539,834) -

The table below discloses the balances outstanding with related parties at 31 March 2023 and the transactions performed with those parties during the year then ended:

Euros
31 March 2023 Non-current
loans (note 8)
Current loans
extended
(note 8)
Interest on
current loans
extended
(note 8)
Trade
receivables
(note 8)
Current account
with group
companies
(receivable)
(note 8)
Dividend
receivable
(note 7)
Current loans
received
(note 12)
Short-term
interest
payable on
loans
received
(note 12)
Current
account with
group
companies
(payable)
AEDAS HOMES OPCO, S.L.U. - 692,591,374 23,624,759 47,836,107 33,325,821 - - - -
AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. - 5,614,106 235,335 31,401 357,061 - - - -
LIVE VIRTUAL TOURS, S.L.U. - 23,039 20 2,892 - - - - (45,342)
DAMALANA SERVICIOS Y GESTIONES, S.L.U. - 7,801,848 432,210 519,212 - - - - (83,879)
ESPEBE 18, S.L.U. (currently, AEDAS HOMES
CANARIAS, S.L.U.)
- 15,687,935 525,865 198,642 - - - - (292,050)
SPV REOCO 15, S.L.U. - - - - - - - - -
SPV SPAIN 2, S.L. - - - 17,192 - - - - (29,343)
FACORNATA SERVICIOS Y GESTIONES, S.L.U.
(currently, AEDAS HOMES RENTAL, S.L.U.)
- - - 4,924,040 3,132,347 - - - -
SERVICIOS INMOBILIARIOS LICANCABUR, S.L. - - - - - - - - -
SERVICIOS INMOBILIARIOS MAUNA LOA, S.L.U. - - - 21,780 - - (549,849) (44,242) (7,221)
TURNKEY PROJECTS DEVELOPMENT, S.L.U.
(currently, AEDAS HOMES COLMENAR VIEJO, S.L.U.)
- 3,144,871 147,895 231,958 1,104,076 - - - -
WINSLARO ITG, S.L. 4,561,099 - 548,652 - - - - - -
EGON ASSET DEVELOPMENT, S.L.U. - - - 21,780 13,102 - - (211) -
URBANIA LAMATRA II, S.L. - - - - - - - - -
FALCON DESARROLLOS INMOBILIARIOS, S.L.U. - - - 21,780 - - - (30) (4,748)
AEDAS HOMES LIVING, S.L.U. - - - 55,249 287,624 - - (6,465) -
AEDAS ESTE, S.L.U. - - - - - - - - -
DOMUS AEDAS RESIDENCIAL, S.L.U. - - - - - - - - -
PROYECTOS INMOBILIARIOS ATRIA MADRID, S.L.U. - - - - - - - - -
PROYECTOS INMOBILIARIOS LUCIDA NAVARRA,
S.L.U.
- - - - - - - - -
PROYECTOS INMOBILIARIOS ALGEDI MADRID, S.L. - - - - - - - - -
PROYECTOS BALMES 89, S.L.U. - - - - - - - - -
AEDAS MUTILVA PROMOCIÓN, S.L.U. - - - - - - - - -
DOMUS AVENIDA, S.L. - - - 81 - - - - -
ESPACIO ÁUREA, S.L. - 400,000 58,689 - - - - - -
ALLEGRA NATURE, S.L. - - - (381) - - - - -
4,561,099 725,263,173 25,573,425 53,881,733 38,220,031 - (549,849) (50,948) (462,583)
Euros
Income Expenses
Year ended 31 March
2023
Revenue Gain/(loss) on
Revenue from
services
Interest Dividends Other operating
income (leases)
Finance costs disposal of
property, plant
(note 14.1) (note 14.1) and equipment
AEDAS HOMES OPCO,
S.L.U.
39,945,904 23,602,417 77,651,297 19,579 - -
AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
116,400 235,335 3,553,644 141,162 - -
LIVE VIRTUAL TOURS,
S.L.U.
28,680 449 - - - -
DAMALANA SERVICIOS
Y GESTIONES, S.L.U.
453,837 432,210 - - - -
AEDAS HOMES
CANARIAS, S.L.U.
(formerly, ESPEBE 18,
S.L.U.)
198,642 525,865 - - - -
SPV SPAIN 2, S.L. 18,000 - - - - -
AEDAS HOMES
RENTAL, S.L.U.
(formerly, FACORNATA
SERVICIOS Y
GESTIONES, S.L.U.)
2,046,498 - - - - -
SERVICIOS
INMOBILIARIOS
LICANCABUR, S.L.
- 196,056 - - (44,242) -
SERVICIOS
INMOBILIARIOS
MAUNA LOA, S.L.U.
18,000 - - - - -
AEDAS HOMES
COLMENAR VIEJO,
S.L.U. (formerly,
TURNKEY PROJECTS
DEVELOPMENT, S.L.U.)
191,848 147,895 - - - -
WINSLARO ITG, S.L. - 260,696 - - - -
EGON ASSET
DEVELOPMENT, S.L.U.
18,000 - - - (211) -
URBANIA LAMATRA II,
S.L.
- 55,951 - - - -
FALCON
DESARROLLOS
INMOBILIARIOS, S.L.U.
18,000 - - - (30) -
AEDAS HOMES LIVING,
S.L.U. (formerly,
PARKER
DESARROLLOS
INMOBILIARIOS, S.L.U.)
44,196 415 - - - -
DOMUS AVENIDA, S.L. - 25,694 - - (6,465) (5,515)
ESPACIO ÁUREA, S.L. - 25,381 - - - -
ALLEGRA NATURE,
S.L.
- 4,506 - - - -
43,098,005 25,512,870 81,204,941 160,741 (50,948) (5,515)

The breakdown of the loans extended by the Company to Group companies and associates at 31 March 2024:

Company Limit Amount drawn Accrued interest
payable
Interest rate Maturity date
Loan to AEDAS HOMES
OPCO, S.L.U.
1,001,071,294 521,241,983 41,652,155 EURIBOR +3.5% 31 Mar. 2025
Loan to Damalana Servicios y
Gestiones, S.L.U.
42,300,000 9,463,438 601,106 EURIBOR +3.5% 31 Mar. 2025
Loan to Aedas Homes
Canarias, S.L.U. (formerly,
Espebe 18, S.L.U.)
10,000,000 8,190,260 3,412,542 EURIBOR +3.5% 31 Mar. 2025
Loan to Live Virtual Tours,
S.L.U
2,000,000 343,663 14,723 EURIBOR +3.5% 31 Mar. 2025
Loan to Winslaro ITG, S.L. 4,520,000 2,870,380 691,783 EURIBOR +5.5% 11 June 2025
Loan to Winslaro ITG, S.L. 4,520,000 1,771,318 315,131 EURIBOR +5.5% 31 July 2027
Loan to AEDAS HOMES
SERVICIOS INMOBILIARIOS,
S.L.U.
13,000,000 403,469 104,389 EURIBOR +3.5% 31 Mar. 2025
Loan to Turnkey Projects
Development, S.L.U. (currently,
Aedas Homes Colmenar Viejo,
S.L.U.)
25,000,000 - 81,956 EURIBOR +3.5% 31 Mar. 2025
Loan to JAVA INVESTMENT
HOLDING, S.A.R.L.
56,000,000 42,134,669 163,671 4.73% 29 Feb. 2028
Total 1,158,411,294 586,419,180 47,037,455

The breakdown of the loans extended by the Company to Group companies and associates at 31 March 2023:

Company Limit Amount
drawn
Accrued
interest
payable
Interest rate Maturity date
Loan to AEDAS HOMES
OPCO, S.L.U.
1,001,071,294 692,591,374 23,624,759 EURIBOR
+3.5%
31 Mar. 2024
Loan to Damalana Servicios y
Gestiones, S.L.U.
42,300,000 7,801,848 432,210 EURIBOR
+3.5%
31 Mar. 2024
Loan to Turnkey Projects
Development, S.L.U.
(currently, Aedas Homes
Colmenar Viejo, S.L.U.)
6,000,000 3,144,871 147,895 EURIBOR
+3.5%
31 Mar. 2024
Loan to Espebe 18, S.L.U.
(currently, Aedas Homes
Canarias, S.L.U.)
18,000,000 15,687,935 525,865 EURIBOR
+3.5%
31 Mar. 2024
Loan to Live Virtual Tours,
S.L.U
115,000 23,039 20 EURIBOR
+3.5%
31 Mar. 2024
Loan to Winslaro ITG, S.L. 4,520,000 2,824,068 408,634 EURIBOR
+5.5%
11 June 2025
Loan to Winslaro ITG, S.L. 4,520,000 1,737,031 140,018 EURIBOR
+5.5%
31 July 2027
Loan to AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U
13,000,000 5,614,106 235,335 EURIBOR
+3.5%
24 Aug. 2022
Loan to Espacio Áurea, S.L. 1,300,000 400,000 58,689 EURIBOR
+5.5%
30 April 2022
Total 1,090,826,294 729,827,272 25,573,425

The Company recognised the amount of interest due on loans extended to Group companies and associates, in the amount of 47,037,455 euros at 31 March 2024 (25,573,425 euros at 31 March 2023) within current liabilities.

The main movements in the years ended 31 March 2024 and 31 March 2023 originate from the drawdown of loans taken on to finance the purchase of land and development costs that cannot be financed, as well as the sale of credit claims by AEDAS HOMES OPCO, S.L.U. to the Company. The repayments relate mainly to loan repayments by the Group companies that delivered homes.

Loans received from group companies and associates

The breakdown of the main loans received from Group companies and associates at 31 March 2024:

Company Limit Amount drawn Interest rate Maturity date
SERVICIOS INMOBILIARIOS MAUNA
LOA S.L.
2,000,000 593,079 EURIBOR + 3.5% 31 June 2024
Aedas Homes Living S.L.U. 2,000,000 1,712,132 EURIBOR + 3.5% 31 Mar. 2025
Loan to Aedas Homes Colmenar Viejo,
S.L.U. (formerly, Turnkey Projects
Development, S.L.U.)
25,000,000 7,584,097 EURIBOR + 3.5% 31 Mar. 2025
Total 29,000,000 9,889,308

At 31 March 2024, the Company owed 7,584,097 euros corresponding to the principal on the loan extended to it by Aedas Homes Colmenar Viejo, S.L.U., a related party, and the interest accrued and outstanding on that loan, in the amount of 374,907 euros.

17. Remuneration and other benefits payable to directors and key management personnel

17.1 Changes to the governing bodies

The members of the Board of Directors at 31 March 2024:

  • Cristina Álvarez
  • Eduardo Edmundo D'Alessandro Cishek
  • Santiago Fernandez Valbuena
  • Javier Martínez-Piqueras Barceló
  • Javier Lapastora Turpín
  • David Martínez Montero
  • Milagros Méndez Ureña

17.2 Disclosures regarding director conflicts of interest

Neither the current nor former directors of the Company transacted with the Company or any of its Group companies other than in the ordinary course of business or other than on an arm's length basis during the year ended 31 March 2024.

Nor did the members of the Company's Board of Directors or their related parties, as defined in Spain's Corporate Enterprises Act, relate with other companies whose business activities could represent a conflict of interest for them or the Company during the year ended 31 March 2024 on the basis that none of the notices required under article 229 of that Act have been filed with the competent authorities. Accordingly, there are no related disclosures in these financial statements.

17.3 Director remuneration and other benefits

The members of the Board of Directors accrued 3,986,017 euros of remuneration during the year ended 31 March 2024 (3,444,973 euros in FY 2022/23), and remuneration accrued and vested at year-end amounted to 3,031,710 euros (2,155,326 euros at 31 March 2023).

17.4 Key management personnel remuneration and other benefits

The remuneration earned by the Company's key management personnel and professionals performing similar executive duties during the years ended 31 March 2024 and 31 March 2023 is provided in the table below:

No. of
recipients
Year ended 31 March 2024 Advances
Fixed and
variable
Other
remuneration
Total Number Amount
31 Mar.
2024
remuneration
(*)
(**)
8 1,890,331 2,368,656 4,258,988 - -

(*) Includes the annual variable remuneration fully accrued (371,840 euros), while the amount vested in the year ended 31 March 2024 was 375,394 euros.

(**) Includes the amounts fully accrued for each of the LTIPs irrespective of the effective vesting date, while the amount vested in the year ended 31 March2024 was 1,056,495 euros.

Euros
No. of
recipients
Year ended 31 March 2023 Advances
Fixed and
variable
Other
remuneration
Total Number Amount
31 Mar.
2023
remuneration
6 1,551,010 1,612,239 3,163,249 - -

At 31 March 2024, the Company had assumed commitments to key management personnel under savings schemes but had not extended them any advances, loans or guarantees. It did not have any obligations in this respect at 31 March 2023. There were no incentive plans over shares of Aedas Homes, S.A. at 31 March 2024 or 31 March de 2023 other than those disclosed in note 10.9).

During the year ended 31 March 2024, the Company paid premiums of 73,001 euros for director and officer liability insurance (82,734 euros in FY 2022/23).

18. Risk management

The Group, of which Aedas Homes, S.A. is the parent (note 1), manages its capital so as to ensure that the Group companies will be able to continue as profitable concerns, while maximising shareholder returns by balancing its debt versus equity structure.

Financial risk management is centralised in the Finance Department, which has established the mechanisms necessary for controlling exposure to credit and liquidity risk and, to a lesser extent, interest rate risk.

Credit risk

The Company is not significantly exposed to credit risk as its customers are Group companies under the services provision agreements entered into with its subsidiaries. Moreover, its subsidiaries are not significantly exposed to credit risk either as the balances due from their customers are secured by the properties it sells them; moreover, their customer bases are well diversified.

In addition, the Company holds its cash and cash equivalents at highly solvent financial institutions, framed by the Group's cash management policy, so that the related counterparty risk is not material.

No accounts receivable from Group companies, related parties or third parties were past due at 31 March 2024.

Liquidity risk

The Company determines its liquidity requirements by means of cash forecasts. Those forecasts pinpoint when it will need funds, and how much, and new funding initiatives are planned accordingly.

In order to ensure ongoing liquidity and the ability to service all the payment commitments arising from its business operations, the Company holds the cash balances shown on the balance sheet as well as the credit lines and financing agreements detailed in note 12.

The Company's directors believe that these arrangements will be sufficient to cover its cash requirements and those of its subsidiaries going forward. The liquidity function is managed at the Group level, so that the operating companies do not face liquidity shortfalls and can concentrate on pursuing their real estate developments, which are mainly financed using external borrowings, specifically mortgaged developer loans.

On 27 June 2023, the Parent arranged a new AEDAS HOMES 2023 Commercial Paper Program on Spain's alternative fixed income market (MARF for its acronym in Spanish), substituting the commercial paper programme arranged on 23 June 2022. Under the new programme, it can issue up to 150,000,000 euros of commercial paper with terms of up to 24 months. The aim is to diversify the Group's sources of financing.

The Parent issued a total of 6.10 million euros of commercial paper under the programme during the year ended 31 March 2024 and it repaid zero euros of commercial paper at maturity, leaving an outstanding balance of 6.10 million euros due on several dates between the reporting date and March 2025. The effective annual cost of the commercial paper issues is 5.42%.

Market risk: interest rate risk

The Company's cash balances and certain of its borrowings expose it to interest rate risk, which could have an adverse impact on its net finance expense and cash flows. However, most of the Company's borrowings at 31 March 2024 were in the form of commercial paper, which bears interest at a fixed rate, so that the Company was not significantly exposed to market interest rate risk at the reporting date. As a result, the directors have not seen fit to arrange any interest rate hedges.

19. Other information

19.1 Headcount

At 31 March 2024, the Group employed two professionals with a disability of a severity of 33% or more (two professionals at 31 March 2023).

At 31 March 2024, the Board of Directors was made up of five men and two women. At 31 March 2023, it was made up of seven men and two women.

19.2 Audit fees

The audit fees accrued during the year for services provided by the auditor:

Euros
Year ended 31
March 2024
Year ended 31
March 2023
Audit and related services
Audit services 207,614 207,614
Other assurance services 66,098 66,098
Total 273,712 273,712

19.3 Environmental disclosures

Sustainability is a cornerstone of AEDAS Homes' business and strategy. To that end, it continues to champion projects to accelerate the inevitable transformation of the residential construction sector it has been spearheading since 2018, the year in which it created its industrialised construction business line with the aim of developing housing using modern methods of construction. The Group provides an account of its environmental protection activities and policies in its Integrated Annual Report, which can be retrieved from the Company's website and that of the CNMV from the date of publication of its annual financial statements.

19.4 Disclosures regarding average supplier payment term. Additional Provision Three. "Disclosure requirements", of Spanish Law 15/2010

The disclosures regarding the average supplier payment term:

Year ended 31
March 2024
Year ended 31
March 2023
Days
Average supplier payment term 38.81 44.61
Paid transactions ratio 36.07 43.45
Outstanding transactions ratio 99.61 180.49
Euros
Total payments made 24,959,472 24,823,319
Total payments outstanding 1,125,344 211,759

The table below presents the monetary amount and number of invoices paid within the legal deadline, as required under article 9 of Spanish Law 18/2022 on business creation and growth:

Year ended 31
March 2024
Year ended 31
March 2023
Monetary value of invoices paid within the legally stipulated deadline
(euros)
Percentage of total payments made
20,790,414
83%
20,622,144
83%
Number of invoices paid within the legally stipulated deadline
Percentage of total invoices paid
14,955
78%
21,207
80%

20. Events after the reporting date

No events have taken place since 31 March 2024 that could have a material impact on the information presented in the annual financial statements authorised for issue by the directors or that are worthy of disclosure on account of their materiality, other than that disclosed below:

  • In order to reduce its borrowings, on 20 March 2024, the Parent launched a partial repurchase offer for up to €50 million of its green bonds. That offer was oversubscribed so that the total amount bought back ended up at €68.4 million. That offer was settled and the bonds were cancelled on 3 April 2024. As a result of this transaction, as well as the cancellation of additional bonds bought back in the open market for €1.6 million between February and March 2024, the outstanding balance on the green bond issue currently stands at 255 million euros (face value).
  • At the close of trading on 24 May 2024, Aedas Homes held 590,958 own shares, representing 1.35% of its capital; they were bought back at an average price of 16.96 euros per share. The Parent has bought back 7,698 shares representing 1.3% of its capital under the Discretionary Programme and Repurchase Programme since the end of the reporting period; they were acquired at an average price of €17.41 per share.
  • On 29 May 2024, the Board of Directors agreed to pay an additional dividend (final dividend + extraordinary dividend) of 2.50 euros per share on all shares other than own shares as of the record date, as follows:
      1. A final dividend of 0.24 euros per share against earnings for the year ended 31 March 2024.
      1. The remaining 2.01 euros will be paid against the share premium account.
  • As a result, assuming that on the date of distributing the proposed dividend the number of own shares is the same as at 31 March 2024 (i.e., 583,206 shares), the maximum dividend payable (including the interim and final dividend) would be 107,392,293 euros, which implies appropriating 59,072 euros to retained earnings (notes 3 and 14) and charging the sum of 87 million euros against the share premium account.
  • On 6 May 2024, Aedas Homes, S.A. decreased its shareholding in and loans to Java Investment Holding S.a.r.l., as a result of delivery of milestones agreed with King Street Capital Management, L.P. (so that the latter can gradually increase its interest) with respect to the assets held by AEDAS KS IBERIA S.L.U. and AEDAS KS LEVANTE S.L.U. (companies in which Java Investment Holding S.a.r.l. is the sole shareholder). It decreased its shareholdings by 1.2 and 1.1 million euros, respectively, and its loans by 1.2 and 1.5 million euros, respectively.

21. Translation of financial statements

Free translation of financial statements originally issued in Spanish. In the event of discrepancy, the Spanishlanguage version prevails

Appendix I - Subsidiaries included in the scope of consolidation at 31 March 2024

Registered Ownership interest Consolidation
Company office Business 31 March 2024 Shareholder Auditor method
AEDAS HOMES
OPCO, S.L.U.
Madrid Development 100% Direct AEDAS HOMES, S.A. ERNST &
YOUNG, S.L.
Full
consolidation
AEDAS HOMES
SERVICIOS
INMOBILIARIOS,
S.L.U.
Madrid Real estate
services
100% Direct AEDAS HOMES, S.A. - Full
consolidation
LIVE VIRTUAL
TOURS, S.L.U.
Madrid Audiovisual
distribution
100% Direct AEDAS HOMES, S.A. - Full
consolidation
DAMALANA
SERVICIOS Y
GESTIONES, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
ERNST &
YOUNG, S.L.
Full
consolidation
AEDAS HOMES
CANARIAS, S.L.U.
(formerly, ESPEBE 18,
S.L.U.)
Las Palmas,
Gran
Canary
Island
Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
SPV SPAIN 2, S.L. Madrid Development 87.5% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
AEDAS HOMES
RENTAL, S.L.U.
(formerly,
FACORNATA
SERVICIOS Y
GESTIONES, S.L.U.)
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
ERNST &
YOUNG, S.L.
Full
consolidation
SERVICIOS
INMOBILIARIOS
MAUNA LOA, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
AEDAS HOMES
COLMENAR VIEJO,
S.L.U. (formerly,
TURNKEY PROJECTS
DEVELOPMENT,
S.L.U.)
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
ERNST &
YOUNG, S.L.
Full
consolidation
WINSLARO ITG, S.L. Madrid Development 20% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Equity method
EGON ASSET
DEVELOPMENT,
S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
FALCON
DESARROLLOS
INMOBILIARIOS,
S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
AEDAS HOMES
LIVING, S.L.U.
Madrid Decoration and
interior design
services
100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
DOMUS AVENIDA,
S.L.
Madrid Holdco 52% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Full
consolidation
VARÍA ACR
MÓSTOLES
FUENSANTA, S.L.
Madrid Development 15.6% Indirect AEDAS HOMES, S.A.
through DOMUS
AVENIDA, S.L
KPMG
Auditores,
S.L.
Equity method
ESPACIO ÁUREA, S.L. Madrid Development 50% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
ALLEGRA NATURE,
S.L.
Madrid Development 20% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
ETL Spain
Audit
Services, S.L.
Equity method
RESIDENCIAL
HENAO, S.L.
Vizcaya Development 22.5% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
KPMG
Auditores,
S.L.
Equity method
ÁUREA
ETXABAKOITZ, S.L.
Navarre Development 14.81% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
KPMG
Auditores,
S.L.
Equity method
RESIDENCIAL
CIUDADELA UNO, S.L.
Navarre Holdco 17.13% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
NATURE ESTE, S.L. Madrid Development 17.13% Indirect AEDAS HOMES, S.A.,
through RESIDENCIAL
CIUDADELA UNO, S.L.
ETL Spain
Audit
Services, S.L.
Equity method
JAVA INVESTMENTS
HOLDINGS, S.A.R.L
Luxembourg Holdco 49.90% Direct AEDAS HOMES, S.A. - Equity method
AEDAS KS FONSALÍA,
S.L.U.
Las Palmas,
Gran
Canary
Island
Development 49.90% Indirect AEDAS HOMES, S.A.,
through JAVA
INVESTMENTS
HOLDINGS, S.A.R.L
- Equity method
AEDAS KS SANTA
CLARA, S.L.U.
Madrid Development 49.90% Indirect AEDAS HOMES, S.A.,
through JAVA
INVESTMENTS
HOLDINGS, S.A.R.L
- Equity method
AEDAS KS LEVANTE,
S.L.U.
Madrid Development 49.90% Indirect AEDAS HOMES, S.A.,
through JAVA
INVESTMENTS
HOLDINGS, S.A.R.L
- Equity method
AEDAS KS IBERIA,
S.L.U.
Madrid Development 49.90% Indirect AEDAS HOMES, S.A.,
through JAVA
INVESTMENTS
HOLDINGS, S.A.R.L
- Equity method
BTS SERVICIOS
INMOBILIARIOS JV1,
S.L.
Madrid Development 24.50% Direct AEDAS HOMES, S.A. - Equity method
SERVICIOS
INMOBILIARIOS
RESIDENCIAL EN
VENTA JV2, S.L.U.
Madrid Development 100% Direct AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method

Appendix I - Subsidiaries included in the scope of consolidation at 31 March 2023

Company Registered Business Ownership interest Shareholder Auditor Consolidation
method
office 31 March 2023
AEDAS HOMES OPCO,
S.L.U.
Madrid Development 100% Direct AEDAS HOMES, S.A. ERNST &
YOUNG, S.L.
Full consolidation
AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
Madrid Real estate services 100% Direct AEDAS HOMES, S.A. - Full consolidation
LIVE VIRTUAL TOURS,
S.L.U.
Madrid Audiovisual
distribution
100% Direct AEDAS HOMES, S.A. - Full consolidation
DAMALANA SERVICIOS
Y GESTIONES, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
ERNST &
YOUNG, S.L.
Full consolidation
ESPEBE 18, S.L.U.
(currently, AEDAS HOMES
CANARIAS, S.L.U.)
Las Palmas,
Gran Canary
Island
Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
SPV REOCO 15, S.L.U. Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
SPV SPAIN 2, S.L. Madrid Development 87.5% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
FACORNATA SERVICIOS
Y GESTIONES, S.L.U.
(currently, AEDAS HOMES
RENTAL, S.L.U.)
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
SERVICIOS
INMOBILIARIOS
LICANCABUR, S.L.
Madrid Development 25% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Equity method
SERVICIOS
INMOBILIARIOS MAUNA
LOA, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
TURNKEY PROJECTS
DEVELOPMENT, S.L.U.
(currently, AEDAS HOMES
COLMENAR VIEJO,
S.L.U.)
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
WINSLARO ITG, S.L. Madrid Development 20% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Equity method
EGON ASSET
DEVELOPMENT, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
URBANIA LAMATRA II,
S.L.
Madrid Development 10% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Equity method
FALCON DESARROLLOS
INMOBILIARIOS, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
AEDAS HOMES LIVING,
S.L.U.
Madrid Decoration and
interior design
services
100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
AEDAS ESTE, S.L.U. Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
DOMUS AEDAS
RESIDENCIAL, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
PROYECTOS
INMOBILIARIOS ATRIA
MADRID, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
PROYECTOS
INMOBILIARIOS LUCIDA
NAVARRA, S.L.U.
Madrid Holdco 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
PROYECTOS
INMOBILIARIOS ALGEDI
MADRID, S.L.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U. 80% and,
through PROYECTOS
INMOBILIARIOS LUCIDA
NAVARRA, S.L.U., 20%
- Full consolidation
PROYECTOS BALMES
89, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
AEDAS MUTILVA
PROMOCIÓN, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
OPCO, S.L.U.
- Full consolidation
DOMUS AVENIDA, S.L. Madrid Holdco 52% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Full consolidation
VARÍA ACR MÓSTOLES
FUENSANTA, S.L.
Madrid Development 15.6% Indirect AEDAS HOMES, S.A.
through DOMUS AVENIDA,
S.L
- Equity method
ESPACIO ÁUREA, S.L. Madrid Development 50% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
ALLEGRA NATURE, S.L. Madrid Development 20% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
RESIDENCIAL HENAO,
S.L.
Vizcaya Development 22.5% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
ÁUREA ETXABAKOITZ,
S.L.
Navarre Development 14.81% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
RESIDENCIAL
CIUDADELA UNO, S.L.
Navarre Holdco 17.13% Indirect AEDAS HOMES, S.A.,
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
NATURE ESTE, S.L. Madrid Development 17.13% Indirect AEDAS HOMES, S.A.,
through RESIDENCIAL
CIUDADELA UNO, S.L.
- Equity method

MANAGEMENT REPORT

Aedas Homes, S.A.

For the year ended 31 March 2024

1. Organisational and operating structure

The Company was incorporated as a result of the subscription and payment of 3,000 indivisible equity interests (participaciones sociales), numbered sequentially, with a unit par value of 1 euro. They were paid for in cash. Hipoteca 43 Lux, S.A.R.L. purchased 100% of those interests on 5 July 2016. The Company's name was changed to Aedas Homes Group, S.L.U. on 18 July 2016. It assumed its current name in the wake of the restructuring transaction completed in 2017.

On 12 September 2017, the Company's legal form of incorporation was changed to that of a public limited company and its name was again changed to Aedas Homes, S.A.

During the year ended 31 December 2017, the Company's Majority Shareholder contributed, in a series of transactions, its Spanish real estate development business to Aedas Homes, S.A.:

  • On 30 March 2017, it made a non-monetary equity injection into the Company in the amount of 314,032,337 euros, a transaction that materialised in the issuance of 31,403,231 shares with a unit par value of one euro and a share premium of 282,629,106 euros. That contribution primarily implied the first-time recognition of real estate assets with a net carrying amount of 596,293,156 euros (stated at the Group's ownership interest therein) that were financed by a loan extended by the Majority Shareholder.
  • On 29 June 2017, the Company's Majority Shareholder made another non-monetary equity injection into the Company in the amount of 23,140,283 euros, a transaction that materialised in the issuance of 2,314,028 shares with a unit par value of one euro and a share premium of 20,826,255 euros. That contribution primarily implied the first-time recognition of real estate assets with a net carrying amount of 43,691,035 euros (stated at the Group's ownership interest therein) that were financed by a loan extended by the Majority Shareholder.
  • On 16 August 2017, the Company's Majority Shareholder made a non-monetary equity contribution to the Aedas Homes Group, specifically contributing its interest in Danta Investment, S.L.U.; the contribution had the effect of increasing the Company's share capital by 11,086,771 euros (issuing the same number of shares with a unit par value of one euro) and the share premium account by 99,780,938 euros. The purpose of the above contribution was to contribute a business consisting of the Majority Shareholder's interest in FAB MAY, a company that had inventories at various stages of development, tax credits and cash. The balancing entry for that contribution consisted of the transfer of 95% of the shares of Danta Investment S.L.U. and a credit claim against FAB related to a loan that was cancelled on 21 August 2017. FAB MAY was subsequently liquidated on 15 September 2017; all of its liabilities were cancelled and 100% of its assets were allocated to Danta Investments, S.L.U. As part of the same proceedings, Danta Investments, S.L.U. paid SAREB (the acronym in Spanish for the management company for assets arising from bank restructuring, more popularly known as the bad bank) consideration totalling 4,800,000 euros plus VAT.
  • The merger between Aedas Homes Group (Transferee) and Aedas Homes (Transferor) closed on 29 June 2017 and the name and registered office of the Transferee were changed to those of the Transferor, so that the Company's name was changed from Aedas Homes Group to Aedas Homes. The merger by absorption implied: (i) the dissolution and extinguishment of the Transferor; (ii) the en bloc transfer of all the latter's assets and liabilities to the Transferee, which acquired all of its rights and obligations by universal succession.

The shares representing the share capital of Aedas Homes S.A. have been trading on the continuous stock markets of Madrid, Barcelona, Bilbao and Valencia since 20 October 2017, having listed at 31.65 per share.

On 2 April 2018, by virtue of resolutions ratified by Aedas Homes, S.A. in its capacity as sole shareholder of SPV Reoco 1, S.L.U., it was agreed to merge SPV Reoco 1, S.L.U. (currently, Aedas Homes Opco, S.L.U.) ("Transferee") and 41 of its subsidiaries (ESPEBE 2, S.L.U., ESPEBE 4, S.L.U., ESPEBE 7, S.L.U., ESPEBE 12, S.L.U., ESPEBE 14, S.L.U., ESPEBE 15, S.L.U., ESPEBE 16, S.L.U., ESPEBE 17, S.L.U., ESPEBE 20, S.L.U., ESPEBE 21, S.L.U., ESPEBE 22, S.L.U., ESPEBE 23, S.L.U., ESPEBE 25, S.L.U., ESPEBE 26, S.L.U., ESPEBE 27, S.L.U., ESPEBE 28, S.L.U., ESPEBE 29, S.L.U., ESPEBE 31, S.L.U., ESPEBE 32, S.L.U., ESPEBE 34, S.L.U., ESPEBE 35, S.L.U., SPV REOCO 2, S.L.U., SPV REOCO 5, S.L.U., SPV REOCO 6, S.L.U., SPV REOCO 12, S.L.U., SPV REOCO 14, S.L.U., SPV REOCO 17, S.L.U., SPV REOCO 18, S.L.U., SPV REOCO 26, S.L.U., SPV SPAIN PROJECT 1, S.L.U., SPV SPAIN 7, S.L.U., SPV SPAIN 16, S.L.U., SPV SPAIN 17, S.L.U., CORNETALA SERVICIOS Y GESTIONES, S.L.U., DANTA INVESTMENTS, S.L.U., DELANETO SERVICIOS Y GESTIONES, S.L.U., DESARROLLO EMPRESARIAL LICANCABUR, S.L.U., EPAVENA PROMOCIONES Y SERVICIOS, S.L.U., LANDATA SERVICIOS Y GESTIONES, S.L.U., MILEN INVESTMENTS, S.L.U. and SERVICIOS INMOBILIARIOS CLEGANE, S.L.U., the "Transferors"). The merger by absorption implied: (i) the dissolution and extinguishment of the Transferors; (ii) the en bloc transfer of all the latter companies' assets and liabilities to the Transferee, which acquired all of their rights and obligations by universal succession. The merger deeds were publicly notarised and registered with the Madrid Companies Register on 4 May 2018.

On 30 March 2020, the Company's shareholders resolved, in general meeting and on the basis of a report from the Board of Directors, to change the Company's fiscal year to the 12 months elapsing between 1 April and 31 March of the following year, with the exception of the first fiscal year following the change, which ran from 1 January 2020 until 31 March 2020. The annual financial statements therefore correspond to the 12 month period elapsing between 1 April 2023 and 31 March 2024 (FY 2023/24).

Elsewhere, on 23 June 2022, Aedas Homes, S.A., in its capacity as sole shareholder of Aedas Homes Opco, S.L.U., resolved to merge eight subsidiaries of Aedas Homes Opco, S.L.U. (Proyectos Inmobiliarios Atria Madrid, S.L.U., Domus Aedas Residencial, S.L.U., Aedas Este, S.L.U. (formerly, Allegra Este, S.L.U.), Proyectos Balmes 89, S.L.U., Aedas Mutilva Promoción S.L.U. (formerly, Áurea Mutilva Promoción, S.L.U.), Proyectos Inmobiliarios Lucida Navarra, S.L.U., Spv Reoco 15, S.L.U. and Proyectos Inmobiliarios Algedi Madrid, S.L.U.), together, the "Transferors", into their parent, Aedas Homes Opco, S.L.U. ("Transferee"). The merger by absorption implied: (i) the dissolution and extinguishment of the Transferors; and (ii) the en bloc transfer of all the latter companies' assets and liabilities to the Transferee, which has acquired all of their rights and obligations by universal succession, with effect for tax and accounting purposes from 1 April 2022.

Under the scope of these activities, on 5 February 2024 the Company entered into a private agreement with Java Private Holdings S.à r.l. (the "Shareholder"), an investee owned indirectly by funds managed by King Street Capital Management, L.P. ("King Street"), for the development, through a joint venture (the "JV"), of homes for sale to individuals (Build-to-Sell, or BTS) in Spain. The targeted amount of capital to be committed by the Company and the Shareholder totals 270 million euros: 150 million euros is being committed to seven mid-stream BTS developments (682 homes) that the Company is already working on and the remaining 120 million euros are to be committed, within a deadline of 18 months, to new investments in ready-to-build residential sites in Spain. The Company has acquired a non-controlling interest in the JV, which will gradually get diluted in keeping with delivery of a series of milestones related with the degree of completion of each of the developments. The Company will act as the manager of the companies owned by the JV that are set up to develop the homes, handling end-to-end management of the developments.

In addition, on 20 March 2024, the Company entered into an agreement with a group of Spanish investors for the development, through a joint venture (the "JV"), of two residential developments for sale to individuals (198 units) in Las Rozas (Madrid) and Zaragoza. The targeted amount of capital to be committed by the Company and that JV's shareholders totals 20 million euros. The Company holds a 24.5% interest in the JV. The Company will also handle the end-to-end management of this JV's developments.

On 15 March 2024, the board of directors of Live Virtual Tours, S.L., in light of that investee's business performance, decided to liquidate the company's assets and liabilities in an orderly fashion so as to then propose its formal liquidation to its sole shareholder, namely Aedas Homes, S.A. That decision will be ratified once all of that investee's assets have been collected and its liabilities settled, in keeping with the dissolution and simultaneous liquidation procedure.

At present, Aedas Homes, S.A. heads up a group of enterprises that carries out its business activities either directly or through investments in other companies with an identical or similar corporate object.

The corporate structure of the group comprising Aedas Homes, S.A. and its subsidiaries (the Group) at 31 March 2024 is presented below:

The corporate purpose of Aedas Homes, S.A. is to acquire, permit, manage, market and develop properties of any kind for holding, use, management, sale or lease. It conducts this business exclusively in Spain. The foregoing activities may also be performed in whole or in part on an indirect basis through ownership interests in other companies with similar corporate purposes. To that end, the Company may acquire, administer and sell securities of all kinds, including but not limited to, shares, convertible bonds and unitholdings of any kind.

2. Business performance and financial results - key measures

The Company's assets totalled 1,081,251,371 euros at 31 March 2024. Current and non-current liabilities amounted to 145,265,626 euros and equity stood at 935,985,745 euros.

On 25 September 2023, the Company reduced its share capital by 3,160,537 euros by cancelling 3,160,537 own shares (unit par value: 1 euro), which represented approximately 6.63% of its share capital at the time.

Revenue and EBITDA

In the year ended 31 March 2024, the Company generated 171,843,447 euros of revenue, of which 46,904,022 euros originated from the provision of administration, management and development services to Group companies, 46,513,116 euros was finance income generated on loans provided to Group companies and 78,426.309 euros came from dividends received from Group investees.

EBITDA

The Company reported EBITDA of 172,892,632 euros in the year ended 31 March 2024.

Profit for the year

The Company recorded a profit of 107,462,395 euros in the year ended 31 March 2024.

Financial situation

The Company's liabilities amounted to 111,736,147 euros at 31 March 2024: 2,508,952 of non-current liabilities and 109,227,195 euros of current liabilities. By comparison, at 31 March 2022, its liabilities amounted to 83,969,376 euros: 13,454 of non-current liabilities and 83,955,922 euros of current liabilities. At 31 March 2024, non-current liabilities accounted for 2.25% of total liabilities (0.02% at 31 March 2023).

3. Environmental and staff matters

For more information about environmental matters, refer to note 19.3 of the annual financial statements.

In the year ended 31 March 2024, the Company's headcount averaged 283 (281 in FY 2022/23). The breakdown of the year-end headcount by region, department and job category:

Region 31 Mar. 2024
Madrid 157
Catalonia 27
East & Mallorca 35
Costa del Sol 27
Andalusia & Canaries 31
North 13
Total 290
Gender diversity 31 Mar. 2024
Female employees 153
Female directors 2
Female executives 11
Headcount by education level 31 Mar. 2024
Graduates 191
Diploma holders 65
Other 34
Total 290

4. Liquidity and capital resources

Note 18 of annual financial statements outlines the Company's capital and liquidity risk management policies.

The Group determines its liquidity requirements by means of cash forecasts. These forecasts pinpoint when the Group will need funds and how much and new funding initiatives are planned accordingly.

In order to ensure ongoing liquidity and the ability to service all the payment commitments arising from its business operations, the Company holds the cash balances shown on the balance sheet as well as the credit lines and financing agreements detailed in note 12 of the accompanying financial statements.

The Company's directors believe that these arrangements will be sufficient to cover its cash requirements and those of its subsidiaries going forward. The liquidity function is managed at the Group level, so that the operating companies do not face liquidity shortfalls and can concentrate on pursuing their real estate developments, which are financed using external borrowings.

5. Key risks and sources of uncertainty

The Parent has drawn up a risk map. To this end, it has analysed the organisation's procedures, identifying the potential sources of risk, quantifying the related exposures and taking the opportune measures to prevent their materialisation. The Group provides an account of its risk management effort in its Integrated Annual Report, which can be retrieved from the Company's website and that of the CNMV from the date of publication of its annual financial statements.

The most significant financial risks to which the Group is exposed are:

Market risk

Exposure to credit risk

The Company is not significantly exposed to credit risk as its customers are Group companies under the services provision agreements entered into with its subsidiaries. Moreover, its subsidiaries are not significantly exposed to credit risk either as the balances due from their customers are secured by the properties it sells them; moreover, their customer bases are well diversified.

In addition, the Company holds its cash and cash equivalents at highly solvent financial institutions, framed by the Group's cash management policy, so that the related counterparty risk is not material.

No accounts receivable from Group companies, related parties or third parties were past due at 31 March 2024.

Exposure to solvency risk

The Company regularly analyses its credit risk in respect of its accounts receivable, updating the corresponding provision for impairment accordingly. The Company's directors believe that the carrying amounts of its trade and other receivables approximate their fair value.

Exposure to exchange rate risk

Given the Company's scant exposure to markets outside the eurozone, exposure to foreign exchange risk is considered immaterial.

6. R&D activities

In light of its business lines, the Company does not have a significant research and development effort.

7. Own shares

At 31 March 2024, the Company's own share account (acquired under the Discretionary Programme, the Repurchase Programme and block trades) amounted to 9,887,856 euros, corresponding to 3,305,632 shares representing 7.06% of share capital; the average purchase price was 19.34 euros (31 March 2022: 63,922,166 euros; 2,720,335 shares; 5.81% and 20.54 euros, respectively).

8. Significant events after the reporting date

As outlined in note 20 of the financial statements for year ended 31 March 2024, no events have taken place since the end of the reporting period that could have a material impact on the information presented in the annual financial statements authorised for issue by the directors or that are worthy of disclosure on account of their materiality, other than as disclosed in that note.

9. Supplier payments

The disclosures required under additional provision three of Spanish Law 15/2010, amending Law 3/2004, establishing measures to combat supplier non-payment, are duly provided in note 19.d) of the annual financial statements. The Company was in compliance with its requirements under that legislation at the reporting date.

10. Information about the entity's performance in the year ended 31 March 2024

At present, Aedas Homes, S.A. is the parent of a group of enterprises. It carries out its business activities either directly or through investments in other companies.

With the aim of simplifying the group's organisational and management structure, on 2 April 2018, pursuant to resolutions ratified by Aedas Homes, S.A., in its capacity as sole shareholder of SPV Reoco 1, S.L.U., agreed the merger between SPV Reoco 1, S.L.U. ("Transferee") and 41 of its subsidiaries. This merger has simplified and sped up corporate decision-making.

On 17 November 2021, AEDAS HOMES OPCO, S.L.U. transferred shares to AEDAS Homes, S.A. representing 100% of the share capital of AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U., for a price of 383,429 euros, the latter being the company that provides real estate management services within the AEDAS HOMES Group. On 15 December 2021, the Company acquired 100% of the shares of LIVE VIRTUAL TOURS, S.L.U. from AEDAS HOMES OPCO, S.L.U., an audiovisual distribution company, for a price of 140,839 euros.

On 27 July 2021, the Company reduced its share capital by 1,160,050 euros by cancelling 1,160,050 own shares (unit par value: 1 euro), which represented approximately 2.418% of its share capital at the time. At 31 March 2023, the Company's capital comprised 46,806,537 shares with a unit par value of 1 euro (46,806,537 shares with a unit par value of 1 euro at 31 March 2022).

Elsewhere, on 23 June 2022, Aedas Homes, S.A., in its capacity as sole shareholder of Aedas Homes Opco, S.L.U., resolved to merge eight subsidiaries of Aedas Homes Opco, S.L.U. (Proyectos Inmobiliarios Atria Madrid, S.L.U., Domus Aedas Residencial, S.L.U., Aedas Este, S.L.U. (formerly, Allegra Este, S.L.U.), Proyectos Balmes 89, S.L.U., Aedas Mutilva Promoción S.L.U. (formerly, Áurea Mutilva Promoción, S.L.U.), Proyectos Inmobiliarios Lucida Navarra, S.L.U., Spv Reoco 15, S.L.U. and Proyectos Inmobiliarios Algedi Madrid, S.L.U.), together, the "Transferors", into their parent, Aedas Homes Opco, S.L.U. ("Transferee"). This merger has simplified and sped up corporate decision-making.

Under the scope of these activities, on 5 February 2024 the Company entered into a private agreement with Java Private Holdings S.à r.l. (the "Shareholder"), an investee owned indirectly by funds managed by King Street Capital Management, L.P. ("King Street"), for the development, through a joint venture (the "JV"), of homes for sale to individuals (Build-to-Sell, or BTS) in Spain. The targeted amount of capital to be committed by the Company and the Shareholder totals 270 million euros: 150 million euros is being committed to seven mid-stream BTS developments (682 homes) that the Company is already working on and the remaining 120 million euros are to be committed, within a deadline of 18 months, to new investments in ready-to-build residential sites in Spain. The Company has acquired a non-controlling interest in the JV, which will gradually get diluted in keeping with delivery of a series of milestones related with the degree of completion of each of the developments. The Company will act as the manager of the companies owned by the JV that are set up to develop the homes, handling end-to-end management of the developments.

In addition, on 20 March 2024, the Company entered into an agreement with a group of Spanish investors for the development, through a joint venture (the "JV"), of two residential developments for sale to individuals (198 units) in Las Rozas (Madrid) and Zaragoza. The targeted amount of capital to be committed by the Company and that JV's shareholders totals 20 million euros. The Company holds a 24.5% interest in the JV. The Company will also handle the end-to-end management of this JV's developments.

On 15 March 2024, the board of directors of Live Virtual Tours, S.L., in light of that investee's business performance, decided to liquidate the company's assets and liabilities in an orderly fashion so as to then propose its formal liquidation to its sole shareholder, namely Aedas Homes, S.A. That decision will be ratified once all of that investee's assets have been collected and its liabilities settled, in keeping with the dissolution and simultaneous liquidation procedure.

The Company's assets totalled 1,081,251,371 euros at 31 March 2024. Current and non-current liabilities amounted to 145,265,626 euros and equity stood at 935,985,745 euros.

The Company's liabilities amounted to 145,265,626 euros at 31 March 2024: 1,822,383 of non-current liabilities and 143,443,243 euros of current liabilities. By comparison, at 31 March 2023, its liabilities amounted to 111,736,147 euros: 2,508,952 of non-current liabilities and 109,227,195 euros of current liabilities. At 31 March 2024, non-current liabilities accounted for 1.25% of total liabilities (2.25% at 31 March 2023).

In the year ended 31 March 2024, the Company generated 171,846,447 euros of revenue, of which 49,904,022 euros originated from the provision of administration, management and development services to Group companies, 46,513,116 euros was finance income generated on loans provided to Group companies and 78,426.309 euros came from dividends received from Group investees.

The Company reported EBITDA of 172,892,632 euros in the year ended 31 March 2024.

The Company recorded a profit of 107,462,395 euros in the year ended 31 March 2024.

As detailed in note 10.8 of the accompanying annual financial statements, at a meeting held on 17 March 2024, the Company's Board of Directors resolved to pay an interim dividend against profits for the year ended 31 March 2024 of 2.25 euros per share (before withholding tax), which was paid on all shares carrying dividend rights. That dividend was paid on 26 March 2024 and totalled 97,044,905 euros.

On 29 May 2024, the Board of Directors agreed to pay an additional dividend (final dividend) against profit for the year ended 31 March 2024 of 0.24 euros per share on all shares other than own shares as of the record date. As a result, assuming that on the date of distributing the proposed dividend the number of own shares is the same as at 31 March 2024 (i.e., 583,260 shares), the maximum dividend payable (interim plus final dividend) would be 107,392,923 euros, which implies appropriating 69,472 euros to retained earnings (notes 3 and 14).

11. Annual Corporate Governance Report

The Corporate Governance Report of Aedas Homes, S.A. for the year ended 31 March 2024 is part of the Management Report. It can be retrieved from the website of the securities market regulator, the CNMV, from the date of publication of the Company's annual financial statements.

12. Annual Report on Director Remuneration

The Annual Report on Director Remuneration of Aedas Homes, S.A. for the year ended 31 March 2024 is part of the Management Report. It can be retrieved from the website of the securities market regulator, the CNMV, from the date of publication of the Company's annual financial statements.

13. Non-Financial Statement

As required under article 262.5 of the Corporate Enterprises Act, the Company is exempt from having to present a non-financial statement as the related disclosures are provided in the Integrated Annual Report of the Group of which it is Parent. That report is filed with the Madrid Companies Register in conjunction with the Group's consolidated annual financial statements.

DECLARACIÓN DE
RESPONSABILIDAD DE AEDAS
DECLARATION OF LIABILITY OF
HOMES, S.A. AEDAS HOMES, S.A.
Conforme a lo establecido en el artículo
8.1(b) del Real Decreto 1362/2007, de 19
de octubre, los miembros del Consejo de
Administración de Aedas Homes,
S.A.
abajo
firmantes
realizan
la
siguiente
declaración de responsabilidad:
In accordance with the provisions of
article 8.1 (b) of Royal Decree 1362/2007,
of October 19, the members of the Board
of Directors of Aedas Homes, S.A. below
signatories make the following declaration
of liability:
Que,
hasta
donde
alcanza
su
conocimiento,
las
Cuentas
Anuales
individuales
de
Aedas
Homes,
S.A.
correspondientes
al
ejercicio
anual
terminado el 31 de marzo
de 2024
han
sido
elaboradas
con
arreglo
a
los
principios
de
contabilidad
aplicables;
ofrecen, tomadas en su conjunto, la
imagen fiel del patrimonio, de la situación
financiera y de los resultados de Aedas
Homes, S.A.; y el Informe de Gestión
individual incluye un
análisis fiel de la
evolución y los resultados empresariales y
de la posición de Aedas Homes, S.A.,
junto con la descripción de los principales
riesgos
e
incertidumbres
a
que
se
enfrentan.
That, as far as it is known, the individual
Annual Accounts of Aedas Homes, S.A. for
the financial year ended March 31, 2024
have been prepared in accordance with
applicable
accounting
principles;
They
offer, taken as a whole, the true image of
the Equity, the financial situation and the
results of Aedas Homes, S.A.; and the
Individual Management Report includes a
faithful
analysis
of
the
evolution
and
business results and of the position of
Aedas Homes, S.A., together with the
description
of
the
main
risks
and
uncertainties that they face.
Los
consejeros,
en
prueba
de
The Members of the Board,
in proof of
compliance, sign this sheet:
conformidad, firman esta hoja:
____
____
Mr. Santiago Fernández Valbuena
D. Santiago Fernández Valbuena
Presidente
Chairman
_____
D. David Martínez Montero
Consejero Delegado
______
Mr. David Martínez Montero
Chief Executive Officer
____
D. Eduardo D'Alessandro Cishek
Consejero
____
Mr. Eduardo D'Alessandro Cishek
Board Member
________
D. Javier Lapastora Turpín
Consejero
________
Mr. Javier Lapastora Turpín
Board Member
________
Dña. Milagros Méndez Ureña
________
Ms. Milagros Méndez Ureña
Board Member
Consejera ____
_______
Dña. Cristina Álvarez Álvarez
Consejera
Mrs. Cristina Álvarez Álvarez
Board Member
_______
D. Francisco Javier Martínez-Piqueras
_______
Mr. Francisco Javier Martínez-Piqueras
Barceló
Board Member
Barceló
Consejero
Madrid, May 29th, 2024
Madrid, 29
de mayo
de 2024
Yo, Alfonso Benavides Grases, Secretario
no
consejero
del
Consejo
de
Administración, certifico la autenticidad de
las firmas que anteceden de las personas
cuyo nombre figura en la parte inferior de
la firma correspondiente, siendo todos
ellos
miembros
del
Consejo
de
Administración de Aedas Homes,
S.A.
Alfonso
Benavides
Grases,
Non-Board
Secretary of the Board of Directors, certify
the authenticity of the foregoing signatures
of the persons whose name appears in the
lower part of the corresponding signature,
all of whom are members of the Board of
Directors of Aedas Homes, S.A.
Madrid, 29 de mayo
de 2024
Madrid, May 29th, 2024
_________
D.
Alfonso Benavides Grases
Secretario del Consejo de Administración
_________
D. Alfonso Benavides Grases
Secretary of the Board of Directors

DILIGENCIA DE FIRMAS

Diligencia que levanta el Secretario no consejero del Consejo de Administración para hacer constar que los miembros del mencionado Consejo de Administración de la sociedad AEDAS HOMES, S.A. han procedido a suscribir las Cuentas Anuales Individuales, constitutivas del Balance de Situación, la Cuenta de Pérdidas y Ganancias, el Estado de Cambios en el Patrimonio Neto (estado de ingresos y gastos reconocidos y estado total de cambios en el patrimonio neto), el Estado de Flujos de Efectivo, la Memoria y el Informe de Gestión, correspondientes al ejercicio anual terminado el 31 de marzo de 2024, que han sido elaborados siguiendo el Formato Electrónico Único Europeo (FEUE), conforme a lo establecido en el Reglamento Delegado (UE) 2019/815, con número de identificación 56A4F24A32E306913096AE60EA6E6436F737 5F0F862FD0CC759987024C73E894 y han sido formulados por el Consejo de Administración de Aedas Homes, S.A. en sesión de 29 de mayo de 2024. A continuación, se firma de conformidad

SIGNATURE DILIGENCE

Diligence raised by the non-director Secretary of the Board of Directors to record that the members of the Board of Directors of the company AEDAS HOMES, S.A. have proceeded to subscribe the Financial Statements, constituent of the Balance Sheet, the Income Statement, the Statement of Changes in Equity, the Statement of Cashflows, the notes to the Financial statements and the Management Report for financial year ended in March 31st, 2023, have been prepared following European Single Electronic Format (ESEF), in accordance with the provisions of Delegated Regulation (EU) 2019/815, with identification number

56A4F24A32E306913096AE60EA6E6436F73 75F0F862FD0CC759987024C73E894, and have been prepared by the Board of Directors of Aedas Homes, SA in the meeting held on May 29th of 2024. Then, it is signed in accordance, by all the member of the Board of Directors, in compliance with article 253 of the Companies Act.

29 de mayo de 2024

Capital

29th of May 2024

Secretario no Consejero/ Non-director Secretary of the Board of Directors

por todos los Administradores, en cumplimiento del artículo 253 de la Ley de Sociedades de

Alfonso Benavides Grases

D./Mr. Santiago Fernández Valbuena Presidente / Chairman

___________________________

D. / Mr. David Martínez Montero Consejero Delegado/Chief Executive Officer

_________________________

D. / Mr. Eduardo D'Alessandro Cishek Consejero/Board Member

____________________________

D. / Mr. Javier Lapastora Turpin Consejero/Board Member

__________________________

Dña. / Ms. Milagros Méndez Ureña Consejera/ Board Member

_____________________________

Dña. Ms. Cristina Álvarez Álvarez Consejera/ Board Member

___________________________

D. / Mr. Francisco Javier Martinez-Piqueras Barceló Consejero/ Board Member

_____________________________________

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