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AEDAS Homes S.A.

Audit Report / Information May 26, 2022

1781_10-k-afs_2022-05-26_fa6e937b-d865-42ef-87ce-6c2a6939e4ed.pdf

Audit Report / Information

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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, 2022

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, 2022, 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, 2022 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.a 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, 2022, the Company recognized non-current equity investments amount to 203,219,624 euros and non-current and current loans to group companies amounting to 650,490,182 euros and 6,771,595 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:

  • X 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.
  • X 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.
  • X 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 2022 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 2022 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.a 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:

  • X 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.
  • X 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.
  • X Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • X 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.
  • X 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 2022 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 2022 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 25, 2022.

Term of engagement

The ordinary general shareholders' meeting held on June 23, 2020 appointed us as auditors for 3 years, commencing on March 31, 2021.

Previously, we were appointed as auditors by the shareholders for one year 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 25, 2022

Financial statements for the year ended March 31, 2022, and Management Report

(Free translation from the original in Spanish. In case of discrepancy, the Spanish-language version prevails).

BALANCE SHEETS AT MARCH 31, 2022 AND MARCH 31, 2021

(Euros)

ASSETS Note March 31, 2022 March 31, 2021 EQUITY AND LIABILITIES Note March 31, 2022 March 31, 2021
NON-CURRENT ASSETS: EQUITY:
Intangible assets 5 2,539,406 1,486,216 Capital 10 46,806,537 47,966,587
Software 2,294,917 1,454,753 Issued capital 46,806,537 47,966,587
Other intangible assets 244,489 31,463 Share premium 10 478,534,502 500,076,721
Property, plant and equipment 6 1,636,533 852,225 Reserves 10 (299,735,041) (307,095,363)
Land and buildings 588,883 329,382 (Own shares and equity holdings) 10 (55,868,955) (65,075,384)
Plant and other PP&E 500,519 500,669 Retained earnings (prior-year losses) 10 - 2,260,054
Construction work in progress and prepayments 547,131 22,174 Other owner contributions 10 740,071,256 740,071,256
Non-current investments in group companies and associates 853,709,806 1,055,110,861 Profit/(loss) for the year 3 109,368,115 67,251,490
Equity instruments 7 203,219,624 198,645,519 (Interim dividend) 10 (36,153,300) -
Loans to companies 8 & 16 650,490,182 856,465,342 Other equity instruments 10 6,617,788 4,406,966
Non-current financial investments 28,392 222,976 Total Equity 989,640,902 989,862,327
Other non-current financial assets 8 28,392 222,976
Deferred tax assets 13 1,656,614 1,658,332 NON-CURRENT LIABILITIES
Total non-current assets 859,570,751 1,059,330,610 Non-current payables - 88,433,238
CURRENT ASSETS: Bonds and other marketable securities - 32,354,834
Trade and other receivables 51,573,216 36,800,983 Debt with financial institutions - 56,078,404
Trade receivables 8 146 - Deferred tax liabilities 13,454 5,729
Trade receivables, group companies and associates 8 51,462,173 36,709,059 Total non-current liabilities 13,454 88,438,967
Sundry receivables 8 22,964 4,482 CURRENT LIABILITIES
Personnel 8 - 12,913 Current borrowings 12 37,717,051 96,621,224
Current tax assets 13 73,696 73,696 Bonds and other marketable securities 37,549,453 22,301,428
Other receivables from public authorities 13 14,237 833 Debt with financial institutions - 74,301,322
Current investments in group companies and associates 8 & 16 99,504,675 111,181,462 Other financial liabilities 167,598 18,474
Current loans to group companies and associates 6,771,595 7,070,713 Current borrowings from group and related companies
and associates
4,808,625 3,731,764
Other financial assets 92,733,080 104,110,749 Trade and other payables 41,430,246 36,975,137
Current financial assets 8 216,054 5,014,839 Suppliers 12 157,437 872
Prepayments and accrued income 123,943 174,971 Payable for services received 12 2,549,531 1,603,592
Cash and cash equivalents 9 62,621,639 3,126,554 Employee benefits payable 12 3,848,791 3,470,884
Cash 42,713,757 3,126,554 Current tax liabilities 13 15,915,737 19,237,337
Cash equivalents 19,907,882 - Other payables to public authorities 13 18,958,750 12,662,452
Total current assets 214,039,527 156,298,809 Total current liabilities 83,955,922 137,328,125
TOTAL ASSETS 1,073,610,278 1,215,629,419 TOTAL EQUITY AND LIABILITIES 1,073,610,278 1,215,629,419

The accompanying notes 1 to 20 are an integral part of the balance sheet at March 31, 2022.

INCOME STATEMENT FOR THE YEARS ENDED MARCH 31, 2022 AND MARCH 31, 2021

(Euros)

Note Year ended March 31,
2022
Year ended March 31,
2021
CONTINUING OPERATIONS
Revenue 14.a 160,072,531 114,103,322
Revenue from services rendered 63,472,531 58,103,322
Dividend received 96,600,000 56,000,000
Other operating income 37,548 -
Non-trading and other operating income 37,548 -
Employee benefits expense 14.c (26,281,426) (21,461,651)
Wages, salaries and similar (21,992,088) (17,890,841)
Employee benefits (4,289,338) (3,570,810)
Other operating expenses (13,811,252) (8,420,285)
External services 14.b (13,727,001) (8,362,930)
Taxes other than income tax (45,705) (19,283)
Losses, impairments and variation of provisions of
commercial operations
- (11,817)
Other operating expenses (38,546) (26,255)
Depreciation and amortization 5 & 6 (1,153,230) (927,015)
Impairment and gain or loss on disposal of fixed assets 35,900 -
Gains (losses) on disposal and other 35,900 -
OPERATING PROFIT/(LOSS) 118,900,071 83,294,371
Finance income 890 -
Marketable securities and other financial instruments, third
parties
890 -
Finance costs 14.d (3,573,390) (11,434,443)
Group companies and associates 16 (25,475) -
Third-party borrowings (3,547,915) (11,434,443)
Change in fair value of financial instruments 12.4 (19,835) 399,685
Held-for-trading portfolio and other securities (19,835) 399,685
Exchange gains/(losses) (1,444) (3,648)
Impairment and gains/(losses) on disposal of financial
instruments
7 (140,839) -
Impairment and losses (140,839) -
NET FINANCE INCOME/(COST) (3,734,618) (11,038,406)
PROFIT/(LOSS) BEFORE TAX 115,165,453 72,255,965
Income tax 13 (5,797,338) (5,004,475)
PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING
OPERATIONS
109,368,115 67,251,490
DISCONTINUED OPERATIONS
Profit/(loss) after tax for the period from discontinued
operations
- -
PROFIT/(LOSS) FOR THE YEAR 109,368,115 67,251,490

Accompanying notes 1 to 20 are an integral part of the income statement for the year ended March 31, 2022.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED MARCH 31, 2022 AND MARCH 31, 2021

A) STATEMENT OF RECOGNISED INCOME AND EXPENSE

(Euros)

Note Year ended March
31, 2022
Year ended March 31,
2021
PROFIT/(LOSS) FOR THE PERIOD (I) 3 109,368,115 67,251,490
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) 109,368,115 67,251,490

The accompanying notes 1 to 20 are an integral part of the statement of changes in equity for the year ended March 31, 2022.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED MARCH 31, 2022 AND MARCH 31, 2021

B) STATEMENT OF TOTAL CHANGES IN EQUITY

(Euros)

Issued capital
(Note 10.a)
Share premium
(Note 10.b)
Reserves
(Notes 10.c, 10.d &
10.e)
(Own shares and
equity holdings)
(Note 10.f)
Retained earnings
(prior-period
losses)
Shareholder/owner
contributions
(Note 10.g)
Profit/(loss) for
the year
(Interim dividend)
(Note 10.h)
Other equity
instruments
(Note 10.i)
TOTAL
OPENING BALANCE AT APRIL 1, 2020 47,966,587 500,076,721 (307,929,669) (36,940,235) (1,320,954) 740,071,256 4,516,890 - 2,535,360 948,975,956
Total recognised income and expense - - - - - - 67,251,490 - - 67,251,490
Distribution of prior-period profit - - 935,882 - 3,581,008 - (4,516,890) - - -
Transactions with shareholders - - (101,577) (28,135,149) - - - - - (28,236,726)
Transactions with own shares and equity
holdings (net)
- - (101,577) (28,135,149) - - - - - (28,236,726)
Other changes in equity - - 1 - - - - - 1,871,606 1,871,607
CLOSING BALANCE AT MARCH 31, 2021 47,966,587 500,076,721 (307,095,363) (65,075,384) 2,260,054 740,071,256 67,251,490 - 4,406,966 989,862,327
Total recognised income and expense - - - - - - 109,368,115 - - 109,368,115
Distribution of prior-period profit - - 7,339,273 - (2,260,054) - (67,251,490) - - (62,172,271)
Transactions with shareholders (1,160,050) (21,542,219) (72,087) 9,206,429 - - - (36,153,300) - (49,721,227)
Capital reductions (1,160,050) (21,542,219) (895) 22,702,269 - - - - - (895)
Transactions with own shares and equity
holdings (net)
- - (71,192) (13,495,840) - - - - - (13,567,032)
Distribution of dividends - - - - - (36,153,300) - (36,153,300)
Other changes in equity - - 93,136 - - - - - 2,210,822 2,303,958
CLOSING BALANCE AT MARCH 31, 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

The accompanying notes 1 to 20 are an integral part of the statement of changes in equity for the year ended March 31, 2022.

CASH FLOW STATEMENT FOR THE YEARS ENDED MARCH 31, 2022 AND MARCH 31, 2021

(Euros)

Note Year ended March 31,
2022
Year ended March 31,
2021
1. CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) before tax
Adjustments to profit/(loss):
Depreciation and amortization charges
Valuation allowances for impairment losses
Change in provisions
5 & 6 115,165,453
(111,832,913)
1,153,230
140,839
3,376,980
72,255,965
(69,776,833)
927,015
-
1,871,605
Finance income
Finance costs
Change in fair value of financial instruments
Other cash flows from operating activities
Dividends received
Interest received
14.a
14.d
(120,097,187)
3,573,390
19,835
128,490,303
102,000,000
27,256,362
(83,610,211)
11,434,443
(399,685)
12,470,608
-
21,455,362
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
(766,059)
(63,975,508)
(52,145,305)
(12,264,924)
446,442
(11,721)
(8,984,754)
(486,509)
(6,712,051)
5,944,994
342,962
(62,414)
Net cash used in operating activities (1) 67,847,335 14,463,231
2. CASH FLOWS FROM INVESTING ACTIVITIES
Payments for investments
Group companies and associates
Intangible assets
Property, plant and equipment
Proceeds from sale of investments
Group companies and associates
Intangible assets
Property, plant and equipment
Other financial assets
5
6
5
6
(109,292,816)
(106,302,088)
(1,925,203)
(1,065,525)
309,087,232
304,107,067
-
-
4,980,165
(139,990,763)
(138,890,717)
(882,449)
(217,597)
161,159,504
161,133,191
18,208
8,105
-
Net cash from/(used in) investing activities (2) 199,794,416 21,168,741
3. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from and payments for equity instruments
Acquisition of own equity instruments
Proceeds from and repayment of financial liabilities
Issue of bonds and other marketable securities
Issue of debt from banks
Issue of debt with related parties
Repayment of bonds and other marketable securities
Repayment of debt with financial institutions
Repayment of debt with group companies and associates
Dividends and interest on other equity instruments paid
Dividends
Net cash from financing activities (3)
4. Effect of changes in exchange rates on cash and cash
equivalents (4)
(14,161,062)
(14,161,062)
(95,660,033)
35,078,975
-
54,922,363
(53,700,000)
(131,466,371)
(495,000)
(98,325,571)
(98,325,571)
(208,146,666)
-
(24,265,619)
(24,265,619)
(19,151,299)
58,810,883
38,030,369
10,689,601
(67,400,000)
(59,282,152)
-
-
-
(43,416,918)
-
5. NET INCREASE IN CASH AND CASH EQUIVALENTS
(1+2+3+4)
59,495,085 (7,784,946)
Cash and cash equivalents - opening balance 3,126,554 10,911,500
Cash and cash equivalents - ending balance 62,621,639 3,126,554

The accompanying notes 1 to 20 are an integral part of the statements of cash flows for the year ended March 31, 2022.

Aedas Homes, S.A.

Notes to the financial statements for the year ended March 31, 2022

1. Core business

Aedas Homes, S.A. (hereinafter, the Company) was incorporated as an open-ended sole-shareholder company on June 9, 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 42, postal code 28046.

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 July 5, 2016.

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

On September 12, 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 object, pursuant to article 2 of its bylaws, is the following:

  • a) The acquisition, development and refurbishment of all manner of properties, whether for holding, use, disposal or lease.
  • b) The acquisition, holding, usage, sale and administration of marketable Spanish or international securities and of any titles or rights, such as the shares of limited-liability companies, that give it an equity interest in other companies, all of which as principal and not agent.

The above-mentioned activities may be performed by the Company either directly or indirectly, as well as through ownership interests in other companies with an identical or similar corporate purpose. The Company's corporate object specifically excludes those activities reserved by law to certain types of companies and those requiring a permit or license the Company does not have.

At March 31, 2022 and March 31, 2021, the Company is the parent of a group of companies (the Group). A list of the Company's subsidiaries is provided in Appendix I of these 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 May 25, 2022.

On March 30, 2020, the Shareholders' Meeting of the Company, at the proposal of the Board of Directors, agreed to change the Company's fiscal year to the twelve-month period from April 1 to March 31 the following year, except for the first fiscal year, which would run from January 1, 2020 until March 31, 2020. Therefore, these financial statements relate to the twelve-month period from April 1, 2021 to March 31, 2022.

2. Basis of presentation of the financial statements

a) Financial reporting framework applicable to the Company

The accompanying financial statements for the year ended March 31, 2022 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 means of Royal Decree 1514/2007), modified by the Royal Decree 1159/2010, of September 17, by the Royal Decree 602/2016 of December 2, and by the Royal Decree 1/2021, of January 12, and specifically, the accounting standards adapting the Plan for the real estate sector and its companies (published via Ministerial Order on December 28, 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, July 2nd), specific provisions or the General Accounting Plan itself.
  • The binding rules issued by the ICAC (acronym of the Spanish of Institute of Accountants and Auditors) enacting the General Accounting Plan and complementary rules and regulations.
  • Other applicable Spanish accounting regulations.

b) True and fair view

The accompanying financial statements were prepared by the Company's Directors in accordance with current 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 provide an accurate picture of the origin and usage of the Company's monetary assets such as cash and cash equivalents.

c) Functional and presentation currency

The accompanying financial statements for the year ended March 31, 2022 are presented in euros, which is the Company's functional and presentation currency.

d) Non-mandatory accounting policies applied

The Company has not applied any non-mandatory accounting policies. Further, the Company's directors have drawn up the accompanying financial statements for year ended March 31, 2022 in accordance with all mandatory accounting principles and rules which have a material impact thereon. All mandatory accounting policies were applied.

e) Critical issues concerning the measurement and estimation of uncertainty

In preparing the accompanying financial statements, the Company's management used estimates to measure certain of the assets, liabilities, income and expenses recognised and to provide the breakdown of contingent liabilities. These estimates were made on the basis of the best available information at year-end. However, the uncertainty inherent in these estimates means that future events could oblige the directors to modify these estimates in the next financial year, prospectively if warranted. These estimates basically 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 the Company's financial investments in Group companies

Measurement of investments in Group companies requires estimations to determine their recoverable value to assess whether they are impaired. 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. The Group assessed the realizable value of its inventories at the reporting date, understanding said value to be their estimated selling price less all of the estimated costs necessary to complete their construction. The market value was determined on the basis of the valuation carried out by independent appraisers. Savills Aguirre Newman Valoraciones y Tasaciones, S.A. appraised the value of the real estate assets in the Group's asset portfolio as at March 31, 2022, and without taking supplier prepayments into consideration. 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) (see Note 7).

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unused tax loss carryforwards and unused tax credits for which it is probable that future taxable profit of the Company and the tax group will be available against which these assets may be utilised. The directors have to make significant estimates to determine the amount of deferred tax assets that can be recognised, taking into consideration the amounts and dates on which future taxable profits will be obtained and the reversion period of taxable temporary differences.

f) Comparative information

As required under Spanish company law, to facilitate the reader's comparative analysis, the Group discloses, in addition to the figures for March 31, 2022, those corresponding to March 31, 2021 for each of the items presented in the balance sheet and those corresponding to the year ended March 31, 2022 and the year ended March 31, 2021 for each of the items presented in the income statement, statement of changes in equity and statement of cash flows. The items for both financial years are comparable and homogeneous, except as indicated in Note 2 h) below.

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

g) Aggregation

Certain of the items presented on the balance sheet, income statement, 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 accompanying notes.

h) Changes in accounting criteria

As from January 1, 2021, the new classification and valuation criteria for financial instruments laid down in Royal Decree 1/2021, which are set out in Note 4.5, will apply and represent a change from those applied in previous years.

In accordance with the rules contained in section 6 of the second transitional provision, the Company has decided to apply the new criteria prospectively, considering the facts and circumstances existing at April 1, 2021, the date of initial application, for the purposes of classifying financial assets.

Applying the new categories and valuation criteria has had no impact on the equity compared with the carrying amount established under the previous regulations. Consequently, no reconciliation has been included in these financial statements at April 1, 2021 between the initial value category in which the carrying amount was determined in accordance with the previous standards and the new valuation category with the carrying amount determined in accordance with the new criteria.

The classification of the Company's financial assets for the purposes of valuation has not changed from that included in the financial statements for the year ended March 31, 2021, with the exception of "Loans and receivables", which have been reclassified as "Financial assets at amortised cost", and "Investments in the equity of group companies, jointly-controlled entities and associates", which have been reclassified as "Financial assets at cost", without affecting the valuation according to the criteria previously applied.

The classification of the Company's financial liabilities for valuation purposes has not changed from that included in the financial statements for the year ended March 31, 2021, except for "Debts and payables",

which have been reclassified as "Liabilities at amortised cost" without affecting the valuation criteria previously applied.

No impact on the Company's financial position or results has been detected as a result of the application of the amendments to the National Chart of Accounts relating to the recognition of income from sales and services included in Royal Decree 1/2021.

i) Fair value

This is the price that would be received on selling an asset or paid to transfer or settle a liability in an orderly transaction between market participants at the date of valuation. Fair value is determined without deducting any transaction costs that might be incurred in connection with disposal in any other way. Under no circumstances shall fair value result from a compulsory or emergency transaction or from a situation of involuntary liquidation.

In general, fair value is calculated by reference to a reliable market value. For those items for which there is no active market, fair value shall be obtained, where appropriate, by applying valuation models and techniques.

In this way, a hierarchy of the variables used to determine fair value is established that allows the estimates to be classified in three levels:

  • a) Level 1: estimates using unadjusted quoted prices in active markets for identical assets or liabilities that are available to the Company at the valuation date.
  • b) Level 2: estimates using quoted prices in active markets for similar instruments or other valuation methodologies in which all significant variables are based on directly or indirectly observable market data.
  • c) Level 3: estimates where some significant variable is not based on observable market data.

An estimate of fair value is classified in the same level of the fair value hierarchy as the lowest level input that is significant to the outcome of the measurement. For these purposes, a significant input is one that has a decisive influence on the outcome of the estimate. The assessment of the significance of a particular input to the estimate takes into account the specific terms and conditions of the asset or liability being measured.

3. Distribution of profit (loss)

At a meeting held on May 25, 2022, the directors proposed the following distribution of the result for the year ended March 31, 2022, a proposal expected to be ratified by the General Shareholders' Meeting:

Distribution Base:

Balance of the profit and loss account (Profit): 109,368,115 euros.

Allocation:

TO DIVIDEND: an amount, the aggregate gross amount which shall be equal to the sum of the following amounts:

  • i. 36,153,300 euros ("Interim Dividend") corresponding to an interim dividend out of the profit for the year ended March 31, 2022 equivalent to 0.82 euros per share for the number of shares that were not direct treasury shares on the corresponding date, as approved by the Board of Directors at the meeting held on March 23, 2022 in accordance with the accounting statement prepared and in accordance with the legal requirements, which evidenced the existence of sufficient liquidity for the distribution of such interim dividend out of the profit for the year ended March 31, 2022. The dividend was paid on March 31, 2022.
  • ii. The amount resulting from multiplying 1.34 euros per share by the number of shares that are not direct treasury shares on the date specified, on which the registered holders entitled to the dividend ("Complementary Dividend") are to receive this. The aforementioned dividend will be paid to shareholders as of July 8, 2022.

The Complementary Dividend will be paid in cash in the amount per shares and on the date indicated above, through the entities that are members of the Spanish Central Register of Securities Depositary, in charge of the Register of Securities, and the Clearing and Settlement of all trades (Iberclear) where they have their shares deposited.

The Board of Directors is expressly empowered to delegate its powers to the director(s) it deems fit so that they may perform all the actions required to carry out the distribution and, in particular, without limitation, so that they may set the date on which the aforementioned dividend will be paid to the shareholders and designate the entity that is to act as payment agent.

TO UNALLOCATED INCOME: Amount to be determined by subtracting the amount allocated to Dividend from the Distribution Base.

Total allocated: 109,368,115 euros.

This proposal for the appropriation of the profit made by the Board of Directors for approval by the General Shareholders' Meeting includes the payment of a Complementary Dividend of 1.34 euros by the number of shares that are not direct treasury shares on the date on which the registered shareholders entitled to receive the dividend. In this regard, in the event that at the time of distribution of the proposed Complementary Dividend the same number of treasury shares of the Parent is maintained as at March 31, 2022 (2,720,335 shares), the maximum Dividend to be distributed (Interim Dividend and Complementary Dividend) would be 95,228,811 euros, leaving an unallocated income of 14,139,304 euros.

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 current 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 fair value on the date of acquisition.

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

Intangible assets are amortised on a straight-line basis over their estimated useful lives and residual values. Amortization 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

'Software' includes the costs incurred by the Company to acquire software from third parties. These expenses are amortised on a straight-line basis over the useful life of the asset (five years).

Expenses for repairs that do not extend the useful life of the assets, as well as maintenance expenses, are taken to the income statement 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, they are carried at cost less accumulated depreciation and any impairment losses.

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

Once available for 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 income statement 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
Straight-line depreciation charge:
Buildings 14%
Other plant 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 fair value less costs to sell or value in use, whichever is higher. 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 the income statement. 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.

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 the income statement 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: financial assets, including those admitted to trading on an organised market, for which the Company holds the investment for the purpose of receiving cash flows by performing the contract, and the contractual terms of the asset give rise, at specified dates, to cash flows consisting solely of principal and interest collected on the outstanding principal.

In general, this category includes:

  • i) Trade receivables: arising from the sale of goods or the provision of services in connection with trade transactions with deferred collection, and
  • ii) Receivables from non-trade operations: these derive from loans or credits granted by the Company, the proceeds of which are determined or determinable.
  • b) Financial assets at cost: the following investments, if any, are included in this category: a) equity instruments of Group companies, jointly controlled entities and associates; b) equity instruments whose fair value cannot be reliably determined, and derivatives that have these investments as their underlying; c) hybrid financial assets whose fair value cannot be reliably estimated, unless the requirements for recognition at amortised cost are met; d) contributions made in joint ventures and similar contracts; e) participation loans with contingent interest; f) financial assets that should be classified in the following category but whose fair value cannot be reliably estimated.

Group companies are considered to be those over which the Company exercises control, and associates are those over which the Company exercises significant influence. In addition, jointlycontrolled entities include, where applicable, companies over which, by virtue of an agreement, joint control is exercised with one or more other shareholders.

Financial assets are generally recognised initially at the fair value of the consideration given plus directly attributable transaction costs. However, transaction costs directly attributable to assets carried at fair value through profit or loss are recognised in the income statement for the year.

Likewise, in the case of investments in the equity of Group companies that result in controlling the subsidiary, the fees paid to legal advisors or other professionals related to the acquisition of the investment are charged directly to the income statement.

Financial assets at amortised cost are recognised at amortised cost by applying the effective interest rate method to the profit and loss account.

Investments in Group companies, associates and jointly controlled entities are measured at cost less any accumulated impairment losses. These corrections are calculated as the difference between the carrying amount and the recoverable amount, understood as either fair value less costs of sale or the present value of future cash flows from the investment, whichever is higher. Unless there is better evidence of the recoverable amount of investments in equity instruments, the equity of the investee is taken into account, adjusted by any unrealised gains existing at the valuation date, net of the tax effect (Note 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. 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 Institute 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 for the year ended March 31, 2022 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 year-end. 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 on the income statement.

With regard to valuation adjustments relating to financial assets at amortised cost, the criterion used by the Company to calculate the corresponding valuation adjustments, if any, is based on a specific analysis for each debtor on the basis of the debtor's solvency. At the close of the financial year, there were no debtor balances with a risk of default that had not been impaired.

The Company derecognises a financial asset, or a part of a financial asset, when the contractual rights to the cash flows from the financial asset expire or have been transferred, provided that substantially all the risks and rewards of ownership have been transferred. The transfer of risks and rewards are assessed by comparing the company's exposure, before and after the transfer, with the variability in the amounts and timing of the net cash flows of the transferred asset. The company transfer 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.

The gain or loss on derecognition of the financial asset is determined as the difference between the consideration received net of attributable transaction costs, including any new asset obtained less any liability assumed, and the carrying amount of the financial asset. The gain or loss is recognised in profit or loss for the reporting period in which it arises.

Financial liabilities

Financial liabilities assumed or incurred by the Company are classified into the following valuation categories:

  • Financial liabilities at amortised cost: these are the Company's debts and payables arising from the purchase of goods and services in the ordinary course of the Company's business, or those arising from loans or credit facilities received by the Company that do not have a commercial origin and are not derivative instruments. These liabilities are initially measured at the fair value of the consideration received, adjusted for directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.

Assets and liabilities are shown separately on the balance sheet and are only shown at their net amount when the company has the enforceable right to offset the amounts recognised and, in addition, intends to settle the amounts on a net basis or to realise the asset and settle the liability simultaneously.

In accordance with the applicable accounting principles, in addition to those obligations maturing or expiring in the short term, obligations related to the normal operating cycle that the company expects to settle during the course thereof, irrespective of their due date, are recorded as current liabilities, "normal operating cycle" being understood to be the period between the acquisition of the assets to be incorporated into the business and their realisation in cash or cash equivalents. In the specific case of the Company's business, it is therefore understood that all liabilities relating to the acquisition or financing of inventories are recorded as current liabilities.

The Company derecognizes its financial liabilities when the related obligation is discharged or 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 their fair value at the time they are granted 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 their fair value and changes in said fair value are taken to the income statement.

Own shares

Own shares acquired by the Company during the year are recognised at the amount of the 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 recognizes 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 short-form 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 its 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, the 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 and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

The financial statements recognize 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 taxes 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 in the statement of financial position and its tax base, and the carryforward 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 affect 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 legally-stipulated time limit 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, management reassesses the deferred tax assets recognised and their carrying amount is reduced if there are any doubts about their recoverability. Similarly, at the end of each reporting period, management reassesses unrecognised deferred tax assets, recognising a previously unrecognised deferred tax asset to the extent that it has become probable that taxable profit will be available against which the asset can be utilised.

At December 27, 2017, the Board of Directors resolved to opt for the consolidated tax regime (provided for in article 55 et seq. of the Spanish Corporate Income Tax - Law 27/2014) in 2018 and thereafter, Aedas Homes, S.A. being the parent of the tax group.

4.9 Distinction between current and non-current

The following assets are classified as current assets: assets associated with the normal operating cycle (which is generally considered one year); other assets that are expected to mature, be sold or realised within twelve 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

Revenues and expenses are recorded when the actual flow of goods or services they represent occurs, irrespective of when the resulting monetary or financial flow arises.

Revenue from the sale of goods and the rendering of services is measured at the monetary amount received or, where appropriate, at the fair value of the consideration received or expected to be received, which, unless there is evidence to the contrary, is the agreed price less any discounts, taxes and interest included in the face value of the receivables. The best estimate of the variable consideration will be included in the valuation of the revenues when its reversal is not considered highly probable.

Revenue recognised over time for goods or services for which control is not transferred at a point in time is measured by reference to the stage of completion at the balance sheet date, provided that reliable information is available to measure the stage of completion. If it is not, revenue is recognised only to the extent of costs incurred that are reasonably expected to be recovered in the future.

The Company provides administrative management and promotional services to the group, recognising income according to the stage of completion of the service provision.

Revenue from commitments that are performed at a given point in time is recognised at that date, with the costs incurred up to that point in the production of the goods or services being recorded as inventories.

Income from interest 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 income statement.

4.11 Foreign currency transactions

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 balance sheet date. Any resulting gains or losses are recognised directly in profit or loss in the year incurred.

The Company did not transact in foreign currency during the year ended March 31, 2022; nor did it have any resulting foreign currency balances at the reporting date (nor in the prior period), that are significant.

4.12 Business combinations

The Group companies must 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 acquirer recognize, 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, provided that it is deemed probable that such contingent consideration will become payable.

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 recognized 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 (refer to Note 17) is recognised on an accrual basis such that the Company recognizes 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 minimize the Company's environmental impact and to improve its environmental record and include assets designed to reduce or eliminate future contamination.

Given the activities 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 March 31, 2022, 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 of 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 companies 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 September 15, 2004) and CNMV Circular 1/2005 (of April 1, 2005).

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

4.16 Classification of certain items of income in holding companies

In preparing the accompanying income statement, 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 Institute of Accountants and Auditors (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, interpretation included in the Resolution of February 10, 2021 of said Institute, which establishes rules for the recognition of revenue from the delivery of goods and services in the recording, valuation and preparation of financial statements.

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 or loss.

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

4.17 Redundancy payments

Under prevailing company law, the Company is obliged to pay severance to employees who are discontinued under certain circumstances. Redundancy payments 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 payments

The Company recognizes, on the one hand, the goods and services received either as an asset or expense, depending on their nature, at the time they are received and, on the other, 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.

In the case of equity-settled share-based transactions, both the services provided to the Group companies 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 March 31, 2022 is as follows:

Euros
Year ended March 31, 2022 Software Advances for
intangible assets
Total
Cost:
Balance at April 1, 2021 2,651,480 31,463 2,682,943
Additions 1,161,379 786,864 1,948,243
Derecognitions (11,520) (11,520) (23,040)
Reclassifications 562,318 (562,318) -
Balance at March 31, 2022 4,363,657 244,489 4,608,146
Accumulated amortization:
Balance at April 1, 2021 (1,196,727) - (1,196,727)
Charges (872,013) - (872,013)
Derecognitions - - -
Balance at March 31, 2022 (2,068,740) - (2,068,740)
Carrying amount at March 31, 2022 2,294,917 244,489 2,539,406

The reconciliation of the carrying amount of intangible assets at the beginning and end of the year ended March 31, 2021 is shown below:

Euros
Year ended March 31, 2021 Software Advances for
intangible assets
Total
Cost:
Balance at April 1, 2020 1,760,518 74,476 1,834,994
Additions 298,409 584,040 882,449
Derecognitions (34,500) - (34,500)
Reclassifications 627,053 (627,053) -
Balance at March 31, 2021 2,651,480 31,463 2,682,943
Accumulated amortization:
Balance at April 1, 2020 (590,380) - (590,380)
Charges (622,638) - (622,638)
Derecognitions 16,291 - 16,291
Balance at March 31, 2021 (1,196,727) - (1,196,727)
Carrying amount at March 31, 2021 1,454,753 31,463 1,486,216

The main additions recognised in the years ended March 31, 2022 and March 31, 2021 are related to the outsourced development of computer applications in order to accelerate and increase the efficiency and improvement of administrative and business processes. The amounts stated under "Advances for intangible assets" correspond to investments in the development of applications currently being carried out.

No items of intangible assets had been pledged as collateral at either March 31, 2022 or March 31, 2021.

As of March 31, 2022 there are fully amortised intangible assets and still in use for a total amount of 620,897 euros (352,478 euros as of March 31, 2021).

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 March 31, 2022 is as follows:

Euros
Year ended March 31, 2022 Buildings Other
plant
Furniture &
fittings
Computer
equipment
Other items
of PP&E
Prepayments
for PP&E
Total
Cost:
Balance at April 1, 2021 613,315 72,627 333,564 632,534 107,336 22,174 1,781,550
Additions 176,713 4,316 77,047 84,371 - 723,078 1,065,525
Derecognitions - - - - - - -
Reclassifications 193,847 - 4,274 (2,381) 2,381 (198,121) -
Balance at March 31, 2022 983,875 76,943 414,885 714,524 109,717 547,131 2,847,075
Accumulated depreciation:
Balance at April 1, 2021 (283,933) (41,882) (101,068) (450,708) (51,734) - (929,325)
Charges (111,059) (12,526) (36,001) (100,910) (20,721) - (281,217)
Derecognitions -
Balance at March 31, 2022 (394,992) (54,408) (137,069) (551,618) (72,455) - (1,210,542)
Carrying amount at March 31, 2022 588,883 22,535 277,816 162,906 37,262 547,131 1,636,533

The reconciliation of the carrying amount of property, plant and equipment at the beginning and end of the year ended March 31, 2021 is shown below:

Euros
Other Furniture & Computer Other items Prepayments
Year ended March 31, 2021 Buildings plant fittings equipment of PP&E for PP&E Total
Cost:
Balance at April 1, 2020 562,505 63,717 288,779 580,377 80,266 322 1,575,966
Additions 50,810 8,910 10,951 63,063 27,070 56,793 217,597
Derecognitions - - - (12,013) - - (12,013)
Reclassifications - - 33,834 1,107 - (34,941) -
Balance at March 31, 2021 613,315 72,627 333,564 632,534 107,336 22,174 1,781,550
Accumulated depreciation:
Balance at April 1, 2020 (180,778) (28,561) (69,598) (315,998) (33,921) - (628,856)
Charges (103,155) (13,321) (31,470) (138,618) (17,813) - (304,377)
Derecognitions - - - 3,908 - - 3,908
Balance at March 31, 2021 (283,933) (41,882) (101,068) (450,708) (51,734) - (929,325)
Carrying amount at March 31, 2021 329,382 30,745 232,496 181,826 55,602 22,174 852,225

The main additions recognised in the years ended March 31, 2022 and March 31, 2021 relate to the purchase of computer equipment and capital expenditure on the new office facilities.

It is the company policy to take out all the insurance policies deemed necessary to cover the risks to which its property, plant and equipment is exposed.

As of March 31, 2022, there are property, plant and equipment elements fully depreciated and still in use for a total amount of 504,622 euros (185,548 euros as of March 31, 2021).

Operating leases

The future minimum payments under the Company's non-cancellable operating lease, of offices and vehicles, at the end of each period break down as follows:

Euros
March 31, 2022 March 31, 2021
Within one year 637,607 1,426,738
Between one and five years 927,159 1,046,019
More than five years 13,801 -
1,578,567 2,472,757

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
March 31, 2022 March 31, 2021
Equity interest in AEDAS HOMES OPCO, S.L.U. 198,645,519 198,645,519
Equity interest in AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. (formerly
known as ESPEBE 11, S.L.U.)
4,574,105 -
Equity interest in LIVE VIRTUAL TOURS. S.L.U 140,839 -
Impairment of equity interest in LIVE VIRTUAL TOURS. S.L.U (140,839) -
203,219,624 198,645,519

During the year ended March 31, 2022 there have been the following movements under this heading:

  • On November 17, 2021, AEDAS HOMES OPCO, S.L.U. transferred 100% ownership interest in AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U (formerly known as ESPEBE 11, S.L.) to the Company, for a purchase price of 383,429 euros. The later will hereinafter be the entity that provides real estate management services within the AEDAS HOMES Group.
  • On December 15, 2021, the Company acquired 100% ownership interest in VIRTUAL TOURS, S.L.U. from AEDAS HOMES OPCO, S.L.U., for a purchase price of 140,839 euros.

During the year ended March 31, 2021 there were no movements.

The most significant information regarding the Company's subsidiaries, jointly-controlled entities and associates at March 31, 2022 and March 31, 2021 is as follows:

March 31, 2022

Euros
Figures for subsidiary as per its separate statements Carrying amount
Name Ownership
interest, %
Share
capital
Share
premium
and
reserves
Profit/(loss) for
the period from
continuing
operations
Prior
periods'
losses
Shareholder
contributions
Interim
dividend
Equity Cost Impairment Net carrying
amount
AEDAS HOMES
OPCO, S.L.U.
100% 44,807,030 81,178,499 85,836,749 - 61,533,015 (80,600,000) 192,755,293 198,645,519 - 198,645,519
AEDAS HOMES
SERVICIOS
INMOBILIARIOS,
S.L.U. (formerly
known as
ESPEBE 11,
S.L.U.)
100% 3,000 426,445 2,329,322 (101,524) 4,190,676 - 6,847,919 4,574,105 - 4,574,105
LIVE
VIRTUAL
TOURS. S.L.U.
100% 3,000 259 (86,827) (76,347) 137,839 - (22,076) 140,839 (140,839) -
203,360,463 (140,839) 203,219,624

March 31, 2021

Euros
Figures for subsidiary as per its separate statements Carrying amount
Name Ownership
interest, %
Share
capital
Share
premium
and
reserves
Profit/(loss) for
the period from
continuing
operations
Prior
periods'
losses
Shareholder
contributions
Interim
dividend
Equity Cost Impairment Net carrying
amount
AEDAS HOMES
OPCO, S.L.U.
(formerly known
as SPV REOCO
1, S.L.U.)
100% 44,807,030 81,618,297 76,361,890 (4,801,688) 61,533,015 (56,000,000) 203,518,544 198,645,519 - 198.645.519
198,645,519 - 198,645,519

The data pertaining to these companies equity position was taken from their annual accounts, which in the case of AEDAS HOMES OPCO, S.L.U. are audited (by ERNST & YOUNG, S.L.). These financial statements are issued in accordance with local regulations. The Company carries out various transactions with its subsidiaries and associates, as itemised in this Note and in Note 16.

The corporate object of the Company's subsidiaries is shown in Appendix I.

These companies were not publicly listed at March 31, 2022 and March 31, 2021.

In light of the property appraisals performed by third parties and the Company's internal valuations, the existence of unrealised capital gains suggests that the investment in the company AEDAS HOMES OPCO, S.L.U. was not impaired at March 31, 2022. Specifically, the valuation of the inventories carried out by Savills Aguirre Newman Valoraciones y Tasaciones, S.A. as at March 31, 2022, and without taking supplier prepayments into consideration, reflects a Gross Asset Value amounting to 2,075 million euros, which implies a capital gain of 551 million euros at March 31, 2022 (at the end of the previous year, the valuation of inventories as at February 28, 2021 without taking supplier prepayments into consideration, adjusted by the purchases and sales of inventories made during March 2021 and the variation of work in progress in March 2021, reflected a Gross Asset Value amounting to 1,907 million euros, implying a capital gain of 512 million euros).

On February 24, 2022 the Board of Directors of the subsidiary AEDAS HOMES OPCO, S.L.U., adopted a resolution to distribute to its Sole Shareholder (the Company) an interim dividend for an amount of 46,000,000 euros on the profits obtained by the subsidiary in the year ended March 31, 2022. Additionally, by agreement of the Sole Shareholder of said subsidiary (the Company), dated March 29, 2022, it approves the distribution of an additional interim dividend for an amount of 34,600,000 euros on the profits obtained by the subsidiary in the year ended March 31, 2022, as well as a dividend with a charge to unrestricted reserves (share premium) of said subsidiary, for an amount of 16,000,000 euros.

On March 31, 2021, the Board of Directors of the subsidiary AEDAS HOMES OPCO, S.L.U., adopted a resolution to distribute to its Sole Shareholder (the Company) an interim dividend of 56,000,000 euros on the profits obtained by the subsidiary in the year ended March 31, 2021 (Notes 8 and 16).

These financial statements for the year ended March 31, 2022 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 summarizes those statements:

Euros
Aedas Homes, Group
S.A. IFRS-EU
Non-current assets 859,570,751 44,793,569
Current assets 214,039,527 1,853,914,351
Total assets 1,073,610,278 1,898,707,920
Capital, reserves, owner contributions and other equity
instruments 880,272,787 882,796,855
Profit/(loss) 109,368,115 93,125,034
Equity attributable to equity holders of the parent 989,640,902 975,921,889
Non-controlling interests - 411,296
Total equity 989,640,902 976,333,185
Non-current liabilities 13,454 318,872,725
Current liabilities 83,955,922 603,502,010
Total equity and liabilities 1,073,610,278 1,898,707,920

Year ended March 31, 2022

Year ended March 31, 2021

Euros
Aedas Homes, Group
S.A. IFRS-EU
Non-current assets 1,059,330,610 32,754,135
Current assets 156,298,809 1,654,232,004
Total assets 1,215,629,419 1,686,986,139
Capital, reserves, owner contributions and other equity
instruments 922,610,837 907,312,235
Profit/(loss) 67,251,490 85,104,149
Equity attributable to equity holders of the parent 989,862,327 992,416,384
Non-controlling interests - 1,889,489
Total equity 989,862,327 994,305,873
Non-current liabilities 88,438,967 89,511,657
Current liabilities 137,328,125 603,168,609
Total equity and liabilities 1,215,629,419 1,686,986,139

8. Financial assets

The breakdown of financial assets at year-end, excluding investments in group companies, jointly controlled entities and associates, which are discussed in Note 7, is as follows:

Euros
March 31, 2022 March 31, 2021
Non-current financial assets (at amortised cost)
Loans to group companies and associates (Note 16) 650,490,182 856,465,342
Non-current financial investments 28,392 222,976
Total non-current financial assets 650,518,574 856,688,318
Current financial assets (at amortised cost)
Trade receivables 146 -
Trade receivables, group companies and associates (Note 16) 51,462,173 36,709,059
Sundry receivables 22,964 4,482
Personnel - 12,913
Current loans to group companies and associates (Note 16) 6,771,595 7,070,713
Other financial assets, group companies and associates (Note 16) 92,733,080 104,110,749
Current financial assets 216,054 5,014,839
Total current financial assets 151,206,012 152,922,755

"Current financial assets" on the accompanying balance sheet mainly corresponded at March 31, 2021 to the fixedterm deposits that had been pledged to secure sureties and surety insurance extended to house buyers, for a total amount of 5,000,000 euros, which have been cancelled during the year ended March 31, 2022.

9. Cash and cash equivalents

This heading breaks down as follows at the end of each period:

Euros
March 31, 2022 March 31, 2021
Cash
Cash equivalents
42,713,757
19,907,882
3,126,554
-
Total 62,621,639 3,126,554

Current accounts and other equivalent liquid assets earn market interest rates.

The amount pledged at March 31, 2022 to guarantee corporate financing costs amounts to zero euros (2,230,220 euros at March 31, 2021), and the amount to cover guarantees delivered to customers is 1,495,014 euros (zero euros at March 31, 2021).

There are no restrictions on the availability of these balances except as indicated in the previous paragraph.

10. Equity – capital and reserves

a) Issued capital

At March 31, 2022, the Company's share capital accordingly consisted of 46,806,537 shares with a par value of one euro each (47,966,587 shares with a par value of one euro each at March 31, 2021). The shares are fully subscribed and paid-up.

On July 27, 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 the Company's share capital at the time.

None of the Company's shares was pledged as of either March 31, 2022 or March 31, 2021.

The breakdown of the Company's significant shareholders (those with equity interests of 3% or more) at March 31, 2022, obtained from the information reported to Spain's securities market regulator, the CNMV, by the shareholders themselves, is as follows:

% Voting rights attached to
shares
% Voting rights
Total
shareholding
%
Direct
shareholding
%
Indirect
shareholding
%
through financial
instruments
HIPOTECA 43 LUX S.A.R.L. 71.52 71.52 - -
T. ROWE PRICE ASSOCIATES, INC 4.93 - 4.93 -
T. ROWE PRICE INTERNATIONAL FUNDS, INC. 3.51 - 2.51 1.00

The breakdown of the Company's significant shareholders (those with equity interests of 3% or more) at March 31, 2021, obtained from the information reported to Spain's securities market regulator, the CNMV, by the shareholders themselves:

% Voting rights attached to
shares
% Voting rights
Total
shareholding
%
Direct
shareholding
%
Indirect
shareholding
%
through financial
instruments
HIPOTECA 43 LUX S.A.R.L. 60.64 60.64 - -
-
HELIKON LONG SHORT EQUITY FUND MASTER ICAV 5.04 5.04 - -
-
T. ROWE PRICE ASSOCIATES, INC 4.93 - 4.93 -
-
T. ROWE PRICE INTERNATIONAL FUNDS, INC. 3.73 - 3.73 -

b) Share premium

The share premium account amounted to 478,534,502 euros at March 31, 2022 (500,076,721 euros at March 31, 2021).

As a result of the cancellation of own shares (refer to the previous section), the Company recognised a reduction in the share premium account of 21,542,219 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.

c) Legal reserve

In accordance with article 274 of the consolidated text of the Spanish Corporate Enterprises Act, 10% of profits must be earmarked to endowment of 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.

As at March 31, 2022 and March 31, 2021, the Company's legal reserve was endowed with 9,593,317 euros and 3,561,218 euros, respectively, and will be fully funded at the close of the year ended March 31. 2022, after application of the profit of 6,032,099 euros for the year ended March 31, 2021 to said reserves.

d) 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 during the year ended March 31, 2022 relates mainly to the appropriation of profit for the year ended 31 March 2021, in the amount of 1,307,174 euros, of which 325,602 euros correspond to undistributed dividends corresponding to the own shares acquired between the date of the resolution and effective payment, as outlined in section h) below. It was also shaped by the purchase and sale of own shares (refer to section f) below) in the amount of 71,192 euros, by the registration of invoices related to the capital reduction described in section a) for an amount of 895 euros and an impact amounting to 93,136 euros on reserves of the delivery of company shares to AEDAS employees, framed by the commitments assumed in the long-term incentive plan described in section i) below.

The movement during the year ended March 31, 2021 primarily corresponded to the net impact of the purchase and sale of own shares (section f) below).

e) Capitalisation reserve

Article 25 of Spain's Corporate Income Tax Act (Law 27/2014) allows enterprises to reduce their income tax 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 applied 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 March 31, 2022, the Company had recognised a capitalisation reserve of 893,761 euros (March 31, 2021: same amount).

f) Own shares

The Company arranged a liquidity agreement with BANCO DE SABADELL, S.A. (the "Financial Broker") on March 28, 2018 with the sole object of fostering the frequency and regularity with which the Company's shares are traded, within the limits established at the Company's Annual General Meeting and, specifically, CNMV Circular 1/2017 on liquidity agreements.

The term of the contract was 12 months from its date of effectiveness, which was April 5, 2018.

On December 28, 2018 the Company put on hold the liquidity agreement as a result of having exceeding the limit of Funds as established in Circular 1/2017, of 26 April of the Spanish National Securities Market Commission (CNMV), on liquidity contracts, resuming it on January 24, 2019 once the adjustments to place the contract within the limit of resources with adjusted balances had been made, as stated in Circular 1/2017 on liquidity agreements. However, with effect from March 20, 2019, the Company terminated the liquidity agreement, as its objectives had been achieved. During this period, 94,178 shares were purchased at an average price of € 22.7610 / per share and 92,784 shares were sold at an average price of € 22.9339 / per share, leaving a remaining balance of 28,031 shares that were sold as a block trade on 29 March at a price of € 22.80 / per share.

The Board of Directors of the Company, in the meeting held on July 25, 2019, agreed to buy back shares, initially in the form of a discretionary program. Subsequently, in the meeting held on September 25, 2019, resolved to purchase Company shares (Buy-Back Program) for a maximum net investment of 50,000,000 euros and until reaching 2,500,000 shares in treasury stock. Said Buy Back Program will remain in effect for a maximum period of 36 months and will be implemented by JB Capital Markets, S.V., S.A.U.

On February 25, 2020, the Board of Directors approved increasing the limit of the share buyback programme from 50 to 150 million euros, while maintaining the other conditions approved by the Board on September 25, 2019.

Since August 8, 2019, the Company has bought back 3,910,475 shares representing 8.36% of its capital at an average price of 20.24 euros per share for a total amount of 79,164,359 euros, 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 for a total amount of 3,019,990 euros; 1,617,276 shares (3.46%) were bought back under the Repurchase Programme at an average price of 20.99 euros per share for a total amount of 33,954,286 euros; and 2,144,475 shares (4.58%) were bought back via block trades at an average price of 19.67 euros per share for a total amount of 42,190,083 euros.

On January 8, 2020, the Company arranged an equity swap agreement with Goldman Sachs International (GSI) for a maximum notional amount of 50 million euros and a maximum number of shares of 2,400,000. Its settlement date is January 8, 2021. On said date, the first sale of shares to GSI under this agreement was made, for an amount of 4,999,987 euros (236,406 shares). As there is an agreement to repurchase said shares, it are considered as indirect own shares. On October 5, 2020, the Company proceeded to liquid this equity swap by the repurchase of 236,406 shares for an amount of 4,999,987 euros. No additional own shares sales were made during the year ended March 31, 2021.

In June 2021, the Company delivered 30,090 own shares to its employees as part of the commitments assumed under the long-term incentive plan described in section i). Those shares were acquired for 593,134 euros.

On July 27, 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.a) and b)).

At March 31, 2022, the Company's own share account (acquired under the Discretionary Programme, the Repurchase Programme and block trades) amounted to 55,868,955 euros, corresponding to 2,720,335 shares representing 5.81% of share capital; the average purchase price was 20.54 euros (31 March 2021: 65,075,384 euros; 3,325,249 shares; 6.93% and 19.57 euros, respectively).

g) Owner contributions

The Company did not receive any new owner contributions during the years ended March 31, 2022 and March 31, 2021.

At March 31, 2022 and March 31, 2021, the Company's Majority Shareholder had contributed a total of 740,071,256 euros.

h) Distribution of dividends

As stated in the Spanish Corporate Enterprise Act (article 273), dividends may only be drawn on the year´s profits or freely available reserves after meeting the requirements laid down by law and in the by-laws, and if the value of the corporate equity is nor, or as result of such distribution would not be, less than the company´s capital. For these purposes, any profit directly allocated to total equity may not be distributed either directly or indirectly. In the event of losses in preceding years that reduce corporate equity to less than the company´s capital, profits shall be used to offset such losses.

The shareholders of AEDAS Homes, S.A., at the Annual General Meeting held on June 18, 2021, resolved to pay out a dividend totalling 62,497,874 euros, before withholding tax, which is equivalent to 1.40 euros per qualifying share, taking into account the number of outstanding shares entitled to a dividend as at March 31, 2021, with a charge against profit for the year ended March 31, 2021, as proposed by the Board of Directors following a meeting held on May 7, 2021. On July 30, 2021, a dividend of 1.40 per share was paid and taking into account the number of shares carrying dividend rights, the payout totalled 62,172,272 euros, with the remaining 325,602 euros recognised in unrestricted reserves.

The Company's Board of Directors, at the meeting held on March 23, 2022, agreed to distribute an interim dividend on the profits for the year ended March 31, 2022, for the gross amount of EUR 0.82 per share, which was paid on those shares which had a right to the same. The payment of this dividend was made on March 31, for a gross amount of 36,153,300 euros.

On the date of approval of the interim dividend, the Company had the necessary liquidity to proceed with its payment in accordance with the provisions of the Capital Companies Act. The accounting liquidity statement prepared by the Directors on March 23, 2022 was as follows:

(in thousand euros)
Profit after tax at February 28, 2022 51,133
Reserves to be allocated -
Negative results from previous years -
Maximum amount distributable as interim dividend (art. 277 LSC) 51,133
Projected interim dividend payment for fiscal year 2021-22 36,000
Cash and cash equivalents 90,895

On May 25, 2022, the Board of Directors proposes the distribution of an additional dividend to the interim dividend (Complementary dividend), charged to the profit for the year ended March 31, 2022 of 1.34 euros per share by the number of shares that are not direct treasury shares on the date on which the registered shareholders entitled to receive the dividend. In this regard, in the event that at the time of distribution of the proposed complementary dividend the same number of treasury shares of the Parent is maintained as at March 31, 2022 (2,720,335 shares), the maximum Dividend to be distributed (including the interim dividend and the complementary dividend) would be 95,228,811 euros, leaving an unallocated income of 14,139,304 euros (see Notes 3 and 20). No dividends were paid out during the year ended March 31, 2021.

The Board of Directors, at a meeting held on July 21, 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, at March 31, 2022 there are no limits on the distribution of dividends other than those contemplated in company law and the Green Bond debenture, issued by the Group company AEDAS HOMES OPCO, S.L.U. for a nominal amount of 325 million euros and due August 15, 2026. The bonds are listed on the Irish Stock Exchange's Global Exchange Market. The green bonds constitute senior secured debt of the Issuer. Specifically, they are secured by (i) a personal guarantee extended by AEDAS Homes, S.A., (ii) a first-ranking pledge, under Spanish law, over all of the share capital of the Issuer; and a (iii) a first-ranking pledge, under Spanish law, over all of AEDAS Homes S.A., Group's credit claims as a result of any intra-group loans. As of March 31, 2021, there were no limits on the distribution of dividends other than those contemplated in company law.

i) Other equity instruments

On September 26, 2017, the Majority Shareholder approved a long-term incentive plan payable entirely in shares for the CEO and members of its key management personnel, structured into three overlapping three-year periods or cycles (the first cycle was paid in June 2021, the second cycle from January 1, 2019 to March 31, 2022 and the third cycle from April 1, 2020 to March 31, 2023). The metrics to be used to measure delivery of the targets for the second cycle are, in equal parts: (i) EBITDA; (ii) the net 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 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 second and third cycles) and the level of target delivery. All of the shares received by the CEO and 50% of those received by the 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 Management Committee, this bonus is subject to repayment under certain circumstances. The cost of this incentive plan will be assumed by the Group. The maximum amount receivable by the plan beneficiaries is 8,345,388 euros (this amount is less than the 11 million euros initially foreseen, since 150% was not achieved in the First Cycle, and has already been paid). The plan was endorsed by the Appointments and Remuneration Committee on February 27, 2018.

On July 28, 2020, the Company's Board of Directors approved the New Incentive Plan payable entirely in shares, with the CEO, members of Senior Management and certain key employees as beneficiaries. It is a variable remuneration consisting of the handing over of shares after a period of time, subject to the achievement of the objectives established for the second cycle of the Long-Term Incentive Plan. Specifically, the shares corresponding to the New Incentive will be handed over at the close of the fiscal year ending March 31, 2022. Minimum amounts below which they will not yield are established, as well as the possibility of an additional bonus payment. The number of shares to be received by each participant will be determined by the reference share price used for Cycle 1. None of the shares received by the CEO and no more than 50% of the shares received by the members of Senior Management may be sold for one year after receipt of the same. In the case of the CEO and members of the Management Committee, this incentive is subject to a clawback clause in the event of certain circumstances. The cost of this new incentive will be borne by the Group and the maximum added amount to be received by the beneficiaries will amount to 2,654,612 euros.

In June 2021, the Company delivered 30,090 own shares to its employees as part of the commitments assumed under the long-term incentive plan, implying a decrease in "Other equity instruments" of 1,166,129 euros (see section f)).

On November 23, 2021, the Company's Board of Directors approved a long-term incentive plan payable entirely in shares, the beneficiaries being the CEO, members of Senior Management and certain key employees and consisting of three consecutive overlapping three-year periods (from April 1, 2021 to March 31, 2024, from April 1, 2022 to March 31, 2025 and from April 1, 2023 to March 31, 2026). The performance metrics for the first cycle are 30% EBITDA, 30% net developer margin, 20% absolute shareholder return, 10% relative shareholder return (5% Sector index and 5% to IBEX Small CAP) and 10% Sustainability, establishing minimum amounts below which they do not yield and also the possibility of an additional bonus payment. The number of units to be received by each participant will be determined by the share price for the three-year period (the average share price of the 20 sessions prior to the start of the cycle) and by the fulfillment of objectives. None of the shares to be received by the CEO and Key Senior Management may be sold until two years after receipt and no more than 50% of the shares to be received by the other beneficiaries may be sold until two years after receipt. In the case of the CEO and members of the Management Committee, this incentive is subject to a clawback clause in the event of certain circumstances. The cost of this long-term incentive plan will be borne by the Group, the maximum aggregate amount received by the beneficiaries being 30 million euros. This plan was approved by the Company's Appointments and Remuneration Committee on November 23, 2021.

The amount recognised under "Other equity instruments" in respect of the commitments assumed under the longterm incentive plan by the Company vis-a-vis its key management personnel stood at 6,617,778 euros at March 31, 2022 (4,406,966 euros at March 31, 2021).

11. Provisions and contingencies

The Company did not recognize any provisions or contingencies at either March 31, 2022 or March 31, 2021.

12. Financial liabilities

The breakdown of financial liabilities at the end of each period is as follows:

Euros
Financial liabilities at amortised cost Total
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Non-current financial liabilities
Non-current liabilities
Promissory notes - 32,354,834 - 32,354,834
Syndicated loan - 49,434,679 - 49,434,679
Corporate credit lines - 6,643,725 - 6,643,725
- 88,433,238 - 88,433,238
Current financial liabilities
Current borrowings
Promissory notes 37,549,453 22,301,428 37,549,453 22,301,428
Syndicated loan - 49,434,679 - 49,434,679
Corporate credit lines - 24,866,643 - 24,866,643
Other financial liabilities 167,598 18,474 167,598 18,474
Current borrowings from group companies and
associates
4,808,625 3,731,764 4,808,625 3,731,764
Trade and other payables
Suppliers 157,437 872 157,437 872
Accrued for services received 2,549,531 1,603,592 2,549,531 1,603,592
Employee benefits payable 3,848,791 3,470,884 3,848,791 3,470,884
49,081,435 105,428,336 49,081,435 105,428,336
Total 49,081,435 193,861,574 49,081,435 193,861,574

1. Promissory notes

On June 14, 2021, the Company arranged the AEDAS HOMES 2021 Commercial Paper Program on Spain's alternative fixed income market (MARF for its acronym in Spanish). Under the new programme, it can issue up to 150,000,000 euros of commercial paper with terms of up to 24 months, with the aim of continuing to diversify the Group's sources of financing. It substitutes the commercial paper programme arranged on June 12, 2020.

The Company issued a total of 35.1 million euros of commercial paper under the programme during the year ended March 31, 2022 and it repaid 53.7 million euros of commercial paper at maturity, leaving an outstanding balance of 38.1 million euros due on several dates between the reporting date and September 2022. The effective annual cost of the commercial paper issues is 3.33%.

During the year ended March 31, 2021, the Company completed several issues under the scope of the new programme with an aggregate face value of 61.8 million euros, notably including the issue on September 15, 2020 of 34.1 million euros, 70% of the face value of which is secured by the Kingdom of Spain as part of its COVID-19 surety lines; this issue has been rated BBB by Axesor. Also during the year ended March 31, 2021, the Company repaid 67.4 million euros of commercial paper at maturity, leaving a balance of 56.7 million euros outstanding at March 31, 2021 due in several tranches by September 2022 at the latest. The effective annual cost of the commercial paper issues was 3.16%.

The 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. At March 31, 2022, the commercial paper recognised on the Company's balance sheet using the effective interest rate method amounted to 37,549,453 euros (54,656,262 euros at March 31, 2021).

2. Syndicated loan

On August 6, 2018, the Company arranged a 150-million-euro corporate loan which it used to finance future land purchases; it initially had six months to draw the loan down; that deadline was later extended to August 5, 2019 in exchange for a 0.25% fee. The loan originally had a maturity of 24 months and carried interest at 3m EURIBOR plus 3.5% in year one and plus 4.25% in year two. That loan was repaid at maturity and refinanced thanks to three new agreements: a syndicated loan of 134,215,000 euros and two loans backed by state guarantees totalling 15,785,000 euros. Those loans were repayable in five instalments between December 31, 2020 and August 6, 2022. They bore interest at 3m EURIBOR plus 4.5% in year one and 5.5% in year two. If EURIBOR is negative, a benchmark rate of 0% would apply.

The proceeds from the green bonds issued on May 21, 2021 were used to repay the outstanding balance of the syndicated loan, i.e., 100 million euros, in full.

During the year ended March 31, 2021, a nominal amount of 50 million euros was repaid, of which 30 million euros were repaid before maturity, on February 19, 2021.

The balance drawn down at March 31, 2021 was 100 million euros and the amount recognised at amortised cost was 98,869,357 euros. The interest payable at March 31, 2021 was zero euros.

3. Corporate credit lines

During the financial year ended March 31, 2021, the Company arranged four credit lines totalling 38 million euros to complement its developer loans. Three of the loans, arranged with different banks that had already provided developer loans, had state-backed guarantees. The credit lines bore fixed (2% - 2.5% - 3.5%) and variable rates of interest (EURIBOR plus a spread of 2.50%); they all had grace periods of at least 10 months and maturities between 12 and 24 months.

During the year ended March 31, 2021, a nominal amount of 6.5 million euros was repaid. The balance drawn down at March 31, 2021 was 31.5 million euros and the amount recognised at amortised cost was 31,455,874 euros. The interest payable at March 31, 2021 amounted to 54,494 euros.

And during the year ended March 31, 2022, the Company prepaid 31.5 million of corporate credit facilities, so repaying them in full.

4. Debt from Group Companies

This recognizes the tax payment obligation (VAT and Corporate Tax) to Group Companies, as a consequence of the applicable fiscal consolidation regime with effect from January 1, 2018, and the special provisions applicable to groups of entities (VAT), and as of March 31, 2022 additionally includes an amount of 1,505,000 euros corresponding to the principal of the loan granted to the Company by the related company Servicios Inmobiliarios Mauna Loa, S.L.U., and interest accrued and pending payment for said loan, for an amount of 25,475 euros.

5. Derivatives

On October 17, 2017, the Company arranged an equity swap with Goldman Sachs to hedge the exposure arising from its obligation to deliver a certain number of shares to employees of AEDAS Homes under the long-term incentive plan (LTIP) approved by the Board of Directors on September 26, 2017. On October 23, 2020, the Company agreed an addendum to said equity swap agreement. As a result of the addendum, the manner of settlement of the equity swap changed from cash to shares; it would be settled net, as a function of the price at which Goldman Sachs sells the shares. On December 15, 2020, the Company settled said Equity Swap, receiving 115,829 treasury shares.

Additionally, as mentioned in Note 10.f), on January 8, 2020, the Company arranged an equity swap agreement with Goldman Sachs International (GSI) for a maximum notional amount of 50 million euros and a maximum number of shares of 2,400,000. On October 5, 2020, the Company settled said equity, repurchasing 236,406 shares for 4,999,987 euros.

In the year ended March 31, 2021, the Company settled all the derivatives.

13. Tax matters

a) 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 March 31, 2022, all the taxes to which the Company is subject were open to inspection for all the years that have not become statute-barred.

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

b) Taxes payable and receivable

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

Euros
March 31, 2022 March 31, 2021
Taxes receivable Taxes payable Taxes receivable Taxes payable
VAT receivable from the tax authorities 14,237 - 833 -
VAT payable to the tax authorities - 11,367,560 - 11,937,661
Current tax assets 73,696 - 73,696 -
Current tax liabilities (1) - 15,915,737 - 19,237,337
Payable in respect of withholdings - 7,224,048 - 419,926
Other taxes payable to the tax authorities - 3,176
Social Security payable - 363,966 - 304,865
Deferred tax assets 1,656,614 - 1,658,332 -
Deferred tax liabilities - 13,454 - 5,729
Total 1,744,547 34,887,941 1,732,861 31,905,518

(1) As of March 31, 2022 the amount of Current Tax Liabilities corresponds to the corporation tax for the year ended March 31, 2022 generated by companies under the consolidated tax regime. (As of March 31, 2021, it corresponded to the corporation tax payable for the year ended March 31, 2021 generated by companies under the tax consolidation regime)

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

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

Euros
March 31, 2022 March 31, 2021
Profit/(loss) before tax 115,165,453 72,255,965
Permanent differences (91,565,672) (55,973,754)
Temporary differences (6,871) 1,471,921
Taxable income/(tax loss) before utilization of tax
losses/credits
23,592,910 17,754,132
Capitalization reserve - -
Taxable income/(tax loss) 23,592,910 17,754,132
Tax rate 25% 25%
Tax accrued (5,898,227) (4,438,532)
Other adjustments 110,332 21,497
Current income tax (expense)/income (5,787,895) (4,417,035)
Deferred tax (expense)/income (9,443) (587,439)

During the year ended March 31, 2022, the Company has made adjustments for temporary differences amounting to 6,871 euros (1,471,921 euros in the year ended March 31, 2021), of which 3,376,977 euros correspond to positive adjustments for long-term incentive plan provisions (1,871,606 euros in the year ended March 31, 2021) and 3,383,847,83 euros to the application of the aforementioned provisions and negative adjustments because of changes in the fair value of the derivative (399,685 euros in the year ended March 31, 2021). During the year ended March 31, 2022, the Company has made adjustments for permanent differences amounting to 91,565,672 euros (55,973,753.75 euros in the previous year) which mainly relate to the recognition of the exemption applicable to the distribution of dividends distributed by the subsidiary AEDAS HOMES OPCO, S.L.U. in that year, amounting to 96,600,000 euros, as described in Note 7.

d) Deferred taxes

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

Euros
Opening
balance
Income
statement
Equity Closing
balance
Year ended March 31, 2022
Deferred tax assets
Temporary differences 1,658,332 (1,718) - 1,656,614
1,658,332 (1,718) - 1,656,614
Deferred tax liabilities (5,729) (7,725) - (13,454)
Total 1,652,603 (9,443) - 1,643,160
Year ended March 31, 2021
Deferred tax assets
Tax loss carryforwards 250 (250) - -
Temporary differences 2,239,792 (581,460) - 1,658,332
2,240,042 (581,710) - 1,658,332
Deferred tax liabilities (5,729) (5,729)
Total 2,240,042 (587,439) - 1,652,603

The variation of tax credits and payables during the year ended March 31, 2022 corresponds to the application and net reversal of deducible temporary differences amounting to 1,718 euros and to the elimination and incorporation of results performed within the by Tax Group amounting to 7,725 euros.

The variation of tax credits and payables during the year ended March 31, 2021 corresponded to the application and net reversal of deducible temporary differences amounting to 367,980 euros and the application of the capitalization reserve pending deduction by the Tax Group amounting to 949,440 euros and to the elimination and incorporation of results realized within the tax group in the amount of 5,729 euros.

On March 31, 2022, the deferred tax assets arising from deductible temporary differences correspond to provisions for an amount of 1,656,614 euros.

On March 31, 2021, the assets for deductible temporary differences corresponded to provisions in the amount of 1,101,741 euros and to changes in the fair value of the derivative for an amount of 556,590 euros.

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 periods in which its taxable temporary differences are expected to revert. Based on this analysis, the Company has recognised deferred tax assets for the deductible temporary differences based on what it considers likely to generate sufficient taxable profit.

14. Income and expenses

a) Revenue

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

Euros
Year ended March Year ended March
31, 2022 31, 2021
By business segment
Management services and delegated development provided to the Group 39,976,234 30,493,110
Finance income 23,496,297 27,610,212
Dividends received from the subsidiaries (Note 7) 96,600,000 56,000,000
Total 160,072,531 114,103,322
By geographical market segment
Spain 160,072,531 114,103,322
Total 160,072,531 114,103,322

b) External services

Euros
Year ended March
31, 2022
Year ended March
31, 2021
Leases
Repairs and maintenance
Independent professional services
Insurance premiums
Banking services
Advertising, publicity and public relations
Utilities
Other services
(1,798,061)
(1,437,636)
(5,627,060)
(162,725)
(160,051)
(2,512,180)
(45,151)
(1,984,137)
(1,410,377)
(1,256,575)
(3,009,059)
(97,977)
(110,839)
(1,516,119)
(22,845)
(939,139)
Total (13,727,001) (8,362,930)

c) Employee benefits expense

Employee benefits expense breaks down as follows:

Euros
Year ended March 31,
2022
Year ended March 31,
2021
Wages, salaries and similar
Salaries and wages (18,219,595) (15,706,504)
Share-based payments (Note 15) (3,376,977) (1,871,606)
Termination benefits (395,516) (312,731)
Total (21,992,088) (17,890,841)
Employee benefits
Social security (3,623,380) (2,959,559)
Other benefit expense (665,958) (611,251)
Total (4,289,338) (3,570,810)
Total (26,281,426) (21,461,651)

The average number of people employed by the Company was 281 in the year ended March 31, 2022 (233 people in the year ended March 31, 2021). The breakdown, by job category, of the March 31, 2022 and March 31, 2021 workforce is shown below:

March 31, 2022 March 31, 2021
Women Men Total Women Men Total
Graduates 94 97 191 74 84 158
Diploma holders 26 30 56 18 26 44
Other 27 12 39 22 12 34
Total 147 139 286 114 122 236

d) Finance costs

Finance costs break down as follows:

Euros
Year ended March Year ended March
31, 2022 31, 2021
Borrowings from group and associated companies
Third-party borrowings
(25,475) -
Syndicated loan interest (1,768,143) (8,699,858)
Other loans interest, commercial paper notes and collateral equity swap (1,668,923) (2,419,086)
Commission for guarantees, surety insurance and others (110,849) (315,499)
(3,573,390) (11,434,443)

15. Share-based payment transactions

The share-based payment transactions included within "Employee benefits expense" (Note 14.c) are reconciled below:

Euros
Year ended Year ended
March 31, 2022 March 31, 2021
Key management personnel 3,376,977 1,871,606
3,376,977 1,871,606

In June 2021, the Company delivered 30,090 own shares to its employees as part of the commitments assumed under the long-term incentive plan, implying a decrease in "Other equity instruments" of 1,166,129 euros

At March 31, 2022, the amount recorded in Other Equity Instruments heading to meet said commitment assumed by the Company with its key employees under the long-term incentive plan, described in the Note 10.i), amounted to 6,617,788 euros (4,406,966 euros at March 31, 2021).

16. Related-party transactions

The main transactions with related parties in the year ended March 31, 2022 were the following:

  • The administration, management and delegated development services provided to group companies.
  • Loans to group companies (Note 8).
  • Dividends distributed by AEDAS HOMES OPCO, S.L.U. (Note 7).
  • Assignment of credit claims by AEDAS HOMES OPCO, S.L.U. to the Company. On December 1, 2021 the transfer of the position in the credit claims against the entities AEDAS MUTILVA PROMOCION, S.L.U. (formerly known as ÁUREA MUTILVA PROMOCION, S.L.U.), DOMUS AVENIDA, S.L., ALLEGRA NATURE, S.L. and ÁUREA ETXABAKOITZ, S.L. was agreed, for a purchase price of 4,248,129 euros, and additionally including interest accrued as of November 30, 2021 for an amount of 243,782 euros.
  • Purchase of shares of LIVE VIRTUAL TOURS, S.L.U. and AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. from AEDAS HOMES OPCO, S.L.U. (Note 7).
  • Assignment of management contracts to AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. On July 29, 2021, the Company signed two management contracts with ÁUREA IBÉRICA PROMOCIÓN, S.L. regarding the development of certain real estate developments in Portugalete and Madrid. These contracts were assigned to AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. on March 29, 2022 for an amount of 35,900 euros.

The main transactions with related parties in the year ended March 31, 2021 were the following:

  • The administration, management and delegated development services provided to group companies.
  • Loans to group companies (Note 8).
  • Dividend distributed by SPV Reoco 1, S.L.U.
  • Sale of fixed assets to Live Virtual Tours.

The breakdown of the balances payable to and receivable from related parties at the end of each period is as follows:

Euros
Direct parent Other group
company companies Total
March 31, 2022
Non-current loans (Note 8) - 650,490,182 650,490,182
Trade receivables (Note 8) - 51,462,173 51,462,173
Current loans receivables (Note 8) - 3,325,358 3,325,358
Interest on current loans receivables (Note 8) - 3,446,237 3,446,237
Current loans payable (Note 12) - (1,505,000) (1,505,000)
Interest on current loan payable (Note 12) - (25,475) (25,475)
Current account with group companies (assets) (Note 8) - 42,133,080 42,133,080
Current account with group companies (liabilities) - (3,278,150) (3,278,150)
Receivable dividend (Notes 7 and 8) - 50,600,000 50,600,000
March 31, 2021
Non-current loans (Note 8) - 856,465,342 856,465,342
Trade receivables (Note 8) 36,709,059 36,709,059
Current loans (Note 8) - 110,232 110,232
Interest on current loans (Note 8) - 6,960,481 6,960,481
Current account with group companies (assets) (Note 8) - 48,110,749 48,110,749
Current account with group companies (liabilities) - (3,731,764) (3,731,764)
Receivable dividend (Notes 7 and 8) 56,000,000 56,000,000

The breakdown of the transactions undertaken with related parties in is the following:

Euros
Direct parent Other group
company companies Total
Year ended March 21, 2022
Revenue from services rendered - 39,976,234 39,976,234
Finance income - interest (Note 14.a) - 23,496,297 23,496,297
Finance income - Dividend (Note 14.a) - 96,600,000 96,600,000
Purchase of shares - (524,268) (524,268)
Assignment of contracts for the provision of services - 35,900 35,900
Year ended March 31, 2021
Revenue from services rendered - 30,493,110 30,493,110
Finance income - interest (Note 14.a) - 27,610,211 27,610,211
Finance income - Dividend (Note 14.a) 56,000,000 56,000,000
Sale of fixed assets 25,000 25,000

Loans granted to Group companies and associates

The breakdown of loans granted to Group companies and associates at March 31, 2022 is as follows:

Euros
Company Limit Principal Maturity date
Loan to AEDAS HOMES OPCO, S.L.U. 965,171,294 603,585,400 March 31, 2024
Loan to Damalana Servicios y Gestiones, S.L. 42,300,000 12,593,953 March 31, 2024
Loan to SPV Reoco 15, S.L. 26,700,000 8,565,993 March 31, 2024
Loan to Turnkey Projects Development, S.L.U. 6,000,000 3,423,331 March 31, 2024
Loan to Espebe 18, S.L.U. 4,000,000 3,691,679 March 31, 2024
Loan to Live Virtual Tours, S.L.U. 115,000 61,579 March 31, 2022
Loan to Servicios Inmobiliarios Licancabur, S.L.U. 5,300,000 3,820,073 July 29, 2025
Loan to Winslaro ITG, S.L. 4,520,000 2,274,540 June 11, 2025
Loan to Winslaro ITG, S.L. 4,520,000 1,288,531 July 31, 2027
Loan to Urbania Lamatra II, S.L. 3,140,000 1,518,610 July 26, 2025
Loan to AEDAS HOMES SERVICIOS INMOBILIARIOS, 7,782,683 7,782,683 March 31, 2024
S.L.U. (formerly known as ESPEBE 11, S.L.)
Loan to AEDAS Mutilva Promoción, S.L.U. (formerly
known as Áurea Mutilva Promoción, S.L.U.)
2,145,889 1,687,389 June 30, 2024
Loan to Domus Aedas Residencial, S.L.U. (formerly
known as Domus Áurea Residencial, S.L.U.)
1,500,000 50,000 March 31, 2024
Loan to Proyectos Inmobiliarios Atria Madrid, S.L.U. 1,500,000 52,000 March 31, 2024
Loan to Proyectos Inmobiliarios Algedi Madrid, S.L. 1,500,000 156,000 March 31, 2024
Loan to Domus Avenida, S.L. 1,689,740 1,090,180 November 23, 2021
Loan to Domus Avenida, S.L. 249,600 249,600 December 3, 2022
Loan to AEDAS Este, S.L.U. (formerly known as Allegra
Este, S.L.U.)
2,000,000 660,000 December 31, 2022
Loan to Espacio Áurea, S.L. 2,600,000 400,000 August 24, 2022
Loan to Allegra Nature, S.L. 2,320,000 864,000 April 30, 2022
Total 1,085,054,206 653,815,540
Euros
Company Limit Principal Maturity date
Loan to SPV Reoco 1, S.L.U. 965,171,294 792,250,848 March 31, 2023
Loan to Damalana Servicios y Gestiones, S.L. 42,300,000 31,764,468 March 31, 2023
Loan to SPV Reoco 15, S.L. 26,700,000 8,168,919 March 31, 2023
Loan to Servicios Inmobiliarios Mauna Loa, S.L.U. 11,000,000 10,394,552 March 31, 2023
Loan to Turnkey Projects Development, S.L.U. 6,000,000 3,176,996 March 31, 2023
Loan to Egon Asset Development, S.L.U. 500,000 452,383 March 31, 2023
Loan to Espebe 18, S.L.U. 4,000,000 2,800,000 March 31, 2023
Loan to Live Virtual Tours, S.L.U. 115,000 110,232 March 31, 2022
Loan to Servicios Inmobiliarios Licancabur, S.L.U. 5,300,000 3,547,886 July 29, 2025
Loan to Winslaro ITG, S.L. 4,520,000 1,985,940 June 11, 2025
Loan to Urbania Lamatra I, S.L. 1,000,000 593,840 December 14, 2023
Loan to Urbania Lamatra II, S.L. 3,140,000 1,329,510 July 26, 2025
Total 1,069,746,294 856,575,574

The breakdown of loans granted to Group companies and associates at March 31, 2021 is as follows:

All the credit facilities extended accrue interest at 1-month Euribor plus 350 basis points, except those granted to Winslaro ITG, S.L., Servicios Inmobiliarios Licancabur, S.L. and Live Virtual Tours, S.L.U., AEDAS HOMES Servicios Inmobiliarios, S.L.U., AEDAS Mutilva Promoción, S.L.U., Proyectos Inmobiliarios Atria Madrid, S.L.U., Proyectos Inmobiliarios Algedi Madrid, S.L., AEDAS Este, S.L.U. y Espacio Áurea, S.L., which accrue interest at 1-month Euribor plus 550 basis points and the one granted to Urbania Lamatra II, S.L. which accrue interest at Euribor 1 month plus 650 basis points, the long-term loans granted to Domus Avenida, S.L. and Allegra Nature, S.L., which accrue fixed interest at 4%, and the short-term loan granted to Domus Avenida, S.L., which accrues fixed interest at 3%.The credit facility extended to Urbania Lamatra I, S.L accrued interest at 1-month Euribor plus 550 basis points.

Additionally, interests on current loans granted to Group companies and associates are recognised in the short term, in the amount of 3,446,237 euros at March 31, 2022 (6,960,481 euros at March 31, 2021).

The main movements during the years ended March 31, 2022 and March 31, 2021 consist of drawdowns of loans for financing the purchase of land and non-financeable project expenses, as well as the assignment of credit claims by AEDAS HOMES OPCO , S.L.U. to the Company. Repayments relate mainly to the repayment of loans held by companies delivering homes. Additionally, it should be noted the reclassification of credits from current to noncurrent for the amount of 862,902,529 euros during the year ended March 31, 2021 as a consequence of the extension of several contracts until March 31, 2023.

17. Remuneration and other benefits provided to the directors, key management personnel and the Group auditor

a) Changes to the governing bodies

The Board of Directors consists of the following members at March 31, 2022:

  • Cristina Álvarez
  • Evan Andrew Carruthers
  • Eduardo Edmundo D'Alessandro Cishek
  • Santiago Fernandez Valbuena
  • Javier Martínez Piqueras
  • Javier Lapastora Turpín
  • David Martinez Montero
  • Milagros Méndez Ureña
  • Miguel Temboury Redondo

b) Disclosures regarding director conflicts of interest

Neither the current nor former directors of the Parent carried out transactions 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 March 31, 2022.

Nor did the members of the Parent's Board of Directors or their related parties, as defined in Spain's Corporate Enterprises Act, engage in relations with other companies whose business activities could represent a conflict of interest for them or the Company during the year ended March 31, 2022 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.

c) Director remuneration and other benefits

The remuneration accrued by the members of the Company's Board of Directors amounted to 2,494,699 euros in the year ended March 31, 2022 and 1,930,116 euros in the year ended March 31, 2021.

d) Key management personnel remuneration and other benefits

The remuneration paid to the Company's key management personnel and professionals performing similar executive duties during the years ended March 31, 2022 and March 31, 2021 was as follows:

Year ended March 31, 2022 Advances
No, of
individuals
Fixed and
March 31, Variable Other No. Amount
2022
8
remuneration
1,651,944
remuneration
1,832,371
Total
3,484,315
- -
Year ended March 31, 2021 Advances
No, of
individuals
March 31,
2021
Fixed and
Variable
remuneration
Other
remuneration
Total No. Amount
7 1,330,902 609,712 1,940,614 - -

The Company has no pension obligations to its key management personnel nor has it extended these professionals any advances, loans or guarantees, at March 31, 2022 and March 31, 2021. There were no special incentive plans over shares of Aedas Homes, S.A. at March 31, 2022 and March 31, 2021, except for the one described in Note 10.i).

In the year ended March 31, 2022, the Company paid 71,442 euros of civil liability insurance premiums on behalf of its directors to cover potential damages caused in the course of carrying out their duties (30,709 euros in the year ended March 31, 2021).

For the purposes of article 229 of Spain's Corporate Enterprises Act, the directors have stated that they are not affected by any conflict of interest in relation to the Parent's interests.

18. Risk management

The Group, of which Aedas Homes 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 Corporate 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 exposed to significant credit risk since its customers are group companies under a contract for the provision of services signed with its subsidiaries. In addition, the subsidiaries do not have any significant credit risk since the collection from their development customers is guaranteed by the properties sold.

In addition, its cash surpluses are placed with highly solvent banks, in accordance with the Group's cash surplus placement policy, in respect of which counterparty risk is not material.

No accounts receivable from Group companies, related parties or third parties were past due at March 31, 2022.

Liquidity risk:

The Company 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.

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 the operating companies do not face liquidity shortfalls and can concentrate on pursuing their real estate developments, which are financed using external borrowings.

On June 14, 2021, the Company arranged the AEDAS HOMES 2021 Commercial Paper Program on Spain's alternative fixed income market (MARF for its acronym in Spanish). Under the new programme, it can issue up to 150,000,000 euros of commercial paper with terms of up to 24 months, with the aim of continuing to diversify the Group's sources of financing. It substitutes the commercial paper programme arranged on June 12, 2020. The Company issued a total of 35.1 million euros of commercial paper under the programme during the year ended March 31, 2022 and it repaid 53.7 million euros of commercial paper at maturity, leaving an outstanding balance of 38.1 million euros due on several dates between the reporting date and September 2022. The effective annual cost of the commercial paper issues is 3.33%.

During the year ended March 31, 2021, the Company completed several issues under the scope of the new programme with an aggregate face value of 61.8 million euros, notably including the issue on September 15, 2020 of 34.1 million euros, 70% of the face value of which is secured by the Kingdom of Spain as part of its COVID-19 surety lines; this issue has been rated BBB by Axesor. Also during the year ended March 31, 2021, the Company repaid 67.4 million euros of commercial paper at maturity, leaving a balance of 56.7 million euros outstanding at March 31, 2021 due in several tranches by September 2022 at the latest. The effective annual cost of the commercial paper issues was 3.16%.

Market risk: interest rate risk

The Company's cash balances and certain borrowings are exposed to interest rate risk, and this could have an adverse impact on its net finance costs and cash flows. However, as of March 31, 2022, the financial debt held by the Company corresponds mainly to promissory notes, which accrue a fixed interest rate, and therefore the Company is not subject to significant market risk associated to the interest rate on that date. For this reason, the Company's directors have not deemed it necessary to write interest rate hedges.

A 100 basis point movement in interest rates would have increased finance costs by 102,774 euros in the year ended March 31, 2022 (2,108,172 euros in the year ended March 31, 2021).

Risks associated with Covid-19

In relation to the risks associated with the Covid-19 pandemic, as noted in prior reports, the Company has been carefully monitoring certain risks deemed relevant to identifying and managing potential threats to AEDAS Homes as a result of the pandemic. In 2021, the measures taken by the Company included an extraordinary assessment of the corporate risk map, activation of the Crisis Committee, implementation of remote working arrangements and establishment of a capital preservation policy.

In recent months, the Company has continued to monitor the main risks associated with the Covid-19 pandemic, observing a degree of dissipation. Nevertheless, the Company will continue to monitor the key management risks posed by the pandemic with a view to taking additional mitigating measures as required.

19. Other information

a) Workforce disclosures

One employee with a disability of a severity of 33% or higher is employed by the Company at March 31, 2022 and at March 31, 2021.

The Board of Directors was made up of 9 directors at March 31, 2022 and March 31, 2021, seven of whom were men and two were women.

b) Audit fees

Audit fees accrued during the year for services rendered by the statutory auditor:

Euros
Year ended
Year ended
March 31, 2022
March 31, 2021
Audit and related services
Audit services 191,230 159,250
Other assurance services 107,350 60,700
Total 298,580 219,950

c) Environmental disclosures

At AEDAS Homes, sustainability is a fundamental pillar. Therefore, the Company continues to promote projects to accelerate the inescapable transformation of residential construction where it has been leader since 2018, the year in which it created the industrialization business line. The Group reports in detail on its environmental protection activities and policies in its Integrated Management Report available on the CNMV and Company's website from the date of publication of the financial statements.

d) Disclosures regarding average supplier payment terms. Additional Provision Three "Disclosure requirements" of Law 15/2010

The disclosures regarding the average supplier payment term:

Year ended
March 31, 2022
Year ended
March 31, 2021
Days
Average supplier payment term 40.91 44.91
Ratio of paid transactions 41.73 46.31
Ratio of outstanding transactions 33.12 26.66
Euros
Total payments made 21,269,777 13,548,136
Total payments outstanding 2,233,436 1,044,325

20. Events after the reporting period

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, other than that disclosed below:

  • At April 20, 2022, the Company received the payment of the dividends agreed by the Sole Shareholder on March 29, 2022 from the subsidiary AEDAS HOMES OPCO, S.L., outlined in Note 7, for a total amount of 50.6 million euros.
  • On May 25, 2022, the Board of Directors of the Company agreed to transfer the registered office of the Company to Paseo de la Castellana 130 (Madrid).
  • At May 16, 2022, the total treasury stock held by AEDAS Homes at close of market was 2,734,474 securities representing 5.842% of the capital acquired at an average price of 20.54 €/share. The total number of securities acquired through Discretionary Management was zero securities; the total number of securities acquired through the Buyback Programme was 14,139 securities representing 0.03% of the capital at an average price of 22.06 €/share and the total number of securities acquired in the block market was zero.
  • On May 25, 2022, the Board of Directors proposes the distribution of an additional dividend to the interim dividend (Complementary dividend), charged to the profit for the year ended March 31, 2022 of 1.34 euros per share by the number of shares that are not direct treasury shares on the date on which the registered shareholders entitled to receive the dividend. In this regard, in the event that at the time of distribution of the proposed complementary dividend the same number of treasury shares of the Parent is maintained as at March 31, 2022 (2,720,335 shares), the maximum Dividend to be distributed (including the interim dividend and the complementary dividend) would be 95,228,811 euros, leaving an unallocated income of 14,139,304 euros (see Notes 3 and 10).

21. Translation of financial statements

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

Registered Shareholding Shareholder Auditor Consolidation
method
Company office Business activity March 31, 2022
AEDAS HOMES
OPCO, S.L.U.
Madrid Development 100% Direct AEDAS HOMES, S.A. ERNST &
YOUNG, S.L.
Full
consolidation
method
AEDAS HOMES
SERVICIOS
INMOBILIARIOS,
S.L.U. (formerly known
as ESPEBE 11, S.L.)
Madrid Real estate
services
100% Direct AEDAS HOMES, S.A. - Full
consolidation
method
LIVE VIRTUAL
TOURS, S.L.U.
Madrid Audiovisual
distribution
100% Direct AEDAS HOMES, S.A. - Full
consolidation
method
DAMALANA
SERVICIOS Y
GESTIONES, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
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
method
SPV REOCO 15,
S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
SPV SPAIN 2, S.L. Madrid Development 87.5% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
FACORNATA
SERVICIOS Y
GESTIONES, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
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
method
TURNKEY PROJECTS
DEVELOPMENT,
S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
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
method
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
method
AEDAS HOMES
LIVING, S.L.U (formerly
known as PARKER
DESARROLLOS
INMOBILIARIOS,
S.L.U.)
Madrid Decoration and
interior design
services
100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
AEDAS ESTE, S.L.U.
(formerly known as
ALLEGRA ESTE,
S.L.U.)
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
DOMUS AEDAS
RESIDENCIAL, S.L.U.
(formerly known as
DOMUS AUREA
RESIDENCIAL, S.L.U.)
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method

Appendix I - Subsidiaries companies belonging to the AEDAS Homes Group at March 31, 2022

PROYECTOS
INMOBILIARIOS
ATRIA MADRID, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
PROYECTOS
INMOBILIARIOS
LUCIDA NAVARRA,
S.L.U.
Navarre Holdco 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
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
method
PROYECTOS
BALMES 89, S.L.U.
Barcelona Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
AEDAS MUTILVA
DEVELOPMENT,
S.L.U. (formerly known
as AUREA MUTILVA
DEVELOPMENT,
S.L.U.)
Navarre Development 100% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
OPCO, S.L.U.
- Full
consolidation
method
DOMUS AVENIDA,
S.L.
Madrid Holdco 52% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Full
consolidation
method
VARÍA ACR
MÓSTOLES
FUENSANTA, S.L.
Madrid Development 15.6% Indirect AEDAS HOMES, S.A.
through DOMUS
AVENIDA, S.L
- Equity method
ESPACIO AUREA, 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.
Bizkaia Development 22.5% Indirect AEDAS HOMES, S.A.
through AEDAS HOMES
SERVICIOS
INMOBILIARIOS, S.L.U.
- Equity method
AUREA
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
Subsidiaries companies belonging to the AEDAS Homes Group at March 31, 2021
----------------------------------------------------------------------------- -- -- -- --
Shareholding
Registered
Business
Consolidation
Company office activity March 31, 2021 Shareholder Auditor method
AEDAS HOMES
OPCO, S.L.U. (formerly
known as SPV REOCO
1, S.L.U.)
Madrid Development 100% Direct AEDAS HOMES S.A. ERNST &
YOUNG,
S.L.
Full
consolidation
method
DAMALANA
SERVICIOS Y
GESTIONES, S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
ESPEBE 18, S.L.U. Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
SPV REOCO 15, S.L. Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
SPV SPAIN 2, S.L. Madrid Development 87.50% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
ESPEBE 11, S.L. (now
known as AEDAS
HOMES SERVICIOS
INMOBILIARIOS,
S.L.U.)
Madrid Development 80% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
FACORNATA
SERVICIOS Y
GESTIONES, S.L.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
SERVICIOS
INMOBILIARIOS
LICANCABUR S.L.U.
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
method
TURNKEY PROJECTS
DEVELOPMENT,
S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
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
method
LIVE VIRTUAL
TOURS, S.L.U.
Madrid Audiovisual
distribution
100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method
URBANIA LAMATRA I,
S.L.
Madrid Development 10% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Equity method
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
method
PARKER
DESARROLLOS
INMOBILIARIOS,
S.L.U.
Madrid Development 100% Indirect AEDAS HOMES, S.A.,
through AEDAS
HOMES OPCO, S.L.U.
- Full
consolidation
method

MANAGEMENT REPORT

Aedas Homes, S.A.

For the year ended March 31, 2022

1. Organizational 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 these interests on July 5, 2016. The Company's name was changed to Aedas Homes Group, S.L.U. on July 18, 2016. It assumed its current name in the wake of the restructuring transaction completed in 2017.

On July 18, 2016, the Company's name was changed to Aedas Homes Group, S.A. On September 12, 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 December 31, 2017, the Company's Majority Shareholder contributed, in a series of transactions, its Spanish real estate development business to Aedas Homes, S.A.:

  • On March 30, 2017, the Majority Shareholder made a non-monetary equity injection into the Company in the amount of 314,032,337 euros, a transaction that materialised in the creation of 31,403,231 shares with a unit par value of one euro and an increase in the share premium account of 282,629,106 euros. That contribution primarily implied the first-time recognition of inventories 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 June 29, 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 creation of 2,314,028 shares with a unit par value of one euro and an increase in the share premium account of 20,826,255 euros. That contribution primarily implied the first-time recognition of inventories 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 August 16, 2017, the Parent's Majority Shareholder made a non-monetary equity contribution to the Company, 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 August 21, 2017. FAB MAY was subsequently liquidated on September 15, 2017, all of its liabilities were cancelled and 100% of its assets were allocated to Danta Investments, S.L.U. At the same time, Danta Investments, S.L.U. paid SAREB (the acronym of the stateowned 'bad bank' that manages the assets resulting from bank restructuring) a consideration amounting to 4,800,000 euros plus VAT.

The merger between Aedas Homes Group (Transferee) and Aedas Homes (Transferor) closed on June 29, 2017 and the name and registered office of the Transferee were changed to those of the Transferor, so the Company's name was changed from Aedas Homes Group to Aedas Homes. The merger by absorption implied: (i) the dissolution and extinction of the Transferor; (ii) the en-bloc transfer of all the latter's assets and liabilities to the Transferee, which acquired all 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 October 20, 2017, at a price of 31.65 euros per share.

On April 2, 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. ("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 extinction of the Transferors; (ii) the enbloc 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 on May 4, 2018 and registered with the Madrid Companies Register.

On March 30, 2020, the Shareholders' Meeting of the Company, at the proposal of the Board of Directors, agreed to change the Company's fiscal year to the twelve-month period from April 1 to March 31 the following year, which would run from January 1, 2020 to March 31, 2020., This management report therefore relates to the twelve-month period from April 1, 2021 to March 31, 2022.

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 March 31, 2022 is presented below:

(*) Aedas Homes Opco, S.L.U. owns 80% of the shares of the company Proyectos Inmobiliarios Algedi Madrid, S.L., and Proyectos Inmobiliarios Lucida Navarra, S.L. the remaining 20%.

Aedas Homes, S.A. conducts its business exclusively in Spain. Its core business, as outlined in article 2 of the Company's bylaws, consists of:

  • a) The acquisition, development and refurbishment of all manner of properties, whether for holding, use, disposal or lease.
  • b) The acquisition, holding, usage, sale and administration of marketable Spanish or international securities and any titles or rights, such as the shares of limited-liability companies, that give it an equity interest in other companies, all of which as principal and not agent.

2. Business performance and financial results - key measures

At March 31, 2022, the Company's assets totalled 1,073,610,278 euros, liabilities (current and non-current) amounted to 83,969,376 euros and equity stood at 989,640,902 euros.

Turnover and gross margin

In the year ended March 31, 2022, the net turnover was 160,072,531 euros, of which 39,976,234 euros related to services rendered under the provision of administration, management and delegated development services agreements entered into with the various Group companies, 23,496,297 euros related to financial income from loans granted to Group companies and 96,600,000 euros related to dividends received from the group companies.

EBITDA

EBITDA amounted to a positive amount of 120,017,404 euros in the year ended March 31, 2022.

Profit/(loss)

The Company reported a profit of 109,368,115 euros in the year ended March 31, 2022.

Financial situation

At March 31, 2022, liabilities stood at 83,969,376 euros, of which 13,454 euros corresponded to non-current liabilities and 83,955,922 euros to current liabilities. In comparison, at March 31, 2021 liabilities stood at 225,767,092 euros, of which, 88,438,967 euros corresponded to non-current liabilities and 137,328,125 euros to current liabilities. As a result, at March 31, 2022 the debt maturing at long term represents 0.02% of total liabilities (39.17% at March 31, 2021).

3. Environmental and staff matters

In relation to environmental matters, reference should be made to Note 19.c in the attached notes to the financial statements.

The average number of people employed by the Company was 281 in the year ended March 31, 2022 (233 people in the year ended March 31, 2021). The breakdown of the workforce on the reporting date by region, department and job category is provided below:

Region March 31, 2022
Madrid 165
Catalonia 24
Balearic Islands and Spanish east
coast
28
Costa del Sol 21
Rest of Andalusia 28
North 20
Total 286
Department March 31, 2022
Business 211
Investment 12
Finance 24
Corporate 39
Total 286
Employee category March 31, 2022
Senior management 53
Middle management 66
Technical and administrative staff 167
Total 286

4. Liquidity and capital resources

Note 18 to the financial statements outlines the Group'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 Group holds the cash balances shown on the balance sheet as well as the credit lines and financing agreements detailed in Note 12 of the attached notes to the financial statements for the year ended March 31, 2022.

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 organization's procedures, identifying the potential sources of risk, quantifying the related exposures and taking the opportune measures to prevent their materialization.

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

Market risk

Exposure to credit risk

The Company is not exposed to significant credit risk since its customers are group companies under a contract for the provision of services signed with its subsidiaries. In addition, the subsidiaries do not have any significant credit risk since the collection from their development customers is guaranteed by the properties sold.

In addition, its cash surpluses are placed with highly solvent banks, in accordance with the Group's cash surplus placement policy, in respect of which counterparty risk is not material.

No accounts receivable from Group companies, related parties or third parties were past due at March 31, 2022.

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 the Group's 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.

Risks associated with Covid-19

In relation to the risks associated with Covid-19, the Company's directors and management are constantly monitoring developments with respect to the global pandemic with a view to assuredly mitigating any potential impacts, whether financial or non-financial.

6. R&D activities

Given Aedas Homes S.A.'s business lines, it does not engage in any a significant research and development activities.

7. Own shares

At March 31, 2022, the Company's own share account (acquired under the Discretionary Programme, the Repurchase Programme and block trades) amounted to 55,868,955 euros, corresponding to 2,720,335 shares representing 5.81% of share capital; the average purchase price was 20.54 euros (31 March 2021: 65,075,384 euros; 3,325,249 shares; 6.93% and 19.57 euros, respectively). Note 10.f of the accompanying notes to the consolidated financial statements includes information on transactions carried out on treasury stock.

8. Significant events after the reporting date

As outlined in Note 20 of the financial statements for the year ended March 31, 2022, no events have taken place since the end of the reporting period that might have a material impact on the information presented in the financial statements authorised for issue by the directors, or that should be highlighted because they have significant impact, except for those that are described in said note.

9. Payments to Suppliers

The information regarding the Additional Provision Three "Disclosure requirements" of Act 15/2010 of July 5, which modifies the Act 3/2004, of December 29, by which the measures for the fighting against arrear in commercial operations are established, is presented in the Note 19.d of the attached notes to the financial statements for the year ended March 31, 2022, in compliance with the requirements of such Act.

10. Information regarding the entity's performance in the year ended March 31, 2022

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 organizational and management structure, on April 2, 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 November 17, 2021 AEDAS HOMES OPCO, S.L.U. transferred 100% ownership interest in AEDAS HOMES SERVICIOS INMOBILIARIOS, S.L.U. to AEDAS HOMES, S.A., for a purchase price of 383,429 euros. The later will hereinafter be the entity that provides real estate management services within the AEDAS HOMES Group. Additionally, on December 15, 2021, the Company acquired 100% ownership interest in VIRTUAL TOURS, S.L.U. from AEDAS HOMES OPCO, S.L.U., being its corporate object the audiovisual distribution, for a purchase price of 140,839 euros.

On July 27, 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 the Company's share capital at the time. At March 31, 2022, the Company's share capital accordingly consisted of 46,806,537 shares with a par value of one euro each (47,966,587 shares with a par value of one euro each at March 31, 2021).

At March 31, 2022, the Company's assets totalled 1,073,610,278 euros, liabilities (current and non-current) amounted to 83,969,376 euros and equity stood at 989,640,902 euros.

At March 31, 2022, liabilities stood at 83,969,376 euros, of which 13,454 euros corresponded to non-current liabilities and 83,955,922 euros to current liabilities. In comparison, at March 31, 2021 liabilities stood at 225,767,092 euros, of which, 88,438,967 euros corresponded to non-current liabilities and 137,328,125 euros to current liabilities . As a result, at March 31, 2022 the debt maturing at long term represents 0.02% of total liabilities (39.17% at March 31, 2021).

In the year ended March 31, 2022, the net turnover was 160,072,531 euros, of which 39,976,234 euros related to services rendered under the provision of administration, management and delegated development services agreements entered into with the various Group companies and 23,496,297 euros related to financial income from loans granted to Group companies and 96,600,000 euros related to dividends received from the group companies.

EBITDA amounted to a positive amount of 120,017,404 euros in the year ended March 31, 2022.

The Company reported a profit of 109,368,115 euros in the year ended March 31, 2022.

As described in Note 10.h of the attached notes to the financial statements for the year ended March 31, 2022, the Company's Board of Directors, at the meeting held on March 23, 2022, agreed to distribute an interim dividend on the profits for the year ended March 31, 2022, for the gross amount of EUR 0.82 per share, which was paid on those shares which had a right to the same. The payment of this dividend was made on March 31, 2022.

On May 25, 2022, the Board of Directors proposes the distribution of an additional dividend to the interim dividend (Complementary dividend), charged to the profit for the year ended March 31, 2022 of 1.34 euros per share by the number of shares that are not direct treasury shares on the date on which the registered shareholders entitled to receive the dividend. In this regard, in the event that at the time of distribution of the proposed complementary dividend the same number of treasury shares of the Parent is maintained as at March 31, 2022 (2,720,335 shares), the maximum Dividend to be distributed (including the interim dividend and the complementary dividend) would be 95,228,811 euros, leaving an unallocated income of 14,139,304 euros (see Notes 3, 10.h and 20 of the attached notes to the financial statements for the year ended March 31, 2022).

11. Annual Corporate Governance Report

Aedas Homes, S.A.'s Annual Corporate Governance Report for the year ended March 31, 2022 is part of the Management Report, and has been available since the date of publication of the annual accounts on the website of the National Securities Market Commission.

12. Annual Report on Directors' Remuneration

Aedas Homes, S.A.'s Annual Report on Directors' Remuneration for the year ended March 31, 2022 is part of the Management Report, and has been available since the date of publication of the annual accounts on the website of the National Securities Market Commission.

13. Non-financial Information Statement

Pursuant to Article 262.5 of the Capital Companies Act, the Company is exempt from the obligation to present the Non-Financial Statement, as this information is included in the Consolidated Management Report of the Group headed by the Company, and which will be filed, together with the consolidated financial statements, with the Commercial Registry of Madrid.

DECLARACIÓN DE RESPONSABILIDAD DE 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:

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 2022, 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 unanálisis 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.

Los consejeros, en prueba de conformidad, firman esta hoja:

DECLARATION OF LIABILITY OF AEDAS HOMES, S.A.

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. listed below, make the following declaration of liability:

That, to the best of their knowledge, the individual Annual Accounts of Aedas Homes, S.A., corresponding to financial year ended March 31st, 2022, 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 businessresults and of the position of Aedas Homes, S.A., together with the description of the main risks and uncertainties that they face.

The Members of the Board, in proof of compliance, sign this sheet:

D. Santiago Fernández Valbuena Presidente

D. David Martínez Montero Consejero Delegado

D. Eduardo E. D'Alessandro Cishek Consejero

D. Evan A. Carruthers Consejero

D. Javier Lapastora Turpín Consejero

D. Miguel Beltrán Temboury Redondo Consejero

Dña. Milagros Méndez Ureña Consejera

Dña. Cristina Álvarez Álvarez Consejera

D. Francisco Javier Martínez‐Piqueras Barceló Consejero

25 de mayo de 2022 Madrid

May 25 th, 2022 Madrid

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.

I, 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 25 de mayo de 2022

Madrid May 25 th, 2022

D. Alfonso Benavides Grases Secretario no consejero del Consejo de Administración

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