Audit Report / Information • May 26, 2022
Audit Report / Information
Open in ViewerOpens in native device viewer
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
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.:
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.
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 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:

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:
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.
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.
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:
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.

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.
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.
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
(Free translation from the original in Spanish. In case of discrepancy, the Spanish-language version prevails).
(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.
(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.
(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.
| 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. (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:
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.
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.
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.
The accompanying financial statements for the year ended March 31, 2022 are presented in euros, which is the Company's functional and presentation currency.
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.
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:
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 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.
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.
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.
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.
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:
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.
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:
Balance of the profit and loss account (Profit): 109,368,115 euros.
TO DIVIDEND: an amount, the aggregate gross amount which shall be equal to the sum of the following amounts:
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.
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.
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:
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' 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.
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% |
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.
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.
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:
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 assumed or incurred by the Company are classified into the following valuation categories:
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 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.
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.
In drawing up its annual financial statements, the Company's directors distinguish between:
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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":
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.
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.
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.
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).
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).
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 |
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:
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 |
| 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 |
| 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 |
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.
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.
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 | - |
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.
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.
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).
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).
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).
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.
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:
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.
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).
The Company did not recognize any provisions or contingencies at either March 31, 2022 or March 31, 2021.
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 |
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).
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.
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.
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.
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.
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.
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)
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.
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.
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 |
| 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) |
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 |
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) |
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).
The main transactions with related parties in the year ended March 31, 2022 were the following:
The main transactions with related parties in the year ended March 31, 2021 were the following:
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.
The Board of Directors consists of the following members at March 31, 2022:
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.
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.
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.
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.
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.
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%.
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).
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.
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.
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 |
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.
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 |
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:
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 |
| 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 |
Aedas Homes, S.A.
For the year ended March 31, 2022
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.:
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:
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.
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 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.
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 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 |
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.
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:
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.
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.
Given the Company's scant exposure to markets outside the Eurozone, exposure to foreign exchange risk is considered immaterial.
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.
Given Aedas Homes S.A.'s business lines, it does not engage in any a significant research and development activities.
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.
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.
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.
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).
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.
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.
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.
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:
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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.