ONE UNITED PROPERTIES SA Separate financial statements for the year ended 31 December 2025 Prepared in accordance with the Ministry of Finance Order no. 2844/2016 for the approval of accounting regulations compliant with the International Financial Reporting Standards
CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1-5 SEPARATE STATEMENT OF FINANCIAL POSITION 6 SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 7 SEPARATE STATEMENT OF CHANGES IN EQUITY 8-9 SEPARATE STATEMENT OF CASH FLOWS 10 NOTES TO THE SEPARATE FINANCIAL STATEMENTS 11-48
ONE UNITED PROPERTIES SA STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 6 Statement of financial position Note 31 December 2025 31 December 2024 ASSETS Non-current assets Intangible assets 84,358 84,358 Property, plant and equipment 5,745 9,833 Investments in subsidiaries and associates 6 754,445,795 453,163,204 Loans granted to subsidiaries and associates 7 606,280,007 744,649,715 Loans granted to others 7 5,829,657 - Deferred tax assets 11 92,269 88,253 Other non-current assets 8 63,662,461 63,450,850 Total non-current assets 1,430,400,292 1,261,446,213 Current assets Trade receivables 9 2 5,173,222 59,855,430 Other receivables 9 141,614,667 139,648,069 Prepayments 140,253 17,703,252 Loans granted to subsidiaries and associates 7 98,337,003 43,495,913 Loans granted to others 7 13,810,562 - Cash and cash equivalents 10 64,751,984 141,783,900 Total current assets 343,827,691 402,486,564 TOTAL ASSETS 1,774,227,983 1,663,932,777 EQUITY AND LIABILITIES Equity Share capital 12 1,105,000,000 1,105,831,013 Share premium 12 114,833,373 114,833,373 Own shares 12 (29,472,421) (14,326,329) Other capital reserves 12 4,307,774 13,852,860 Legal Reserves 12 42,998,905 31,335,174 Retained earnings 285,872,562 180,873,202 Total equity 1,523,540,193 1,432,399,293 Non-current liabilities Other payables 1 3 1,531,233 359,393 Total non-current liabilities 1,531,233 359,393 Current liabilities Trade payables 13 464,359 1,019,069 Other payables 1 3 243,93 0,304 221,243,577 Current tax liabilities 11 4,761,894 8,911,445 Total current liabilities 249,156,557 231,174,091 Total liabilities 250,687,790 231,533,484 TOTAL EQUITY AND LIABILITIES 1,774,2 27,9 8 3 1,663,932,777 The separate financial statements were approved by the Management of the Company, authorized for issue on 23 March 2026 and signed on its behalf by: Victor Capitanu Valentin-Cosmin Samoila Administrator Chief Financial Officer
ONE UNITED PROPERTIES SA STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 7 Statement of profit or loss and other comprehensive income Note 31 December 2025 31 December 2024 Revenues from dividends 1 6 161,526,945 76,250,730 Revenues from interest 16 45,962,331 39,514,552 Total operating revenues 207,489,276 115,765,282 Net gain on disposal of investment in subsidiaries and associates 14 18,733,123 (165,949) Other revenues 1 4 22,413 18,335,737 Total revenues from ordinary activities 226,244,812 133,935,070 Amortisation, depreciation and impairment of net reversals 15 (5,633,009) 873,721 Administrative expenses 1 5 (429,177) (1,310,128) Other operating expenses 15 (5,646,260) (7,438,028) Total expenses from ordinary activities (11,708,446) (7,874,435) Result from ordinary activities 214,536,366 126,060,635 Other financial revenues 17 18,738,253 81,083 Result before tax 233,274,619 126,141,718 Tax expenses 11 (7,825,983) (5,148,847) Net result of the period 225,448,636 120,992,871 Total comprehensive income for the period 225,448,636 120,992,871 Basic earnings per share attributable to equity holders 21 2.0392 0.0285 Diluted earnings per share attributable to equity holders 21 2.0306 0.0283 The separate financial statements were approved by the Management of the Company, authorized for issue on 23 March 2026 and signed on its behalf by: Victor Capitanu Valentin-Cosmin Samoila Administrator Chief Financial Officer
ONE UNITED PROPERTIES SA STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 8 Statement of changes in equity Notes Share Capital Share premiums Other capital reserves Own shares Legal Reserves Retained earnings Total equity Balance as at 1 January 2025 1,105,831,013 114,833,373 13,852,860 (14,326,329) 31,335,174 180,873,202 1,432,399,293 Profit for the period - - - - - 225,448,636 225,448,636 Dividends allocated from the statutory profit 12 - - - - - (117,110,089) (117,110,089) Issue of ordinary shares 12 - - - - - - - Issu of ordinary shares – other reserves conversion 12 7 - (7) - - - - Reduction in share capital – annulment/cancelation of own shares 12 (831,020) - - 2,485,867 - (1,654,847) - Transfer of legal reserves in/to retained earnings 12 - - - - 11,663,731 (11,663,731) - Acquisition of own shares 12 - - - (17,631,959) - - (17,631,959) Stock option plan 12 - - (9,545,079) - - 9,979,391 434,312 Balance as at 31 December 2025 1,105,000,000 114,833,373 4,307,774 (29,472,421) 42,998,905 285,872,562 1,523,540,193
ONE UNITED PROPERTIES SA STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 9 Statement of changes in equity Notes Share Capital Share premiums Other capital reserves Own shares Legal Reserves Retained earnings Total equity Balance as at 1 January 2024 759,530,863 91,530,821 21,140,590 (3,468,115) 25,028,088 159,003,580 1,052,765,827 Profit for the period - - - - - 120,992,871 120,992,871 Dividends allocated from the statutory profit 12 - - - - - (76,118,484) (76,118,484) Issue of ordinary shares 12 346,300,150 23,302,552 - - - - 369,602,702 Transfer of legal reserves in/to retained earnings 12 - - - - 6,307,086 (6,307,086) - Acquisition of own shares 12 - - - (10,858,214) - - (10,858,214) External costs directly attributable to the issuance of ordinary shares - - - - - (465,334) (465,334) Stock option plan 12 - - (7,287,730) - - (16,232,345) (23,520,075) Balance as at 31 December 2024 1,105,831,013 114,833,373 13,852,860 (14,326,329) 31,335,174 180,873,202 1,432,399,293
ONE UNITED PROPERTIES SA AND SUBSIDIARIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 10 31 December 2025 31 December 2024 Cash flows from operating activities Result for the year 225,448,636 120,992,871 Adjustments for: Amortization 15 4,089 242,285 Depreciation, impairment, provision net of reversals 15 5,628,920 (1,116,006) Share-based payments 12 434,312 6,023,118 Unrealised foreign exchange loss/(gain) (20,454,678) (44,596) Interest income 1 6 (45,962,331) (39,514,552) Income tax expenses 11 7,825,983 5,148,847 Dividends income 1 6 (161,526,945) (76,250,730) (Gain)/Loss from sale(disposal) of investments (18,733,123) 165,949 Changes in working capital (Increase)/Decrease in trade and other receivables (25,418,93 8) (512,901) Increase/(Decrease) in trade and other payables 25,296,772 (49,565,278) (Increase)/Decrease in other non-current assets (211,611) (4,917,407) Increase/(Decrease) in other non-current liabilities 1,171,840 (110,802) Net cash from operating activities (6,497,074) (39,459,202) Additional loans granted 7 (806,944,755) (690,037,381) Repayment of loans granted 7 723,223,235 615,183,443 Interest collected for loan 7 23,928,250 14,147,328 Acquisition of property, plant and equipment - (6,335) Acquisition of intangible assets - (10,922) Acquisition/Investment of/in subsidiaries and associates (123,605,915) (74,275,185) Other amounts in relation with transactions with minorities 17,449,423 (17,411,100) Sale/Investment of/in subsidiaries and associates 23,766,923 13,540 Dividends received 161,526,945 74,250,730 Interest received 3,196,056 4,113,910 Net cash flows used in investing activities 22,540,162 (74,031,972) Dividends paid (75,443,045) (110,202,190) Proceeds from issue of share capital and share premium - 340,059,509 Acquisition of own shares (17,631,959) (10,858,214) External costs paid for issues of new shares - (465,334) Net cash from financing activities (93,075,004) 218,533,771 Net changes in cash and cash equivalents (77,031,916) 105,042,597 Cash and cash equivalents at the beginning of the year 10 141,783,900 36,741,303 Cash and cash equivalents at the end of the year 1 0 64,751,984 141,783,900
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 11 NOTE 1. CORPORATE INFORMATION The separate financial statements of One United Properties SA for the year ended 31 December 2025 were approved by the board of directors and authorized for issue on 23 March 2026. One United Properties SA (the “Company”), was established in 2007 according to Law no. 31/1990, having as object ownership and management of investments in subsidiaries and associates, which have as main activity real estate development and sale. The Company has fiscal code RO22767862 and is registered with the Trade Registry under no. J40/21705/2007. The registered office of the Company is at Maxim Gorki Street 20, Bucharest, district 1 and second office at Calea Floreasca no 159, Building One Tower, Bucharest, district 1. The share capital of the Company is RON 1,105,000,000 divided into 110,500,000 shares at a nominal value of RON 10/ each (2024: RON 0.2/each). One United Properties SA is owned by OA Liviu Holding Invest SRL (represented by Mr. Andrei Diaconescu) and Vinci Ver Holding SRL (represented by Mr. Victor Capitanu) holding 25.5391% each and other shareholders holding 48.9218%. All shares are paid in full. The Company shares floated on Bucharest Stock Exchange (BVB) on 12 July 2021, following an initial public offering that took place between 22 June 2021 and 02 July 2021, during which the company raised RON 259,112,477.28 for further developments and investments in both the residential and office segments. As of 20 September 2021, the Company shares are included in the BET index, which follows the evolution of the 19 most liquid companies listed on the Bucharest Stock Exchange. On 20 December 2021, the Company shares entered the FTSE Global All Cap index. The global index provider FTSE Russell announced, following the quarterly review, that the Company’s shares are included, as of 20.06.2022, in the FTSE EPRA Nareit EMEA Emerging Index. The Company is a holding having as main CAEN code according to the Romania law, 642 “Holding Activities”. The revenues generated by the Company are also related to secondary activities such as administrative support offered to its subsidiaries and associates. These are regrouped under the CAEN code 7022 “Activities related to business and management advisory services”. The Company had the following subsidiaries and associates undertakings as at 31 December 2025 and 31 December 2024: Name of the subsidiary and associates Activity % ownership as at 31 December 2025 % ownership as at 31 December 2024 Registered office One Modrogan SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Peninsula SRL (former One Herastrau Park Residence SA) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Herastrau Plaza SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Verdi Park SRL Real estate developer in Bucharest 100.00% 95.00% Maxim Gorki street 20, Bucharest, district 1 X Architecture & Engineering Consult SRL Architecture services for group and non-group projects 60.00% 60.00% Maxim Gorki street 20, Bucharest, district 1 One Mircea Eliade Properties SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Long Term Value SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Herastrau Towers SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Park SRL (former One Herastrau Properties SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Skia Real Estate SRL Operational services – project development 51.00% 51.00% Maxim Gorki street 20, Bucharest, district 1 One Lake District SRL (former One District Properties SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One North Lofts SRL (former One North Gate SA) Real estate developer in Bucharest 9 8.57% 97.57% Maxim Gorki street 20, Bucharest, district 1 One United Tower SRL (former One United Tower SA) Real estate developer in Bucharest 71.46% 71.46% Maxim Gorki street 20, Bucharest, district 1
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 12 NOTE 1. CORPORATE INFORMATION (continued) Name of the subsidiary and associates Activity % ownership as at 31 December 2025 % ownership as at 31 December 2024 Registered office Neo Floreasca Lake SRL Real estate developer in Bucharest 95.00% 95.00% Maxim Gorki street 20, Bucharest, district 1 One Mamaia Nord SRL (former Neo Mamaia SRL) Real estate developer in Constanta 95.00% 95.00% Maxim Gorki street 20, Bucharest, district 1 One Timpuri Noi SRL (former Neo Timpuri Noi SRL) Real estate developer in Bucharest 95.00% 95.00% Maxim Gorki street 20, Bucharest, district 1 One Herastrau Vista SRL (former Neo Herastrau Park SRL) Real estate developer in Bucharest 95.00% 95.00% Maxim Gorki street 20, Bucharest, district 1 One Floreasca Towers SRL (former One Herastrau IV SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Long Term Investments SRL (former One Herastrau Real Estate SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Park Office SRL (former One Cotroceni Park Office SA) Real estate developer in Bucharest 71.56% 67.56% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Park Office Faza 2 SRL (former One Cotroceni Park Office Faza 2 SA) Real estate developer in Bucharest 71.56% 67.56% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Park Office Faza 4 SRL (former One Cotroceni Park Office Faza 3 SA) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 19 SRL (former One Mamaia SRL) Real estate developer in Constanta 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 4 SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Plaza Athenee SRL (former One Proiect 3 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 5 SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Herastrau City SRL (former One Proiect 7 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One High District SRL (former One Proiect 1 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Lake Club SRL (former One Proiect 6 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Carpathian Lodge Magura SRL (former Carpathian Estate SRL, former One Carpathian Lodge- Magura SRL) Real estate developer in Bucharest 66.72% (indirect subsidiary) 66.72% (indirect subsidiary) Maxim Gorki street 20, Bucharest, district 1 Reinvent Energy SRL Electric and sanitary Installations for real estate 20.00% 20.00% Baba Novac street no. 8A, Bucharest, district 3 One Herastrau Office Properties SRL Real estate developer 30.00% 30.00% Maxim Gorki street 20, Bucharest, district 1 Glass Rom Impex SRL Construction 20.00% 20.00% Metalurgiei street no. 452, Bucharest, district 4 One Property Support Services SRL Property management 0.00% 20.00% Spl. Independentei street no. 202, Bucharest, district 6 Skia Financial Services SRL Services 40.00% (indirect participation) 40.00% (indirect participation) Bucharest One Proiect 8 SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One City Club SRL (former One Proiect 9 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 13 NOTE 1. CORPORATE INFORMATION (continued) Name of the subsidiary and associates Activity % ownership as at 31 December 2025 % ownership as at 31 December 2024 Registered office One Downtown SRL (former One Proiect 10 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 24 SRL (former One United Italia SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One United Management Services SRL Management services 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Bo Retail Invest SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One M Hotel SRL (former One Proiect 12 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Towers SRL (former One Proiect 14 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Gallery Floreasca SA (former One Proiect 15 SRL) Real estate developer in Bucharest 60.00% 90.00% Maxim Gorki street 20, Bucharest, district 1 One Park Line SRL (former One Proiect 16 SRL) Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Real Habitat Office Building SRL (former One Technology District SRL) Real estate developer in Bucharest 56.56% 57.40% Maxim Gorki street 20, Bucharest, district 1 One Proiect 18 SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Bucur Obor SA Lease of retail space 59.60% (indirect subsidiary) 54.44% (indirect subsidiary) Colentina, street 2, Bucharest, district 2 Eliade Tower SRL Renting office premises in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Victoriei Plaza SRL (former Mam Imob Business Center SRL) Renting office premises in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 11 SRL Real estate developer in Bucharest 100.00% (indirect subsidiary) 100.00% (indirect subsidiary) Maxim Gorki street 20, Bucharest, district 1 One Proiect 20 SRL Real estate developer in Bucharest 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 22 SRL Real estate developer in R omania 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 One Proiect 21 SRL Real estate developer in Romania 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Veora Project 1 SRL Real estate developer in Romania 100.00% 100.00% Maxim Gorki street 20, Bucharest, district 1 Propcare SRL Property management services 80.00% 80.00% Maxim Gorki street 20, Bucharest, district 1 One Baneasa Airpark SRL (former One Proiect 23 SRL) Real estate developer in Romania 70.00% 70.00% Maxim Gorki street 20, Bucharest, district 1 Prelude 2000 SRL Real estate developer in Romania 100.00% (indirect subsidiary) 0.00% Maxim Gorki street 20, Bucharest, district 1 MK Discount SRL Holding 49.00% 0.00% Maxim Gorki street 20, Bucharest, district 1 Mozaic IM SRL Real estate developer in Romania 100.00% (indirect subsidiary) 0.00% Romania Mozaic AP SRL Real estate developer in Romania 100.00% (indirect subsidiary) 0.00% Romania Jefyval Holdings Limited Holding 100.00% (indirect subsidiary 0.00% Cyprus Prestige Hospitality SRL Services 20.00% (indirect participation) 0.00% Maxim Gorki street 20, Bucharest, district 1 Sunset Lake Investitii SRL Real estate developer 35.00% (indirect participation) 0.00% Romania
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 14 NOTE 1. CORPORATE INFORMATION (continued) The holding company are consolidated the subsidiaries, as per table below: Scope of consolidation Subsidiaries full consolidation Associates at equity Total Balance on 31 December 2024 53 7 60 Acquisitions 4 3 7 Under liquidation - (1) (1) Balance on 31 December 2025 57 9 66 For further information, please refer to Note 6 Investments in subsidiaries and associates. NOTE 2. GENERAL INFORMATION 2.a Basis of preparation The separate financial statements (“financial statements”) of the Company have been prepared in accordance with the provisions of the Ministry of Finance Order no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards (“IFRS”) as adopted by the European Union, with all subsequent modifications and clarifications. The Company also prepares consolidated financial statements in accordance with the Ministry of Finance Order no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications. The accompanying separate financial statements are based on the statutory accounting records of the Company, adjusted and reclassified in order to obtain a fair presentation, according to IFRS. The separate financial statements provide comparative information in respect of the previous period. The Company’s financial statements have been prepared on a historical cost basis, except for financial assets and liabilities (where the case) at fair value through profit or loss which are measured at fair value. The separate financial statements are presented in RON, except where otherwise indicated. The Company has prepared IFRS financial statements which comprise the statement of financial position, statement of profit or loss and other comprehensive income, statement of cash flows and statement of changes in equity for the year ended 31 December 2025, notes comprising a summary of significant accounting policies and other explanatory information. The separate financial statements have been prepared on the basis of the valuation principles allowed by IFRS. 2.b Going concern The Management have considered the appropriateness of adopting the going concern basis in preparing the separate financial statements. The Company’s going concern assessment covers the period to 31 December 2026 (the “going concern period”), being at least 12 months from the date of authorisation of these separate financial statements. Management has assessed the Company’s ability to continue as a going concern, taking into account its financial position and cash flow forecasts. Based on this assessment, management believes that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis, which means that the Company will continue its activity in the foreseeable future, the current results estimated by the management and shareholders being considered solid. 2.c Standards, amendments and new interpretations of the standards The accounting policies adopted are consistent with those of the previous financial year except for the following amended IFRSs which have been adopted by the Company as of 1 January 2025. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective and anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 15 NOTE 2. GENERAL INFORMATION (continued) 2.c Standards, amendments and new interpretations of the standards (continued) New and amended standards and interpretations effective for the current reporting period In the current year, the Company has applied amendments to IAS 21 “Lack of Exchangeability” issued by the International Accounting Standards Board (IASB) and adopted by the EU that are mandatorily effective for reporting period that begins on or after 1 January 2025. Adoption of those amendments has not had any material impact on the disclosures or on the amounts reported in these financial statements. New and revised IFRS Accounting Standards in issue and adopted by the EU but not yet effective At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued by IASB and adopted by the EU but are not yet effective:  Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments issued by IASB on 30 May 2024. Amendments clarify the classification of financial assets with environmental, social and corporate governance (ESG) and similar features. Amendments also clarify the date on which a financial asset or financial liability is derecognised and introduce additional disclosure requirements regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features.  Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity issued by IASB on 18 December 2024. The own-use requirements in IFRS 9 are amended to include the factors an entity is required to consider when applying IFRS 9:2.4 to contracts to buy and take delivery of renewable electricity for which the source of production of the electricity is nature-dependent. The hedge accounting requirements in IFRS 9 are amended to permit an entity using a contract for nature- dependent renewable electricity with specified characteristics as a hedging instrument to designate a variable volume of forecast electricity transactions as the hedged item if specified criteria are met and to measure the hedged item using the same volume assumptions as those used for the hedging instrument. Amendments to IFRS 7 and IFRS 19 to introduce disclosure requirements about contracts for nature-dependent electricity with specified characteristics.  Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7: Annual Improvements to IFRS Accounting Standards - Volume 11 issued by IASB on 18 July 2024. These amendments include clarifications, simplifications, corrections and changes in the following areas: (a) hedge accounting by a first-time adopter (IFRS 1); (b) gain or loss on derecognition (IFRS 7); (c) disclosure of deferred difference between fair value and transaction price (IFRS 7); (d) introduction and credit risk disclosures (IFRS 7); (e) lessee derecognition of lease liabilities (IFRS 9); (f) transaction price (IFRS 9); (g) determination of a ‘de facto agent’ (IFRS 10); (h) cost method (IAS 7).  Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture issued by IASB on 11 September 2014. The amendments address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. These amendments had no impact on the individual financial statements of, nor is there expected to be any future impact to the Company. New and revised IFRS Accounting Standards in issue but not adopted by the EU  IFRS 18 Presentation and Disclosures in Financial Statements issued by IASB on 9 April 2024 will replace IAS 1 Presentation of Financial Statements. Standard introduces three sets of new requirements to improve companies’ reporting of financial performance and give investors a better basis for analysing and comparing companies. The main changes in the new standard compared with IAS 1 comprise: (a) The introduction of categories (operating, investing, financing, income tax and discontinued operations) and defined subtotals in the statement of profit or loss; (b) the introduction of requirements to improve aggregation and disaggregation; (c) The introduction of disclosures on Management-defined Performance Measures (MPMs) in the notes to the financial statements.  IFRS 19 Subsidiaries without Public Accountability: Disclosures issued by IASB on 9 May 2024 and amended by IASB on 21 August 2025. Standard permits a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements. IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it.  Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency issued by IASB on 13 November 2025. Amendments clarify how companies should translate financial statements from a non-hyperinflationary currency into a hyperinflationary one.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 16 NOTE 2. GENERAL INFORMATION (continued) 2.c Standards, amendments and new interpretations of the standards (continued)  IFRS 14 Regulatory Deferral Accounts issued by IASB on 30 January 2014. This standard is intended to allow entities that are first-time adopters of IFRS, and that currently recognise regulatory deferral accounts in accordance with their previous GAAP, to continue to do so upon transition to IFRS.  Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture issued by IASB on 11 September 2014. The amendments address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business IFRS 18 Presentation and Disclosure in Financial Statements was issued by the IASB and will replace IAS 1 Presentation of Financial Statements. The standard introduces new requirements for the structure and presentation of financial statements, particularly in the statement of profit or loss, with the aim of improving comparability and transparency of financial information for users. Under IFRS 18, entities will be required to classify income and expenses into defined categories such as operating, investing and financing activities, and to present specific subtotals, including operating profit. For real estate entities, this may affect how certain items—such as fair value changes of investment properties, rental income, and related operating expenses— are presented within the statement of profit or loss. IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. The Company is currently assessing the impact of the new standard on the presentation and disclosures in its financial statements. Based on the initial assessment, the adoption of IFRS 18 is not expected to have a significant impact on the recognition or measurement of the Company’s assets, liabilities, income or expenses, but it may lead to changes in the presentation of certain items in the statement of profit or loss and additional disclosures in the notes to the financial statements. In relation to the other accounting standards, the Company is in the process to analyse all these amendments but do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods. NOTE 3. ACCOUNTING POLICIES The accounting policies presented below were consistently applied for all periods shown in these separate financial statements by the Company. 3.1 Current versus non-current classification The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:  Expected to be realised or intended to be sold or consumed in the normal operating cycle  Held primarily for the purpose of trading  Expected to be realised within twelve months after the reporting period Or  Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when:  It is expected to be settled in the normal operating cycle  It is held primarily for the purpose of trading  It is due to be settled within twelve months after the reporting period Or  It does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 17 NOTE 3. ACCOUNTING POLICIES (continued) 3.2 Revenue Revenue is recognised when the performance obligation associated with the sale is completed. The transaction price comprises the fair value of the consideration received or receivable, net of value added tax, rebates and discounts and after eliminating sales within the Company. The Company’s key sources of income include:  Revenues from dividends and interest  Other revenues  Net gain on disposal of investment in subsidiaries and associates 3.2.1 Revenues from dividends and interest The Company earned revenue from dividends from its subsidiaries. Dividend income is recognised when the Company’s right to receive the dividend is established, at the date of approval by shareholders of respective subsidiary the distribution of interim or annual dividends. The income is reported under total operating revenue in the statement of profit and loss and other comprehensive income and reflects the distribution of profits from subsidiary entities. The dividends were declared based on the subsidiaries respective earnings of the year. Interest income arising from loans provided to subsidiaries and associates is recognised on an accrual basis and is included in revenue in the statement of profit or loss. 3.2.2 Other revenues Other revenues are mainly related to invoicing of costs associated to consultancy and management services provided to its subsidiaries and related parties. 3.2.3 Net gain on disposal of investment in subsidiaries and associates Upon disposal of an interest in a subsidiary, the Company recognises in profit or loss the difference between the proceeds received from the transaction and the carrying amount of the investment disposed of. The resulting gain or loss is presented in profit or loss as net gain/(loss) on disposal of investments in subsidiaries. 3.3 Foreign currencies The Company’s separate financial statements are presented in RON, which is also the functional currency. Transactions and balances Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. In determining the spot exchange rate to use on initial recognition of the related asset, liability, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration. 3.4 Investment in subsidiaries and associates A subsidiary is an entity over which the Company has control. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 18 NOTE 3. ACCOUNTING POLICIES (continued) 3.4 Investment in subsidiaries and associates (continued) An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control over those policies. Investments in subsidiaries and associates follow the principles and accounting treatment indicated in IAS 27 “Separate Financial Statements”. This standard applies when an entity prepares separate financial statements that comply with International Financial Reporting Standards. Initial recognition and measurement Investments in subsidiaries and associates are booked at the purchase date, at their acquisition cost. Subsequent measurement For purposes of subsequent measurement, the Company measures investments in subsidiaries and associates at cost. The Company assess at the end of each reporting period whether there is any indication that the investment in subsidiaries and associates may be impaired. If any such indication exists, the Company estimates the recoverable amount of the investment in subsidiaries and associates. An annual impairment test is performed. For the impairment test, for each investment, the Company obtains the fair value, based on external valuation reports. For subsidiaries and associates for which there is no external valuation report, the Company uses the most reliable fair value proxy, such as its share in the IFRS net assets. An impairment loss is booked in the profit and loss and corresponds to the amount by which the carrying amount exceeds its recoverable amount. Upon loss of significant influence over the associate, the Company measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss. Loans granted to associates are assessed to determine whether they form part of the Company’s net investment in the associate. The Company applies IFRS 9, including the impairment requirements, to long-term interests in an associate to which the equity method is not applied and which form part of the net investment in the investee. Dividends from subsidiaries and associates In line with IAS 27, dividends from a subsidiary or an associate are recognised in the separate financial statements of an entity when the entity’s right to receive the dividend is established. The dividend is recognised in profit or loss. 3.5 Impairment of non-financial assets An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. 3.6 Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial Assets Initial recognition and measurement Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 19 NOTE 3. ACCOUNTING POLICIES (continued) 3.6 Financial instruments (continued) The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. As the Company’s trade and other receivables do not contain a significant financing component, they are measured at the transaction price determined under IFRS 15. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. This analysis was performed for all financial assets held by the Company and all financial assets have passed the SPPI test. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows. This is the case of loans granted to subsidiaries or associates. Subsequent measurement For purposes of subsequent measurement, the Company measures financial assets at amortised cost if both of the following conditions are met:  The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows And  The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Since the Company’s financial assets (loans issued, trade and other receivables, cash and short-term deposits) meet these conditions, they are subsequently measured at amortised cost. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Company’s separate statement of financial position) when:  The rights to receive cash flows from the asset have expired Or  The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 20 NOTE 3. ACCOUNTING POLICIES (continued) 3.6 Financial instruments (continued) Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.  Impairment of financial assets The impairment of financial assets is done in two steps: analysis of third party expected credit loss and analysis of financial assets related to intra-group entities, namely subsidiaries and associates.  Impairment of third-party related financial assets The Company recognises an allowance for expected credit losses (ECLs) for all third-party receivables held by the Company. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. For trade and other receivables related to third party customers, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date (i.e., a loss allowance for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default). The Company has established a provision matrix that is based on its historical credit loss experience, specific to the debtors and the economic environment. The Company considers a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full. Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the debtor. Financial assets are written off when there is no reasonable expectation of recovery. Irrespective of the above analysis, the Company considers that default has occurred when a financial asset related to third parties is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. For these financial assets related to third parties which are due more than 90 days, the Company performs cash collection procedures. Most part of the financial assets are represented by intra-group balances.  Impairment of intra-group financial assets Intra-group balances are mainly related to loans granted to subsidiaries and associates and trade & other receivables with companies from the group. Exposures classified as Stage 1 In order to assess the expected credit losses (ECLs) for these balances the Company proceeds to an analysis line by line of the risk attached to each counterparty. All financial assets are systematically classified at the initial stage in “Stage 1”. In general, all amounts are settled in maximum one year after the finalization of the projects. Furthermore, historical data shows that no intra-group company has been in default. Exposures classified as Stage 2 To identify Stage 2 exposures, the significant increase in credit risk compared to the date of initial recognition is assessed by the Company using all available past and forward-looking data (past track record in respect of payments, macroeconomic forecast scenarios, sector analyses, cash flow projections for some counterparties, etc.). The Company uses one main criteria to assess the significant changes in the credit risk: the change of the classification of the counterparty in “sensitive” which will be the case when the Company identifies significant changes in its operating sector, in macroeconomic conditions and in the expected profitability of the project of the counterparty. This is an indication of a deterioration in the credit risk. Once this criteria is met, the relevant outstanding exposure is transferred from Stage 1 to Stage 2 and related impairments or provisions are adjusted accordingly. Furthermore, the Company carries out an assessment of a significant increase in credit risk for all loans, at each reporting date.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 21 NOTE 3. ACCOUNTING POLICIES (continued) 3.6 Financial instruments (continued) Exposures classified as Stage 3 The Company considers a financial asset to be in default, and thus, in Stage 3, when internal or external information indicates that the counterparty is unlikely to receive the outstanding contractual amounts in full. Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the debtor. In this case, the relevant outstanding exposure is transferred from Stage 1 or Stage 2 to Stage 3 and related impairments or provisions are adjusted accordingly. For the year ended 31 December 2025 and 31 December 2024, an ECL provision has been booked for intra-group financial assets, as based on the analysis performed by the Company. Financial liabilities Initial recognition and measurement The Company’s financial liabilities comprise interest-bearing loans and borrowings, lease liabilities and trade and other payables. Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of all financial liabilities except derivative financial instruments, net of directly attributable transaction costs. Subsequent measurement For purposes of subsequent measurement, all financial liabilities, except derivative financial instruments, are subsequently measured at amortised cost using the effective interest rate method (EIR). Gains and losses are recognized in profit or loss when the liabilities are derecognized, as well as through the EIR amortisation process. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the separate statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 3.7 Cash and short-term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. For the purpose of the separate statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 22 NOTE 3. ACCOUNTING POLICIES (continued) 3.8 Trade receivables A trade receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer also to the accounting policies on financial assets in this note for more information. 3.9 Taxes Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in OCI or in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences, except:  When the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss;  In respect of taxable temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:  When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.  In respect of deductible temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 23 NOTE 3. ACCOUNTING POLICIES (continued) 3.9 Taxes (continued) The Company offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 3.10 Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. 3.11 Share-based payments Employees (senior executives) of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized in administrative expenses, together with a corresponding increase in other reserves in equity, over the period in which the service conditions and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity- settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in administrative expenses. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 24 NOTE 3. ACCOUNTING POLICIES (continued) 3.12 Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:  In the principal market for the asset or liability Or  In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: - Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities - Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable - Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above. 3.13 Expenses Typically, the expenses are recognized and recorded in the same period as the revenues associated with those expenses (under accrual accounting). The Company classifies expenses by the nature of expenses. 3.14 Dividends and share capital increase Dividends are distributed from the annual net distributable profit based on the audited individual annual financial statements, after their approval by the Company's Ordinary General Meeting ("OGMS") and after the approval of the dividend proposal by the OGMS. The distributable profit represents the part of the net profit of the financial year that can be distributed as dividends after legal and statutory distributions have been made, such as the distribution for the legal reserve and, where applicable, the use of the net profit for other purposes prescribed by law (for example, coverage of accounting losses from the previous year, if applicable). Shareholders receive dividends in proportion to their share in the paid-up share capital of the Company, no right of priority or preference over the distribution of dividends in favour of any shareholder being applicable. The proposal regarding the distribution of dividends made by the Board of Directors will be submitted to the vote of the OGMS, as a rule, in the same meeting in which the Company's audited financial statements are approved, respectively no later than within four (4) months from the end of the financial year, respectively during the third quarter of the year in respect of any interim dividend distributions or distributions from retained earnings. The Company will be able to pay the dividends also in the form of shares of the same class as those giving the right to these dividends. The Company is carrying out share capital increase operation to diversify the shareholders base, increase liquidity and raise capital for further expanding the pipeline. The decision of the Board of Directors, in accordance with the Resolution of the Extraordinary General Meeting of the Shareholders approve the increase of the share capital. The participants to the share capital increase are existing shareholders, local and international institutional investors, qualified investors, retail investors.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 25 NOTE 3. ACCOUNTING POLICIES (continued) 3.15 Contingencies Contingent liabilities represent possible or existing obligations arising from past events, in cases where it is not probable that an outflow of resources will be required to settle the obligation. The contingent liabilities that are not recognised on Company’s balance sheet are evaluated with respect to the probability of their occurrence. If an outflow of resources embodying economic benefits is neither sufficiently probable to require the recognition of a provision nor improbable, the obligations are recognised as contingent liabilities. NOTE 4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS In applying the Company’s accounting policies, which are described in note 3, the management are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. For preparing the separate financial statements according to IFRS adopted by the EU, the Company makes estimates and assumptions related to future developments that might have a significant effect on the recognition of the value of the reported assets and liabilities, presentation of contingent liabilities as at the preparation date of the separate financial statements and the revenue and expenses reported for the respective period. 4.a Judgements In the process of applying the Company accounting policies, the management made the following judgments, which have the most significant effect on the amounts recognized in the separate financial statements: 4.a.1 Other revenues Consultancy and management services are invoiced by the Company to other legal entities which are related parties. Management fees are invoiced according to the contractual terms and conditions. 4.a.2 Impairment of current and non-current assets The company considered the impairment of investment and loan balances, including those held in subsidiaries that made capital injections, in accordance with IAS 36, IFRS 9 and its accounting policy. Given the inherent estimation and complexity in assessing both the carrying value of a subsidiary or joint venture company, and the expected credit loss of intercompany loans, this was identified as a judgement with effect on the amounts recognized in the separate financial statements. NOTE 5. RISK MANAGEMENT 5.1. General objectives, policies and processes The Company’s activities may give rise to various risks. Management is aware of and monitors the effects of those risks and events that may have adverse effects on the entity’s operations. The main risks to which the Company is exposed may be classified as follows: Financial risks: - Credit risk - Liquidity risk - Market risk, which includes interest rate risk, foreign exchange risk and price risk Other risks: - Operating risk - Strategic risk
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 26 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks This note provides information on the Company’s exposure to the risks mentioned above, the Company’s objectives, policies and processes to manage the risks and the methods used to measure them. More quantitative information on these risks is presented in these separate financial statements. There were no material changes in the entity’s exposure to the risks of a financial instrument, objectives, policies, and processes to manage those risks, or the methods used to measure them in prior periods, unless otherwise specified in this note. The Entity is primarily exposed to risks arising from the use of financial instruments. A summary of the financial instruments held by the entity, depending on the classification category, is presented below: Description Long term financial assets 31 December 2025 31 December 2024 Investments in subsidiaries and associates 754,445,795 453,163,204 Loans granted to subsidiaries, associates and others 612,109,664 744,649,715 Total 1,366,555,459 1,197,812,919 Description Trade receivables, short-term deposits and loans and cash and cash equivalents 31 December 2025 31 December 2024 Trade receivables 25,173,222 59,855,430 Other receivables 141,614,667 139,648,069 Loans granted to subsidiaries, associates and others 112,147,565 43,495,913 Cash and cash equivalents 64,751,984 141,783,900 Total 343,687,438 384,783,312 Description Financial liabilities at amortised cost 31 December 2025 31 December 2024 Trade and other payables 245,925,896 222,622,039 Total 245,925,896 222,622,039 Management has the overall responsibility for determining risk management objectives, policies and processes while retaining ultimate responsibility in this respect. The overall objective of management is to set policies that aim at mitigating risks as much as possible without unjustifiably affecting the Entity’s competitiveness and flexibility. Further details on these policies are provided below: 5.2.1. Credit risk The carrying amounts of financial assets represent the Company’s maximum exposure to credit risk for existing receivables. Credit risk is the risk that the Company will incur a financial loss as a result of non-fulfilment of the contractual obligations by a client or counterparty to a financial instrument, and this risk arises mainly from the Company’s trade receivables, cash and cash equivalents, and short-term deposits. Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with its policies. The Company’s maximum exposure to credit risk for the components of the statement of financial position at 31 December 2025 and 31 December 2024, respectively, is the carrying amounts of each class of financial instruments.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 27 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) 5.2.1. Credit risk (continued) In the course of its business, the Company is subject to credit risk, particularly due to trade receivables and bank deposits. The Company management constantly and closely monitors exposure to credit risk. The intra-group customers’ outstanding balances were also analysed individually for creditworthiness and after the assessment performed, management considers that the credit quality of the various receivables is good in respect of the amounts outstanding and therefore credit risk is considered to be low and therefore immaterial. As required by IFRS 9, the Company used the simplified approach in calculating ECL for trade receivables related to third parties and that did not contain a significant financing component. The Company performed the allowance trade receivable analysis taking in consideration historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Also, the outstanding balances from customers at 31 December were analysed for collections in the subsequent period until the issue of these financial statements and minimal risk of non- collection was identified. There is no significant concentration of risk. The Company policy is that surplus cash is placed on deposit with the Company’s main relationship banks and with other banks. The arrangements in place result in a favourable mix between flexibility and interest earnings. The Company’s exposure to credit risk associated cash and cash equivalents is limited using different financial institutions of good standing for investment and cash handling purposes. 5.2.2. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company’s approach to liquidity management is to ensure, as far as possible, that it will have sufficient liquidity to meet its outstanding obligations under both normal and crisis conditions, without incurring major losses or risking affecting the Company’s reputation. The Company prepares budgets, cash flow analyses and forecasts, which enable the Directors to assess the level of financing required for future periods. Budgets and projections are used to assess any future potential investments and are compared to existing funds held on deposit to evaluate the nature, and extent of any future funding requirements. Currently the Company’s liquidity enables it to meet the committed and due payments. During 2025 and 2024, the focus of the business was on operations, liquidity and capital allocation. The Company has access to a sufficient variety of sources of funding which enable it to meet its financial obligations when they become due. The table below shows the remaining contractual maturities for financial liabilities: As at 31 December 2025 Less than 1 year 1 to 5 years Trade and other payables 244,394,663 1,531,233 Total 244,394,663 1,531,233 As at 31 December 2024 Less than 1 year 1 to 5 years Trade and other payables 222,262,646 359,393 Total 222,262,646 359,393 The following table details the due date for the Company’s financial assets. The table below was based on the remaining maturities of the financial assets, including the interest earned on these assets, except for those in which the Company anticipates that the cash flow will take place in a different period. As at 31 December 2025 Less than 1 year 1 to 5 years Cash and cash equivalents 64,751,984 - Trade and other receivables 166,787,889 - Loans granted to subsidiaries, associates and others (*) 112,147,565 6 1 2,1 0 9,6 64 Total 343,687,438 612,109,664
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 28 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) 5.2.2. Liquidity risk (continued) As at 31 December 202 4 Less than 1 year 1 to 5 years Cash and cash equivalents 141,783,900 - Trade and other receivables 199,503,499 - Loans granted to subsidiaries, associates and others (*) 43,495,913 744,649,715 Total 384,783,312 744,649,715 (*) Please note that loans granted to subsidiaries and associates have an undetermined reimbursement date. The classification above was made based on the completion date of the development projects. 5.2.3. Market risk Market risk is the possibility of recording losses or not realizing the estimated profits that result, directly or indirectly, from market price fluctuations, the interest rate or exchange rate related to the Company’s assets and liabilities. Consequently, the main sub- categories of market risk are the following: (i) Interest rate risk: the risk that the fair value of future cash flows or future cash flows for financial instruments will fluctuate in line with interest rate variations; (ii) Foreign currency risk: the risk that the fair value of future cash flows or future cash flows associated with financial instruments will fluctuate in line with exchange rate fluctuations; (i) Interest rate risk Interest rate risk is the risk that the future cash flow of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates is limited by the fact that almost the entire exposures are bearing a fixed interest rate. Financial assets – loans granted The Company has granted several loans to subsidiaries, associates and others. The loans are bearing a fixed interest rate of:  2025: 5.47%  2024: 6.00% Bank deposits held by the Company are short-term deposits, which makes them sensitive to changes in interest rates on the market. The Company’s estimates that the interest rate risk is limited given the fact that almost the entire portfolio of financial assets and liabilities bearing interest are remunerated based on a fixed interest rate. Consequently, no sensitivity analysis has been performed. (ii) Foreign exchange risk Currency risk is the risk that the fair value or future cash flows for financial instruments will fluctuate due to exchange rate fluctuations. The Company is exposed to foreign exchange risk on loans that are denominated in a currency other than the functional currency of the Company. The currency used on the domestic market is the Romanian leu (RON). The currency that exposes the Company to this risk is mainly EUR. The Company’s exposure to the risk of changes in foreign exchange rates relates also to its operating activities (when revenue or expense is denominated in a foreign currency). The carrying amounts of monetary assets and liabilities denominated in foreign currency at the reporting date are as follows:
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 29 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) 5.2.3. Market risk (continued) 31 December 2025 EUR USD TOTAL in RON Monetary assets Cash and cash equivalents 12,564,838 1,485 64,068,274 Loans granted to subsidiaries, associates and others 143,407,283 - 731,162,032 Prepayments and other receivables 24,096 - 122,853 Monetary liabilities Trade and other payables (35,109) - (179,003) Net excess/(exposure) 155,961,108 1,485 795,174,156 31 December 2024 EUR USD TOTAL in RON Monetary assets Cash and cash equivalents 13,744,935 1,525 68,375,965 Loans granted to subsidiaries, associates and others 159,674,466 - 794,236,760 Prepayments and other receivables 28,688 - 142,699 Monetary liabilities Trade and other payables (35,088) - (174,530) Net excess/(exposure) 173,413,001 1,525 862,580,894 Sensitivity analysis for foreign exchange risk  31 December 2025: A 5% appreciation of the RON against the EUR would increase the Company’s profit by RON 39,758,708, while a 5% depreciation of the RON against the EUR as of 31 December 2025 would have a similar, but opposite effect. The 5% sensitivity is the reasonable estimate of management of possible changes in foreign exchange rates.  31 December 2024: A 5% appreciation of the RON against the EUR would increase the Company’s profit by RON 43,129,045, while a 5% depreciation of the RON against the EUR as of 31 December 2024 would have a similar, but opposite effect. The 5% sensitivity is the reasonable estimate of management of possible changes in foreign exchange rates. Sensitivity analysis includes only monetary elements denominated in foreign currency and adjusts their translation at the end of the period for a 5% change in foreign exchange rates. This analysis assumes that all other variables, especially interest rates, remain constant. 5.3. Other risks Management cannot anticipate all the developments that could have an impact on the financial market liquidity, depreciation of financial assets and increased volatility on foreign exchange markets and the effect, if any, which it could have on the separate financial statements. The management of the Company believes that it has taken all the necessary measures to support the sustainability and growth of the company’s business in the current circumstances through: - preparing a liquidity crisis strategy and laying down specific measures together with shareholders’ support to address potential liquidity crises; - constant monitoring of its liquidity position; - short-term forecasting of its liquidity position.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 30 NOTE 5. RISK MANAGEMENT (continued) 5.3. Other risks (continued) The process of risk assessment over the last few years on the international financial markets has affected the performance of these markets, including the Romanian financial and banking market, and raises an increased uncertainty about the future economic development. Determining the compliance with the lending agreement and other contractual obligations, as well as assessing significant uncertainties, including uncertainties associated with the Company’s ability to continue its activity for a reasonable amount of time, have their own challenges. The Company’s debtors could also be affected by the low liquidity level, which could also have an impact on their ability to pay their overdue loans. (i) Strategic risk Strategic risk is the risk that one or more assumptions on which the Company’s business strategy is based are no longer valid due to internal and / or external changes. Strategic risk is difficult to quantify because it refers to:  the strategic decisions of the Company’s management;  uncertainties related to the external environment;  the management’s response level and time to changes in the internal and/or external environment;  the quality of the IT systems etc. (ii) Ownership title risk In Romania, title to private property is guaranteed by the Constitution. However, under the Roman Civil Code, if the ownership title to an immovable property is cancelled, all subsequent acts of transfer of ownership may, under certain circumstances, also be cancelled. Therefore, in theory, almost any ownership title in Romania could be exposed to a third-party risk through a litigation or claims for property restitution (either before or after the transfer of the ownership title). For the Company’s management, the Company’s title risk is low in the light of past history. (iii) Legislative risk The Company’s economic environment is also influenced by the legislative environment. In addition, obtaining building permits and other documents required to start residential projects can be affected by political instability as well as possible changes in the administrative organizational structure at the level of local governments where the Company intends to develop its projects. (iv) Taxation risk The Romanian tax system is subject to many constant interpretations and changes. In Romania, the prescription for tax audits is 5 years. The legislation and fiscal framework in Romania and their implementation are subject to frequent changes. Tax audits, by their nature, are similar to tax audits carried out by designated tax authorities in many countries, but may extend not only to tax issues, but also to other legislative or regulatory aspects in which the agency in question might be interested. Moreover, tax returns are subject to verification and correction by the tax authorities for a period of five years after their registration (and following the general rules described above), and therefore the Company’s tax returns from 2020 to 2025 are still subject to such verifications. In accordance with the relevant tax laws, the tax assessment of a transaction conducted between affiliates is based on the concept of the market price pertaining to the respective transaction. Based on this concept, transfer pricing needs to be adjusted such as to reflect the market rates set between non-affiliates acting independently in an arm’s length transaction. It is likely that the tax authorities should conduct verifications of the transfer pricing to determine whether the respective prices are arm’s length, and the taxable base of the Romanian taxpayer is not distorted. In case of an audit, tax authorities may request a transfer pricing file also for taxpayers not classified as large taxpayers, but which carry out transactions with affiliates, in order to determine whether the arm’s length principle has been complied with.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 31 NOTE 5. RISK MANAGEMENT (continued) 5.4. Capital management The objectives of the Company’s management regarding capital management are to protect the Company’s ability to continue its activity in order to share profit to shareholders, provide benefits to other stakeholders and to maintain an optimal capital structure in order to reduce the cost of capital. Debt is defined as long- and short-term borrowings and lease liabilities. The net debt is computed as debt less cash and cash equivalents. Equity includes all capital and reserves of the Company that are managed as capital. In order to maintain or adjust the capital structure, the Company’s management can adjust the shareholders’ share of profitability or may issue new shares to reduce debts.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 32 NOTE 6. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES Subsidiary / Associate Ownership right Ownership right Investment value Investment value 31-Dec-24 3 1-Dec-25 31-Dec-24 3 1-Dec-25 One Modrogan SRL 100.00% 100.00% 90,000 90,000 One Mircea Eliade Properties SRL 100.00% 100.00% 45,000 1,300,000 One Floreasca Towers SRL (former One Herastrau IV SRL) 100.00% 100.00% 10,044,991 15,044,992 One Long Term Investments SRL (former One Herastrau Real Estate SRL) 100.00% 100.00% 45,000 3,600,000 One Lake District SRL (former One District Properties SRL) 100.00% 100.00% 45,000 60,045,000 One Herastrau Plaza SRL 100.00% 100.00% 45,000 - One Herastrau Towers SRL 100.00% 100.00% 60,900 60,900 One Long Term Value SRL 100.00% 100.00% 1,000 4,001,000 One United Tower SRL (former One United Tower SA) 71.46% 71.46% 5,935,220 5,935,220 One Peninsula SRL (former One Herastrau Park Residence SA) 100.00% 100.00% 26,740,826 66,740,826 One Verdi Park SRL 9 5.00% 100.00% 8,157,100 11,503,933 One Cotroceni Park SRL (former One Herastrau Properties SRL) 100.00% 100.00% 33,176,795 33,176,79 5 X Architecture Engineering Consult SRL 60.00% 60.00% 120 120 One North Lofts SRL (former One North Gate SA) 97.57% 9 8.57% 76,476,239 77,491,63 8 Skia Real Estate SRL 51.00% 51.00% 510 510 Neo Floreasca Lake SRL 95.00% 95.00% 5,276,756 5,276,756 One Cotroceni Park Office SRL (former One Cotroceni Park Office SA) 67.56% 71.56% 52,963,719 66,484,195 One Cotroceni Park Office Faza 2 SRL (former One Cotroceni Park Office Faza 2 SA) 67.56% 71.56% 24,298,857 30,946,133 One Proiect 19 SRL (former One Mamaia SRL) 100.00% 100.00% 45,000 5,045,000 One Cotroceni Park Office Faza 4 SRL (former One Cotroceni Park Office Faza 3 SA) 100.00% 100.00% 39,459,311 39,459,311 Reinvent Energy SRL 20.00% 20.00% 240,000 240,000 Glass Rom Impex SRL 20.00% 20.00% 300 300 MK Discount SRL 0.00% 49.00% - 4,900 One Herastrau Office Properties SRL 30.00% 30.00% 27,000 27,000 One Property Support Services SRL 20.00% 0.00% 40 - One Herastrau Vista SRL (former Neo Herastrau Park SRL) 95.00% 95.00% 2,714,754 2,714,754 One Timpuri Noi SRL (former Neo Timpuri Noi SRL) 95.00% 95.00% 1,208,762 1,208,762 One Mamaia Nord SRL (former Neo Mamaia SRL) 95.00% 95.00% 1,082,259 1,082,2 5 9 One Proiect 4 SRL 100.00% 100.00% 45,000 2,045,000 One Plaza Athenee SRL (former One Proiect 3 SRL) 100.00% 100.00% 45,000 2,045,000 One Proiect 5 SRL 100.00% 100.00% 45,000 545,000 One Herastrau City SRL (former One Proiect 7 SRL) 100.00% 100.00% 45,000 7,045,000 One High District SRL (former One Proiect 1 SRL) 100.00% 100.00% 45,000 40,045,000 One Lake Club SRL (former One Proiect 6 SRL) 100.00% 100.00% 45,000 30,045,000 One Proiect 8 SRL 100.00% 100.00% 45,000 2,045,000 One City Club SRL (former One Proiect 9 SRL) 100.00% 100.00% 45,000 3,045,000 One Downtown SRL (former One Proiect 10 SRL) 100.00% 100.00% 19,915,000 19,915,000 One Proiect 24 SRL (former One United Italia SRL) 100.00% 100.00% 45,000 2,045,000 One United Management Services SRL 100.00% 100.00% 45,000 25,045,000 Bo Retail invest SRL 100.00% 100.00% 40,000,200 40,000,200 One M Hotel SRL (former One Proiect 12 SRL) 100.00% 100.00% 40,500,000 40,500,000 One Cotroceni Towers SRL (former One Proiect 14 SRL) 100.00% 100.00% 45,000 45,000 One Gallery Floreasca SA (former One Proiect 15 SRL) 90.00% 60.00% 81,000 29,880,000 One Park Line SRL (former One Proiect 16 SRL) 100.00% 100.00% 45,000 1,000,000 Real Habitat Office Building SRL (former One Proiect 17 SRL) 57.40% 5 6.56% 3,673,600 3,619,840 One Proiect 18 SRL 100.00% 100.00% 45,000 45,000 Eliade Tower SRL 100.00% 100.00% 22,344,994 22,344,994 One Victoriei Plaza SRL (former Mam Imob Business Center SRL) 100.00% 100.00% 41,877,315 43,877,315 One Proiect 20 SRL 100.00% 100.00% 45,000 1,045,000 One Proiect 21 SRL 100.00% 100.00% 45,000 100,000 One Proiect 22 SRL 100.00% 100.00% 45,000 100,000 One Baneasa Airpark SRL (former One Proiect 23 SRL) 70.00% 70.00% 31,500 14,031,500 Veora Project 1 SRL 100.00% 100.00% 200 50,000 Propcare SRL 80.00% 80.00% 36,000 36,000 Impairment of financial assets (4,197,064) (7,574,358) Financial assets – investments in subsidiaries and associates 453,163,204 754,445,795
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 33 NOTE 6. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (continued) During 2025, the Company have increased its ownership in the share capital of the subsidiaries and associates, as follows: - One Cotroceni Park Office SRL from 67.56% to 71.56%. On 07 May 2025, the Company have signed an agreement for acqusition of 4% interest in subsidiary’s share capital for a price of EUR 2.7 million (equivalent of RON 13.5 million). - One Cotroceni Park Office Faza 2 SRL from 67.56% to 71.56%. On 07 May 2025, the Company have signed an agreement for acqusition of 4% interest in subsidiary’s share capital for a price of EUR 1.3 million (equivalent of RON 6.6 million). - Increase in investment value in subsidiary One Baneasa Airpark SRL by RON 14 million as a result of share capital increase, from which non cash contribution of RON 4.3 million representing shareholder loan converted into equity. - Increase in investment value in subsidiary One Gallery Floreasca SRL by RON 29.8 million as a result of a share capital increase during the year (non cash cotribution of the holding Company of RON 34.8 million settled through the conversion of shareholder loan into equity) and sale of 10% of the total number of shares in One Gallery Floreasca with a carrying amount of investment disposed of RON 5 million. - Decrease in investment in Real Habitat Office Building SRL as a result of the Company concluding an agreement for the sale of 5,376 shares for a price of RON 884 thousand. - The Company bought 49% ownership in MK Discount SRL, the total consideration price for ownership acquired is RON 4,900. - The Company signed an agreement for the acquisition of 1% ownership in subsidiary, One North Lofts, for a total price of RON 1 million increasing its ownership in the subsidiary from 97.57% to 98.57% at 31 December 2025. - The Company signed an agreement for the acquisition of 5% interest in in subsidiary’s share capital, One Verdi Park, for a total price of RON 3.35 million increasing its ownership in the subsidiary to 100% at 31 December 2025. - Increase in investment value in One City Club SRL by RON 3 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Floreasca Tower SRL by RON 5 million as the Company subscribed to a share capital increase of its subsidiary settled through the conversion of shareholder loan into equity, as a non cash transaction. - Increase in investment value in One Herastrau City SRL by RON 7 million as the Company subscribed to a share capital increase of its subsidiary settled through the conversion of shareholder loan into equity, as a non cash transaction. - Increase in investment value in One High District SRL by RON 40 million as the Company subscribed to a share capital increase of its subsidiary settled through the conversion of shareholder loan into equity, as a non cash transaction. - Increase in investment value in One Lake Club SRL by RON 30 million as the Company subscribed to a share capital increase of its subsidiary settled through the conversion of shareholder loan into equity, as a non cash transaction. - Increase in investment value in One Lake District SRL by RON 60 million as the Company subscribed to a share capital increase of its subsidiary settled through the conversion of shareholder loan into equity, as a non cash transaction. - Increase in investment value in One Long Term Value SRL by RON 4 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Long Tem Investments SRL by RON 3.56 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Mircea Eliade SRL by RON 1.26 million million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Park Line SRL by RON 955 thousand relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Peninsula SRL by RON 40 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Plaza Athenee SRL by RON 2 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Proiect 19 SRL by RON 5 million as the Company subscribed to a share capital increase of its subsidiary settled through the conversion of shareholder loan into equity, as a non cash transaction. - Increase in investment value in One Proiect 20 SRL by RON 1 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Proiect 21 SRL by RON 55 thousand relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Proiect 22 SRL by RON 55 thousand relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Proiect 24 SRL by RON 2 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Proiect 4 SRL by RON 2 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Proiect 5 SRL by RON 500 thousand relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 34 NOTE 6. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (continued) - Increase in investment value in One Proiect 8 SRL by RON 2 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One United Management Services SRL by RON 25 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in One Victoriei Plaza SRL by RON 2 million relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. - Increase in investment value in Veora Project 1 SRL by RON 49,800 relates to the Company’s participation in a share capital increase of the subsidiary, settled in cash. As at 31 December 2025 and 31 December 2024, the Company performed the assessment for impairment test of investments in subsidiaries and associates taking in consideration the recoverable amount of net assets of these entities. As at 31 December 2025 and 31 December 2024, following the impairment test performed the Company assessed the recoverable amount of the identified investments, relates to be lower than its carrying amount, therefore an impairment loss in balance of RON 7.6 million is recognized (31 December 2024: RON 4.2 million). NOTE 7. LOANS GRANTED TO SUBSIDIARIES, ASSOCIATES AND OTHERS As at 31 December 2024 Less than 1 year 1 to 5 years Total Financial assets – loans granted to subsidiaries and associates 44,418,155 750,744,128 795,162,283 Financial assets – loans granted to others 266,506 - 266,506 Allowance for expected credit losses (1,188,748) (6,094,413) (7,283,161) Financial assets – loans granted to subsidiaries and associates 43,495,913 744,649,715 788,145,628 As at 31 December 2025 Less than 1 year 1 to 5 years Total Financial assets – loans granted to subsidiaries and associates 99,899,358 612,248,888 712,148,246 Allowance for expected credit losses (1,562,355) (5,968,881) (7,531,236) Financial assets – loans granted to subsidiaries and associates 98,337,003 606,280,007 704,617,010 As at 31 December 2025 Less than 1 year 1 to 5 years Total Financial assets – loans granted to others 14,288,563 5,918,434 20,206,997 Allowance for expected credit losses (478,001) (88,777) (566,778) Financial assets – loans granted to subsidiaries and associates 13,810,562 5,829,657 19,640,219 Each individual project has been assessed to determine whether impairment is required. Based on the analysis, all projects are profitable. Nevertheless, the Company has booked an Expected Credit Loss provision in amount of RON 8,098,014 at 31 December 2025 (31 December 2024: RON 7,283,161). The reimbursement is performed by subsidiaries in general subsequent to the completion of the real estate project for which these services are rendered. The loans are granted with interest. We have presented below a decomposition of the loans granted: Description 31 December 2025 31 December 2024 Loans granted for acquiring new subsidiaries or associates 93,892,545 86,722,614 Loans granted to subsidiaries for development of office buildings 142,524,754 228,283,198 Loans granted to subsidiaries for development of residential projects 383,735,585 399,501,483 Loans granted to subsidiaries for further development of real estate projects 68,649,598 58,663,964 Loans granted to subsidiary which deliver architecture services for group and non-group projects 4,335,243 2,868,022 Loans granted to subsidiaries for operational activity 18,312,167 18,441,687 Other loans 20,905,351 947,821 Total gross balance 732,355,243 795,428,789
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 35 NOTE 7. LOANS GRANTED TO SUBSIDIARIES, ASSOCIATES AND OTHERS (continued) 1-Jan-25 Additional loans granted Interest revenue Repayment of loans granted Payment of interest Foreign exchange Loan converted into equity 31-Dec-25 Financial assets – loans granted to subsidiaries and associates 795,162,283 787,094,103 42,717,626 (723,223,235) (23,928,250) 20,413,489 (186,087,770) 712,148,246 Financial assets – loans granted to others 266,506 19,850,652 48,650 - - 41,189 - 20,206,997 Total assets from financing activities 795,428,789 806,944,755 42,766,276 (723,223,235) (23,928,250) 20,454,678 (186,087,770) 732,355,243 1-Jan-24 Additional loans granted Interest revenue Repayment of loans granted Payment of interest Foreign exchange Loan converted into equity Others 31-Dec-24 Financial assets – loans granted to subsidiaries and associates 712,608,451 690,037,381 35,392,774 (615,183,443) (14,147,328) 44,596 (13,621,968) 31,820 795,162,283 Financial assets – loans granted to others 290,993 - 7,333 - - - - (31,820) 266,506 Total assets from financing activities 712,899,444 690,037,381 35,400,107 (615,183,443) (14,147,328) 44,596 (13,621,968) - 795,428,789 Several subsidiaries have received loans from the holding company, One United Properties SA and are subordinated to the bank loans contracted for the development, as follows: One Victoriei Plaza SRL (RON 2.7 million), One M Hotel SRL (RON 19 million), Eliade Tower SRL (RON 1.3 million), One Mamaia Nord SRL (RON 29.2 million), One Floreasca Towers SRL (RON 14.1 million), One Cotroceni Park SRL (RON 25.8 million), One Gallery Floreasca SA (RON 32 million), One Lake Club SRL (RON 162.5 million), One Lake District SRL (RON 4.1 million), One Mircea Eliade Properties SRL (RON 8.5 million), Real Habitat Office Building SRL (RON 59 million). NOTE 8. OTHER NON-CURRENT ASSETS Description 31 December 2025 31 December 2024 Amounts to be collected from related parties / affiliates 63,662,461 63,450,850 Total 63,662,461 63,450,850 On 19 April 2021, the General Shareholder Meeting (GSM) approved an algorithm proposed by the Board of Directors of the Company with respect to awarding certain bonifications to two executive members of the Board of Directors of One United Properties SA, which will materialize in granting a package of shares of maximum 5% of the share capital of the Company, no amount will be paid by the beneficiaries for granting and / or exercising an Option. This stock option plan (“SOP”) will be vested in the following 5 years, following the fulfilment of the performance conditions assessed on a yearly basis by the remuneration committee. In case of exercising the Options, newly issued shares will be allocated by the holding company. The performance conditions that must be met in order to exercise the Options are: (a) holding the position of executive member of the Board of Directors at the Performance Measurement Date and (b) reaching a price per share according to an algorithm established by the decision of the Board of Directors and subsequently approved by the General Shareholder Meeting. The variation in price per share of the holding Company is directly related to the performance of the Group, whether the scheme covers the financial results of number of subsidiaries within a group, therefore the stock option plan value is divided based on net assets of the group for each segment reporting, the amount of RON 20.1 million, from which on short term RON 3.5 million (31 December 2024: RON 19.7 million, from which on short term RON 3.4 million) from the total SOP is allocated to subsidiaries. During 2024, the Company has sold it’s participation in One Proiect 11 SRL to other Group subsidiary, Veora Project 1 SRL for a price of RON 47 million which is not collected until 31 December 2025 and which is due on long term.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 36 NOTE 9. TRADE AND OTHER RECEIVABLES As at 31 December 2025 and 31 December 2024 trade and other receivables are detailed as follows: 31 December 202 5 31 December 202 4 Description Trade receivables – customers 39,805 40,014 Trade receivables – subsidiaries 24,940,373 59,622,271 Trade receivables – related parties 193,044 193,145 Total trade receivables 25,173,222 59,855,430 VAT receivable 62,227,617 39,904,241 Amounts to be collected from related parties / affiliates 78,888,591 60,805,339 Other receivables 488,731 785,965 Receivables representing dividends distributed during the financial year - 38,152,524 Various debtors - other related parties 9,728 - Total other receivables 141,614,667 139,648,069 Total trade and other receivables 166,787,889 199,503,499 The amounts presented above as Amounts to be collected from related parties/affiliates are represented mainly by the amount of approx. 75.2 million RON (31 December 2024: RON 57 million) related to VAT and Income Tax receivables generated from the fiscal groups where One United Properties SA acts as the representative of the single tax group. Under “Receivables representing dividends distributed during the financial year” line at 2024 are mainly included the interim dividend distributed during 2024 from the net profit of holding company, One United Properties SA, which were compensated with the final decision of dividends in 2025. On 10 October 2024, held the Ordinary and Extraordinary General Meetings of Shareholders. During the GMS, the shareholders approved, among other items, the distribution of interim dividends for the first six months of the financial year ending 31 December 2024 in the amount of RON 38 million (gross), i.e. a dividend of 0.01 RON/share (gross, by reference to the total number of shares issued by the Company on the date of the convening of the OGMS) from the distributable net profit of RON 74,215,539 for the first half of the financial year ending 31 December 2024. The interim dividends was paid starting on 11 November 2024 to the Company's shareholders registered in The Register of Shareholders held by the Central Depository on the registration date 30 October 2024. Most of the balance of trade receivables are related to management services invoiced to subsidiaries as of 31 December 2025. NOTE 10. CASH AND CASH EQUIVALENTS Cash and cash equivalents are detailed as follows: Description 31 December 2025 31 December 2024 Cash and cash equivalents denominated in EUR 64,061,828 68,368,683 Cash and cash equivalents denominated in RON 678,536 73,402,763 Other cash items 11,620 12,454 Total 64,751,984 141,783,900 The Company have determined the ECLs relating to the net exposure for cash and short-term deposits at the amount of RON 1,475,994 (31 December 2024: RON 304,153). The cash and cash equivalent amounts are deposited in banks from Romania that belong to banking Groups at European level or state-owned banks and in the recognizable past in Romania there were no cases of bank defaults. The Company's exposure to credit risk associated cash and cash equivalents is limited using financial institutions of good standing for investment and cash handling purposes.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 37 NOTE 11. PROFIT TAX The Company’s current profit tax for the years 2025 and 2024 is determined at a statutory rate of 16% based on the statutory profit adjusted by non-deductible expenses and non-taxable revenues. The deferred profit tax as at 31 December 2025 and 31 December 2024 is determined based on the 16% tax rate, which is expected to be effective when temporary differences are reversed. The current and deferred tax assets and liabilities are detailed as follows: Description 31 December 2025 31 December 2024 Deferred tax assets 92,269 88,253 Total assets /(liabilities) 92,269 88,253 Description 31 December 2025 31 December 2024 Current profit tax liabilities (4,761,894) (8,911,445) Total assets /(liabilities) (4,761,894) (8,911,445) The breakdown of tax expenses is detailed below: Description 31 December 2025 31 December 2024 Current income tax expense (7,829,999) (3,216,485) Deferred tax impact 4,016 (1,932,362) Total (expenses) / revenues (7,825,983) (5,148,847) (i) Reconciliation of effective tax rate 2025 2024 Gross result 233,274,619 126,141,718 16% rate 37,323,939 20,182,675 Tax effect of income not taxable in determining taxable profit (29,720,397) (20,236,221) Tax effect of expenses that are not deductible in determining taxable profit 2,476,731 7,496,332 Legal reserve (1,866,197) (1,009,134) Other tax effects 433,748 (2,416,405) Profit tax decrease due to sponsorship expenses 3,981 (233,146) Profit tax decrease due to bonification OUG 153/2020 (821,80 6) (567,616) Total profit tax expenses 7,829,999 3,216,485 Starting with 2022, the parent company, One United Properties SA have established a fiscal group for profit taxpayer which include the following subsidiaries as at 31 December 2025: One Mamaia Nord SRL (former Neo Mamaia SRL), One Timpuri Noi SRL (former Neo Timpuri Noi SRL), One Cotroceni Park SRL (former One Herastrau Properties SRL), One Floreasca Towers SRL (former One Herastrau IV SRL), One Herastrau Towers SRL, One Lake District SRL (former One District Properties SRL), One Long Term Value SRL, One Mircea Eliade Properties SRL, One Modrogan SRL, One Peninsula SRL (former One Herastrau Park Residence SA), One Verdi Park SRL, X Arhitecture Engineering Consult SRL, One Plaza Athenee SRL (former One Proiect 3 SRL), One Lake Club SRL (former One Proiect 6 SRL), BO Retail Invest SRL, Neo Floreasca Lake SRL, Eliade Tower SRL, One City Club SRL (former One Proiect 9), One Cotroceni Park Office Faza 4 SRL (former One Cotroceni Park Office Faza 3 SRL), One Herastray City SRL (former One Proiect 7 SRL), One Herastrau Vista SRL (former Neo Herastrau Park SRL), One Long Term Investments SRL (former One Herastrau Real Estate SRL), One Proiect 19 SRL (former One Mamaia SRL), One Proiect 5 SRL, One Downtown SRL (former One Proiect 10 SRL), One Proiect 4 SRL, One Proiect 8 SRL, One Proiect 11 SRL, One High District SRL (former One Proiect 1 SRL), One Cotroceni Towers SRL (former One Proiect 14 SRL), One Gallery FLoreasca SA (former One Proiect 15 SRL), One Proiect 24 SRL (former One United Italia SRL), One United Management Services SRL, One M Hotel SRL (former One Proiect 12 SRL), One Victoriei Plaza SRL (former Mam Imob Business Center SRL), One Park Line SRL (former One Proiect 16 SRL), One Proiect 18 SRL, One North Lofts SRL, One Proiect 20 SRL, One Proiect 21 SRL, One Proiect 22 SRL.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 38 NOTE 12. EQUITY Management monitors capital, which includes all components of equity (i.e., share capital, retained earnings and reserves). The primary objective of the parent company is to protect its capital and ability to continue its business so that it can continue to provide benefits to its shareholders and other stakeholders. (i) Share capital As at 31 December 2025 the Company’s share capital is RON 1,105,000,000 (31 December 2024: RON 1,105,831,012.8) divided into 110,500,000 shares (31 December 2024: 5,529,155,064 shares) at a nominal value of RON 10 each (31 December 2024: RON 0.2 each). All issued shares are fully paid. Structure of share capital Name of shareholder 31 December 2025 31 December 2024 Number of shares Nominal value [RON] Holding [%] Number of shares Nominal value [RON] Holding [%] OA Liviu Holding Invest SRL (represented by Mr. Andrei Diaconescu) 28,220,764 282,207,640 25.5391% 1,388,305,857 277,661,171.4 25.1088% Vinci Ver Holding SRL (represented by Mr. Victor Capitanu) 28,220,764 282,207,640 25.5391% 1,388,305,857 277,661,171.4 25.1088% Others 54,058,472 540,584,720 48.9218% 2,752,543,350 550,508,670.0 49.7824% Total 110,500,000 1,105,000,000 100.00% 5,529,155,064 1,105,831,012.8 100.00% Share premium 2025 2024 Balance at 1 January 114,833,373 91,530,821 Premium arising on issue of equity shares - 23,302,552 Balance at 31 December 114,833,373 114,833,373 Own shares 2025 2024 Balance at 1 January (14,326,329) (3,468,115) Acquired in the year (17,631,959) (10,858,214) Shares sold / cancelled 2,485,867 - Balance at 31 December (29,472,421) (14,326,329) The treasury shares were acquired in accordance with the authorization granted by the General Meeting of Shareholders and in accordance with the Romanian Companies Law no. 31/1990. Treasury shares do not carry voting rights and are not entitled to dividends while held by the Company. On 19 April 2021, the extraordinary general meeting of the shareholders have approved to list the holding company One United Properties SA on the regulated market of the Bucharest Stock Exchange. On 10 October 2024, held the Ordinary and Extraordinary General Meetings of Shareholders. During the GMS, the shareholders approved, among other items, the distribution of interim dividends for the first six months of the financial year ending 31 December 2024 in the amount of RON 38 million (gross), i.e. a dividend of 0.01 RON/share (gross, by reference to the total number of shares issued by the Company on the date of the convening of the OGMS) from the distributable net profit of RON 74,215,539 for the first half of the financial year ending 31 December 2024. The interim dividends were paid starting on 11 November 2024 to the Company's shareholders registered in The Register of Shareholders held by the Central Depository on the registration date 10/30/2024.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 39 NOTE 12. EQUITY (continued) On 10 October 2024, the Extraordinary General Meeting of Shareholders of the Company (the “EGMS Resolution”) has approved, the following: (i) the consolidation of the nominal value of a share issued by the Company from the nominal value of RON 0.2/share to the nominal value of RON 10/share, by increasing the nominal value of the shares concomitantly with the decrease of the total number of shares (50 shares with a nominal value of RON 0.2/share will represent one share with a nominal value of RON 10/share) (“Nominal Value Consolidation”); (ii) the proposal of the Board of Directors to set a price amounting RON 46.225/consolidated share, for the compensation of the fractions of shares resulting from the Nominal Value Consolidation. The price thus proposed was calculated by multiplying the amount of RON 0.9245 (representing the average trading value of the share with a nominal value of RON 0.2, referring to the last 12 months prior to the convening of the EGMS, adjusted for changes generated by any corporate events during this period, if applicable) by 50 (representing the ratio between the consolidated nominal value (RON 10/share) and the nominal value prior to the Nominal Value Consolidation (RON 0.2/share)); The Romanian Financial Supervisory Authority has issued the certificate of registration of financial instruments (CIIF) no. AC- 6031-1/29.01.2025 CIIF certifies the registration of the operation of the consolidation of the nominal value of the shares of One United Properties, approved by the Resolution of the Extraordinary General Meeting of Shareholders dated 10 October 2024. The Company have finalized the process of registration of the nominal value consolidation with the Central Depository on 5 February 2025. Pursuant to the share capital increase, the Company's share capital amounts to RON 1,105,831,020, divided into 110,583,102 ordinary registered shares, with a nominal value of RON 10 per share. On April 29th, 2025, held the Ordinary and Extraordinary General Meetings of Shareholders. During the GMS, the shareholders approved, among other items, the distribution of dividends in value of RON 77,750,066.01 (gross dividend amount), corresponding to the financial year 2024, as follows: (i) the amount of RON 38,152,523.73 (gross dividend amount) has been distributed in advance, respectively (ii) the amount of RON 39,597,542.28 (gross dividend amount), was distributed according to this resolution. The dividends were paid in May 2025. On October 15th, 2025, held the Ordinary and Extraordinary General Meetings of Shareholders. During the GMS, the shareholders approved, among other items, the distribution of dividends in value of RON 39,493,149.84 (gross dividend amount), less the treasury shares held by the Company on the date of the OGMS convening, from the undistributed net profit existing as at 31 December 2024. The dividends were paid in November 2025. The Company have received from the Romanian Financial Supervisory Authority, the Certificate of the Registration of Financial Instruments (CIIF) no. AC-6031-2/10.09.2025. The CIIF certifies the decrease of the share capital with 83,102 shares as a result of the Company’s Extraordinary General Meeting of Shareholders’ decision no. 76 dated 29.04.2025. The new share capital was registered with the Central Depository. Pursuant to the share capital decrease, the Company’s share capital of RON 1,105,000,000 is divided into 110,500,000 nominative shares with a nominal value of RON 10 per share. (ii) Legal reserve The legal reserve amounts to RON 42,998,905 at 31 December 2025 and RON 31,335,174 at 31 December 2024. The legal reserve is established in accordance with the Company Law, according to which minimum 5% of the statutory annual accounting profit is transferred to legal reserves until their balance reaches 20% of the company's share capital. If this reserve is used wholly or partially to cover losses or to distribute in any form (such as the issuance of new shares under the Company Law), it becomes taxable. The management of the Company does not expect to use the legal reserve in a way that it becomes taxable (except as provided by the Fiscal Code, where the reserve constituted by the legal entities providing utilities to the companies that are being restructured, reorganized or privatized can be used to cover the losses of value of the share package obtained as a result of the debt conversion procedure, and the amounts intended for its subsequent replenishment are deductible when calculating taxable profit). The accounting profit remaining after the distribution of the legal reserve is transferred to retained earnings at the beginning of the financial year following the year for which the annual financial statements are prepared, from where it will be distributed. (iii) Other capital reserves – share based payments The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to senior employees, as part of their remuneration.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 40 NOTE 12. EQUITY (continued) On 19 April 2021, the General Shareholder Meeting (GSM) approved an algorithm proposed by the Board of Directors of the Company with respect to awarding certain bonifications to two executive members of the Board of Directors of One United Properties SA, which materialize in granting a package of shares of maximum 5% of the share capital of the Company, no amount are to be paid by the beneficiaries for granting and / or exercising an Option. This stock option plan (“SOP”) can be vested in the following 5 years, following the fulfilment of the performance conditions assessed on a yearly basis by the remuneration committee. In case of exercising the Options, newly issued shares are allocated by the holding company. The performance conditions that must be met in order to exercise the Options are: (a) holding the position of executive member of the Board of Directors at the Performance Measurement Date and (b) reaching a price per share according to an algorithm established by the decision of the Board of Directors and subsequently approved by the General Shareholder Meeting. Based on the conditions described above, the Company and the beneficiaries have confirmed that all terms and conditions have been established for the stock option plan described above, the grant date have occurred and therefore the Company have accounted for an expense of RON 434,312 during 2025, RON 6 million during 2024, RON 25.1 million during 2023 and RON 46 million during 2022 and in correspondence the related capital reserve. As of 31 December 2023, the shares resulted from the share capital increase which was registered on 04 August 2023 have been allotted to the beneficiaries of the stock options plans approved by decision of the Extraordinary General Meeting of Shareholders of the Company no. 50 of 18 May 2020, respectively by decision of the Ordinary General Meeting of Shareholders of the Company of 19 April 2021, each as supplemented and amended. The Share Capital Increase was performed by converting certain, liquid and due receivables held against the Company in shares issued by the Company, in accordance with art. 210 para. (2) of the Companies’ Law and art. 89 of Law no. 24/2017 on issuers of financial instruments and market operations. As of 31 December 2023, the SOP converted in the Share Capital Increase had a total value of RON 82,516,567.8 determined by multiplying the number of New Shares (i.e., 94,835,729) with RON 0,8701 per share (this represents the weighted average trading price for the 12 months period prior to the date of the BoD decision), such value per share being approved under item 1 letter c) of the Decision of the Board of Directors no. 43 dated 12 May 2023 and being determined in compliance with art. 174 of Regulation 5/2018. Out of the total amount of the SOP amount, RON 18,967,145.8 represents the nominal value of the New Shares and RON 63,549,422 represents the share premium. Holders of SOP do not pay any price for the New Shares. During H1 2024, SOP 4 was exercised, the SOP converted in the Share Capital Increase have a total value of RON 29,543,191.66 determined by multiplying the number of New Shares (i.e., 31,203,202) with RON 0.9468 per share (this represents the weighted average trading price for the 12 months period prior to the date of the BoD decision), such value per share being approved under item 1 letter d) of the Decision of the Board of Directors no. 55 dated 19 April 2024 and being determined in compliance with art. 174 of Regulation 5/2018. The first 4 options of the stock option plan were exercised in prior period. SOP 5 was not exercised as the relavant conditions were not fulfilled and the option expired, accordingly, the related reserve of RON 9.98 million was transferred to retained earnings. NOTE 13. TRADE AND OTHER PAYABLES 31 December Below 1 to 5 31 December Below 1 to 5 Description 202 5 1 year years 202 4 1 year years Trade payables - affiliated entities and other related parties - - - - - - Trade payables - Other 464,359 464,359 - 1,019,069 1,019,069 - Total Trade payables 464,359 464,359 - 1,019,069 1,019,069 - Other taxes and duties 385,530 385,530 - 289,363 289,363 - Settlements between affiliated entities 145,653,844 145,653,844 - 123,312,937 123,312,937 - Advance payments from sale of shares 47,494,370 47,494,370 - 47,494,370 47,494,370 - Warranties 55,240 - 55,240 55,240 - 55,240 Dividends 374,836 374,836 - 17,431 17,431 - Other creditors - affiliated entities and other related parties 49,880,622 49,880,622 - 49,985,567 49,985,567 - Other creditors 1,617,09 5 141,10 2 1,475,993 448,062 143,909 304,153 Total Other payables 245,461,53 7 243,930,30 4 1,531,233 221,602,970 221,243,577 359,393 Total Trade and other payables 245,925,896 244,394,66 3 1,531,233 222,622,039 222,262,646 359,393
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 41 NOTE 13. TRADE AND OTHER PAYABLES (continued) Detailed information about the balances and transactions with related parties are presented in Note 18. The amounts presented above as Settlements between affiliated entities are represented mainly by VAT and Income Tax payables from the fiscal groups where One United Properties SA is the representative (RON 145.7 million at 31 December 2025 and RON 123.3 million Ron at 31 December 2024). The amounts presented above as Advance payments from sale of shares are related to: - Pre agreement for sale the ownership right over a number of 2,025,000 shares with a nominal value of RON 10/share, representing 50% of the subsidiary One M Hotel SRL (former One Proiect 12 SRL) share capital. The purchase price is EUR 5.6 million at 31 December 2024. - Pre agreement for sale the ownership right over a number of 2,250 shares with a nominal value of RON 10/share, representing 50% of the subsidiary One Downtown SRL’s (former One Proiect 10 SRL) share capital. The purchase price is EUR 4 million. The management consider that the carrying amount of trade payables approximates to their fair value. NOTE 14. OTHER REVENUES Description 2025 2024 Net gain on disposal of investment in subsidiaries and associates 18,733,123 (165,949) Other Revenues 22,413 18,335,737 Total other revenues 18,755,5 3 6 18,169,7 88 Net gains on disposal of investments in subsidiaries and associates represent the difference between the consideration received and the carrying amount of the investment at the date of disposal. During 2025, the Company have recognized a gain in amount of RON 18.7 million related to sale of shares in One Gallery Floreasca SA and Real Habitat Office Building SRL. Please refer to Note 6 for additional details. In 2024, the amount of RON 18.3 million is in relation to services provided to subsidiaries. Detailed information about the balances and transactions with related parties are presented in Note 18. NOTE 15. OPERATING EXPENSES Description 2025 2024 Depreciation expenses 4,089 242,285 Provision and allowance adjustments 2,251,626 3,444,442 Impairment for financial assets 3,377,294 (4,560,448) Amortisation, depreciation, provisions and impairment net of reversals 5,633,009 (873,721) Staff expenses 360,483 357,468 Stock option plan 68,694 952,660 Administrative Expenses 429,177 1,310,128 Expenditure on raw materials and consumables 4,589 2,841 Other operating expenses 5,391,424 6,934,665 Tax expenses 5,768 372,899 Other expenses 244,479 127,623 Total Other operating expenses 5,646,260 7,438,028 Total operating expenses 11,708,446 7,874,435
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 42 NOTE 15. OPERATING EXPENSES (continued) Description 202 5 202 4 Expenses with royalties and insurance 397,253 361,381 Expenses with collaborators 907,094 897,360 Expenses regarding commissions and fees 510,799 522,982 Protocol, advertising and marketing expenses 40,849 507,251 Other expenses with services performed by third parties 3,416,345 4,587,707 Expenditures on raw materials and consumables 4,589 2,841 Other external expenses 119,084 57,982 Tax expenses 5,768 372,899 Other expenses 244,479 127,625 Total Other operating expenses 5,646,260 7,438,028 Description 2025 2024 Audit, valuation and other professional services, consultancy and accounting 3,187,110 4,152,426 Other expenses (service fees, etc.) 117,378 325,871 Other services (IT, security, maintenance, recruitment etc.) 111,857 109,410 Total Other expenses with services performed by third parties 3,416,345 4,587,707 NOTE 16. OPERATING INCOME Description 2025 2024 Revenues from dividends 161,526,945 76,250,730 Revenues from interest 45,962,331 39,514,552 Total operating revenues 207,489,276 115,765,282 During 2025, the Company obtained revenue from dividends from the following subsidiaries: Neo Floreasca Lake SRL (Ron 9.69 million), One Cotroceni Park SRL (Ron 87.8 million), One Cotroceni Towers SRL (Ron 1 million), One Herastrau Plaza SRL (Ron 0.3 million), One Herastrau Towers SRL (Ron 38.86 million), One Verdi Park SRL (Ron 18.5 million), Skia Real Estate SRL (Ron 2.7 million), Veora Project 1 SRL (Ron 82.7 thousand), One Timpuri Noi SRL (RON 2.5 million) and One Property Support Services SRL (Ron 47 thousand). During 2024, the Company obtained revenue from dividends from the following subsidiaries: Neo Floreasca Lake SRL (Ron 30.9 million), One Verdi Park SRL (Ron 25.6 million), One Mircea Eliade Properties SRL (Ron 11 million), One Timpuri Noi SRL (Ron 5.5 million), Skia Real Estate SRL (Ron 3 million) and One Property Support Services SRL (Ron 100 thousand). NOTE 17. FINANCIAL INCOME Description 2025 2024 FX net gain 18,738,253 81,083 Total other financial revenues 18,738,253 81,083
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 43 NOTE 18. RELATED PARTIES The Entity’s affiliates and other related parties with which have incurred transactions at 31 December 2025 and 31 December 2024 are: Name of the subsidiary and other related party Country Relationship nature One Modrogan SRL Romania Subsidiary - Affiliate One Peninsula SRL (former One Herastrau Park Residence SA) Romania Subsidiary - Affiliate One Herastrau Plaza SRL Romania Subsidiary - Affiliate One Verdi Park SRL Romania Subsidiary - Affiliate X Architecture & Engineering Consult SRL Romania Subsidiary - Affiliate One Mircea Eliade Properties SRL Romania Subsidiary - Affiliate One Long Term Value SRL Romania Subsidiary - Affiliate One Herastrau Towers SRL Romania Subsidiary - Affiliate One Cotroceni Park SRL (former One Herastrau Properties SRL) Romania Subsidiary - Affiliate Skia Real Estate SRL Romania Subsidiary - Affiliate One Lake District SRL (former One District Properties SRL) Romania Subsidiary - Affiliate One North Lofts SRL (former One North Gate SA) Romania Subsidiary - Affiliate One United Tower SRL (former One United Tower SA) Romania Subsidiary - Affiliate Neo Floreasca Lake SRL Romania Subsidiary - Affiliate One Mamaia Nord SRL (former Neo Mamaia SRL) Romania Subsidiary - Affiliate One Timpuri Noi SRL (former Neo Timpuri Noi SRL) Romania Subsidiary - Affiliate One Herastrau Vista SRL (former Neo Herastrau Park SRL) Romania Subsidiary - Affiliate One Floreasca Towers SRL (former One Herastrau IV SRL) Romania Subsidiary - Affiliate One Long Term Investments SRL (former One Herastrau Real Estate SRL) Romania Subsidiary - Affiliate One Cotroceni Park Office SRL (former One Cotroceni Park Office SA) Romania Subsidiary - Affiliate One Cotroceni Park Office F aza 2 SRL (former One Cotroceni Park Office Faza 2 SA) Romania Subsidiary - Affiliate One Cotroceni Park Office Faza 4 SRL (former One Cotroceni Park Office Faza 3 SA) Romania Subsidiary - Affiliate One Proiect 19 SRL (former One Mamaia SRL) Romania Subsidiary - Affiliate Bucur Obor SA Romania Indirect Subsidiary One Proiect 4 SRL Romania Subsidiary - Affiliate One Plaza Athenee SRL (former One Proiect 3 SRL) Romania Subsidiary - Affiliate One Proiect 5 SRL Romania Subsidiary - Affiliate One Herastrau City SRL (former One Proiect 7 SRL) Romania Subsidiary - Affiliate One High District SRL (former One Proiect 1 SRL) Romania Subsidiary - Affiliate One Lake Club SRL (former One Proiect 6 SRL) Romania Subsidiary - Affiliate One Proiect 8 SRL Romania Subsidiary - Affiliate One City Club SRL (former One Proiect 9 SRL) Romania Subsidiary - Affiliate One Downtown SRL (former One Proiect 10 SRL) Romania Subsidiary - Affiliate One Proiect 24 SRL (former One United Italia SRL) Romania Subsidiary - Affiliate One United Management Services SRL Romania Subsidiary - Affiliate Bo Retail invest SRL Romania Subsidiary - Affiliate One Proiect 11 SRL Romania Indirect Subsidiary One M Hotel SRL (former One Proiect 12 SRL) Romania Subsidiary - Affiliate One Cotroceni Towers SRL (former One Proiect 14 SRL) Romania Subsidiary - Affiliate One Gallery Floreasca SA (former One Proiect 15 SRL) Romania Subsidiary - Affiliate One Park Line SRL (former One Proiect 16 SRL) Romania Subsidiary - Affiliate Real Habitat Office Properties SRL (fosta One Technology District SRL) Romania Subsidary - Affiliate One Proiect 18 SRL Romania Subsidiary - Affiliate Eliade Tower SRL Romania Subsidiary - Affiliate One Victoriei Plaza SRL (former Mam Imob Business Center SRL) Romania Subsidiary - Affiliate One Proiect 20 SRL Romania Subsidiary - Affiliate One Proiect 22 SRL Romania Subsidiary - Affiliate
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 44 NOTE 18. RELATED PARTIES (continued) Name of the subsidiary and other related party Country Relationship nature One Proiect 21 SRL Romania Subsidiary - Affiliate One Baneasa Airpark SRL (former One Proiect 23 SRL) Romania Subsidiary - Affiliate Carpathian Lodge Magura SRL (former Carpathian Estate SRL) Romania Indirect Subsidiary Veora Project 1 SRL Romania Subsidiary - Affiliate Propcare SRL Romania Subsidiary - Affiliate Reinvent Energy SRL Romania Associate One Herastrau Office Properties SRL Romania Associate Glass Rom Impex SRL Romania Associate One Property Support Services SRL Romania Associate, until 31 December 2024 Skia Financial Services SRL Romania Indirect associate Andrei Liviu Diaconescu Romania Shareholder and key management personnel Victor Capitanu Romania Shareholder and key management personnel Vinci Invest SRL Romania Other related party Liviu Investments SRL Romania Other related party Lemon Interior Design SRL Romania Other related party Lemon Office Design SRL Romania Other related party Element Investments SRL Romania Other related party Element Invest Partners SRL Romania Other related party Element Investitii Imobiliare SRL Romania Other related party CCT & ONE AG Switzerland Indirect associate CC Trust Group AG Switzerland Other related party CCT & One Properties SA Luxembourg Other related party Vinci Ver Holding SRL Romania Other related party OA Liviu Holding SRL Romania Other related party Energy Distribution Services SRL Romania Other related party, until December 2024 Conarg SA Romania Other related party Binbox Global Services SRL Romania Other related party Mado Center SRL Romania O ther related party Mozaic IM SRL Romania Indirect Subsidiary Mozaic AP SRL Romania Indirect Subsidiary Jefyval Holdings Limited Cyprus Indirect Subsidiary MK Discount SRL Romania Associate Sunset Lake Investitii SRL Romania Indirect associate Prestige Hospitality SRL Romania Indirect associate Prelude 2000 SRL Romania Indirect Subsidiary Dragos-Horia Manda Romania Key management personnel, minority shareholder of the Group Claudio Cisullo Switzerland Key management personnel, minority shareholder of the Group Marius-Mihail Diaconu Romania Key management personnel, minority shareholder of the Group Augusta Dragic Romania Key management personnel Dirk Pahlke Germany Key management personnel, starting April 2024 In its normal course of business, the entity carries out transactions with the key management personnel (executive management and directors). The volume of such transactions is presented in the table below: Key management personnel compensation 2025 2024 Employee benefits 896,167 874,174 Share - based payments 187,093 29,543,192
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 45 NOTE 18. RELATED PARTIES (continued) The following tables provides the total amount of transactions that have been entered into with affiliates and other related parties during 2025 and 2024 and as well as balances with related parties as at 31 December 2025 and 31 December 2024: Statement of financial position Nature of balances Affiliates and other related party categories 31 December 2025 31 December 2024 Other non-current liabilities Affiliates - Subsidiaries 1,287 1,287 Statement of financial position Nature of balances Affiliates and other related party categories 31 December 202 5 31 December 202 4 Receivables, other receivables related to goods and services sold and other non-current assets Key management personnel 2,482 - Affiliates - Subsidiaries 167,489,137 183,871,698 Other related parties and associates 202,578 199,906 Statement of financial position Nature of balances Affiliates and other related party categories 31 December 2025 31 December 2024 Payables related to goods and services paid Key management personnel 900 900 Affiliates - Subsidiaries 195,497,250 173,274,806 Other related parties and associates 36,317 22,800 Loans granted to affiliates and other related parties Interest balance Amounts granted to affiliates and other related parties Total Loans granted to affiliates- subsidiaries 2025 97,711,342 598,885,553 696,596,895 2024 76,601,510 717,879,458 794,480,968 Loans granted to other related parties and associates 2025 618,736 14,932,615 15,551,351 2024 183,905 497,410 681,315 Total loans granted to affiliates and other related parties 2025 98,330,078 613,818,168 712,148,246 2024 76,785,415 718,376,868 795,162,283 Income statement (Income/(expense)) Nature of transactions Affiliates and other related party categories 31 December 2025 31 December 2024 Interest income and other financial income Affiliates - Subsidiaries 42,337,489 35,392,620 Other related parties and associates 428,786 - Dividends income Affiliates - Subsidiaries 161,479,745 76,150,730 Other related parties and associates 47,200 100,000 Management and administration expenses Key management personnel 907,094 874,174 Other income Affiliates - Subsidiaries - 65,419,020 Other related parties and associates - 14,912 Other capital reserves Key management personnel 434,312 6,023,118 Dividends paid during the year, net of tax Key management personnel 4,124,858 5,977,884 Other related parties and associates 44,222,551 64,668,673
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 46 NOTE 19. CONTINGENCIES On 29 September 2025, the subsidiary One United Tower SRL entered into a new investment credit facility of up to EUR 63.8 million with Banca Trasilvania. The bank loan agreement is also secured by a movable mortgage on the Parent company’s shares in the subsidiary One United Tower SRL, respectively on a number of 6,431 shares. On 23 July 2021, the subsidiaries One Cotroceni Park Office SRL and One Cotroceni Park Office Faza 2 SRL have signed the loan agreement with Banca Comerciala Romana SA, BRD Groupe Societe Generale SA and Erste Group Bank AG for an amount of maximum EUR 78 million, subsequently increased to EUR 119 million. The bank loan agreement is also secured by a movable mortgage on the Parent company’s shares in these two subsidiaries. On 15 February 2022, the subsidiary One Mircea Eliade Properties SRL contracted a bank loan from Garanti Bank in total value of EUR 9 million and fully utilized this amount and on 20 March 2024, have signed another loan agreement with Garanti Bank SA in total value of EUR 5.7 million. The bank loan contracts contains a corporate guarantee issued by the holding Company. The given guarantee covers the time until maturity of underlying bank loans. On 27 July 2022, the Company, through its subsidiary One Victoriei Plaza SRL (former MAM Imob Business Center SRL) contracted a bank loan from Garanti Bank in total value of EUR 18.43 million and fully utilized this amount. The loan has attached a surety by which the Parent Company is the guarantor and which covers the time until maturity of underlying bank loan. In Q1 2023, the Company, through its subsidiary Eliade Tower SRL contracted a bank loan from Garanti Bank in total value of EUR 5 million. The loan has attached a surety by which the Parent Company is the guarantor and which covers the time until maturity of underlying bank loan. The Company, have signed a pre-agreement for sale of shares held in the subsidiary, One M Hotel SRL (fosta One Proiect 12 SRL). The Company undertakes to sell and transfer to the promissory purchaser the ownership right over the shares and the promissory purchaser irrevocably undertakes to acquire the ownership over the shares under the terms, conditions, representations and warranties of the Company, as agreed in the shares sale pre-agreement. The Company, have signed a pre-agreement for sale of shares held in the subsidiary, One Downtown SRL (former One Proiect 10 SRL). The Company undertakes to sell and transfer to the promissory purchaser the ownership right over the shares and the promissory purchaser irrevocably undertakes to acquire the ownership over the shares under the terms, conditions, representations and warranties of the Company, as agreed in the shares sale pre-agreement. On 15 December 2023, subsidiary One Gallery Floreasca SA (former One Proiect 15 SRL), have signed the loan agreement with Alpha Bank SA in total value of EUR 35.1 million (one loan facility of EUR 30.5 million and second loan facility of EUR 4.6 million). The bank loan contract contains a corporate guarantee issued by the holding Company. On 08 February 2024, subsidiary One Floreasca Towers SRL signed the loan agreement with First Bank for an amount of maximum EUR 11 million. The bank loan contract contains a corporate guarantee issued by the holding Company. On 26 April 2024, the Company, through its subsidiary One Lake District SRL contracted a bank loan from Garanti Bank SA for a total amount of EUR 20 million. The bank loan agreement contains a surety by which the Parent Company is the guarantor and which covers the period until the maturity of the underlying bank loan. On 14 May 2024, the Company, through its subsidiary One Cotroceni Park SRL contracted a bank loan from the Commercial Bank Intensa Sanpaolo Romania SA for a total amount of EUR 13.25 million. The bank loan agreement is also secured by a surety contract by which the Parent Company is the guarantor and which covers the period until the maturity of the underlying bank loan. On 7 November 2024, the Company, through its subsidiary Real Habitat Office Building SRL (former One Technology District SRL) contracted a term loan facility in a maximum amount of EUR 37.5 million from Erste Group Bank AG and a VAT facility in a maximum amount of RON 19,9 million from Banca Comerciala Romana SA. The VAT facility from Banca Comerciala Romana SA contains a corporate guarantee by which the Parent Company is the guarantor and which covers any amount due up to the facility agreement value, for the period until the maturity of the underlying bank loan. In relation to the credit loan from Este Group Bank AG, the Parent Company will bear the payment of any amount up to the maximum amount of EUR 6,1 million which exceed the total construction budget.The bank loan agreement contains a pledge on the Parent company’s shares in the subsidiary Real Habitat Office Building SRL (former One Technology District SRL) for a number of 367,360 shares, with a total nominal value of RON 3,673,600.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 47 NOTE 19. CONTINGENCIES (continued) On 17 December 2024, the Company, through its subsidiary One M Hotel SRL contracted a bank loan in amount of EUR 17.5 million from Unicredit Bank SA. The Parent Company will bear the payment of any amount up to 10% of total developments costs (including construction costs: hard, soft and financing costs) of the project One M Hotel which exceed the estimated development budget but no more than the maximum amount of EUR 2 million. The bank loan agreement contains a pledge on the Parent company’s shares in the subsidiary One M Hotel SRL for a number of 4,050,000 shares, with a total nominal value of RON 40,500,000. On 15 January 2025, the Company, through its subsidiary One Lake Club SRL contracted a bank loan from Garanti Bank SA for a total amount of EUR 18 million. The bank loan agreement contains a surety by which the Parent Company is the guarantor and which covers the period until the maturity of the underlying bank loan. At the end of the reporting period, the directors of the Company have assessed the past due status of the debts under guarantee, the financial position of the debtors as well as the economic outlook of the industries in which the debtors operate and concluded that there has not been a significant increase in the credit risk since initial recognition of the financial guarantee contract. The Romanian tax system is under continuous development, being subject to constant interpretations and changes, sometimes retrospectively applied. The statute of limitation for tax periods is 5 years. The Company management consider that the tax liabilities of the Company have been calculated and recorded according to the legal provisions. NOTE 20. FAIR VALUE HIERARCHY The Company holds financial instruments that are not measured at fair value in the separate statement of financial position. For financial instruments such as cash and cash equivalents, trade and other receivables, the management of the Company has estimated that their carrying amount is an approximation of their fair value. The fair value of these types of instruments was determined as level 3 in the fair value hierarchy. Financial liabilities that are not measured at fair value are loans with a contractual maturity of less than one year, debts to employees, trade payables and other debts and qualify for level 3 in the fair value hierarchy. Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values: Carrying amount Fair value 31 December 2025 31 December 2024 31 December 2025 31 December 2024 Financial assets for which fair values are disclosed: Loans granted to subsidiaries, associates and others 732,355,24 3 795,428,789 636,890,516 717,334,793 31 December 2025 Level 1 Level 2 Level 3 Total Financial assets for which fair values are disclosed: Loans granted to subsidiaries, associates and others - - 636,890,516 636,890,516 31 December 2024 Level 1 Level 2 Level 3 Total Financial assets for which fair values are disclosed: Loans granted to subsidiaries, associates and others - - 717,334,793 717,334,793 There were no transfers between Level 1 and 2 during 2025 or 2024. Management has assessed that the fair values of cash and short-term deposits, trade and other receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The following methods and assumptions were used to estimate the fair values:
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2025 (Amounts are expressed in RON, unless otherwise mentioned) 48 NOTE 20. FAIR VALUE HIERARCHY (continued) - Receivables are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual creditworthiness of the customer, and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the estimated losses of these receivables. As at 31 December 2025, the carrying amounts of such receivables, net of allowances, were not materially different from their calculated fair values. - Fair values of the Company’s interest-bearing borrowings and loans are determined by using the DCF method, using a discount rate that reflects the issuer’s borrowing rate including its own non-performance risk as at 31 December 2025. NOTE 21. EARNING PER SHARE The calculation of basic earnings per share for the year ended 31 December 2025 was based on the profit attributable to equity holders of RON 225,448,636 (31 December 2024: RON 120,992,871) and the weighted average ordinary shares in issue during the year. RON 31 December 2025 31 December 2024 Profit for the year attributable to equity holders 225,448,63 6 120,992,871 Weighted average number of shares in issue 110,555,401 4,246,131,103 Basic earnings per share attributable to equity holders 2.03 92 0.0285 Diluted earnings per share attributable to equity holders 2.0306 0.0283 In 2025, the Company have finalized the process of registration of the nominal value consolidation with the Central Depository, the nominal value of a share issued by the Company was increased from RON 0.2/share to RON 10/share, concomitantly with the decrease of the total number of shares (50 shares with a nominal value of RON 0.2/share represented one share with a nominal value of RON 10/share). Please refer to Note 12 for further information. NOTE 22. EVENTS AFTER THE REPORTING PERIOD On 23 March 2026, the Revenue & Expense Budget for 2026 is approved by the Board of Directors and will subsequently be subject to approval in the annual Ordinary General Meeting of the Shareholders that will take place on 29 April 2026. In Q1 2026, the Company has completed its first land acquisition in the United States, located in the city of Franklin, Williamson County, Tennessee, within the Nashville metropolitan area. The acquired land has a total surface of 4.53 acres, equivalent to approximately 18,332 sqm. The Company’s U.S. presence will be developed through a phased approach, with capital allocation subject to internal approvals and strict investment criteria, in line with the Company’s risk management standards. The company, through its subsidiary One Proiect 19 SRL, have acquired in May 2025 Jefyval Holdings Limited, which holds a 35% interest in Sunset Lake Investiții SRL, the owner of a land plot of approx. 9k sqm in Bucharest. In the first quarter of 2026, the Company acquired the remaining 65% interest in Sunset Lake Investiții SRL, obtaining full control of the entity. Subsequent to the reporting date, geopolitical tensions in the Middle East have escalated following the outbreak of armed conflict involving Iran. The situation has contributed to increased volatility in global financial and commodity markets, including increases in energy prices and heightened economic uncertainty. Management is monitoring the potential impact of these events on the Company and Group’s operations and financial position, including the real estate market. Potential effects may include increased construction and financing costs, as well as changes in market conditions and property valuations. As at the date of approval of these financial statements, the impact of these events cannot be reliably estimated.