ONE UNITED PROPERTIES SA Separate financial statements for the year ended 31 December 2022 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 11-56
ONE UNITED PROPERTIES SA STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 6 Separate financial statements Note 31 December 2022 31 December 2021 ASSETS Non-current assets Intangible assets 7 59,668 567,455 Property, plant and equipment 6 2,291,888 1,293,679 Right of use assets 10 17,640,137 3,393,204 Investments in subsidiaries and associates 8 209,382,429 90,497,644 Loans granted to subsidiaries, associates and others 9 571,982,357 338,295,046 Deferred tax assets 14 1,167,931 59,389 Other non-current assets 11 39,937,664 962,591 Total non-current assets 842,462,074 435,069,008 Current assets Trade receivables 12 726,283 102,053,110 Other receivables 12 100,314,789 28,753,389 Prepayments 244,934 143,815 Loans granted to subsidiaries, associates and others 9 29,095,328 24,724,694 Cash and cash equivalents 13 137,504,656 121,682,382 Total current assets 267,885,990 277,357,390 TOTAL ASSETS 1,110,348,064 712,426,398 EQUITY AND LIABILITIES Equity Share capital 15 740,563,717 514,828,059 Share premium 15 27,981,399 4,307,781 Own shares 1,029 - Other capital reserves 15 51,848,900 1,390,179 Legal Reserves 15 17,452,635 11,437,359 Retained earnings 116,883,834 50,071,138 Total equity 954,731,514 582,034,516 Non-current liabilities Loans and borrowings 16 - 27,921,952 Lease liabilities 17 17,864,412 2,464,740 Other payables 18 19,547,117 107,468 Total non-current liabilities 37,411,529 30,494,160 Current liabilities Lease liabilities 17 1,901,977 1,299,647 Trade payables 18 933,976 1,880,800 Other payables 18 115,104,814 96,575,919 Current tax liabilities 14 227,623 - Deferred income 36,631 141,356 Total current liabilities 118,205,021 99,897,722 Total liabilities 155,616,550 130,391,882 TOTAL EQUITY AND LIABILITIES 1,110,348,064 712,426,398 The separate financial statements were approved by the Management of the Company, authorized for issue on 22 March 2023 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 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 7 Separate financial statements Note 31 December 2022 31 December 2021 Revenues from services rendered 19 15,905,553 44,837,975 Revenues from rentals, service charge and similar 19 169,485 630,559 Other revenues 19 10,235,197 784,769 Total operating revenues 26,310,235 46,253,303 Amortisation, depreciation and impairment of net reversals 20 (9,750,133) (1,628,096) Administrative expenses 20 (9,423,744) (3,645,630) Other operating expenses 20 (11,558,259) (7,814,774) Adjustments related to provisions 20 - 84,255 Total operating expenses (30,732,136) (13,004,245) Result from operating activity (4,421,901) 33,249,058 Revenues from dividends 21 100,918,000 1,881,012 Revenues from interest 21 18,829,563 7,436,521 Other financial revenues 21 4,753,118 6,780,725 Total financial income 124,500,681 16,098,258 Interest expenses 22 (789,429) (786,291) Total financial expenses (789,429) (786,291) Net financial result 123,711,252 15,311,967 Result before tax 119,289,351 48,561,025 Tax expenses 14 (2,473,355) (7,846,508) Net result of the period 116,815,996 40,714,517 Total comprehensive income for the period 116,815,996 40,714,517 Basic/diluted earnings per share attributable to equity holders 0.042 0.063 The separate financial statements were approved by the Management of the Company, authorized for issue on 22 March 2023 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 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 8 Separate financial statements Notes Share Capital Share premiums Other capital reserves Own shares Legal Reserves Retained earnings Total equity Balance as at 1 January 2022 514,828,059 4,307,781 1,390,179 - 11,437,359 50,071,138 582,034,516 Profit for the period - - - - - 116,815,996 116,815,996 Dividends allocated from the statutory profit 15 - - - - - (42,473,315) (42,473,315) Issue of ordinary shares 15 40,594,729 213,122,328 - - - - 253,717,057 Issue of ordinary shares - premium shares conversion 15 185,140,929 (185,140,929) - - - - - Transfer of share premiums in other reserves - (4,307,781) 4,307,781 - - - - Transfer of legal reserves in/to retained earnings 15 - - - - 6,015,276 (6,015,276) - Acquisition of own shares - - - 1,029 - - 1,029 Stock option plan 15 - - 46,150,940 - - - 46,150,940 IPO costs 3 (1,514,709) (1,514,709) Balance as at 31 December 2022 740,563,717 27,981,399 51,848,900 1,029 17,452,635 116,883,834 954,731,514
ONE UNITED PROPERTIES SA STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 9 Separate financial statements Notes Share Capital Share premiums Other capital reserves Own shares Legal Reserves Retained earnings Total equity Balance as at 1 January 2021 259,824,598 9,192 463,393 (26,765,560) 9,009,562 90,543,697 333,084,882 Profit for the period 40,714,517 40,714,517 Dividends allocated from the statutory profit 15 (81,743,000) (81,743,000) Legal Reserves 15 2,427,797 (2,427,797) - Issue of ordinary shares 15 26,001,417 233,111,060 - 259,112,477 Issue of ordinary shares - premium shares conversion 15 228,812,471 (228,812,471) - - Issue of ordinary shares - other reserves conversion 15 189,573 (189,573) - Employee share scheme 15 926,786 926,786 Sale of own shares 26,765,560 9,269,654 36,035,214 IPO costs 3 (6,096,360) (6,096,360) Balance as at 31 December 2021 514,828,059 4,307,781 1,390,179 - 11,437,359 50,071,138 582,034,516
ONE UNITED PROPERTIES SA AND SUBSIDIARIES SEPARATE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 10 31 December 2022 31 December 2021 Cash flows from operating activities Result for the year 116,815,996 40,714,517 Adjustments for: Amortization 3,258,932 1,628,096 Depreciation, impairment, provision net of reversals 6,491,200 (84,255) Share-based payments 46,150,940 926,786 Unrealised foreign exchange loss/(gain) (911,254) (4,996,477) Interest expenses 789,061 786,291 Interest income (18,829,563) (7,436,521) Other financial revenues (3,679,850) - Income tax expenses 2,473,355 7,846,508 Dividends income (100,918,000) (1,881,012) Changes in working capital (Increase)/Decrease in trade and other receivables 72,971,722 (40,235,863) Increase/(Decrease) in trade and other payables 15,323,525 28,487,136 (Increase)/Decrease in other non-current assets (68,234,229) (53,618) Increase/(Decrease) in other non-current liabilities 37,822,485 38,453 Income tax paid - (5,323,487) Net cash from operating activities 109,524,320 20,416,554 Additional loans granted (605,039,995) (111,012,148) Repayment of loans granted 365,159,542 - Acquisition of property, plant and equipment (3,790,041) (207,302) Proceeds from sale of property, plant and equipment 2,961,115 - Acquisition of intangible assets (388,731) (557,555) Acquisition/Investment of/in subsidiaries and associates (121,908,147) (34,952,521) Dividends received 100,918,000 1,881,012 Interest received 19,123,448 7,261,353 Other financial revenue 3,679,850 - Net cash flows used in investing activities (239,284,959) (137,587,161) Proceeds from loans and borrowings - 27,921,952 Repayment of borrowings (27,921,952) (83,424,447) Dividends paid (76,933,659) (54,762,517) Proceeds from issue of share capital and share premium 253,717,057 259,302,050 Interest paid - (631,839) Cash proceeds from sale of own shares - 36,035,214 Principal elements of lease payments (3,278,533) (1,403,507) Net cash from financing activities 145,582,913 183,036,906 Net changes in cash and cash equivalents 15,822,274 65,866,299 Cash and cash equivalents at the beginning of the year 121,682,382 55,816,083 Cash and cash equivalents at the end of the year 137,504,656 121,682,382
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( 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 2022 were authorized for issue on 22 March 2023. One United Properties SA (the “Company”), was established in 2007 according to Law no. 31/1990, having as object of 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 740,563,717.2 divided into 3,702,818,586 shares at a nominal value of 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 27.5830% each and other shareholders holding 44.8340%. 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 mainly 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 2022 and 31 December 2021: Name of the subsidiary and associates Activity % ownership as at 31 December 2022 % ownership as at 31 December 2021 Registered office One Modrogan SRL Real estate developer in Bucharest 99.99% 99.99% Maxim Gorki street 20, Bucharest, district 1 One Peninsula SRL (former One Herastrau Park Residence SA) Real estate developer in Bucharest 100.00% 100% Maxim Gorki street 20, Bucharest, district 1 One Charles de Gaulle Residence SRL Real estate developer in Bucharest 99.99% 99.99% Maxim Gorki street 20, Bucharest, district 1 One Herastrau Plaza SRL Real estate developer in Bucharest 98.00% 98.00% Maxim Gorki street 20, Bucharest, district 1 One Verdi Park SRL Real estate developer in Bucharest 95.00% 95.00% Maxim Gorki street 20, Bucharest, district 1 X Architecture & Engineering Consult SRL Architecture services for group and non-group projects 80.00% 80.00% 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 98.00% 98.00% 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 80.00% 80.00% 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 98.00% 98.00% Maxim Gorki street 20, Bucharest, district 1 One North Gate SA Real estate developer in Bucharest 67.69% 62.41% Maxim Gorki street 20, Bucharest, district 1
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 12 One United Tower SA (former One United Tower SRL) Real estate developer in Bucharest 70.24% 70.24% Maxim Gorki street 20, Bucharest, district 1 Neo Floreasca Lake SRL Real estate developer in Bucharest 95.00% 80.58% Maxim Gorki street 20, Bucharest, district 1 One Mamaia Nord SRL (former Neo Mamaia SRL) Real estate developer in Bucharest 95.00% 82.33% Maxim Gorki street 20, Bucharest, district 1 Neo Timpuri Noi SRL Real estate developer in Bucharest 95.00% 82.33% Maxim Gorki street 20, Bucharest, district 1 One Herastrau Vista SRL (former Neo Herastrau Park SRL) Real estate developer in Bucharest 95.00% 82.00% Maxim Gorki street 20, Bucharest, district 1 One Floreasca Towers SRL (former One Herastrau IV SRL) Real estate developer in Bucharest 99.99% 99.99% 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 SA Real estate developer in Bucharest 57.25% 57.25% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Park Office Faza 2 SA Real estate developer in Bucharest 57.25% 57.25% Maxim Gorki street 20, Bucharest, district 1 One Cotroceni Park Office Faza 3 SA (former One Verdi Park Office SA) Real estate developer in Bucharest 80.00% 80.00% Maxim Gorki street 20, Bucharest, district 1 One Mamaia SRL Real estate developer in Bucharest 99.99% 99.99% Maxim Gorki street 20, Bucharest, district 1 One Proiect 4 SRL Real estate developer in Bucharest 100% 100% Maxim Gorki street 20, Bucharest, district 1 One Plaza Athenee SRL (former One Proiect 3 SRL) Real estate developer in Bucharest 100% 100% Maxim Gorki street 20, Bucharest, district 1 One Proiect 5 SRL Real estate developer in Bucharest 100% 100% Maxim Gorki street 20, Bucharest, district 1 One Herastrau City (former One Proiect 7 SRL) Real estate developer in Bucharest 100% 100% Maxim Gorki street 20, Bucharest, district 1 One High District S.R.L. (former One Proiect 1 SRL) Real estate developer in Bucharest 100% 100% Maxim Gorki street 20, Bucharest, district 1 One Lake Club S.R.L. (former One Proiect 6 SRL) Real estate developer in Bucharest 100% 100% Maxim Gorki street 20, Bucharest, district 1 One Carphatian Lodge Magura SRL (former Carpathian Estate SRL) Real estate developer in Bucharest 66.72% (indirect subsidiary) 66.72% (indirect subisdiary) Maxim Gorki street 20, Bucharest, district Reinvent Energy SRL Electric and sanitary Installations for real estate 20.00% 20.00% Str. Baba Novac, nr.8A, Bucureşti, sector 3 One Herastrau Office Properties SA Real estate developer 30.00% 30.00% Maxim Gorki street 20, Bucharest, district 1 Glass Rom Impex SRL Construction 20.00% 20.00% BUCURESTI sect. 4 str. Metalurgiei nr. 452 One Property Support Services SRL Property management 20.00% 20.00% Bucuresti Sectorul 6, Spl. Independentei, Nr. 202 One Proiect 8 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One City Club (former One Proiect 9 SRL) Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 10 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One United Italia SRL Real estate developer in Bucharest 90% 0% Maxim Gorki street 20, Bucharest, district
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 13 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 2021 33 7 40 Acquisitions 3 - 3 New foundations 14 - 14 Disposal (1) - (1) Balance on 31 December 2022 49 7 56 One United Management Services SRL Management services 100% 0% Maxim Gorki street 20, Bucharest, district Bo Retail Invest SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 11 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 12 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 14 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 15 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 16 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 17 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 18 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Proiect 2 SRL Real estate developer in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district Bucur Obor SA Lease of retail space 54.44% (indirect subsidiary) 0% Colentina, street 2, Bucharest, district 2 Eliade Tower SA Renting office premises in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district One Victoriei Plaza SRL (former Mam Imob Business Center SRL) Renting office premises in Bucharest 100% 0% Maxim Gorki street 20, Bucharest, district
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 14 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. For all periods up to and including the year ended 31 December 2020, the Company prepared its financial statements in accordance with Romanian generally accepted accounting principles. Starting 31 December 2021, the Company has prepared separate financial statements in accordance with IFRS. 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 2022, 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 In February 2022, an armed conflict has started between Russia and Ukraine, that affected the economies of the two countries and resulted, among others, in massive flows of refugees from Ukraine towards neighbouring countries (including Romania), as well as in a number of sanctions imposed by the international community against Russia, Belarus and some Russian companies. The medium- and long-term impact of this conflict and of the sanctions imposed against Russia cannot be currently anticipated sufficiently accurate. Considering that the Company has no activities that are significantly dependant of the area affected by the conflict or by sanctions (particularly Russia, Ukraine, Belarus), neither in respect of acquisitions, nor concerning sales or investments, we consider that the Company’s ability to continue as a going concern over the foreseeable future shall not be significantly affected, although there are still uncertainties regarding the evolution of the conflict and the potential impact on the countries that are close to the conflict zone and on the global economy in general. 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 2022. 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. New and amended standards and interpretations effective for the current reporting period The following new standards, amendments to the existing standards and new interpretation issued by the International Accounting Standards Board (IASB) and adopted by the EU are effective for the current reporting period and their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements: Amendments to IFRS 3: Definition of a Business – Reference to the Conceptual Framework with amendments to IFRS 3 issued by IASB on 14 May 2020. The amendments: (a) update IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework; (b) add to IFRS 3 a requirement that, for transactions and other events within the scope of IAS 37 or IFRIC 21, an acquirer applies IAS 37 or IFRIC 21 (instead of the Conceptual Framework) to identify the liabilities it has assumed in a business combination; and (c) add to IFRS 3 an explicit statement that an acquirer does not recognise contingent assets acquired in a business combination.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( 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) Amendments to IAS 16 “Property, Plant and Equipment” - Proceeds before Intended Use issued by IASB on 14 May 2020. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the cost of producing those items, in profit or loss. Amendments to IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” - Onerous Contracts — Cost of Fulfilling a Contract issued by IASB on 14 May 2020. The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. Amendments to various standards due to “Improvements to IFRSs (cycle 2018 -2020)” issued by IASB on 14 May 2020. Amendments to various standards resulting from the annual improvement project of IFRS (IFRS 1, IFRS 9, IFRS 16 and IAS 41) primarily with a view to removing inconsistencies and clarifying wording. The amendments: (a) clarify that subsidiary which applies paragraph D16(a) of IFRS 1 is permitted to measure cumulative translation differences using the amounts reported by its parent, based on the parent’s date of transition to IFRSs (IFRS 1); (b) clarify which fees an entity includes when it applies the ‘10 per cent’ test in paragraph B3.3.6 of IFRS 9 in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf (IFRS 9); (c) removes from the example the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives are illustrated in that example (Illustrative Example 13 accompanying IFRS 16); and (d) removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flows when measuring the fair value of a biological asset using a present value technique (IAS 41). 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 and adopted by the EU but are not yet effective: Amendments to IFRS 17 “Insurance contracts” - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued by IASB on 9 December 2021. It is a narrow-scope amendment to the transition requirements of IFRS 17 for entities that first apply IFRS 17 and IFRS 9 at the same time. Amendments to IAS 1 “Presentation of Financial Statements” - Classification of Liabilities as Current or Non-Current issued by IASB on 23 January 2020. The amendments provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. Amendments to IAS 1 issued by IASB on 15 July 2020 defer the effective date by one year to annual periods beginning on or after 1 January 2023. Disclosure of Accounting Policies issued by IASB on 12 February 2021. Amendments require entities to disclose their material accounting policies rather than their significant accounting policies and provide guidance and examples to help preparers in deciding which accounting policies to disclose in their financial statements. Non-current Liabilities with Covenants issued by IASB on 31 October 2022. Amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” - Definition of Accounting Estimates issued by IASB on 12 February 2021. Amendments focus on accounting estimates and provide guidance how to distinguish between accounting policies and accounting estimates. Amendments to IAS 12 “Income Taxes” - Deferred Tax related to Assets and Liabilities arising from a Single Transaction issued by IASB on 6 May 2021. According to amendments, the initial recognition exemption does not apply to transactions in which both deductible and taxable temporary differences arise on initial recognition that result in the recognition of equal deferred tax assets and liabilities.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( 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) These amendments had no impact on the consolidated 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 Amendments to IAS 1 “Classification of Liabilities as Current or Non-Current (IASB effective date: 1 January 2023)” Amendments to IAS 1 “Non-current Liabilities with Covenants (IASB effective date: 1 January 2024)” Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback (IASB effective date: 1 January 2024)” 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. The Company 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. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the Company’s separate financial statements requires management to make professional judgments, estimates and assumptions that affect the application of accounting policies, as well as the recognized value of assets, liabilities, revenue and expenses, and the accompanying disclosures. The actual results may vary from the estimated values. The estimates and assumptions are based on the historical experience and other elements, including the expectations regarding the future events considered reasonable in the existing circumstances. The underlying estimates and assumptions are periodically revised. The revision of accounting estimates is recognized starting with the period in which the estimates are revised. 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. 3.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: 3.a.1 Revenue from contracts – management fees The Company applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with related parties which are mainly linked to the invoicing of management fees: Determination of performance obligations Management fees are invoiced by the Company to other legal entities which are related parties. Management fees are related to several type of services provided such as: the use of the brand, support offered for various administrative tasks in connection with the projects under development. Management fees are invoiced according to the contractual terms and conditions and are, in general, based on a percentage of the estimated value, at invoicing date, of the projects under development. In line with the contractual terms and conditions, for all companies, the management fees invoiced include the following:
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 17 NOTE 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued) 3.a Judgements (continued) 3.a.1 Revenue from contracts – management fees (continued) Services related to support in respect of the implementation of the real estate projects of the subsidiaries or associates. These services are invoiced based on a percentage of the investment value booked by the legal entity in its ledger, at the moment the invoice is issued Success fees related to the sale or rental of the units built by subsidiaries or associates. These success fees are invoiced based on a percentage of the accounting profit generated by the legal entity at the moment the invoice is issued The right of use of the One United Properties brand by its subsidiaries or associates. This fee is invoiced based on a percentage of the turnover generated by the legal entity at the moment the invoice is issued With respect to these management fees, based on the analysis performed the series of distinct services has the same pattern of transfer to the customer. For each performance obligation identified the Company determined at contract inception that it satisfies the performance obligation over time. Determining the timing of revenue recognition The Company has evaluated the timing of revenue recognition of management fees based on a careful analysis of the rights and obligations under the terms of the contract. An entity transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognises revenue over time as the Company considers that the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the entity performs. The Company has determined that the output method is the best method for measuring progress for these contracts. Output methods include, in general, methods such as surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed and units produced, or units delivered. As described above, the Company has used several outputs when determining the amount to be invoiced, for services rendered to the legal entities. They are based on the performance completed to date based on results achieved by the legal entities such as the value of the current investment, accounting profits and turnover generated. Given the nature of services rendered, the Company considers that the output selected would faithfully depict the entity’s performance towards complete satisfaction of the performance obligation. Starting with November 2022, the management fee activity was transferred to One United Management Services SRL. 3.b Estimates and assumptions The key assumptions concerning future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the separate financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. 3.b.1 Leases – Estimating the incremental borrowing rate The Company cannot readily determine the interest rate implicit in leases where it is the lessee, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the Company’s stand-alone credit rating).
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 18 NOTE 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued) 3.b Estimates and assumptions (continued) 3.b.2 IPO associated costs The costs of an IPO that involves both issuing new shares and a stock market listing are accounted for as follows: Incremental costs that are directly attributable to issuing new shares are deducted from equity (net of any income tax benefit) in line with, IAS 32.37 Costs that relate to the stock market listing, or are otherwise not incremental and directly attributable to issuing new shares, are recorded as an expense in the statement of comprehensive income Costs that relate to both share issuance and listing are allocated between those functions on a rational and consistent basis in line with IAS 32.38. In the absence of a more specific basis for apportionment, an allocation of common costs based on the proportion of new shares issued to the total number of (new and existing) shares represent an acceptable approach. The Company has performed this analysis and has booked, in Equity, incremental costs directly attributable to issuing new shares, gross of tax, of RON 1.5 million (Dec 2021: RON 7.3 million). NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies presented below were consistently applied for all periods shown in these separate financial statements by the Company. 4.1 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 There is no unconditional right to defer the 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. 4.2 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 services delivered Revenues from rentals, service charge and similar Other revenues
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 19 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.2 Revenues (continued) 4.2.1 Revenues from services delivered Services delivered are related to management fees reinvoiced by the Company to related parties and were valued based on IFRS 15 as described in 3.a.1 “Revenue from contracts – management fees”. 4.2.2 Revenues from rentals, service charge and similar The Company earns revenue from acting as a lessor by subletting to other subsidiaries and/or associates a part of the surfaces rented out directly from the subsidiary One North Gate SA until the Company has moved the office to One Tower building related to One United Tower SA, subsidiary. In line with IFRS 16, the Company has booked separate contracts: one related to the rental contract between the Company (lessee) and One North Gate SA (lessor) for which a right of use asset and a lease liability has been booked in the Statement of Financial Position of the Company one related to the rental contract between the Company (lessee) and One United Tower SA (lessor) for which a right of use asset and a lease liability has been booked in the Statement of Financial Position of the Company Rental income arising from operating leases is accounted for on a straight-line basis over the lease term and is included in revenue in the statement of profit or loss due to its operating nature, except for contingent rental income which is recognised when it arises. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income. Lease incentives that are paid or payable to the lessee are deducted from lease payments. Accordingly, tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease. The lease term is the non- cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the Company is reasonably certain that the tenant will exercise that option. Amounts received from tenants to terminate leases or to compensate for damages are recognised in the statement of profit or loss when the right to receive them arises. The Company enters as a lessor into lease agreements that fall within the scope of IFRS 16. These agreements might include certain services offered to tenants (i.e., customers) including common area maintenance services (such as cleaning, security, landscaping and snow removal of common areas), as well as other support services (e.g., reception services, catering and other event related services). These services are specified in the lease agreements and separately invoiced. The Company has determined that these services constitute distinct non-lease components (transferred separately from the right to use the underlying asset) and are within the scope of IFRS 15. The Company allocates the consideration in the contract to the separate lease and revenue (non-lease) components on a relative stand-alone selling price basis. The Company arranges for third parties to provide certain of these services to its tenants. The Company concluded that it acts as a principal in relation to these services as it controls the specified services before transferring them to the customer. Therefore, the Company records revenue on a gross basis. 4.2.3 Other revenues Other revenues are mainly related to invoicing of costs associated to rental contracts in which the Company is a lessor. These costs invoices are considered as a services component and follow the IFRS 15 accounting principles. 4.3 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 20 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.3 Foreign currencies (continued) 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. 4.4. 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. 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. 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. 4.5 Intangible assets i) Licences Separately acquired licences are shown at historical cost. They have a finite useful life and are subsequently carried at cost less accumulated amortization and impairment losses. ii) Software Separately acquired software is measured at cost. After initial recognition, the software is carried at cost less any accumulated amortization and any accumulated impairment losses, if any.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 21 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.5 Intangible assets (continued) Costs associated with maintaining software programmes are recognized as an expense as incurred. iii) Amortisation method and period Software is amortized on a straight-line basis for a period of maximum 3 years and licenses are amortized over their validity periods, which in general do not exceed 5 years. The amortization period and amortization method for an intangible asset with a determined useful life are reviewed at least at the end of each reporting period. Changes in expected useful lives or expected future economic benefits embodied in assets are accounted for by changes in the method or the amortization period as appropriate and are treated as changes in accounting estimates. Gains or losses arising from the derecognition of an intangible asset are calculated as difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss when the asset is derecognized. 4.6 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and/or accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repair and maintenance costs are recognized in profit or loss when incurred. Depreciation The economic useful life is the amount of time that the asset is expected to be used by the Company. Depreciation is calculated using the straight-line method over the life of the asset. Type Useful life Light constructions (shacks, etc.) 8 years Office set-up 5 years Technological equipment 4 years Vehicles 4 years Other fixed assets and IT equipment 2-8 years The useful life and depreciation method are reviewed periodically and, if necessary, adjusted prospectively, so that there is a consistency with the expected economic benefits of those assets. Derecognition An item of property, plant and equipment is derecognized upon disposal or when no future economic benefit is expected from its use or disposal. Any gain or loss resulting from the derecognition of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement when the asset is derecognized. Impairment An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Refer to accounting policies on impairment on non-financial assets in this note. 4.7 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 22 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.8 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. 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
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 23 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.8 Financial instruments (continued) 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. 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.).
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 24 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.8 Financial instruments (continued) 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. 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 31 December 2022, 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. Refer to the accounting policy on lease for the initial recognition and measurement of finance lease liabilities, as this is not in the scope of IFRS 9. 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. Refer to the accounting policy on lease for the subsequent measurement of finance lease liabilities. 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 25 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.9 Leases The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. i) Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to accounting policies on impairment on non-financial assets in this note. ii) Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. IFRS 16 requires certain adjustments to be expensed, while others are added to the cost of the related right-of-use asset. iii) Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term. Company as a lessor Refer to the accounting policies on rental income. 4.10 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 26 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.10 Cash and short-term deposits (continued) 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. 4.11 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. 4.12 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 27 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.12 Taxes (continued) 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. 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. 4.13 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. 4.14 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 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 28 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.15 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. 4.16 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. 4.17 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 29 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 4.17 Dividends and share capital increase (continued) 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 newly raised capital will be invested with priority in new developments, according to the existing solid pipeline of the company, while the current cash position will be used to accelerate the delivery of the ongoing developments. 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. 4.18 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 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 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 2022 31 December 2021 Investments in subsidiaries and associates 209,382,429 90,497,644 Loans granted to subsidiaries, associates and others 571,982,357 338,295,046 Total 781,364,786 428,792,690
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 30 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) Description Trade receivables, short-term deposits and loans and cash and cash equivalents 31 December 2022 31 December 2021 Trade receivables 726,283 102,053,110 Other receivables 100,314,789 28,753,389 Loans granted to subsidiaries, associates and others 601,077,685 363,019,740 Cash and cash equivalents 137,504,656 121,682,382 Total 839,623,413 615,508,621 Description Financial liabilities at amortised cost 31 December 2022 31 December 2021 Trade and other payables 135,585,907 98,564,187 Short and long-term loans and borrowings - 27,921,952 Lease liabilities 19,766,389 3,764,387 Total 155,352,296 130,250,526 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 2022 and 31 December 2021, respectively, is the carrying amounts of each class of financial instruments. 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 31 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) 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 2022, 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 2022 Less than 1 year 1 to 5 years Trade and other payables 116,038,790 19,547,117 Short and long-term loans and borrowings - - Lease liabilities 1,901,977 17,864,412 Total 117,940,767 37,411,529 As at 31 December 2021 Less than 1 year 1 to 5 years Trade and other payables 98,456,719 107,468 Short and long-term loans and borrowings - 27,921,952 Lease liabilities 1,299,647 2,464,740 Total 99,756,366 30,494,160 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 2022 Less than 1 year 1 to 5 years Cash and cash equivalents 137,504,656 - Trade and other receivables 101,041,072 - Loans granted to subsidiaries, associates and others (*) 29,095,328 571,982,357 Total 267,641,056 571,982,357 As at 31 December 2021 Less than 1 year 1 to 5 years Cash and cash equivalents 121,682,382 - Trade and other receivables 130,806,499 - Loans granted to subsidiaries, associates and others (*) 24,724,694 338,295,046 Total 277,213,575 338,295,046 (*) Please note that loans granted to subsidiaries and associates have an undetermined reimbursement date. The classification above was made on Managements best estimate scenario.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 32 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) 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; The financial instruments held by the Company that are affected by market risk are principally loans and borrowings (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: 2021: 3.25% 2022: 3.25% 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 sensitivit y 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: 31 December 2022 EUR USD TOTAL in RON Monetary assets Cash and cash equivalents 9,315,134 89 46,086,103 Loans granted to subsidiaries, associates and others 121,208,816 - 599,668,495 Monetary liabilities Loans and borrowings - - - Trade and other payables (121,324) - (600,240) Lease liabilities (3,995,308) - 19,766,389 Net excess/(exposure) 126,407,316 89 625,387,969
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 33 NOTE 5. RISK MANAGEMENT (continued) 5.2. Financial risks (continued) 5.2.3. Market risk (continued) 31 December 2021 EUR USD TOTAL in RON Monetary assets Cash and cash equivalents 23,336,374 93 115,471,120 Loans granted to subsidiaries, associates and others 72,328,339 - 357,887,854 Monetary liabilities Loans and borrowings (5,642,964) - (27,921,952) Trade and other payables (33,242) - (164,484) Lease liabilities (760,774) - (3,764,387) Net excess/(exposure) 89,227,733 93 441,508,151 Sensitivity analysis for foreign exchange risk 31 December 2022: A 5% appreciation of the RON against the EUR would decrease the Company’s profit by RON 31,269,398, while a 5% depreciation of the RON against the EUR as of 31 December 2022 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 2021: A 5% appreciation of the RON against the EUR would decrease the Company’s profit by RON 22,075,387, while a 5% depreciation of the RON against the EUR as of 31 December 2021 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. (i) Operating risk 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 34 NOTE 5. RISK MANAGEMENT (continued) 5.3. Other risks (continued) (ii) 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. (iii) 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. (iv) 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 politic al instability as well as possible changes in the administrative organizational structure at the level of local governments wher e the Company intends to develop its projects. (v) Taxation risk The Romanian tax system is subject to many constant interpretations and changes. In Romania, the prescription for tax audits is 5 years. However due to state of emergency from 2020, the prescription period for financial years 2015-2019 was prolonged with 9 months and for the financial years staring 2016 the prescription period of 5 years starts at July 1 of the n ext financial year. 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 thei r registration (and following the general rules described above), and therefore the Company’s tax returns from 2018 to 2022 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 respectiv e 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. 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 35 NOTE 5. RISK MANAGEMENT (continued) 5.4. Capital management (continued) 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 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 36 NOTE 6. PROPERTY, PLANT AND EQUIPMENT Land, Buildings, barracks Equipment measurement apparatus and vehicles Furniture and other non- current assets Tangible under development Total Description Cost As at 31 December 2020 1,197,549 245,859 429,687 46,719 1,919,814 Additions - 129,962 125,067 - 255,029 Disposals - 2,815 3,376 46,719 52,910 As at 31 December 2021 1,197,549 373,006 551,378 - 2,121,933 Additions - 65,090 2,527,782 1,197,169 3,790,041 Disposals 36,753 438,096 1,069,995 1,192,966 2,737,810 As at 31 December 2022 1,160,796 - 2,009,165 4,203 3,174,164 Depreciation and impairment As at 31 December 2020 225,268 140,004 64,908 - 430,180 Depreciation charge for the year 244,219 79,058 79,980 - 403,257 Disposals 0 2,463 2,720 - 5,183 As at 31 December 2021 469,487 216,599 142,168 - 828,254 Depreciation charge for the year 243,453 74,784 336,872 - 655,109 Disposals 31,393 291,383 278,311 - 601,087 As at 31 December 2022 681,547 - 200,729 - 882,276 Net book value As at 31 December 2021 728,062 156,407 409,210 - 1,293,679 As at 31 December 2022 479,249 - 1,808,436 4,203 2,291,888 During 2022 the company transferred to One United Management Services the management fee activity. As part of this transfer, tangible assets with a net book value of RON 2,099,207 were transferred.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 37 NOTE 7. INTANGIBLE ASSETS Description Development costs Concessions, patents, licenses Other intangible assets Total Cost As at 31 December 2020 - 159,827 49,059 208,886 Additions 355,010 110,132 164,712 629,854 Disposals - - 72,299 72,299 As at 31 December 2021 355,010 269,959 141,472 766,441 Additions 386,408 - 2,324 388,732 Disposals 726,872 269,959 98,674 1,095,505 As at 31 December 2022 14,546 - 45,122 59,668 Amortization and impairment As at 31 December 2020 - 79,930 37,579 117,509 Amortization - 45,389 36,088 81,477 Disposals - - - - As at 31 December 2021 - 125,319 73,667 198,986 Amortization - 47,370 24,757 72,127 Disposals - 172,689 98,424 271,113 As at 31 December 2022 - - - - Net value As at 31 December 2021 355,010 144,640 67,805 567,455 As at 31 December 2022 14,546 - 45,122 59,668 During 2022 the company transferred to One United Management Services the management fee activity. As part of this transfer, intangible assets with a net book value of RON 824,392 were transferred.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 38 NOTE 8. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES Subsidiary / Associate Ownership right Ownership right Investment value Investment value 31.dec.21 31.dec.22 31.dec.21 31.dec.22 One Charles de Gaulle Residence SRL 99.99% 99.99% 3,189,302 165,938 One Modrogan SRL 99.99% 99.99% 89,990 89,990 One Mircea Eliade Properties SRL 100.00% 100.00% 45,000 45,000 One Floreasca Towers SRL 100.00% 100.00% 44,990 44,990 One Long Term Investments SRL 100.00% 100.00% 45,000 45,000 One Lake District SRL 98.00% 98.00% 44,100 44,100 One Herastrau Plaza SRL 98.00% 98.00% 44,100 44,100 One Herastrau Towers SRL 100.00% 100.00% 45,900 45,900 One Long Term Value SRL 98.00% 98.00% 980 980 One United Tower SA 70.24% 70.24% 3,176,548 3,176,548 One Peninsula SRL 100.00% 100.00% 25,240,826 26,740,826 One Verdi Park SRL 95.00% 95.00% 7,729,600 7,729,600 One Cotroceni Park SRL 80.00% 80.00% 36,010 36,010 X Architecture Engineering Consult SRL 80.00% 80.00% 160 160 One North Gate SA 62.41% 67.69% 21,607,152 25,831,080 Skia Real Estate SRL 51.00% 51.00% 510 510 Neo Floreasca Lake SRL(control prin detinere indirecta) 80.58% 95.00% 3,199,348 5,262,506 One Cotroceni Park Office SA 57.25% 57.25% 17,657,519 17,657,519 One Cotroceni Park Office Faza 2 SA 57.25% 57.25% 6,394,657 6,394,657 One Mamaia SRL 99.98% 99.98% 44,990 44,990 One Cotroceni Park Office Faza 3 SA 80.00% 80.00% 72,000 72,000 Reinvent Energy SRL 20.00% 20.00% 240,000 240,000 Glass Rom Impex SRL 20.00% 20.00% 300 300 One Herastrau Office Properties SA 30.00% 30.00% 27,000 27,000 One Property Support Services SRL 20.00% 20.00% 40 40 One Herastrau Vista SRL (former Neo Herastrau Park SRL) 82.00% 95.00% 671,784 2,714,754 Neo Timpuri Noi SRL 82.33% 95.00% 305,928 1,208,762 One Mamaia Nord SRL (former Neo Mamaia SRL) 82.33% 95.00% 273,910 1,082,259 One Proiect 4 SRL 100.00% 100.00% 45,000 45,000 One Plaza Athenee SRL (former One Proiect 3 SRL) 100.00% 100.00% 45,000 45,000 One Proiect 5 SRL 100.00% 100.00% 45,000 45,000 One Herastrau City SRL (former One Proiect 7 SRL) 100.00% 100.00% 45,000 45,000 One High District S.R.L. (former One Proiect 1 SRL) 100.00% 100.00% 45,000 45,000 One Lake Club S.R.L. (former One Proiect 6 SRL) 100.00% 100.00% 45,000 45,000 One Proiect 8 SRL 0% 100.00% - 45,000 One City Club (former One Proiect 9 SRL) 0% 100.00% - 45,000 One Proiect 10 SRL 0% 100.00% - 45,000 One United Italia SRL 0% 90.00% - 40,500 One United Management Services SRL 0% 100.00% - 45,000 Bo Retail invest SRL 0% 100.00% - 200 One Proiect 11 SRL 0% 100.00% - 45,622,983 One Proiect 12 SRL 0% 100.00% - 500,000 One Proiect 14 SRL 0% 100.00% - 45,000 One Proiect 15 SRL 0% 100.00% - 45,000 One Proiect 16 SRL 0% 100.00% - 45,000 One Proiect 17 SRL 0% 100.00% - 45,000
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 39 NOTE 8. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (continued) Subsidiary / Associate Ownership right Ownership right Investment value Investment value 31.dec.21 31.dec.22 31.dec.21 31.dec.22 One Proiect 18 SRL 0% 100.00% - 45,000 One Proiect 2 SRL 0% 100.00% 45,000 Eliade Tower SRL 0% 100.00% - 22,344,994 One Victoriei Plaza (former Mam Imob Business Center SRL) 0% 100.00% - 41,408,233 Financial assets – investments in subsidiaries and associates 90,497,644 209,382,429 During 2022, thirteen new subsidiaries were established within the One group: One Proiect 8 SRL, One City Club SRL (former One Proiect 9 SRL), One Proiect 10 SRL, One Proiect 11 SRL, One Proiect 12 SRL, One Proiect 14 SRL, One Proiect 15 SRL, One Proiect 16 SRL, One Proiect 17 SRL, One Proiect 18 SRL, One Proiect 2 SRL, One United Management Services SRL and One United Italia SRL which are 100% owned by the Company. The Company have increased its ownership in the share capital of the below subsidiaries, as follows: - One Mamaia Nord SRL (former Neo Mamaia SRL) from 82.33% to 95.00%, the total consideration price for the shares acqcuired is RON 808,349. - Neo Floreasca Lake SRL from 80.58% to 95.00%, the total consideration price for the shares acqcuired is RON 2,063,158. - Neo Timpuri Noi SRL from 82.33% to 95.00%, the total consideration price for the shares acqcuired is RON 902,834. - One Herastrau Vista SRL (former Neo Herastrau Park SRL) from 82.00% to 95.00%, the total consideration price for the shares acqcuired is RON 2,042,970. - One North Gate SA from 62.41% to 67.69%, the total consideration price for the shares acqcuired is RON 4,2 million. On 8 February 2022, the Company directly acquired 100% of the shares of BO Retail Invest SRL a subsidiary which has previously acquired a controlling stake of 54.4351% in Bucur Obor SA, a company listed on the Multilateral Trading System of the Bucharest Stock Exchange, under symbol BUCU. The transaction was subject to Competition Council clearance, which the Company received on 4 February 2022. The total amount paid for the transaction was of RON 65,4 million, representing the consideration of the acquisition of the shares. On 27 July 2022 the Company acquired 100% shares in a new subsidiary One Victoriei Plaza SRL (former Mam Imob Business Center SRL) that owns and operates the office building located at 29-31 Nicolae Titulescu Boulevard, Bucharest, Romania (One Victoriei Plaza). The total value of the transaction is approximately EUR 28 million. The office building is fully leased to First Bank as a tenant. On 05 October 2022, the Company have completed the acquisition of Eliade Tower, office building located at 18 Mircea Eliade Boulevard, Bucharest, Romania. The total value of the transaction is approximately EUR 9.8 million. There are several subsidiaries in which the Company own investments which have in place bank loan contracts. The bank loan contracts contain pledges on the real estate and office developments (land and construction in progress), as well as receivables from customers, insurance policies and bank accounts. In addition: - in the subsidiary One Verdi Park bank loan there is a pledge on the holding company’s shares in the subsidiary One North Gate SA for a number of 5,104 shares before the issuing of new shares in One North Gate SA; - the subsidiaries One Cotroceni Park Office SA and One Cotroceni Park Office Faza 2 SA have signed the loan agreement with Banca Comerciala Romana SA, BRD Groupe Societe Generale SA and Erste Group Bank AG which have also additional pledges on shareholder loan and 100% of the share capital of the borrowers; - One United Tower SA bank loan have pledges on shareholder loans and over shares 100%; - One Mircea Eliade Properties SRL have a bank loan signed with real estate mortgage over 29 apartments and 35 parking places.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 40 NOTE 9. LOANS GRANTED TO SUBSIDIARIES, ASSOCIATES AND OTHERS As at 31 December 2021 Less than 1 year 1 to 5 years Total Financial assets – loans granted to subsidiaries and associates 24,724,694 338,054,621 362,779,315 Financial assets – loans granted to others - 240,425 240,425 Total 24,724,694 338,295,046 363,019,740 As at 31 December 2022 Less than 1 year 1 to 5 years Total Financial assets – loans granted to subsidiaries and associates 29,352,204 573,917,031 603,269,235 Financial assets – loans granted to others - 252,238 252,238 Allowance for expected credit losses (256,876) (2,186,912) (2,443,788) Financial assets – loans granted to subsidiaries and associates 29,095,328 571,982,357 601,077,685 We have presented below a decomposition of the loans granted at a project level: Description 31 December 2022 31 December 2021 Loans granted for acquiring new subsidiaries or associates 149,081,665 106,373,824 Loans granted to subsidiaries for development of office buildings 159,721,129 135,045,054 Loans granted to subsidiaries for development of residential projects 264,426,959 82,472,332 Loans granted to subsidiaries for further development of real estate projects 24,291,279 35,086,759 Loans granted to subsidiary which deliver architecture services for group and non-group projects - 3,421,175 Loans granted to subsidiaries for operational activity 5,101,759 - Other loans 898,682 620,596 Total 603,521,473 363,019,740 1-Jan-22 Additional loans granted Interest revenue Repayment of loans granted Payment of interest Foreign exchange 31-Dec-22 Financial assets – loans granted to subsidiaries and associates 362,779,315 605,039,995 13,641,041 (365,159,542) (13,934,926) 903,352 603,269,235 Financial assets – loans granted to others 240,425 - - - - 11,812 252,237 Total assets from financing activities 363,019,740 605,039,995 13,641,041 (365,159,542) (13,934,926) 915,164 603,521,472 We have performed an analysis of each individual project in order to assess if an impairment would be needed. Based on our analysis, all projects are profitable. Nevertheless, the Company has booked an Expected Credit Loss provision in amount of RON 2,443,788. The following subsidiaries which have received loans from the holding company, One United Properties SA have also signed bank loans contracts: One Mircea Eliade Properties SRL (RON 41.2 million), One Peninsula SRL (RON 59.4 million), One Verdi Park SRL (RON 98.36 million), Neo Timpuri Noi SRL (RON 18.55 million), One United Tower SA (RON 204.82 million), One North Gate SA (RON 33.84 million), One Cotroceni Park Office SA (RON 211.52 million) and One Cotroceni Park Office Faza 2 SA (RON 49.25 million), One Victoriei Plaza SRL (RON 89.18 million).
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 41 NOTE 10. RIGHT OF USE ASSETS The Company has entered into one operating lease agreement related to the rental of office surfaces with One North Gate SA (lessor) started on 20 December 2019 and ended in 2022, and with the subsidiary One United Tower SA. The lease contract with One United Tower SA has started as of 01 January 2022 for a lease period of 10 years and for which the Company have received 10 months of lease incentives. The monthly rent is of kEUR 46. The table below presents the evolution of the right of use for the periods 1 January 2022 – 31 December 2022. Refer to Notes 17 for further information. Description Right of use Cost at 01 January 2021 5,716,810 Additions - Disposals - Cost at 31 December 2021 5,716,810 Additions 19,600,153 Disposals 5,716,810 Cost at 31 December 2022 19,600,153 Amortisation at 1 January 2021 1,180,245 Additions 1,143,361 Disposals - Amortisation at 31 December 2021 2,323,606 Additions 2,531,696 Disposals 2,895,286 Amortisation at 31 December 2022 1,960,016 NET VALUE At 31 December 2021 3,393,204 At 31 December 2022 17,640,137 NOTE 11. OTHER NON-CURRENT ASSETS Description 31 December 2022 31 December 2021 Warranties for headquarter rental activity 1,086,291 962,591 Amounts to be collected from related parties / affiliates 38,851,373 - Total 39,937,664 962,591 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 38,8 million from the total SOP expense of RON 46 million is allocated to subsidiaries.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 42 NOTE 12. TRADE AND OTHER RECEIVABLES As at 31 December 2022 and 31 December 2021 trade and other receivables are detailed as follows: 31 December 2022 31 December 2021 Description Trade receivables – customers 100,230 396,153 Trade receivables – subsidiaries and related parties 625,712 93,672,592 Accrued receivables – subsidiaries - 7,984,365 Accrued receivable – other third party customers 341 - Total trade receivables 726,283 102,053,110 VAT receivable 25,563,900 19,353,518 Amounts to be collected from related parties / affiliates 35,639,533 2,949,570 Other receivables 203,507 112,653 Receivables representing dividends distributed during the financial year 36,102,481 - Various debtors – related parties 2,798,430 - Various debtors 6,938 5,673,276 Other tax receivables - 664,372 Total other receivables 100,314,789 28,753,389 Total trade and other receivables 101,041,072 130,806,499 The amounts presented above as Amounts to be collected from related parties/affiliates are represented mainly by the receivable from One United Management Services SRL resulted from the transfer of management fee activity (approx. 20,6 million Ron). Also, an amount of approx. 13,5 million RON is 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. On 28 September 2022, through Decision of the Ordinary General Meeting of Shareholders it was was approved the distribution of interim dividends from the Company’s profit corresponding to the first six months of the financial year ending on 31 December 2022 in value of RON 36,102,481 (gross amount), from the distributable net profit of RON 46,075,910 for the first half of the financial year ending 31 December 2022. The proposed final dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements. Description 31 December 2022 31 December 2021 Trade receivable - from management fee provided to subsidiaries - 101,239,216 Trade receivable - subsidiaries 492,950 264,250 Trade receivable - other related parties 132,762 153,491 Trade receivable - other third party customers 100,571 396,153 Total 726,283 102,053,110 % of Trade receivable - from management fee provided to subsidiaries in total trade receivables 0.00% 99.20% Most of the balance of trade receivables are related to management fees invoiced to subsidiaries as of 31 December 2021. The balances related to management fees are collected in general subsequent to the completion of the real estate project for which these services are rendered. The normal operating cycle of the subsidiaries is three years but may be longer depending on the size of the project. As a result, current assets include items whose realization is intended and / or anticipated to occur during the normal operating cycle of the development of real estate projects by the Group. Starting with November 2022, the management fee activity was transferred to One United Management Services SRL, a new subsidiary owned 100% by the Company.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 43 NOTE 13. CASH AND CASH EQUIVALENTS Cash and cash equivalents are detailed as follows: Description 31 December 2022 31 December 2021 Cash and cash equivalents denominated in EUR 46,085,692 115,470,713 Cash and cash equivalents denominated in RON 91,413,157 6,205,367 Cash and cash equivalents denominated in USD 411 407 Petty Cash - RON 5,396 5,895 Total 137,504,656 121,682,382 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. Out of total cash and cash equivalent amounts held at 31 December 2022, 39% are held in banks with BBB Fitch rate, 27% are held in banks with BB- Fitch rate, and 8% are held in banks with BB+ Fitch rate. As a consequence, a provision of approximately RON 1 million was booked as of 31 December 2022. 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. NOTE 14. PROFIT TAX The Company’s current profit tax for the years 2022 and 2021 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 2022 and 31 December 2021 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 2022 31 December 2021 Deferred tax assets 1,167,931 59,389 Total assets /(liabilities) 1,167,931 59,389 The breakdown of tax expenses is detailed below: Description 31 December 2022 31 December 2021 Current income tax expense (3,641,284) (7,841,418) Deferred tax impact 1,167,931 (5,090) Total assets /(liabilities) (2,473,353) (7,846,508)
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 44 NOTE 14. PROFIT TAX (continued) (i) Reconciliation of effective tax rate 2022 2021 Gross result 119,289,351 48,561,025 16% rate 19,086,296 7,769,764 Effect of taxable elements similar to revenues (16,170,019) 1,483,144 Effect of taxable elements similar to expenses 2,398,473 (142,851) Legal reserve (962,444) (388,447) Other tax effects 3,218 380,215 Profit tax decrease due to sponsorship expenses (121,473) (349,470) Profit tax decrease due to bonification OUG 33/200 (592,767) (910,937) Total profit tax expenses 3,641,284 7,841,418 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 2022: One Mamaia Nord SRL, Neo Timpuri Noi SRL, One Cotroceni Park SRL, One Floreasca Towers SRL, One Herastrau Towers SRL, One Lake District SRL, One Long Term Value SRL, One Mircea Eliade Properties SRL, One Modrogan SRL, One Peninsula SRL and One Verdi Park SRL. NOTE 15. 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 2022 the Company’s share capital is RON 740,563,717.2 (31 December 2021: RON 514,828,059) divided into 3,702,818,586 shares (31 December 2021: 2,574,140,294 shares) at a nominal value of RON 0.2 each (31 December 2021: 0.2). All issued shares are fully paid. Structure of share capital Name of shareholder 31 December 2022 31 December 2021 Number of shares Nominal value [RON] Holding [%] Number of shares Nominal value [RON] Holding [%] Vinci Ver Holding SRL (represented by Mr. Victor Capitanu 1,021,349,895 204,269,690 27.5830% 766,012,422 153,202,534 29.7580% OA Liviu Holding Invest SRL (represented by Mr. Andrei Diaconescu) 1,021,349,895 204,269,690 27.5830% 766,012,422 153,202,534 29.7580% Others 1,660,118,796 332,024,337 44.8340% 1,042,115,450 208,422,991 40.4840% Total 3,702,818,586 740,563,717 100.00% 2,574,140,294 514,828,059 100.00% 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.
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 45 NOTE 15. EQUITY (continued) On 19 April 2021, the extraordinary general meeting of the shareholders have approved to increase the Company share capital from the amount of RON 259,824,598 to the amount of RON 260,014,171, by increasing the nominal value of the shares from the amount of RON 260.41/share to the amount of RON 260.60/share, by incorporating the reserves of RON 189,573. Also have approved to amend the nominal value of one share from the amount of RON 260.60/share to RON 0.2/share. The total number of shares following this change is of 1,300,070,856 shares. On 16 July 2021, the Board of Directors have approved to increase the share capital of the Company up to the amount of RON 286,015,588 by issuing of a number of 130,007,085 new ordinary, nominative, dematerialized shares at a nominal value of 0.2/share. The share capital increase took place in the context of listing the Company on the regulated market operated by the Bucharest Stock Exchange, as approved by the EGMS Resolution no 55/19 April 2021. The amount of RON 233,111,060 representing the difference between the total amount of the subscription price paid for all new shares and the total nominal value of all new shares subscribed in the share capital increase was recognized as share premium. On 6 December 2021, the Board of Directors have approved to increase the Company’s share capital with the amount of up to RON 228,812,471 by issuance of a number of 1,144,062,353 new ordinary shares with a nominal value of RON 0.2 per share by incorporating approximately 80% of the share premiums resulted from the public offering conducted between 22 June and 2 July 2021. On April 26th, 2022, held the Ordinary and Extraordinary General Meetings of Shareholders. During the GMS, the shareholders approved, among other items, the distribution of the second tranche of the dividends of RON 42.5 million (with first tranche paid in October 2021, full gross dividend for 2021 is RON 75 million). The gross dividend of RON 0.0165 per share was paid until September 30th, 2022. Company’ dividend policy includes the payment of dividends on a semi-annual basis. On 26 April 2022, the Extraordinary General Meeting of Shareholders and subsequent on 5 May 2022, the Board of Directors have approved the share capital increase in order to raise funds to finance the current activity of the Company and its group, respectively to finance developments and acquisitions, through one or more issues of ordinary, registered and dematerialized shares. On August 3, 2022, the Board of Directors approved the results of the Share Capital Increase, respectively the subscription of a number of 202,973,646 new shares offered at a price of 1.25 RON/share representing a total gross capital raise of RON 253,717,057.50 divided into share capital nominal value of RON 40,594,729.2 respectively RON 0.2 per each share and share premium of RON 213,122,328.30. The share capital of the Company is thus increased from the nominal value of RON 514,828,058.80 to the nominal value of RON 555,422,788. Decision of the Board of Directors no. 34/1 November 2022 have approved, in accordance with the Resolution of the Extraordinary General Meeting of the Shareholders no. 64/28 September 2022, the increase of the share capital with the amount of RON 185,140,929.20 by issuance of a number of 925,704,646 new ordinary, nominative and dematerialised shares with a nominal value of RON 0.2 per share, by incorporating approximately 87% of the share premiums resulted from the share capital increase operation conducted between 27 June 2022 – 3 August 2022. Following the Share Capital Increase, the share capital of the Company will be of RON 740,563,717.2, fully subscribed and paid up by the shareholders, divided into 3,702,818,586 nominative shares, dematerialised, with a nominal value of RON 0.2 /share. (ii) Legal reserve The legal reserve amounts to RON 11,437,359 at 31 December 2021 and RON 17,452,635 at 31 December 2022. 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).
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 46 NOTE 15. EQUITY (continued) ii) Legal reserve (continued) 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. A share-based payment plan was set up during Q4 2020 by which a number of 941 shares of the holding company were granted to an employee. The vesting period is of minimum 12 months and the option can be exercised up to 15 months from the granting date. According to the resolution of the Board of Directors no 20/30 December 2021 and pursuant to the resolution of the extraordinary general meeting of the Company’s shareholders no 55/19 April 2021, the Company approved the “split” of shares, by decreasing the nominal value of a share from RON 260.60 to RON 0.2, and pursuant to the resolution of the extraordinary general meeting of the Company’s shareholders no 56/26 May 2021, the “split” of shares has been confirmed to apply to any share options granted prior to the “split” operation. Therefore, it was approved the amendment of the contract in order to reflect the “split”, as well as to extend the term for exercising the share options granted to the beneficiary. The Company has estimated the reserve by taking into account the fair value of the instrument and the vesting period. 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. During the year 2022, 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 amount of RON 46 million in the capital reserve. Balance at 1 January 2021 463,393 Credit to equity for equity-settled share-based payments 926,786 Balance at 1 January 2022 1,390,179 Credit to equity for equity-settled share-based payments 46,150,940 Balance at 31 December 2022 47,541,119
ONE UNITED PROPERTIES SA NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER 2022 ( Amounts are expressed in RON, unless otherwise mentioned) 47 NOTE 16. LOANS AND BORROWINGS Description 31 December 2022 31 December 2021 Other loans received from subsidiaries - (27,921,952) Total assets /(liabilities) - (27,921,952) Detailed information about the balances and transactions with related parties are presented in Note 23. The other long-term loans amounting to RON 27,921,952 a