Annual report
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PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es R. M. Madrid, hoja M-63.988, folio 75, tomo 9.267, libro 8.054, sección 3ª Inscrita en el R.O.A.C. con el número S0242 - NIF: B-79031290 1 This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. Independent auditor's report on the consolidated annual accounts To the shareholders of Castellana Properties Socimi, S.A. Opinion We have audited the consolidated annual accounts of Castellana Properties Socimi, S.A. (the Parent company) and its subsidiaries (the Group), which comprise the balance sheet as at 31 March 2025, and the income statement, statement of comprehensive income, statement of changes in equity, cash flow statement and related notes, all consolidated, for the year then ended. In our opinion, the accompanying consolidated annual accounts present fairly, in all material respects, the equity and financial position of the Group as at 31 March 2025, as well as its financial performance and cash flows, all consolidated, for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS -EU) and other provisions of the financial reporting framework applicable in Spain. Basis for opinion We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated annual accounts section of our report. We are independent of the Group in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the consolidated annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Most relevant aspects of the audit The most relevant aspects of the audit are those that, in our professional judgment, were considered to be the most significant risks of material misstatement in our audit of the consolidated annual accounts of the current period. These risks were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these risks.
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Castellana Properties Socimi, S.A. and its subsidiaries 2 Most relevant aspects of the audit How our audit addressed the most relevant aspects of the audit Valuation of investment properties Investment properties represent 91% of the Group’s assets. The Group, as described in note 3.3, applies the fair value model in accordance with IAS 40 and has recognised a positive variation in the fair value of investment properties of 27,791 thousand euros in the consolidated income statement, as described in note 6of the consolidated financial statement. The total investment properties recognised in the non-current assets of the consolidated balance sheet amounts to 1,568,227 thousand euros as of March 31, 2025. The Group records the market value of investment properties based on valuations carried out by an independent expert. Valuations are carried out in accordance with the Valuation and Appraisal Standards published by the Royal Institute of Chartered Surveyors (RICS) and in accordance with the International Valuation Standards (IVS) published by the International Valuation Standards Committee (IVSC), whose methodology has been described in notes 2.3 and 6 of the consolidated report. In calculating the values, the valuer considers specific factors such as signed lease contracts. They also assume certain hypotheses regarding variables such as estimated yields, discount rates, estimated market rents and comparable transactions, arriving at a final valuation. The significance of the estimates and judgments involved in these valuations, together with the fact that a small percentage of difference in the valuation of the investment properties could result in a material figure, means that the valuation of investment properties is considered the most relevant aspect of the audit. For a sample of the registrations of the real estate investments registered in the year, we check the supporting documentation of the same. We have obtained the valuations of the investment properties carried out by the independent expert of the management on which we have carried out, among others, the following procedures: • Verification of the competence, capacity and independence of the expert valuation by confirming and verifying their recognised prestige in the market. • Verification that the assessments have been carried out in accordance with the accepted methodology. • Discussion of the main key assumptions of the valuation through various meetings with the valuation expert and management, evaluating the coherence of the estimates and taking into account market conditions. • Carrying out substantive tests to verify the accuracy of the most relevant data provided by management to the valuator and used by them in the valuations. Additionally, we have evaluated the sufficiency of the information disclosed in the consolidated financial statements on this aspect. As a consequence of the procedures carried out, we consider that Management’s approach is reasonable and supported by the available evidence.
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Castellana Properties Socimi, S.A. and its subsidiaries 3 Other information: Consolidated management report Other information comprises only the consolidated management report for the 2025 financial year, the formulation of which is the responsibility of the Parent company's directors and does not form an integral part of the consolidated annual accounts. Our audit opinion on the consolidated annual accounts does not cover the consolidated management report. Our responsibility regarding the consolidated management report, in accordance with legislation governing the audit practice, is to evaluate and report on the consistency between the consolidated management report and the consolidated annual accounts as a result of our knowledge of the Group obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of the consolidated management report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact. On the basis of the work performed, as described in the previous paragraph, the information contained in the consolidated management report is consistent with that contained in the consolidated annual accounts for the 2025 financial year, and its content and presentation are in accordance with the applicable regulations. Responsibility of the Parent company's directors for the consolidated annual accounts The Parent company's directors are responsible for the preparation of the accompanying consolidated annual accounts, such that they fairly present the consolidated equity, financial position and financial performance of the Group, in accordance with IFRS-EU and other provisions of the financial reporting framework applicable to the Group in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the consolidated annual accounts, the Parent company's directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the aforementioned directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the consolidated annual accounts Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts. As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Castellana Properties Socimi, S.A. and its subsidiaries 4 • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent company's directors. • Conclude on the appropriateness of the Parent company's directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated annual accounts. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with the Parent company's directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. From the significant risks communicated with the directors of the Parent company, we determine those risks that were of most significance in the audit of the consolidated annual accounts of the current period and are, therefore, considered to be the most significant risks. We describe these risks in our auditor’s report unless law or regulation precludes public disclosure about the matter. PricewaterhouseCoopers Auditores, S.L. (S0242) Original in Spanish signed by Rafael Pérez Guerra 11 June 2025
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES Consolidated Annual Accounts for the year ended on 31 March 2025 and Consolidated Management Report for 2025
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CONTENTS TO THE NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS Consolidated balance sheet Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated cash flow statement Notes to the Annual Accounts 1. ACTIVITIES AND GENERAL INFORMATION 2. BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS 3. ACCOUNTING POLICIES 4. RISK MANAGEMENT 5. SEGMENT REPORTING 6. INVESTMENT PROPERTY 7. ANALYSIS OF FINANCIAL INSTRUMENTS 8. FINANCIAL ASSETS 9. CASH AND CASH EQUIVALENTS 10. EQUITY 11. DISTRIBUTION OF PROFIT/(LOSS) AND DIVIDENDS 12. FINANCIAL LIABILITIES 13. INCOME TAX AND TAX SITUATION 14. INCOME AND EXPENSES 15. NET FINANCIAL INCOME/(EXPENSE) 16. PROVISIONS AND CONTINGENCIES 17. PARENT COMPANY DIRECTORS' REMUNERATION, SHAREHOLDINGS AND BALANCES 18. TRANSACTIONS AND BALANCES WITH GROUP COMPANIES AND RELATED PARTIES 19. INFORMATION REQUIREMENTS RESULTING FROM SOCIMI STATUS, LAW 11/2009, AS AMENDED BY LAW 16/2012 AND LAW 11/2021 20. AUDIT FEES 21. EVENTS AFTER THE REPORTING PERIOD Consolidated Management Report
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT 31 MARCH 2025 (Thousand euro) Thousand euro ASSETS Note 31 March 2025 31 March 2024 Assets Non-current assets Intangible assets 234 203 Property, plant and equipment 116 101 Investment property 6 1,568,227 1,026,880 Equity-accounted investments 1.7 56,600 201 Financial assets at fair value through other comprehensive income 7 — 173,684 Other non-current financial assets 7, 8 10,433 6,807 1,635,610 1,207,876 Current assets Trade receivables for sales and services 7, 8 7,684 1,756 Trade receivables, related companies 7, 18 105 — Other accounts receivable from Public Administrations 13 3,135 351 Other current financial assets 7 997 1,027 Short-term prepayments and accrued income 949 387 Cash and cash equivalents 9 81,663 34,773 94,533 38,294 Total assets 1,730,143 1,246,170 The accompanying Notes 1 to 21 form an integral part of the Consolidated Annual Accounts at 31 March 2025.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT 31 MARCH 2025 (Thousand euro) Thousand euro EQUITY AND LIABILITIES Note 31 March 2025 31 March 2024 Equity and liabilities Equity Share capital 10 127,684 101,152 Share premium 10 562,284 423,864 Legal reserve 10 10,426 9,578 Other reserves 10 10,861 10,932 Retained earnings 10 154,132 74,829 Treasury shares 10 (313) (333) Interim dividend 11 (51,770) (5,000) Profit/(loss) for the year attributed to the parent company 11 90,772 22,435 Measurement adjustments 10 — 49,782 Equity attributable to shareholders of the parent company 904,076 687,239 Equity attributable to non-controlling interests 10 65,355 — 969,431 687,239 Liabilities Non-current liabilities Bank borrowings 7, 12 619,100 488,922 Deferred tax liabilities 13 437 437 Other financial liabilities 7, 12 23,610 15,226 643,147 504,585 Current liabilities Bank borrowings 7, 12 6,998 5,583 Short-term payables to Group companies 7, 18 81,648 37,413 Trade and other payables 7, 12 20,313 5,779 Trade payables, related companies 7, 12 — — Other financial liabilities 7, 12 2,640 1,751 Other liabilities 7, 12 4,160 1,976 Other accounts payable to Public Administrations 13 1,806 1,844 117,565 54,346 Total liabilities 760,712 558,931 Total equity and liabilities 1,730,143 1,246,170 The accompanying Notes 1 to 21 form an integral part of the Consolidated Annual Accounts at 31 March 2025.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2025 (Thousand euro) Thousand euro Note Financial year ended on 31 March 2025 Financial year ended on 31 March 2024 Provision of services 14 102,009 89,378 Staff costs 14 (7,056) (6,211) Other operating expenses 14 (32,879) (27,757) Other profit/(loss) 6 (293) (288) OPERATING PROFIT/(LOSS) BEFORE VALUATION OF INVESTMENT PROPERTY 61,781 55,122 Changes in fair value of investment property 6 27,791 (11,510) OPERATING PROFIT/(LOSS) 89,572 43,612 SHARE OF PROFITS OF EQUITY-ACCOUNTED COMPANIES 8 8,799 — Financial income 15 21,039 493 Financial expenses 15 (28,594) (21,670) NET FINANCIAL INCOME/(EXPENSE) (7,555) (21,177) PROFIT/(LOSS) BEFORE TAX 90,816 22,435 Income tax 13 — — CONSOLIDATED PROFIT/(LOSS) FROM CONTINUING OPERATIONS FOR THE YEAR 90,816 22,435 ATTRIBUTED TO SHAREHOLDERS OF THE PARENT COMPANY 90,772 22,435 ATTRIBUTED TO NON-CONTROLLING INTERESTS 44 — Basic and diluted earnings per share (euros) 10 0.79 0.22 The accompanying Notes 1 to 21 form an integral part of the Consolidated Annual Accounts at 31 March 2025.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2025 (Thousand euro) Thousand euro Note Financial year ended on 31 March 2025 Financial year ended on 31 March 2024 Profit for the year 15 90,816 22,435 Other comprehensive income Items that may be reclassified to profit/(loss) Other profit/(loss) — — Items that will not be reclassified to profit/(loss) Share of other comprehensive income from equity-accounted investments — — Changes in fair value of equity investments 7 24,091 52,055 Other comprehensive income for the year, after tax Total comprehensive income for the year 114,907 74,490 Attributed to parent company 114,863 74,490 Attributed to non-controlling interests 44 — The accompanying Notes 1 to 21 form an integral part of the Consolidated Annual Accounts at 31 March 2025.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) Share capital Share premium Legal reserve Other reserves Retained earnings Treasury shares Profit/(loss) for the year Interim dividend Other equity instruments Measurement adjustments Non- controlling interests TOTAL (Note 10) (Note 10) (Note 11) (Note 11) (Note 10) (Note 10) (Note 11) (Note 11) (Note 10) (Notes 11 and 13) BALANCE AT 31 MARCH 2023 101,152 442,960 8,030 10,943 43,759 (343) 46,548 (7,000) — (2,273) — 643,776 Profit/(loss) for the period — — — — — — 22,435 — — — — 22,435 Other comprehensive income for the period — — — — — — — — — 52,055 — 52,055 Total comprehensive income for the period — — — — — — 22,435 — — 52,055 — 74,490 Distribution of prior year profit/(loss) — — 1,548 — 31,070 — (46,548) 13,930 — — — — Share capital increase — — — (11) — — — — — — — — Dividend distribution — (19,096) — — — — — (11,930) — — — (1) Changes to consolidation scope — — — — — — — — — — — (31,026) Treasury share transactions — — — 1 — 10 — — — — — 11 Other movements — — — — — — — — — — — (11) Total transactions with owners, recognised directly in equity — (19,096) 1,548 (10) 31,070 10 (46,548) 2,000 — — — (31,027) BALANCE AT 31 MARCH 2024 101,152 423,864 9,578 10,933 74,829 (333) 22,435 (5,000) — 49,782 — 687,239 Profit/(loss) for the period — — — — — — 90,772 — — — 44 90,816 Other comprehensive income for the period — — — — — — — — — 24,091 — 24,091 Total comprehensive income for the period — — — — — — 90,772 — — 24,091 44 114,907 Distribution of prior year profit/(loss) — — 848 — 13,956 — (22,435) 7,631 — — — — Share capital increase 26,532 157,198 — (75) — — — — — — — 183,655 Dividend distribution — (18,778) — — — — — (54,401) — — — (73,179) Changes to consolidation scope — — — — — — — — — — — — Treasury share transactions — — — 3 — 20 — — — — — 23 Transfer from gain on sale of equity investments — — — — (8,526) — — — — — 8,526 — Other movements — — — — 73,873 — — — — (73,873) 56,785 56,785 Total transactions with owners, recognised directly in equity 26,532 138,420 848 (72) 79,303 20 (22,435) (46,770) — (73,873) 65,311 167,284 BALANCE AT 31 MARCH 2025 127,684 562,284 10,426 10,861 154,132 (313) 90,772 (51,770) — — 65,355 969,431 The accompanying Notes 1 to 21 form an integral part of the Consolidated Annual Accounts at 31 March 2025.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) Thousand euro Note Financial year ended on 31 March 2025 Financial year ended on 31 March 2024 A) CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) for the year before tax 14 90,816 22,435 Adjustments to profit/(loss) (25,159) 35,691 Fixed asset depreciation 19 288 Changes in fair value of investment property 6 (27,791) 11,510 Change in provisions 4,215 2,716 Share of profit/(loss) of equity-accounted investments 8 (8,799) — Financial income (21,039) (493) Financial expenses 28,594 21,670 Other income & expenses (358) — Changes in working capital (3,258) (2,530) Debtors and other receivables 7, 8 (11,930) 549 Other current assets 7, 8 (563) 586 Creditors and other payables 7, 12 7,222 (185) Other assets and liabilities arising from the acquisition of companies 5,313 — Other current liabilities (3,358) (3,343) Other non-current assets and liabilities 58 (137) Cash flows from operating activities 62,399 55,596 B) CASH FLOWS FROM INVESTING ACTIVITIES Payments on investments (479,385) (42,160) Group companies, associates and business units (47,242) (200) Intangible assets (33) (61) Property, plant and equipment (31) (4) Investment property 6 (431,729) (26,115) Other financial assets (350) (15,780) Receipts from divestments and dividends 225,911 12,907 Investment property 8,839 — Other financial assets 217,072 12,907 Cash flows from investing activities (253,474) (29,253) C) CASH FLOWS FROM FINANCING ACTIVITIES Receipts and payments, equity instruments 203,464 (1) Issuance of equity instruments 10 146,658 (10) Acquisition of own equity instruments 10 (23) (1) Disposal of equity instruments 10 56,829 10 Receipts and payments, financial liability instruments 12 107,680 8,149 Receipts on financial borrowings 126,000 6,409 Receipts of payables to related companies 103,133 37,000 Interest payments (26,437) (18,753) Receipts on financial borrowings (75,325) (4,000) Receipts of payables to related companies (21,683) (13,000) Interest collected 1,992 493 Dividend payments and return on other equity instruments: (73,179) (31,026) Dividends 11 (73,179) (31,026) Cash flows from financing activities 237,965 (22,878) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 46,890 3,465 Cash and cash equivalents at the start of the year 34,773 31,308 Cash and cash equivalents at the year end 81,663 34,773 The accompanying Notes 1 to 21 form an integral part of the Consolidated Annual Accounts at 31 March 2025
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 1 1. ACTIVITIES AND GENERAL INFORMATION Castellana Properties Socimi , S.A. (hereinafter, the parent company) was incorporated on 19 May 2015 under the Spanish Companies Act. Originally called Vinemont Investment, S.A., its name was changed to the current one on 30 May 2016. Its registered office is at Glorieta de Rubén Darío, 28010 – No. 3, 1º dcha, 28010 Madrid. Its corporate purpose is described in Article 2 of its Articles of Association and consists of: - The acquisition and development of urban properties intended for lease. The development activity includes refurbishment of buildings according to the terms of Value Added Tax Law 37 of 28 December 1992. - The ownership of interests in the share capital of other Spanish Real Estate Investment Trusts (Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario , “SOCIMI”) or other companies that are not resident in Spain, that have the same corporate purpose, and that are governed by rules similar to those governing SOCIMIs in Spain as regards the compulsory, legal or statutory policy on profit distribution. - The ownership of shares or interests in the share capital of other companies that are both resident and non-resident in Spain, whose main purpose is the acquisition of urban properties to let, and which are governed by the same legal framework that governs SOCIMIs as regards the compulsory, legal and statutory policy on profit distribution, and which meet the investment requirements set out in Article 3 of the Spanish SOCIMI Law 11 of 26 October 2009. - The ownership of shares or interests in Collective Real Estate Investment Institutions governed by Spanish Collective Investment Institutions Law 35 of 4 November 2003. The parent company may also engage in other ancillary activities, this being understood to mean activities that generate income accounting for less than 20% of the Company’s total income over a single tax period. Any activity that must by law meet special requirements that are not met by the Company are excluded. The aforementioned business activities may also be fully or partially engaged in indirectly by the Company through the ownership of interests in another company or companies with a similar corporate purpose. The Company is in turn majority owned by the group of companies parented by Vukile Property Fund Limited, a South African company listed on the Johannesburg Stock Exchange. On 21 December 2017, the General Shareholders' Meeting approved the change of the Group companies' financial year end to 31 March each year (previously 31 December). Accordingly, the financial year of the parent company and its subsidiaries runs from 1 April to 31 March of the following year. On 17 July 2024, the Castellana Properties Socimi, S.A. General Shareholders' Meeting approved the Individual and Consolidated Annual Accounts for the financial year ended 31 March 2024. These Consolidated Annual Accounts were prepared by the parent company’s board of directors on 10 June 2025. The directors of the parent company will present these Consolidated Annual Accounts at the General Shareholders' Meeting, where they are expected to be approved without any changes. On 31 March 2025, Castellana Group’s new EPRA NTA stood at €903,884 thousand (€7.08 per share), and on 31 March 2024 it stood at €687,038 thousand (€6.80 per share).
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 2 Regulatory regime The parent company is regulated under the Spanish Companies Act. In addition, on 15 September 2016 the parent company informed the tax authorities that it wished to avail itself of the rules governing Spanish Real Estate Investment Trusts (SOCIMIs) and is therefore subject to Law 11 of 26 October 2009, as amended by Law 16 of 27 December 2012 and subsequent laws on SOCIMIs. Law 11 of 9 July 2021 on measures to prevent and combat tax fraud requires SOCIMIs to pay 15% tax on retained earnings as from financial years beginning on or after 1 January 2021. Article 3 of Law 11 of 26 October 2009 sets out certain requirements that must be met by this type of company, namely: i) They must have invested at least 80% of the value of their assets in urban properties intended for lease, or in land for the development of properties that are to be used for the same purpose, provided that development begins within three years following i ts acquisition, or in equity investments in other companies, as set out in Article 2.1 of the aforementioned Law. ii) At least 80% of the income for the tax period corresponding to each year, excluding the income deriving from the transfer of ownership interests and real estate properties used by the Company to pursue its main corporate purpose, once the retention period referred to in the following paragraph has elapsed, must come from the lease of properties and from dividends or shares in profits associated with the aforementioned investments. iii) The real estate properties that make up the Company’s assets must remain leased for at least three years. The calculation of this term will include the time that the properties have been offered for lease, up to a maximum of one year. Transitional Provision One of the SOCIMI Law allows for application of the SOCIMI tax rules under the terms set out in Article 8 of the SOCIMI Law, even when the requirements it contains are not met on the date of incorporation, on the condition that these requirements are met during the two years following the date on which it is decided to opt for application of the said tax rules. It is the opinion of the Company’s directors that these requirements will be met. All of the shares of Castellana Properties Socimi, S.A. have been listed on the BME Growth since 25 July 2018, within the BME Growth segment of BME MTF Equity.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 3 a) Subsidiaries The parent company is the parent of a Group of subsidiaries, of which the main details at 31 March 2025 are the following: Company Registered address Corporate purpose Shareholding % Date control was acquired Junction Parque Castellón S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Principado, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Castellana Parque Alcorcón, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Huelva, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Motril, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Granada, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Castellana Bonaire (formerly Junction Parque Cáceres, S.L.U.) (*) Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Mérida, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Castellana Parque Villanueva, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Alameda, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 5 December 2017 Junction Parque Habaneras, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 9 May 2018 Morzal Property Iberia, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 27 November 2018 Castellana Innovación, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Project development 100% 22 July 2021 Caminho Propício - Sic Imobiliária Fechada, S.A. Rua Joaquim António Aguiar, 66, 6º, 1050-121 Lisbon Shopping Centre Leasing 70% 19 September 2024 Loureshoping-Centro Comercial S.A. Rua Joaquim António Aguiar, 66, 6º, 1050-121 Lisbon Shopping Centre Leasing 70% 1 October 2024 8ª Avenida - Centro Comercial S.A. Rua Joaquim António Aguiar, 66, 6º, 1050-121 Lisbon Shopping Centre Leasing 70% 1 October 2024 Rio Sul - Centro Comercial S.A. Rua Joaquim António Aguiar, 66, 6º, 1050-121 Lisbon Shopping Centre Leasing 70% 1 October 2024 (*) On 2 December 2024, the Company changed its business name from Junction Parque Cáceres, S.L.U. to Castellana Bonaire, S.L.U.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 4 b) Changes to consolidation scope On 19 September 2024, the company Caminho Propício, S.A. was incorporated, its purpose being to hold interests in real estate collective investment undertakings established in Portugal. On 1 October 2024, the Group, through its Portuguese subsidiary (Caminho Propício, Sic Imobiliária Fechada S.A.), acquired 100% of the shares in the companies Loureshopping - Centro Comercial, S.A., 8ª Avenida - Centro Comercial, S.A. and Rio Sul-Centro Comercial, S.A., the owners of the LoureShopping, 8.ª Avenida and Rio Sul shopping centres, respectively, in Portugal (Note 6) . The total amount of the transaction, valued at €176,500 thousand , was classed as an asset acquisition, as the properties were unmanaged and unable to generate value unless they are managed by the purchaser, so they did not meet the definition of a business. On 19 December 2024, the Group, through its Portuguese subsidiary (Caminho Propício Sic Imobiliária Fechada, S.A.), acquired a 50% stake in the company Alegro Sintra - Sociedade Imobiliária, S.A., the owner of the Alegro Sintra shopping centre in Portugal. This acquisition entailed partnering in a joint venture with Tiekenveen Holding, B.V., the owner of the other 50%. This ownership interest is equity-accounted (Note 1c). This ownership interest has a carrying amount of €55,946 thousand at 31 March 2025 (Note 7) recognised under the heading “Equity-accounted investments”. c) Equity-accounted investments Company Registered address Corporate purpose Shareholding % Holding company Castellana Green, S.L. Glorieta Rubén Darío, no. 3 (Madrid) Energy production 50% Castellana Properties SOCIMI, S.A. Alegro Sintra - Sociedade Imobiliária, S.A. Rua Artilharia 1, nº 51, Páteo Bagatela, Edifício 3, Escritório 3, 4, 5 e 6, 1250-038 Lisbon, Portugal Shopping Centre Leasing 35% Caminho Propício, S.A. On 17 January 2024, following the sale of the shares in Castellana Green, S.L.U. to Sunbird Solar Internacional (Cyprus) Limited, Castellana Green S.L. was consolidated under the equity method. Subsequently, on 26 March 2024, the Group made a shareholder c ontribution of €200 thousand to support the subsidiary’s business development. On 24 May 2024, the Company made a shareholder contribution to Castellana Green in the amount of €300 thousand. On 4 September 2024, the Company made a shareholder contribution to Castellana Green in the amount of €62.5 thousand. On 24 October 2024, the Company made a shareholder contribution to Castellana Green in the amount of €130 thousand. This ownership interest has a carrying amount of €654 thousand at 31 March 2025 (€201 thousand at 31 March 2024) recognised under the heading “Equity-accounted investments”.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 5 On 19 December 2024, the Company, through its Portuguese subsidiary (Caminho Propício Sic Imobiliária Fechada, S.A.), acquired a 50% stake in the company Alegro Sintra - Sociedade Imobiliária, S.A., the owner of the Alegro Sintra shopping centre in Portuga l, for €4 7,108 thousand (excluding the Pingo Doce supermarket) including transaction costs. The GAV of this acquisition amounts to €84,016 thousand. This acquisition entailed partnering in a joint venture with Tiekenveen Holding, B.V., the owner of the other 50%. The transaction was funded internally by the Group. d) Non-controlling interests: On 19 March 2025, the company RMB Investments and Advisory Proprietary Limited acquired 30% of the share capital of Caminho Propício, S.A, for €56,785 thousand. As a result of this transaction, the parent company held a 70% stake in Caminho Propício – Sic Imobiliária Fechada, S.A and its subsidiaries. At 31 March 2025, non-controlling interests relating to the new shareholder amount to €65,355 thousand (Note 10) recognised under the heading “Equity attributable to non-controlling interests”. 2. BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS The main accounting policies adopted in the preparation of these Consolidated Annual Accounts are described below. These policies have been applied consistently to all the periods shown, unless otherwise stated. 2.1. Basis of presentation The accompanying Consolidated Annual Accounts have been prepared by the directors of the parent company in accordance with the International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) adopted by the European Union (collectively, IFRS -EU), pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council and successive amendments. The preparation of these Consolidated Annual Accounts in accordance with IFRS -EU requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group’s accounting policies. Note 2 .3 explains the areas that require a higher level of judgement or complexity and the areas in which assumptions and estimates have a significant effect on the Consolidated Annual Accounts. The Consolidated Annual Accounts have been prepared on a historical cost basis and adjusted as the result of the restatement of investment properties, financial assets and financial liabilities (including financial derivatives) at fair value through profit/(loss) or through equity. The figures in these Consolidated Annual Accounts are presented in thousands of euros, the euro being the Group's presentation and functional currency.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 6 2.2. New IFRS-EU standards, amendments and IFRIC interpretations issued a) Standards, amendments and mandatory interpretations for financial years commencing on or after 1 April 2024: - IFRS 16 (Amendment) – “Lease liability in a sale and leaseback” - IAS 1 (Amendment) – “Classifying liabilities as current or non-current” - IAS 1 (Amendment) – "Classification of liabilities as current or non-current" and IAS 1 (Amendment): "Non-current liabilities with covenants" - IAS 7 (Amendment) and IFRS 7 (Amendment) – “Supplier finance arrangements (“reverse factoring”)” The application of these amendments and interpretations has not had a material effect on these consolidated annual accounts. b) Standards, amendments and interpretations that are not yet in force, but which may be adopted in advance: - IAS 21 (Amendment) – “Lack of exchangeability” The application of these amendments and interpretations has not had a material effect on these consolidated annual accounts. c) Standards, amendments and interpretations of existing rules that cannot be adopted early or have not been adopted by the European Union: On the date on which these consolidated annual accounts were authorised for issue, the IASB and IFRS Interpretations Committee had published the standards, amendments and interpretations that are outlined below, which may not be adopted in advance, and which are pending adoption by the European Union: - IFRS 10 (Amendment) and IAS 28 (Amendment) – “Sales or contributions of assets between an investor and its associate/joint venture” - IFRS 18 (Amendment) – “Presentation and disclosure in financial statements” - IFRS 19 (Amendment) – “Subsidiaries without public accountability: disclosures” - IFRS 9 and IFRS 7 (Amendment) – “Amendments to the classification and measurement of financial instruments” Should any of the above -mentioned standards be adopted by the European Union or were it possible to early adopt them, the Group would apply the standards and reflect the corresponding effects in these consolidated annual accounts. The application of these amendments and interpretations will not have a material effect on these consolidated annual accounts. The Group is analysing the potential effects of regulatory changes pending adoption on the consolidated annual accounts, no material effects having been identified to date, although the future application of IFRS 18 “Presentation and disclosure in financial statements” is worthy of note. Although this standard will have no impact on the Group's results, cash flows or financial position, it will bring in new presentation criteria, essentially relating to the income statement and cash flow statement and, to a lesser extent, the statement of financial position, as well as new disclosure requirements and aggregation and disaggregation criteria in the notes to the accounts.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 7 2.3. Critical measurement issues and estimates of uncertainty The preparation of these Consolidated Annual Accounts requires the parent company's directors to make judgements, estimates and assumptions that affect the application of the accounting policies and the balances of assets, liabilities, income and expenses. Actual results may differ from estimates. Estimates and judgements are continually reassessed and are based on historical experience and other factors, including expectations of future events that are considered reasonable in the circumstances. The Group makes estimates and judgements concerning t he future. The resulting accounting estimates, by definition, will rarely match actual results. The adjustments made when the estimates are regularised will be prospective. Estimates and judgements that entail a significant risk of giving rise to a substantial adjustment to the carrying amounts of assets and liabilities during the following financial year are explained below. Fair value of investment property The Group obtains independent valuations of its investment properties every six months. In their end-of- year reports for each financial year, the directors assess each property's fair value, taking account of the most recent independent valuations. The directors det ermine the value of a property within a range of reasonably acceptable estimated values. The best evidence of the fair value of investment property in an active market is the price of similar assets. In the absence of such information and in light of the current market situation, the Group determines fair value using a range of reasonable valu es. When making such judgements, the Group uses a series of sources, including: i. Current prices in an active marketplace of different kinds of properties in varying states of repair and different locations, adjusted to reflect differences with respect to the Group’s own assets. ii. Recent prices paid for properties in other, less active marketplaces, adjusted to reflect changes in economic conditions since the transaction date. iii. Discounted cash flows based on estimates resulting from the terms and conditions contained in current lease agreements and, where possible, evidence of the market prices of similar properties in the same location, through the use of discount rates that reflect the uncertainty of time. Income tax The parent company applies the system provided by Law 11 of 26 October 2009 on Spanish Real Estate Investment Trusts (SOCIMIs) which, in practice, means that the parent company is subject to a Corporate Income Tax rate of 0%, provided certain requirements are met (Note 1). The amendment to Law 11/2021 brings in a 15% tax on profits not distributed through dividends. The directors monitor compliance with the requirements set out in the relevant legislation in order to secure the tax benefits offered. In this regard, the directors consider that the necessary requirements will be met within the established terms and periods and they have therefore not recognised any income or expense in respect of corporate income tax. Notwithstanding the fact that the estimation criteria are based on reasonable assessments and objective methods of analysis, it is possible that future events may make it necessary to adjust such estimates (upwards or downwards) in future periods; where necessary and pursuant to IAS 8, the change of estimate will be recognised prospectively in the income statement.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 8 Fair value of shareholdings in other listed entities The Group holds long -term equity investments in companies listed in liquid markets, carried as financial assets through other comprehensive income, so as to obtain financial returns. Parent company management regularly analyses and assesses market data, forecasts and the investments held with the aim of minimising price risks affecting these securities, which could lead to the impairment of the investments. The best evidence of the fair value of these financial assets through other comprehensive income is the quoted price of the securities in the asset's primary market, which is understood to be the market having the largest volume or activity. 2.4. Consolidation (a) Subsidiaries Subsidiaries are all the companies (including structured institutions) over which the Group has control. The Group controls a company or institutions when it obtains, or has the right to obtain, variable returns as the result of its involvement in the subsidiary and also has the ability to use its power over the company in question in order to influence these returns. Subsidiaries are consolidated from the date on which control is transferred to the Group and deconsolidated on the date on which such control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Where necessary, amounts presented by subsidiaries have been adjusted to bring them into line with the Group’s accounting policies. (b) Changes to shareholdings in subsidiaries without a change of control Transactions involving non -controlling shareholdings that do not result in a loss of control are carried as equity transactions, i.e. as transactions with the owners in their capacity as such. The difference between the fair value of the consideration paid and the corresponding proportion of the carrying amount of the subsidiary’s net assets is taken to equity. Any gains or losses resulting from the disposal of non-controlling shareholdings are taken to equity. (c) Disposal of subsidiaries When the Group ceases to have control, any shareholding retained in the Company is remeasured at its fair value on the date on which control is lost and the change in the carrying amount is taken to the income statement. Fair value is the initial carrying amount for the purposes of the subsequent recognition of the remaining shareholding as an associate, joint venture or financial asset. In addition, any amoun t previously recognised in other comprehensive income in relation to that company is accounted for as if the Group had directly sold the related assets and liabilities. This could mean that the amounts previously carried under other comprehensive income are reclassified to the income statement. (d) Joint arrangements and associates Under IFRS 11 “Joint arrangements”, investments in joint arrangements are classified as joint operations or joint ventures. The classification depends on each investor’s contractual rights and obligations rather than on the legal structure of the joint arrangement. For joint operations, the Company recognises its direct right to the assets, liabilities, income and expenses of the joint operations and the corresponding portion of any asset, liability, income or expense held or
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 9 incurred jointly. Investments in joint ventures are equity-accounted (Note 1c) and are initially recognised at cost in the consolidated balance sheet. The Group has assessed the nature of its joint arrangements and has determined whether they are joint operations or joint ventures. The Group applies the equity method to all entities in which it has significant influence. 2.5. Segment reporting Information on business segments is reported on the basis of the internal information supplied to the ultimate decision -making authority. The investments committee has been identified as the ultimate decision-making authority, since it is responsible for a llocating resources and assessing the performance of operating segments, as well as being in charge of strategic decision -making, with final approval by the Board of Directors (Note 5). 2.6. Dividend distribution The payment of dividends to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the financial year in which the dividends are approved by the Company’s shareholders. The parent company falls into the special category of SOCIMI (Spanish Real Estate Investment Trust Status) and is thus governed by the special tax rules laid down in Law 11 of 26 October 2009, as amended by Law 16 of 27 December 2012 on SOCIMIs. Law 11 of 9 July 2021 on measures to prevent and combat tax fraud requires SOCIMIs to pay 15% tax on retained earnings as from financial years beginning on or after 1 January 2021, unless they have already been taxed at the general rate or the income is in the reinvestment period explained in letter “b” below. They are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after complying with the relevant legal obligations. Distribution must be approved within the six months following the year end, in the following way: a) 100% of the profits resulting from dividends or shares of profits received from the companies referred to in Article 2.1 of this Law. b) At least 50% of the profits earned from the transfer of the property, shares or ownership interests referred to in Article 2.1. of the Law, where this occurs after the deadlines referred to in Article 3.3 of the Law have expired, when the property, shares or interests are used to pursue the Company’s primary corporate purpose. The remainder of these profits must be reinvested in other property or investments related to the pursuit of this corporate purpose within three years of the transfer date. Otherwise, the profits must be distributed in full together with any profits, where applicable, in the year in which the reinvestment period expires. If the items in which the reinvestment has been made are transferred prior to the end of the holding period, profits must be distributed in full, together, where applicable, with the part of the profits attributable to the years in which the Company was not subject to the special tax scheme provided for in the aforementioned Law. c) At least 80% of the remaining profits obtained. The dividend must be paid within one month of the distribution resolution. When dividends are charged to reserves originating from profits for a year in which the special tax rules were applied, the distribution must necessarily be approved by means of the resolution referred to above.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 10 2.7. Comparability As required under the International Financial Reporting Standards adopted by the European Union, the information contained in these Consolidated Annual Accounts for the financial year ended 31 March 2025 is presented, for comparative purposes, together with the information relating to the financial year ended on 31 March 2024. 2.8. Going concern These Consolidated Annual Accounts have been drawn up on a going concern basis, assuming that the Group will realise its assets and settle its commitments in the ordinary course of business. At 31 March 2025, the Group's working capital is negative in the amount of €23,032 thousand, mainly due to a loan of €81,450 thousand from the principal shareholder Vukile Property Fund Limited (working capital was negative in the amount of €16,051 at 31 March 2024). The Group receives financial support from its principal shareholder in order to meet short-term commitments. At 31 March 2025, the Group has a reasonable cash position of €81,663 thousand. The leverage ratio (Note 4.2) stands at 39.24%, in line with the market. The Group’s cash flows from operating activities amounted to €62,399 thousand during the financial year ended 31 March 2025. 2.9. Materiality In determining the information to be disclosed in these notes to the consolidated annual accounts and other matters, the Group has taken into account their materiality in relation to the consolidated annual accounts for the financial year ended on 31 March 2025. 3. ACCOUNTING POLICIES 3.1. Intangible assets Computer software Software licences acquired from third parties are capitalised based on the costs incurred to acquire the specific program and prepare it for use. These costs are amortised over the estimated useful life. Software maintenance costs are expensed when incurred. Costs directly related to the production of unique and identifiable software controlled by the Group and likely to have economic benefits over more than one year are accounted for as intangible assets. Direct costs include software developm ent staff costs and a suitable percentage of general overheads. 3.2. Property, plant and equipment Property, plant and equipment are recognised at acquisition price or production cost, less accumulated depreciation and any accumulated impairment losses. Subsequent expenses are capitalised at the asset’s carrying amount only when it is likely that future economic benefits associated with the expenditure will flow to the Group and the asset's cost may be reliably measured. Recurring maintenance costs are ch arged to the income statement for the year in which they are incurred.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 11 Depreciation of property, plant and equipment (except for land, which is not depreciated) is systematically calculated using the straight -line method over the estimated useful life, taking into account actual depreciation caused by wear and tear. Estimated useful lives are as follows: Description Depreciation rate (%) Other facilities 10% Furniture 10% Data-processing equipment 25% The useful life of all fixed assets is reviewed and, where applicable, adjusted at each balance sheet date. When the carrying amount of a fixed asset is higher than its estimated recoverable value, the carrying amount is immediately written down to recoverable value (Note 3.4). 3.3. Investment property Property that is held in order to obtain long-term income or capital gains, or both, and is not occupied by Group companies is classified as investment property. Investment property includes shopping centres, retail parks and other buildings owned by the G roup. Investment property also includes property that is under construction or being developed for future use as investment property. Investment property is initially valued at cost, including related transaction costs and financing costs, if applicable. Following initial recognition, investment property is accounted for at fair value. The fair value of investment property is presented at the end of the reference period and is not amortised, in accordance with IAS 40. The fair value of investment property reflects, inter alia, future lease income and other assumptions that market players would take into account when valuing the property under current market conditions. The calculation of the fair value of these items is described in Note 6. Subsequent expenses are capitalised at the asset’s carrying amount only when it is likely that future economic benefits associated with the expenditure will flow to the Group and the asset's cost may be reliably measured. Other repair and maintenance expen ses are taken to the income statement when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is written off. Investment property upkeep and maintenance expenses are recognised in the consolidated income statement in the year they are incurred. However, costs of improvements that increase the capacity or efficiency, or extend the useful lives, of the assets are capitalised. Borrowing costs directly attributable to the acquisition or construction of fixed assets that require more than one year before they may be brought into use are included in the cost of the assets until they are ready for use. Any fair value changes are taken to the income statement. When the Group disposes of a property at fair value in an arm’s-length transaction, the carrying amount immediately prior to the sale is adjusted to the transaction price and the adjustment is enter ed in the income statement as part of the net gain or loss from the fair value adjustment to investment property.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 12 If an investment property becomes an owner -occupied property, it is reclassified as property, plant and equipment. Its fair value on the date on which it is reclassified becomes its cost for subsequent accounting purposes. If an owner -occupied property becomes an investment property due to a change of use, the resulting difference between the carrying amount and fair value of that asset on the transfer date is treated in the same way as a restatement under IAS 16. Any resulting increase in the carrying amount of the property is taken to the income statement insofar as it reverses a previous loss due to impairment. Any remaining increase is recognised in other comprehensive income, directly increasing equity in the revaluation reserve. Any resulting fall in the carrying amount of the property is initially recognised in other comprehensive income against any previously recorded revaluation reserve, and any remaining fall in value is taken to the income statement. When an investment property undergoes a change of use, as reflected by the beginning of development work with a view to its sale, the property is transferred to inventories. The cost allocated to the property for subsequent recognition under inventories is its fair value on the date on which the change of use occurs. 3.4. Impairment losses on non-financial assets Assets subject to depreciation are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount may not be recoverable. An impairment loss is recognised in the amount by which the asset’s carrying amount exceeds i ts recoverable value. Recoverable value is the higher of the asset's fair value less costs to sell and value in use. In order to assess impairment losses, assets are grouped at the lowest level for which there are generally independent identifiable cash fl ows (cash -generating units). Previous impairment losses on non -financial assets are reviewed for possible reversal on each financial reporting date. The value of non-financial assets subject to depreciation is not significant. 3.5.Financial assets a) Financial assets at amortised cost This category includes financial assets, including those traded on an organised market, in which the Company invests in order to receive cash flows when the contract is performed and the contractual conditions of the financial asset give rise, on specific dates, to cash flows that consist only of receipts of principal and interest on the outstanding amount of principal. Contractual cash flows that are only receipts of principal and interest on the outstanding principal are inherent in an arrangement that has the nature of an ordinary or common loan, regardless of whether or not the agreed interest rate is zero or below market. This category includes trade and non-trade receivables: - Trade receivables: financial assets arising from the sale of goods or provision of services in business transactions completed on deferred payment terms; and - Non-trade receivables: financial assets that are not equity instruments or derivatives, do not arise from commercial transactions, give rise to receipts in determined or determinable amounts and derive from loans or credit granted by the entity.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 13 Initial measurement The financial assets in this category will initially be measured at fair value, which, unless there is evidence to the contrary, will be the transaction price, this will be equivalent to the fair value of the consideration delivered, plus directly attributable transaction costs. Nonetheless, trade receivables maturing in one year or less which do not have an explicit contractual interest rate, receivables from employees, dividends receivable and payments due on equity instruments, the amount of which is expected to be received in the short term, are measured at nominal value, to the extent that the effect of not discounting cash flows is deemed immaterial. Subsequent measurement Financial assets included in this category will be measured at amortised cost. However, receivables falling due in one year or less which, as explained in the preceding paragraph, are initially carried at nominal value, continue to be measured at that amount unless they are impaired. When the contractual cash flows of a financial asset change due to the issuer's financial difficulties, the Company will analyse whether an impairment loss must be recognised. Value impairment Measurement adjustments are made at the year -end at least and whenever there is objective evidence that a financial asset, or a group of financial assets with similar risk characteristics measured collectively, is impaired as a result of one or more events that occurred after initial recognition, reducing or delaying the estimated future cash flows, which may be explained by the debtor's insolvency. Generally speaking, the impairment loss on these financial assets is the difference between their carrying amount and the present value of future cash flows, including, where applicable, those arising from the enforcement of collateral and personal guarantees, as estimated, and discounted at the effective interest rate calculated at the time of initial recognition. For financial assets at variable interest rates, the effective interest rate at the closing date of the annual accounts will be used in accordan ce with contractual conditions. Impairment losses, and reversals when the amount of the impairment loss decreases as a result of an expected event, are recognised as expense or income, respectively, in the income statement. The reversal of impairment is limited to the carrying amount of the asset that would have been recognised at the date of reversal had no impairment loss been recognised. b) Financial assets at fair value through equity This category includes financial assets the contractual conditions of which give rise, on specific dates, to cash flows that consist only of receipts of principal and interest on the outstanding amount of principal, and which are not held for trading or ca rried as “Financial assets at amortised cost”. This category also includes equity investments for which the “Financial assets at fair value through profit or loss” irrevocable classification option has been exercised. Initial measurement Financial assets included in this category are initially measured at fair value which, in general, is the transaction price, that is the fair value of the consideration paid plus directly attributable transaction costs, including the amount of any pre -emptive subscription and similar rights that may have been acquired.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 14 Subsequent measurement Financial assets included in this category are measured at fair value without deducting any transaction costs that may be incurred on the sale of the assets. Changes in fair value are reflected directly in equity until the financial asset is written off the balance sheet or becomes impaired at which time the amount is recognised under other comprehensive income. However, impairment adjustments and losses or gains due to exchange differences in monetary financial assets denominated in a foreign currency are recognised in the income statement. Interest calculated using the effective interest method and dividends accrued are also taken to the income statement. When value must be allocated to these assets due to being written off or for any other reason, the weighted average cost method is applied by homogeneous group. In the exceptional event that an equity instrument's fair value is no longer reliable, prior adjustments recognised directly in equity will be afforded the same treatment as impairment adjustments made to financial assets at cost. In the event of the sale of preferential subscription and similar rights or where they are segregated in order to be exercised, the cost of the rights reduces the carrying amount of the respective assets. This amount reflects the fair value or cost of the rights, which is consistent with the value of the associated financial assets. Value impairment At the year-end at least, measurement adjustments are made whenever there is objective evidence that a financial asset or a group of financial assets in this category, with similar risk characteristics measured collectively, has become impaired as a result of one or more events that occurred after initial recognition, leading to: a) In the case of debt instruments acquired, a reduction or delay in estimated future cash flows be due to debtor insolvency; or b) In the case of investments in equity instruments, the non-recoverability of the asset’s carrying amount due to a protracted or significant fall in its fair value. Considering that, in general, the instrument is impaired following a fall in its quoted pr ice for one and a half years or of 40%, without recovering value, notwithstanding the fact that it may be necessary to recognise an impairment loss before that period has elapsed or before the price has fallen by that percentage. Accumulated losses recognised in equity on the decrease in fair value, provided that there is objective evidence of impairment of the relevant asset, are recognised in the income statement. Fair value increases in subsequent years are credited to the income statement for the year in order to reverse the measurement adjustment made in prior years. Fair value increases in equity instruments are an exception and are recognised directly in equity. 3.6. Financial liabilities Financial liabilities are included in one of the following categories for measurement purposes: Financial liabilities at amortised cost Generally speaking, this category includes trade and non-trade payables.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 15 a) Trade payables: financial liabilities arising from the purchase of goods and services in business transactions completed on deferred payment terms; and b) Non -trade payables: financial liabilities that are not derivatives and do not arise from commercial transactions but from loans or credit received by the entity. Participating loans that have the features of an ordinary or common loan are also included in this category, regardless of the agreed interest rate (zero or below market). Initial measurement The financial liabilities in this category are initially measured at fair value, which is the transaction price, this being the fair value of the consideration received, adjusted for directly attributable transaction costs. However, trade payables falling due in less than one year that do not have a contractual interest rate, and share capital called up by third parties, the amount of which is expected to be paid in the short term, are measured at nominal value when the effect of not discounting cash flows is immaterial. Subsequent measurement Financial liabilities included in this category are measured at amortised cost. Accrued interest is recorded in the income statement using the effective interest method. However, payables maturing in less than one year which, are initially carried at nominal value, continue to be measured at that amount. 3.7. Offsetting financial instruments Financial assets and financial liabilities are offset and are shown in the net amount on the consolidated balance sheet, when there is a legally enforceable right to offset the amounts recognised and the Group intends to settle them for the net amount or r ealise the asset or cancel the liability simultaneously. The legally enforceable right should not be contingent on future events and should be enforceable in the normal course of business and in the event of a breach or the insolvency or bankruptcy of the Group or counterparty. 3.8. Cash and cash equivalents Cash and cash equivalents includes petty cash, bank demand deposits, other short -term highly -liquid investments with original maturities of three months or less, and bank overdrafts. 3.9. Share capital Share capital is made up of ordinary shares. The costs of issuing new shares or options are recognised directly in equity as a reduction in reserves. In the event that the parent company acquires treasury shares, the consideration paid, including any incremental cost that is directly attributable, is deducted from equity until the shares are redeemed, reissued or sold. When treasury shares are subsequen tly sold or reissued, any amount received is taken to equity, net of any directly attributable incremental costs. Basic earnings per share are calculated by dividing the profit attributable to the Company's owners, excluding the cost of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for incentives settled in ordinary shares issued during the year and excluding treasury shares.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 16 For diluted earnings per share, the figures used in determining basic earnings per share are adjusted, taking account of the effect after income tax of interest and other financial expenses associated with potential ordinary shares with dilutive effects an d the weighted average number of additional ordinary shares that would have been outstanding had all the potentially dilutive ordinary shares been converted. 3.10. Current and deferred income tax In accordance with the SOCIMI tax rules, the parent company is subject to a corporate income tax rate of 0%. As established in Article 9.2 of Law 11 of 26 October 2009, as amended by Law 16 of 27 December 2012 and Law 11 of 9 July 2021, the Group will be subject to a special rate of 19% on the overall sum of the dividends or shares of profits received by shareholders whose shareholding in the parent company's share capital is equal to or greater than 5%, when those dividends, in the possession of its shareholders, are exempt or have a tax rate of less than 10% (to this effect, the tax due will be taken into consid eration under the Non-Resident Income Tax Law). However, that special rate will not apply when the dividends or shares of profits are received by entities whose purpose is the ownership of interests in the share capital of other SOCIMIs or other companies that are not resident in Spain, that have the sa me corporate purpose and that are governed by rules similar to those governing SOCIMIs as regards the compulsory, legal or statutory policy on profit distribution, with respect to companies that have a shareholding that is equal to or greater than 5% of the share capital of the SOCIMIs and that pay tax on those dividends or shares of profits at a rate of at least 10%. With effect in tax periods beginning on or after 1 January 2021, the Company will be subject to a special 15% tax on the portion of retained earnings deriving from income not already taxed at the general corporate income tax rate or in the reinvestment period regulated by Article 6.1.b) of this Law. For each Group company that does not come under the aforementioned tax rules, income tax expense (income) is the amount of tax that accrues during the financial year and comprises both current tax and deferred tax. Both current and deferred tax expense (income) is recognised in the consolidated income statement. However, the tax effect of entries that are taken directly to equity is carried in consolidated equity. Current tax assets and liabilities are measured at the amounts expected to be paid or recovered from the tax authorities, in line with legislation in force or approved and pending publication at the year end. Deferred taxes are calculated, using the liability method, on temporary differences arising between the tax bases of the assets and liabilities and their carrying amounts. However, deferred taxes are not recognised if they arise from the initial recognitio n of an asset or liability in a transaction that is not a combination of businesses which, at the time of the transaction, does not affect the accounting result or the tax base. Deferred tax is determined by applying tax legislation and tax rates approved or about to be approved at the balance sheet date, and that are expected to be applied when the relevant deferred tax asset is realised or deferred tax liability is paid. Deferred tax assets are only recognised to the extent that it is probable that the Company will earn future taxable profits that will allow these temporary differences to be offset.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 17 3.11. Leases When the Group is the lessee - Operating lease Leases in which the lessor maintains a significant part of the risks and rewards of ownership are classified as operating leases. Operating lease payments (net of any incentive received from the lessor) are charged to the income statement for the year in which they accrue on a straight -line basis over the lease term. When the Group is the lessor Properties let out under operating leases are included in investment property on the balance sheet. Income earned from the leasing of property is recognised on a straight-line basis over the lease term (Note 3.14). 3.12. Long-term incentive plans According to the BME Growth admission prospectus, executive directors' remuneration may include long- term incentive plans consisting of shares or stock options, or cash -settled share-based remuneration. The General Shareholders’ Meeting held on 15 September 2020 approved a share -based long -term incentive plan. This plan will be in effect for nine years and the right to receive shares as an incentive will accrue when the conditions set out in the plan are met for each calculation period. The first cycle comprised the period from 1 April 2019 to 31 March 2022 and the second cycle comprises the period from 1 April 2022 to 31 March 2025 (Note 18). Both incentive plans are estimated to be settled in cash. 3.13. Provisions and contingent liabilities Provisions are set aside: when the Group has a present legal or constructive obligation as a result of past events; when it is likely that an outflow of resources will be required to settle the obligation; and when the amount has been reliably estimated. No provisions are set aside for future operating losses. Provisions are valued at the present value of payments that are expected to be required to settle the obligation, using a pre -tax rate that reflects the current market assessment of the time value of money and the specific risks of the obligation. Adjustme nts to provisions as the result of their restatement are expensed as they accrue. Provisions that mature in one year or less and have no material financial effects are not discounted. When it is expected that a portion of the payment necessary to cancel the provision will be reimbursed by a third party, this reimbursement is recorded as an independent asset, provided that its receipt is practically certain. Contingent liabilities are possible obligations resulting from past events, the crystallisation of which is contingent on future events beyond the Group's control. These contingent liabilities are not recognised in the accounts. 3.14. Revenue recognition Revenues are recognised when control of the goods or services is transferred to customers. At that time, revenue is recognised in the amount of consideration to which the Company is expected to be entitled in exchange for the transfer of committed goods and services under contracts with customers, as well as other revenue not derived from contracts with customers forming part of the Company's ordinary business activities. The amount recognised is determined by deducting any discounts, returns, price reductions, incentives or rights granted to customers, as well as value added tax and other directly
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 18 related taxes that must be charged, from the amount of the consideration for the transfer of the goods or services committed with customers or other revenue relating to the Company's ordinary activities. In cases in which the price set in contracts with customers includes a variable consideration, the price to be recognised includes the best estimate of the variable consideration, provided it is highly likely that there will be no significant reversal of t he amount of revenue recognised when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s estimates are based on historical information, taking into account customer type, transaction type and specific terms. Provision of services The Company provides leasing services. Income earned from the leasing of property is entered on a straight-line basis over the lease term. When the Company offers incentives to its tenants, the cost of the incentive is recognised during the lease term on a straight -line basis as a reduction in rental income. The costs associated with each lease payment are expensed. Interest income Interest income from financial assets measured at amortised cost is recognised using the effective interest method. When a receivable is impaired, the Company writes the carrying amount down to its recoverable amount, which is calculated as the estimated future cash flow discounted at the original effective interest rate of the instrument, and the receivable is continuously discounted as interest income . 3.15. Related-party transactions Generally speaking, transactions between related parties are initially recognised at fair value. Where applicable, if the agreed price differs from fair value, this difference will be recognised based on the economic reality of the transaction. It will subsequently be measured in accorda nce with the provisions set out in the relevant standards. 4. RISK MANAGEMENT The Group’s activities are exposed to various financial risks: market risk (price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on uncertainty in financial markets and seeks to minimise any potential adverse impact on its financial profitability. Risk management is overseen by the parent company’s Finance Department, which identifies, evaluates and hedges financial risks in accordance with the policies approved by the parent company’s Board of Directors. The Board provides policies for overall risk management and policies covering specific areas such as interest rate risk, liquidity risk, the use of derivatives and non -derivatives and investing cash surpluses. This note explains the parent company’s exposure to financial risks and how these risks could affect future financial returns. Qualitative and quantitative information will be provided for each type of risk.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 19 Risk Risk exposure arises from Measurement Risk management Market risk - price of securities Equity investments Sensitivity analysis Investment in low- volatility, low-risk undertakings. Market risk – interest rates Long-term financial debt at variable rates Sensitivity analysis Interest rate swaps Credit risk Cash and cash equivalents, trade receivables, derivative financial instruments, debt investments and contract assets Ageing analysis Credit rating Diversification of bank deposits, credit limits and letters of credit Debt investment guides Liquidity risk Borrowings and other liabilities Cash flow forecasts Availability of committed credit lines and credit facilities 4.1. Financial risk management a) Market risk i) Price risk The Group is exposed to equity instrument price risk due to the investments held by the parent company and carried in the consolidated balance sheet at fair value through other comprehensive income. The Group invests in mature markets and companies showing low volatility and risk when managing price risk affecting equity investments. The parent company’s equity investments are quoted on the Spanish continuous market. Sensitivity analysis The following table summarises the effect of an increase/decrease in the stock market index on the Group’s profit after tax and equity for the year. This analysis assumes a 1% increase/decrease in the index with the other variables remaining constant and t hat all the Group’s equity instruments would change in accordance with the historical correlation to the index: Thousand euro Effect on profit after tax Effect on other equity components Index 2025 2024 2025 2024 Lar España Real Estate Socimi, S.A. — — — 1,737 ii) Cash flow and fair value interest rate risk The Group’s interest rate risk relates to borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. At 31 March 2025, circa 3.90% (56.61% at 31 March 2024) of its financing was linked to a variable rate. The Group’s borrowings at variable interest rates are denominated in euros. Fixed interest rates vary between 3.03% and 4.62% (between 3.03% and 4.62% at 31 March 2024) and variable interest rates vary between around 5.39% and 5.66% (around 2.28% and 5.95% at 31 March 2024).
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 20 At 31 March 2025, had interest rates on euro borrowings been 1% higher/lower, the other variables remaining constant, financial expenses for the year would have been €1,428 thousand higher or €1,428 thousand lower (2024: €1,568 thousand higher or €1,568 thousand lower), due primarily to higher/lower interest expense on variable-rate loans. Simulations are performed regularly to ensure that the potential maximum loss remains within the limits established by management. In view of the current situation in the real estate market, the Group has put specific measures in place to minimise the effect of market risk on its financial situation. These measures are subject to the findings of the Group’s recurring sensitivity analyses. These analyses take the following into account: • The economic environment in which it conducts its business: the design of different economic scenarios, modifying the key variables that may affect the Group (interest rates, market rents, percentage occupancy of investment property, etc.). • The assessment timeframe: the timeframe for the analysis and any potential departures will be taken into account. Castellana Properties is exposed to market risk in relation to possible property vacancies or renegotiations to reduce the rent when the leases expire. This would have a direct adverse impact on the value of the Group’s assets. However, market risk is mitigated by the policies followed to attract and select customers, mandatory lease periods negotiated with customers and security deposits required by the Group under the lease agreements. As a result, at 31 March 2025, the property portfolio’s average occupancy rate stands at 98.4%, with an average unexpired lease term of 8.8 years (weighted by gross rents). b) Credit risk Credit risk is managed at Group level. The Group defines its policy for managing and analysing credit risk relating to new customers before offering them the ordinary terms and conditions. Credit risk mainly arises from deposits made with the relevant orga nisations, financial derivatives and receivables for sales and services rendered, as well as sundry debtors. The Group's credit risk controls set out the credit quality that must be displayed by customers, taking account of their financial situation, past experience and other factors. Individual credit limits are set on the basis of internal and external ratings, in accordance with the limits stipulated by the parent company’s Board of Directors. The use of credit limits is regularly reviewed. The Group believes that it does not have any significant concentrations of credit risk, this being understood to refer to the possible impact that a default on receivables could have on the income statement. The Group's maximum exposure to credit risk by type of financial asset (excluding financial derivatives and deposits) is as follows: Description Thousand euro 2025 2024 Current assets net of impairment provisions Trade and other receivables (Note 8) 7,684 1,756 Trade and other receivables from related companies 105 — Cash and cash equivalents (Note 9) 81,663 34,773 89,452 36,529
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 21 The Group only works with banks and financial institutions that are known to be reputable and solvent. All of the Group's liquid financial assets are held with investment -grade financial institutions (100% as at 31 March 2025). The fair value of “Cash and cash equivalents” approximates the carrying amount shown in the above table. c) Liquidity risk Cash flow forecasts are made by the parent company's Finance Department. This department monitors the Group's liquidity requirements in order to ensure that it has sufficient cash to meet its operational needs while maintaining sufficient available liquidity at all times to ensure that the Group does not breach its financial obligations. These forecasts take account of the Group's financing plans, ratio compliance, fulfilment of internal objectives and, where applicable, any regulatory or legal requirements (Note 12). The maturity dates set for the Company’s financial asset and liability instruments at 31 March 2025 and 31 March 2024 are shown in Note 7b). On the balance sheet date, the parent company records cash totalling €81,663 thousand (€34,773 thousand at 31 March 2024). Although the parent company's working capital is negative in the amount of €23,034 thousand at 31 March 2025, it can count on financial support from its principal shareholder in order to meet short -term commitments (Note 2.8). d) Tax risk As mentioned in Note 1, the parent company has applied the special tax scheme for Spanish Listed Real Estate Investment Trusts (SOCIMIs). Pursuant to the contents of Article 6 of Law 11 of 26 October 2009, as amended by the SOCIMI Law 16 of 27 December 2012 and Law 11 of 9 July 2021, companies that have applied this scheme are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after fulfilling the relevant corporate obligations. Distribution must be approved within the six months following the year end and paid within one month of the date of the distribution resolution (see Note 11). If the General Shareholders' Meeting does not approve the dividend distribution proposed by the Board of Directors, calculated in accordance with the requirements of the said Law, they will be in breach of the Law and will therefore be taxed under the general tax rules, rather than the rules that apply to SOCIMIs. 4.2. Capital management The Group's main capital management objectives are to ensure long - and short-term financial stability, the positive performance of the parent company's shares, the appropriate financing of investments and a reduction in debt levels. Financial leverage rati os, calculated as: (Net borrowings at amortised cost / (Net borrowings at amortised cost + equity)) at 31 March 2025 and 31 March 2024 were as follows: Description Thousand euro 2025 2024 Net borrowings at amortised cost (Note 12) 626,083 497,145 Equity (Note 10) 969,431 687,239 Leveraging 39.24% 41.97%
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 22 Management believes that the Group’s level of indebtedness is low. Leverage ratios on real estate investments, calculated as borrowings at amortised cost over the fair value of investment property at 31 March 2025 and 31 March 2024 were as follows: Description Thousand euro 2025 2024 Net borrowings (Note 10) 626,083 497,145 Fair value of investment property (Note 6) 1,568,227 1,026,880 Leveraging 39.92% 48.41% The Group aims to keep these ratios between 40-50%. 4.3. Estimation of fair value The table shown below contains an analysis of the financial instruments that are measured at fair value, classified by valuation method. The different levels have been defined as follows: • Quoted prices (non-adjusted) in active markets for identical assets and liabilities (Level 1). • Inputs that differ from the quoted price included in Level 1 and are observable for the asset or liability, either directly (the prices themselves) or indirectly (derived from prices) (Level 2). • Data for the asset or liability not based on observable market input (i.e. unobservable inputs) (Level 3). The following table shows the Group’s financial assets and liabilities at fair value. See Note 6, which reports on the fair value of investment property. 31 March 2025 Thousand euro Assets Level 1 Level 2 Level 3 Total Long-term financial investments Financial assets at fair value through other consolidated comprehensive income — — — — Investment property — — 1,568,227 1,568,227 Total assets 1,568,227 1,568,227 Liabilities Long-term and short-term payables — — — — Total liabilities — — — — 31 March 2024 Thousand euro Assets Level 1 Level 2 Level 3 Total Long-term financial investments Financial assets at fair value through other consolidated comprehensive income 173,684 — — 173,684 Investment property — — 1,026,880 1,026,880 Total assets 173,684 — 1,026,880 1,200,564 Liabilities Long-term and short-term payables — — — — Total liabilities — — — —
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 23 The fair value of financial instruments traded in active markets (such as exchange -traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. During the year, no transfers between levels occurred. 4.4. Offset of financial assets and liabilities The Group's only financial assets and liabilities are, respectively, security deposits with official bodies and security deposits to be returned to tenants. It is the Group's intention that if these amounts are repaid they will be settled on a gross basis, so they have not been offset. 5. SEGMENT REPORTING The Investments Committee, together with the parent company's Board of Directors, represent the Group’s highest decision -making authority. Management has defined operating segments based on information which is reviewed by these bodies for the purposes of allocating resources and evaluating the Group’s performance. Management identifies three reporting segments: shopping centres, retail parks and corporate. Segment information for these activities at 31 March 2025 and 31 March 2024 is as follows: Thousand euro 2025 Spain Portugal Description Shopping centres Retail parks Total Shopping centres Corporate Total Provision of services 67,187 23,076 90,263 11,641 105 102,009 Changes in fair value of investment property 14,895 (4,842) 10,053 17,738 - 27,791 Staff costs - - - - (7,056) (7,056) Other operating expenses (19,328) (3,542) (22,870) (4,606) (5,403) (32,879) Other profit/(loss) 2,241 (2,503) (262) - (31) (293) Operating profit/(loss) 64,995 12,189 77,184 24,773 (12,385) 89,572 Financial income from ownership interests in other companies - - - - 19,045 19,045 Financial income from other financial instruments - - - - 1,994 1,994 Financial expenses (19,280) (4,690) (23,970) (1,634) (2,990) (28,594) Net financial income/(expense) (19,280) (4,690) (23,970) (1,634) 18,049 (7,555) Share of net profit/(loss) of equity-accounted associates and joint ventures - - - - 8,799 8,799 Profit/(loss) before tax 45,715 7,499 53,214 23,139 14,463 90,816 Income tax - - - - - - Profit/(loss) for the period 45,715 7,499 53,214 23,139 14,463 90,816
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 24 2024 Thousand euro Description Shopping centres Retail parks Corporate Total Provision of services 66,848 22,530 — 89,378 Changes in fair value of investment property (7,154) (4,356) — (11,510) Staff costs — — (6,211) (6,211) Other operating expenses (19,731) (3,787) (4,239) (27,757) Other profit/(loss) (810) 810 (288) (288) Operating profit/(loss) 39,153 15,197 (10,738) 43,612 Financial income from ownership interests in other companies — — — — Financial income from other financial instruments — — 493 493 Financial expenses (15,686) (4,923) (1,061) (21,670) Net financial income/(expense) (15,686) (4,923) (568) (21,177) Profit/(loss) before tax 23,467 10,274 (11,306) 22,435 Income tax — — — — Profit/(loss) for the year 23,467 10,274 (11,306) 22,435 The amounts provided to the Investments Committee and the parent company’s Board of Directors in respect of total assets and liabilities are valued in accordance with the same criteria as those applied in the financial statements. These assets and liabilities are assigned on the basis of segment activities.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 25 Thousand euro 2025 Spain Portugal Description Shopping centres Retail parks Total Shopping centres Corporate Total Investment property 1,084,197 290,050 1,374,247 193,980 - 1,568,227 Investments in equity instruments - - - 55,946 654 56,600 Other non-current assets 8,385 2,048 10,433 - 350 10,783 Non-current assets 1,092,582 292,098 1,384,680 249,926 1,004 1,635,610 Trade and other receivables 4,872 910 5,782 303 1,599 7,684 Other current assets 2,375 163 2,538 170 84,141 86,849 Current assets 7,247 1,073 8,320 473 85,740 94,533 Total assets 1,099,829 293,171 1,393,000 250,399 86,744 1,730,143 Bank borrowings 417,862 128,395 546,257 71,558 1,285 619,100 Other non-current liabilities 14,686 3,896 18,582 1,566 3,899 24,047 Non-current liabilities 432,548 132,291 564,839 73,124 5,184 643,147 Bank borrowings 2,138 2,197 4,335 124 2,539 6,998 Other current liabilities 12,893 576 13,469 5,615 91,483 110,567 Current liabilities 15,031 2,773 17,804 5,739 94,022 117,565 Total liabilities 447,579 135,064 582,643 78,863 100,160 760,712
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 26 2024 Thousand euro Description Shopping centres Retail parks Corporate Total Investment property 726,990 299,890 — 1,026,880 Investments in equity instruments — — 173,885 173,885 Other non-current assets 4,866 1,941 304 7,111 Non-current assets 731,856 301,831 174,189 1,207,876 Trade and other receivables 1,472 284 — 1,756 Other current assets 10,346 9,277 16,914 36,538 Current assets 11,818 9,561 16,914 38,294 Total assets 743,674 311,392 191,103 1,246,170 Bank borrowings 350,475 134,672 3,775 488,922 Other non-current liabilities 9,302 3,763 2,598 15,663 Non-current liabilities 359,777 138,435 6,373 504,585 Bank borrowings 2,073 2,256 1,254 5,583 Other current liabilities 4,506 590 43,667 48,763 Current liabilities 6,579 2,846 44,921 54,346 Total liabilities 366,356 141,281 51,294 558,931
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 27 6. INVESTMENT PROPERTY Investment property primarily includes shopping centres and retail parks owned by the Group that are held to obtain long-term rental income and are not occupied by the Group. The following table contains a breakdown of the investment property and related movements: Balance at 31/03/2023 1,012,275 Acquisitions 9,409 Capitalised subsequent disbursements 16,706 Profit/(loss) net of adjustments at fair value (11,510) Balance at 31/03/2024 1,026,880 Acquisitions 495,889 Disposals (8,839) Capitalised subsequent disbursements 26,506 Profit/(loss) net of fair value adjustments 27,791 Balance at 31/03/2025 1,568,227 Additions during the financial year ended 31 March 2024 relate primarily to the acquisition of a property next to El Faro shopping centre for €9,390 euros (including acquisition costs). Additions during the year ended 31 March 2025 relate to the following: • On 13 March 2025, the Company concluded an agreement with the Group companies Unibail - Rodamco-Westfield SE to acquire the Bonaire (Valencia) shopping centre for €305,000 thousand plus transaction costs of €9,066 thousand, entailing a total cost of €314,066 thousand. The acquisition was funded by bank borrowings of €126,000 thousand and by a part of the proceeds from the sale of the Lar España shareholding. The total amount of the transaction was classed as an asset acquisition, as the properties were unmana ged and unable to generate value unless they are managed by the purchaser, so they did not meet the definition of a business. • On 1 October 2024, the Company, through its Portuguese subsidiary (Caminho Propício, Sic Imobiliária Fechada S.A.), acquired 100% of the shares in the companies Loureshopping - Centro Comercial, S.A., 8ª Avenida - Centro Comercial, S.A. and Rio Sul-Centro Comercial, S.A., the owners of the LoureShopping, 8.ª Avenida and Rio Sul shopping centres, respectively, in Portugal. The transaction in which the shares in the companies owning the properties were acquired was completed for a total amount of €85,574 thousand. This amount was classed as an asset acquisition, as the properties were unmanaged and unable to generate value unless they are managed by the purchaser, so they did not meet the definition of a business. The purchase price of those assets amounted to €176,242 thousand, including transaction costs.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 28 • On 29 November 2024, a plot of land adjacent to the Bahia Sur shopping centre was acquired for €5,400 thousand, plus transaction costs of €180 thousand. Disposals during the financial year relate to the sale of the “Retail Park Mejostilla” property on 28 May 2024 for €8,839 thousand net of transaction costs, the negative effect of the sale having been recognised under “Other profit/(loss) in the income statement in the amount of €261 thousand. Several mortgage guarantees have been put in place for investment property, the market values of which stand at €1,568,227 thousand at 31 March 2025 (€1,026,880 thousand at 31 March 2024), securing the Group's fulfilment of the terms and conditions of the financing obtained. At 31 March 2025, the nominal value of this financing amounted to €639,239 thousand (€495,426 thousand at 31 March 2024) (Note 12). a) Income and expenses on investment property The following consolidated income and expenses on investment property have been taken to the income statement: Description Thousand euro 2025 2024 Rental income 102,009 89,378 Operating expenses related to investment properties that generate rental income (27,418) (23,518) 74,591 65,860 At 31 March 2024, "Lease income" includes €3,413 thousand relating to the income stability deposit from the purchase of the assets of the Group company Morzal Property Iberia, S.L.U. b) Operating leases: Total future minimum receipts under non-cancellable operating leases are as follows: Description 2025 2024 Less than one year 99,070 62,468 Between one and two years 69,878 38,571 Between two and three years 50,916 25,977 Between three and four years 35,044 16,139 Between four and five years 19,198 10,548 More than five years 31,353 19,692 305,459 173,395 c) Insurance The Group has a policy of taking out all the insurance policies necessary to cover any possible risk that might affect any aspect of its investment properties. The coverage provided by these policies is deemed to be sufficient by the parent company’s directors.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 29 d) Obligations At 31 March 2025, the Group did not have any contractual obligations to acquire, build or develop investment properties, or to repair, maintain or insure them, besides those already reported in this Note and Note 12, with the exception of contracts for refurbishment and improvement works. e) Valuation process The cost and fair value of investment property at 31 March 2025 and 31 March 2024 are detailed below: Description Thousand euro 2025 2024 Cost Fair value Cost Fair value Investment property 1,512,314 1,568,227 998,758 1,026,880 1,512,314 1,568,227 998,758 1,026,880 The valuations were carried out adopting the “market value” approach, in accordance with the Property Appraisal and Valuation method and the Guidance Notes published by the Royal Institution of Chartered Surveyors of Great Britain (RICS), Valuation Standar ds, January 2022. The market value of the Group's properties has been determined on the basis of a valuation carried out by independent expert valuers (Colliers International). “Market Value” is defined as the estimated amount at which a property should exchange on the valuation date, between a willing seller and a willing buyer and after a reasonable sales marketing period, during which both parties have acted knowledgeably, pru dently and without compulsion. The valuation methodology adopted by the independent valuers in order to determine fair value was primarily the 10-year discounted cash flow method. The discounted cash flow method is based on forecasts of the probable net income that will be generated by assets over a specific time period, taking into account the residual value of the assets in question at the end of that period. Cash flows are discou nted at an internal rate of return in order to arrive at net present value. This internal rate of return is adjusted to reflect the risk associated with the investment and assumptions used. Key variables are therefore net income and the discount rate. The estimated yields depend on the type and age of the properties and their location. The properties have been valued individually, via calculations based on the lease agreements in place at the end of the financial year and, if applicable, the forecast value based on current market rents for the different areas, as well as comparables and completed transactions. On the basis of the simulations performed, the recalculated impact that a variation of 0.25% on the yield (“discount rates”) and exit yield would have on the fair value of the property would be as follows:
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 30 31 March 2025 Change in discount rates (0.25%) 0.25% Retail 26,690 (26,010) Land 30 (30) Theoretical profit/(loss) 26,720 (26,040) 31 March 2024 Change in discount rates (0.25%) 0.25% Retail 17,550 (17,170) Land 260 (240) Theoretical profit/(loss) 17,810 (17,410) 31 March 2025 Exit yield variance (0.25)% 0.25% Retail 31,290 (29,060) Land 110 (100) Theoretical profit/(loss) 31,400 (29,160) 31 March 2024 Exit yield variance (0.25)% 0.25% Retail 21,460 (19,910) Land 830 (830) Theoretical profit/(loss) 22,290 (20,740) The yield and discount rate range applied is as follows: 31 March 2025 Minimum Maximum EXIT YIELDS Retail 6.00% 9.25% Discount rates Retail 8.25% 11.25% 31 March 2024 Minimum Maximum EXIT YIELDS Retail 6.00% 7.00% Discount rates Retail 8.25% 10.50%
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 31 The effect of a 10% variation in the rental increases considered has a significant impact on consolidated assets and on the consolidated income statement as regards investment property: 2025 2024 Assets Net consolidated profit/(loss) Assets Net consolidated profit/(loss) 10% increase in market rents 105,070 105,070 69,430 69,430 10% decrease in market rents (105,070) (105,070) (69,400) (69,400) The valuation of investment property is classified under level 3, according to the definition detailed in Note 4.3. The fair value of investment property has been calculated by independent expert valuers using valuation techniques involving observable and available market data, based, to a lesser extent, on specific estimates by the organisations. These values were reviewed and approved by the parent company’s Board of Directors. During the years ending on 31 March 2025 and 31 March 2024, no transfers between levels occurred. The total fees, including the fee for this assignment, earned by Colliers International Spain (or other companies forming part of the same group of companies in Spain) from the recipient of the services (or other companies forming part of the same group of companies) are less than 5% of the company's total revenue.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 32 7. ANALYSIS OF FINANCIAL INSTRUMENTS a) Analysis by category The carrying amount of each category of financial instruments laid down in the standards on the recognition and measurement of financial instruments is as follows: FINANCIAL ASSETS Thousand euro Financial assets at fair value Amortised cost Total Long term: 2025 2024 2025 2024 2025 2024 Financial assets at fair value through other comprehensive income — 173,684 — — — 173,684 Financial assets at fair value through profit or loss 56,600 — — — 56,600 — Other long-term financial assets (Note 8) — — 10,433 6,807 10,433 6,807 56,600 173,684 10,433 6,807 67,033 180,491 Thousand euro Short term: Fair value through other comprehensive income Amortised cost Total 2025 2024 2025 2024 2025 2024 Financial assets at amortised cost (Note 8) — — 8,786 2,783 8,786 2,783 — — 8,786 2,783 8,786 2,783 Total financial assets — 173,684 19,219 9,590 19,219 183,274 Financial assets at fair value through other comprehensive income: The heading “Assets at fair value through other comprehensive income” reflects the Company’s investment in Lar Real Estate SOCIMI, S.A., the movements of which were as follows: Amount Fair value at 31/03/2023 105,949 Additions 15,680 Disposals — Reduction in investment — Measurement adjustments 52,055 Fair value at 31/03/2024 173,684 Additions 250 Disposals (124,153) Measurement adjustments during the year 24,091 Derecognition of cumulative measurement adjustments (73,872) Fair value at 31/03/2025 —
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 33 On 4 April 2024, the parent company acquired 34,412 additional shares in Lar España Real Estate SOCIMI, S.A. for a total of €250 thousand, increasing its ownership interest from 28.74% to 28.8% (€15,680 thousand at 31 March 2024). On 25 April 2024, Lar España Real Estate SOCIMI, S.A.’s Annual General Meeting approved a dividend of €0.7906 per share, Castellana Properties Socimi, S.A. receiving a total amount of €19,046 thousand based on its 28.8% stake, which is recognised under financial income. During the financial year, a consortium formed by Hines European Real Estate Partners III SCSp and a vehicle controlled by Grupo Lar Inversiones Inmobiliarias, S.A. launched a voluntary public cash offer (OPA) for 100% of the share capital of Lar España, i nitially for a price of €8.10 per share. The offer was later improved to €8.30 per share. On 30 September 2024, the Company made an irrevocable commitment to accept the improved offer, undertaking to sell its entire ownership interest, comprising 24,090,411 shares, for an aggregate amount of €199,951 thousand. The transaction was completed on 27 December 2024 for a selling price per share equal to the fair market value of €8.30 per share (€7.22 per share at 31 March 2024) and costs to sell of €1,926 thousand. The selling price approximated the share price. The cost of the ownership interest, plus the corresponding capitalised costs to the date of sale, amounted to €124,153 thousand. FINANCIAL LIABILITIES Thousand euro Long term: Bank borrowings Loans, derivatives and other Total 2025 2024 2025 2024 2025 2024 Financial liabilities at amortised cost or at cost (Note 12) 619,100 488,922 23,610 15,226 642,710 504,148 619,100 488,922 23,610 15,226 642,710 504,148 Thousand euro Short term: Bank borrowings Loans, derivatives and other Total 2025 2024 2025 2024 2025 2024 Financial liabilities at amortised cost or at cost (Note 12) 6,998 5,583 108,761 46,919 115,759 52,502 6,998 5,583 108,761 46,919 115,759 52,502 Total financial liabilities 626,098 494,505 132,371 62,145 758,469 556,650
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 34 b) Analysis by maturity date Financial instruments with specific or determinable maturities are set out below by year of maturity at 31 March 2025: 31 March 2025 Thousand euro Financial assets March 2026 March 2027 March 2028 March 2029 March 2030 Subsequent years Total Other financial assets: - Equity-accounted investments — — — — — 56,600 56,600 - Guarantees and deposits given 897 962 803 1,047 1,644 5,977 11,330 Trade receivables: - Trade receivables for sales and services 7,684 — — — — — 7,684 - Trade receivables, related companies 105 105 - Other financial assets 100 — — — — — 100 8,786 962 803 1,047 1,644 62,577 75,819 31 March 2025 Thousand euro Financial liabilities March 2026 March 2027 March 2028 March 2029 March 2030 Subsequent years Total Payables: - Security deposits received 2,640 2,140 1,998 2,581 3,044 9,948 22,351 - Bank borrowings 6,998 5,139 4,771 164,328 313,744 131,118 626,098 Payables to Group companies and associates 81,648 — — — — — 81,648 Creditors and other payables 20,313 — — — — — 20,313 Other liabilities 4,160 3,899 — — -— — 8,059 115,759 11,178 6,769 166,909 316,788 141,066 758,469
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 35 8. FINANCIAL ASSETS As of 31 March 2025 and 31 March 2024, the breakdown of this heading is as follows: Thousand euro 2025 2024 Long-term financial assets (Note 7): - Equity-accounted investments (Note 1c) 56,600 201 - Financial assets at fair value through other comprehensive income — 173,684 - Other financial assets 10,433 6,807 67,033 180,692 Short-term financial assets (Note 7): - Trade receivables for sales and services 7,684 1,756 - Trade receivables, related companies 105 — - Other financial assets 997 1,027 8,786 2,783 75,819 183,475 The carrying amounts of loans and receivables (both long and short term) approximate their fair values, since the effect of discounting is not significant. Equity-accounted investments This heading reflects the ownership interests in the following companies at 31 March 2025: Company Shareholding % Date of acquisition Holding company Castellana Green, S.L. 50% 25 January 2022 Castellana Properties SOCIMI, S.A. Alegro Sintra - Sociedade Imobiliária, S.A. 35% 19 December 2024 Caminho Propício, S.A. Movements in these investments are as follows: Thousand euro Alegro Sintra Castellana Green Total Opening balance - 201 201 Acquisitions 47,108 492 47,600 Profit/(loss) for the year of equity- accounted companies 653 (39) 614 Impairment of loans to equity-accounted companies — — — Fair value of equity-accounted companies 8,185 — 8,185 Closing balance 55,946 654 56,600
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 36 The Alegro Sintra - Sociedade Imobiliária, S.A. balance is as follows at 31 March 2025: Condensed balance sheet Alegro Sintra - Sociedade Imobiliária, S.A. Non-current assets 83,666 Investment property 83,581 Other assets 85 Current assets 13,439 Debtors and receivables 1,725 Public administrations 1,522 Other assets 383 Cash and banks 9,809 TOTAL ASSETS 97,105 Equity 12,830 Capital 50 Other reserves 11,780 Profit/(loss) for the year 1,000 Non-current liabilities 76,080 Bank borrowings 75,074 Other financial liabilities 1,006 Current liabilities 8,195 Bank borrowings 931 Trade and other payables 4,635 Other current financial liabilities 2,629 TOTAL LIABILITIES AND EQUITY 97,105 The amounts reflected in Alegro Sintra - Sociedade Imobiliária, S.A.'s income statement run from the purchase date, 19 December 2024, to 31 March 2025: Income statement Alegro Sintra - Sociedade Imobiliária, S.A. Revenue 4,633 Other income — Expenses (1,316) Depreciation and amortisation (680) Interest income 187 Borrowing costs (1,133) Profit/(loss) before tax 1,691 Income tax expense (392) Profit/(loss) after tax 1,299
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 37 Other financial assets The entry “Other long -term financial assets” amounts to €10,433 thousand and includes the amounts deposited with the competent organisations in each Autonomous Region. Other short-term financial assets amount to €997 thousand and primarily include the short-term security deposits received. Trade receivables for sales and services At 31 March 2025, the total amount of short-term loans and receivables includes €3,305 thousand in trade receivables (€1,183 thousand at 31 March 2024). At the end of the financial year, the trade receivables heading includes the amount of €7,628 thousand yet to be invoiced (€2,027 thousand at 31 March 2024), mainly for variable rent accrued and not invoiced, and common area revenue not yet billed. This heading includes a provision of €3,249 thousand (€1,454 thousand at 31 March 2024) reflecting the policy for recognising the age of trade receivables under IFRS 9 and the Group’s assessment of the balances in question. All the amounts reported in this section are past due and unprovisioned, which the Group expects to recover. The following table contains a breakdown of the age of trade receivables for sales and services, receivables from related parties and sundry receivables: Description Thousand euro 2025 2024 Up to 3 months 350 59 Between 3 and 6 months 859 33 More than 6 months 2,096 1,091 3,305 1,183 The carrying amount of loans and receivables is denominated in euros. The balance in “Trade receivables” is shown net of impairment adjustments. The corresponding provisions are set aside for bad debts. Movements in the bad debt provision during the period were as follows: Description Thousand euro 2025 2024 Opening balance (1,454) (1,458) Appropriation (1,803) (377) Reversal — 176 Application 8 205 Closing balance (3,249) (1,454)
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 38 9. CASH AND CASH EQUIVALENTS As of 31 March 2025 and 31 March 2024, the breakdown of this heading is as follows: Description Thousand euro 2025 2024 Cash and cash equivalents Current accounts 81,633 34,773 81,633 34,773 At 31 March 2025, there were restrictions on the availability of a total of €1,718 thousand (€273 thousand at 31 March 2024). Current accounts accrue a market interest rate (Note 15). 10. EQUITY a) Share capital and share premium As of 31 March 2025 and 31 March 2024, the breakdown of share capital and share premium is as follows: Description Thousand euro 2025 2024 Authorised capital 127,684 101,152 Share premium 562,284 423,864 On 31 March 2025, share capital stood at € 127,684 thousand (€101,152 thousand at 31 March 2024), consisting of 127,684,030 shares with a par value of €1 each (101,151,999 at 31 March 2024), all in the same class, fully subscribed and paid up. On 16 January 2023, the General Shareholders’ Meeting agreed to increase share capital by capitalising the loans of €10,000 thousand and €5,000 thousand granted by the sole shareholder Vukile Property Fund Limited on 20 January 2022 and 25 October 2022, re spectively, for a total amount of €15,000 thousand, issuing 2,380,952 new shares with a par value of €1 each (€2,381 thousand) and a share premium of €5.3 per share (€12,619 thousand). On 21 May 2024, a distribution charged to the share premium was approved for a total amount of €18,777 thousand, equating to €0.186 per share. On 17 July 2024, the General Shareholders’ Meeting agreed to increase share capital by capitalising the loans arranged with the majority shareholder Vukile Property Fund Limited, amounting to a total of
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 39 €97,000 thousand, and issuing 14,264,705 new shares with a par value of €1 each and a share premium of €82,735 thousand, equating to €5.8 per share. The following receivables were offset: Subscription date Date(s) of modification Thousand euro 15/11/2023 15/03/2024 and 04/06/2024 17,000 15/03/2024 04/06/2024 20,000 04/06/2024 — 60,000 Total — 97,000 On 17 December 2024, the General Shareholders’ Meeting agreed to increase share capital by capitalising the loan arranged with the majority shareholder Vukile Property Fund Limited on 20 September 2024, amounting to a total of €86,730 thousand, and issuing 12,267,326 new shares with a par value of €1 each and a share premium of €74,463 thousand, equating to approximately €6.07 per share. All the shares issued were fully subscribed by the shareholder Vukile Property Fund Limited. As at 31 March 2025 and 2024, the shareholder with more than a 3% shareholding in the parent company is Vukile Property Fund Limited. The breakdown is as follows: 2025 2024 No. of shares % interest No. of shares % interest Vukile Property Fund Limited 127,200,735 99.62% 100,668,704 99.52% b) Reserves and retained earnings Description Thousand euro 31/03/2025 31/03/2024 Legal reserve 10,426 9,578 Other reserves 10,861 10,932 Retained earnings 154,132 74,829 Measurement adjustments — 49,782 Total reserves attributed to parent company 175,419 145,121 Retained earnings 225,803 160,085 Dividend distribution (137,026) (85,256) Equity attributable to non-controlling interests 65,355 — Total retained earnings 154,132 78,829
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 40 At 31 March 2025, €10,426 thousand (€9,578 thousand at 31 March 2024) corresponded to the legal reserve. This reserve has been set aside under the terms of Article 274 of the Spanish Companies Act, which establishes that companies must in all cases allocate an amount equal to 10% of their profits for the year to this reserve, until the total reaches at least 20% of the share capital figure. It cannot be distributed, and if it is used to offset losses when the other available reserves are not sufficient for this purpose, it must be replenished with future profits. Other reserves and retained earnings are unrestricted. This heading includes €1 thousand as a result of the sale of 50% of the parent company’s ownership interest in Castellana Green (Note 1). c) Treasury shares Movements in 2025 and 2024 were as follows: 2025 2024 Description Number of treasury shares Thousand euro Number of treasury shares Thousand euro Opening balance 53,710 333 55,315 343 Additions/purchases 3,340 23 77 1 Decreases (6,940) (43) (1,682) (11) Closing balance 50,110 313 53,710 333 On 15 September 2020, the Company’s General Shareholders’ Meeting resolved to authorise the derivative acquisition of shares in Castellana Properties Socimi, S.A. by the Company itself, for a five -year period, in accordance with Articles 146 and concordant articles of the Spanish Companies Act, observing the requirements and limits laid down in prevailing legislation from time to time, all in the following terms: (i) The shares may be acquired directly by the Company or indirectly through Group companies, o ne or more times, by means of a purchase, swap or any other valid legal business. They may also be acquired through an intermediary that purchases the shares on behalf of the Company under a liquidity agreement between the Company and the intermediary; (ii) The par value of the shares to be acquired, added to the value of those already held, directly or indirectly, may not exceed the legally permitted maximum percentage at a given time; and (iii) The acquisition price per share may not exceed the quoted pri ce on the acquisition date. On 10 July 2018, Castellana Properties entered into a liquidity agreement with Renta 4 Banco, S.A. with the aim of increasing liquidity and favouring the stability of the parent company's stock price. This agreement came into effect on 25 July 2018 and has an open-ended term. The Company's treasury shares held at 31 March 2025 represented 0.04% of the Company’s share capital (0.05% at 31 March 2024) and totalled 50,110 shares (53,710 at 31 March 2024). The average cost of the Company’s treasury shares at 31 March 2025 was €6.24 per share (€6.21 per share at 31 March 2024).
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 41 These shares are recognised as a reduction of €313 thousand in the value of the Company's shareholders' funds at 31 March 2025 (€333 thousand at 31 March 2024). The parent company has complied with the requirements of Article 509 of the Spanish Companies Act, which stipulates that the par value of acquired shares listed on official secondary markets, together with those already held by the parent company and its subsidiaries, must not exceed 10% of share capital. The subsidiaries do not hold either treasury shares or parent company shares. d) Earnings per share Basic earnings per share are calculated by dividing the net profit/(loss) attributable to the parent company's owners for the year by the weighted average number of ordinary shares in circulation during the year, excluding the weighted average number of treasury shares held over the period. Diluted earnings per share are calculated by dividing the net profit/(loss) attributable to the parent company's owners for the financial year by the weighted average number of ordinary shares in circulation during the period, plus the weighted average number of ordinary shares that would be issued during the conversion of all potentially dilutive instruments. The following table shows the income figures and information on the number of shares used to calculate basic and diluted earnings per share: Calculation of basic and diluted earnings Description 2025 2024 Net profit (thousand euro) 90,816 22,435 Weighted average number of shares issued (shares) 114,691,262 101,151,999 Average number of treasury shares held (shares) 52,098 54,309 Basic and diluted earnings per share (euros) 0.79 0.22 With regard to the calculation of earnings per share, there were no transactions involving ordinary shares or potential ordinary shares between the closing date of the Consolidated Annual Accounts and the date they were authorised for issue that were not taken into acco unt when calculating such earnings for the annual period ended 31 March 2025. e) Equity attributable to non-controlling interests On 19 March 2025, the Company approved a capital increase of €50 thousand in its subsidiary Caminho Propício – Sic Imobiliária Fechada, S.A. to reach €189,283 thousand, through previous contributions by Castellana Properties in the amount of €132,448 thousand and a cash contribution of €56,785 thousand from a new shareholder (RMB Investments and Advisory Proprietary Limited). The increase entailed issuing 189,232,599 new ordinary registered shares with a nominal value of €1 per share, fully subscribed by the above-mentioned shareholders. As a result of this transaction, the parent company held a 30% stake in Caminho Propício – Sic Imobiliária Fechada, S.A.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 42 At 31 March 2025, non-controlling interests relating to the new shareholder amount to €65,355 thousand. Thousand euro Thousand euro Share capital Prior-year reserves and profit/(loss) Profit/(loss) for the period Balance at 31/03/2025 Percentage Non- controlling interests Caminho Propício – Sic Imobiliária Fechada, S.A. 189,283 6,000 28,567 223,850 30% 65,355 189,283 6,000 28,567 223,850 65,355 Movements in non-controlling interests are as follows: Thousand euro Balance at 31 March 2024 — Acquisitions 56,785 Additions to profit/(loss) for the year 8,570 Balance at 31 March 2025 65,355 11. DISTRIBUTION OF PROFIT/(LOSS) AND DIVIDENDS Distribution of profit/(loss) The proposed distribution of the parent company's results at 31 March 2025 to be submitted to the General Shareholders' Meeting is as follows: Description Thousand euro Available for distribution Profit/(loss) for the year 117,194 Share premium — 117,194 Application Legal reserve 11,719 Interim dividend, 13 November 2024 10,000 Interim dividend, 12 March 2025 41,770 Dividend pending approval 53,705 Distribution charged to the share premium account — 117,194
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 43 Interim dividend distribution On 13 November 2024, the Castellana Board of Directors agreed to pay out an interim dividend for the financial year ended on 31 March 2025 in the amount of €10,000 thousand, equating to €0.08668146 per share, effective as at 5 December 2024. The forecast cash flow statement prepared by the Board of Directors is as follows: Profit/(loss) at 30 September 2024 25,442 Legal reserve (2,544) Distributable profit 22,898 Interim dividend paid out of profit for the year 10,000 Total distribution to shareholders 10,000 Available cash 18,296 On 12 March 2025, the Castellana Board of Directors agreed to pay out an interim dividend for the financial year ended on 31 March 2025 in the amount of €41,770 thousand, equating to €0.32726710 per share, effective as at 20 March 2025. The forecast cash flow statement prepared by the Board of Directors is as follows: Description Thousand euro Profit/(loss) at 28 February 2025 109,893 Legal reserve (10,980) Distributable profit 98,823 Interim distribution, 20 March 2025 41,770 Total distribution to shareholders 41,770 Available cash 42,172 Prior-year profit/(loss) distribution The proposed distribution of the profit/(loss) and reserves of the parent company Castellana Properties Socimi, S.A.’s for the financial year ended on 31 March 2024, which was approved by the General Shareholders' Meeting on 17 July 2024, was as follows:
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 44 Description Thousand euro Available for distribution Profit/(loss) for the year 8,480 Share premium 18,777 27,257 Application Legal reserve 848 Interim dividend 14 November 2023 5,000 Interim dividend 21 May 2024 2,632 Distribution charged to the share premium account 18,777 27,257 12. FINANCIAL LIABILITIES Description Thousand euro 2025 2024 Long-term financial liabilities at amortised cost (Note 7): Bank borrowings 619,100 488,922 Other financial liabilities 23,610 15,226 642,710 504,148 Short-term financial liabilities at amortised cost (Note 7): Bank borrowings 6,998 5,583 Short-term payables to Group companies (Note 18) 81,648 37,413 Trade and other payables 20,313 5,779 Other financial liabilities 2,640 1,751 Other liabilities 4,160 1,976 115,759 52,502 758,469 556,650 The carrying amounts of creditors and payables, both long and short term, approximate their fair values, since the effect of discounting is immaterial. Bank borrowings and payables to Group companies and associates are carried at amortised cost. The carrying amount of creditors and payables is denominated in euros.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 45 Bank borrowings The maturities of these bank borrowings are set out below at face value: Thousand euro Description 2025 Non-current Current March 2026 — 6,998 March 2027 5,300 — March 2028 4,863 — March 2029 167,144 — March 2030 318,469 — Subsequent years 136,465 — 632,241 6,998 The Group has included an amortised cost of €13,141 thousand (€6,308 thousand at 31 March 2024) on the balance sheet in respect of loan arrangement costs. At 31 March 2025, accrued unmatured interest amounted to €499 thousand (€387 thousand at 31 March 2024). Interest expenses accrued during the period and amortised cost totalled €25,896 thousand (€20,825 thousand at 31 March 2024) (Note 15). The loans detailed below are secured by a mortgage on certain properties whose market value at 31 March 2025 totalled €1,568,227 thousand (Note 6), €1,026,880 thousand at 31 March 2024. The loan from the Group company Morzal Property Iberia, S.L.U. is also secured by a pledge on 100% of the borrower's shares. Thousand euro Nominal amount Amortised cost Total Loans: 2025 2024 2025 2024 2025 2024 A) Syndicated 173,394 181,230 (2,909) (3,758) 170,485 177,472 B) Morzal 243,669 293,668 (3,733) (2,254) 239,936 291,414 C) Puerta Europa 19,378 20,528 (421) (267) 18,957 20,261 D) Project Trio (Portugal) 72,500 — (942) — 71,558 — E) Bonaire 126,000 — (5,120) — 120,880 — D) Other financing 3,799 5,000 (16) (29) 3,783 4,971 638,740 500,426 (13,141) (6,308) 625,599 494,118 A) Syndicated. Retail park portfolio and Habaneras Shopping Centre financing On 15 February 2022, the Group entered into a financing agreement with Aareal Bank to refinance the syndicated loan granted by Banco Santander and CaixaBank for the purposes of funding the retail park portfolio. The financing of €184,793 thousand included the Habaneras shopping centre borrowings previously obtained from Aareal Bank and the borrowings of the Pinatar Fase II retail park. This loan matures in 2029. On 28 May 2024, the asset owned by the entity of the Group, Junction Parque Cáceres, S.L.U. was sold and the loan relating to this company was repaid in a total amount of €6,411 thousand. Expenses incurred to restructure the financing following repayment of this debt totalled €58 thousand.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 46 At 31 March 2025, the amount of this financing pending payment stands at €173,394 thousand (€181,230 thousand at 31 March 2024). The loan is distributed among the Group companies as follows: Company Property 2025 2024 Junction Parque Castellón S.L.U. Ciudad del Transporte 3,304 3,376 Junction Parque Principado, S.L.U. Parque Principados Retail Park 16,660 17,022 Castellana Parque Alcorcón, S.L.U. Parque Oeste Retail Park 23,599 24,111 Junction Parque Huelva, S.L.U. Marismas del Polvorín Retail Park 12,825 13,103 Junction Parque Motril, S.L.U. Motril Retail Park 3,993 4,079 Junction Parque Granada, S.L.U. Kinepolis Retail Park & Leisure Centre 22,226 22,708 Junction Parque Cáceres, S.L.U. Mejostilla Retail Park — 4,075 Junction Parque Mérida, S.L.U. La Heredad Retail Park 9,268 9,469 Castellana Parque Villanueva, S.L.U. La Serena Retail Park 7,407 7,568 Junction Parque Alameda, S.L.U. Alameda Shopping Centre 33,479 34,205 San Pedro Del Pinatar Retail Park Junction Parque Habaneras, S.L.U. Habaneras Shopping Centre 40,633 41,514 173,394 181,230 B) Morzal: Shopping centre portfolio financing On 27 September 2018, the subsidiary Morzal Property Iberia, S.L. (contributed in the share capital increase through the non -monetary contribution described in Note 10) signed a mortgage loan with the financial institution Aareal Bank, AG in the amount of €256,000 thousand, secured by 4 assets, namely the "El Faro", "Bahía Sur", "Los Arcos" and “Vallsur” shopping centres. On 24 September 2019, the subsidiary Morzal Property Iberia, S.L. arranged an extension of the mortgage loan from the financial institution Aareal Bank, AG for the purchase of two assets annexed to two shopping centres already owned, “Bahía Sur” and “Los A rcos” and their value -add projects, for a maximum of €47,490 thousand, maturing in 2025. In September 2024, Castellana Properties SOCIMI, S.A. entered into a mortgage refinancing agreement with Aareal Bank A.G. for €254 ,000 thousand , with a five -year term and a fixed interest rate. Banco Santander and BBVA are also parties to this operation. The transaction included the repayment of €50,000 thousand of the prior debt in order to reduce the company's indebtedness. At 31 March 2025, the long -term outstanding payable amount stands at €243,669 thousand (€37,669 thousand at 31 March 2024). C) Puerta Europa Shopping Centre financing On 31 July 2019, the parent company arranged a loan of €23,000 thousand, maturing in 2031, from the banks Liberbank (now Unicaja) and Banco Pichincha to finance the purchase of the Puerta Europa shopping centre. At 31 March 2025, the outstanding payable am ount stands at €19,378 thousand (€20,528 thousand at 31 March 2024).
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 47 D) Project Trio (Portugal) On 1 October 2024, the Group arranged mortgage financing of €72 ,500 thousand for a term of five years and at a fixed market interest rate with Banco Santander Totta, S.A. in order to acquire the LoureShopping, 8.ª Avenida and Rio Sul shopping centres in Portugal . Banco Bpi, S.A., Caixa Geral De Depósitos, S.A. and Caixa Central De Crédito Agrícola Mútuo, CRL are also parties to this operation, so Castellana Properties has further diversified its sources of financing. At 31 March 2025, the long -term outstanding pa yable amount stands at €72,500 thousand. E) Bonaire On 13 March 2025, the Group arranged a loan from Caixabank to purchase the Bonaire shopping centre in Valencia, falling due in 2032. At 31 March 2025, the nominal value of the long-term outstanding payable amount stands at €126,000 thousand. F) Other financing On 20 July 2023, the parent company arranged a loan of €5,000 thousand from Banco Santander, maturing in 2026. This loan is not subject to compliance with financial ratios. At 31 March 2025, the outstanding payable amount stood at €1,300 thousand in the long term and €2,499 thousand in the short term. Some of these Group loans are subject to compliance with certain covenants, which is standard practice in the sector in which it operates, the ratio being calculated every six months. As of 31 March 2025, the Group had complied with all of these covenants , as well as with other obligations regarding the proper condition of the assets and their insurance coverage. Other financial liabilities Other long -term financial liabilities primarily reflect the amount pending payment for the long -term incentive plan, in the amount of €3,899 thousand, and the guarantee deposits received from tenants as per their lease agreements. Information on the average supplier payment period The following table shows a breakdown of the payments that are due for commercial operations completed during the year and that remained pending on the date on which the balance sheet was closed, with reference to the maximum payment period provided for un der Law 15/2010 and subsequently amended by Law 31/2014: Description Days 2025 2024 Average supplier payment period 26 38 Ratio of transactions settled 26 38 Ratio of transactions not yet settled 23 36
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 48 Description Thousand euro 2025 2024 Total payments settled 58,707 48,487 Total outstanding payments 1,431 52 Under the new legislation set forth in Article 9 of Law 18/2022 of 28 September, the following information is also required: Number (units) 2025 2024 Invoices settled before the end of the legal maximum supplier payment period 3,976 2,970 Percentage of total supplier invoices 86% 78% Volume (thousand euro) 2025 2024 Invoices settled before the end of the legal maximum supplier payment period 53,200 41,874 Percentage of total supplier invoices 91% 86% 13. INCOME TAX AND TAX SITUATION As of 31 March 2025 and 31 March 2024, the breakdown of taxes refundable and payable is as follows: Thousand euro 2025 2024 Receivables VAT refundable 1,172 — Withholdings and payments on account 1,963 351 3,135 351 Payables Deferred tax liabilities 437 437 VAT payable 1,435 1,666 PIT payable 291 121 Social security contributions 76 57 Stamp duty (AJD) 4 — 2,243 2,281
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 49 The reconciliation of net income and expenses for the year with the income tax base is as follows : Thousand euro Consolidated income statement Income and expenses attributed directly to consolidated equity Increases Decreases Total Increases Decreases Total Net income/(expense) for the year 134,337 — 134,337 24,095 (73,948) (49,853) Corporate income tax — — — — — — Permanent differences 373 — 373 — — — Temporary differences 11,431 — 11,431 — — — Consolidation adjustments (45,515) — (45,515) — — — Tax base (taxable income) 100,626 — 100,626 24,095 (73,948) (49,853) Pursuant to Law 11 of 26 October 2009, as amended by Law 16 of 27 December 2012 on SOCIMIs, current corporate income tax is calculated by applying a tax rate of 0% to taxable income. Deferred tax assets and liabilities At 31 March 2025 and 31 March 2024, deferred tax liabilities were recognised in the amount of €437 thousand as a result of taxable temporary differences of the subsidiary Junction Parque Mérida, S.L.U., arising from the difference between tax and accounting depreciation and amortisation charges. Tax-loss carryforwards Set out below is a breakdown of tax -loss carryforwards before the special tax scheme for SOCIMIs was applied: Financial year CASTELLANA PARQUE ALCORCÓN, S.L.U. 2008 2,243 2009 2,715 2010 665 2012 2,514 2013 1,124 2014 1,491 10,752 The Group has not capitalised these tax losses. Financial years pending verification and inspection processes Under current law, taxes cannot be understood to have been effectively settled until the tax authorities have reviewed the tax returns filed or until the four-year time-bar period has elapsed. The income tax rate payable by SOCIMIs is set at 0%. However, when the dividends that the SOCIMI distributes to its shareholders with a percentage shareholding of more than 5% are tax -exempt or taxed at a rate of lower than 10%, the SOCIMI will be subject to a special tax of 19% on the amount of the
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 50 dividend paid to the shareholders in question, which will be classified as income tax payable. Where it applies, this special tax must be paid by the SOCIMI within two months following the date on which the dividend is paid out. 14. INCOME AND EXPENSES a) Revenue Revenue from the Group’s ordinary business activities is set out below: Description Thousand euro 2025 2024 Rental income 83,592 73,553 Reinvoicing of costs to tenants 18,417 15,825 102,009 89,378 b) Staff costs This heading in the accompanying consolidated income statement breaks down as follows: Description Thousand euro 2025 2024 Wages, salaries and similar remuneration (6,402) (5,606) Social security (654) (605) (7,056) (6,211) Staff costs include the amount of €1,300 thousand (€1,300 thousand at 31 March 2024) relating to the long-term incentive plan (Note 17). The average number of employees during the period by professional category was as follows: Description Number of employees 2025 2024 Directors 7 6 University graduates or diploma holders 32 25 Administrative personnel and other 2 3 41 34
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 51 In addition, at 31 March 2025 and 31 March 2024, the gender breakdown of the parent company headcount was as follows: 2025 Description Number of employees Men Women Total Directors 5 2 7 University graduates or diploma holders 17 21 38 Administrative personnel and other — 2 2 22 25 47 2024 Description Number of employees Men Women Total Directors 4 2 6 University graduates or diploma holders 12 13 25 Administrative personnel and other — 3 3 16 18 34 Two of the Company's directors are board members. The Group had no employees with a disability rating of 33% or more (or the local equivalent) at 31 March 2025 or 31 March 2024. c) Other operating expenses This consolidated income statement heading breaks down as follows: Description Thousand euro 2025 2024 External services attributable directly to real estate assets (27,418) (23,518) Other external services (5,461) (4,239) (32,879) (27,757)
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 52 15. NET FINANCIAL INCOME/(EXPENSE) As of 31 March 2025 and 31 March 2024, the breakdown of this heading is as follows: Description Thousand euro 2025 2024 Financial income Financial income from ownership interests in other companies 19,046 — Financial income from other financial instruments 1,691 493 Financial income from related companies (Note 18) 302 — Total 21,039 493 Financial expenses Interest on bank borrowings (Note 12) (25,896) (20,825) Interest on payables to related companies (Note 18) (2,698) (845) Total (28,594) (21,670) NET FINANCIAL INCOME/(EXPENSE) (7,555) (21,177) Financial income from ownership interests in other companies relates to the dividends received from the parent company’s interest in Lar España Real Estate Socimi, S.A. (Note 7). At 31 March 2025, this amounted to €19,046 thousand (€0 thousand at 31 March 2024). Interest on debts with Group companies relates to the short-term loans received from and granted to the Company’s principal shareholder, Vukile Property Fund Limited, entailing expense of €2,698 thousand and income of €302 thousand in 2025 (€845 thousand in 2024). 16. PROVISIONS AND CONTINGENCIES At 31 March 2025, the Group had three third -party technical bank guarantees in place in the amount of €132 thousand (€107 thousand at 31 March 2024), the maturity of which is linked to construction work completions. 17. PARENT COMPANY DIRECTORS' REMUNERATION, SHAREHOLDINGS AND BALANCES Shareholdings, positions and activities of the members of the Board of Directors Article 229 of the Spanish Companies Act, which was approved by Royal Legislative Decree 1 of 2 July 2010, requires directors to notify the Board of Directors (or, in the absence of such a body, the other Directors or the General Shareholders' Meeting) of any direct or indirect conflict of interest they may have with the Company.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 53 Likewise, directors must disclose any direct or indirect shareholdings they or persons related to them may hold in any company engaging in activities which are identical, analogous or complementary to those comprising the Company's corporate purpose. They must also disclose the positions they hold or duties they perform at such companies. The directors have not notified any conflicts of interest with respect to the Castellana Group. Parent company directors' remuneration During 2025, remuneration accrued to the directors totalled € 1,756 thousand (€1,629 thousand at 31 March 2024), of which executive directors received a total of € 1,252 thousand (€1,177 thousand at 31 March 2024). During financial year 2025, the parent company paid €34 thousand in directors’ liability insurance premiums (€54 thousand at 31 March 2024) covering the members of its Board of Directors while they hold office. The non -executive members of the parent company's Board of Directors received no shares or stock options during the financial years ended 31 March 2025 and 31 March 2024, exercised no options and have no options to be exercised. The Group has not granted any loans to the Board of Directors and does not have pension funds or any other similar obligations to the benefit of its directors. There is a long -term incentives plan for the Company's executive team (Note 3.12). The first calculation period comprised the period from 1 April 2019 to 31 March 2022. The second calculation period comprises the period from 1 April 2022 to 31 March 2025. At 31 March 2025, the Company has estimated a cost of €3,899 thousand for this item (€2,600 thousand at 31 March 2024), which is recognised in the item “Other non-current financial liabilities”. It is estimated that 39% may be allocated to the executive directors and 25% to the rest of the executive team. 18. TRANSACTIONS AND BALANCES WITH GROUP COMPANIES AND RELATED PARTIES As of 31 March 2025 and 31 March 2024, the breakdown of related-party transactions is as follows: Description Thousand euro 2025 2024 Income Financial income 302 — Reinvoicing of costs 371 603 673 603 Expenses Interest (Note 15) (2,698) (845) (2,698) (845)
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 54 As of 31 March 2025 and 31 March 2024, the breakdown of balances with Group companies and related parties is as follows: Description Thousand euro 31/03/2025 31/03/2024 Receivables (Note 8) Alegro Sintra 105 — 105 — Payables (Note 12) Vukile Property Fund Limited 81,648 37,413 81,648 37,413 At 31 March 2025 and 2024, this balance sheet heading consisted entirely of the loans received from the Company’s parent company Vukile Property Fund Limited. On 15 November 2023 and 14 March 2024, the Company arranged two loans with its principal shareholder for €17,000 thousand and €20,000 thousand, maturing on 16 November 2024 and 15 March 2025, respectively. The first loan initially accrued interest of 6%, b ut the interest rate was changed to 5.75% on 15 March 2024. The second loan was arranged with an interest rate of 5.75%. On 4 June 2024, the Company arranged a new loan with its principal shareholder for €60,000 thousand. The loan bore an interest rate of 5.75%. On 17 July 2024, the General Shareholders’ Meeting approved a loan capitalisation for three loans in the amount of €97,000 thousand (Note 11). The capital increase to capitalise loans comprised capital of €14,265 thousand and a share premium of €82,735 tho usand. Prior to capitalisation, the loans accrued interest of €1,035 thousand during the year ended 31 March 2025, which was paid in full (€435 thousand in interest accrued during the financial year ended 31 March 2024). On 20 September 2024, the Company arranged two loans with its principal shareholder for €21,682 thousand and €86,730 thousand, maturing on 24 January 2025 and 25 November 2024, respectively. The first loan initially accrued interest of 7.75% and the second loan was arranged with an interest rate of 5.50%. On 17 December 2024, the General Shareholders’ Meeting approved a loan capitalisation in the amount of €86,730 thousand (Note 11). The capital increase to capitalise loans comprised capital of €12,267 thousand and a share premium of €74,463 thousand. Prior to capitalisation, during the year ended 31 March 2025 interest of €1,020 thousand accrued on the loan and was paid in full. On 2 January 2025, the General Shareholders' Meeting approved the repayment of the loan in the amount of €21,682 thousand. Prior to its repayment, interest of €434 thousand accrued on the loan and was paid in full. On 6 March 2025 and 7 March 2025, the Company arranged two new loans with its principal shareholder for €40,450 thousand and €41,000 thousand, maturing on 11 March 2026 and 12 March 2026, respectively. Both loans bore an annual interest rate of 4.5%. At 31 March 2025, these loans accrued interest of €102 thousand and €106 thousand respectively.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 55 19. INFORMATION REQUIREMENTS RESULTING FROM SOCIMI STATUS, LAW 11/2009, AS AMENDED BY LAW 16/2012 AND LAW 11/2021 a) Reserves from financial years prior to the application of the tax rules set out in this Law. Not applicable. b) Reserves from financial years in which the tax scheme set out in this law was applied, distinguishing the portion arising from income subject to 0%, 15% or 19% tax from any income subject to tax at the general rate. The reserves recognised derive from income subject to 0% tax. c) Dividends distributed against profits each year in which the tax rules contained in this Law were applied, distinguishing the portion arising from income subject to 0% or 19% tax from the portion relating to income subject to tax at the general rate. All of the dividends distributed derive entirely from income subject to 0% tax. d) In the case of a distribution charged to reserves, stating the year in which the reserve applied originated and whether it were taxed at 0%, 19% or the general rate. No dividends were distributed against reserves, only against the share premium account (Note 11). e) Date of the agreement for the distribution of dividends referred to in c) and d) above. • Dividend of €134 thousand for the 2016 financial year, approved by the General Shareholders' Meeting on 29 June 2017. • Dividend of €1,202 thousand for the three-month period ended 31 March 2018, approved by the General Shareholders' Meeting on 13 July 2018. • Interim dividend of €10,948 thousand for the financial year ended 31 March 2019, approved by the Board of Directors on 21 May 2018. • Interim dividend of €6,967 thousand for the financial year ended 31 March 2019, approved by the Board of Directors on 15 November 2018. • Dividend charged to the share premium account in the amount of €733 thousand, approved by the Board of Directors on 15 November 2018. • Interim dividend of €8,150 thousand for the financial year ended 31 March 2019, approved by the Board of Directors on 14 May 2019. • Interim dividend of €17,025 thousand for the financial year ended 31 March 2020, approved by the Board of Directors on 13 November 2019. • Distribution charged to the share premium account in the amount of €2,107 thousand, approved by the Board of Directors on 13 November 2019. • Interim dividend of €3,899 thousand for the financial year ended 31 March 2020, approved by the Board of Directors on 13 June 2020. • Dividend charged to the share premium account in the amount of €17,420 thousand, approved by the Board of Directors on 13 June 2020.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 56 • Interim dividend of €53 thousand for the financial year ended 31 March 2020, approved at the General Shareholders' Meeting on 15 September 2020. • Dividend charged to the share premium account in the amount of €6,196 thousand, approved by the Board of Directors on 11 November 2020. • Interim dividend of €6,000 thousand for the financial year ended 31 March 2022, approved by the Board of Directors on 16 November 2021. • Interim dividend of €17,000 thousand for the financial year ended 31 March 2022, approved by the Board of Directors on 25 May 2022. • Interim dividend of €7,000 thousand for the financial year ended 31 March 2023, approved by the Board of Directors on 15 November 2022. • Dividend charged to the share premium account in the amount of €4,300 thousand, approved by the Board of Directors on 15 November 2022. • Interim dividend of €6,930 thousand for the financial year ended 31 March 2023, approved by the Board of Directors on 24 May 2023. • Dividend charged to the share premium account in the amount of €17,096 thousand, approved by the Board of Directors on 24 May 2023. • Interim dividend of €5,000 thousand for the financial year ended 31 March 2024, approved by the Board of Directors on 14 November 2023. • Dividend charged to the share premium account in the amount of €2,000 thousand, approved by the Board of Directors on 14 November 2023. • Interim dividend of €2,631 thousand for the financial year ended 31 March 2024, approved by the Board of Directors on 21 May 2024. • Dividend charged to the share premium account in the amount of €18,778 thousand, approved by the Board of Directors on 21 May 2024. • Interim dividend of €10,000 thousand for the financial year ended 31 March 2025, approved by the Board of Directors on 13 November 2024. • Interim dividend of €41,770 thousand for the financial year ended 31 March 2025, approved by the Board of Directors on 12 March 2025. f) Date of acquisition of properties intended for rent and interests in the share capital of companies referred to in Article 2.1 of this Law. The parent company owns the following rental properties: Property Location Date acquired Puerta Europa Shopping Centre A7, km 106, in Algeciras, Cádiz 31 July 2019
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 57 At 31 March 2024, the Group had held an interest in the company Lar Real Estate SOCIMI, S.A. The Group sold this interest during the current financial year (Note 7). The parent company has holdings in the share capital of companies, referred to in Article 2.1 of the Spanish SOCIMI Law: Company Registered address Corporate purpose Shareholding % Date control was acquired Junction Parque Castellón S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Principado, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Castellana Parque Alcorcón, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Huelva, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Motril, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Granada, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Castellana Bonaire, S.L.U. (formerly Junction Parque Cáceres, S.L.U.) (*) Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Mérida, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Castellana Parque Villanueva, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 30 June 2017 Junction Parque Alameda, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 5 December 2017 Junction Parque Habaneras, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 9 May 2018 Morzal Property Iberia, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Shopping Centre Leasing 100% 27 November 2018 Castellana Innovación, S.L.U. Glorieta Rubén Darío, no. 3 (Madrid) Project development 100% 22 July 2021 (*) On 2 December 2024, the Company changed its business name from Junction Parque Cáceres, S.L.U. to Castellana Bonaire, S.L.U.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 58 g) Identification of assets taken into account when calculating the 80% referred to in Article 3.1 of the Law. The assets taken into account when calculating the 80% referred to in Article 3.1 of the Socimi Law are the ones listed in the previous point. h) Reserves from years in which the tax scheme provided by the Law was applicable and which have been made use of (not for distribution or offsetting losses) during the tax period, stating the year from which the reserves originate. • Voluntary reserves amounting to €886 thousand recognised during the financial year ended 31 March 2022 and not distributed or used to offset losses. 20. AUDIT FEES Fees accrued to PricewaterhouseCoopers Auditores, S.L. and its network firms during the financial years ended 31 March 2025 and 2024 are as follows: Thousand euro 2025 2024 Audit services 393 162 Other audit services (*) 58 35 Other assurance services provided by the auditor as required by other legislation — — Other assurance services provided by the auditor and not required by other legislation 58 35 Other services provided by other firms of the auditor’s network — — 451 197 (*) There are no tax services The amount recorded under “statutory audit services” is broken down into €274 thousand in fees accrued by PricewaterhouseCoopers Auditores, S.L. in Spain (2024: €162 thousand) and €119 thousand by the PricewaterhouseCoopers Auditores, S.L. network in Portugal (2024: €0 thousand). As for “Other assurance services provided by the auditor not required by other legal regulations,” both in 2025 and 2024 these services were provided in Spain. 21. EVENTS AFTER THE REPORTING PERIOD On 30 April 2025, the Group acquired the shopping centre known as Forum Madeira, located in Funchal, Portugal, through its Portuguese subsidiary Caminho Propício, S.A. Accordingly, Caminho will acquire the entire issued share capital of the company owning the assets and of the asset operating company: DB Real Estate Investment Madeira – Sociedade Imobiliária, S.A. and DB Real Estate Investment Madeira – Sociedade Imobiliária, Unipessoal Lda. (jointly, the “Companies”). The asset’s selling price is €63,321 thousand. The acquisition price will be paid entirely in cash by Caminho. All the share capital issued by the Companies will be acquired by Caminho, a company owned 70% by Castellana Properties and 30% by Rand Merchant Bank (RMB).
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025 (Thousand euro) 59 On 5 June 2025, the Company's Board of Directors approved a distribution to shareholders of €53,705 thousand, or €0.4206 per share, charged to profits for the financial year ended 31 March 2025. The following table details the forecast cash flow statement prepared by the Board of Directors: Description Thousand euro Profit/(loss) 117,194 Legal reserve (11,719) Interim dividend previously paid out 51,770 Dividend charged to profits (Note 12) 53,705 Distribution charged to the share premium account — Total distribution to shareholders 53,705 Available cash 60,664
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2024 1 1. ORGANISATIONAL STRUCTURE AND FUNCTIONING Castellana Properties Socimi, S.A. (Castellana Properties) was incorporated in Spain on 19 May 2015 under the Spanish Companies Act. Originally called Vinemont Investment, S.A., its name was changed to the current one on 30 May 2016. On 15 September 2016 the Company informed the tax authorities that it wished to avail itself of the rules governing Spanish Real Estate Investment Trusts (SOCIMIs). On 25 July 2018, Castellana Properties listed 100% of its shares on the BME Growth. On 31 March 2024, share capital stood at €127,684 thousand (€101,152 thousand at 31 March 2024), consisting of 101,151,999 shares with a par value of €1 each, all in the same class, fully subscribed and paid up. As at 31 March 2025 and 2024, the shareholder with more than a 3% shareholding in the Company is Vukile Property Fund Limited. Castellana Properties focuses its business strategy on investment in high-quality rental assets with strong growth potential. In just seven years, the market value of this investment has risen from €308 ,050 thousand at 31 March 2018 to €1,568,227 thousand at 31 March 2025. Castellana Properties' Board of Directors conducts its business in accordance with the rules of good corporate governance set out primarily in the Company’s Articles of Association, the General Shareholders' Meeting Regulations and the Board of Directors’ Regulations. The Board of Directors is the body that is responsible for overseeing and controlling the Company’s business, with jurisdiction over matters such as the adoption of the Group’s general policies and strategies, corporate governance and corporate social resp onsibility, and risk management and monitoring. It is at all times responsible for compliance with the requirements necessary to maintain the Group’s status as a SOCIMI. The Board of Directors has two committees, an Audit and Control Committee and an Appointments and Remuneration Committee, whose essential purpose is to provide the Board of Directors with support in the performance of its duties relating to the supervision and control of the Group’s day-to-day business. 2. BUSINESS PERFORMANCE AND PROFIT/(LOSS) Since its first acquisition in 2016, the Group has completed several transactions for the acquisition of real estate assets which have led to retained earnings that, on 31 March 2025, stood at €154,132 million on a consolidated basis. “Revenue” from letting the acquired properties reached €102,009 thousand at 31 March 2025 (€89,378 thousand at 31 March 2024). During the financial year ended 31 March 2025, operating profit/(loss) excluding the value of investment property stood at €61, 781 thousand as compared to €55,122 thousand for the financial year ended 31 March 2024.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 2 The market value of the Group’s assets at 31 March 2025 stood at €1,568,227 thousand, equating to a 13.4% increase on the purchase price (including acquisition costs) and a year on year increase of 54.03%. If we take into account the market value of Sintra, the market value of the Group’s assets as of 31 March 2025 would amount to €1,660,427 thousand, equating to a 13.25% increase on the purchase price (including acquisition costs) and a year on year increase 63.09%. 3. EPRA INFORMATION The Company has been a member of the EPRA Association since 2019. The ratios defined in EPRA’s recommended best practices are as follows: EPRA indicators 31/03/2025 31/03/2024 EPRA earnings 55,057 33,945 EPRA earnings per share 0.48 0.34 Adjusted EPRA earnings 56,443 50,311 Adjusted EPRA earnings per share 0.49 0.50 EPRA NRV 951,590 716,525 EPRA NRV per share 7.46 7.09 EPRA NTA 903,844 687,038 EPRA NTA per share 7.08 6.80 EPRA NDV 890,225 680,933 EPRA NDV per share 6.97 6.74 EPRA Net Initial Yield (NIY) 6.89% 6.58% EPRA "Topped-up" NIY 7.29% 6.94% EPRA Vacancy Ratio 2.07% 2.16% EPRA Cost Ratio (Including vacancy cost) 24.43% 22.67% EPRA Cost Ratio (Excluding vacancy cost) 23.44% 21.42% EPRA Cost Ratio adjusted by the Company (including vacancy cost) 22.62% 21.23% EPRA Cost Ratio adjusted by the Company (excluding vacancy cost) 21.63% 19.98% EPRA LTV 41.52% 42.65% EPRA LTV incl. real estate asset transfer tax (ITAI) 40.37% 41.63% EPRA Capex 607,359 26,115 EPRA crecimiento Like for Like de rentas 4.13% 9.42%
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 3 3.1 EPRA earnings and EPRA earnings per share 31/03/2025 31/03/2024 Earnings per IFRS (1) 90,772 22,435 Adjustments to calculate EPRA, exclude: (i) Changes in value of investment property (27,791) 11,510 (ii) Profits or losses on disposal of investment properties (2) 261 - (xi) Adjustments (i) to (x) above in respect of joint ventures (unless already included under proportional consolidation) (3) (8,185) - EPRA earnings 55,057 33,945 Average number of shares (excluding treasury shares) 114,639,164 101,097,690 EPRA earnings per share 0.48 0.34 Company-specific adjustments 1,386 16,366 Adjusted EPRA earnings 56,443 50,311 Average number of shares (excluding treasury shares) 114,639,164 101,097,690 Adjusted EPRA earnings per share 0.49 0.50 (1) Earnings per IFRS excluding the share attributable to non-controlling interests (2) Mejostilla retail park sale (3) Change in fair value Alegro Sintra Acquisitions completed during the reporting period are treated as asset acquisitions in accordance with IFRS 40. The specific adjustment in fiscal year 2025 relates to the LAR dividend of €1,386 thousand for its financial year ended 31 December 2025.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 4 3.2 EPRA NRV, EPRA NTA and EPRA NDV 31/03/2025 Net Reinstatement Value (NRV) Net Tangible Assets (NTA) Net Disposal Assets (NDV) Equity attributable to shareholders 904,077 904,077 904,077 Include/Exclude: (i) Hybrid instruments - - - Diluted NAV 904,077 904,077 904,077 Include: ii.a) Restatement of investment property (when recognised using the cost method of accounting) - - - ii.b) Restatement of investment property being refurbished (when recognised using the cost method) - - - ii.c) Restatement of other non-recurring investments - - - iii) Restatement of leases when recognised as finance leases - - - iv) Restatement of available-for-sale assets - - - Diluted NAV at market value 904,077 904,077 904,077 Exclude: v) Deferred taxes related to the restatement of real estate assets - - (vi) Fair value of financial instruments - - (vii) Goodwill resulting from deferred taxes - - - (vii.a) Goodwill carried in the balance sheet - - (vii.b) Intangibles carried in the balance sheet (233) Include: viii) Market value of fixed-interest debt (13,852) ix) Restatement of intangibles to market value x) Transfer tax 47,513 - EPRA NAV 951,590 903,844 890,225 Fully diluted number of shares 127,633,920 127,633,920 127,633,920 EPRA NAV per share (in euros) 7.46 7.08 6.97
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 5 31/03/2024 Net Reinstatement Value (NRV) Net Tangible Assets (NTA) Net Disposal Assets (NDV) Equity attributable to shareholders 687,241 687,241 687,241 Include/Exclude: (i) Hybrid instruments - - - Diluted NAV 687,241 687,241 687,241 Include: ii.a) Restatement of investment property (when recognised using the cost method of accounting) - - - ii.b) Restatement of investment property being refurbished (when recognised using the cost method) - - - ii.c) Restatement of other non-recurring investments - - - iii) Restatement of leases when recognised as finance leases - - - iv) Restatement of available-for-sale assets - - - Diluted NAV at market value 687,241 687,241 687,241 Exclude: v) Deferred taxes related to the restatement of real estate assets - - (vi) Fair value of financial instruments - - (vii) Goodwill resulting from deferred taxes - - - (vii.a) Goodwill carried in the balance sheet - - (vii.b) Intangibles carried in the balance sheet (203) Include: viii) Market value of fixed-interest debt (6,308) ix) Restatement of intangibles to market value x) Transfer tax 29,284 - EPRA NAV 716,525 687,038 680,933 Fully diluted number of shares 101,098,289 101,098,289 101,098,289 EPRA NAV per share (in euros) 7.09 6.80 6.74 EPRA NTA value per share at 31 March 2025 is € 7.08 per share. The increase compared to the previous year is mainly due to the profit for the year amounting to €90,772 thousand, a capital increase including share premium of €183,730 thousand, and the growth in the valuation of LAR’s investments by €24,091 thousand. This increase was partially offset by an interim dividend of €54,401 thousand and a dividend distributed from the share premium of €18,778 thousand.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 6 3.3 EPRA NIY and EPRA "Topped-up" NIY 31/03/2025 31/03/2024 Investment property 1,568,227 1,026,880 Investment property – share of JVs/Funds 92,200 - Fewer projects under construction (66,137) (39,740) Investment property completed 1,594,290 987,140 Estimated real estate asset transaction costs 45,753 28,269 Total property portfolio value (B) 1,640,043 1,015,409 Annual return on real estate investments 119,583 70,456 Operating costs associated with non-recoverable assets (6,598) (3,600) Annualised net rent (A) 112,985 66,856 Temporary rent concessions or rent-free periods 6,574 3,620 Maximum net return on real estate investments © 119,558 70,476 EPRA NIY (A/B) 6.89% 6.58% EPRA “topped-up” NIY (C/B) 7.29% 6.94% The calculation of EPRA NIY includes only investment properties held to generate rental income. Accordingly, the stake in the joint venture Castellana Green, S.L. —a company whose business activity is the production and commercialization of renewable energy— has been excluded. 3.4 EPRA Vacancy rate 31/03/2025 31/03/2024 ERV of available spaces 2,318 1,473 Total ERV 112,087 68,043 EPRA Vacancy Rate (*) 2.07% 2.16% (*) We have not taken into consideration the ERV of warehouses, or the areas of the projects under construction. The EPRA Vacancy ratio calculation reflects the percentage of market rent for vacant operational floor space in relation to the total market rental value of the entire operational portfolio. The vacancy rate stood at 2.07% on 31/03/2025. It has decreased compared to the previous year, primarily due to the units on the first floor of Vallsur, which have completed their reconfiguration. This decrease was partially offset by an increase in vacant units at Granaita Retail Park and Los Arcos.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 7 3.5 EPRA Cost Ratio EPRA cost ratio 31/03/2025 31/03/2024 Administrative and corporate costs 12,529 10,375 Non-recoverable operating costs 7,594 5,705 Share of Joint Ventures expenses 443 - EPRA Costs (including direct vacancy costs) 20,566 16,080 Vacancy cost (835) (889) EPRA Costs (excluding direct vacancy costs) 19,731 15,191 Gross Rental Income less ground rents- per IFRS 82,272 70,922 Add: share of Joint Ventures (Gross Rental Income) 1,905 - Gross rental income 84,177 70,922 EPRA Cost Ratio (including direct vacancy costs) 24.43% 22.67% EPRA Cost Ratio (excluding direct vacancy costs) 23.44% 21.42% Recurring EPRA cost ratio 31/03/2025 31/03/2024 Administrative and corporate costs recurring 11,003 9,352 Non-recoverable operating costs 7,594 5,705 Share of Joint Ventures expenses 443 - EPRA Costs (including direct vacancy costs) 19,040 15,057 Vacancy cost (835) (889) EPRA Costs (excluding direct vacancy costs) 18,205 14,168 Gross Rental Income less ground rents- per IFRS 82,272 70,922 Add: share of Joint Ventures (Gross Rental Income) 1,905 - Gross rental income 84,177 70,922 EPRA Cost Ratio (including direct vacancy costs) 22.62% 21.23% EPRA Cost Ratio (excluding direct vacancy costs) 21.63% 19.98%
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 8 Administrative and corporate costs Staff costs and structural costs not attributable to the assets have been included. The Company has capitalised the amount of €1,392 thousand, mainly comprising capitalizable costs incurred in projects under development. Recurring administrative and corporate costs This heading excludes non-recurring expenses. Non-recoverable operating costs Operating expenses that cannot be passed on to the recurring tenants and bad debt provisions have been included. Vacancy cost It relates to the cost directly attributable to vacant retail units in the portfolio. Gross rental income Recurring rental income and temporary rent concessions given to tenants have been included. EPRA Cost Ratio variation Corporate and operating expenses increased by a total of €4,486 thousand during the current fiscal year. This rise was primarily due to higher wages and salaries as the workforce grew, to the increase in corporate professional fees, and operating expenses that cannot be passed on to tenants mainly attributable to the new assets acquired. However, the increase experienced in the EPRA Cost Ratio as of 31 March 2025 was partially offset by a growth in gross income of €13,255 thousand, representing a 19% increase compared to the previous year.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 9 3.6 EPRA loan to value 31/03/2025 Proportionate Consolidation 31/03/2024 Group IFRS as reported (*) Share of JV (**) Non- controllin g Interest (***) Combined Group IFRS as reported Includes: Bank borrowings 604,592 26,602 32,905 664,099 494,505 Foreign currency derivatives (futures, swaps,options and forwards) - 138 59 197 - Net payables 26,958 445 1,362 28,765 14,659 Liabilities with Group companies 81,648 - - 81,648 37,413 Excludes: Cash and cash equivalents (64,671) (3,458) (16,747) (84,876) (34,500) Net debt (a) 648,527 23,727 17,579 689,833 512,077 Includes: Investment property at market value 1,443,896 65,083 85,854 1,594,833 987,140 Properties under development 66,137 - - 66,137 39,740 Intangible assets 233 - - 233 203 Net receivables - 82 - 82 - Financial assets - - - - 173,684 Total value of assets (b) 1,510,266 65,165 85,854 1,661,285 1,200,767 Real estate asset transfer tax (ITAI) 42,929 1,967 2,617 47,513 29,284 Total value of assets incl. real estate asset transfer tax (ITAI) (c) 1,553,195 67,132 88,471 1,708,798 1,230,051 EPRA LTV (a/b) 42.94% 41.52% 42.65% EPRA LTV incl. real estate asset transfer tax (ITAI) (a/c) 41.75% 40.37% 41.63%
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 10 31/03/2025 Alegro Sintra Castellana Green Share of JV (**) Include: Borrowings from financial institutions 26,602 - 26,602 Foreign currency derivatives (futures, swaps,options and forwards) 138 - 138 Net payables 445 - 445 Exclude: Cash and cash equivalents (3,433) (25) (3,458) NET DEBT (a) 23,752 (25) 23,727 Include: Investment properties at fair value 64,540 543 65,083 Net receivables - 82 82 TOTAL PROPERTY VALUE (b) 64,540 625 65,165 Real estate transfer taxes 1,967 - 1,967 TOTAL PROPERTY VALUE including transfer taxes (c) 66,507 625 67,132 31/03/2025 Caminho Propicio Alegro Sintra Non- controlling Interest RMB (***) Include: Borrowings from financial institutions 21,505 11,401 32,906 Foreign currency derivatives (futures, swaps,options and forwards) - 59 59 Net payables 1,171 191 1,362 Exclude: Cash and cash equivalents (15,275) (1,471) (16,746) NET DEBT (a) 7,401 10,180 17,581 Include: Investment properties at fair value 58,194 27,660 85,854 TOTAL PROPERTY VALUE (b) 58,194 27,660 85,854 Real estate transfer taxes 1,774 843 2,617 TOTAL PROPERTY VALUE including transfer taxes (c) 59,968 28,503 88,471 (*) Percentage proportional to the Group’s ownership: 100% in Spanish portfolio and 70% in Portuguese portfolio. (**) Percentage proportional to the ownership interest in joint ventures: 35% in Alegro Sintra and 50% in Castellana Green. (***) RMB’s ownership percentage: 30% in Portuguese portfolio and 15% in Alegro Sintra.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 11 Bank borrowings This line reflects the Company's bank borrowings, including accrued unmatured interest . Financial liabilities with credit institutions, based on the Group’s proportionate share, amount to €554,415 thousand in Castellana portfolio and €50,177 thousand corresponding to 70% of the financial liabilities with credit institutions in Caminho Propicio. Net payables This includes € 28,765 thousand reflecting the net amount of payables (trade payables, other financial liabilities, other amounts payable to public administrations) and receivables (trade receivables, other financial assets and other amounts receivable from public administrations). Liabilities with Group companies This relates to the two loans that the Company has with its majority shareholder Vukile Property Fund Limited. Cash and cash equivalents This heading relates to the Company’s unrestricted cash resources. The EPRA LTV as of 31 March 2025 decreased slightly compared to the previous year, mainly due to the following factors: • A significant increase in the market value of the existing asset portfolio by €36,35 5 thousand (3,6%) • The funds obtained from the sale of the stake in Lar España were used to finance the acquisition of new assets, which resulted in a reduction in external financing requirements. • Repayment of €50,000 thousand of the loan corresponding to Project West (Morzal Company). Lastly, this improvement—resulting from the addition of new assets with a lower LTV than the previous portfolio—was partially offset by an increase in the shareholder loan from the majority shareholder in the amount of €44,235 thousand, bringing the total to €81,648 thousand as of March 31, 2025. 3.7 EPRA Capital expenditure breakdown The Capex invested in 2025 and 2024 by property type and concept is as follows:
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 12 31/03/2025 31/03/2024 Grupo (12xcl.. Joint ventures) Joint ventures (proportionate share) Total Group Total Group Acquisitions (*) 495,889 84,559 580,448 9,409 Projects under construction 15,319 - 15,319 7,230 Asset investment 11,187 405 11,592 9,476 Increase in lettable area - - - - No increase in lettable area 6,712 405 7,117 5,828 Tenant incentives 4,475 - 4,475 3,648 Other capitalised expenses - - - - Capitalised financial expenses - - - - Total Capex 522,395 84,964 607,359 26,115 Conversion of provision into cash - - - - Total cash outflow due to Capex 522,395 84,964 607,359 26,115 (*) Including acquistion costs. The assets are located in Spain and Portugal. Acquisitions On 13 March 2025, the Company concluded an agreement with the Group companies Unibail -Rodamco- Westfield SE to acquire the Bonaire (Valencia) shopping centre for €305,000 thousand plus transaction costs of €9,066 thousand, entailing a total cost of €314,066 thousand. The acquisition was funded by bank borrowings of €126,000 thousand and by a part of the proceeds from the sale of the Lar España shareholding. The total amount of the transaction was classed as an asset acquisition, as the properties were unmanaged and unable to generate value unless they are managed by the purchaser, so they did not meet the definition of a business. On 1 October 2024, the Company, through its Portuguese subsidiary (Caminho Propício, Sic Imobiliária Fechada S.A.), acquired 100% of the shares in the companies Loureshopping – Centro Comercial, S.A., 8ª Avenida – Centro Comercial, S.A. and Rio Sul -Centro Comercial, S.A., the owners of the LoureShopping , 8.ª Avenida and Rio Sul shopping centres, respectively, in Portugal. The transaction in which the shares in the companies owning the properties were acquired was completed for a total amount of €85,574 thousand. This amount was classed as an asset acquisition, as the properties were unmanaged and unable to generate value unless they are managed by the purchaser, so they did not meet the definition of a business. The purchase price of those assets amounted to €176,242 thousand, including transaction costs. On 29 November 2024, a plot of land adjacent to the Bahia Sur shopping centre was acquired for €5,400 thousand, plus transaction costs of €180 thousand.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 13 On 19 December 2024, the Company, through its Portuguese subsidiary (Caminho Propício Sic Imobiliária Fechada, S.A.), acquired a 50% stake in the company Alegro Sintra – Sociedade Imobiliária, S.A., the owner of the Alegro Sintra shopping centre in Portugal, for € 47,108 thousand (excluding the Pingo Doce supermarket). T he GAV of this acquisition amounts to €84,016 thousand . This acquisition entailed partnering in a joint venture with Tiekenveen Holding, B.V., the owner of the other 50%. The transaction was funded internally by the Group. As of 31 March 2025, the investment in the joint venture Castellana Green for the acquisition of photovoltaic panels amounted to €543 thousand. Projects under construction In the 2025 financial year, the construction costs relating to the office building next to Los Arcos shopping centre, the renovation of the first floor at Vallsur, the last recently acquired property at El Faro and the plots of land next to El Faro Shopping Centre have been included. Investment in assets – Increase in lettable area We did not make any CapEx investments entailing an increase of at least 10% in lettable retail floor space in each asset. Investment in assets – No increase in lettable area This relates to the Capex investment made in our assets through renovation work. These investments have not amounted to an increase of more than 10% of the lettable area at any of the assets. Tenant incentives It refers to the Capex investment to fit out retail units, including contributions made to tenants. 3.8 EPRA Like-for-like rental growth Group (13xcl.. Joint ventures) Joint ventures (proportionate share) Total Group Net rental income 31/03/2024 67,637 - 67,637 GRI Like-for-like 2,519 - 2,519 Non-recoverable property outgoings Like-for-like 16 - 16 Other income Like-for-like 260 - 260 Net rental income Like-for-like 31/03/2025 70,432 - 70,432 GRI Acquisitions 10,282 1,905 12,187 Non-recoverable property outgoings Acquisitions (1,999) (236) (2,235) Other income 19 (14) 5 Net rental income 31/03/2025 78,734 1,655 80,389
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 14 Grupo (excl. joint ventures) Joint ventures (participación proporcional) Total Grupo Value 31/03/2024 1,026,880 - 1,026,880 Asset Disposal FY25 (8,839) - (8,839) Investment Capex Asset disposal Life-for-like 80 - 80 Value Life-for-like 31/03/2024 1,018,121 - 1,018,121 Value growth Life-for-like 9,929 - 9,929 Asset Disposal 26,426 - 26,426 Value Life-for-like 31/03/2025 1,054,476 - 1,054,475 Acquisitions Capex 495,889 84,559 580,448 Investment Capex - 405 405 Projects under development completed and included into operations - - - Value growth 17,862 7,779 25,641 Value 31/03/2025 1,568,227 92,743 1,660,970 The assets are located in Spain and Portugal. Disposals during the financial year relate to the sale of the “Retail Park Mejostilla” property on 28 May 2024 for €8,839 thousand net of transaction costs. EPRA Like-for-like rental growth over net revenue and over value stand at 4.13% and 3.57%, respectively. 4. PERFORMANCE OF THE COMPANY’S SHARES The parent company has listed its shares on the BME Growth since 25 July 2018. The shares were listed at €6.00 per share, closing at €6.85 per share on 31 March 2025 (€6.60 per share on 31 March 2024). 5. TREASURY SHARES Movements in 2025 and 2024 were as follows: 2025 2024 Description Number of treasury shares Thousand euro Number of treasury shares Thousand euro Opening balance 53,710 333 55,315 343 Additions/purchases 3,340 23 77 1 Decreases (6,940) (43) (1,682) (11) Closing balance 50,110 313 53,710 333
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 15 On 15 September 2020, the Company’s General Shareholders’ Meeting resolved to authorise the derivative acquisition of shares in Castellana Properties Socimi, S.A. by the Company itself, for a five -year period, in accordance with Articles 146 and concordant articles of the Spanish Companies Act, observing the requirements and limits laid down in prevailing legislation from time to time, all in the following terms: (i) The shares may be acquired directly by the Compa ny or indirectly through Group companies, one or more times, by means of a purchase, swap or any other valid legal business. They may also be acquired through an intermediary that purchases the shares on behalf of the Company under a liquidity agreement between the Company and the intermediary; (ii) The par value of the shares to be acquired, added to the value of those already held, directly or indirectly, may not exceed the legally permitted maximum percentage at a given time; and (iii) The acquisition pr ice per share may not exceed the quoted price on the acquisition date. On 10 July 2018, Castellana Properties entered into a liquidity agreement with Renta 4 Banco, S.A. with the aim of increasing liquidity and favouring the stability of the parent company's stock price. This agreement came into effect on 25 July 2018 and has an open-ended term. The parent company's treasury shares held at 31 March 2025 represented 0.04% of the Company’s share capital (0.05% at 31 March 2024) and totalled 50,110 shares (53,710 at 31 March 2024). The average cost of the Company’s treasury shares at 31 March 2025 was € 6.24 per share (€6.21 per share at 31 March 2024). These shares are recognised as a reduction of €313 thousand in the value of the Company's shareholders' funds at 31 March 2025 (€333 thousand at 31 March 2024). The parent company has complied with the requirements of Article 509 of the Spanish Companies Act, which stipulates that the par value of acquired shares listed on official secondary markets, together with those already held by the parent company and its subsidiaries, must not exceed 10% of share capital. The subsidiaries do not hold either treasury shares or parent company shares. 6. DIVIDEND POLICY SOCIMIs are governed by the special tax rules laid down in Law 11 of 26 October 2009, as amended by Law 16 of 27 December 2012 on SOCIMIs (Spanish Real Estate Investment Trusts). Law 11 of 9 July 2021 on measures to prevent and combat tax fraud requires SOCIMIs to pay 15% tax on retained earnings as from financial years beginning on or after 1 January 2021, unless they have already been taxed at the general rate or the income is in the reinvestment period explained in letter “b” below. They are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after complying with the relevant legal obligations. Distribution must be approved within the six months following the year end, in the following way: a) 100% of the profits resulting from dividends or shares of profits received from the companies referred to in Article 2.1 of this Law. b) At least 50% of the profits earned from the transfer of the property, shares or ownership interests referred to in Article 2.1. of the Law, where this occurs after the deadlines referred to in Article 3.3 of the Law have expired, when the property, shar es or interests are used to pursue the Company’s primary corporate purpose. The remainder of these profits must be reinvested in other property or investments related to the pursuit of this corporate purpose within three years of the transfer date. Otherwise, the profits must be distributed in full together with any profits, where applicable, in the year in which the reinvestment period expires. If the items in which the reinvestment has been made are
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 16 transferred prior to the end of the holding period, profits must be distributed in full, together, where applicable, with the part of the profits attributable to the years in which the Company was not subject to the special tax scheme provided for in the aforementioned Law. c) At least 80% of the remaining profits obtained. The dividend must be paid within one month of the distribution resolution. When dividends are charged to reserves originating from profits for a year in which the special tax rules were applied, the distribution must necessarily be approved by means of the resolution referred to above. The Company is required to allocate 10% of its profits for the year to the legal reserve until the balance held in this reserve amounts to 20% of its share capital. The balance of this reserve is not available for distribution to the shareholders until it exceeds the 20% limit. The Articles of Association of these companies may not establish any restricted reserve other than the foregoing. Distribution of profit/(loss) The proposed distribution of the parent company's results at 31 March 2025 to be submitted to the General Shareholders' Meeting is as follows: Description Thousand euro Available for distribution Profit/(loss) for the year 117,194 Share premium - 117,194 Application Legal reserve 11,719 Interim dividend, 13 November 2024 10,000 Interim dividend, 12 March 2025 41,770 Dividend pending approval 53,705 Distribution charged to the share premium account 117,194 Prior-year profit/(loss) distribution The proposed distribution of the profit/(loss) and reserves of the Company for the financial year ended on 31 March 2024, which was approved by the General Shareholders' Meeting on 17 July 2024, was as follows: Description Thousand euro Available for distribution Profit/(loss) for the year 8,480 Share premium 18,777 27,257
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 17 Application Legal reserve 848 Interim dividend 14 November 2023 5,000 Interim dividend 21 May 2024 2,632 Distribution charged to the share premium account 18,777 27,257 Interim dividend distribution On 13 November 2024, the Castellana Board of Directors agreed to pay out an interim dividend for the financial year ended on 31 March 2025 in the amount of €10,000 thousand, equating to €0.08668146 per share, effective as at 5 December 2024. The forecast cash flow statement prepared by the Board of Directors is as follows: Profit/(loss) at 30 September 2024 25,442 Legal reserve (2,544) Distributable profit 22,898 Interim dividend paid out of profit for the year 10,000 Total distribution to shareholders 10,000 Available cash 18,296 On 12 March 2025, the Castellana Board of Directors agreed to pay out an interim dividend for the financial year ended on 31 March 2025 in the amount of €41,770 thousand, equating to €0.32726710 per share, effective as at 20 March 2025. The forecast cash flow statement prepared by the Board of Directors is as follows: Description Thousand euro Profit/(loss) at 28 February 2025 109,893 Legal reserve (10,980) Distributable profit 98,823 Interim distribution, 20 March 2025 41,770 Total distribution to shareholders 41,770 Available cash 42,172 7. RISK MANAGEMENT Castellana Properties has a risk monitoring system in place that covers its operations and suitably matches its risk profile. Risk management policies are monitored by the Board of Directors. The main risk to the Group's objectives concerns compliance with the necessary legislative requirements to ensure it retains its SOCIMI status.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 18 The risk control system also includes the management of financial risk. The policies applied in order to hedge against each type of risk are detailed in the accompanying Notes to the accounts. Note 4 gives details of the Group's risk management activities. 8. AVERAGE SUPPLIER PAYMENT PERIOD The following table shows a breakdown of the payments that are due for commercial operations completed during the year and that remained pending on the date on which the balance sheet was closed, with reference to the maximum payment period provided for un der Law 15/2010 and subsequently amended by Law 31/2014: Description Days 2025 2024 Average supplier payment period 26 38 Ratio of transactions settled 26 38 Ratio of transactions not yet settled 23 36 Description Thousand euro 2025 2024 Total payments settled 58,707 48,487 Total outstanding payments 1,431 52 Under the new legislation set forth in Article 9 of Law 18/2022 of 28 September, the following information is also required: Number (units) 2025 2024 Invoices settled before the end of the legal maximum supplier payment period 3,976 2,970 Percentage of total supplier invoices 86% 78% Volume (thousand euro) 2025 2024 Invoices settled before the end of the legal maximum supplier payment period 53,200 41,874 Percentage of total supplier invoices 91% 86% 9. THE TEAM The team of professionals who make up Castellana Properties is one of the Group's main strengths. Since its incorporation, the Company has selected the necessary personnel to develop its strategy and achieve its objectives.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR ENDED 31 MARCH 2025 19 Castellana Properties is a self-managed real estate investment group whose management team forms an integral part of its organisational structure. This internal team works exclusively for the Company and its shareholders on a full -time basis. The team comprises specialist professionals with extensive experience, a recognised track record in the real estate sector and a deep understanding of the marke t. This expert group of professionals is able to undertake highly complex investment operations over short periods of time and complete all aspects of the value creation process. The Company is overseen by a Board of Directors whose members combine skills in the real estate, financial and legal sectors, three of whom are independent . The Board is advised by an Appointments and Remuneration Committee and an Audit and Control Committee that oversee compliance with the investment and profitability requirements established by the Company. 10. MAJOR EVENTS OCCURRING AFTER THE REPORTING PERIOD Note 21 of the Notes to these accounts details the events that have occurred between the year end and the authorisation for issue of these Consolidated Annual Accounts. 11. GROUP OUTLOOK In the following year the Group will continue to pursue its investment strategy, which focuses on retail properties in Spain and Portugal. The Group will also continue to actively manage its properties, focusing on improving leases expiring in 2025-2026, as well as maintaining the good occupancy levels.
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CASTELLANA PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES PREPARATION OF THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2025 1 Pursuant to the requirements of Article 253 of the Spanish Companies Act and Article 37 of the Spanish Commercial Code, on 10 June 2025 the members of the Board of Directors of Sociedad Castellana Properties Socimi, S.A. prepared the following Consolidated Annual Accounts and the Consolidated Management Report for the financial year ended 31 March 2025, set out in the accompanying documents that precede this written submission. Laurence Gary Rapp Chairman Jorge Morán Board Member Nigel George Payne Board Member Debora Santamaría Board Member Lucy Charlotte Lilley Board Member Alfonso Brunet Board Member Michael John Potts Board Member Guillermo Massó Board Member Laurence Cohen Board Member