iso4217:EUR iso4217:EUR xbrli:shares 635400S8ULWD83POUJ40 2023-12-31 635400S8ULWD83POUJ40 2022-12-31 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 635400S8ULWD83POUJ40 2024-12-31 635400S8ULWD83POUJ40 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 635400S8ULWD83POUJ40 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 635400S8ULWD83POUJ40 2024-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 635400S8ULWD83POUJ40 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 ifrs-full:AdditionalPaidinCapitalMember 635400S8ULWD83POUJ40 2023-12-31 ifrs-full:AdditionalPaidinCapitalMember 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 ifrs-full:AdditionalPaidinCapitalMember 635400S8ULWD83POUJ40 2024-12-31 ifrs-full:AdditionalPaidinCapitalMember 635400S8ULWD83POUJ40 2022-12-31 ifrs-full:SharePremiumMember 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 635400S8ULWD83POUJ40 2023-12-31 ifrs-full:SharePremiumMember 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 635400S8ULWD83POUJ40 2024-12-31 ifrs-full:SharePremiumMember 635400S8ULWD83POUJ40 2022-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2023-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2024-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2022-12-31 ifrs-full:IssuedCapitalMember 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 635400S8ULWD83POUJ40 2023-12-31 ifrs-full:IssuedCapitalMember 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 635400S8ULWD83POUJ40 2024-12-31 ifrs-full:IssuedCapitalMember 635400S8ULWD83POUJ40 2022-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2023-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 635400S8ULWD83POUJ40 2024-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember
Not named
YOUNITED FINANCIAL S.A.
Consolidated Financial Statements
December 31, 2024
YOUNITED FINANCIAL
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
YOUNITED FINANCIAL
2
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of December 31,
2024
2023
(in € thousands)
Note
Assets
Cash, due from central banks
14
193,433
236,756
Financial assets at FVTPL
14
86,837
135,403
Loans and advances to financial institutions
14
83,413
73,525
Loans and advances to customers at FVOCI
14
458,150
477,287
Loans and advances to customers at amortised cost
14
274,888
339,347
Property and equipment
15
11,740
14,568
Intangible assets
16
34,117
36,552
Other assets
14
81,870
85,537
TOTAL ASSETS
1,224,448
1,398,973
Liabilities
Financial liabilities at FVTPL
14
12,181
-
Loans and deposits from financial institutions
14
60,611
60,033
Deposits from deposit holders
14
832,722
1,126,252
Other liabilities
14
79,846
68,840
Provisions
20
615
466
TOTAL LIABILITIES
985,975
1,255,591
Equity
Share capital
17
691
273
Share premium
17
340,376
181,260
Other equity instruments
-
289
Reserves and retained earnings
17
(27,483)
(10,080)
Loss for the period
(83,439)
(49,679)
Other comprehensive income
8,329
21,320
TOTAL EQUITY
238,474
143,383
TOTAL LIABILITIES AND EQUITY
1,224,448
1,398,973
YOUNITED FINANCIAL
3
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Twelve-month period ended
December 31,
(in € thousands)
Note
2024
2023
Interest income calculated using the effective interest
method
7
73,813
83,481
Interest expense
7
(30,437)
(22,092)
Net interest income
43,375
61,389
Net gains and losses from financial instruments at FVTPL
8
2,835
2,799
Net gains and losses from financial instruments at FVOCI
14
2,898
(5,318)
Income from other activities
9
45,563
42,886
Revenue
94,671
101,755
Personnel expense
10
(37,851)
(36,667)
Other operating expenses
11
(66,020)
(34,397)
Depreciation and amortisation expenses
15,16
(27,270)
(21,682)
Impairment losses on financial instruments
4
(46,502)
(57,890)
Loss before tax
(82,973)
(48,881)
Income tax expense
13
(466)
(799)
Loss for the year
(83,439)
(49,679)
Earnings per share
Basic earnings per share (€)
(3.34)
(2.14)
Diluted earnings per share (€)
(3.34)
(2.14)
Loss for the year
(83,439)
(49,679)
Other comprehensive income
Items that may be reclassified to profit or loss
Revaluation of debt instruments at FVOCI:
Revaluation differences of the period
14
11,179
16,024
Reclassified into income
14
(2,898)
5,318
Total items that may be reclassified to profit or loss
8,281
21,342
Items that will not be reclassified to profit or loss
Actuarial gains and losses on defined benefit plans
10
48
(22)
Total items that will not be reclassified to profit or loss
48
(22)
Total other comprehensive (loss)/ income for the year
8,329
21,320
Total comprehensive (loss)/ income for the year
(75,110)
(28,359)
YOUNITED FINANCIAL
4
Not named
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Other equity
Reserves and retained
Note
Share premium
Loss for the year
Total equity
capital
instruments
earnings
(in € thousands)
Balance at January 1, 2023
262
174,418
289
(78,918)
44,533
140,584
Loss for the year
-
-
-
(49,679)
-
(49,679)
Allocation of net result of 2022
-
-
-
78,918
(78,918)
-
Increase in capital
17
10
6,842
-
-
-
6,852
Equity-settled share-based payment
12
-
-
-
-
2,882
2,882
Remeasurement of defined benefit
liability
10
-
-
-
-
(22)
(22)
Change in other comprehensive
income
-
-
-
-
21,342
21,342
Other movements
-
(211)
-
-
(52)
(263)
Capital reorganization
17
-
211
-
-
21,475
21,686
Balance at December 31, 2023
273
181,260
289
(49,679)
11,240
143,383
Loss for the year
-
-
-
(83,439)
-
(83,439)
Allocation of net result of 2023
-
-
-
49,679
(49,679)
-
Increase in capital
17
418
159,116
-
-
-
159,534
Capital reorganization
17
-
-
-
-
(19,534)
(19,534)
Equity-settled share-based payment
12
-
-
-
-
30,940
30,940
Remeasurement of defined benefit
liability
10
-
-
-
-
48
48
Change in other comprehensive
income
-
-
-
-
8,281
8,281
Other movements
-
-
(289)
-
-
(289)
Balance at December 31, 2024
691
340,376
-
(83,439)
(19,154)
238,474
YOUNITED FINANCIAL
Not named
CONSOLIDATED STATEMENT OF CASH FLOWS
Twelve-month period ended
December 31,
(in € thousands)
Note
2024
2023
Cash flows from operating activities
Loss for the year
(83,439)
(49,679)
Adjustments for:
Net depreciation and amortisation
15,16
27,270
21,683
Net impairment loss on loans and investment securities
4
46,502
57,890
Net interest income
7
(43,375)
(61,389)
Net gain (loss) on loans and investment securities
at FV
8
(5,733)
2,567
Equity-settled share-based payment transactions
12
31,706
2,882
Other income and expense
11
918
673
Net change in loans and advances to financial institutions
and customers
14
48,199
33,578
Net change in loans and deposits from financial
institutions and investors
14
(292,952)
169,328
Other assets, liabilities and provisions
14,20
(4,063)
12,390
Net interest received (paid)
7
51,520
53,755
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
(223,447)
243,680
Cash flows from investing activities
Net change in investment securities
14
48,601
(71,169)
Investment in property and equipment, and intangible
assets
15,16
(21,362)
(25,165)
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES
27,238
(96,334)
Cash flows from financing activities
Proceeds from increase in capital(2)
3,17
166,510
28,538
Repayment of lease liabilities
14
(3,737)
(3,506)
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES
162,773
25,032
Net increase (decrease) in cash, due from central banks
(33,435)
172,378
CASH AND CASH EQUIVALENTS AT OPENING(1)
310,281
137,903
CASH AND CASH EQUIVALENTS AT CLOSING(1)
276,846
310,281
(1) Cash and Cash equivalent comprises balances of (i) Cash, due from central banks and (ii) Loans and
advances to financial institutions – which consists solely of on-demand deposit.
(2) Include mainly €152.3 million resulting from the transaction with the SPAC (cf. Note 3 & Note 17) and €26.1
million resulting from the increase in capital completed April 24, 2024 (cf. Note 17) net of €9.7 million of directly
attributable transaction costs.
YOUNITED FINANCIAL
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
Note 1
Basis of accounting
1.1 Group presenting the consolidated financial statements
Younited Financial S.A. (formerly known as RA Special acquisition Corporation and then Iris Financial), (the
Company) is a public limited liability company (société anonyme) existing under the laws of the Grand Duchy
of Luxembourg ("Luxembourg"). The Company was transferred December 12, 2024 from the Cayman Islands
to Luxembourg without disruption of its legal personality. It has its current registered office at 17, Boulevard
Friedrich Wilhelm Raiffeisen, L2411 Luxembourg and registered with the Luxembourg Trade and Companies
Register (Registre de Commerce et des Sociétés de Luxembourg) under number B292237.
The consolidated financial statements as at December 31, 2024, comprise the Company which is the legal
parent of the group and its legal subsidiary (together referred to as the 'Group' or 'Younited') and consist of
the first set of consolidated financial statements prepared. These consolidated financial statements have been
approved and authorized for issue by the Board of Directors April 3, 2025.
Younited is one of the leading instant credit provider in Europe. Constant innovation, cuƫting-edge technology
and exceptional user experience have allowed over one million customers to have access to instant, simple
and transparent credit to refurbish their homes, go on vacation, buy a new smartphone, or bring any other
project to life. Younited provides instant credit throughout the customer journey, shopping, or banking, online
or in-store, with a single Younited customer experience. Younited operates in 4 European countries (France,
Italy, Spain and Portugal).
1.2 Basis of preparation
These consolidated financial statements have been prepared for the year ended December 31, 2024 in
accordance with International Financial Reporting Standards ("IFRS Accounting Standards") endorsed by the
European Union as at December 31, 2024. The financial statements have been prepared on a going concern
basis. All amounts have been rounded to the nearest thousand, unless otherwise indicated. Due to rounding,
in some cases the individual figures presented may not add up precisely to the totals provided.
1.3 Current standards and interpretations
1.3.1 New mandatory standards and interpretations applicable as of January 1, 2024
The following amendments to IFRS Accounting Standards, applicable for the 2024 financial year, had no
impact on the Group's consolidated financial statements as at December 31, 2024:
-
Amendments to IFRS 16 'Leases': Lease liability arising from a sale and leaseback, applicable to
financial years beginning on or after January 1, 2024;
-
Amendments to IAS 1 'Presentation of financial statements': Non-current Liabilities with Covenants
and Classification of Liabilities as Current and Non-current , applicable to financial years beginning
on or after January 1, 2024;
-
Amendments to IAS 7 'Statement of cash flows' and IFRS 7 'Financial instruments disclosures':
Disclosure of the effects of "reverse factoring agreements", applicable to financial years beginning
on or after January 1, 2024.
1.3.2 Accounting standards issued but not yet effective
The Group has not opted for early application of the following amendment, for which the mandatory application
date is after December 31, 2024:
-
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates, applicable to financial
years beginning on or after January 1, 2025.
-
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments
applicable to financial years beginning on or after January 1, 2026.
YOUNITED FINANCIAL
7
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
-
IFRS 18 'Presentation and Disclosure in Financial Statements' applicable to financial years
beginning on or after January 1, 2027
-
IFRS 19 'Subsidiaries without Public Accountability Disclosures' applicable to financial years
beginning on or after January 1, 2027.
The analysis of the consequences for the Group of the first application of this amendment is in progress.
However, it should not have a material effect on the Group's financial situation and performances.
1.4 Foreign currency translation
1.4.1 Functional and presentation currency
These financial statements are presented in euro, which is the Group's functional currency. All amounts have
been rounded to the nearest thousand, unless otherwise indicated.
1.4.2 Foreign currency transactions and balances
Transactions in foreign currencies are translated into the respective functional currencies of Group companies
at the exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at
the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in
a foreign currency are translated into the functional currency at the exchange rate when the fair value was
determined. Non-monetary items that are measured based on historical cost in a foreign currency are
translated at the exchange rate at the date of the transaction. Foreign currency differences are generally
recognized in profit or loss and presented within other operating expenses.
However, foreign currency differences arising from the translation of investment in equity securities designated
as at FVOCI are recognized in OCI.
1.5 Use of judgements and estimates
In preparing these financial statements, management has made judgements and estimates that affect the
application of the Group's accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively.
1.5.1 Estimation-related judgements and assumptions
Information about judgements and assumptions made in applying accounting policies that have the most
significant effects on the amounts recognized in the financial statements is included in the following notes:
-
Determination of whether credit risk on financial assets has increased significantly – Note 4
-
Measurement of recoverable cashflows used to measure Expected Credit Losses 'ECL' on financial
instruments – Note 4
-
Fair Value Measurement of financial instruments with significant unobservable inputs – Note 6
-
Measurement of the insurance brokerage revenue – Note 9.
-
Initial classification of financial instruments – Note 14
-
Assessment of the control over special purpose vehicle used for securitisation of loans – Note 19
-
Assessment of the control over the combined Group formed by Iris Financial and Younited to
determine whether it qualifies as a reverse acquisition – Note 3
-
Measurement of the listing expense incurred by Younited according to IFRS 2 – Note 3
YOUNITED FINANCIAL
8
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
Note 2
Key events of the financial year ended December 31, 2024
2.1 Significant events during the financial year presented
2.1.1 Transaction with Iris Financial
On October 7, 2024, Younited S.A. ("Younited") and the Special Purpose Acquisition Company (SPAC) Iris
Financial, listed on Euronext Amsterdam, entered into a transaction agreement. Under this agreement,
Younited's shareholders agreed to contribute all of their Younited shares to the Company in exchange for
newly issued shares of the Company. The transaction was completed on December 20, 2024 resulting in a
capital increase of €152.5 million.
Considering the accounting treatment of the transaction (detailed in Note 3), the opening equity of the Group
has been adjusted retrospectively to reflect the share capital and share premium of the Company. A
Reconciliation between figures as at January 1, 2023 as published in the financial statements for year ended
December 31, 2023 and adjusted equity as at January 1, 2023 included in the Consolidated statement of
change in equity is provided in the table below:
Reserves
Other
Share
Share
Loss for
and
Total
equity
capital
premium
the period
retained
equity
instruments
(in € thousands)
earnings
Balance at January 1, 2023 -
published Financial statements
1,861
351,790
289
(78,918)
(134,437)
140,584
Capital reorganisation
(1,599)
(177,372)
-
-
178,971
-
Balance at January 1, 2023
262
174,418
289
(78,918)
44,533
140,584
2.1.2 Transfer of the registered office of the Company from the Cayman Islands to Luxembourg
The shareholder meeting of the Company held December 12, 2024 approved the transfer of the Company
registered office from the Cayman Islands to the Grand Duchy of Luxembourg.
2.2 Subsequent events
Following the successful completion of the business combination with Younited S.A. on December 20, 2024,
Younited Financial S.A. has been listed on the regulated market of Euronext Paris, in addition to its existing
listing on Euronext Amsterdam, on January 20, 2025.
Note 3
Scope of consolidation
The consolidated financial statements include the financial statements of the parent company and all entities
over which the Group exercises control. Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee.
Subsidiary is fully consolidated from the date on which control is transferred to the Group and is deconsolidated
from the date that control ceases.
The financial statements of subsidiary is prepared for the same reporting period as the parent company, using
consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in
full on consolidation.
YOUNITED FINANCIAL
9
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
The legal parent of the Group is the company whereas Younited S.A. is the accounting parent. Because the
Company is not a business Younited S.A. is deemed to have carried out an increase in capital in conjunction
with a reorganization of capital at the date of the Combination with the Company, such as the owners of
Younited S.A. are now the owners of the Group.
The scope of consolidation is reviewed regularly and updated to reflect any changes in the Group's structure
or control relationships.
The subsidiary within the scope of consolidation are as follows:
2024
2023
% of
Consolidation
% of
Consolidation
Company
Country
control
Method
control
Method
Younited Financial
Luxembourg
100%
Consolidation
N/A
N/A
The Group was formed in 2024. No consolidated group existed in 2023.
3.1 Transaction between Iris Financial and Younited
3.1.1 Context of the transaction
On December 20, 2024 (The "Closing Date"), the Company, completed the acquisition of Younited S.A.
("Younited") pursuant to the Business Combination Agreement, dated October 7, 2024. Considering the
criterias outlined in IFRS 3 'Business combinations' and notably the fact that following the transaction (i)
Younited's shareholders hold a majority of the Company's voting rights; (ii) the Company's Board of Directors
is composed of a majority of Younited's Management Board members; (iii) the Group's management team is
composed of members of Younited's management team; and (iv) Younited's operations include operations
continued by the Group, Younited has been considered the accounting acquirer.
While the Company is the legal acquirer in the Business Combination, because Younited was deemed the
accounting acquirer, the historical financial statements of Younited became the historical financial statements
of the Group upon completion of the Business Combination. As a result, the consolidated financial statements
included in this report reflect (i) the historical result of operation of Younited prior to the Closing Date; (ii) the
consolidated result of operation of the Group following the Closing Date; (iii) the assets and liabilities of
Younited at their historical cost; and (iv) the Company's equity structure for all periods presented.
In accordance with guidance applicable to these circumstances, the equity structure has been restated in all
comparative periods up to the Closing Date, to reflect the number of shares of the Company's, issued to
Younited's shareholders in connection with the Business Combination. As such, Younited's shares and
corresponding capital amounts and earnings per share prior to the Business Combination have been
retroactively restated as shares reflecting the exchange ratio established in the Business Combination
Agreement.
The transaction is considered a capital reorganization of Younited within the scope of IFRS 2 'Share-based
payment,' as Iris Financial does not meet the definition of a business under IFRS 3, 'Business combinations'.
From an accounting perspective, Younited is deemed to carry out a capital increase in exchange for the net
assets of Iris Financial. The difference between the fair value of the deemed issued shares and the net asset
value of Iris Financial represents the expense incurred by the former shareholders of Younited to access the
market.
The share capital and share premium presented in the consolidated statement of financial position and in the
consolidated statement of changes in equity has been restated to reflect the share capital and share premium
of the legal acquirer, i.e., Iris Financial (renamed Younited Financial S.A.). The difference between the share
capital and share premium of the legal acquirer and the share capital and share premium of the accounting
acquirer is recognized in other reserves and retained earnings.
YOUNITED FINANCIAL
10
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
3.1.2 Accounting implications
Fair value of shares deemed issued
The fair value of the shares deemed issued has been determined by calculating the deemed number of shares
the accounting acquirer would have had to issue to obtain control over the listed shell company as if it had
directly acquired the shares of the listed shell company. This deemed number of shares issued has then been
multiplied by the market value of a share of the accounting acquiree just before the transaction.
Value
Total
Quantity
(€)
(in € millions)
Deemed issue of shares
15,902,780
9.58
152.3
As part of its initial public offering in April 2022, Iris Financial issued Public Warrants and Sponsor Warrants.
Public warrants are listed on Euronext Amsterdam. When exercised in lots of three, both Public Warrants and
Sponsor Warrants entitle their holders to subscribe to one new Ordinary Share of the Company at a price of
respectively $11.50 and $12.00.
Public
Sponsor warrants
warrants
Grant date
7/7/2021
2/23/2022
Business combination date
12/20/2024
12/20/2024
Expiry date
12/19/2029
12/19/2029
Number of stock warrants granted
7,666,667
7,000,000
Outstanding as of January 1, 2023
7,666,667
7,000,000
Issued
-
-
Cancelled
-
-
Outstanding as at December 31, 2023
7,666,667
7,000,000
Issued
-
2,000,000
Cancelled
(7)
-
Outstanding as at December 31, 2024
7,666,660
9,000,000
Subscription price (in €)
-
0.96
Fair value on IBC date (in €)
0.77
0.70
Exercise price (in €)
10.95
11.42
Maximum increase in share capital (in €)
728
855
Determination of acquired assets and liabilities
In exchange for the deemed issuance of shares, Younited received the net assets of Iris Financial, valued at
€122.4 million, consisting of current assets amounting to €152.7 million and current liabilities amounting to
€30.3 million. The current assets primarily comprised the escrow account, totaling €152.4 million. The current
liabilities mainly consisted of trade payables incurred in the context of the Business Combination and warrants
liabilities.
YOUNITED FINANCIAL
11
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
(in € millions)
Fair value
Current assets
Escrow account
152.4
Cash and cash equivalents
0.2
Total assets
152.7
Current liabilities
Other financial liabilities
30.3
Total liabilities
30.3
Net assets acquired
122.4
Determination of the cost to access the market
The difference between the fair value of the deemed issued shares and the net asset value of Iris Financial
represents the expense incurred by the former shareholders of Younited to access the market. This market
access cost, amounting to €29.9 million, is recognized as an other operating expense in the consolidated
statement of profit or loss and is reflected in the consolidated statement of changes in equity for the year ended
December 31, 2024.
(in € millions)
Net assets acquired
122.4
Capital increase
152.3
Listing expense
(29.9)
Note 4
Financial risk review
This note presents information about the Group's exposure to financial risks and the Group's management of
capital. For information on the Group's "Financial risk management framework", see Note 23.
4.1 Credit risk
Credit risk is expressed through the impairment provisions recognized for expected credit losses (ECL) as
defined by IFRS 9 'Financial instruments'.
IFRS 9 'Financial instruments' introduces a single credit risk impairment model, based on expected credit
losses rather than incurred losses. These impairment methods apply to all financial assets measured at
amortised cost or fair value through recyclable equity, lease receivables, loan commitments and financial
guarantee contracts.
This mechanism requires recognition of a loss allowance for impairment as from the initial recognition of the
exposures concerned. This initial loss allowance corresponds to the expected credit losses given default
over the next 12 months (stage 1). If the credit risk increases significantly after initial recognition, the
expected credit losses will be measured over the residual lifetime of the instrument (stage 2). Finally, if the
credit quality deteriorates to the point where the recoverability of the receivable is threatened, the lifetime
expected losses must be provisioned (stage 3), taking account in the calculation of the increase in the risk
by comparison with the loss allowances estimated in stage 2 (including the use of 100% probability of
default). Expected credit losses are therefore recognized progressively, reflecting the increase in the risk of
the instrument.
The main characteristics of the different stages of provisioning can be summarized as follows:
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Stage 1 - Performing assets not downgraded
All the contracts concerned, with the exception of financial assets purchased credit-impaired (POCI), are
initially accounted for in this category;
-
The amount of credit risk impairment is calculated on 12-month expected credit losses;
-
Interest revenue is recognized in profit or loss using an effective interest rate applied to the gross
carrying value of the asset before impairment.
Stage 2 – Performing assets downgraded
In the event of significant increase of credit risk since initial recognition, the financial asset is transferred to
this category from stage 1;
-
The amount of credit risk impairment is then calculated on the remaining lifetime expected loss
(losses expected at maturity);
-
Interest revenue is recognized in profit or loss using an effective interest rate applied to the gross
carrying value of the asset before impairment;
-
The significant increase in credit risk is based on an assessment of the change in the risk of
default over the lifetime of the instrument, rather than a change in the amount of the expected
credit losses. A significant increase in credit risk can be determined individually (instrument by
instrument) or collectively, based on portfolios of similar financial assets.
Stage 3 - Defaulted assets
-
Financial assets that have suffered a default event will be downgraded to this category;
-
The amount of credit risk impairment continues to be calculated on the remaining lifetime
expected loss (losses expected at maturity), but the calculation method will take account of an
additional increase in credit risk;
-
Interest revenue is recognized in profit or loss using an effective interest rate applied to the net
carrying value of the asset (after impairment).
A financial instrument is considered as defaulted when one or more events occur with a detrimental effect
on its future estimated cash flows. Indications of impairment include any credit event corresponding to one
of the following situations:
-
Probable or certain risk of non-collection: 61 days of unpaid amounts;
-
Confirmed counterparty risk: over indebtedness procedure;
-
Close-out netting.
The default definition hereby used is in accordance with the definition of default as defined by the European
Banking Authority.
Expected credit losses correspond to the present value of the difference between the contractual cash flows
and those that the Group expects to receive, which are calculated on the basis of estimations relying on the
probability of realistically achievable scenarios, under circumstances existing at the reporting date, and the
macro-economic forecasts available (without having to incur unreasonable costs or efforts to obtain them).
These credit losses are calculated on the maximum contractual period (including options for extension)
during which the Group is exposed to the credit risk.
Purchased or originated credit-impaired financial assets
In some cases, financial assets are credit-impaired at their initial recognition. For these assets, the effective
interest rate is calculated taking into account the lifetime expected credit losses in the initial estimated cash
flows. Any change in lifetime expected credit losses since initial recognition, positive or negative, is
recognized as a loss allowance adjustment in profit or loss.
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Write-off
Financial assets are derecognized when there is no reasonable expectation of recovering a financial asset
in its entirety or a portion thereof. This is generally the case when the Group determines that the borrower
does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off. This assessment is carried out at the individual asset level.
The Group does not allow modifications of financial assets. Once a financial asset has been written off, it is
not subject to reinstatement. Any subsequent recoveries of previously written-off amounts are recognized
when cash is received and included in 'impairment losses on financial instruments' in the statement of profit
or loss.
Presentation of allowance for ECL in the consolidated statement of financial position
Loss allowances for ECL are presented in the consolidated statement of financial position as a deduction
from the gross carrying amount of the corresponding assets.
4.1.1 Credit quality analysis
The following tables set out information about the credit quality of financial assets measured at amortised cost
and at FVOCI broken down by grade at origination for each reporting date. Unless specifically indicated, the
table represents gross carrying amounts of financial assets.
Loans and advances to customers at amortised cost
As at December 31, 2024
12-
month
o/w
Stage 1
Stage 2
Stage 3
Total
PD
POCI
(in € thousands)
ranges
Loans and advances to
customers at amortised cost
Grades A1-A3: Strong
0 to 3%
55,901
1,637
2,424
9
59,961
Grades A4-A6: Satisfactory
3 to 6%
95,060
35,935
21,009
80
152,003
Grades A7 and lower: Higher
risk
6 to 9%
52,069
45,616
61,759
606
159,444
Gross carrying amount
203,030
83,188
85,191
695
371,409
Loss allowance
(7,500)
(14,531)
(74,491)
(658)
(96,522)
Net carrying amount
195,530
68,657
10,700
37
274,888
As at December 31, 2023
12-
month
o/w
Stage 1
Stage 2
Stage 3
Total
PD
POCI
(in € thousands)
ranges
Loans and advances to
customers at amortised cost
Grades A1-A3: Strong
0 to 3%
66,139
1,988
1,115
9
69,243
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Grades A4-A6: Satisfactory
3 to 6%
103,809
56,400
18,023
223
178,232
Grades A7 and lower: Higher
risk
6 to 9%
84,483
41,443
72,620
2,210
198,545
Gross carrying amount
254,432
99,831
91,758
2,443
446,021
Loss allowance
(9,851)
(16,159)
(80,664)
(2,300)
(106,674)
Net carrying amount
244,581
83,672
11,094
144
339,347
Loans and advances to customers at FVOCI
As at December 31, 2024
12-
month
o/w
Stage 1
Stage 2
Stage 3
Total
PD
POCI
(in € thousands)
ranges
Loans and advances to
customers at FVOCI
Grades A1-A3: Strong
0 to 3%
215,813
3,436
13,760
333
233,009
Grades A4-A6: Satisfactory
3 to 6%
100,955
31,011
27,555
668
159,521
Grades A7 and lower: Higher
risk
6 to 9%
61,082
45,976
52,894
1,022
159,952
Gross carrying amount
377,850
80,423
94,210
2,023
552,482
Loss allowance
(9,867)
(12,884)
(81,043)
(1,912)
(103,794)
Fair value adjustment
5,791
2,037
1,633
9
9,461
Net carrying amount
373,774
69,576
14,800
120
458,150
As at December 31, 2023
12-
month
o/w
Stage 1
Stage 2
Stage 3
Total
PD
POCI
(in € thousands)
ranges
Loans and advances to
customers at FVOCI
Grades A1-A3: Strong
0 to 3%
237,624
3,779
31,022
861
272,425
Grades A4-A6: Satisfactory
3 to 6%
96,597
26,737
37,178
1,098
160,512
Grades A7 and lower: Higher
risk
6 to 9%
68,697
48,535
82,120
1,791
199,352
Gross carrying amount
402,918
79,051
150,320
3,750
632,289
Loss allowance
(12,844)
(13,556)
(129,791)
(3,402)
(156,192)
Fair value adjustment
(2,869)
1,886
2,173
52
1,190
Net carrying amount
387,204
67,381
22,702
401
477,287
Loans and advances to financial institutions
Loans and advances to financial institutions comprise on-call deposits and their PD is nearly zero.
4.1.2 ECL methodology and amounts arising from ECL
Significant increase in credit risk
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When determining whether the risk of default on a financial instrument has increased significantly since initial
recognition, the Group considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Group's historical experience and expert credit assessment and including forward-looking information.
The objective of the assessment is to identify whether a significant increase in credit risk has occurred for an
exposure by comparing:
-
The probability of default (PD) as at the reporting date; with
-
The PD for this point in time that was estimated at the time of initial recognition of the exposure
(adjusted where appropriate for changes in prepayment expectations).
The Group uses three criteria in determining whether there has been a significant increase in credit risk:
-
A quantitative test based on movement in PD;
-
Qualitative indicators; and
-
A backstop of 30 days past due.
Credit risk grades
The Group allocates each exposure to a credit risk grade based on a variety of data that is determined to be
predictive of the risk of default and applying experienced credit judgement. Credit risk grades are updated
twice a year and defined using (i) qualitative factors such as incidence of change in macroeconomic conditions
on grading since origination and (ii) quantitative factors based on borrowers' behaviour. These factors are
indicative of risk of default.
Credit risk grades are defined and calibrated such that the risk of default occurring increases as the credit risk
grade deteriorates. Each exposure is allocated to a credit risk grade on initial recognition based on available
information about the borrower. Exposures are subject to ongoing monitoring, which may result in an exposure
being moved to a different credit risk grade. The monitoring typically involves use of the following data.
Grading
12-month weighted-average PD
Grades A1-A3: Strong
0 to 3%
Grades A4-A6: Satisfactory
3 to 6%
Grade A7 and lower: Higher risk
6 to 9%
Credit impaired
100%
Generating the term structure of PD
Credit risk grades are a primary input into the determination of the term structure of PD for exposures. The
Group collects performance and default information about its credit risk exposures analysed by jurisdiction or
region and by type of product and borrower as well as by credit risk grading. The Group employs statistical
models to analyse the data collected and generate estimates of the remaining lifetime PD of exposures and
how these are expected to change as a result of the passage of time.
Determining whether credit risk has increased significantly
The Group assesses whether credit risk has increased significantly since initial recognition at each reporting
date.
As a general indicator, the credit risk of a particular exposure is deemed to have increased significantly since
initial recognition if, based on the Group's quantitative modelling, the change in annualised lifetime PD since
initial recognition is greater than 300 basis points (bps).
Incorporation of forward-looking information
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The Group incorporates forward-looking information into both the assessment of whether the credit risk of an
instrument has increased significantly since its initial recognition and the measurement of ECL. The Group
formulates three economic scenarios:
-
Baseline Scenario: The central or most likely forecast of economic conditions based on current
data and expected trends. The central scenario is aligned with information used by the Group for
other purposes such as strategic planning and budgeting.
-
Upside Scenario: A more optimistic scenario that assumes favourable economic conditions and
improved borrower performance. This scenario typically leads to an improvement in default and
recovery rate.
-
Downside Scenario: A pessimistic scenario that assumes adverse economic conditions, higher
risk of borrower default, and worsened financial performance. This scenario typically leads to a
deterioration in default and recovery rate.
The link between these macroeconomic scenarios and the ECL measurement is primarily established through
modelling default, recovery and prepayment probabilities as well as adjustments to migration matrices of stage
definition. This allows for the measurement of expected losses for each scenario.
Each scenario is assigned a probability of occurrence and the weighted average of the ECL from these
scenarios is used to determine the impairment allowance for financial assets measured at amortised cost and
FVOCI.
External information considered includes economic data and forecasts published by governmental bodies and
monetary authorities in the countries where the Company operates.
Younited has a long observable track record in France where it has been operating since 2011, and is hence
using macro-economic forecast, published by the Banque de France, to establish its scenarios and assess
potential ECL impacts.
The table below lists the macroeconomic assumptions used in the base case scenarios over the forecast
period, on France.
Actuals(1)
Forecasts(1)
2024
2025
2026
2027
GDP
1.1%
1.2%
1.6%
1.3%
Inflation
1.8%
1.7%
1.7%
1.9%
Unemployment rate
7.4%
7.9%
7.6%
7.4%
Savings rate
18.0%
17.0%
17.0%
16.4%
(1) Source: Banque de France
Baseline scenario
In the baseline scenario, we assume a slow economic recovery in 2025 and 2026 supported by decreasing
unemployment and real wage moderate growth. The geopolitical tensions remain contained without further
escalation, and central banks gradually ease monetary policy in 2025.
-
GDP: Growth is expected to be modest in 2025, burdened by political uncertainties, slowing down
household consumption. A rebound is expected in 2026 driven by more favourable financial
conditions allowing an increase of private investment.
-
Inflation: Inflation is projected to decline driven by a downward trend of energy and food prices (with
a slower decrease in service prices and industrial goods).
-
Unemployment rate: The unemployment rate is anticipated to increase in 2025 due to the delayed
effect of post-Covid economic slowdown and productivity loss. The unemployment rate is expected
to decrease starting in 2026, particularly due to the end of labour hoarding in certain sectors.
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-
Consumer Savings: Consumer savings rates are expected to remain at high levels in 2026,
reflecting cautious consumer spending due to economic uncertainty and high inflation, then slightly
decreasing as households' purchasing power recovers .
Upside Scenario
The upside scenario envisions a stronger economic recovery driven by improved consumer confidence, robust
fiscal support, and easing of supply constraints. This scenario assumes that the central banks successfully
manage to reduce inflation without triggering a recession .
-
GDP: GDP growth accelerates, primarily driven by a faster decline in inflation that boosts consumer
confidence and spending. This is supported by a stronger recovery in global trade within the EU,
and more aggressive monetary policy easing by the ECB as inflation comes under control. The
resolution of current geopolitical tensions significantly improves business sentiment and investment
outlook .
-
Inflation: Inflation falls more rapidly than expected, driven by a combination of stabilizing energy
prices, improved supply chain efficiency, and a stronger euro reducing import costs .
-
Unemployment rate: The labour market shows more resilient improvement. This is achieved through
increased business investment in productivity-enhancing technologies and successful
implementation of labour market reforms. The economy adapts more quickly to post-Covid structural
changes, creating new employment opportunities across sectors .
-
Consumer Savings: Consumer behavior shifts more positively. This reflects restored consumer
confidence, release of pent-up demand, and improved real wage growth, all contributing to a
virtuous cycle of economic expansion .
Downside Scenario
In the downside scenario, the geopolitical and economic uncertainties materialize: the economic environment
deteriorates due to escalated geopolitical tensions, a deeper energy crisis, or a sharp tightening of financial
conditions. This scenario reflects a significant shock to the economy, resembling a severe recession.
-
GDP: GDP growth stalls in 2025-2026, undermined by political turmoil, fear of a debt crisis and
renewed geopolitical tensions affecting trade and energy prices. The persistent impact of high
interest rates weighs heavily on business investment, while weaker global demand, particularly from
key trading partners, hampers export growth.
-
Inflation: Inflation remains elevated 2025. This persistence stems from new energy price shocks
and continued supply chain disruptions. A rise in global commercial tensions, marked by the Trump
administration's aggressive trade policies and retaliatory tariffs, leads to higher import costs across
multiple sectors. A weaker euro further compounds these pressures by increasing import costs,
forcing the ECB to maintain a tighter monetary stance for longer.
-
Unemployment rate: Extended business uncertainty leads to delayed hiring decisions, while
accelerated automation in response to cost pressures displaces workers in traditional sectors.
Structural changes in key industries like retail and tourism create additional employment challenges.
-
Consumer Savings: Consumer caution intensifies, reflecting heightened economic uncertainty,
reduced real disposable income, and a general reluctance to make major purchasing decisions. The
combination of these factors creates a self-reinforcing cycle of weak demand and economic
stagnation.
Scenario weighting
Younited has taken a balanced approach in its scenario weighting, reflecting a rather cautious outlook for
economic recovery tempered by awareness of potential downside risks.
The scenario probability weightings applied in measuring ECL are as follows:
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As at December 31, 2024
Upside
Central
Downside
Scenario probability weighting
0%
50%
50%
Sensitivity of ECL to future economic conditions
Predicted relationships between the key indicators and default and loss rates of financial assets have been
considered based on analysing historical data over the past 10 years.
The ECL are sensitive to judgements and assumptions made regarding formulation of forward-looking
scenarios and how such scenarios are incorporated into the calculations. Management performs a sensitivity
analysis on the ECL recognized on material classes of its assets.
The table below shows the loss allowance for ECL on loans and advances to customers assuming each
forward-looking scenario (e.g. central, upside and downside) were weighted 100%. For ease of comparison,
the table also includes the probability-weighted amounts that are reflected in the financial statements.
As at December 31, 2024
Probability-
Upside
Central
Downside
(in € thousands)
weighted
Gross carrying amount
923,891
923,891
923,891
923,891
Loss allowance
(181,861)
(194,023)
(206,607)
(200,315)
Proportion of assets in Stage 2
16%
16%
16%
As at December 31, 2023
Probability-
Upside
Central
Downside
(in € thousands)
weighted
Gross carrying amount
1,078,309
1,078,309
1,078,309
1,078,309
Loss allowance
(239,878)
(254,972)
(270,760)
(262,866)
Proportion of assets in Stage 2
17%
17%
17%
Measurement of ECL
The key inputs into the measurement of ECL are the term structure of the following variables:
-
Probability of default (PD);
-
Loss given default (LGD); and
-
Exposure at default (EAD).
ECL for exposures in Stage 1 are calculated by multiplying the 12-month PD by LGD and EAD. ECL for
exposures in stage 2 are calculated by multiplying the lifetime PD by LGD and EAD. ECL for exposures in
stage 3 are calculated by multiplying LGD by EAD. The methodology for estimating PDs is discussed above
under the heading 'Generating the term structure of PD'.
LGD is the magnitude of the likely loss if there is a default. The Group estimates LGD parameters based on
the history of recovery rates of claims against defaulted counterparties. The LGD models consider the structure
and the seniority of the claim. LGD estimates are recalibrated for different economic scenarios. They are
calculated on a discounted cash flow basis using the effective interest rate as the discounting factor.
EAD represents the expected exposure in the event of a default. The Group derives the EAD from the current
exposure to the counterparty and potential changes to the current amount arising from amortisation. The EAD
of a financial asset is its gross carrying amount at the time of default.
As described above, and subject to using a maximum of a 12-month PD for Stage 1 financial assets, the Group
measures ECL considering the risk of default over the maximum contractual period over which it is exposed
to credit risk.
Loss allowance
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The following tables show reconciliations from the opening to the closing balance of the loss allowance by
class of financial instrument.
Loss allowance on loans and advances to customers at amortised cost
2024
(in € thousands)
Stage 1
Stage 2
Stage 3
Total
Loans and advances to customers at
amortised cost
Balance at January 1
9,851
16,159
80,664
106,674
Transfer to Stage 1
3 830
(3,241)
(589)
-
Transfer to Stage 2
(1,407)
1 921
(514)
-
Transfer to Stage 3
(875)
(4,704)
5 579
-
Financial assets that have been derecognized
(95)
(313)
(32,157)
(32,565)
New financial assets originated or purchased
2,546
662
995
4,204
o/w originated
2,546
662
995
4,204
o/w purchased
-
-
-
-
Net remeasurement of loss allowance
(4,803)
(1,978)
24,989
18,209
Balance at December 31
7,500
14,531
74,491
96,522
2023
(in € thousands)
Stage 1
Stage 2
Stage 3
Total
Loans and advances to customers at
amortised cost
Balance at January 1
12,047
21,266
45,839
79,152
Transfer to Stage 1
4 756
(4,512)
(243)
-
Transfer to Stage 2
(2,081)
2 798
(717)
-
Transfer to Stage 3
(1,202)
(7,052)
8 254
-
Financial assets that have been derecognized
196
(62)
(2,954)
(2,820)
New financial assets originated or purchased
5,232
2,595
1,438
9,265
o/w originated
4,834
1,904
418
7,156
o/w purchased
398
690
1,020
2,108
Net remeasurement of loss allowance
(7,624)
(7,639)
36,341
21,077
Balance at December 31
9,851
16,159
80,664
106,674
Loss allowance on loans and advances to customers at FVOCI
2024
(in € thousands)
Stage 1
Stage 2
Stage 3
Total
Loans and advances to customers at FVOCI
Balance at January 1
12,844
13,556
129,791
156,192
Transfer to Stage 1
2 587
(2,587)
-
-
Transfer to Stage 2
(1,083)
1 349
(266)
-
Transfer to Stage 3
(720)
(4,063)
4 783
-
Financial assets that have been derecognized
(1,355)
(148)
(81,949)
(83,452)
New financial assets originated or purchased
6,460
3,388
15,542
25,389
o/w originated
5,921
2,248
2,329
10,497
o/w purchased
539
1,140
13,213
14,892
Net remeasurement of loss allowance
(8,082)
(3,912)
17,659
5,665
Balance at December 31
9,867
12,884
81,043
103,794
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2023
(in € thousands)
Stage 1
Stage 2
Stage 3
Total
Loans and advances to customers at FVOCI
Balance at January 1
15,122
9,133
102,742
126,997
Transfer to Stage 1
3 587
(3,238)
(349)
-
Transfer to Stage 2
(2,191)
2 624
(433)
-
Transfer to Stage 3
(1,021)
(6,800)
7 820
-
Financial assets that have been derecognized
(1,316)
(3,122)
(2,121)
(6,559)
New financial assets originated or purchased
9,833
5,275
972
16,080
o/w originated
9,497
2,653
720
12,870
o/w purchased
336
2,622
252
3,210
Net remeasurement of loss allowance
(10,795)
2,271
28,198
19,674
Balance at December 31
12,844
13,556
129,791
156,192
The following table provides a reconciliation between:
-
amounts shown in the above tables reconciling opening and closing balances of loss allowance for
ECL per class of financial instrument; and
-
the 'impairment losses on financial instruments' line item in the consolidated statement of profit or
loss.
Twelve-month period ended December 31, 2024
Loans and advances to
Loans and advances to
(in € thousands)
customers at amortised cost
customers at FVOCI
Total
Derecognized financial assets
(32,565)
(83,452)
(116,017)
New financial assets originated
or purchased
18,209
5,665
23,874
Net remeasurement of loss
allowance
4,204
25,389
29,593
(10,152)
(52,398)
(62,550)
Write-offs
32,078
86,654
118,732
Non-performing loans
purchased
-
(9,680)
(9,680)
Impairment losses on financial
instrument
21,926
24,576
46,502
Twelve-month period ended December 31, 2023
Loans and advances to
Loans and advances to
(in € thousands)
customers at amortised cost
customers at FVOCI
Total
Derecognized financial assets
(2,820)
(6,559)
(9,378)
New financial assets originated
or purchased
9,265
16,080
25,345
Net remeasurement of loss
allowance
21,077
19,674
40,751
27,522
29,195
56,718
Write-offs
1,238
659
1,897
Non-performing loans purchased
-
(724)
(724)
Impairment losses on financial
instrument
28,760
29,130
57,890
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Credit-impaired financial assets
The following table sets out a reconciliation of changes in the net carrying amount of credit impaired loans and
advances to customers.
(in € thousands)
2024
2023
Credit-impaired loans and advances to customers at January 1 at
amortised cost
11,094
9,613
Net repayments
(593)
(346)
Disposals
(3,444)
(14)
Declassified as credit-impaired during the year
(1,067)
(622)
Classified as credit-impaired during the year
7,469
11,665
Change in ECL allowance
(2,758)
(9,202)
Credit-impaired loans and advances to customers
at December 31 at amortised cost
10,700
11,094
(in € thousands)
2024
2023
Credit-impaired loans and advances to customers at January 1 at
FVOCI
22,702
19,958
Net repayments
(861)
(2,151)
Disposals
(11,771)
(99)
Declassified as credit-impaired during the year
(1,133)
(879)
Classified as credit-impaired during the year
8,158
5,249
Net remeasurement of fair value
(2,296)
624
Credit-impaired loans and advances to customers at December
31at FVOCI
14,800
22,702
4.1.3 Concentration of credit risk
The Group monitors concentrations of credit risk by customer profiles and by geography. An analysis of
concentrations of credit risk from loans and advances to customers is shown below.
As at December 31,
(in € thousands)
2024
2023
Net carrying amount
733,038
816,634
Concentration by sector
Retail (unsecured)
733,038
816,634
Concentration by location
France
266,828
197,266
Italy
191,007
278,270
Spain
115,642
142,506
Portugal
70,288
78,030
Germany
89,273
120,562
733,038
816,634
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An analysis of concentration of credit risk from cash and cash equivalents is presented below.
As at December 31,
(in € thousands)
2024
2023
Line items included in Cash and Cash equivalents
Cash, due from central banks
193,433
236,756
Loans and advances to financial institutions
83,413
73,525
Total Cash and Cash equivalents
276,846
310,281
Concentration by location
France
258,450
310,281
Other
18,396
-
276,846
310,281
4.2 Liquidity risk
For information on the Group's "Financial risk management framework", see Note 23.
4.2.1 Exposure to liquidity risk
The key measure used by the Group for managing liquidity risk is the coverage of net liquid assets to deposits
from customers and short-term funding. For this purpose, 'net liquid assets' includes cash and cash equivalents
and investment-grade debt securities for which there is an active and liquid market. 'Deposits from customers
and short-term funding' includes deposits from banks, customers, other borrowings and commitments maturing
within the next month.
Details of the reported Group net liquid assets at the reporting date and during the reporting period were as
follows:
As at December 31,
(in € thousands)
2024
2023
At closing
276,846
310,281
Average for the year
264,552
249,923
Maximum for the year
352,479
310,281
Minimum for the year
178,410
137,922
The coverage in amounts is detailed in the note thereafter.
YOUNITED FINANCIAL
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4.2.2 Maturity analysis for financial liabilities and financial assets
The following tables set out the remaining contractual maturities of the Group's financial liabilities and financial
assets.
As at December 31, 2024
Gross
Less
More
Carrying
1 - 3
3 months
1 - 5
nominal
than 1
than 5
amount
months
- 1 year
years
inflow
month
years
(in € thousands)
Financial assets
Cash, due from
central banks
193,433
193,433
193,433
-
-
-
-
Financial assets at
FVTPL
86,837
86,837
86,837
-
-
-
-
Loans and
advances to
financial
institutions
83,413
83,413
83,413
-
-
-
-
Loans and
advances to
customers
733,038
810,468
28,432
58,233
223,452
474,818
25,534
Other assets
81,870
84,905
1,791
15,417
33,961
33,654
82
Incl. Contract
assets
41,270
44,304
1,360
2,719
12,236
27,908
82
Total
1,178,591
1,259,056
393,906
73,650
257,413
508,472
25,616
Financial liabilities
Financial liabilities
at FVTPL
12,181
12,181
12,181
-
-
-
-
Loans from
financial
institutions
60,611
65,480
1,585
3,125
13,119
47,652
-
Deposits from
deposit holders
832,722
860,465
15,107
177,503
326,203
341,651
-
Other liabilities
79,846
80,202
44,586
24,171
1,950
9,495
-
Incl. Lease
liabilities
13,005
13,361
954
962
1,950
9,495
-
Total
985,360
1,018,327
73,459
204,799
341,271
398,798
-
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As at December 31, 2023
Gross
Less
3
More
Carrying
1 - 3
1 - 5
nominal
than 1
months
than 5
amount
months
years
(in € thousands)
inflow
month
- 1 year
years
Financial assets
Cash, due from
central banks
236,756
236,756
236,756
-
-
-
-
Financial assets at
FVTPL
135,403
135,403
135,403
-
-
-
-
Loans and advances
to financial
institutions
73,525
73,525
73,525
-
-
-
-
Loans and advances
to customers
816,634
911,933
28,907
58,580
231,093
554,296
39,057
Other assets
85,537
87,819
1,547
16,943
30,366
38,856
106
Incl. Contract
assets
48,457
50,739
1,368
2,737
12,316
34,317
-
Total
1,347,854
1,445,434
476,137
75,523
261,459
593,152
39,163
Financial liabilities
Financial liabilities
at FVTPL
-
-
-
-
-
-
-
Loans from financial
institutions
60,033
65,730
1,219
2,429
10,742
51,340
-
Deposits from
deposit holders
1,126,252
1,165,616
9,901
101,472
503,098
551,145
-
Other liabilities
68,840
69,394
34,740
19,843
2,004
12,807
-
Incl. Lease
liabilities
16,133
16,687
927
949
2,004
12,807
-
Total
1,255,125
1,300,740
45,860
123,744
515,844
615,292
-
The amounts stated above relates to financial instruments and have been compiled based on their
undiscounted cashflows.
The Group's expected cash flows on some financial assets and financial liabilities vary significantly from the
contractual cash flows. The principal differences are as follows:
-
Loans and advances to customers have an original contractual maturity of between 5 and 7 years
but an average duration of less than two years because customers take advantage of early
repayment options.
-
Subscription rate of insurance contracts, extinguishment of insurance contracts and early repayment
on loans behaviour of consumers have impacts on the timing and magnitude of contractual cash
flows of insurance brokerage fees.
The following table sets out the carrying amounts of financial assets and financial liabilities expected to be
recovered or settled less than 12 months after the reporting date.
YOUNITED FINANCIAL
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As at December 31,
(in € thousands)
2024
2023
Financial assets
Cash, due from central banks
193,433
236,756
Financial assets at FVTPL
86,837
135,403
Loans and advances to financial institutions
83,413
73,525
Loans and advances to customers
310,117
311,020
Other assets
51,169
48,667
Incl. Contract assets
16,314
16,233
Total
724,968
805,370
Financial liabilities
Financial liabilities at FVTPL
12,181
-
Deposits from financial institutions
18,662
14,390
Deposits from deposit holders
518,813
614,471
Other liabilities
64,008
53,534
Incl. Lease liabilities
3,698
3,667
Total
613,664
682,395
The following table sets out the carrying amounts of financial assets and financial liabilities expected to be
recovered or settled more than 12 months after the reporting date.
As at December 31,
(in € thousands)
2024
2023
Financial assets
Loans and advances to customers
422,921
505,614
Other assets
30,702
36,870
Incl. Contract assets
24,956
32,224
Total
453,623
542,484
Financial liabilities
Deposits from financial institutions
41,949
45,643
Deposits from deposit holders
313,909
511,781
Other liabilities
15,838
15,306
Incl. Lease liabilities
9,307
12,466
Total
371,696
572,730
4.2.3 Liquidity reserves
As part of the management of liquidity risk arising from financial liabilities, the Group holds at all times enough
liquid assets comprising cash and cash equivalents, which can be readily sold to meet liquidity requirements
to cover a short-term stressed outflows scenario. In addition, the Group maintains agreed and committed lines
of credit with other banks and holds unencumbered assets eligible for use as collateral for drawing on those
credit lines (these amounts are referred to as the 'Group's liquidity reserves').
The following table sets out the components of the Group's liquidity reserves.
YOUNITED FINANCIAL
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Liquidity reserves
As at December 31,
2024
2023
Carrying
Carrying
Fair value
Fair value
amount
amount
(in € thousands)
Cash, due from central banks
193,433
193,433
236,756
236,756
Loans and advances to financial institutions
83,413
83,413
73,525
73,525
Undrawn credit lines granted
74,480
74,480
55,010
55,010
Other assets eligible to HQLA
28,633
28,633
27,805
27,805
Total liquidity reserves
379,960
379,960
393,095
393,095
(1) High Quality Liquid Assets
4.3 Market risk
For the definition of market risk and information on how the Group manages the market risks, see Note 23
"Financial Risk Management - Market risk".
The sole type of market risk to which the Group is exposed is the interest rate risk. The Group is not exposed
to any customer concentration risk and the countries in which it operates are deemed politically stable.
Loans and advances to customers at amortised costs are at a fixed interest rate. Prepayment penalties are
designed to cover the unpaid interest over the remaining maturity of the loan at the time of prepayment, which
consequently prevents arbitrage opportunities in case of interest rate fluctuations. Deposits from deposit
holders also are at fixed interest rate, although with no option for early repayment.
Given the information above, the Group considers that loans and advances to customers at amortised cost
and deposits from deposit holders are not subject to material interest rate risk.
The following table sets out the allocation of assets and liabilities subject to interest rate risk:
As at December 31,
(in € thousands)
2024
2023
Assets
Financial assets at FVTPL
86,837
135,403
Loans and advances to customers at FVOCI
458,150
477,287
Loans and advances to customers at amortized cost
274,888
339,347
Total
819,875
612,690
Liabilities
Financial liabilities at FVTPL
12,181
-
Total
12,181
-
Financial assets at FVTPL are investment securities which consist of shares of HQLA fund and securitisation
fund. The shares issued by these securitisation funds are redeemable within the next 7 business days following
their issuance. Exposure to interest rate risk is therefore minor.
A sensitivity analysis regarding loans and advances to customers at FVOCI is disclosed in note 6.
YOUNITED FINANCIAL
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4.4 Capital management
The Autorité de Contrôle Prudentiel et de Résolution ('ACPR'), Younited S.A.'s lead regulator, sets and
monitors capital requirements for the Group.
The ACPR adopted the Basel III capital requirements with effect from 1 January 2015. Younited S.A. reports
to the ACPR on the basis of Younited S.A. statutory financial statements under French generally accepted
accounting principles.
Younited S.A. uses the Standard Approach (SA) for the evaluation of its risk-weighted assets for credit risk
and its operational risk obligations.
Younited S.A.'s regulatory capital consists only of Common Equity Tier 1 capital. The later includes ordinary
share capital, related share premiums, retained earnings and reserves after adjustment for dividends proposed
after the year end and deductions for intangible assets and other regulatory adjustments relating to items that
are included in equity but are treated differently for capital adequacy purposes.
The lead regulator's approach to the measurement of capital adequacy is primarily based on monitoring the
relationship of the capital resources requirement to available capital resources. The lead regulator sets Pillar
2 Guidance (P2G) and Pillar 2 Requirements (P2R) for each bank and banking group in excess of the minimum
capital resources requirement of 8%. The P2G is determined by the combination of a quantitative stress-test
that is reviewed and adapted during a process determined by the European Banking Authority (EBA) and the
P2R is the result of the SREP ("Supervisory Review and Evaluation Process") as evaluated and reviewed by
the ACPR.
Note 5
Operating segments
Pursuant to IFRS 8, operating segments are components of a group for which discrete financial information
is available and whose operating results are regularly reviewed by the chief operating decision maker
("CODM") to assess performance and allocate resources.
According to IFRS 8, segment information is based on internal management information used by the Board of
Directors, the Group's operating decision-maker. The Group is managed on a basis reflecting its global activity
which is then classified as a single operating segment.
The table below sets out a breakdown of assets and liabilities of the Group by country. Such breakdown is not
representative of segment information and only corresponds to geographical areas where our branches are
located.
YOUNITED FINANCIAL
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As at December 31,
(in € thousands)
2024
2023
Assets
France
698,558
745,799
Italy
212,379
295,264
Spain
125,810
151,077
Germany
71,634
122,497
Portugal
97,671
84,336
Others
18,396
-
TOTAL ASSETS
1,224,448
1,398,973
Liabilities
France
(943,872)
(1,245,488)
Italy
(11,147)
(9,432)
Spain
(2,525)
(2,072)
Germany
(2,186)
3,164
Portugal
4,023
(1,763)
Others
(30,268)
-
TOTAL LIABILITIES
(985,975)
(1,255,591)
The table below sets out a breakdown of revenue of the Group by country. Such breakdown is not
representative of segment information and only corresponds to geographical areas where our branches are
located.
As at December 31,
(in € thousands)
2024
2023
France
45,227
46,418
Italy
24,493
29,658
Spain
13,705
14,993
Germany
6,511
3,652
Portugal
4,479
7,033
Others
256
-
Total Revenue
94,671
101,755
Including Income from other activities
45,563
42,886
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Note 6
Fair value of financial instruments
6.1 Determining fair value of financial instruments
IFRS 13 'Fair-value measurement' defines fair value as "the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date".
At initial recognition of a financial asset or liability, its fair value is assumed to be the transaction price.
During subsequent measurements, the standard recommends giving priority to quoted prices in active markets
to determine the fair value of a financial asset or liability, or, if these data are not available, to valuation
techniques based on observable market inputs.
An active market is defined as one in which transactions take place for the asset or liability with sufficient
frequency and trading volume to provide continuous price information. In application of this definition, a market
will be considered as active if the prices are easily and regularly available from a stock market, broker, trader,
negotiator or regulatory agency, and if these prices represent actual and regular transactions on the market
under normal competitive conditions.
In the absence of an active market, the most commonly used valuation techniques include reference to recent
transactions in a normal market context, the fair values of similar instruments, discounted cash flow models
and option pricing models, or the use of internal models in the case of valuations based on meaningful
unobservable inputs of the value of the instruments concerned.
For the needs of financial reporting, IFRS 13 'Fair-value measurement' introduces a three-level fair value
hierarchy, based on the decreasing order of observability of the values and parameters used for valuation.
Some instruments can use inputs available at several levels, in which case the fair value measurement is
categorised at the lowest level input that is significant to the entire measurement, based on the application of
judgment.
Level 1: fair value is determined using quoted prices in an active market that are immediately accessible and
directly usable.
Level 2: the instruments are measured using valuation techniques whose significant inputs are observable on
the markets, directly (prices) or indirectly (derived from prices).
Level 3: this level includes the instruments valued on the basis of significant parameters that are not
observable on the markets, for example in the absence of liquidity of the instrument, risks inherent in
measurement model or in the inputs used. Unobservable inputs shall be the subject of internal assumptions
that best reflect the assumptions that market participants would use when pricing the asset or liability.
Developing these assumptions calls for judgment.
Investment securities measured at FVTPL are ranked level 1, while loans and advances to customers are
categorised in level 3.
The following table provides the breakdown of financial instruments measured at fair value at each reporting
date, by their level in the fair value hierarchy. The amounts are based on the values recorded in the
consolidated statement of financial position.
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As of December 31, 2024
Level 1
Level 3
Total
(in € thousands)
Loans and advances to customers at FVOCI
Retail customers
-
458,150
458,150
Financial assets at FVTPL
Financial assets at FVTPL
86,837
-
86,837
Financial liabilities at FVTPL
Public warrants
-
5,883
5,883
Sponsor warrants
-
6,298
6,298
Total
86,837
470,331
557,168
As of December 31, 2023
Level 1
Level 3
Total
(in € thousands)
Loans and advances to customers at FVOCI
Retail customers
-
477,287
477,287
Financial assets at FVTPL
Financial assets at FVTPL
135,403
-
135,403
Total
135,403
477,287
612,690
Financial assets not measured at fair value and included in captions Cash due from Central Banks, Loans and
advances to financial institutions and other assets consist of short-term instruments which fair value
approximate their net carrying amount due to their short-term nature.
6.2 Level 3 fair value measurements
6.2.1 Reconciliation
The following table shows a reconciliation from the beginning to the ending balances of financial instruments
measured at fair value:
2024
Loans and
Financial
advances to
liabilities at
Total
customers at
FVTPL
(in € thousands)
FVOCI
Balance at January 1
477,287
-
477,287
Amortisation and Depreciation
(165,593)
-
(165,593)
Originated or purchased
230,184
12,181
242,365
Derecognized
(92,009)
-
(92,009)
FV remeasurement
8,281
-
8,281
Balance at December 31
458,150
12,181
470,331
Total gains or losses recognized in profit or
loss
(2,898)
-
(2,898)
Net change in FVOCI
8,281
-
8,281
YOUNITED FINANCIAL
31
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
2023
Loans and
Financial
advances to
liabilities at
Total
customers at
FVTPL
(in € thousands)
FVOCI
Balance at January 1
566,425
-
566,425
Amortisation and Depreciation
(222,366)
-
(222,366)
Originated or purchased
229,082
-
229,082
Derecognized
(117,196)
-
(117,196)
FV remeasurement
21,342
-
21,342
Balance at December 31
477,287
-
477,287
Total gains or losses recognized in profit or
loss
5,318
-
5,318
Net change in FVOCI
16,024
-
16,024
6.2.2 Unobservable inputs used in measuring fair value
The following table sets out information about significant unobservable inputs in measuring financial
instruments categorised as Level 3 in the fair value hierarchy:
As at December 31, 2024
Significant
unobservable
Effect on OCI
Effect on P&L
Sensitivity
Valuation
Value
input
performed
method
Upward Downward Upward Downward
Credit risk-
Loans and
+/- 100
Discounted
adjusted
6.4%
6,775
(6,539)
-
-
advances to
bps
cash flow
discount rate
customers at
FVOCI
Total
6,775
(6,539)
-
-
Underlying
Black-
6.43
-
-
1,991
(1,836)
+/- 5%
FV
scholes
Financial liabilities
Option
Unlevered
28.7%
-
-
887
(899)
+/- 1pp
at FVTPL
volatility
Pricing
Model
Total
-
-
2,878
(2,734)
Total
6,775
(6,539)
2,878
(2,734)
As at December 31, 2023
Significant
unobservable
Effect on OCI
Effect on P&L
Sensitivity
Valuation
Value
input
performed
method
Upward Downward Upward Downward
December 31,
2023
Loans and
Credit risk-
advances to
Discounted
+/- 100
adjusted
7.0%
7,597
(6,982)
-
-
customers at
cash flow
bps
discount rate
FVOCI
Total
7,597
(6,982)
-
-
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6.3 Financial instruments not measured at fair value
The following table sets out the fair values of financial instruments not measured at fair value and analyses
them by the level in the fair value hierarchy in which each fair value measurement is categorised:
As at December 31, 2024
Total
Valuation
Significant
Total fair
Level 3
carrying
technique
unobservable input
value
(in € thousands)
amount
Assets
Loans and advances to
Discounted
Credit risk-adjusted
customers at amortized
274,913
274,913
274,888
cash flow
discount rate
cost
Liabilities
Loans and deposits from
Discounted
Discount rate
60,611
60,611
60,611
financial institutions
cash flow
Deposits from deposit
Discounted
Discount rate
836,878
836,878
832,722
holders
cash flow
As at December 31, 2023
Total
Valuation
Significant
Total fair
Level 3
carrying
technique
unobservable input
value
(in € thousands)
amount
Assets
Loans and advances to
Discounted
Credit risk-adjusted
customers at amortized
334,084
334,084
339,347
cash flow
discount rate
costF
Liabilities
Loans and deposits from
Discounted
Credit risk-adjusted
60,033
60,033
60,033
financial institutions
cash flow
discount rate
Deposits from deposit
Discounted
Discount rate
1,163,485
1,163,485
1,126,252
holders
cash flow
Note 7
Net interest income
Interest income and expense are accounted for in profit or loss for all the financial instruments measured at
amortized cost and fair value through recyclable equity, using the effective interest rate method.
The "effective interest rate" is the rate that exactly discounts estimated future cash payments or receipts
through the expected life of the financial instrument in such a way as to obtain the gross carrying amount (or
amortized cost) of the financial asset (or liability).
The calculation of this rate takes into account of all the contractual terms of the financial instrument (e.g. early
repayment options, extension options, etc.) and includes all the commissions and costs received or paid that
are by nature an integral part of the effective rate, together with transaction costs, premiums, or discounts.
In the particular case of purchased or originated credit-impaired financial assets, the effective interest rate
also takes into account the expected credit losses in estimations of future cash flows.
YOUNITED FINANCIAL
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The tables below set out the breakdown of interest income and expense by underlying type of financial
instruments:
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Interest income
Cash, due from central banks
8,834
6,564
Financial assets measured at amortised cost
34,978
32,290
Financial assets measured at FVOCI
30,000
44,627
Total interest income
73,813
83,481
Interest expense
Financial liabilities measured at amortised cost
(30,437)
(22,092)
Total interest expense
(30,437)
(22,092)
Net interest income
43,375
61,389
Note 8
Net income from financial instruments at FVTPL
Income from financial instruments measured at fair value through profit or loss includes (i) changes in fair
value recognized in profit or loss as they arise (ii) interest income accrued on debt instruments measured at
FVTPL, (iii) dividends received on equity instruments measured at FVTPL, recognized in profit or loss when
the Group's right to receive payment is established and (iv) realized gains and losses on disposal of these
financial instruments.
Fair value changes are measured in accordance with IFRS 13 'Fair-value measurement' as detailed in Note
6.
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Net income from financial instruments mandatorily measured at
FVTPL
Financial assets at FVTPL:
2,835
2,799
Shares in securitisation funds (SPV shares)
2,638
2,471
HQLA
197
327
Note 9
Revenue from contracts with customers
Income from other activities
Income from other activities is measured based on the consideration specified in a contract with a customer.
The Group recognises revenue when it transfers control over a service to a customer.
The following table provides information about the nature and timing of the satisfaction of performance
obligations in contracts with customers, including significant payment terms, and the related revenue
YOUNITED FINANCIAL
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
recognition policies.
Nature and timing of satisfaction of
Type of
Revenue recognition policies
performance obligations, including
service
under IFRS 15
significant payment terms
The Group sells access to the Younited
Credit platform to its B2B partners allowing
Revenue from "Access to the
them to provide credit offers to their clients.
platform" is recognized over time
as the services are provided.
Access to
Such service is paid by the partners either
the platform
through a license fee or through a
Revenue related to transactions is
transaction-based fee corresponding to a
recognized point in time when the
percentage of the credit sold by the
transaction takes place.
partner.
As part of the access to the Younited Credit
platform to its B2B partners, the Group
provides professional services surrounding
Revenue from "Professional
Professional
personalisation of the platform and/or
services" is recognized point in
services
specific request to develop features to the
time or over the duration of the
platform. Such services are invoiced on an
services delivered.
individual basis as the services are
delivered.
The Group offers insurance distribution
services whereby it acts as an intermediary
distributor between customers and an
Revenue from "Insurance
insurance Group to sell insurance coverage
distribution services" is recognized
Insurance
of the corresponding loans originated.
point in time as the brokerage
distribution
Younited does not assume any insurance
services are performed at the
like risk. The Group receives fees as a
inception of the loan contract.
fixed percentage of monthly premium
payments as well as a portion of insurance
profit sharing from the insurance company.
Leads sales consist in sales of leads to
Revenue from "Leads sales" is
Leads sales
other financial institutions as Younited does
recognized point in time when the
not cover this segment.
transaction takes place.
Income from subletting consists of renting a
part of the building that is not used by
Revenue from "Sub-rent income"
Sub-rent
Younited. As Younited retains substantially
is recognized over time on the
income
all the risks and rewards of the leased
lease duration contract.
asset, the lease can be classified as an
operating lease.
The group provides asset management
Revenue from "SPV management"
services. Such fees are calculated based
is recognized over time on a
Asset
on a fixed percentage of the value of
straight-line basis as the service is
management
assets managed.
provided
Trade receivables and Contract assets
The timing of income recognition may differ from the timing of customer invoicing. Receivables represent an
unconditional right to receive the contractual consideration. On the other hand, contract assets refer to
revenue amounts recognized under IFRS 15 'Revenue from contracts with customers' but for which the right
to the contractual consideration is not yet acquired. Trade receivables and contract assets are included in
the Other assets line item in the consolidated statement of financial position.
9.1 Breakdown by type of service
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Access to the platform
12,112
7,525
Professional services
1,200
624
Insurance distribution
13,046
18,943
Leads sales
5,986
7,059
Sub-rent income
3,103
2,033
Asset management
4,868
4,323
Other
5,249
2,378
Total Income from other activities
45,563
42,886
9.2 Trade receivables and contract assets
As at December 31,
(in € thousands)
2024
2023
Trade receivables
15,732
16,044
Contract assets
41,270
48,563
Note 10
Personnel expense
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Wages and salaries
(25,105)
(25,260)
Social security contributions
(10,928)
(8,480)
Equity-settled share-based expenses(1)
(1,772)
(2,882)
Expenses related to post-employment defined benefit plans
(47)
(45)
Total Personnel Expense
(37,851)
(36,667)
(1) Equity settled share-based expenses are covered in Note 12.
10.1 Wages and salaries and social security contributions
Salaries and social expenses
Salaries and social expenses include all remuneration paid to employees during the period, together with the
related social security contributions. Personnel expenses are recognized in profit or loss as incurred. They
include wages, salaries, bonuses, paid leave, and other short-term employee benefits. Social security
contributions are recognized based on remuneration incurred and in accordance with the legal and contractual
obligations applicable in each jurisdiction where the Group operates. Paid leave and other short-term
employee benefits are accounted for using the accrual method and recognized as a liability when they are due
but not yet settled at the reporting date.
Wages and salaries expenses amounted to €25,105 thousands for the year ended December 31, 2024 as
compared to €25,260 for the year ended December 31, 2023. Social security contributions amounted to
YOUNITED FINANCIAL
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
€10,928 for the year ended December 31, 2024 as compared to €8,480 for the year ended December 31,
2023.
10.2 Defined benefit plans
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the
amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as
a result of past service provided by the employee and the obligation can be estimated reliably.
The Group's net obligation under its sole defined benefit plan is calculated by estimating the amount of future
benefit that employees have earned in the current and prior periods, discounting that amount.
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected
unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is
limited to the present value of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan. To calculate the present value of economic benefits,
consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, and the effect
of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the
net interest expense on the net defined benefit liability for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit
liability, taking into account any changes in the net defined benefit liability during the period as benefit
payments. Net interest expense and other expenses related to defined benefit plans are recognized in
personnel expenses in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates
to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group
recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
The following table shows a reconciliation from the opening balances to the closing balances for the net defined
benefit liability and its components.
(in € thousands)
2024
2023
Evolution of employee benefits liability
As of January 1
(180)
(109)
Service cost
(47)
(45)
Interest expense
(6)
(4)
Actuarial gains or losses
48
(22)
As at December 31
(185)
(180)
Charge included in consolidated statement of profit or loss
Service cost
(47)
(45)
Interest expense
(6)
(4)
Expense for the year
(53)
(49)
Included in other comprehensive income
Effect of changes in financial assumptions
48
(22)
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
As at December 31,
2024
2023
Discount rate
3.4%
3.2%
Future salary growth
5%
5%
Retirement age
65 ans
65 ans
Mortality table
TH/F 00-02
TH/F 00-02
Note 11
Other operating expenses
Other operating expenses
Other operating expenses are recognized in profit or loss when incurred. They include external services, fees,
travel expenses, communication costs, office expenses, rental costs (when not accounted for as leases under
IFRS 16 'Leases'), insurance premiums, and other operational costs.
Expenses are recorded on an accrual basis, reflecting the consumption of services or the benefit received
during the period.
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
General administrative expenses
(33,790)
(31,599)
Software licensing and other IT costs
(1,235)
(2,166)
Other expenses
(1,061)
(632)
Listing expense(1)
(29,934)
-
Total
(66,020)
(34,397)
(1) Listing expense is detailed in Note 3.
Note 12
Share-based payments arrangements
Share-based payments arrangements
In accordance with IFRS 2 'Share-based payment', equity share-based payments are measured at the fair
value of the equity instruments granted at the grant date. The fair value is determined using appropriate
valuation models, taking into account the terms and conditions of the grant.
The fair value of the share-based payment is recognized as an expense in the income statement over the
vesting period when the service or performance conditions are fulfilled, with a corresponding increase in
equity. For share-based payments granted to non-employees, the expense is recognized over the period in
which the services are rendered or as the Group receives the benefit.
At each reporting date, the Group reassesses its estimates of the number of instruments expected to vest,
and any adjustments are recognized in profit or loss over the remaining vesting period.
YOUNITED FINANCIAL
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition or a non-vesting condition.
Cash-settled share-based payment arrangements, if any, are measured at fair value at each reporting date,
with the corresponding liability recognized in the balance sheet and changes in fair value recognized in profit
or loss.
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Management incentive plan
(1,055)
-
Listing expense(1)
(29,934)
-
Management incentive plans prior to the closing
(717)
(2,882)
Total
(31,706)
(2,882)
(1) Listing expense is detailed in Note 3
12.1 Reconciliation of equity-settled share-based payments awards
Below is the reconciliation of the free share awards for the years ended December 31, 2024 and 2023. Fair
value is measured at grant date of the instrument.
2024
2023
Weighted
Total FV
Weighted
Total FV
Number
Number
average
(in €
average
(in €
of Awards
of Awards
FV (in €)
thousand)
FV (in €)
thousand)
Outstanding at January 1
57,223
80.9
4,630
36,352
262.4
9,537
Granted during the year
708,625
3.1
2,225
39,855
1.0
40
Exercised during the year
(25,668)
179.2
(4,599)
(18,598)
260.5
(4,845)
Forfeited during the year
(36,259)
1.0
(36)
(386)
264.3
(102)
Outstanding at December 31
703,921
3.2
2,220
57,223
80.9
4,630
Below is the reconciliation of the option awards for the years ended December 31, 2024 and 2023.
2024
2023
Weighted
Weighted
Number of
Number of
average exercice
average exercice
options
options
price
price
Outstanding at January 1
133,048
194.7
134,469
194.5
Granted during the year
-
-
-
-
Exercised during the year
-
-
(263)
106.4
Forfeited during the year
(133,048)
194.7
(1,158)
192.2
Outstanding at December 31
-
-
133,048
194.7
12.2 Management incentive plan
YOUNITED FINANCIAL
39
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
The Group has implemented a share-based compensation plan under which eligible employees receive free
share awards. A portion of these awards vests 12 months after the grant date without any performance or
service conditions, while the remainer consists of Class C Shares. The conversion of Class C Shares into
Company Ordinary Shares is contingent on (i) achieving performance market conditions (€10, €13, and €16
for Class C1, Class C2, and Class C3, respectively) within the 36 months post-closing, and (ii) on a service
condition as beneficiaries must have been continuously employed at the time the market condition is satisfied.
Under IFRS 2 'Share-based payment' the management incentive plan is classified as an equity-settled share-
based payment as settlement occurs in shares of the Company rather than in cash.
The Management Incentive Plan represents a total of 356,784 Company Ordinary Shares and 1,084,892 Class
C Shares, of which 160,509 Ordinary Shares and 543,412 Class C Shares (ow. 25% of Class C1, 25% of
Class C2 and 50% of Class C3) were granted by the Board of Directors held December 19, 2024. The fair
value of the consideration granted by the Board of Directors was determined by an independent valuation
specialist at €6.43 per Ordinary Share and €2.81, €2.24, and €1.85 per Class C1, Class C2, and Class C3
Shares, respectively. This results in an overall share-based payment of €2,220 thousand.
The Ordinary Shares are considered fully vested at grant, as no performance or service conditions apply
whereas the estimated vesting periods for each Class C Share category have been determined based on the
expected time for satisfaction of performance conditions as set out in the workings performed by the
independent valuation specialist. The vesting period is estimated at 1.29 years for Class C1 Shares, 1.56 years
for Class C2 Shares, and 1.78 years for Class C3 Shares.
Ordinary
Class C-1
Class C-2
Class C-3
Shares
Grant date
12/19/2024
12/19/2024
12/19/2024
12/19/2024
Number of instruments granted
160,509
136,029
136,029
271,354
Number of instruments received
-
-
-
-
Number of instruments forfeited
-
-
-
-
Vesting period (years)
1.00
1.29
1.56
1.78
Conservation period
N/A
N/A
N/A
N/A
Fair value at grant date (€)
6.43
2.81
2.24
1.85
The table below reflect the expense included in the financial statements regarding the plan:
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
Management incentive plan
(1,055)
-
Total
(1,055)
-
Valuation assumptions used to develop the estimate are detailed below:
Class C-1
Class C-2
Class C-3
Grant date
12/19/2024
12/19/2024
12/19/2024
Monte Carlo
Monte Carlo
Monte Carlo
Valuation method
Risk free rate (%)
2.30%
2.30%
2.30%
Vesting period (years)
1.29
1.56
1.78
Unlevered volatility (%)
28.70%
28.70%
28.70%
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
12.3 Management incentive plans granted before the Closing Date
The table below details the plans that were in place at the closing date:
AGA 2022-1
AGA 2022-2
AGA 2022-3
AGA 2023
AGA 2024
Grant date
1/26/2022
4/28/2022
9/22/2022
11/23/2023
3/29/2024
Number of instruments granted
2,845
12,976
2,175
39,855
4,704
Number of instruments received
2,758
12,535
2,075
8,300
-
Number of instruments forfeited
87
441
100
31,555
4,704
Vesting period (years)
2 years
2 years
2 years
1 year
1 year
Conservation period
-
-
-
1 year
1 year
Fair value at grant date (€)
264.30
264.30
264.30
1.00
1.00
Pursuant to the BCA, these share-based payment plans were cancelled, and all unvested instruments as of
the closing date were forfeited. In accordance with IFRS 2 'Share-based payment', such cancellation resulted
in the accelerated recognition of the remaining expense, which was fully recognized in the consolidated
statement of profit or loss at the cancellation date.
The table below details the plans that were in place as at December 31, 2023:
AGA 2021
AGA 2022-1
AGA 2022-2
AGA 2022-3
AGA 2023
Grant date
5/03/2021
1/26/2022
4/28/2022
9/22/2022
11/23/2023
Number of instruments granted
21,400
2,845
12,976
2,175
39,855
Number of instruments received
18,598
2,758
12,535
-
-
Number of instruments forfeited
2,802
87
441
100
435
Vesting period (years)
2 years
2 years
2 years
2 years
1 year
Conservation period
-
-
-
-
1 year
Fair value at grant date (€)
260.50
264.30
264.30
264.30
1.00
The table below shows the expense recognized in the financial statements for these plans.
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
AGA 2024
(3)
-
AGA 2023
(31)
(4)
AGA 2022-3
(181)
(250)
AGA 2022-2
(479)
(1,490)
AGA 2022-1
(22)
(327)
AGA 2021
-
(812)
Total
(717)
(2,882)
Note 13
Income taxes
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent
of items recognized directly in equity.
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Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and
any adjustments to the tax payable or receivable in respect of previous years.
The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid
or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted
at the reporting date.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognized for:
-
Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss;
-
Temporary differences related to investments in subsidiaries to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not
reverse in the foreseeable future; and
-
Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary
differences to the extent that it is probable that future taxable profits will be available against which they can
be used. Future taxable profits are determined based on the reversal of relevant taxable temporary
differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset
in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered,
based on business plans for individual branches of the Group.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that
it has become probable that taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when
they reverse, using tax rates enacted at the reporting date, and reflects uncertainty related to income taxes,
if there is any.
The measurement of deferred tax reflects the tax consequences that would follow from the way the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if the following criteria are met:
-
The entity has a legally enforceable right to offset current tax assets and liabilities;
-
The deferred tax assets and liabilities relate to income tax levied by the same tax authority on the
same taxable entity, or on different taxable entities which intend to settle current tax assets and
liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously in each
period in which significant amounts of deferred tax assets or liabilities are expected to be settled or
recovered.
13.1 Amounts recognized in profit or loss
Twelve-month period ended
December 31,
YOUNITED FINANCIAL
42
Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
(in € thousands)
2024
2023
Current year
(466)
(799)
Current tax expense
(466)
(799)
13.2 Reconciliation of effective tax rate
As at December 31,
2024
2023
(in € thousands)
Loss for the year
(82,973)
(48,881)
Statutory tax rate in France
25.8%
25.8%
Theoretical income tax benefit (expenses)
21,407
12,623
Reconciliation between the theoretical tax rate and the effective tax
rate
Effect of tax rates in foreign jurisdictions
521
840
Tax effect of:
Unrecognized deferred tax assets
(13,741)
(12,719)
Permanent differences
(8,713)
(1,543)
French CVAE
(211)
(284)
Portugal Taxes
(255)
(515)
Share-based expenses
(8,189)
(744)
Other
2
Total income tax expense
(466)
(799)
0.9%
Effective tax rate
1.6%
13.3 Unrecognized deferred tax assets
As at December 31,
2024
2023
(in € thousands)
Gross amount
Tax effect
Gross amount
Tax effect
Tax losses - France
146,978
37,957
117,696
30,395
Tax losses - Italy
64,850
17,834
46,097
12,677
Tax losses - Spain
40,030
12,009
33,313
9,994
Tax losses - Germany
27,658
8,277
27,658
8,277
Tax losses - Portugal
1,946
409
-
-
Tax losses - Luxembourg
18,668
4,667
-
-
Total
300,129
81,152
224,764
61,343
Losses incurred in Luxembourg can be carried forward for up to 17 years, with 2024 being the first year in
which losses were recognized in this jurisdiction. In Spain, tax loss carryforwards may be offset within a 30-
year period. In all other countries, tax losses can be carried forward indefinitely.
YOUNITED FINANCIAL
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Not named
YOUNITED FINANCIAL – Consolidated Financial Statements 2024
The company is part of a group that is within the scope of the OECD Pillar Two model rules. Pillar Two
legislation was enacted in Luxembourg, the jurisdiction in which the company is incorporated, which has come
into effect for fiscal years starting on or after December 31, 2023.
Since the Pillar Two legislation was not effective at the closing date of the financial year, the entity has no
related current tax exposure. The entity applies the exception to recognizing and disclosing information about
deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS
12 issued in May 2023.
The company operates branch offices in Italy, Spain and Portugal. Unless each local jurisdiction has enacted
its own Qualified Domestic Minimum Top-up Tax in line with the OECD Pillar Two model rules, the associated
income will be subject to the Income Inclusion Rule in Luxembourg at the level of the company. At the time of
filing, From the countries listed above only Spain has yet to enact Pillar Two legislation, therefore the branch
in this jurisdiction will be included in the Luxembourg computation. Based on preliminary estimates there will
be no material impact to the entity's current tax expense in the next financial year.
Note 14
Financial instruments
Recognition and initial measurement
The Group initially recognises loans and advances, deposits, debt securities issued on the date on which
they are originated. A financial asset or financial liability is measured initially at fair value plus, for an item
not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. The fair value of a
financial instrument at initial recognition is generally its transaction price.
Classification
On initial recognition, a financial asset is classified as measured at amortised cost, FVOCI or FVTPL.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
-
the asset is held within a business model whose objective is to hold assets to collect contractual
cash flows; and
-
the contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI.
A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not
designated as at FVTPL:
-
the asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets; and
-
the contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI.
All other financial assets are classified as measured at FVTPL.
Financial liabilities are classified into one of the following two categories:
-
Financial liabilities at fair value through profit or loss: these are financial liabilities held for trading
purposes, which by default include derivative financial liabilities not qualifying as hedging
instruments and non-derivative financial liabilities designated by the Group upon initial recognition
to be measured at fair value through profit or loss using the fair value option.
-
Debts: these include the other non-derivative financial liabilities and are measured at amortised
cost.
Business Model
YOUNITED FINANCIAL
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
The Group makes an assessment of the objective of a business model in which an asset is held at a portfolio
level because this best reflects the way the business is managed, and information is provided to
management. The information considered includes:
-
The stated policies and objectives for the portfolio and the operation of those policies in practice. In
particular, whether management's strategy focuses on earning contractual interest revenue,
maintaining a particular interest rate profile, matching the duration of the financial assets to the
duration of the liabilities that are funding those assets or realising cash flows through the sale of the
assets;
-
How the performance of the portfolio is evaluated and reported to the Group's management;
-
The risks that affect the performance of the business model (and the financial assets held within
that business model) and its strategy for how those risks are managed;
-
How managers of the business are compensated (e.g. whether compensation is based on the fair
value of the assets managed or the contractual cash flows collected); and
-
The frequency, volume and timing of sales in prior periods, the reasons for such sales and its
expectations about future sales activity. However, information about sales activity is not considered
in isolation, but as part of an overall assessment of how the Group's stated objective for managing
the financial assets is achieved and how cash flows are realized.
Younited's operations in France and Italy are "held to collect and sell", while operations in the remaining
countries follow the "held to collect" business model.
Assessment of whether contractual cashflows are solely payment of principal and interest
For the purposes of this assessment, "principal" is defined as the fair value of the financial asset on initial
recognition. "Interest" is defined as consideration for the time value of money and for the credit risk
associated with the principal amount outstanding during a particular period of time and for other basic lending
risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.
In assessing whether the contractual cash flows are SPPI, the Group considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making
the assessment, the Group considers:
-
Contingent events that would change the amount and timing of cash flows;
-
Leverage features;
-
Prepayment and extension terms;
Cashflow arising from loans and advances to customers, loans and advances to financial institutions, loans
and deposits from financial institutions and deposits from deposits holders are SPPI.
Derecognition - Financial assets
See Note 19 below.
Derecognition - Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or
expire.
The following table provides a reconciliation between line items in the consolidated statement of financial
position and categories of financial instruments.
As at December 31, 2024
(in € thousands)
Mandatorily at
FVOCI
Amortised
Total carrying
YOUNITED FINANCIAL
45
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
FVTPL
- debt
cost
amount
instruments
Loans and advances to financial
institutions
-
-
83,413
83,413
Loans and advances to
customers
-
458,150
274,888
733,038
Financial assets at FVTPL
86,837
-
-
86,837
Other assets
-
-
81,870
81,870
Total financial assets
86,837
458,150
440,171
985,158
Financial liabilities at FVTPL
12,181
-
-
12,181
Loans and deposits from
financial institutions
-
-
60,611
60,611
Deposits from deposit holders
-
-
832,722
832,722
Other liabilities
-
-
79,846
79,846
Incl. lease liabilities
-
-
13,005
13,005
Total financial liabilities
12,181
-
973,179
985,360
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YOUNITED FINANCIAL – Consolidated Financial Statements 2024
As at December 31, 2023
FVOCI
Mandatorily at
Amortised
Total carrying
- debt
FVTPL
cost
amount
(in € thousands)
instruments
Loans and advances to financial
institutions
-
-
73,525
73,525
Loans and advances to
customers
-
477,287
339,347
816,634
Financial assets at FVTPL
135,403
-
-
135,403
Other assets
-
-
85,537
85,537
Total financial assets
135,403
477,287
498,408
1,111,098
Financial liabilities at FVTPL
-
-
-
-
Loans and deposits from
financial institutions
-
-
60,033
60,033
Deposits from deposit holders
-
-
1,126,252
1,126,252
Other liabilities
-
-
68,840
68,840
Incl. lease liabilities
-
-
16,133
16,133
Total financial liabilities
-
-
1,255,125
1,255,125
14.1 Cash, due from central banks and loans and advances to financial institutions
As at December 31,
2024
2023
(in € thousands)
Cash, due from central banks
193,433
236,756
Loans and advances to financial institutions
83,413
73,525
Total cash, due from central banks and loans and advances to
financial institutions
276,846
310,281
14.2 Loans and advances to customers
The "loans and advances to customers" line item in the consolidated statement of financial position includes:
-
Loans and advances measured at amortised cost, including the effect on the income statement of
the effective interest method and the ECL model; and
-
Loans and advances measured at FVOCI.
As of December 31,
(in € thousands)
2024
2023
Loans and advances to customers at amortised cost
371,409
446,021
Impairment loss allowance
(96,522)
(106,674)
Net carrying loans and advances to customers at amortised cost
274,888
339,347
Loans and advances to customers at FVOCI
552,482
632,289
Impairment loss allowance
(103,794)
(156,192)
Fair value Adjustement
9,461
1,190
Net carrying loans and advances to customers at FVOCI
458,150
477,287
Total loans and advances to customers
733,038
816,634
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14.3 Financial assets at FVTPL
Financial assets at FVTPL comprise shares in SPV shares and HQLA and are stated below:
As at December 31,
(in € thousands)
2024
2023
SPV shares
58,125
107,519
HQLA
28,712
27,728
Total
86,837
135,247
14.4 Other assets
As at December 31,
(in € thousands)
2024
2023
Trade receivable and prepayments
20,898
22,048
Contract assets
41,270
48,563
Restricted deposits with central banks
4,694
3,432
Tax receivables
13,957
10,759
Other
1,052
734
Total
81,870
85,537
Accounting principles related to accounts receivable, and prepayments and contract assets are described in
Note 9.
14.5 Financial liabilities at FVTPL
Financial liabilities at FVTPL consist of public warrants and sponsor warrants.
As at December 31,
(in € thousands)
2024
2023
Public warrants liabilities measured at FVTPL
5,883
-
Sponsor warrants liabilities measured at FVTPL
6,298
-
Total
12,181
-
Public and Sponsor Warrants do not meet the fixed-for-fixed criterion and as such are classified as financial
liabilities at FVTPL following the business combination. Further description of the warrants terms and
conditions is provided in Note 17.
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14.6 Loans and deposits from financial institutions
Loans and deposits from financial institutions consist of a collateralised credit line with Natixis.
As at December 31,
(in € thousands)
2024
2023
Loans and deposits from financial institutions
60,611
60,033
Total
60,611
60,033
14.7 Deposits from deposit holders
Deposits from customers only consist of fixed-maturity (from 1 up to 5 years) and fixed-rate term deposits
raised from retail customers. They are recognized at amortised cost.
As at December 31,
(in € thousands)
2024
2023
Deposits from deposit holders
832,722
1,126,252
Total
832,722
1,126,252
14.8 Other liabilities
As at December 31,
(in € thousands)
2024
2023
Lease liabilities
13,005
16,133
Short-term employee benefits
8,851
7,974
Trade payables and other creditors
36,486
14,814
Tax liabilities
1,163
1,774
Other
20,341
28,145
Total other liabilities
79,846
68,840
The "Other" line item mainly includes premiums collected on behalf of the insurance company and debts
corresponding to cash received from securitised loans and to be paid to the securitisation funds.
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14.8.1 Lease liabilities
The movements in lease liabilities as at December 31, 2024 were as follow:
(in € thousands)
Total
Balance at January 1, 2023
17,943
Additions
656
Rent indexation
1,040
Repayment of lease liabilities
(3,506)
Balance at December 31, 2023
16,133
Additions
-
Rent indexation
609
Repayment of lease liabilities
(3,737)
Balance at December 31, 2024
13,005
The breakdown of lease maturity as at December 31, 2024 is detailed in the table below:
As at December 31,
(in € thousands)
2024
2023
Less than one year
3,698
3,667
Between one and five years
9,307
12,455
More than five years
-
11
Total
13,005
16,133
For the year ended December 31, 2024 and December 31, 2023, interest expenses for lease amounted €222
thousand, and €264 thousand, respectively.
Note 15
Property and equipment
Property and equipment
Property and equipment consist of tangible assets used for administrative purposes (IT equipments, fixtures
and fittings).
At their acquisition date, tangible assets are recognized at the transaction price plus costs directly attributable
to the acquisition (transfer rights, fees) and any necessary costs to bring them into working condition for use.
After initial recognition, tangible assets are valued at cost less accumulated depreciation and any impairment.
The amortisable value of a tangible asset corresponds to the cost less its residual value in the case where
this is significant.
Assets are amortised on a straight-line basis over the asset's expected useful life to the Group.
Fixtures and fitting are amortised over 3 to 10 years, and IT equipment over 3 years.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
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in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove any improvements made to branches or office
premises.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate
as the discount rate. The Group determines its incremental borrowing rate by analysing its borrowings from
various external sources and makes certain adjustments to reflect the terms of the lease and type of asset
leased.
Lease payments included in the measurement of the lease liability comprise the following:
-
fixed payments, including in-substance fixed payments;
-
variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
-
amounts expected to be payable under a residual value guarantee; and
-
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Group is reasonably certain not to
terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a
revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has
been reduced to zero.
The Group presents right-of-use assets in 'property and equipment' and lease liabilities in 'other liabilities' in
the consolidated statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets
and short-term leases, including leases of IT equipment. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
The Group leases several office premises and mainly for its headquarters located in Paris for an initial term of
9 years. Some leases provide for additional rent payments that are based on changes in local price indices.
The Group also leases IT equipment with contract terms of one to three years. These leases are short-term
and/or leases of low-value items. The Group has elected not to recognise right-of-use assets and lease
liabilities for these leases.
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Right of Use
IT equipment
Fixtures and fittings
Gross
Accumulated
Gross Accumulated Gross Accumulated
(in € thousands)
Value
depreciation
Value
depreciation
Value
depreciation
Gross Value
Balance at January
1, 2023
24,714
(9,896)
805
(730)
2,533
(1,267)
16,159
Additions
1,644
5
47
1,696
Disposals
-
-
-
-
-
Depreciation for the
year
(3,060)
-
(38)
-
(189)
(3,287)
Impairment loss
-
-
-
-
-
Balance at
December 31, 2023
26,358
(12,956)
810
(768)
2,580
(1,456)
14,568
Additions
570
83
653
Disposals
(17)
(17)
Depreciation for the
year
(3,259)
(16)
(188)
(3,464)
Impairment loss
-
Balance at
December 31, 2024
26,928
(16,215)
793
(784)
2,663
(1,644)
11,740
For the twelve-months period ended December 31, 2024 and December 31, 2023, the exempted lease
liabilities amounted to €566 thousand and €903 thousand respectively, and are mainly low-value contracts.
Note 16
Intangible assets
Software acquired by the Group is measured at cost less accumulated amortisation and any accumulated
impairment losses.
Expenditure on internally developed software is recognized as an asset when the Group is able to
demonstrate:
-
that the product is technically and commercially feasible,
-
its intention and ability to complete the development and use the software in a manner that will
generate future economic benefits,
-
and that it can reliably measure the costs to complete the development.
The capitalised costs of internally developed software include all costs directly attributable to developing the
software and capitalised borrowing costs and are amortised over its useful life. Internally developed software
is stated at capitalised cost less accumulated amortisation and any accumulated impairment losses.
Subsequent expenditure on software assets is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as it is
incurred.
Software is amortised on a straight-line basis in profit or loss over its estimated useful life, from the date on
which it is available for use. The estimated useful life of software for the current and comparative periods is
three to five years.
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Purchased software
Developed software
Gross
Accumulated
Gross
Accumulated
(in € thousands)
Value
depreciation
Value
depreciation
Total
Balance at January 1, 2023
2,358
(720)
69,375
(41,206)
29,806
Additions
537
-
24,575
-
25,112
Disposals
-
-
-
-
-
Amortization for the year
-
-
-
(18,367)
(18,367)
Impairment loss
-
-
-
-
-
Balance at December 31, 2023
2,895
(720)
93,950
(59,572)
36,552
Additions
115
-
21,181
-
21,296
Disposals
-
-
-
-
-
Amortization for the year
-
-
-
(23,731)
(23,731)
Impairment loss
-
-
-
-
-
Balance at December 31, 2024
3,010
(720)
115,131
(83,304)
34,117
Note 17
Equity
Share capital and share premium
Share capital corresponds to the nominal value of the shares issued by the Group. Share premium represents
the excess of the proceeds received over the nominal value of the shares issued, net of directly attributable
transaction costs.
Reserves and retained earnings
Reserves include statutory and regulatory reserves. They also include the capital reorganization reserve,
which results from reverse acquisition accounting. This reserve reflects the adjustments made to restate the
share capital and share premium of the legal acquiree to align with the capital structure of the legal acquirer
and also absorbs the retained earnings and the result of the legal acquirer prior to the business combination.
Furthermore, they include share-based payment reserves which reflect accumulated share-based
compensations settled in equity in accordance with IFRS 2. Retained earnings correspond to the cumulative
net results of the Group not distributed as dividends and include prior years' profits and losses of the
accounting acquirer.
Other equity instruments
Other equity instruments include financial instruments issued by the Group that meet the definition of equity
under IAS 32 Financial Instruments: Presentation and do not give rise to any contractual obligation to deliver
cash or other financial assets. These instruments are recognized in equity at the proceeds received, net of
directly attributable transaction costs, and are not subsequently remeasured.
Treasury shares
In the case of buybacks of equity instruments (e.g., treasury shares), the Group reduces equity by the amount
paid for the shares, including any directly attributable costs. These repurchased shares are held in treasury
and are not considered outstanding for earnings per share ('EPS') calculations.
17.1 Share capital and share premium
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The transaction between the Company and Younited has been accounted for as a reverse acquisition, in
accordance with IFRS 2 'Share-based payment' and IFRS 3 'Business combinations', given that the legal
acquirer does not meet the definition of a business under IFRS 3 (cf. Note 3).
As a result (i) the equity presented in the consolidated financial statements before the Closing Date
corresponds to the equity of the accounting acquirer (the legal acquiree), adjusted to reflect the share capital
structure of the legal acquirer (the listed entity), (ii) the share capital and share premium are retrospectively
restated as if the shares issued by the legal acquirer at the date of the transaction had always been in issue
and (iii) the number of shares presented has been restated using the exchange ratio applied in the business
combination, in order to reflect the capital structure of the legal acquirer.
The tables below give details of changes in the number of shares for year ended December 31, 2024 and
2023 respectively:
2024
2023
Number of
Share
Share
Number of
Share
Share
(in € thousands)
shares
capital
premium
shares
capital
premium
In issue at January 1
23,757,279
272.8
181,260
22,860,492
262.5
174,418
Issued for cash
21,370,385
414.6
156,797
666,615
7.7
5,086
Exercise of share options
303,960
3.5
2,319
230,172
2.6
1,756
In issue at December 31 -
fully paid
45,431,624
690.9
340,376
23,757,279
272.8
181,260
Operations for the year ended December 31, 2024
December 20, 2024, pursuant to the Business Combination agreement the Company completed a share
capital increase of €152.5 million issuing 20,756,593 Ordinary Shares resulting in an increase of share capital
and share premium of €407 thousand and €152.1 million respectively.
The number of shares issued or cancelled, along with the related impacts on share capital and share premium
from transactions completed prior to the closing of the Business Combination, have been retrospectively
restated to reflect the Company's equity structure as described in Note 3.
April 24, 2024, the Group completed a share capital increase, generating net proceeds of €26.1 million. This
resulted in the issuance of 613,792 Ordinary shares, leading to an increase of €7.1 thousand in share capital
and €4.7 million in share premium. The remaining balance was allocated to Reserves and retained earnings,
under the capital reorganization line item in the consolidated statement of changes in equity.
The vesting of free shares and the exercise of warrants during the period led to the issuance of 303,960 new
Ordinary Shares, resulting in an increase of €3.5 thousand in share capital and €2.3 million in share premium.
The difference between the net proceeds and the above restated share capital and share premium was
allocated to Reserves and retained earnings, under the capital reorganization line item in the consolidated
statement of changes in equity.
Operations for the year ended December 31, 2023
June 23, 2023, the Group completed a share capital increase, generating net proceeds of €28.3 million. This
resulted in the issuance of 666,615 Ordinary shares, leading to an increase of €7.7 thousand in share capital
and €5.1 million in share premium. The remaining balance was allocated to Reserves and retained earnings,
under the capital reorganization line item in the consolidated statement of changes in equity.
The vesting of free shares and the exercise of warrants during the period led to the issuance of 230,172 new
Ordinary Shares, resulting in an increase of €2.64 thousand in share capital and €1.8 million in share premium.
The difference between the net proceeds and the above restated share capital and share premium was
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allocated to Reserves and retained earnings, under the capital reorganization line item in the consolidated
statement of changes in equity.
17.2 Capital instruments
The movements in issued capital instruments as at December 31, 2024 were as follow:
Ordinary
Public
Sponsor
Other
Description
Class B
Class C
shares
warrants
warrants
warrants
As of January 1, 2023
22,860,492
-
-
7,666,667
7,000,000
134,469
Issued instrument
896,787
-
-
-
-
-
Cancellation
-
-
-
-
-
(1,421)
As of January 1, 2024
23,757,279
-
-
7,666,667
7,000,000
133,048
Issued instrument
22,570,532
3,655,219
1,515,193
-
2,000,000
-
Cancellation
(896,187)
-
-
(7)
-
(133,048)
As at December 31, 2024
45,431,624
3,655,219
1,515,193
7,666,660
9,000,000
-
At December 31, 2024, a total of 20,000,000 Ordinary Shares were held in treasury.
17.2.1 Preference Class B Shares
Pursuant to the shareholders' earnout provisions included in the Business Combination Agreement, the sellers
of Younited received 3,656,405 Class B Shares (including 1,186 Class B Shares to be issued upon completion
of the drag-along provisions).
At the Closing Date, Sponsor delivered Ordinary Shares in escrow. On the date that is the third anniversary of
the Closing Date, if, following the Closing Date and prior to the third anniversary of the Closing Date, (i) the
Sellers have not transferred, sold or otherwise disposed of, in the aggregate, 30% or more of the aggregate
Ordinary Shares as of the Closing Date and (ii) the 90-day volume-weighted average sale price of one Ordinary
Share quoted on Euronext Amsterdam or Euronext Paris (or the exchange on which the Ordinary Shares are
then listed) has not been greater than or equal to €16.00, as additional consideration for the Younited Shares
acquired in connection with the Business Combination, then (x) all Company Class B Shares will be converted
into Ordinary Shares and (y) if (and only if) (A) the Company Board in its sole discretion so determines and
approves and (B) the Company has received all applicable regulatory approvals, the Company and Sponsor
transfer the Sponsor Escrowed Shares to the Company for no consideration and subsequently at the discretion
of the Company Board such shares may be canceled (unless the Sponsor consents otherwise) (provided that,
with respect to any such approval of the Company Board, any Directors that are affiliates of the Sponsor, or
that were elected by the shareholder meeting upon the proposal of Sponsor, will recuse themselves). If, prior
to the third anniversary of the Closing Date, either of the events set forth in the immediately preceding clauses
(i) or (ii) have occurred, the Company, upon the approval and direction of the Company Board, and Sponsor,
will release the Sponsor Escrowed Shares to Sponsor and if, and only if (i) the Company Board in its sole
discretion so determines and approves and (ii) the Company has received all applicable regulatory approvals,
all Company Class B Shares will be acquired by the Company for no consideration and subsequently be
canceled (provided that, with respect to the approval of the Company Board, any Directors that are affiliates
of a holder of Company Class B Shares or that were elected at a shareholder meeting upon the proposal of a
holder of Company Class B Shares at such shareholder meeting will recuse themselves).
In other words, on the third anniversary of the closing, if the Sellers (i) have not transferred, sold, or disposed
of at least 30% of the Company's Ordinary Shares they hold as at closing date, and (ii) the 90-day volume-
weighted average quoted price of one Company Ordinary Share has not reached or exceeded €16.00, all
Company Class B Shares will convert into Ordinary Shares as additional consideration for the Younited Shares
contributed to the Company whereas Company's Ordinary Shares held in escrow by the Sponsor would be
transferred to the Company for no consideration. Alternatively, all Company Class B Shares will be transferred
to the Company and canceled for no consideration, while the Company's Ordinary Shares held in escrow by
the Sponsor will be released.
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The economics of the 'shareholders earnout' consist of a share exchange for a fixed percentage of shares of
the Company between two categories of shareholders of the Company. This occurs in one of two ways: (i)
Class B shares are converted, and the ordinary shares held in escrow are transferred to the Company without
consideration, or (ii) Class B shares are transferred to the Company without consideration, and the ordinary
shares held in escrow are released. In both scenarios, a fixed portion of the Company's capital is exchanged
in one way or another between the historical shareholders of the Company and the sellers.
17.2.2 Public and Sponsor Warrants
Each whole Warrant entitles the registered holder to purchase one Ordinary Share at an exercise price of
€10.9451 per share in relation to the Public Warrants and an exercise price of €11.4210 per share in relation
to the Sponsor Warrants, subject to the adjustments described in the warrants terms and conditions, at any
time commencing thirty days after the Closing, except as discussed below.
The Sponsor Warrants may also be exercised on a cashless basis for a number of Ordinary Shares equal to
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Sponsor
Warrants, multiplied by the excess of the Fair Market Value (as defined below) over the Exercise Price of the
Sponsor Warrants by (y) the average reported closing price of the Ordinary Shares for the ten-trading days
ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the Warrant
Agent.
Once the Public Warrants become exercisable and depending on the fair market value of the underlying
Ordinary shares the Company may redeem all outstanding Public Warrants upon a minimum of thirty calendar
days' notice. Beginning on the date the notice of redemption is given and until the Public Warrants are
redeemed or exercised, Public Warrant Holders may elect to exercise their Public Warrants on a cashless
basis. The number of Ordinary Shares that Public Warrant Holders will receive upon such cashless exercise
in connection with a redemption by the Company pursuant to this redemption feature is based on the
Redemption Fair Market Value of the underlying Ordinary Shares on the corresponding redemption Date.
The Warrants expire five years after the Closing or earlier upon redemption of the Warrants or liquidation of
the Company.
The Sponsor owns an aggregate of 7,000,000 Sponsor Warrants, each exercisable to purchase one Ordinary
Share at €11.4210 per Public Share. At the Closing Date, $2 million of loans made available from the Sponsor
or its affiliates pursuant to a promissory note with the Company converted into Sponsor Warrants at a price of
$1.00 per warrant, which resulted in an additional 2,000,000 Sponsor Warrants.
Except as described in this paragraph, the Sponsor Warrants have terms and provisions that are identical to
those of the Public Warrants. The Sponsor Warrants (including the Ordinary Shares issuable upon exercise of
the Sponsor Warrants) are not transferable, assignable or salable until thirty days after the Closing Date
(except pursuant to limited exceptions as described below to the Company's Board and other persons or
entities affiliated with the Sponsor) and they are not redeemable by the Company so long as they are held by
the Sponsor or its permitted transferees. If the Sponsor Warrants are held by holders other than the Sponsor
or its permitted transferees, the Sponsor Warrants will be redeemable by the Company in all redemption
scenarios and exercisable by the holders on the same basis as the Public Warrants.
17.3 Dividends
No dividend has been approved for the years ended December 31, 2024 and December 31, 2023 respectively.
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Note 18
Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to attributable to owners of the
Group by the weighted average number of ordinary shares outstanding during the period, excluding treasury
shares. The net profit attributable to ordinary shareholders is adjusted for the rights to remuneration of
preferred shareholders such as holders of preference shares or subordinated or super subordinated securities
classified as equity. Diluted earnings per share reflect the potential dilution that could arise in the event of the
conversion of dilutive instruments into ordinary shares. This takes account of the dilutive effect of option plans
and plans for the allocation of free shares.
As at December 31,
2024
2023
Numerator (in € thousands)
Profit (loss) for the year (a)
(83,439)
(49,679)
Denominator
Weighted-average number of ordinary shares on the period (b)
24,948,047
23,249,939
Basic earnings per share (in €) (a/b)
(3.34)
(2.14)
Average number of ordinary shares used in the dilution calculation (c)
24,948,047
23,249,939
Diluted earnings per share (in €) (a/c)
(3.34)
(2.14)
The potentially dilutive instruments, which have not been included in the calculation of diluted shares because
they would be anti-dilutive according to IAS 33.41, are presented in Note 17.
Note 19
Securitisation operations
Derecognition - Financial assets
In accordance with IFRS 9 'Financial instruments' par.3.2.1, the Group assesses the nature of the control it
exercises over the securitisation vehicles to which it transfers financial instruments and consolidates them
where appropriate in accordance with IFRS 10 'Consolidated financial statements'.
The Group derecognises all or part of a financial asset when the contractual rights to the asset's cash flows
expire, or when it transfers the asset on the basis of a transfer of the contractual rights to its cash flows as
well as substantially all the risks and rewards of the asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying
amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received
(including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that
had been recognized in OCI is recognized in profit or loss.
The Group does not consolidate any of the securitisation vehicles in which it holds an interest, either because
of their immaterial nature or duration, or because it has no power over the relevant activities. The Group
perform various services on behalf of the securitisation vehicles solely as an agent as the Group is subject to
a substantive right of revocation as defined by IFRS 10 'Consolidated financial statements'.
Securitisations of loans to customers by the Group are accompanied by the transfer of all the risks and rewards
associated with these loans and as such result in their derecognition.
The securitisations provide the Group with financing leverage and also enable the Group to generate income
from the sale of loans and from services provided on behalf of the securitisation vehicles. The securitisation
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vehicles are financed by the issuance of single-tranche units to investors. When the Group subscribes to units,
they are recognized as financial assets at FVTPL (see Note 14).
The table below shows the total amount outstanding in the securitisation funds and the interest retained in
these funds by the Group at each balance sheet date.
(in € thousands)
2024
2023
Securitisation vehicles total asset
1,674,059
1,658,502
Carrying amount of SPV shares on the Group balance sheet
58,125
107,519
Servicing fees invoiced to SPVs
4,868
4,323
For year ended 31 December 2024 and 2023, the Group recognized a net gain of €2,898 thousands and a net
loss of €5,318 thousand, respectively from loans to customers securitisation operations.
Note 20
Provisions
Provisions are recognized when the Group has a present obligation, whether legal or constructive, resulting
from a past event, and it is probable that an outflow of economic resources will be required to settle the
obligation, with the amount reliably estimable.
Provisions are measured at the best estimate of the expenditure required to settle the obligation at the
reporting date. Where the effect of the time value of money is material, provisions are discounted using a rate
that reflects current market assessments of the time value of money and the risks specific to the obligation.
The unwinding of the discount is recognized in profit or loss as a financial expense.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of resources will be required to settle the obligation, the provision is reversed.
As at December 31,
(in € thousands)
2024
2023
Balance at January 1
466
214
Provisions made during the year
149
258
Provisions reversed during the year
-
(6)
Balance at December 31
615
466
Contingencies mainly refer to customer-related disputes in Spain and Italy or employee-related ones.
As at December 31, 2024, and 2023, the Group was not aware of any significant contingent liabilities. To the
best of the group's knowledge, the Group is not engaged in any legal proceedings that could have a material
adverse effect on its financial position other than those for which a provision has been made.
Note 21
Related parties
A related party is a person or entity that is related to the Group as defined by IAS 24 Related Party
Disclosures.
The Group recognises related party transactions in accordance with IAS 24, which defines related parties as
follows: (i) a person or close family member of a person is considered a related party when that person has
control, joint control, or significant influence over the Group, or is a member of the key management personnel
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of the Group, (ii) an entity is considered a related party if the Group and the entity are members of the same
group (i.e., parent, subsidiaries, and fellow subsidiaries), or if one of the parties has control, joint control, or
significant influence over the other.
Transactions with related parties include, but are not limited to, sales, purchases, loans, and other
transactions that involve the transfer of resources, services, or obligations between the Group and the related
party.
The Group discloses the nature of related party relationships, as well as any material transactions and
outstanding balances with related parties, in the financial statements. Transactions are disclosed in the
financial statements where they are considered to be material, and the terms and conditions of these
transactions are disclosed if they are not conducted at arm's length.
According to IAS 24, related parties include Key Management Personnel and members of the Board of
Directors.
21.1 Transactions with members of the Board of Directors
All transactions with related parties were conducted on an arm's length basis, in accordance with prevailing
market terms and conditions at the time of execution.
21.1.1 Backstop Agreement
On October 7, 2024, the Company entered into a Backstop Agreement with the Sponsor and SRP
Management, under which they committed to subscribe for and purchase Public Shares in connection with the
Business Combination at a per-share price equivalent to $10.00 in euros. This resulted in a capital increase of
€82,2 million of the overall €152.5 million increase in capital.
21.1.2 Master Services Agreement between Younited SA and Bpifrance
To support its ongoing collaboration with Bpifrance on various online loan projects for SMEs, Younited entered
into a Master Services Agreement in May 2021, which was amended in January 2024. This agreement,
retroactively effective from April 1, 2020, has an initial five-year term, with automatic annual renewal unless
terminated. It governs the services provided by Younited, with fees determined based on loan size, unless
otherwise specified in supplementary application agreements.
In June 2023, an Application Agreement was added, covering loan management services for several French
administrative regions aimed at supporting companies facing temporary difficulties.
Since Bpifrance is a member of Younited's Board of Directors, the Master Services Agreement, the Application
Agreement and the Amendment were approved by Younited's Supervisory Board on 29 April 2021, 20 April
2023 and 21 December 2023, respectively.
For the years ended December 31, 2024 and December 31, 2023 revenue from this Service Agreement
amounted to €5,543 thousand and €3,569 thousand, respectively.
21.1.3 Transfer of Shares to non-executive directors and advisers.
In line with governance and incentive mechanisms, the Sponsor agreed to transfer 20,000 Public Shares to
each of the non-executive members of the Company's Board of Directors, all of whom qualify as independent
under the Dutch Corporate Governance Code, as well as to each of the Advisers. In total, 120,000 Public
Shares were transferred upon the completion of the Business Combination.
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21.2 Transactions with Key Management Personnel
21.2.1 Compensation to Key Management Personnel
Compensation of the Key Management Personnel is provided in the table below:
As at December 31,
2024
2023
(in € thousands)
Short-term employee benefits
454
798
Share-based payments
280
749
Total
734
1,547
In 2023, the Key Management Personnel were the CEO, Deputy CEO, and CFO of Younited SA, whereas in
2024, the Key Management Personnel include the CEO and the Deputy CEO of Younited Group.
21.2.2 Put option on a management earnout
Pursuant to the Business Combination agreement, the Company entered a put/call arrangement with
managers of Younited upon completion of which their remaining Younited shares will be contributed to the
Company in exchange for Ordinary shares and Class C shares of the Company. The put option is to be
exercised by the beneficiaries within 15 days following the first anniversary of the Closing Date, provided they
have remained continuously employed by the Company or its subsidiaries. If exercised, all Younited shares
held by the managers, will be exchanged for Ordinary Shares and Class C Shares of the Company, for an
equal fair value as determined at closing by an independent valuation specialist. Alternatively, the call option
gives the Company the right to acquire the remaining Younited shares only if the put option has expired
unexercised. This resulted in an increase in Retained Earnings and other reserves of which €3,684 thousand
relate to Key Management Personnel of the Group.
Note 22
Auditor's fees
(in € thousands)
2024
2023
Statutory audit of the financial statement
(318)
(222)
Other assurance services
(433)
-
Non Audit Services
(132)
(5)
Total
(882)
(227)
Note 23
Off balance sheet
Off-balance sheet items are not recognized in the consolidated balance sheet, but are disclosed in the notes
to the financial statements. These include obligations, commitments, and contingencies that, under IFRS
Accounting standards, do not meet the criteria for recognition as assets or liabilities.
The Group discloses off-balance sheet arrangements, including guarantees, leases, joint ventures, and other
commitments, where the Group has either a potential or future obligation that is not yet recognized on the
balance sheet. These items are disclosed to provide users with a clear understanding of the Group's potential
financial risks and obligations.
As at December 31,
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(in € thousands)
2024
2023
Financing commitments
14,669
9,491
Given commitments
14,669
9,491
Financing commitments
74,480
55,010
Received commitments
74,480
55,010
The financing commitments given corresponds to loans granted during the last week before the closing, for
which the withdrawal period is maximum 7 days. Given the short duration of these commitments ECL are not
significant.
Financing commitments received consist of financing commitments from financial institutions
Note 24
Financial risk management
The Group has exposure to the following risks from financial instruments:
-
Credit risk;
-
Liquidity risk;
-
Market risks; and
-
Operational risk.
The Board of Directors is assisted by four committees:
-
The Remuneration Committee
-
The Risk Management Committee
-
The Audit Committee
-
The Disclosure Committee
This note presents information about the Group's objectives, policies, and processes for measuring and
managing risk.
24.1 Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's
risk management framework. The Board of Directors has established the Risk Committee, which is responsible
for approving and monitoring Group risk management policies.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to
set appropriate risk limits and controls, and to monitor risks and adherence to limits. The risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.
The Group, through its training and management standards and procedures, aims to develop a disciplined and
constructive control environment in which all employees understand their roles and obligations.
The Company's Audit Committee oversees how management monitors compliance with the Group's risk
management policies and procedures and reviews the adequacy of the risk management framework in relation
to the risks faced by the Group. The Company's Audit Committee is assisted in its oversight role by Internal
Audit, which provides independent assurance on the effectiveness of the risk management framework. Internal
Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of
which are reported to the Company's Audit Committee.
24.2 Credit risk
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'Credit risk' refers to the risk of financial loss for the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. This primarily arises from the Group's loans and advances to customers
and investment debt securities. For risk management purposes, the Group consolidates all elements of credit
risk exposure, including individual obligor default risk, country risk, and sector risk.
The probability of default of financial institutions counterparties is deemed negligible as at December 31, 2024,
as indicated by the credit ratings presented in the table below:
S&P
Moody's
Fitch
European Central Bank
AAA
-
AAA
ABN
A
Aa3
A+
Crédit Mutuel Arkea
-
A1
AA-
Intesa
BBB
Baa1
BBB
BNP
A+
A1
AA-
Société Générale
A
A1
A
Natixis (BPCE Group)
A+
A1
A+
La Banque Postale
A
A2
A
BBVA
A
A3
A-
Banque Populaire
A+
-
A
Banco Posta
BBB
Baa3
-
Management of credit risk
The Company's Risk Committee is responsible for overseeing and managing the Group's credit risk, ensuring
that it aligns with the Group's risk appetite and overall risk management framework. Key responsibilities of the
Risk Committee in relation to credit risk include:
-
Formulating credit policies in consultation with business units, covering credit assessment, risk
grading and reporting, documentary and legal procedures, and compliance with regulatory and
statutory requirements.
-
Limiting concentrations of exposure to counterparties, geographies, and credit rating bands to
ensure diversification and mitigate systemic risks.
-
Developing and maintaining the Group's risk grading framework, which categorises exposures
according to the degree of risk of default. The current risk grading framework consists of 7 grades,
reflecting varying degrees of default risk. These grades are subject to regular reviews by Group Risk
to ensure their effectiveness.
-
Developing and maintaining the Group's processes for measuring Expected Credit Loss (ECL),
including:
o
Initial approval, regular validation, and back-testing of the models used for measuring credit
risk.
o
Determining and monitoring significant increases in credit risk.
o
Incorporation of forward-looking information in the credit risk models.
-
Reviewing quarterly reports on credit quality, ECL allowances, and potential breaches of material
risk limits that may impact the Group's financial health.
-
Providing advice and specialist guidance to business units to ensure adherence to best practices in
credit risk management and maintain a disciplined approach across the Group.
Each business unit is required to implement the Group's credit policies and procedures, with credit approval
authorities delegated from the Risk Committee. Each business unit appoints a Chief Credit Risk Officer, who
is responsible for reporting on all credit-related matters to both local management and the Risk Committee.
Business units are accountable for the quality and performance of their credit portfolios, as well as for
monitoring and controlling all credit risks within those portfolios, including those subject to central approval.
The Risk Committee provides oversight to ensure that credit risk management aligns with the Group's overall
risk appetite and governance framework.
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24.3 Liquidity risk
'Liquidity risk' is the risk that the Group will encounter difficulty in meeting obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises from
mismatches in the timing and amounts of cash flows, which is inherent to the Group's operations and
investments.
Management of liquidity risk
The Group's Management Team, in coordination with the Company's Risk Committee, is responsible for
managing liquidity risk and ensuring the implementation of the Group's liquidity management framework. The
Risk Committee approves the liquidity policies and procedures developed by the Central Treasury department
to guide the Group's liquidity risk management strategy.
Central Treasury manages the Group's liquidity position on a day-to-day basis and reviews daily reports
covering the liquidity position of both the Group and operating foreign branches. A summary report, including
any exceptions and remedial action taken, is submitted to the Company's Risk Committee or ad hoc when
predefined thresholds are breached.
The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group's reputation. The key elements of the Group's liquidity
strategy are as follows:
-
Maintaining a diversified funding base consisting of deposits and maintaining contingency
facilities.
-
Carrying a portfolio of highly liquid assets, diversified by counterparty risk and maturity.
-
Monitoring maturity mismatches, behavioural characteristics of the Group's financial assets and
financial liabilities, and the extent to which the Group's assets are encumbered and so not
available as potential collateral for obtaining funding.
-
Conducting regular liquidity stress testing under various scenarios covering both normal and
adverse market conditions.
Central Treasury receives information from other business units regarding the liquidity profile of their financial
assets and financial liabilities and details of other projected cash flows arising from projected future business.
Central Treasury then maintains a portfolio of short-term liquid assets, largely made up of short-term liquid
investment securities, loans and advances to banks and other inter-bank facilities, to ensure that sufficient
liquidity is maintained within the Group as a whole.
Regular liquidity stress testing is conducted under a variety of scenarios covering both normal and more severe
market conditions. The scenarios are developed considering both Group specific events (e.g. a rating
downgrade) and market-related events (e.g. prolonged market illiquidity, reduced fungibility of currencies,
natural disasters, or other catastrophes).
24.4 Market risk
'Market risk' is the risk that changes in market prices – e.g. interest rates, equity prices, and credit spreads
(not relating to changes in the obligor's/issuer's credit standing) – will affect the Group's income or the value
of its holdings of financial instruments. The objective of the Group's market risk management is to manage
and control market risk exposures within acceptable parameters to ensure the Group's solvency while
optimising the return on risk.
Management of market risks
Interest rate risk
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The principal risk for non-trading portfolios is the potential loss from fluctuations in future cash flows or the fair
value of financial instruments due to changes in market interest rates. This risk is primarily managed through
portfolio sales. The Risk Committee oversees interest rate risk management and the Group's collect-and-sell
strategy, ensuring alignment with the Group's risk appetite and governance framework. Central Treasury
supports daily monitoring of interest rate exposures, including outstanding and forecast debt obligations, and
executes portfolio sale transactions in line with approved policies and market conditions.
Currency risk
The Group does not have operation in foreign currency and thus is not affected by currency risk as it operates
solely in euro.
Equity price risk
Equity price risk is subject to regular monitoring by Group Market Risk but is not currently significant in relation
to the Group's overall results and financial position.
24.5 Operational risk
'Operational risk' is the risk of direct or indirect loss arising from a wide variety of causes associated with the
Group's processes, personnel, technology, and infrastructure, and from external factors other than credit,
market and liquidity risks – e.g. those arising from legal and regulatory requirements and generally accepted
standards of corporate behaviour. Operational risks arise from all the Group's operations.
The Group's objective is to manage operational risk so as to balance the avoidance of financial losses and
damage to the Group's reputation with overall cost effectiveness and innovation. In all cases, Group policy
requires compliance with all applicable legal and regulatory requirements.
A separate Enterprise Risk Management (ERM) department, reporting to the Company's Risk Committee or
the Cyber Risk Committee when relevant, is responsible for the development and implementation of controls
to address operational risk. This responsibility is supported by the development of overall Group standards by
ERM, Compliance and Internal Control departments for the management of operational risk in the following
areas:
-
requirements for appropriate segregation of duties, including the independent authorisation of
transactions;
-
requirements for the reconciliation and monitoring of transactions;
-
compliance with regulatory and other legal requirements;
-
documentation of controls and procedures;
-
requirements for the periodic assessment of operational risks faced, and the adequacy of controls
and procedures to address the risks identified (Risk and Cartography Self-Assessment – RCSA);
-
requirements for the reporting of operational losses and proposed remedial action;
-
development of Business Continuity and Business Recovery plans;
-
training and professional development;
-
ethical and business standards;
-
information technology and cyber risks; and
-
risk mitigation, including insurance where this is cost-effective.
Compliance with Group standards is supported by:
-
A permanent control programme undertaken by Internal Control and Compliance departments.
The results of permanent controls reviews are discussed in monthly Internal Control and
Compliance committees then submitted to the BRC and senior management of the Group, and
Cyber risk committee when relevant.
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Periodic reviews undertaken by Internal Audit. The results of Internal Audit reviews are submitted to the BRC
and senior management of the Group.
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Not named
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
Fax: +352 22 51 71
E-mail: info@kpmg.lu
39, Avenue John F. Kennedy
L-1855 Luxembourg
To the Shareholders of
Younited Financial S.A.
17, Boulevard Friedrich Wilhelm Raiffeisen
2411 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of Younited Financial S.A. and its
subsidiaries (the "Group"), which comprise the consolidated statement of financial position as
at 31 December 2024, and the consolidated statement of profit and loss and other
comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements give a true and fair view
of the consolidated financial position of the Group as at 31 December 2024, and its
consolidated financial performance and its consolidated cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of
23 July 2016 on the audit profession (the “Law of 23 July 2016”) and with International
Standards on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance
du Secteur Financier (the “CSSF”). Our responsibilities under the EU Regulation N° 537/2014,
the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further
described in the « Responsibilities of “réviseur d'entreprises agréé” for the audit of the
consolidated financial statements » section of our report. We are also independent of the
Group in accordance with the International Code of Ethics for Professional Accountants,
including International Independence Standards, issued by the International Ethics Standards
Board for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with
the ethical requirements that are relevant to our audit of the consolidated financial statements,
and have fulfilled our other ethical responsibilities under those ethical requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key audit matters
Implementation of Business Combination Agreement
Why the matter was considered to be one of most significance in our audit
The group was founded through a business combination agreement between Younited
Financial S.A. and Younited S.A. in December 2024.
©2025 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
Not named
While Younited Financial S.A, is the legal acquirer of Younited S.A., the transaction is
considered as a capital reorganization of Younited S.A. within the scope of IFRS 2 'Share-
based payment,' as Younited Financial S.A. on stand-alone basis does not meet the definition
of a business under IFRS 3, 'Business combinations’.
The business combination agreement required the implementation of various transactions
linked to:
— the issuance, redemption or conversion of equity and liability instruments at the level of
Younited Financial S.A.;
— the issuance of new equity and liability instruments to existing shareholders of Younited
S.A. in exchange for their shareholding in Younited Financial S.A. through a contribution in
kind following the approval of the transaction by the European Central Bank dated
20 December 2024;
— the capital increase in Younited S.A..
Given the importance and the complexity of the transactions for the Group, we have considered
the transactions as key audit matter in our audit of the consolidated financial statements.
Please refer to Note 3 for the respective disclosure in the consolidated financial statements.
How the matter was addressed in our audit
Our procedures for the Implementation of Business Combination Agreement included, but
were not limited to the following:
— Obtained and inspected the agreements and resolutions in respect of the implementation
of the transactions linked to the issuance, redemption or conversion of equity and liability
instruments and the contribution in kind including the subsequent capital increase in
Younited S.A..
— Obtained and inspected relevant supporting documentation to confirm that the transaction
qualifies as capital reorganization in the scope of IFRS 2 as adopted by the European
Union.
— Analysed and assessed the accounting consequences of the application as transaction in
the scope of IFRS 2 as adopted by the European Union and how this was accounted in the
consolidated financial statements.
— Verified the adjustments in 2023 comparable information resulting from the retrospective
application of IFRS 2 as adopted by the European Union on the own funds of the company.
— Verified the valuation of own equity instruments and of warrant liabilities measured at Fair
Value with the support of KPMG Valuation Specialists.
— Assessed the disclosures in the consolidated financial statements with reference to the
requirements of the prevailing accounting standards.
Valuation of Securitization Mutual Fund Units Held
Why the matter was considered to be one of most significance in our audit
Bonds and other fixed-income securities represent a value of EUR 86.8 million in the
consolidated statement financial position of the consolidated financial statements of the Group
as at 31 December 2024 of which EUR 58.1 million correspond to securities subscribed by
Younited S.A. in a common securitization funds, in particular within the framework of legislative
and regulatory provisions.
Not named
Securitization funds units are issued for a maturity of 7 days at the end of which they are
redeemed. New units are then reissued and resubscribed. As of 31 December 2024, the
mutual fund units held by Younited S.A. are valued at the value of the last issue-sale of the
financial year.
The valuation of securitization funds units has been considered as a key audit matter of the
audit due to the materiality of this item with regard to the consolidated financial statements and
the complexity of the process of determining the subscription price of the units at issuance.
Please refer to Note 14 for the respective disclosures in the consolidated financial statements.
How the matter was addressed in our audit
As the securitization mutual fund units are held at the level of Younited S.A., we have involved
the component auditors of Younited S.A. in the performance of the following procedures:
— Assessment of the process for determining the subscription price put in place by the
management;
— Assessment of the design and effectiveness of the IT internal control system by reading
the report drawn up by an independent firm in application of the ISAE 3402 standard, and
by carrying out additional tests with the support of KPMG IT specialists;
— Verification of the quality of the information used in the process and testing of the accuracy
of transactions and data used in the calculation of the share value;
— Review of the credit risk provisioning model on receivables carried by securitization funds
through component auditors’ actuaries;
— Assessment of the correct classification of bonds and other fixed-income securities in the
consolidated financial statements.
We assessed the disclosures in the consolidated financial statements with reference to the
requirements of the IFRS Accounting Standards as adopted by the European Union.
IFRS 9 measurement of loans and advances to Customers
Why the matter was considered to be one of most significance in our audit
As at 31 December 2024, the Group reports loans accounted for at amortised cost of EUR
274,9 million (31 December 2023: EUR 339,3 million) representing 22% of total assets
(31 December 2023: 24%).
The impairment amount for loans and advances to customers consists out of three different
components being:
— Management’s estimate of expected credit loss (“ECL”) for loans and advances to
customers considered credit-impaired (Stage 3), amounting to EUR 74,5 million as at
31 December 2024 (31 December 2023: 80,7 million);
— The lifetime expected credit loss determined by model for loans and advances to customers
where there has been a significant increase in credit risk since initial recognition (stage 2),
amounting to EUR 14,5 million as at 31 December 2024 (31 December 2023: 16,2 million);
and
— The 12-month expected credit loss determined by model for the remaining population of
loans and advances to customers (stage 1), amounting to EUR 7,5 million as at
31 December 2024 (31 December 2023: 9,9 million).
Not named
These loans and advances to customers are not traded in an active market, therefore
significant judgments and estimates are applied by Management in its assessment of their
recoverable amount, irrespective of the stage allocation.
We considered the assessment of impairment indicators of non-performing loans and
advances to customers as a key audit matter due to the materiality of this item and the
significant degree of judgement and estimation in determining the main impairment indicators
used in the modelling (e.g. historical default rates, loan maturity, prepayments by homogenous
client portfolios).
Please refer to Note 4 for the respective disclosure in the consolidated financial statements.
How the matter was addressed in our audit
As the loan portfolio is held at the level of Younited S.A., we have involved the component
auditors of Younited S.A. in the performance of the relevant procedures. With the support of
our component auditor’s credit risk and IT specialists, their work involved:
— Assessing the methodology applied to determine the parameters used in the impairment
model and their correct input in the information systems;
— Assessing the key parameters and assumptions that support the calculation of impairment
allowances for expected credit losses;
— Performing controls on key Younited’s IT systems, including a review of general IT controls,
interfaces and automatic controls involved in the calculation of expected credit losses;
— Assessing the design and implementation of the company’s bucketing process;
— Recalculating on a sample basis impairment amounts for individual loans and advances to
customers.
We assessed the disclosures in the consolidated financial statements in relation to impairment
of loans and advances to customers with reference to the requirements of the IFRS Accounting
Standards as adopted by the European Union.
Fair Value measurement of loans and advances to Customers
Why the matter was considered to be one of most significance in our audit
As at 31 December 2024, the Group reports loans and advances to customers measured at
fair value of EUR 458,2 million (31 December 2023: EUR 477,3 million) representing 37% of
total assets (31 December 2023: 34%).
These loans and advances to customers are not traded in an active market, therefore
significant judgments and estimates are applied by management in its assessment of their fair
value.
We considered the assessment of fair value on loans and advances to customers as a key
audit matter due to the materiality of this item and the significant degree of judgement and
estimation in determining the main valuation assumptions (e.g. maturity, credit spreads, market
interest rates).
Please refer to Note 4 for the respective disclosure in the consolidated financial statements.
Not named
How the matter was addressed in our audit
As the loan portfolio at fair value is held at the level of Younited S.A., we have involved the
component auditors of Younited S.A. in the performance of the relevant procedures. With the
support of component auditor specialists, their work involved:
— Assessing the methodology applied to determine the fair value of the loans and advances
to customers;
— Assessing the key parameters and assumptions that support the estimate of the fair value;
— Performing controls on key Younited’s IT systems including a review of general IT controls,
interfaces and automatic controls involved in the calculation of fair values;
— Recalculating on a sample basis the fair value for individual loans and advances to
customers.
We assessed the disclosures in the consolidated financial statements in relation to fair value
measurement of loans and advances to customers with reference to the requirements of the
IFRS Accounting Standards as adopted by the European Union.
Other Matter relating to comparative information
The Group has been established with effect 20 December 2024 through a business
combination agreement between Younited Financial S.A. and Younited S.A.. While Younited
Financial S.A. is the legal acquirer of Younited S.A., the transaction described in Note 3
determines Younited S.A. as the accounting acquirer according to IFRS 3.
As a consequence, the comparative information presented in the consolidated financial
statements of the Group as at and for the year ended 31 December 2024 for the financial year
2023 relates to the statutory financial statements of Younited S.A..
The financial statements of Younited S.A. as at and for the year ended 31 December 2023 and
(from which the statement of financial position as at 1 January 2023 has been derived),
excluding the adjustments described in Note 17 to the consolidated financial statements were
audited by another auditor who expressed an unmodified opinion on those financial statements
on 8 October 2024.
As part of our audit of the consolidated financial statements as at and for the year ended
31 December 2024, we audited the adjustments described in Note 17 that were applied to
restate the comparative information presented as at and for the year ended 31 December 2023
and the statement of financial position as at 1 January 2023 in the application of IFRS 3.
We were not engaged to audit the financial statements for the year ended 31 December 2023
or the statement of financial position as at 1 January 2023, other than with respect to the
adjustments described in Notes 3 and 17 to the consolidated financial statements.
Accordingly, we do not express an opinion or any other form of assurance on those respective
financial statements taken as a whole. However, in our opinion, the adjustments described in
Note 3 and 17 are appropriate and have been properly applied.
Not named
Other information
The Board of Directors is responsible for the other information. The other information
comprises the information stated in the consolidated annual report including the consolidated
management report and the Corporate Governance Statement but does not include the
consolidated financial statements and our report of the “réviseur d'entreprises agréé” thereon.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the
consolidated financial statements in accordance with IFRS Accounting Standards as adopted
by the European Union, and for such internal control as the Board of Directors determines is
necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting and marking up the consolidated financial
statements in compliance with the requirements set out in the Delegated Regulation 2019/815
on European Single Electronic Format (“ESEF Regulation”).
In preparing the consolidated financial statements, the Board of Directors is 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 Board of
Directors either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated financial
statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF 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 financial statements.
Our responsibility is to assess whether the consolidated financial statements have been
prepared in all material respects with the requirements laid down in the ESEF Regulation.
Not named
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
— Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
— 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 Board of Directors.
— Conclude on the appropriateness of the Board of 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 report of the “réviseur d’entreprises agréé” to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our report of the “réviseur d’entreprises agréé”. 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 financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
— Obtain sufficient appropriate audit evidence regarding the financial information of the
entities and business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
report unless law or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the extraordinary general
meeting of shareholders on 12 December 2024 and the duration of our uninterrupted
engagement, including previous renewals and reappointments, is 1 year.
Not named
The consolidated management report is consistent with the consolidated financial statements
and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the consolidated management report. The
information required by Article 68ter paragraph (1) letters c) and d) of the law of
19 December 2002 on the commercial and companies register and on the accounting records
and annual accounts of undertakings as amended, is consistent with the consolidated financial
statements and has been prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee
or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Group in conducting the audit.
We have checked the compliance of the consolidated financial statements of the Group as at
31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that
are applicable to consolidated financial statements.
For the Group it relates to:
— consolidated financial statements prepared in a valid xHTML format;
— The XBRL markup of the consolidated financial statements using the core taxonomy and
the common rules on markups specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of Younited Financial S.A. as at
31 December 2024, identified younited-2024-12-31-0-en.zip have been prepared, in all
material respects, in compliance with the requirements laid down in the ESEF Regulation
Our audit report only refers to the consolidated financial statements of Younited Financial S.A.
as at 31 December 2024, identified as younited-2024-12-31-0-en.zip prepared and presented
in accordance with the requirements laid down in the ESEF Regulation, which is the only
authoritative version
Luxembourg, 4 April 2025
KPMG Audit S.à r.l.
Cabinet de révision agréé
Pia Schanz