2 - Principles for preparation of the financial statements

General principles

For the preparation of its consolidated financial statements, the Group elected to adopt International Financial Reporting Standards (“IFRS”) as adopted by the European Union (EU) starting from the 2023 financial year for the first time. Until this point, all financial statements were prepared in accordance with Part 9, Book 2 of the Dutch Civil Code (‘Dutch GAAP’). Refer to note 3.

The consolidated financial statements provide comparative information in respect of the previous period. In addition, the Group presents an additional statement of financial position at the beginning of the preceding period when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in financial statements.

Functional and presentation currency

The consolidated financial statements of Unica Groep B.V. are presented in euro, which is also the functional currency of the parent company. The Group operates and carries out the majority of its transactions mainly in euros and operates mainly in the Netherlands. All values are rounded to the nearest thousand (€’000) unless otherwise indicated.

Accounting policies

The consolidated financial statements of Unica Groep B.V. are prepared on the historical cost basis unless otherwise indicated.

Principles of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (refer to Note 1) as at December 31, 2023. 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. Specifically, the Group controls an investee if, and only if, the Group has:

• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee

• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement(s) with the other vote holders of the investee

• Rights arising from other contractual arrangements

• The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Subsidiaries classified as dormant or deemed immaterial in the 2023 financial year, both on an individual and aggregate basis, are not consolidated under the purview of a comprehensive presentation of the net assets, financial position, and performance, along with the cash flows of the Group, are not consolidated. These subsidiaries are reported at cost in the consolidated financial statements, taking into account any necessary deductions for impairment losses and reversal of such losses. The overall effect of these subsidiaries on the statement of financial position, equity, and profitability is deemed immaterial to the Group's financial position and results for both 2023 and 2022.

The consolidation scope includes 47 subsidiaries in the 2023 financial year, an increase from 40 subsidiaries included in the 2022 financial year, and up from 38 subsidiaries in the 2021 financial year.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.

The consolidation policies were applied consistently for the years ended December 31, 2023 and December 31, 2022 and the date of transition January 1, 2022.

Estimates and judgements made by management

The accounting information in the financial statements is partly based on estimates and assumptions. The Group makes these estimates and assumptions concerning the future. These are based, among other things, on experiences and expectations of future events as they may reasonably occur given the current state of affairs. These estimates and assumptions are continuously evaluated. In particular, this takes place in impairment analyses on property, plant and equipment, goodwill and intangible assets and in the final forecasts of projects and maintenance contracts in progress.

Revisions of, or deviations from, estimates and assumptions from actual outcomes may result in material adjustments to the carrying amounts of assets and liabilities.

The key estimates and judgements applied are set out in the notes to each item.

Standards and interpretations issued by the IASB

In preparing its financial statements, Unica Group B.V. has assessed the applicability and relevance of recently issued guidance for the first-time adoption of IFRS (see Note 3 Initial adoption of IFRS):

• IFRS 1 First-time Adoption of International Financial Reporting Standard (note 3)

• IFRS 3 Business combinations (notes 13 and 15)

• IFRS 9 Financial instruments (notes 8 and 12)

• IFRS 10 Consolidated financial statements (note 1)

• IFRS 11 Joint agreements (notes 1 and 16)

• IFRS 15 Revenue from contracts with customers (note 5)

• IAS 37 Onerous contracts (note 9)

• IFRS 16 Leases (notes 14 and 18)

The following guidelines have recently been issued

• IFRS 17 Insurance contracts

• Amendments to IAS 1 Presentation of financial information

• Amendments to IAS 8 Accounting policies, Changes in Estimates and errors

• Amendments to IAS 12 Income taxes

The initial application of this recently issued guidance has been reviewed by the Group and the guidance did not have a material impact on the Consolidated and Separate Financial Statements of Unica Groep B.V.

Going concern

The Group has prepared the financial statements in the going concern assumption.

As at December 31, 2023, current assets exceed total current liabilities by approximately €7.6 million (December 31, 2022: €9.6 million). Long-term financial resources (equity and long-term loans) exceed fixed assets as at December 31, 2023 by €7.5 million (December 31, 2022: €9.7 million)

The Company believes that the cash and cash equivalents available at December 31, 2023, combined with funds generated from future operations, based on forecasted cash flows, will enable Unica Groep B.V. to meet its cash requirements for the foreseeable future (at least 12 months).