PDD Pflegedienst Deutschland VII GmbH

Herford

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

2-4, Rue Beck,
L-1222 Luxembourg
R.C.S. Luxembourg B 225437
Share capital: 5,270,056.00

AI Monet (Luxembourg) Parentco S.à r.l.

Luxemburg

Table of Contents

Report of the Réviseur d'Entreprises agréé

Consolidated Statement of Profit and Loss and Other Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

A General information, accounting principles and policies

A.1 General information

A.2 Accounting principles

A.3 Functional and presentation currency

B Consolidation

B.1 Basis of consolidation

B.2 Changes to the group

B.3 List of shareholdings

B.4 Non-controlling interests

C Significant accounting policies

C.1 Revenues

C.2 Government grants

C.3 Employee benefit expenses

C.4 Share based payment agreements

C.5 EBITDA

C.6 Interest income and interest expenses

C.7 Taxes on income

C.8 Goodwill and other intangible assets

C.9 Property, plant and equipment

C.10 Leases

C.11 Inventory

C.12 Non-current assets held for sale

C.13 Financial instruments

C.14 Preferred equity certificates

C.15 Provisions and contingent liabilities

C.16 Significant accounting judgements, estimates and assumptions

C.17 Fair value measurement

D IFRS issued but not yet effective

E Notes to the Consolidated Statement of Profit and Loss

E.1 Revenues

E.2 Other income

E.3 Cost of material and services purchased

E.4 Personnel expenses

E.5 Other expenses

E.6 Depreciation, amortization and impairments

E.7 Interest expenses

E.8 Taxes on income

F Notes to the Balance Sheet

F.1 Goodwill and other intangible assets

F.2 Property, plant and equipment

F.3 Leases

F.4 Investments

F.5 Inventories

F.6 Trade receivables

F.7 Other assets

F.8 Cash and cash equivalents

F.9 Non-current assets held for sale

F.10 Subscribed capital and share premium

F.11 Shareholder's Loan - Preferred equity certificates

F.12 Financial Instruments

F.13 Provisions

F.14 Trade payables

F.15 Employee benefits and other liabilities

G Other disclosures

G.1 Contingent liabilities and other financial commitments

G.2 Related party transactions

G.3 Additional disclosures relating to the statement of cash flows

G.4 Full-time equivalents

G.5 Auditor's fee

G.6 Events after the reporting date

G.7 Executive bodies

Consolidated Management Report year ended 31 December 2022

H Business and general conditions

H.1 Economic and legal bases

H.2 Organisational structure

H.3 General macroeconomic and industry-related conditions

H.4 Clients

H.5 Quality

H.6 Construction projects and investments

H.7 Human resources and social issues

I Key performance indicators

J Income situation

K Net assets position

L Financial position

M Opportunities and risks report

M.1 Risk management objectives and methods

M.2 Areas of risks and how they are managed

M.3 Opportunity reporting

N Forecasting report

There might be some rounding differences in the amounts presented in the consolidated financial statements and the management report.

Report of the Reviseur d'Enterprises agréé

To the Shareholders of

AI Monet (Luxembourg) Parentco S.à r.l.

2-4, rue Beck

L-1222 Luxembourg

Luxembourg

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of AI Monet (Luxembourg) Parentco S.à r.l. and its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at 31 December 2022, 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 a summary of significant accounting policies.

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 2022 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier ("CSSF"). Our responsibilities under 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.

Other Information

The Board of Managers is responsible for the other information. The other information comprises the information stated in the consolidated report including the consolidated management report 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 Managers for the consolidated financial Statements

The Board of Managers is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs as adopted by the European Union, and for such internal control as the Board of Managers determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Managers 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 Managers 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 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.

As part of an audit in accordance with 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 Managers.
―	Conclude on the appropriateness of the Board of Managers' 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.

Report on other legal and regulatory requirements

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

Luxembourg, 14 April 2023

KPMG Audit S.à r.l.

Cabinet de révision agréé

M. Jahke, Partner

Consolidated Statement of Profit and Loss and Other Comprehensive Income

For the fiscal year from January 1 to December 31, 2022

in TEUR	Note	2022	2021
Revenues	E.1,	516,426	449,235
Other income	E.2	31,037	29,660
Cost of material and services purchased	E.3	-51,332	-46,278
Personnel expenses	E.4	-391,362	-332,448
Other expenses	E.5	-28,310	-27,388
Earnings before interest, taxes, depreciation and amortization (EBITDA)		76,459	72,780
Depreciation, amortization and impairments	E.6	-28,750	-37,342
Interest income		86	36
Interest expenses	E.7	-37,541	-39,483
Other financial result		102	-333
Income before taxes		10,356	-4,341
Taxes on income	E.8	-3,326	-1,425
Net income		7,030	-5,766
Net income attributable to non-controlling interests	B.4	21	-694
Net income attributable to shareholders of the company		7,009	-5,072
Other comprehensive income		0	0
Total comprehensive income		7,030	-5,766
Total comprehensive income attributable to non-controlling interests	B.4	21	-694
Total comprehensive income attributable to shareholders of the company		7,009	-5,072

Consolidated Balance Sheet As at December 31, 2022

Assets

in TEUR	Note	Dec. 31, 2022	Dec. 31, 2021
Goodwill	F.1	519,028	504,062
Other intangible assets	F.1	3,958	8,154
Property, plant and equipment	F.2	31,058	30,327
Right-of-use assets	F.3	127,596	123,301
Financial assets	F.12	0	166
Deferred tax assets	E.8	3,794	3,219
Other assets	F.7	2,868	3,003
Non-current assets		688,302	672,234
Inventory	F.5	237	257
Trade receivables	F.6,F.12	102,059	80,818
Other financial assets	F.12	782	453
Other assets	F.7	9,973	14,448
Cash and cash equivalents	F.8	20,345	23,112
Non-current assets held for sale	F.2,F.9	0	2,726
Current assets		133,396	121,815
Total assets		821,698	794,049

Equity and liabilities

in TEUR	Note	Dec. 31, 2022	Dec. 31, 2021
Subscribed capital	F.10	5,270	5,270
Capital reserve	F.10	179,070	178,759
Profit or loss carried forward		-86,976	-81,903
thereof effects from first time adoption of IFRS at transition date attributable to the shareholders of the company		54,215	54,215
Profit or loss attributable to the shareholders of the company		7,009	-5,072
Total equity attributable to shareholders of the company		104,373	97,053
Non-controlling interests	B.4	-1,648	-1,669
thereof effects from first time adoption of IFRS at transition date attributable to non-controlling interests		-345	-345
thereof share of non-controlling interests in net income		21	-694
Equity		102,725	95,385
Liabilities towards credit institutions	F.12	365,058	364,495
Shareholder loans - preferred equity certificates ¹	F.11	130,591	122,935
Lease liabilities	F.12	125,007	119,614
Provisions	F.13	11,972	12,584
Other liabilities	F.15	120	316
Non-current liabilities		632,748	619,943
Liabilities towards credit institutions	F.12	20,217	8,131
Lease liabilities	F.12	14,767	13,627
Trade payables	F.14	4,950	5,881
Other financial liabilities	F.12	0	790
Provisions	F.13	5,968	8,028
Employee benefits	F.15	27,879	28,287
Other liabilities	F.15	12,444	13,976
Current liabilities		86,225	78,721
Total equity and liabilities		821,698	794,049

¹ The shareholder loans of TEUR 130,591 (PY: TEUR 122,935) which, in management's view constitute economic equity due to their subordinated nature and maturity. In 2021, TEUR 103,450 of shareholder loans were converted into capital reserve. Please refer to Note C.14 for an economic equity assessment.

Consolidated Statement of Cash Flows

For the fiscal year from January 1 to December 31, 2022

in TEUR	2022	2021
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA)	76,459	72,780
Increase/decrease in inventories, trade receivable and other assets not attributable to investing or financing activities	-19,545	-12,791
Increase/decrease in provisions	-804	1,091
Increase/decrease in trade payable and other liabilities which not attributable to investment or financing activities	-5,636	-3,467
Gain/loss on disposal of fixed assets	-380	-4,591
Profit distributions received from investments accounted for using the equity method relating to operating activities	245	322
Net income taxes paid/received	-6,123	-1,894
Cash flow from operating activities	44,216	51,451
Proceeds from disposal of intangible assets and fixed assets	4,787	39,172
Payments to acquire intangible assets and fixed assets	-9,666	-9,383
Payments to acquire entities included in the basis of consolidation	-10,209	-29,299
Net cash acquired from acquisition of entities	697	267
Cash flow from investing activities	-14,391	757
Proceeds from capital contributions by shareholders of the parent entity	0	1
Proceeds from borrowing	21,031	0
Repayment of borrowings	-11,430	-9,092
Transaction costs related to loans and borrowings	-381	-716
Payment of lease liabilities	-22,582	-20,356
Interest paid	-18,398	-19,202
Net payments from factoring	-832	-980
Cash flow from financing activities	-32,592	-50,347
Change in cash and cash equivalents	-2,767	1,861
Change in cash funds resulting from changes in the basis of consolidation
Cash and cash equivalents as at January 1	23,112	21,251
Cash and cash equivalents as at December 31	20,345	23,112

Please refer to Note G.3 for additional disclosures on the consolidated statement of cash flows.

Consolidated Statement of Changes in Equity

As at December 31, 2022

in TEUR	Note	Subscribed capital	Capital reserves	Retained earnings	Non-controlling interests	Total equity
Balance at January 1, 2021		5,269	75,309	-81,903	-975	-2,300
Net income		0	0	-5,072	-694	-5,766
Comprehensive income		0	0	-5,072	-694	-5,766
Conversion of preferred equity certificates into equity	F.10	0	103,450	0	0	103,450
Other changes	F.10	1	0	0	0	1
Balance at December 31, 2021		5,270	178,759	-86,976	-1,669	95,385
Net income		0	0	7,009	21	7,030
Comprehensive income		0	0	7,009	21	7,030
Other changes	F.10	0	311	0	0	311
Balance at December 31, 2022		5,270	179,070	-79,967	-1,648	102,725

Notes to the Consolidated Financial Statements

A General information, accounting principles and policies

A.1 General information

The company was established as Al Monet (Luxembourg) Parentco S.à r.l. ("the Company"), headquartered in 2-4, Rue Beck, L-1222 Luxembourg on June 7, 2018, for an indefinite period of time. It is entered in the Commercial Register under register number B 225437. The Company's financial year starts on January 1, and ends on December 31 of each calendar year.

These consolidated financial statements comprise the Company and its subsidiaries and associated companies (together referred to as "the Group"). The Group is primarily involved in the intensive and non-intensive care business (e.g., individual care or care groups) which is operational in Germany (see Note B.3).

A.2 Accounting principles

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. All IFRS accounting standards mandatorily applicable in the European Union as of December 31, 2022, are applied. They were authorized for issue by the Company's board of directors on April 14, 2023.

A.3 Functional and presentation currency

These consolidated financial statements are presented in Euro, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

B Consolidation

B.1 Basis of consolidation

B.1.1 Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a 'concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see Note C.8). Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

B.1.2 Subsidiaries

Subsidiaries are entities controlled by the Group. The Group 'controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

B.1.3 Loss of Control

When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

B.1.4 Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

B.2 Changes to the Group

As part of the strategy of growth through acquisitions, the Group acquires further care services on a regular basis. In the fiscal year 2022, the Group acquired, individually, immaterial care services, so that an aggregate disclosure is stated below.

The Group completed the following acquisitions of 100% shares regarding care services during the fiscal year 2022: Magna Pflege GmbH, Barmstedt with acquisition date of January 1, 2022; Ambulinchen GmbH, Neckargemünd with acquisition date of January 3, 2022; Mobiler Pflegedienst Dörte Kral-Thies GmbH, Henstedt-Ulzburg with acquisition date of January 3, 2022; LEMBKE Häusliche Alten und Krankenpflege GmbH, Hamburg with acquisition date of June 1, 2022; pro.cura group of companies, (namely pro.cura Pflegeteam GmbH, Everswinkel, pro.cura Service Wohnen GmbH, Everswinkel, and pro.cura Tagespflege GmbH, Münster) with acquisition date of September 1, 2022 .

In addition to the acquisitions mentioned above, the following asset deals regarding care services were completed in the financial year: Providere GbR-außerklinische ambulante Intensivpflege, with acquisition date of June 1, 2022; Sanucuore, with acquisition date of June 1, 2022; P+Pflege NRW GmbH, with acquisition date of June 1, 2022; Sterntaler, with acquisition date of October 31, 2022; Mobiler Pflegekreis Mittermaier, with acquisition date of December 1, 2022; DAFT, with acquisition date of December 1, 2022; Ihr Pflegeteam GbR, with acquisition date of December 23, 2022.

Consideration transferred

The purchase price of the care businesses acquired in the fiscal year 2022 amounts in total to TEUR 16,324 and was paid with cash. Revenues of TEUR 13,170 and an income before taxes of TEUR 1,205 contributed to net income in the fiscal year 2022.

If the acquisitions had occurred at the start of the fiscal year 2022, consolidated revenue would have been increased by a further TEUR 2,344 to TEUR 15,514 and income before taxes would have been increased by TEUR 220 to TEUR 1,425. When calculating the amounts, the Board of Managers assumed that the fair values from the purchase price allocation at the date of acquisition would also have been valid in the event of an acquisition on January 1, 2022.

Acquisition Costs

The Group has incurred acquisition-related costs of TEUR 108 for due diligence as well as for legal and notary fees. These costs are recognized in other operating expenses.

Identifiable assets and liabilities acquired

The fair values of the assets and liabilities acquired at the respective date of acquisition are summarized below:

in TEUR	Total
Intangible assets	8
Property, plant and equipment	214
Right-of-use assets	17
Trade receivables	1,631
Other assets	213
Cash and cash equivalents	697
Loans and borrowings	-31
Trade and other payables	-1,003
Other liabilities	-388
Total identifiable net assets acquired	1,358

Goodwill

The goodwill as a result of the acquisitions was recognized as follows:

in TEUR	Total
Consideration transferred	16,324
Fair value of identifiable net assets	1,358
Goodwill	14,966

The goodwill primarily results from the future development potential, the market positions in the respective regions in which the companies operate and the experience of the employees in the field of nursing.

The total amount of goodwill that is expected to be deductible for tax purposes amounts to TEUR 0.

Restructuring changes

The Group performed a number of restructuring projects during 2022 to simplify the group structure: the assets of Pflegeservice Certus GmbH were sold to Kasimir Kranken- und Intensivpflege GmbH; the assets of Leonard Kranken- und Intensivpflege GmbH were sold to Camelot Gesellschaft für Intensivpflege GmbH; ZesS Verwaltungs- u. Besitz- GmbH & Co. KG was merged into Ambimed GmbH & Co. KG; Anita Kerner Kranken- und Altenpflege GmbH & Co. KG was merged into Korbinian Kranken- und Intensivpflege GmbH; Ventrio GmbH and Ventrio Care and Consult GmbH & Co. KG were merged into Bon Holding GmbH; RGV GmbH was merged into PDD Pflegedienst Deutschland III GmbH; Care Immobilien GmbH was merged into Benedikt Kranken- und Intensivpflege GmbH; Klara Krankenpflege Verwaltungs GmbH and Klara Krankenpflege GmbH & Co. KG were merged into Klara Krankenpflege GmbH.

B.3 List of shareholdings

Apart from the parent company itself, the group's scope of consolidation comprises the following:

Company name	Company location	Equity share in %
AI Monet Parentco S.à r.l.	Luxembourg	100
Professional Care Holding II S.à r.l.	Luxembourg	100
Professional Care Holding S.à r.l.	Luxembourg	100
Professional Care Invest S.à r.l.	Luxembourg	100
Aaron Kranken- und Intensivpflege GmbH & Co. KG	Cologne	100
Adlatus GmbH	Herford	100
Advertus Beteiligungs GmbH	Herford	100
Advertus GmbH & Co. KG	Herford	100
air vital Kranken- und Intensivpflege GmbH	Herford	100
AKB Elke Dodenhoff GmbH	Munich	100
AKIP - Ambulante Kranken- und Intensivpflege GmbH	Biberach/Riß	100
Amadeus Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
AMBIMED GmbH & Co. KG	Burghausen	100
AMBIMED Verwaltungs GmbH	Burghausen	100
Ambulante Fach- und Intensivpflege Memmingen (AFIM) GmbH	Neu-Ulm	100
Ambulinchen GmbH	Neckargemünd	100
Animus Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
ANITA Kerner Intensivpflege GmbH & Co. KG	Herford	100
B.S.B ihr privater Pflegedienst - Betreuung - Stenhüser & Beelitz GmbH & Co. oHG	Hamburg	100
Balthasar GmbH	Herford	100
BAPD GmbH	Hannover	100
Benedikt Kranken- und Intensivpflege GmbH	Herford	100
bipG VOR ORT GmbH	Koblenz	100
Bonitas Bielefeld GmbH & Co. KG	Herford	100
Bonitas GmbH & Co. KG	Herford	100
Bonitas Herford Krankenpflege GmbH & Co. KG	Herford	100
Bonitas Holding GmbH	Herford	100
Bonitas im Mühlenkreis GmbH	Herford	100
Bonitas Krankenpflege GmbH	Herford	100
Bonitas Lippe Kranken- und Intensivpflege GmbH	Herford	100
Bonitas Pflegedienste Verwaltungs GmbH	Herford	100
Bonitas Ravensberg GmbH & Co. KG	Herford	100
Bundesweite Intensiv-Pflege-Gesellschaft mbH ("bipG")	Hannover	100
BZ Immo GmbH	Coppenbrügge	0
Camelot Gesellschaft für Intensivpflege GmbH	Herford	100
CPD Intensivpflegedienst Claudia Schiefer GmbH	Munich	100
Cura GmbH	Mannheim	100
DAFT GmbH	Bad Vilbel	100
Deutsche Fachpflege Holding GmbH	Herford	100
DFH Erste Beteiligung GmbH	Herford	100
DFH Zweite Beteiligung GmbH	Herford	100
DFH Dritte Beteiligung GmbH	Herford	100
DFH Vierte Beteiligung GmbH	Herford	100
DFH Fünfte Beteiligung GmbH	Herford	100
DFH Sechste Beteiligung GmbH	Herford	100
DFH Siebte Beteiligung GmbH	Herford	100
Deutsche Fachpflege Services GmbH	Munich	100
DFH Immobilienverwaltungsgesellschaft mbH	Munich	100
Fachpflege Stuttgart GmbH	Leonberg	100
Fachpflege Tübingen GmbH	Leonberg	100
FAU frei atmen Ulm GmbH	Neu-Ulm	100
Gemeinsam Leben GmbH	Herford	100
Halvar Kranken- und Intensivpflege GmbH	Herford	100
Hand und Herz Hameln GmbH	Hameln	100
Hauseins Vermietung und Beratungsgesellschaft GmbH	Berlin	100
Häusliche Krankenpflege LEA GmbH	Lippstadt	100
Heimbeatmungsservice Brambring Jaschke GmbH	Munich	100
Heinemann Krankenpflege GmbH & Co. KG	Herford	100
Holas Ambulante Intensiv- und Beatmungspflege GmbH	Hagen	100
Ihre Assistenz im Norden GmbH & Co. KG	Herford	100
Jasper Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
Jonathan GmbH	Herford	100
Joris Kranken- und Intensivpflege GmbH	Oldenburg	100
Julius Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
Julius Krankenpflege GmbH & Co. KG	Herford	100
Jutta Jungblut Seniorenservice GmbH	Mühlheim/Ruhr	100
Kasimir Kranken- und Intensivpflege GmbH	Kuppenheim	100
Konstantin Krankenpflege GmbH & Co. KG	Herford	100
Korbinian Kranken- und Intensivpflege GmbH	Herford	100
LEMBKE Häusliche Kranken- und Altenpflege GmbH	Hamburg	100
Leonard Kranken- und Intensivpflege GmbH	Herford	100
Lynn's Best Kranken- und Intensivpflege GmbH	Herford	100
Magna Pflege GmbH	Barmstedt	100
Magnus Kranken- und Intensivpflege GmbH	Herford	100
Mobile Ambulante Pflegepartner GmbH & Co.KG - Münchner Kindl	Munich	100
Mobile Alten- und Krankenpflege HDM GmbH	Bad Arolsen	100
Mobile Hilfe Ruhr GmbH	Duisburg	100
Mobiler Pflegedienst Dörte Kral-Thies	Henstedt-Ulzburg	100
Klara Krankenpflege GmbH	Munich	100
Optivita GmbH	Wesseling	100
P+ Ihr Pflegeservice Bielefeld GmbH	Bielefeld	100
P+ Ihr Pflegeservice Hamburg GmbH	Hamburg	100
P+ Ihr Pflegeservice GmbH	Koblenz	100
P+ Pflegeservice AKD Duisburg GmbH	Herford	100
Pareidolia 1. GmbH	Hannover	100
PDD Pflegedienst Deutschland HoldCo GmbH	Herford	100
PDD Pflegedienst Deutschland GmbH	Herford	100
PDD Pflegedienst Deutschland II GmbH	Herford	100
PDD Pflegedienst Deutschland III GmbH	Herford	100
PDD Pflegedienst Deutschland IV GmbH	Herford	100
PDD Pflegedienst Deutschland V GmbH	Herford	100
PDD Pflegedienst Deutschland VI GmbH	Herford	100
PDD Pflegedienst Deutschland VII GmbH	Herford	100
PDD Pflegedienst Herford GmbH	Herford	100
Pflegedienst HAND & HERZ Ambulante Alten- und Krankenpflege GmbH	Bonn	100
Pflegedienst Weingarten GmbH	Rennerod	100
PflegeLeicht Akademie GmbH & Co. KG	Herford	100
Pflegepartner GmbH	Munich	100
Pflegeservice Certus GmbH	Kuppenheim	100
Pflegeteam Hilfe zum Leben GmbH	Hambergen	100
PKP - Pflegeteam Körner & Puttfarcken GmbH	Geesthacht	100
Private Alten- und Krankenpflege Ralf Hansen GmbH	Grefrath	100
pro.cura Pflegeteam GmbH	Everswinkel	100
pro.cura Service Wohnen GmbH	Everswinkel	100
pro.cura Tagespflege GmbH	Münster	100
Rundum Pflegedienst Berlin GmbH	Berlin	100
tip Team für Intensivpflege GmbH	Bad Arolsen	100
Titus Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
VigeoCare Intensiv-Pflege-Dienste GmbH	Jülich	100
VIP Vitale Intensiv Pflege GmbH	Freudenstadt	100
Vita ambulante Pflege GmbH	Herford	100
Vita Krankenpflege GmbH & Co. KG	Bad Rothenfelde	100
vivit Pflege GmbH	Ludwigshafen	100
Widukind Immobilien GmbH	Herford	100
ZesS Betriebsgesellschaft GmbH & Co. KG	Burghausen	100
ZAP Apo Care GmbH	Rüthen	100
ZesS GmbH	Burghausen	100

The following companies were recognized in 2021 using the equity method:

		Equity share in %
Company name	Company location	Dec. 31, 2022	Dec. 31, 2021
AmbrosiusMed GmbH	Bielefeld	0	50

AmbrosiusMed GmbH was classified as a joint venture. The business operation of the joint venture was the handling and sale of care material and other consumables. With effect of July 1, 2022 all shares have been sold and joint control ceased.

B.4 Non-controlling interests

Non-controlling interests ("NCI") are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. According to IFRS 10 the criteria for defining control according to IFRS 10 are met and despite no shares are held by the Group, BZ Immo GmbH is fully consolidated.

December 31, 2022
in TEUR	BZ Immo GmbH	Intra-group eliminations	Total
NCI percentage	100%	100%	100%
Non-current assets	5,213	0	5,213
Current assets	103	26	129
Non-current liabilities	4,851	0	4,851
Current liabilities	816	0	816
Net assets	-351	26	-325
Net assets attributable to NCI	-351	26	-325
Revenue	1,478	-601	878
Profit or loss of the fiscal year 2022	21	0	21
OCI	0	0	0
Total comprehensive income	21	0	21
Profit or loss allocated to NCI	0	0	0
OCI allocated to NCI	0	0	0
Cash flows from operating activities	962	-98	864
Cash flows from investment activities	0	0	0
Cash flows from financing activities (dividends to NCI: nil)	-1,024	0	-1,024
Net increase (decrease) in cash and cash equivalents	-62	-98	-160

December 31, 2021
in TEUR	BZ Immo GmbH	Intra-group eliminations	Total
NCI percentage	100%	100%	100%
Non-current assets	4,482	0	4,482
Current assets	337	230	567
Non-current liabilities	4,125	0	4,125
Current liabilities	1,065	302	1,368
Net assets	-372	-72	-444
Net assets attributable to NCI	-372	-72	-444
Revenue	1,356	-726	630
Profit or loss of the fiscal year 2021	32	-726	-694
OCI	0	0	0
Total comprehensive income	32	-726	-694
Profit or loss allocated to NCI	0	0	0
OCI allocated to NCI	0	0	0
Cash flows from operating activities	994	-258	736
Cash flows from investment activities	0	0	0
Cash flows from financing activities (dividends to NCI: nil)	-925	0	-925
Net increase (decrease) in cash and cash equivalents	69	-258	-189

C Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

C.1 Revenues

Revenues, which mainly results from the services brought to the intensive and non-intensive care clients, will be realized in the profit and loss account after the care-services were provided. The Group renders its services based on contracts essentially with the clients, health insurance companies or long-term care insurance companies which are either limited or unlimited. The performance obligations (individual care services) are clearly specified in the contracts. The individually contractually agreed performance obligations are based on clearly defined transaction prices or considerations (costs per hour or unit per type of service). In principle, there are no variable considerations. All care services provided to the clients are classified as performance obligations satisfied over time. Billing those care-services is done typically on a monthly basis.

C.2 Government grants

Government grants related to assets are initially recognized as deferred income at fair value if there is reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis over the useful life of the asset.

Grants that compensate the Group for expenses incurred are recognized in profit or loss as other income on a systematic basis in the periods in which the expenses are recognized, unless the conditions for receiving the grant are met after the related expenses have been recognized. In this case, the grant is recognized when it becomes receivable.

C.3 Employee benefit expenses

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.

C.4 Share based payment agreements

Selected members of the Group's management team are holding indirectly shares in AI Monet (Luxembourg) S.à r.l. through a management participation vehicle and are entitled to participate in the profits of AI Monet, in particular dividend payments, distributions in cash or in kind or the sale of shares in AI Monet. The management participation entity holds less than 10% of the shares in AI Monet as of the balance sheet date. In a potential exit the proceeds on disposal correspond to fair value. The acquisition price of the shares has been at fair market value at the acquisition date.

C.5 EBITDA

EBITDA corresponds to earnings before interest, taxes, depreciation and amortization and impairment as reported in the consolidated statement of profit and loss and comprehensive income.

C.6 Interest income and interest expenses

The Group's finance income and finance costs include interest income and interest expense.

Interest income or expense is recognized using the effective interest 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 to the gross carrying amount of the financial asset, or the amortized cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

C.7 Taxes on income

Income taxes comprise all current and deferred taxes based on taxable profit. They are mainly calculated taking into account the corporate income tax rate including solidarity surcharge of Germany in the amount of 15.825%, as most of the entities are exempted from trade tax. Interest and other surcharges in connection with income taxes are not recognized in income tax expense. For local entities that are not exempted from local trade tax, deferred taxes were calculated with a combined tax rate of 30.875% for both corporate income tax and trade tax rate.

Generally, income taxes are calculated on the basis of the profits reported for the fiscal year. Current income taxes are recognized in the amount in which it is assumed they will be paid to the tax authorities in the future. Deferred taxes are accounted for in respect of temporary differences between the carrying amount of an asset or liability in the financial statement and its tax bases. They also include unused tax losses carried forwards and interest carried forwards. Where deferred tax assets occur, they are measured and adjusted according to an assessment of their future recoverability using forecast calculations and realizable tax strategies. Deferred taxes are calculated at the enacted or substantially enacted tax rates that are expected to apply when the asset or liability will be settled.

C.8 Goodwill and other intangible assets

I. Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Other intangible assets, including software, client relationships and trademarks, which are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

II. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and trademarks, is recognized in profit or loss as incurred.

III. Amortization and impairment of intangible assets

Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss. Goodwill is not amortized. The estimated useful lives of material intangible assets for current and comparative periods are as follows:

―	software: 3 - 6 years,
―	trademarks: 5 years,
―	client relationships: 3 years.

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

According to IFRS, goodwill essentially has an unlimited useful life and is tested annually for impairment. The Group performs an impairment testing on the carrying amounts of goodwill at the end of each fiscal year.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units ("CGU"). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

For more details on goodwill impairment testing see Note F.1.B.

C.9 Property, plant and equipment

I. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation, and any accumulated impairment losses. At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

II. Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

III. Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

―	buildings: 33 - 50 years,
―	tenant fixtures: 2 - 20 years,
―	operating and business equipment: 3 - 12 years.

There are no significant differences in the useful lives of material components of fixed assets.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

C.10 Leases

Leases are accounted for in accordance with IFRS 16. 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 in exchange for consideration.

I. As a Lessee

The Group recognizes and measures all leases (except for short-term leases and leases for which the underlying asset is of low value) in accordance with a single model. It recognizes liabilities for making lease payments and right-of-use assets for the right to use the underlying asset.

Right-of-use assets

The Group recognizes right-of-use assets as of the commencement date of the lease (i.e., as of the date on which the underlying leased asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. The costs of the right-of-use assets contain the lease liabilities recognized, the initial direct costs incurred and the lease payments made at or before the commencement date, less any lease incentives received and the estimate of costs for dismantling or removing the underlying asset or for restoring the underlying asset or the site on which it is located, less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis as follows over the shorter of the lease term and the expected useful life of the leased asset. The right-of-use assets will also be tested for impairment.

Lease liabilities

On the commencement date, the Group recognizes the lease liabilities at the present value of the lease payments to be made over the lease term. In determining the lease term, extension and termination options are taken into account, if it is reasonably certain that they will be exercised or not exercised.

The lease payments include fixed payments (including in-substance fixed payments), less any lease incentives receivable, variable lease payments that depend on an index or rate and amounts expected to be payable under residual value guarantees. The lease payments further include the exercise price of a purchase option if the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease if the lease term reflects the Group exercising an option to terminate the lease.

Variable lease payments that do not depend on an index or a rate in the period in which the event or condition that triggers this payment occurs are recognized as an expense.

When calculating the present value of the lease payments, the Group normally uses its incremental borrowing rate at the commencement date because the interest rate implicit in the lease cannot be readily determined. The group determines its incremental borrowing rate by obtaining interest rates from various external sources and makes certain assumptions to reflect the terms of the lease and type of asset lease. Following the commencement date, the amount of the lease liability is increased to reflect higher interest and reduced to reflect the lease payments made. In addition, the carrying amount of the lease liability is revalued in the event of changes to the lease, changes to the lease term, changes to the lease payments (e.g., changes in future lease payments as a result of a change in an index or a rate used to determine those payments) or in the event of a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low value assets

The Group applies the exemption for short-term leases (i.e., leases whose term from the commencement date is a maximum of twelve months and which do not include a purchase option) for short-term leases of machinery and technical equipment. It also applies the exemption for leases of low value assets to leases of items of office equipment classified as low value. Lease payments for short-term leases and for leases of low value assets are recognized as an expense on a straight-line basis over the lease term.

II. As a Lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognizes lease payments received under operating leases as revenues on a straight-line basis over the lease term as part of "Other care related revenue".

C.11 Inventory

Inventories are measured at the lower of cost and net realizable value at the reporting date.

C.12 Non-current assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held for sale or held-for distribution and subsequent gains and losses on remeasurement are recognized in profit or loss. Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated.

C.13 Financial instruments

In accordance with IAS 32.11, all contracts that give rise to a financial asset on one entity and a financial liability or equity instrument of another entity are considered financial instruments. Financial instruments that are measured at amortized cost are initially recognized at fair value on the trading day, taking into account attributable transaction costs. Transaction costs must be recognized immediately in the income statement for financial instruments measured at fair value through profit or loss ("FVTPL"). Furthermore, trade accounts receivables are recognized on initial recognition not at fair value but at the transaction price. Expected Credit Loss for cash and other financial instruments are not recognized for materiality reasons.

Classification of financial instruments

Financial assets

Financial assets are classified in the following measurement categories:

―	at amortized cost,
―	at fair value through other comprehensive income and
―	at air value through profit and loss.

A classification into the three categories takes place based on the Group's business model for managing the financial assets as well as the characteristics of the contractual payment flows of the assessed financial assets.

The "at amortized cost" category contains all financial assets whose business model is associated with the aim of collecting the contractually agreed payment flows (business model: "hold"). Likewise, the contractual terms and conditions of the financial asset must be such that cash flows occur at fixed dates that exclusively represent repayments and interest payments on the outstanding notional amount (SPPI - criterion "cash flow condition").

Measurement at fair value through other comprehensive income is to be applied to financial assets with the aim of realizing cash flows both through the receipt of contractual payments and through sale ("holding and selling" business model). At the same time, the contractual conditions of the financial asset must also be structured so that payment flows, which exclusively represent principal and interest payments on the outstanding nominal amount, are generated on defined dates (SPPI criterion: cash flow condition).

Financial assets at fair value through profit or loss are those that are either held for trading or managed on the basis of their fair value or whose cash flows are maximized through sales. If financial instruments are classified "at fair value through profit and loss," transaction costs are reported in profit and loss directly in the period in which they arise. This relates to a residual category which contains all financial assets that cannot be assigned to the "hold" or "hold and sell" business model (business model: "trade/other") as well as assets for which the SPPI criterion does not result in a positive decision. Financial assets for which the "fair value option" is exercised for the initial recognition are also classified as "at fair value through profit and loss."

Financial assets in the "at amortized cost" category particularly include trade accounts receivable (not including factoring), cash and cash equivalents and other receivables.

Cash equivalents are short-term, extremely liquid financial investments that can be converted to cash at any time and that are only subject to insignificant risks of changes in value.

Financial assets in the category "at fair value through profit or loss" exist in the Group in the form of trade accounts receivable for which non-recourse factoring is applied.

Reclassifications between the measurement categories did not occur in the fiscal year 2022 and the previous year.

Financial liabilities

Financial liabilities are classified in the "at amortized cost" category. The Group does not recognize financial liabilities at fair value.

Financial liabilities in the category "at amortized cost" are mainly liabilities to banks, preferred equity certificates and trade payables.

Equity instruments

Equity instruments under IFRS 9 are essentially classified at fair value through profit and loss. For the initial recognition of a financial investment in an equity instrument that is held as a long-term strategic investment rather than for trading purposes, IFRS 9 provides for an irrevocable option to report the changes to fair value in other comprehensive income ("FVOCI option"). In this case, the classification takes place in the "at fair value through other comprehensive income" category. In one case, an equity investment was classified as "at fair value through other comprehensive income" at initial recognition.

The fair value corresponds to the prices quoted on an active market, where applicable. If such a market does not exist, the fair value is calculated based on measurement models using current market parameters.

Derecognitions and modifications

Financial assets are derecognized if the contractual rights to payments that arise from the instrument expire or, alternatively, the financial assets are transferred with all material risks and opportunities. Financial liabilities are derecognized if the contractual obligations are settled, canceled, or expire. In the event of adjustments to loan conditions or extensions of terms, the Group validates whether this involves substantial modifications within the meaning of IFRS 9. The assessment as to whether a modification is substantial is made on basis of qualitative and quantitative criteria; the criteria used by the Group for financial assets correspond to the criteria for financial liabilities. If there is a substantial modification, the existing financial instrument is derecognized and the substantially modified financial instrument is rebooked. If there is a non-substantial modification, the carrying amount of the financial instrument is adjusted through profit or loss.

Impairments of financial instruments

IFRS 9 requires expected losses to be reported for all assets within the scope of the impairment provisions. The loss reported as well as the interest collected are calculated based on the assignment of the instrument to the categories listed below.

According to the general impairment model ("general approach"), the change in value is determined based on the following three levels:

Level 1: All relevant instruments are initially assigned to level 1. The present value of the expected losses from possible default events within the next twelve months ("12-month expected credit loss") after the reporting date must be reported and recognized as an expense. Interest is recognized on the basis of the gross carrying amount. Consequently, the effective interest method is applied on the basis of the carrying amount before risk provisioning is taken into account.

Level 2: This includes all instruments which have undergone a significant increase in the default risk since their initial reporting. The monitoring for a significant increase in the default risk as of the reporting date is carried out in connection with a screening process of the relative changes in ratings or credit default swap spreads (CDS spreads) of the business partner. Generally, a significant increase in the default risk is assumed in the event that the financial instruments are more than 30 days overdue. If the business partner for the financial instruments has at least an investment-grade rating, no assessment of a significant increase in the credit risk is made. The impairment corresponds to the present value of the expected losses from possible default events over the remaining term of the instrument ("lifetime expected credit loss"). The interest is reported in the same way as for level 1.

Level 3: If, in addition to an increased risk of default, there is objective evidence of an impairment of an instrument, the impairment is also measured based on the present value of the expected losses from possible default events over the remaining term. The reporting of the interest in the following periods must be adjusted so that the interest income is calculated based on the net carrying amount and therefore based on the carrying amount after taking account of the loan loss provision.

At each balance sheet date, the Group tests whether there is objective evidence of impairment for financial instruments carried "at amortized cost" or "at fair value through other comprehensive income." Criteria for impairment include default or default of debtors, indications of imminent insolvency or the disappearance of an active market for a security due to financial difficulties.

A default event exists when it is considered probable that a debtor cannot or will not be able to meet its payment obligations or meet them in full. Where a default event exists, the gross carrying amounts of the financial assets (fully or partially) are derecognized so that the gross carrying amount after derecognition represents the expected recoverable amount. In addition, a default event is assumed in the event of significant payment delays. For financial instruments within the scope of the "general approach", a default event is assumed in connection with an amount overdue by more than 90 days.

For the Group, in particular cash and cash equivalents are subject to the impairment requirements in accordance with the general approach.

For trade receivable and lease receivables, IFRS 9 provides for a simplified approach to impairment ("simplified approach") under which an impairment in the amount of the expected losses must be reported over the remaining term for all instruments, irrespective of the credit quality. Consequently, no distinction is made for these financial instruments between allocations to level 1 or level 2 of the impairment model under IFRS 9. A transfer to level 3 takes place if there is objective evidence of impairment. With respect to trade accounts receivable, a default event is assumed in the case that there are delays in payment in excess of 120 days. A default also exists if it considered probable that a debtor cannot meet or cannot entirely meet its payment obligations.

C.14 Preferred equity certificates

The preferred equity certificates ("PECs") are taken out for the purpose of financing the group and are therefore not linked to specific assets on the balance sheet. PECs are not held for sale. In addition, it is assumed that there are no embedded derivatives in the contract for the PECs. Because of these characteristics, PECs are categorized as other financial liabilities.

The PECs are initially recognized in the balance sheet when the group becomes a contractual party to the financial instrument. PECs are initially measured at fair value including directly attributable transaction costs. Subsequent measurement is based on classification as other financial liabilities at amortized cost using the effective interest method.

However, the Group Board of Managers is of the opinion that the reported capital and reserves balance does not adequately reflect the equity position of the group. The Board of Management is of the opinion that this indicator is material to the understanding of the financial position and net assets.

When setting up the Group in 2018, the Group's shareholder provided capital in the form of equity (as recognized on the balance sheet) as well as long-term, non-cash, interest-bearing liabilities (shareholder loans in the form of PECs). Due to their long-term nature and subordination versus third party liabilities, these shareholder loans according to management ́s view are to be viewed as equity.

The Group's economic equity correspondingly breaks down as follows:

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Equity recognized in the balance sheet	102,725	95,385
Non-current interest-bearing financial liabilities	130,591	122,935
Economic equity	233,316	218,320

The economic capital corresponds to an economic equity ratio of 28.4% (PY: 27.5%).

The Group's definition relating to economic equity is customary for the shareholder structure, however, it might deviate from other companies' indicators and disclosures with a similar purpose.

C.15 Provisions and contingent liabilities

Provisions are recognized for legal or constructive obligations toward third parties that were caused by past events, that are likely to lead to the outflow of resources and whose amount can be reliably estimated. The timing and/or the amount of provisions are uncertain.

The amount of provisions is calculated based on the best estimate of the amount of the expected outflow of resources. If the provisions are expected to be utilized within the normal business cycle, they are classified as current. Non-current provisions with a term of more than one year are discounted on the reporting date using the corresponding interest rates.

The Group reports all risks and obligations arising from tax matters under tax liabilities.

C.16 Significant accounting judgements, estimates and assumptions

The preparation of the consolidated financial statements requires a certain amount of discretionary decisions, estimates and assumptions by the management which affect the application of the accounting methods and the stated amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Changes of estimates are reported prospectively.

Discretionary decisions in the application of accounting policies influence the amounts recognized in the consolidated financial statements primarily in relation in determining the term of leases (see Note C.10), especially in establishing whether the exercise of extension options will materialize with an adequate degree of certainty.

Material effects on the consolidated financial statements because of assumptions and estimation uncertainty particularly occur in impairment testing. There are assumptions and estimation uncertainty in the recognition as well as measurement of other provisions of litigations and contingent liabilities especially regarding the key assumptions about the likelihood and magnitude of an outflow of resources (see Note C.15). There is further significant estimation uncertainty in the determination of the fair values of the assets and liabilities identified in business combinations (see Note B.1). The measurement of bad debt and expected credit loss allowance for trade receivables requires estimation of future loss rates.

Deferred tax assets are recognized for unused tax losses and on temporary differences only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, tax loss carried forwards and interest carried forwards can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning opportunities.

The Group does not recognize deferred tax assets when it is unlikely that a corresponding amount of future taxable profit will be available against which the deductible temporary differences and tax loss carried forwards can be utilized. Significant management judgment is required when determining whether sufficient future taxable profit will be available against which the deductible temporary differences and tax loss carried forwards can be utilized. This includes management's assessment on the character and amounts of taxable future profits, the periods in which those profits are expected to occur, and the availability of tax planning opportunities. As a matter of policy, convincing evidence supporting the recognition of deferred tax assets is required if an entity has suffered a loss in either the current or the preceding periods.

Deferred taxes were calculated for most of the entities at a corporate income tax rate of 15.825% since these entities are exempt from trade tax. For local entities that are not exempted from trade tax, deferred taxes were calculated with a combined tax rate of 30.875% for both corporate income tax and trade tax rate. Further details on taxes are disclosed in Note C.7 and E.8.

C.17 Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data, or the transaction is closed out.

D IFRS issued but not yet effective

In addition to the standards presented above, the IASB has also issued additional standards, interpretations and changes to standards or interpretations which are not required to be applied at present and which, in some cases, still require adoption in EU law ("endorsement") to be applicable.

The new and amended standards interpretations that are issued by IASB, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

Currently the Group does not assume that applying these new and amended standards and interpretations will have a significant effect on the presentation of the consolidated financial statements.

New or amended Standard/Interpretation	Subject of Standard or Interpretation or Amendment	Date of mandatory application in EU
Changes to IAS 1	Classification of Liabilities as Current or Non-current	Jan. 1, 2024
Changes to IAS 1 and IFRS Practice Statement 2	Disclosure of Accounting Policies	Jan. 1, 2023
Changes to IAS 8	Definition of Accounting Estimates	Jan. 1, 2023
Changes to IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction	Jan. 1, 2023
Changes to IFRS 16	Lease Liability in a Sale and Leaseback Transaction	Jan. 1, 2024
Changes to IFRS 17	IFRS 17 Insurance Contracts and changes to IFRS 17 Insurance Contracts	Jan. 1, 2023
Changes to IFRS 10 and IAS 28	Sales or contributions of assets between an investor and its associate or joint venture	Postponed indefinitely

E Notes to the Consolidated Statement of Profit and Loss

E.1 Revenues

in TEUR	2022	2021
Revenue from care services	495,228	426,205
Other care related revenue	21,198	23,030
Total revenues	516,426	449,235

The revenues are generated in Germany. For further information see Note C.1.

The item "Other care related revenue" includes mainly rent income from clients and Covid-19 compensation payments.

E.2 Other income

in TEUR	2022	2021
Government grants corresponding investments	3,797	2,691
Government reimbursements	12,044	11,243
Reimbursements due to AltPflAusglVO (APU)	5,797	4,755
Offset benefits in kind	3,602	2,688
Non-periodic income	1,668	2,116
Miscellaneous other income	4,129	6,169
Other income total	31,037	29,660

The item "government reimbursement" includes compensations for additional expenses for material and personnel costs and furthermore special bonuses for employees in the care sector, in line with Covid-19 legislation.

The item "miscellaneous other income" includes income from the sale of property and corresponding equipment within the scope of sale-and-leaseback and compensation for insurances.

The item "non-periodic income" includes unexpected payments on fully write-off receivables.

E.3 Cost of material and services purchased

in TEUR	2022	2021
Cost of material of care-related consumables	11,367	14,331
Costs associated with the operation of care facilities	15,231	12,833
Care related costs for cars and travel	15,951	11,504
Other care related purchased services	8,783	7,610
Cost of material and services purchased total	51,332	46,278

Cost of material and services purchased increased by 10.9% or TEUR 5,054 from TEUR 46,278 to TEUR 51,332 essentially driven by business growth.

E.4 Personnel expenses

in TEUR	2022	2021
Wages and salary	336,982	287,585
Social insurance care	61,817	52,031
Other personnel expenses	859	784
Reimbursement of personnel expenses	-8,296	-7,952
Personnel expenses total	391,362	332,448

The item "Reimbursement of personnel expenses" comprises cost reimbursements that the Group receives from the health insurance companies for costs incurred by the employer in the event of illness of the employee.

E.5 Other expenses

in TEUR	2022	2021
Contributions and other charges	7,802	7,521
Legal and consulting fees	7,122	7,061
Administrative expenses	5,155	4,639
Valuation allowances and its reversals	913	3,290
Effects from changes of contingent considerations	0	-892
Miscellaneous other expenses	7,318	5,769
Other expenses total	28,310	27,388

The item "miscellaneous other expenses" comprises mainly VAT related expenses, expenses for job training and various other expenses.

E.6 Depreciation, amortization and impairments

See reconciliation of intangible assets, property plant and equipment and right-of-use assets from leases under Note F.1, F.2 and F.3.

E.7 Interest expenses

in TEUR	2022	2021
Interest on bank loans	20,456	20,598
Interest on shareholder loans	7,657	8,944
Interest expenses from lease liabilities	7,811	7,171
Other interest expenses	1,617	2,770
Interest expenses total	37,541	39,483

The other interest expenses comprise mainly factoring pre-financing costs and other miscellaneous interest expenses.

For more details on the underlying liabilities see Note F.12.

E.8 Taxes on income

The recognition and measurement of current and deferred tax receivables and liabilities depend on management estimates of tax uncertainties and future business performance. This includes both the interpretation of existing tax regulations and the testing of deferred tax assets for impairment. These estimates are adjusted when there is sufficient evidence of the need for such adjustment.

As of December 31, 2022, taxable temporary differences from undistributed profits of subsidiaries in the group for which no deferred tax liability is recognized, as such profits are not to be distributed in the foreseeable future, amount to TEUR 81 (PY: TEUR 44).

The major components of income tax expense for the years ended 31 December 2022 and 2021 are:

in TEUR	2022	2021
Consolidated profit or loss in TEUR (tax expense (+) / income (-))
Current income tax
Current income tax charge	4,244	4,251
Adjustments in respect of current income tax of previous year	-344	-25
Deferred tax
Relating to origination and reversal of temporary differences	-574	-2,801
Income tax expense reported in the statement of profit or loss	3,326	1,425

The following table shows the reconciliation between tax expense/income and the accounting profit multiplied by the applicable German (corporate) income tax rate for 2022 and 2021:

in TEUR	2022	2021
Accounting profit (+) / loss (-) before tax from continuing operations	10,356	-4,341
Accounting profit before income tax	10,356	-4,341
At Group's statutory income tax rate of 15.825% (2021: 15.825%)	1,639	-687
Deviating Tax Rates	-437	-462
Trade Tax	420	133
Change in valuation allowance of deferred tax assets on tax loss carried forwards and on temporary differences	2,175	2,149
Non-deductible business expenses for future acquisition costs	-94	64
Non-deductible expenses for tax purposes	7	27
Adjustments in respect of current income tax of previous years	-437	-25
Tax Free Income	-44	-48
Other	97	75
At the effective income tax rate of 32.1% (2021: -37.9%)	3,326	1,425
Current income tax expense reported in the statement of profit or loss	3,900	4,226
Deferred income tax expense reported in the statement of profit or loss	-574	-2,801
	3,326	1,425

Deferred taxes relate to the following:

	Consolidated balance sheet		Consolidated statement of profit or loss
in TEUR	Dec. 31, 2022	Dec. 31, 2021	2022	2021
Goodwill	-1,274	-1,097	177	488
Intangible assets	-397	-960	-564	-2,200
Tangible assets	2,594	3,359	765	5,726
Right of use leasing	-24,841	-28,145	-3,304	4,023
Other long term assets	-62	-62	0	62
Inventories	0	236	236	-29
Trade receivables	0	276	276	-135
Other short term assets	141	1,907	1,766	-25
Long term assets held for sale	0	-431	-431	-5,552
Long term financial liabilities	0	-2,082	-2,082	-454
Long term leasing liabilities	24,127	27,144	3,017	-5,345
Other long term provisions	7	8	1	-1
Short term leasing liabilities	2,789	2,880	91	-326
Short term provision employees	7	186	179	327
Other short term provisions	382	0	-382	0
Other short term liabilities	31	0	-31	0
Deferred taxes on tax losses carried forwards	25,677	21,193	-4,484	-4,612
Deferred taxes on interest carried forwards	2,322	2,006	-316	-191
Valuation allowance on deferred tax assets on tax loss carried forwards, interest carried forwards and on temporary differences	-27,709	-23,198	4,512	5,443
Net deferred tax assets (+) / liabilities (-)	3,794	3,219
Deferred tax expense (+) /(benefit (-))			-574	-2,801

As of December 31, 2022, tax loss carried forwards for which no deferred tax asset is recognized amount to TEUR 40,101 (PY: TEUR 37,073) for corporate income tax and TEUR 123,757 (PY: TEUR 99,480) for trade tax purposes. According to tax legislation as of December 31, 2022, all of these tax losses may be carried forward indefinitely and in unlimited amounts.

As of December 31, 2022, based on the existing tax loss carried forwards, deferred tax assets in the amount of TEUR 706 (PY: TEUR 239) are recognized for corporate income tax purposes among others, because these are supported by substantial evidence for sufficient future taxable income. Furthermore, the company did not recognise deferred tax assets on tax loss carried forwards for trade tax purposes due to no expected future trade income (PY: TEUR 116).

Moreover, the Group has interest carried forwards in the amount of TEUR 14,671 (PY: TEUR 12,678), for which no deferred tax assets have been recognized.

As of December 31, 2022, deferred tax assets for deductible temporary differences in the amount of TEUR 416 (PY: TEUR 208) are not recognized because management cannot expect with sufficient probability that taxable income will be available in the future.

F Notes to the Balance Sheet

F.1 Goodwill and other intangible assets

A. Reconciliation of carrying amounts

in TEUR	Goodwill	Trademarks and client relationships	Other intangible assets	Total
Cost
As of Jan. 1, 2022	504,062	53,419	9,869	567,350
Additions	14,966	0	595	15,561
Disposals	0	0	-8	-8
Additions from business combinations	0	0	8	8
As of Dec. 31, 2022	519,028	53,419	10,464	582,911
Accumulated amortization
As of Jan. 1, 2022	0	-48,714	-6,420	-55,134
Scheduled	0	-3,131	-1,460	-4,591
Impairments	0	0	-205	-205
Disposals	0	0	5	5
As of Dec. 31, 2022	0	-51,845	-8,080	-59,925
Carrying amount as of Jan. 1, 2022	504,062	4,705	3,449	512,216
Carrying amount as of Dec. 31, 2022	519,028	1,574	2,384	522,986

Regarding the additions to goodwill and client relationships, see Note B.2.

in TEUR	Goodwill	Trademarks and client relationships	Other intangible assets	Total
Cost
As of Jan. 1, 2021	494,598	53,419	9,385	557,402
Additions	9,465	0	647	10,112
Disposals	0	0	-209	-209
Additions from business combinations	0	0	176	176
Reclassifications	0	0	-131	-131
As of Dec. 31, 2021	504,062	53,419	9,869	567,350
Accumulated amortization
As of Jan. 1, 2021	0	-35,241	-5,437	-40,679
Scheduled	0	-13,472	-1,171	-14,643
Impairments	0	0	0	0
Disposals	0	0	188	188
As of Dec. 31, 2021	0	-48,714	-6,420	-55,134
Carrying amount as of Jan. 1, 2021	494,598	18,178	3,948	516,723
Carrying amount as of Dec. 31, 2021	504,062	4,705	3,449	512,216

B. Impairment test

The annual goodwill impairment test in accordance with IAS 36 was performed on December31, 2022. Other immaterial assets which are not subject to regular amortization (indefinite useful life) do not exist. There were no indications of impairment. Thus, there was no necessity for additional impairment testing during the period.

I. Impairment testing for CGUs containing Goodwill

For the purposes of impairment testing, goodwill has been allocated to the Group's CGUs as follows. The year-on-year increase in goodwill is due to the acquisition of companies during the years.

in TEUR	Dec. 31, 2022	Dec. 31, 2021
BONITAS	191,892	188,878
DFG/BIPG	327,136	315,184
Total Goodwill	519,028	504,062

The recoverable amount of the CGUs was based on fair value less costs of disposal, estimated using discounted cash flows. The fair value measurement was categorized as a Level 3 fair value based on the inputs in the valuation technique used. The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management's assessment of future trends in the relevant CGUs and have been based on historical data and detailed planning data from the individual CGUs.

In percent	Dec. 31, 2022	Dec. 31, 2021
CGU - BONITAS
Discount rate	9.0%	6.7%
Terminal values growth rate	1.0%	1.0%
Budgeted EBITDA growth rate (average of the forecast period)	16.5%	4.9%

In percent	Dec. 31, 2022	Dec. 31, 2021
CGU - DFG/BIPG
Discount rate	9.0%	6.7%
Terminal values growth rate	1.0%	1.0%
Budgeted EBITDA growth rate (average of the forecast period)	13.1%	7.8%

The discount rate was a pre-tax historical weighted-average cost of capital ("WACC") based on a group of peer companies. The cash flow projections include estimates for five years and a sustainable terminal growth rate thereafter. The terminal growth rate was determined based on management's estimate of the long-term EBITDA growth rate, consistent with the assumptions that a market participant would make. Budgeted EBITDA was estimated taking into account past experience, adjusted as follows.

―	Revenue growth was projected based upon available capacity of the individual CGUs and realistic growth potential. It was assumed that the sales price would increase in line with historical contractual escalations as well as considering the impact of the legally required tariff increases as of Sept 1st, 2022.
―	Improved operating margin as a result of restructuring of CGUs to achieve increased efficiency.
―	The increase of Budgeted EBITDA growth rates compared to 2021 are based on an in-depth bottom-up developed Mid-Range-Plan for the CGUs.

Using the above assumptions, the recoverable amounts of each of the CGUs exceeded the carrying values by a significant margin.

A sensitivity analysis was performed and after a 50bp reduction in long-term growth rate and a 50bp increase in the WACC, the recoverable amount of the CGUs remains higher than the carrying value of each CGU. Consequently, no impairment is to be recognized.

II. Analysis of factors that could lead to impairment testing of other intangible assets

The other intangible assets essentially include trademarks, client relationships and software for accounting, controlling and other administrative activities.

As of the reporting date, there were no indications that there might be a need for impairment of the other intangible assets.

F.2 Property, plant and equipment

in TEUR	Land and buildings	Operating and office equipment	Under construction	Total
Cost
As of Jan. 1, 2022	15,981	39,979	2,609	58,569
Additions	979	4,807	3,284	9,070
Disposals	-17	-1,304	-1,345	-2,666
Additions from business combinations	8	205	0	213
Other reclassifications	3,134	2	-3,136	0
As of Dec. 31, 2022	20,085	43,689	1,412	65,186
Accumulated depreciation
As of Jan. 1, 2022	-3,608	-24,635	0	-28,242
Scheduled	-1,806	-5,130	0	-6,936
Disposals	5	1,045	0	1,050
As of Dec. 31, 2022	-5,409	-28,719	0	-34,128
Carrying amount as of Jan. 1, 2022	12,374	15,345	2,609	30,327
Carrying amount as of Dec. 31, 2022	14,676	14,970	1,412	31,058

in TEUR	Land and buildings	Operating and office equipment	Under construction	Total
Cost
As of Jan. 1, 2021	14,739	34,004	4,552	53,294
Additions	1,304	5,319	2,114	8,737
Disposals	-1,195	-95	-2,676	-3,966
Additions from business combinations	55	387	0	442
Other reclassifications	1,079	365	-1,381	63
As of Dec. 31, 2021	15,981	39,979	2,609	58,569
Accumulated depreciation
As of Jan. 1, 2021	-1,894	-20,467	0	-22,361
Scheduled	-1,635	-5,192	0	-6,827
Disposals	-78	1,024	0	946
As of Dec. 31, 2021	-3,608	-24,635	0	-28,242
Carrying amount as of Jan. 1, 2021	12,844	13,537	4,552	30,933
Carrying amount as of Dec. 31, 2021	12,374	15,345	2,609	30,327

F.3 Leases

A. Leases as lessee

I. Reconciliation of carrying amounts of right-of-use assets from leases

in TEUR	Land and buildings	Vehicles and other equipment	Total
Cost
As of Jan. 1, 2022	145,194	5,550	150,744
Additions	18,150	2,289	20,439
Disposals	-6,910	-1,417	-8,327
Reassessments/modifications	730	144	874
As of Dec. 31, 2022	157,164	6,566	163,730
Accumulated depreciation and impairments
As of Jan. 1, 2022	-24,884	-2,558	-27,443
Scheduled	-15,091	-1,928	-17,019
Disposals	6,910	1,417	8,327
As of Dec. 31, 2022	-33,065	-3,069	-36,134
Carrying amount as of Jan. 1, 2022	120,310	2,992	123,301
Carrying amount as of Dec. 31, 2022	124,099	3,497	127,596

The additions to right-of-use assets in the fiscal year 2022 resulted primarily from the leasing of property and cars used for the provision of care services.

In the fiscal year 2022, gains arising from sale-and-leaseback transactions amount to TEUR 55 (PY: TEUR 4,587).

in TEUR	Land and buildings	Vehicles and other equipment	Total
Cost
As of Jan. 1, 2021	113,503	4,627	118,129
Additions	39,612	1,601	41,213
Disposals	-1,673	-677	-2,351
Reassessments/modifications	-6,248	0	-6,248
As of Dec. 31, 2021	145,194	5,550	150,744
Accumulated depreciation and impairments
As of Jan. 1, 2021	-12,298	-1,546	-13,843
Scheduled	-14,260	-1,690	-15,950
Disposals	1,673	677	2,351
As of Dec. 31, 2021	-24,884	-2,558	-27,443
Carrying amount as of Jan. 1, 2021	101,205	3,081	104,286
Carrying amount as of Dec. 31, 2021	120,310	2,992	123,301

The additions to right-of-use assets in the fiscal year 2021 resulted primarily from the leasing of property and cars used for the provision of care services.

In the fiscal year 2021, gains arising from sale-and-leaseback transactions amount to TEUR 4,587.

II. Amounts recognized in profit or loss

in TEUR	2022	2021
Interest on lease liabilities	-7,811	-7,170
Expenses relating to short-term leases	-4,708	-3,550
Expenses relating to leases of low-value assets	-659	-594
Income from operating leases	11,664	10,080
Total	-1,513	-1,234

B. Leases as Lessor

The lease agreements where the Group is the lessor are mainly property sublease agreements and include, in particular, short-term leases with clients and, to a lesser extent, with employees. All lease contracts are classified as operating leases. In fiscal year 2022 revenues from leases amount to TEUR 11,664 (PY: TEUR 10,080).

F.4 Investments

The joint venture AmbrosiusMed GmbH which is accounted as at-equity in 2021, was sold in 2022 with effect of July 1, 2022. see Note B.3.

F.5 Inventories

Inventories in the amount of TEUR 237 (PY: TEUR 257) mainly include consumables.

F.6 Trade receivables

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Trade receivables	102,059	80,818
Total	102,059	80,818

Trade receivables increased in the reporting period by 26.3% or TEUR 21,241 compared to prior year. The increase is mainly due to growth driven effects and the legally required increase in tariffs from September 2022 onwards.

F.7 Other assets

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Other assets - non-current	2,868	3,003
Other assets - current	9,973	14,448
Total	12,841	17,451

Non-current other assets include mainly rental deposits, and the current assets include prepaid expenses and VAT receivables.

F.8 Cash and cash equivalents

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Bank balances	20,177	22,935
Cash on hand	168	177
Total	20,345	23,112

Restricted cash essentially consists of rental deposits and is included in other financial assets.

F.9 Non-current assets held for sale

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Property held for sale	0	2,726
Non-current assets held for sale	0	2,726

In 2022 the decrease in assets held for sale results from the assets that have been transferred to the buyer/lessor as part of the sale-and-leaseback transaction.

For further information refer to the reconciliation of property plant and equipment in Note F.2.

F.10 Subscribed capital and share premium

The subscribed capital of the parent company amounts to TEUR 5,270 and is made up of 5,270,056 shares with a nominal value of EUR 1.00 each.

The subscribed capital is fully paid in. In accordance with Luxembourg corporate law, the Company is required to allocate at least 5% of its net profit to a statutory reserve. This requirement does not apply anymore when the statutory reserve reaches 10% of the subscribed capital. Funds from the statutory reserve may not be distributed to shareholders.

F.11 Shareholder's Loan - Preferred equity certificates

The Group Board of Managers makes disclosures on the economic equity, as the management is of the opinion that the reported capital and reserves balance does not adequately reflect the equity position of the group. The Board of Management is of the opinion that this indicator is material to the understanding of the financial position and net assets.

When setting up the Company in 2018, the Group's shareholder provided capital in the form of equity (as recognized on the balance sheet) as well as long-term, non-cash, interest-bearing liabilities (shareholder loans in the form of preferred equity certificates). Due to their long-term nature and subordination versus third party liabilities, these shareholder loans according to management ́s view are to be viewed as equity.

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Preferred equity certificates	95,500	95,500
Accrued interest	35,091	27,435
Total non-current preferred equity certificates	130,591	122,935

For further Information see Note F.12.

F.12 Financial Instruments

F.12.1 Accounting classifications and fair values

December 31, 2022	Carrying amount
in TEUR	Mandatorily at FVTPL	At amortized cost	Other financial liabilities	Total
Financial assets measured at fair value
Trade and other receivables (Non-recourse factoring)	2,415			2,415
Financial assets not measured at fair value
Trade and other receivables		102,059		102,059
Other financial assets		782		782
Cash and cash equivalents		20,345		20,345
Financial liabilities not measured at fair value
Bank loans		365,058		365,058
Shareholder loans - preferred equity certificates		130,591		130,591
Trade and other payables		4,950		4,950

December 31, 2022	Fair value measurement
in TEUR	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Trade and other receivables (Non-recourse factoring)		2,415		2,415
Financial assets not measured at fair value
Trade and other receivables				0
Other financial assets				0
Cash and cash equivalents				0
Financial liabilities not measured at fair value
Bank loans				0
Shareholder loans - preferred equity certificates				0
Trade and other payables				0

December 31, 2021	Carrying amount
in TEUR	Mandatorily at FVTPL	At amortized cost	Other financial liabilities	Total
Financial assets measured at fair value
Trade and other receivables (Non-recourse factoring)	4,431			4,431
Financial assets not measured at fair value
Trade and other receivables		76,387		76,387
Other financial assets		453		453
Cash and cash equivalents		23,112		23,112
Financial liabilities not measured at fair value
Bank loans		364,495		364,495
Shareholder loans - preferred equity certificates		122,935		122,935
Other financial liabilities		790		790
Trade and other payables		5,881		5,881

December 31, 2021	Fair value measurement
in TEUR	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Trade and other receivables (Non-recourse factoring)		4,431		4,431
Financial assets not measured at fair value
Trade and other receivables				0
Other financial assets				0
Cash and cash equivalents				0
Financial liabilities not measured at fair value
Bank loans				0
Shareholder loans - preferred equity certificates				0
Other financial liabilities				0
Trade and other payables				0
				0

F.12.2 Loans and borrowings

Loans and borrowings
in TEUR	Dec. 31, 2022	Dec. 31, 2021
Liabilities towards credit institutions	365,058	364,495
Preferred equity certificates	130,591	122,935
Lease liabilities	125,007	119,614
Non-current financial liabilities	620,656	607,044
Liabilities towards credit institutions - current	20,217	8,131
Lease liabilities - current	14,767	13,627
Other financial liabilities - current	0	790
Current financial liabilities	34,984	22,548
Total financial liabilities	655,640	629,593

The increase in the item "lease liabilities" is due to the effect of new lease agreements which exceeds the decrease by subsequent accounting of the lease liabilities.

F.12.3 Loans and borrowings (continued)

Terms and repayment schedule				Dec. 31, 2022
in TEUR	Currency	Nominal interest rate	Year of maturity	Face Value	Carrying amount
Bank loan	EUR	4,75%	2025	314,900	316,900
Bank loan ¹⁾	EUR	4,75%	2025	53,365	53,432
Bank loan	EUR	2,50%	2025	45,000	12,011
Bank loan	EUR	2,05%	2023	0	0
Shareholder loans	EUR	6,49-7,00%	2067-2069	95,500	130,591
Lease liabilites	EUR	5,25-6,25%	2023-2042	184,255	139,774
Bank loans regarding car financing	EUR	1,97-6,3%	2023-2025	2,905	2,905
Other liabilities to banks	EUR			27	27
Total interest-bearing liabilities				695,952	655,640

Terms and repayment schedule				Dec. 31, 2021
in TEUR	Currency	Nominal interest rate	Year of maturity	Face value	Carrying amount
Bank loan	EUR	4,75%	2025	314,900	314,573
Bank loan ¹⁾	EUR	4,75%	2025	85,000	43,269
Bank loan	EUR	2,50%	2025	45,000	10,093
Bank loan	EUR	2,05%	2023	1,720	1,430
Shareholder loans	EUR	6,49-7,00%	2067-2069	95,500	122,935
Lease liabilites	EUR	5,25-6,25%	2023-2042	191,212	133,241
Bank loans regarding car financing	EUR	1,97-6,3%	2023-2025	2,948	2,948
Other liabilities to banks	EUR			1,103	1,103
Total interest-bearing liabilities				737,383	629,593

1) The decrease in face value is due to the facility being close to maturity and no further drawdown is permitted.

F.12.4 Reconciliation of movements of liabilities to cashflows arising from financing activities

December 31, 2022	Liabilities
in TEUR	Bank loans	Other loans and borrowings	Lease liabilities	Preferred equity certificates
Changes from financing cash flows
Proceeds from issue of subscribed capital
Proceeds from loans and borrowings	21,031
Repayment of borrowings	-11,430
00Transaction costs related to loans and borrowings	-381
Payment of lease liabilities			-22,582
Interest paid	-18,398
Total changes from financing cash flows	-9,178	0	-22,582	0
Changes arising from obtaining or losing control of subsidiaries/other businesses
Other liability-related changes
Change in bank overdraft	-4
New leases			20,439
Capitalised borrowing costs	1,778
Interest expense	20,053		7,811	7,656
Remeasurement			865
Total liability-related other changes	21,827	0	29,115	7,656
Total equity-related other changes
Balance at December 31, 2022	12,649	0	6,533	7,656

December 31, 2022	Equity
in TEUR	Subscibed capital	Reserves	Retained earnings	NCI	Total
Changes from financing cash flows
Proceeds from issue of subscribed capital		311			311
Proceeds from loans and borrowings					21,031
Repayment of borrowings					-11,430
00Transaction costs related to loans and borrowings					-381
Payment of lease liabilities					-22,582
Interest paid					-18,398
Total changes from financing cash flows	0	311	0	0	-31,449
Changes arising from obtaining or losing control of subsidiaries/other businesses					0
Other liability-related changes					0
Change in bank overdraft					-4
New leases					20,439
Capitalised borrowing costs					1,778
Interest expense					35,520
Remeasurement					865
Total liability-related other changes	0	0	0	0	58,598
Total equity-related other changes				714	714
Balance at December 31, 2022	0	311	0	714	27,863

December 31, 2021	Liabilities
in TEUR	Bank loans	Other loans and borrowings	Lease liabilities	Preferred equity certificates
Changes from financing cash flows
Proceeds from issue of subscribed capital				-103,450
Proceeds from loans and borrowings	-9,094
Repayment of borrowings
Transaction costs related to loans and borrowings	-716
Payment of lease liabilities			-20,356
Interest paid	-19,202
Total changes from financing cash flows	-29,013	0	-20,356	-103,450
Changes arising from obtaining or losing control of subsidiaries/other businesses
Other liability-related changes
Change in bank overdraft	5
New leases			47,431
Capitalised borrowing costs	1,493
Interest expense	20,131		7,171	8,943
Remeasurement			-6,613
Total liability-related other changes	21,629	0	47,989	8,943
Total equity-related other changes
Balance at December 31, 2021	-7,385	0	27,633	-94,508

December 31, 2021	Equity
in TEUR	Subscribed capital	Reserves	Retained earnings	NCI	Total
Changes from financing cash flows
Proceeds from issue of subscribed capital	1	103,450			1
Proceeds from loans and borrowings					-9,094
Repayment of borrowings
Transaction costs related to loans and borrowings					-716
Payment of lease liabilities					-20,356
Interest paid					-19,202
Total changes from financing cash flows	1	103,450	0	0	-49,368
Changes arising from obtaining or losing control of subsidiaries/other businesses					0
Other liability-related changes					0
Change in bank overdraft					5
New leases					47,431
Capitalised borrowing costs					1,493
Interest expense					36,245
Remeasurement					-6,613
Total liability-related other changes	0	0	0	0	78,560
Total equity-related other changes				-64	-64
Balance at December 31, 2021	1	103,450	0	-64	29,128

F.12.5 Capital Management

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Debt and debt like liabilities	380,265	369,696
Accrued interest	7,308	6,679
Loans for car financing	2,905	2,948
Other liabilities to banks	28	313
Discount for effective interest rate calculation	-5,231	-7,010
Lease liabilities	139,774	133,241
Total Bank / Lease liabities	525,049	505,868
./. Cash and cash equivalents	-20,345	-23,112
Net debt 1	504,704	482,756
Preferred equity certificates	130,591	122,935
Accounts payable	4,950	5,881
Other financial liabilites	0	790
Net debt 2	640,245	612,362
Total equity	102,725	95,385
Adjusted equity	102,725	95,385
Net debt to adjusted equity ratio	6.2	6.4

F.12.6 Crédit risk

Credit risks arise essentially from trade receivables from customers. On the customer's side, the risk relates to late, partial or lacking payments of receivables without compensation and to non-payment.

in TEUR	2022	2021
Contracts with customers	118	-446
Impairment loss on lease receivable	0	0
Contract assets	0	0
Total allowances recognized due to credit risk	118	-446

Trade receivables - exposure to credit risk by counterparty

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Individual customers	9,860	6,469
Corporate customers	92,199	74,350
Total trade receivables and contract assets	102,059	80,818

For the two debtor clusters "Individual customers" and "Corporate customers" (mainly health insurance companies, nursing care insurance companies and social welfare offices), it is not appropriate to state or determine a credit Rating.

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Individual customers	-301	-659
Corporate customers	-81	-54
Total employee benefits and other liabilities	-382	-713

F.12.7 Interest rate risk

Exposure to interest rate risk:	Nominal amount
in TEUR	Dec. 31, 2022	Dec. 31, 2021
Variable-rate instruments
Financial liabilities	382,343	367,935
Total	382,343	367,935

Cash flow sensitivity for variable-rate instruments:	Profit or loss		Equity, net of tax
in TEUR	75 bp increase	75 bp decrease	75 bp increase	75 bp decrease
December 31, 2022
Variable-rate instruments	-2,771	1,572	-2,771	1,572
Cash flow sensitivity (net)	-2,771	1,572	-2,771	1,572
December 31, 2021
Variable-rate instruments	-812	1,971	-812	1,971
Cash flow sensitivity (net)	-812	1,971	-812	1,971

The table above shows the sensitivity of the Group earnings to a change in interest rates (by a rise of 75 basis points and a fall of 75 basis points) on variable-rate loans and balances.

F.12.8 Liquidity risk

December 31, 2022			Contractual cash flows
in TEUR	Carrying amount	Contractually agreed cash flows	Less than 1 year	1-5 years	More than 5 years
Non-derivative financial liabilities
Bank loans	382,371	442,620	33,175	409,445	0
Bank loans regarding car financing	2,905	3,390	1,130	2,260	0
Preferred equity certificates	130,591	2,223,728	0	0	2,223,728
Lease liabilities	139,774	203,093	23,015	69,721	110,357
Other financial liabilities	0	0	0	0	0
Trade payables	4,950	4,950	4,950	0	0
Total	660,591	2,877,781	62,270	481,426	2,334,085

December 31, 2021			Contractual cash flows
in TEUR	Carrying amount	Contractually agreed cash flows	Less than 1 year	1-5 years	More than 5 years
Non-derivative financial liabilities
Bank loans	369,678	439,130	29,182	409,948	0
Bank loans regarding car financing	2,948	3,237	1,079	2,158	0
Preferred equity certificates	122,935	2,223,728	0	0	2,223,728
Lease liabilities	133,241	191,212	20,755	64,039	106,418
Other financial liabilities	790	790	790	0	0
Trade payables	5,881	5,881	5,881	0	0
Total	635,474	2,863,978	57,687	476,145	2,330,146

F.13 Provisions

in TEUR	Jan. 1, 2022	Additions	Additions to the scope of consolidation	Utilization	Reversals	Compounding
Provisions from contingent considerations	12,536	0	0	0	0	-612
Other provisions	8,075	5,188	108	-6,122	-1,233	0
Total	20,611	5,188	108	-6,122	-1,233	-612

in TEUR	Dec. 31, 2022
Provisions from contingent considerations	11,924
Other provisions	6,016
Total	17,940

In the fiscal year 2022 and in the previous year, provisions for uncertainty relating to compensation payments and provisions for taxes are included in the position "other provisions".

in TEUR	Jan. 1, 2021	Additions	Additions to the scope of consolidation	Utilization	Reversals	Compounding
Provisions from contingent considerations	16,053	365	0	-3,274	-1,257	648
Other provisions	4,858	4,258	3	-989	-55	0
Total	20,911	4,623	3	-4,263	-1,312	648

in TEUR	Dec. 31, 2021
Provisions from contingent considerations	12,536
Other provisions	8,075
Total	20,611

F.14 Trade payables

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Trade payables - third Party	4,345	4,693
Outstanding invoices - third party	605	1,188
Total	4,950	5,881

F.15 Employee benefits and other liabilities

	Dec. 31, 2022		Dec. 31, 2021
in TEUR		thereof non-current		thereof non-current
Accruals for vacation	7,785		6,646
Accruals for overtime	10,120		8,381
Accruals for wage payments	6,699		5,601
Other employee benefits	3,275		7,660
Tax liabilities	5,377		4,196
Advisory and audit fees	524		547
Deferred income	149		184
Miscellaneous other non-financial liabilities	6,514	120	9,364	316
Total employee benefits and other liabilities	40,443	120	42,579	316

G Other disclosures

G.1 Contingent liabilities and other financial commitments

As at balance sheet date, there are no significant contingent liabilities.

G.2 Related party transactions

Related parties within the meaning of IAS 24 are natural persons or companies that can be influenced by AI Monet (Luxembourg) Parentco S.à r.l. ("the Company"), that can exert an influence on the Company or that are under the influence of another related party of the Company. Transactions with related parties were conducted at arm's length.

Balances and transactions between the Company and its subsidiaries included in the consolidated financial statements that are related parties have been eliminated in the course of consolidation and are not explained in these notes. For the list of shareholdings see Note B.3.

A. Parent and ultimate controlling party

The Group is directly controlled by AI Monet (Luxembourg) Midco-B S.à r.l., Luxembourg ("AI Monet Midco-B"), which holds 100% of the shares of the Group.

The ultimate shareholders of the parent Company are various fund controlled by Advent International. ́

B. Transactions with key management personnel

I. Key management personnel compensation

in TEUR	2022	2021
Short-term employee benefits	1,521	3,295
Total	1,521	3,295

Compensation of the Group's key management personnel includes salaries and other benefits.

II. Key management personnel transactions

There were no transactions with persons in key positions in the reporting periods.

III. Other related party transactions

There were no other transactions with related parties.

G.3 Additional disclosures relating to the statement of cash flows

The Group's statement of cash flows shows how cash and cash equivalents have changed during the reporting year as a result of cash inflows and outflows. The cash flow statement is structured to show cash flows from operating, investing and financing activities.

Cash funds considered in the cash flow statement comprise all cash and cash equivalents in the balance sheet.

Cash flows from investing and financing activities are computed on the basis of payments. By contrast, cash flows from operating activities are derived indirectly based on the Group's EBITDA for the respective fiscal year.

Interest received/paid and income taxes paid are shown separately in the cash flow statement. For cash flow statement purposes, interest paid is reported below cash flows from financing activities.

G.4 Full-time equivalents

in FTE	Dec. 31, 2022	Dec. 31, 2021
Nursing and care service	6,272	6,103
Management and administrative	649	580
Total	6,921	6,683

The increase in the full-time equivalents ("FTE") is mainly due to additions resulting from business combinations and increased numbers of clients.

G.5 Auditor's fee

in TEUR	2022	2021
Audit Services	574	584
Other assurance services	39	184
Total	613	768

The position "Audit services" includes the audit fees of KPMG Luxembourg and KPMG Germany.

G.6 Events after the reporting date

The Group signed the asset purchase agreement for Elite care team on November 24, 2022, with closing of the transaction on January 1, 2023. Additionally, the share purchase agreement for HKP Bauer was signed on October 31, 2022, with closing on January 1, 2023.

G.7 Executive bodies

During the financial year 2022 the Company was managed by the following managing directors:

―	Aurélie Comptour, Luxembourg, as of June 7, 2018
―	Douglas Sutherland, Luxembourg, as of October 1, 2018
―	Jean-Francois Jochum, Luxembourg as of February 3, 2023
―	Linda Harroch, Luxembourg, as of June 7, 2018
―	Norbert Gustave Esslingen, Luxembourg, as of October 1, 2018
―	Myriam Deltenre, Luxembourg, from June 7, 2018, to July 31, 2022
―	Michael J. Ristaino, USA, from June 7, 2018, to February 3, 2023

The Board of Managers is responsible for the management of the Company. Compensation of TEUR 73 (PY: TEUR 73) in total was paid to the Board of Managers during fiscal year 2022. Certain members were not compensated by the parent company or by other Group companies.

Neither advances nor loans have been granted by the Company to the members of the management and supervisory bodies.

Luxembourg, April 14, 2023

AI Monet (Luxembourg) Parentco S.à r.l.

On behalf of company Management

By:

Linda Harroch

and

Aurélie Comptour

Title: Managers

Consolidated Management Report year ended 31 December 2022

H Business and general conditions

H.1 Economic and legal bases

The company was established as Al Monet (Luxembourg) Parentco S.à r.l. ("the Company"), headquartered in 2-4, Rue Beck, L-1222 Luxembourg on June 7, 2018, for an indefinite period of time. It is entered in the Commercial Register under register number B 225437. The Company's financial year starts on January 1, and ends on December 31 of each calendar year, with exception of the first financial year which started on June 7, 2018 (date of incorporation) and ended on December 31, 2018.

The object of the Company is to act as an investment holding company, i.e., to acquire and manage and sell investments in other foreign and domestic companies.

In July 2018, Deutsche Fachpflege Group was acquired ("DFG Group"), the leading provider of outpatient intensive care services in Germany.

In February 2019, the Bonitas Group headquartered in Herford was acquired, which is the provider of care services that specializes in outpatient intensive care and outpatient geriatric and nursing services. The Bonitas Group had a good regional and strategic fit to the existing DFG Group. The resulting combination created DEUTSCHE FACHPFLEGE the leading outpatient intensive care provider in Germany, allowing continuous improvement of nursing care and broadening of market coverage.

In 2022, the following subsidiaries were acquired:

―	Magna Pflege GmbH
―	Ambulinchen GmbH
―	Mobiler Pflegedienst Dörte Kral-Thies GmbH,
―	Lembke Häusliche Alten- und Krankenpflege GmbH
―	pro.cura Tagespflege GmbH, pro.cura Pflegeteam GmbH and pro.cura Service Wohnen GmbH

In 2022, the following subsidiaries were founded:

―	DAFT GmbH
―	Pareidolia 1 GmbH
―	In 2022, the following subsidiaries were internally sold:
―	Klara Krankenpflege GmbH
―	Kasimir Kranken- und Intensivpflege GmbH

In 2022, the following subsidiaries were merged:

―	Care Immobilien GmbH
―	RVG GmbH
―	Ventrio Care and Consult GmbH & Co. KG
―	Ventrio GmbH
―	Klara GmbH & Co. KG
―	Klara Verwaltungs GmbH
―	Providentia Intensivpflege Holding GmbH
―	Anita Kerner Kranken- und Altenpflege GmbH & Co. KG
―	Zess Verwaltungs- u. Besitz- GmbH & Co. KG

H.2 Organisational structure

As of December 31, 2022, the Group operates 88 out-patient care companies as well as real estate management companies and holding companies. All these companies have a Management Board which is responsible for the companies' operational business. AI Monet (Luxembourg) Parentco S.à r.l. is directly or indirectly holding the shown structure:

Holding	Entities
DFH	CPD Intensivpflegedienst Claudia Schiefer GmbH
	Deutsche Fachpflege Services GmbH
	DFH Immobilienverwaltungsgesellschaft mbH ^*
DFH 1	Bundesweite Intensiv-Pflege-Gesellschaft mbH ("bipG")
	Mobile Hilfe Ruhr GmbH
	Ambulinchen GmbH
DFH 2	AKB Elke Dodenhoff GmbH
	Ambulante Fach- und Intensivpflege Memmingen (AFIM) GmbH
DFH 3	AKIP - Ambulante Kranken- und Intensivpflege GmbH
	Fachpflege Stuttgart GmbH
	Fachpflege Tübingen GmbH
	FAU Frei Atmen Ulm GmbH
	VIP Vitale Intensiv Pflege GmbH
DFH 4	Holas Ambulante Intensiv- und Beatmungspflege GmbH
	Mobile Ambulante Pflegepartner GmbH & Co.KG - Münchner Kindl
	Pflegepartner GmbH
DFH 5	AMBIMED GmbH & Co. KG
	AMBIMED Verwaltungs GmbH
	Hauseins Vermietung und Beratungsgesellschaft GmbH
	Mobile Alten- und Krankenpflege HDM GmbH
	Pflegedienst Weingarten GmbH
	Rundum Pflegedienst Berlin GmbH
	tip Team für Intensivpflege GmbH
	ZesS Betriebsgesellschaft GmbH & Co. KG
	ZesS GmbH
DFH 6	BAPD GmbH
	bipG vor Ort GmbH
	B.S.B Ihr privater Pflegedienst - Betreuung - Stenhüser & Beelitz GmbH & Co. OHG
	DAFT GmbH
	Hand und Herz Hameln GmbH
	Heimbeatmungsservice Brambring Jaschke GmbH
	Jutta Jungblut Seniorenservice GmbH
	Mobiler Pflegedienst Dörte-Kral-Thies GmbH
	Pareidolia 1 GmbH
	P+ Ihr Pflegeservice GmbH
	P+ Ihr Pflegeservice Bielefeld GmbH
	P+ Ihr Pflegeservice Hamburg GmbH
	Pflegeteam Hilfe zum Leben GmbH
	Pflegeservice Certus GmbH
	Private Alten- und Krankenpflege Ralf Hansen GmbH
	VigeoCare Intensiv-Pflege-Dienste GmbH
DFH 7	Häusliche Krankenpflege LEA GmbH
	Magna Pflege GmbH
	Optivita GmbH
	Pflegedienst HAND & HERZ Ambulante Alten- und Krankenpflege GmbH
	PKP - Pflegeteam Körner & Puttfarcken GmbH
	ZAP Apo Care GmbH
PDD HoldCo	PDD Pflegedienst Deutschland GmbH
	Aaron Kranken- und Intensivpflege GmbH & Co. KG
	Amadeus Kranken- und Intensivpflege GmbH & Co. KG
	Animus Kranken- und Intensivpflege GmbH & Co. KG
	ANITA Kerner Intensivpflege GmbH & Co. KG
	Bonitas Bielefeld GmbH & Co. KG
	Bonitas GmbH & Co. KG
	Bonitas Herford Krankenpflege GmbH & Co. KG
	Bonitas Holding GmbH
	Bonitas Pflegedienste Verwaltungs GmbH
	Bonitas Ravensberg GmbH & Co. KG
	Gemeinsam Leben GmbH
	Heinemann Krankenpflege GmbH & Co. KG
	Ihre Assistenz im Norden GmbH & Co. KG
	Jasper Kranken- und Intensivpflege GmbH & Co. KG
	Julius Kranken- und Intensivpflege GmbH & Co. KG
	Julius Krankenpflege GmbH & Co. KG
	Konstantin Krankenpflege GmbH & Co. KG
	PDD Pflegedienst Herford GmbH
	PflegeLeicht Akademie GmbH & Co. KG
	Titus Kranken- und Intensivpflege GmbH & Co. KG
	Vita Krankenpflege GmbH & Co. KG
	Widukind Immobilien GmbH
PDD II	Bonitas im Mühlenkreis GmbH
	Bonitas Lippe Kranken- und Intensivpflege GmbH
	Jonathan GmbH
	Korbinian Kranken- und Intensivpflege GmbH
	Vita ambulante Pflege GmbH
PDD III	Balthasar GmbH
	Cura GmbH
	Magnus Kranken- und Intensivpflege GmbH
	vivit Pflege GmbH
PDD IV	Halvar Kranken- und Intensivpflege GmbH
	Adlatus GmbH
	Advertus Beteiligungs GmbH
	Advertus GmbH & Co. KG
	Bennet Kranken- und Intensivpflege GmbH
	Kasimir Kranken- und Intensivpflege GmbH
	Klara Krankpflege GmbH
	LEMBKE Häusliche Kranken- und Altenpflege GmbH
PDD V	Leonard Kranken- und Intensivpflege GmbH
	Lynn's Best Kranken- und Intensivpflege GmbH
PDD VI	Benedikt Kranken- und Intensivpflege GmbH
	Joris Kranken- und Intensivpflege GmbH
PDD VII	air vital Kranken- und Intensivpflege GmbH
	Bonitas Krankenpflege GmbH
	Camelot Gesellschaft für Intensivpflege mbH
	pro.cura Pflegeteam GmbH
	pro.cura Service Wohnen GmbH
	pro.cura Tagespflege GmbH

^*) 10.1% are held by AI Monet (Luxembourg) S.à r.l.

H.3 General macroeconomic and industry-related conditions

H.3.1 GVWG / Healthcare Advancement Act

The law passed by the Bundestag on June 11, 2021, which came into force on September 1, 2022, regulates the remuneration of nursing professionals in outpatient and geriatric care. Since it came into force, a care facility must be bound by a collective agreement or pay its nursing professionals and caregivers, as a minimum, the amount of the care collective agreements applicable in the region. DEUTSCHEFACHPFLEGE adjusted the wage level according to the regionally customary wage level for skilled workers. These adjustments not only exceeded the development of wage costs in recent years, but also had to be renegotiated with all payers in order to refinance the remuneration. As a positive result of this adjustment, applicant numbers and hiring increased within the company. Due to the increased remuneration, outpatient intensive care continues to be positioned as an attractive employer in the healthcare industry.

H.3.2 GKV-IPReG / Intensive Care & Rehabilitation Strengthening Act

The Federal Joint Committee passed the GKV-IPReG in November 2021. This law re-regulates the regulation structure of outpatient intensive care and is intended to optimize the therapy of our clients. The implementation of the resolution should take place from January 1 ^st, 2023, and already presented the industry with challenges in the previous year 2022. As a result, the deadline for implementation has been postponed by the regulator to October 31 ^st, 2023. Thereafter, a potential survey must be carried out for each client every six months by a specially trained specialist. These specialists are currently in short supply in Germany. Due to the high demand and the low remuneration for the potential assessment by the health insurance companies, the implementation in home intensive care is difficult. The high level of bureaucracy not only poses new problems for our employees in everyday care, but also transfer management will also have to face the high hurdles. However, we are working hard to meet the respective deadlines and are on track to achieve this.

H.3.3 Coronavirus 2022

The year 2022 was also influenced by the corona pandemic. After the wave of the Omicron variant subsided in spring 2022, the federal government used the summer months to phase out the far-reaching measures for the civilian population. The vaccination rate for the basic immunisation is 76% at the end of 2022, and good basic immunisation in the population could already be assumed in the middle of the year. At the end of 2022, the majority of the measures taken by the federal government for the civilian population were abolished and the Paul Ehrlich Institute spoke of an endemic situation for Germany. The measures in the health sector will nevertheless partially remain in place. On the part of quality management and nursing service management, the consistent implementation of the regulations, both in the shared apartments and in the individual care, continued to be monitored. In this regard, regular communication was and is maintained with all the nursing staff employed, and the planned reporting chain to the health department is observed in the event of only minor health problems. The corona guidelines that we have recorded in a corona manual are consistently implemented. At the end of 2022, the facility-related vaccination requirement ceased to exist, but the requirement for testing remains in place.

H.3.4 Patient pool

According to the results of the cause of death statistics, a total of 1,023,687 people died in Germany in 2021, of which 515,559 were men and 508,128 were women. As the Federal Statistical Office (Destatis) also reports, the number of deaths rose by 3.9% compared to the previous year (2020: 985,572 deaths). A total of 71,331 people died from or with COVID-19 as the underlying disease in Germany in 2021, 79% more than in the previous year (2020: 39,758). This means that COVID-19 was the main cause of death in 7.0% of all deaths.

Persons in need of long-term care in Germany by age group at year-end 2020:

		Persons in need for care
				thereof
	Age from ... to ... years	total quantity	changes to 2019 %	care at home	fully inpatient in nursing homes qantity
1	under 15	214,072	33.00	213,770	302,000
2	15 ‐ 60	605,631	23.60	572,729	32,902
3	60 ‐ 65	223,782	33.80	197,719	26,063
4	65 ‐ 70	283,912	25.90	248,388	35,524
5	70 ‐ 75	388,292	38.70	339,302	48,990
6	75 ‐ 80	531,463	-0.20	456,495	74,968
7	80 ‐ 85	1,060,915	21.90	892,897	168,018
8	85 ‐ 90	962,157	24.50	768,341	193,816
9	90 and more	690,922	10.00	478,044	212,878
10	total	4,961,146	20.20	4,167,685	793,461

		Persons in need for care
	Age from ... to ... years	male	female
1	under 15	138,338	75,734
2	15 ‐ 60	310,879	294,752
3	60 ‐ 65	110,056	113,726
4	65 ‐ 70	136,331	147,581
5	70 ‐ 75	172,414	215,878
6	75 ‐ 80	207,102	324,361
7	80 ‐ 85	359,662	701,253
8	85 ‐ 90	287,867	674,290
9	90 and more	167,658	523,264
10	total	1,890,307	3,070,839

Source: Federal Statistical Office of Germany 2020

(2022)

The current data from the Federal Statistical Office dates from 2022. Compared to 2019, the number of people in need of care rose significantly by 20.2% to 4.9 million people. With a population of approx. 83 million people in Germany, by the end of 2022 almost 6% of the total population will be classified as in need of care. In addition to the expected increase in the over 65-year-olds, it is noticeable that the proportion of under 15-year-olds has again increased significantly. One reason for this is, among other things, the further improvement in medical intensive care, especially for new-borns and young people.

As in previous years, 80% of those in need of care in Germany are cared for at home. The proportion of women in need of care increases above average with age and averages 62%.

With the draft law on the "Rehab and Intensive Care Strengthening Act" in 2019, an attempt was made to change and restrict existing law to the detriment of intensive care clients in the most severe need of care. A key aspect of outpatient intensive care is the legal entitlement of those affected to intensive care at home, which is anchored in the Social Security Code. There is the so-called "outpatient before inpatient principle". After the massive resistance against the disadvantageous legal changes and the temporary withdrawal of the draft law, it can be assumed that the legal framework for intensive care clients will continue to exist. In July 2020, the Bundestag passed the draft law to strengthen intensive care and medical rehabilitation in statutory health insurance (IPReG). The law, which will apply from 2023, is intended to ensure the qualified care of people in need of intensive care and to promote "weaning from ventilation" and medical rehabilitation. From this point of view, we have already devoted ourselves extensively to the topic in 2021 and collected statistical data on "weaning from ventilation" and on retreat care.

H 3.5 Care Personnel

Employees as at Dec. 15	2013		2015		2017
	quantity	%	quantity	%	quantity	%
in special-care homes	685,447	68.2	730,145	67.2	764,648	66.2
thereof full-time employees	203,715	20.3	209,881	19.3	220,958	19.1
in outpatient care services	320,077	31.8	355,613	32.8	390,322	33.8
thereof full-time employees	85,866	8.5	96,701	8.9	109,657	9.5
	1,005,524	100	1,085,758	100	1,154,970	100

Employees as at Dec. 15	2019		2021
	quantity	%	quantity	%
in special-care homes	796,686	65.4	814,042	64.8
thereof full-time employees	231,847	19.0	236,898	18.8
in outpatient care services	421,550	34.6	442,860	35.2
thereof full-time employees	117,124	9.6	124,685	9.9
	1,218,236	100	1,256,902	100

Source: Federal Statistical Office of Germany 2020

(2022)

H.4 Clients

As of December 31, 2022, the Group provided non-intensive care services to about 6,300 clients and intensive care services to 1,852 clients with the following breakdown into individual care and care groups:

Intense Care Clients	Dec. 31, 2022	Dec. 31, 2021
Clients from individual care	844	783
Clients from care groups	1,008	960
	1,852	1,743

H.5 Quality

For the Group, quality takes top priority. Among other things, the integrated quality management system comprises the following core areas:

Hygiene management

Emergency management

Risk management

Complaint management

Occupational safety

Medical technology

Knowledge transfer

The Transfer Management team helps clients find the right care and in doing so uses clearly defined and standardised transition processes as a central instrument.

The Group has organised its daily quality system locally and decentralised focusing on the local clients. It is however reviewed and supervised centrally. For that purpose, 50 quality managers were active at the end of 2022 to support the Group.

With regard to Covid-19 a central emergency team had been set-up in 2020, responsible for handling Covid-19 positive cases, focusing on ensuring adequate safety measures throughout the entire group and ensuring sufficient supplies of protective clothing, disinfectants etc.

The Group management regularly reviews quality-relevant information in management meetings with the operational managers of the Group companies. If Group standards are not being complied with, the respective management team is instructed to immediately rectify any deficiencies.

All facilities are subject to regular announced as well as unannounced inspections by the Medical Service of the Health Insurance Institutions (Medizinischer Dienst der Krankenkassen, "MDK"). We try to deal with incidents or inconveniences directly through our complaints management system so that employee and client satisfaction can continue to be maintained. In 2022, the MDK did not have any material negative findings.

H.6 Construction projects and investments

Since 2019, the Group focused on developing new care groups that had been planned from 2018 onwards and are continued to be planned on a recurring basis. As most of these investments only need minor internal changes to a building (interior design, internal walls, washing and cooking areas, furnishings, beds, washing and cooking equipment) the Group did not perform any major construction work on properties owned or leased. With respect to new residential communities, the Group companies usually work closely with real estate investors who provide properties that are suitable for the intended purpose of use. In 2020 the Group signed a contractual agreement for the sale-and-leaseback of eleven owned real estate assets. Furthermore, it is planned to lease future real estate assets as well, rather than buying. Nine care providers have been acquired in 2022 by share or asset deals.

Other investments essentially were related to company vehicles.

H.7 Human resources and social issues

The Group subsidiaries are responsible for human resources management and personnel administration.

The number of full-time equivalent employees amounted to 6,921 (PY: 6,683) on an annual average:

Employees in FTE	Dec. 31, 2022	Dec. 31, 2021
Nursing and care service	6,272	6,103
Management and administrative	649	580
	6,921	6,683

I Key performance indicators

The most significant financial key performance at the Group are revenue and EBITDA. The previous year's forecast was exceeded in terms of revenue and EBITDA in the current fiscal year.

J Income Situation

The current income statement covers the period from January 1, 2022, to December 31, 2022.

The Group-specific composition of total revenue of TEUR 516,426 (PY: TEUR 449,235) and staff costs (nursing) of TEUR 356,092 (PY: TEUR 303,827) is shown in the following table:

in TEUR	2022	2021
Revenue from care Services	495,228	426,205
Other care related revenue	21,198	23,030
Total revenues	516,426	449,235
Other income	31,037	29,660
Total	547,463	478,895
Personnel expenses (care)	-356,092	-303,827
Gross Margin	191,371	175,068

The table below shows earnings before interest, tax, depreciation and amortisation (EBITDA), as calculated based on the period result:

in TEUR	2020	2021
Net income	7,030	-5,766
Taxes on income	3,325	1,425
Other financial result	-102	333
Interest expenses	37,541	39,483
Interest income	-86	-36
Depreciation, amortization and impairments	28,750	37,342
Earnings before interest, taxes, depreciation and amortization (EBITDA)	76,459	72,780

In the fiscal year 2022, a consolidated net Profit of TEUR 7,030 (PY: TEUR -5,766) was generated.

Main reason for that positive development was an improved EBITDA and a decrease in PPA related amortizations.

The group did not incur any research and development expenses in the fiscal year 2022 and the previous year.

K Net assets position

The consolidated balance sheet total as at 31 December 2022, amounts to TEUR 821,698 (PY: TEUR 794,049).

Non-current assets as at December 31, 2022 amount to TEUR 688,302 (PY: TEUR 672,234), which corresponds to an investment ratio of 83.8 % (PY: 84.7%) of the consolidated balance sheet total. In particular, against the backdrop of the initial consolidations, it must be taken into account that the determined goodwill with a book value of TEUR 519,028 (PY: TEUR 504,062) and right-of-use-assets of TEUR 127,596 (PY: TEUR 123,301) relates to a large portion of the fixed assets. The book values of other intangible assets, property, plant and equipment and financial assets only amount to TEUR 41,678 (PY: TEUR 44,870) which corresponds to an investment ratio of 5.1% (PY: 5.7%) of the consolidated balance sheet total.

Apart from goodwill from subsequent purchase price payments for existing Group companies, additions to fixed assets mainly resulted from acquisition costs related to new residential communities, vehicles, office equipment. These amount to approx. TEUR 9,070 (PY: TEUR 8,737) in total.

Depreciation and amortisation in respect of tangible and intangible fixed assets for the financial year amount to TEUR 28,750 (PY: TEUR 37,342). With TEUR 17,019 (PY: TEUR 15,950) mainly relating to right-of-use-assets. Furthermore, amortization of acquired trademark and patient contracts amount to TEUR 3,131 (PY: TEUR 13,472) and is amortised over a period of 3 or 5 years.

Trade debtors totalling TEUR 102,059 (PY: TEUR 80,818) are classified as current and primarily pertain to receivables from the on-going settlement of patient accounts with health insurance companies, nursing care insurance funds, social welfare institutions or patients/family members in the respective intensive care companies.

The other current assets of TEUR 10,992 (PY: TEUR 17,885) include financial assets in the amount of TEUR 782 (PY: TEUR 453) mainly due to contract assets. Furthermore, it includes non-current assets held for sale in the amount of TEUR 0 (PY: TEUR 2,726) and other assets in the amount of TEUR 9,973 (PY: TEUR 14,448) mostly relate to corporate income tax refunds and VAT receivables and claims from Covid-19 reimbursements.

The subscribed capital of the parent company amounts to TEUR 5,270 (PY: TEUR 5,270). Considering the capital reserve of TEUR 179,070 (PY: TEUR 178,759), the retained earnings of TEUR -79,967 (PY: TEUR -86,976) and non-controlling interests of TEUR -1,648 (PY: TEUR -1,669) the Group's equity amounts to TEUR 102,725 (PY: TEUR 95,385). The Group's equity developed as follows (consolidated statement of changes in equity):

in TEUR	Subscribed capital	Capital reserves	Retained earnings	Non-controlling interests	Total equity
Balance at January 1, 2021	5,269	75,309	-81,903	-975	-2,300
Net income	0	0	-5,072	-694	-5,766
Other comprehensive income	0	0	0	0	0
Comprehensive income	0	0	-5,072	-694	-5,766
Conversion of preferred equity certificates into equity	0	103,450	0	0	103,450
Other changes	1	0	0	0	1
Balance at December 31, 2021	5,270	178,759	-86,976	-1,669	95,385
Net income	0	0	7,009	21	7,030
Other comprehensive income
Comprehensive income			7,009	21	7,030
Other changes	0	311	0	0	311
Balance at December 31, 2022	5,270	179,070	-79,967	1,648	102,725

On April 1, 2021, the shareholders converted preferred equity certificates to increase the Company's subscribed capital. The Company issued 1,000 new shares with the nominal value of one Euro each which increased the subscribed capital and the share premium in the total amount of TEUR 103,451.

The Group Board of Management is of the opinion that the reported capital and reserves balance does not adequately reflect the equity position of the group. The Board of Management is of the opinion that economic equity is a more adequate metric and is material to the understanding of the financial position and net assets.

When setting up AI Monet in 2018, the Group's shareholder provided capital in form of equity (as recognized on the balance sheet) as well as non-cash, long-term interest-bearing liabilities (shareholder loans). Due to their long-term nature and subordination versus third party liabilities, these shareholder loans are to be viewed as equity.

The Group's economic equity correspondingly breaks down as follows:

in TEUR	Dec. 31, 2022	Dec. 31, 2021
Equity recognized in the balance sheet	102,725	95,385
Non-current interest-bearing financial liabilities	130,591	122,935
Economic equity	233,316	218,320

The economic capital corresponds to an economic equity ratio of 28.4% (PY: 27.5%).

Economic equity is not defined as an indicator under IFRS. The Group's definition relating to economic equity is customary for the shareholder structure, however, it might deviate from other companies' indicators and disclosures with a similar purpose.

Lease liabilities amount to TEUR 139,774 (PY: TEUR 133,241), thereof to land and buildings of TEUR 136,278 (PY: TEUR 130,391) and vehicles of TEUR 3,496 (PY: TEUR 2,851).

Non-current provisions amount to TEUR 11,972 (PY: TEUR 12,584) and are mainly for payments for further acquisitions. Current provisions amount to TEUR 5,968 (PY TEUR 8,028) and are mainly for provisions for uncertainty relating to Covid-19 compensation payments in the amount for TEUR 2,549 (PY: TEUR 3,353), tax provisions in the amount of TEUR 3,420 (PY: TEUR 4,675) and provisions for further acquisitions of TEUR 0 (PY: TEUR 0). Other current liabilities amount to TEUR 12,444 (PY: TEUR 13,976) and are mainly comprised of accruals contributions to the employer's liability association and the disabled persons levy in the amount of TEUR 1,783 (PY: TEUR 1,503), other accruals of TEUR 2,240 (PY: TEUR 2,471) and other liabilities to tax authority and social security in the amount of TEUR 5,377 (PY: TEUR 4,196).

L Financial position

The development of the financial position is shown in the consolidated Cash Flow Statement according management reporting of the Group:

in TEUR	2022	2021
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA)	76,459	72,780
Increase/decrease in inventories, trade receivable and other assets not attributable to investing or financing activities	-19,545	-12,791
Increase/decrease in provisions	-804	1,091
Increase/decrease in trade payable and other liabilities which not attributable to investment or financing activities	-5,636	-3,467
Gain/loss on disposal of fixed assets	-380	-4,591
Profit distributions received from investments accounted for using the equity method relating to operating activities	245	322
Net income taxes paid/received	-6,123	-1,894
Cash flow from operating activities	44,216	51,451
Proceeds from disposal of intangible assets and fixed assets	4,787	39,172
Payments to acquire intangible assets and fixed assets	-9,666	-9,383
Payments to acquire entities included in the basis of consolidation	-10,209	-29,299
Net cash acquired from acquisition of entities	697	267
Cash flow from investing activities	-14,391	757
Proceeds from capital contributions by shareholders of the parent entity	0	1
Proceeds from borrowing	21,031	0
Repayment of borrowings	-11,430	-9,092
Transaction costs related to loans and borrowings	-381	-716
Payment of lease liabilities	-22,582	-20,356
Interest paid	-18,398	-19,202
Net payments from factoring	-832	-980
Cash flow from financing activities	-32,592	-50,347
Change in cash and cash equivalents	-2,767	1,861
Cash and cash equivalents as at January 1	23,112	21,251
Cash and cash equivalents as at December 31	20,345	23,112

Furthermore, other assets and liabilities were acquired in the amount of:

in TEUR	2022	2021
Intangible assets and tangible assets	222	676
Right of use assets	17	0
Trade receivables	1,631	1,632
Other current and non-current assets	213	350
Total acquired assets (without cash and cash equivalents)	2,083	2,658
Provisions	0	0
Trade and other payables	1,003	39
Liabilites to banks	31	212
Other current liabilities	388	1,725
Total acquired liabilities	1,422	1,976

As of December 31, 2022, the Group had liquid assets ("cash and cash equivalents") amounting to TEUR 20,345 (PY: TEUR 23,112) and liabilities towards credit institutions amounting to TEUR 385,275 (PY: TEUR 372,626).

On August 7, 2018, a loan agreement in the amount of TEUR 266,400 (Senior Facilities Agreement and Intercreditor Agreement) was concluded between AI Monet (Luxembourg) Parentco S.à r.l. and Lucid Agency Services Limited. This loan was increased by TEUR 15,000 to a total of TEUR 281,400 on 30 August 2018.

On February 19, 2019, this existing loan agreement from August 7, 2018, was increased by a total of TEUR 148,500. In this respect, the Unitranche Facility (EUR) was increased by TEUR 138,500 to TEUR 314,900, while the CAR Facility (EUR/CHF/GBP/USD) was increased by TEUR 10,000 to TEUR 85,000. The maturity and interest rate will remain unchanged until August 20, 2025. The Original Revolving Facility (RCF) was increased on April 3, 2019, from TEUR 30,000 by TEUR 15,000 to a credit volume of TEUR 45,000. The maturity of 20 February 2025 is unchanged.

As part of the refinancing operations, the Unitranche Facility was fully utilised, TEUR 53,365 (PY: TEUR43,365) were drawn from the CAR Facility and TEUR12,000 (PY: TEUR10,000) were drawn from the RCF as per 31 December 2022.

In total TEUR 380,265 (PY: TEUR 368,265); including capitalised borrowing costs TEUR 375,035 (PY: TEUR 368,265, including capitalised borrowing costs TEUR 361,255) of this loan agreement was used as per December 31, 2022.

The acquisition of the Bonitas Group in 2019 included a bank loan of Sparkasse Herford amounting to TEUR 0 (PY: TEUR 1,430), repaid in 2022.

Together with the interests on the loan of TEUR 7,308 (PY: TEUR6,679), vehicle financing of TEUR 2,905 (PY: TEUR 2,948) and other bank liabilities of TEUR 28 (PY: TEUR 313) the amounts owed to credit institutions is TEUR 390,506 (TEUR 385,275 incl. capitalised borrowing costs) as per December 31, 2022 (PY: TEUR 379,636 (TEUR 372,626 incl. capitalized borrowing costs)).

The liabilities to shareholders in the amount of TEUR 130,591 (PY: TEUR122,935) relate to liabilities due to the shareholder Al Monet MidCo-B S.à r.l., Luxembourg. On April1, 2021, TEUR103,452 were converted into equity. In 2020, additional Preferred Equity Certificates (PECs) were granted of TEUR6,000. As of December 31, 2022, there are PECs with outstanding nominal amounts totalling TEUR95,500 (PY: TEUR95,500) and accrued interest amounting to TEUR35,091 (PY: TEUR 27,435). These loans are subject to an interest rate between 6.49% p.a. and 7.0% p.a., have a maturity of 49years and are subordinated to other third-party liabilities.

M Opportunities and risks report

M.1 Risk management objectives and methods

Risk management at the Group and its subsidiaries aims to continually maintain a high quality of care and ensure early recognition of patient losses and thus decreases in turnover which may result in earnings targets not being achieved.

For this purpose, the following controlling tools, among others, were implemented in 2019 and these will be continuously improved and adjusted:

―	Weekly reporting of performance indicators incl. key information required to manage the Group's business (hours, capacity, patients, workforce metrics)
―	Weekly report on the number of hours provided/sold by the individual care services
―	Weekly report on client development with detailed information on all planned and actual increases/decreases in the number of clients
―	Daily liquidity status which includes all cash and cash equivalents of the subsidiaries and headquarters and any changes thereto
―	Monthly Group reporting which contains detailed financial figures (income statement, balance sheet and cash flow) in a planned/actual comparison

Detailed daily, weekly and monthly performance indicators facilitate the early detection of earnings trends which may have an impact on the overall result as well as Group-internal comparisons of the individual operative care companies (benchmarking).

M.2 Areas of risks and how they are managed

Company management has specified the following areas of risk in their order of significance. These areas are continually reviewed regarding their current applicability and corresponding countermeasures are developed where needed.

Personnel risks

The main risk continues to be the shortage of nurses. As everywhere in the industry, recruiting highly qualified nursing staff is problematic. Throughout Germany, the group's recruiting department is working hard to ensure the best possible intake of applicants. The development of new recruiting channels in the social media area, the "Employees recruit employees" program or targeted individual campaigns are just a few of the measures used in the last year. Another area that should not be neglected is employee retention. The group makes great efforts here to make the company attractive and to keep it. Despite all the measures, the personnel risks will continue to be in the foreground. Not enough hires for growth and increased layoffs could present the company with a major personnel challenge. Due to its high financial impact and high probability of occurrence, this risk has the highest priority and is rated as primary. Permanent countermeasures are taken through recruiting and staff retention.

Due to the Tariftreuegesetz (GVWG) passed in 2021 and which came into force on September 1 ^st, 2022, personnel costs increased very significantly in the 2022 financial year. In addition, the ongoing shortage of skilled workers and the sharp rise in the cost of living nationwide exacerbate the situation. However, at the time of writing, management has been successful for in renegotiating reimbursement rates with the health insurers, in line with the existing legal entitlement and framework, that have compensated for the cost increases. Further, we continue to counteract this constant development with cost optimization in the area of material costs. For 2023, we expect the ongoing implementation of the GVWG but also the renegotiated reimbursement rates, with stabilisation in the course of the year.

Reimbursements by cost bearers (changes in long-term care insurance)

Changes to the legal framework conditions could also pose risks for the Group. We therefore continuously monitor the legal conditions. The Group is continuously in price negotiations with care insurers and a continuous increase in compensation rates is to be expected, which can be attributed to the quality as well as the reliability of the care services provided as well as compensation for wage inflation. Therefore, due to ongoing cost rate negotiations, the priority of this risk is also considered low. The risk is explained in more detail under the item "Personnel costs".

Personnel costs

From September 1 ^st, 2022, the requirements of the GVWG (Tariftreuegesetz) and the linking of the supply contract to a collective bargaining or church employment contract guideline became binding for all care facilities. All care facilities must therefore have concluded a collective agreement or AVR of the churches or the remuneration of employees in care must be based on a professional tariff/AVR applicable in the region. Increases in personnel costs are mitigated through negotiations with cost bearers and efficiency programs. This risk is identified as high priority in the company's risk assessment.

Competitive and market situation

The competitive and market situation is continuously monitored. In accordance with previous years, risks related to the competitive and market situation are considered low since, in the period under review as well as in previous years, more patients required care than can be cared for by outpatient intensive care providers. Having said that, market observation is still important to us since smaller providers, in particular, have increased their efforts to establish themselves regionally and, in some cases, are actively trying to poach clients. We continue to respond to the competition in the market, especially the increasing number of competitors in our segment, by offering experience, innovation, reliability and a high level of quality.

Due to the increasing number of patients, it is safe to assume that the number of people needing care will continue to be higher than the number of patients that can be cared for by outpatient intensive care providers. There is a risk, but it is minimal. The financial risk here arises when an economically effective care provision is ended.

Legal framework conditions

Currently, the requirement for non-clinical intensive care is firmly anchored in the social code books. Efforts were made on the part of the legislature to restrict the claims of the insured in this regard. Although these have been revised in the meantime, it cannot be ruled out that new efforts to limit insurance lines will be made. In this case, however, renewed coordinated countermeasures by the interest groups in outpatient intensive care can be assumed. Based on the experience of previous years, the risk is currently assessed as low due to its low probability of occurrence. Nevertheless, the development of the legal framework in the event of possible changes in the political situation is difficult to assess. There is currently no evidence that anything should change fundamentally in 2023. If, contrary to expectations, the legal framework changes in the short term, we believe this could have an impact on the assumption of new individual care. For existing supplies, we assume a grandfathering. We also assume that the shared flats will then be expanded as an alternative in order to be able to ensure the required capacity for those in need of care.

Liquidity and financing risks

At present, none of the identified risks jeopardise the continued existence of the Group. The business has mostly state-owned or stated-backed partners that show a very low risk of not being able to fulfil their contractual payment schedules.

Company management believes that apart from the above-mentioned risks, the outpatient intensive care market offers significant opportunities in the years to come. Most notably, continued growth with slightly increasing compensation rates is expected.

Covid-19

As in the previous year, the pandemic had a significant impact on DEUTSCHEFACHPFLEGE business in the year under review. Due to the increased hygiene measures and contact restrictions, an optimal workflow was often difficult. In the second half of 2022 in particular, the situation eased significantly, even though restrictions continued to exist until the end of the year. For 2023, we assume that the Corona Pandemic will no longer have any significant impact on our operational business. If, contrary to expectations, this is not the case, it can be assumed that the Group will again master the challenges through a variety of coordinated and structured measures. The probability of the risk occurring can therefore be classified as rather low at this point in time.

M.3 Opportunity reporting

Demographic development

The demographic development represents a major opportunity. It is expected that the number of patients requiring care will continue to increase. This allows us, as a provider of outpatient care services, to further strengthen our market position. The so-called "preference of outpatient over inpatient care" principle also benefits the market position of care providers and thus our future growth.

Quality of our personnel

Our certified care and nursing staff regularly participate in training and further education. This is how we ensure that the quality of our care services will continue to remain at a high level in the future.

Flexibility of the services provided

Thanks to our well-trained staff and flexible organisation, we are able to take over patients within a matter of just a few weeks in our regional clusters throughout Germany and integrate them into the respective processes. Compared to other outpatient care providers, this gives us a considerable competitive advantage.

N Forecasting report

We expect growing capacity utilization as well as demand in the years ahead, and thus also a growth in revenues. The baseline for this is the demographic development and the accompanying increase in critically ill patients, as well as the already insufficient capacities for in-home intensive care. Human resources, i.e., the acquisition and retention of qualified staff, will continue to hamper growth. Personnel expenses will remain a major cost component in future. For the year 2023, we do not expect that the Corona Pandemic will no longer have any significant impact on our operational business.

The Group aims to further expand its market leadership in the outpatient intensive care market through organic growth and the acquisition of additional intensive care companies. For 2023, the Group expects continued positive business development for all subsidiaries.

Russia has been at war with Ukraine since February 24, 2022 ("Russia-Ukraine war"). The effects of the Russia-Ukraine war represent a value-determining event and therefore have no impact on the recognition and measurement of assets and liabilities as of the reporting date. From today's perspective, we do not expect any significant effects that would lead to significantly lower sales or significantly reduced annual results for the intensive care industry and society due to the business model and the field of activity limited to Germany.

Considering the market growth and the planned continued capacity expansion, management of the Group anticipates revenues for the 2023 fiscal year that will be higher than in the previous year and an improved EBITDA compared to 2022.

Luxembourg on April 14, 2023

Al Monet (Luxembourg) Parentco S.à r.l.

On behalf of company Management

By:

Linda Harroch

and

Aurélie Comptour

Title: Managers

Approval of the Consolidated Financial Statements

On April 14, 2023 the Board of Managers of the company approved the Consolidated Financial Statements for issue.