Audax Renovables SaBME: ADX

Cuentas anuales consolidadas e informe de gestión consolidado del Grupo Audax Renovables, correspondientes al ejercicio cerrado a 31 de diciembre de 2025

· Issued by Audax Renovables SA

"Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails."

RESPONSIBILITY STATEMENT FOR THE ANNUAL FINANCIAL REPORT

AUDAX RENOVABLES, S.A. AND SUBSIDIARIES



Annual Accounts and Directors' Report as at 31 December 2025

The members of the Board of Directors of Audax Renovables, S.A., in compliance with article 8 of the Royal Decree 1362/2007, confirm that to the best of their knowledge the individual annual accounts and the consolidated group's annual accounts for the year ended on 31 December 2025 and drawn up on the meeting on 25 February 2026 have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit and loss of Audax Renovables, S.A. and of the entities included in the consolidation taken as a whole, and that the directors' report includes a fair review of the development and performance of the business and the position of Audax Renovables, S.A. and of the entities included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face, duly signed by all directors.

BOARD OF DIRECTORS

Mr Francisco José Elías Navarro Chairman

Mr Josep Maria Echarri i Torres Member

Mr Ramiro Martínez-Pardo del Valle Member

Ms Anabel López Porta Member

Ms Rosa González Sans Member

Badalona, 25 February 2026



Auditor's Report on Audax Renovables, S.A. and subsidiaries

(Together with the consolidated annual accounts and consolidated directors' report of Audax Renovables, S.A. and subsidiaries for the year ended 31 December 2025)

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

KPMG Auditores, S.L. Torre Realia

Plaça d'Europa, 41-43

08908 L'Hospitalet de Llobregat (Barcelona)

Independent Auditor's Report on the Consolidated Annual Accounts

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

To the shareholders of Audax Renovables, S.A.

REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS Opinion

We have audited the consolidated annual accounts of Audax Renovables, S.A. (the "Parent") and subsidiaries (together the "Group"), which comprise the consolidated balance sheet at 31 December 2025, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in net equity and consolidated cash flow statement for the year then ended, and consolidated notes.

In our opinion, the accompanying consolidated annual accounts give a true and fair view, in all material respects, of the consolidated equity and consolidated financial position of the Group at 31 December 2025 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and other provisions of the financial reporting framework applicable in Spain.

Basis for Opinion

We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts section of our report.

We are independent of the Group in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the consolidated annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG Auditores S.L., a limited liability Spanish company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Paseo de la Castellana, 259C 28046 Madrid

On the Spanish Official Register of Auditors ("ROAC") with No. S0702, and the Spanish Institute of Registered Auditors' list of companies with No. 10.

Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9

N.I.F. B-78510153

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated annual accounts of the current period. These matters were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Recoverable amount of non-current property, plant and equipment, goodwill and other intangible assets

See notes 2.8, 2.9, 2.10, 5 and 6 to the consolidated annual accounts

Key audit matter

How the matter was addressed in our audit

At 31 December 2025 the Group has capitalised property, plant and equipment, goodwill and other intangible assets totalling Euros 612,179 thousand, allocated to the cash-generating units (CGUs) detailed in note 5 and 6 to the consolidated annual accounts.

Under IFRS-EU, the recoverable amount of assets must be estimated when indications of impairment have been identified. Goodwill, intangible assets with indefinite useful lives and in-process intangible assets are not amortised, but are instead tested for impairment at least on an annual basis.

The recoverable amount of the assets allocated to the CGUs is generally calculated using methodologies based on discounted cash flows, the estimation of which requires the use of a high degree of judgement by management and the use of assumptions and estimates.

At 31 December 2025 the Group has recognised impairment losses on these assets in the consolidated income statement.

Due to the high level of judgement required, the uncertainty associated with these estimates and the significance of the amount of the property, plant and equipment, goodwill and other intangible assets, the recoverability thereof has been considered a key audit matter.

Our audit procedures included the following:

  • Evaluating the design and implementation of the key controls related to the process of estimating the recoverable amount.

  • Assessing the appropriateness of the composition of the CGUs based on our understanding of how the business is managed. Assessing the methodology and reasonableness of the assumptions used by the Group to estimate the recoverable amount using the discounted cash flow method at cash-generating unit (CGU) level, with the involvement of our valuation specialists.

  • Comparing the cash flow forecasts estimated in prior years with the actual cash flows obtained.

  • Evaluating the sensitivity of the recoverable amount to changes in certain assumptions that can be considered reasonable.

We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the Group.

Recognition of ordinary income from unbilled energy supplied

See notes 10 and 19 to the consolidated annual accounts

Key audit matter

How the matter was addressed in our audit

The Group's businesses that carry out energy supply activities must make estimates of unbilled supplies to end customers in the period between the last meter reading and the end of the reporting period. At 31 December 2025 trade and other receivables include Euros 105,694 thousand in unbilled energy supplied.

The amount of unbilled energy supplied is estimated based on internal and external information that is compared with the readings contained in the management systems used by the businesses.

Ordinary income is calculated by multiplying the volume of estimated unbilled consumption, a process that is subject to a high degree of uncertainty, by the tariff agreed for each customer.

Determining unbilled energy supplied requires the use of estimates by Group management with the application of criteria, judgements and assumptions in its calculations, so the recognition of ordinary income from unbilled energy supplied has been considered a key audit matter.

Our audit procedures included the following:

  • assessing the design and implementation of the key controls related to the estimation of unbilled energy supplied.

  • retrospectively analysing the estimates made at the close of the previous period and comparison with actual invoicing data.

  • assessing the reasonableness of the volume of unbilled energy through an analysis of historical information and other available internal and external data.

  • checking, for a sample of transactions subsequent to the reporting date, the volume of energy and the amount applied, by comparing them with information available from the distributors.

We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the Group.

Other Information: Consolidated Directors' Report

Other information solely comprises the 2025 consolidated directors' report, the preparation of which is the responsibility of the Parent's Directors and which does not form an integral part of the consolidated annual accounts.

Our audit opinion on the consolidated annual accounts does not encompass the consolidated directors' report. Our responsibility regarding the information contained in the consolidated directors' report is defined in the legislation regulating the audit of accounts, as follows:

  1. Determine, solely, whether the consolidated non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.

  2. Assess and report on the consistency of the rest of the information included in the consolidated directors' report with the consolidated annual accounts, based on knowledge of the Group obtained during the audit of the aforementioned consolidated annual accounts. Also, assess and report on whether the content and presentation of this part of the consolidated directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.

Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the consolidated directors' report is consistent with that disclosed in the consolidated annual accounts for 2025, and that the content and presentation of the report are in accordance with applicable legislation.

Directors' and Audit Committee's Responsibility for the Consolidated Annual Accounts

The Parent's Directors are responsible for the preparation of the accompanying consolidated annual accounts in such a way that they give a true and fair view of the consolidated equity, consolidated financial position and consolidated financial performance of the Group in accordance with IFRS-EU and other provisions of the financial reporting framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated annual accounts, the Parent's Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The Parent's audit committee is responsible for overseeing the preparation and presentation of the consolidated annual accounts.

Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts

Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.

As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent's Directors.

  • Conclude on the appropriateness of the Parent's Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view.

  • Plan and execute the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units of the Group as the basis to form an opinion on the consolidated annual accounts. We are responsible for the direction, supervision and review of the work performed for the Group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee of the Parent regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Parent's audit committee with a statement that we have complied with the ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, safeguarding measures adopted to eliminate or reduce the threat.

From the matters communicated to the audit committee of the Parent, we determine those that were of most significance in the audit of the consolidated annual accounts of the current period and which are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS European Single Electronic Format

We have examined the digital files of Audax Renovables, S.A. and its subsidiaries for 2025 in European Single Electronic Format (ESEF), which comprise the XHTML file that includes the consolidated annual accounts for the aforementioned year and the XBRL files tagged by the Parent, which will form part of the annual financial report.

The Directors of Audax Renovables, S.A. are responsible for the presentation of the 2025 annual financial report in accordance with the format and mark-up requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the "ESEF Regulation"). In this regard, they have incorporated the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration by means of a reference thereto in the consolidated directors' report.

Our responsibility consists of examining the digital files prepared by the Directors of the Parent, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the consolidated annual accounts included in the aforementioned digital files fully corresponds to the consolidated annual accounts we have audited, and whether the consolidated annual accounts and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.

In our opinion, the digital files examined fully correspond to the audited consolidated annual accounts, and these are presented and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.

Additional Report to the Audit Committee of the Parent

The opinion expressed in this report is consistent with our additional report to the Parent's audit committee dated 25 February 2026.

Contract Period

We were appointed as auditor of the Group by the shareholders at the ordinary general meeting on 19 June 2025 for a period of one year, from the year ended 31 December 2025.

Previously, we had been appointed for a period of one year, by consensus of the shareholders at their general meeting, and have been auditing the annual accounts since the year ended 31 December 2017.

KPMG Auditores, S.L.

On the Spanish Official Register of Auditors ("ROAC") with No. S0702

Alberto Fernandez Solar 25 February 2026

(Signed on original in Spanish)

On the Spanish Official Register of Auditors ("ROAC") with No. 22,472

AUDAX RENOVABLES, S.A. and SUBSIDIARIES

Consolidated Annual Accounts as at 31 December 2025

1

CONTENTS OF CONSOLIDATED ANNUAL ACCOUNTS OF THE AUDAX RENOVABLES GROUP

Note 1 - General Information 6

Note 2 - Basis of Presentation, Accounting Policies and Valuation Standards 6

Note 3- Regulatory Framework 38

Note 4- Segment Reporting 42

Note 5- Intangible Assets 45

Note 6- Property, Plant and Equipment 53

Note 7- Investments Accounted for Using the Equity Method 55

Note 8 - Financial Assets 57

Note 9 - Derivative Financial Instruments 58

Note 10 - Trade Receivables, Other Receivables and Other Current Assets 60

Note 11 - Cash and Other Cash Equivalents 61

Note 12 - Net Equity 61

Note 13 - Provisions 66

Note 14 - Financial Liabilities 67

Note 15 - Subsidies 77

Note 16 - Trade Payables, Other Payables and Other Current Liabilities 77

Note 17 - Risk Management 78

Note 18 - Tax Situation 84

Note 19 - Income and Expenses 88

Note 20 - Financial Income (Expense) 90

Note 21- Cash Flows 91

Note 22 - Information on Related Party Transactions 91

Note 23 - Information on Members of the Board of Directors and Senior Management 95

Note 24 - Auditors' Fees 96

Note 25 - Commitments and Contingencies 97

Note 26 - Environment 97

Note 27- Greenhouse Gas Emissions Rights 98

Note 28 - Subsequent Events 98

Appendix I: Audax Renovables Group Companies 99

AUDAX RENOVABLES, S.A. AND SUBSIDIARIES

Consolidated Balance Sheet (EUR thousand)

Assets

Note

31/12/2025

31/12/2024

Goodwill

5

155,563

138,036

Other intangible assets

5

212,315

196,929

Property, plant and equipment

6

244,301

194,763

Investments as per equity accounting

7

15,213

13,149

Financial assets

8

38,001

56,353

Deferred tax assets

18

25,728

23,940

Total non-current assets

691,121

623,170

Inventory

20,079

17,833

Trade and other receivables

8 and 10

250,692

280,721

Current tax assets

8,494

8,336

Financial assets

8

60,350

154,878

Time period adjustments and other current assets

10

55,745

55,576

Cash and other cash equivalents

11

273,165

228,782

Total current assets

668,525

746,126

Total assets

1,359,646

1,369,296

Net Equity and Liabilities Note 31/12/2025 31/12/2024

Capital

45,343

45,343

Share premium account

405,821

420,821

Reserves

(251,267)

(309,547)

Treasury shares portfolio

(6,790)

(4,739)

Other equity instruments

2,314

1,314

Profit (loss) for the year attributable to the parent company

19,594

60,562

Translation differences

(4,107)

(6,750)

Other comprehensive income

(408)

3,503

Equity attributed to the parent company

210,500

210,507

Non-controlling interests

12,388

13,438

Total net equity

12

222,888

223,945

Provisions

13

1,819

1,651

Bonds and other negotiable securities

14

361,984

347,032

Financial liabilities to credit institutions

14

72,885

75,924

Lease liabilities

14

24,681

20,781

Derivative financial instruments

9 and 14

371

2,515

Other financial liabilities

14

9,403

25,395

Subsidies

15

4,043

4,248

Other non-current liabilities

16

12,079

21,511

Deferred tax liabilities

18

11,065

12,437

Total non-current liabilities

498,330

511,494

Provisions

13

8,831

6,787

Bonds and other negotiable securities

14

137,815

134,353

Financial liabilities to credit institutions

14

11,587

19,572

Lease liabilities

14

2,171

1,898

Derivative financial instruments

9 and 14

9,164

8,190

Other financial liabilities

14

17,098

3,041

Trade and other payables

16

258,899

249,247

Current tax liabilities

5,631

16,244

Other current liabilities

16

187,232

194,525

Total current liabilities

638,428

633,857

Total net equity and liabilities

1,359,646

1,369,296

The attached notes are an integral part of the consolidated annual accounts.

Consolidated Income Statement (EUR thousand)

Note

31/12/2025

31/12/2024

Ordinary income

19

1,875,263

1,981,744

Procurement

19

(1,675,307)

(1,752,080)

Other operating income

8,702

6,030

Wages and salaries

19

(45,211)

(41,877)

Other operating expenses

19

(60,138)

(69,776)

Impairment from credit loss

10 and 19

(2,998)

(8,678)

Amortisation and depreciation

5 and 6

(18,828)

(21,816)

Impairment and profit (loss) on disposal of fixed assets

5 and 6

(449)

34

Operating profit (loss)

81,034

93,581

Financial income

5,580

9,017

Financial expenses

(34,270)

(32,879)

Profit (loss) on disposal and change in value of financial instruments

12 and 14

(93)

11,311

Exchange differences

(6,506)

9,080

Financial profit (loss)

20

(35,289)

(3,471)

Profit (loss) of companies consolidated by equity accounting

7

(750)

(1,160)

Profit (loss) before tax from continuing operations

44,995

88,950

Income tax expense

18

(23,293)

(25,697)

Consolidated profit (loss) for the year

21,702

63,253

Profit (loss) attributable to the parent company

12

19,594

60,562

Profit (loss) attributable to non-controlling interests

12

2,108

2,691

2025

2024

Profit (loss) per share

Basic

12

0.044

0.134

Diluted

12

0.044

0.134

The attached notes are an integral part of the consolidated annual accounts.

Consolidated Statement of Comprehensive Income

(EUR thousand)

31/12/2025

31/12/2024

Consolidated profit (loss) for the year

21,702

63,253

Other comprehensive income

Items to be reclassified to profit and loss statement (net of tax)

Cash flow hedges (Note 9)

(4,048)

(4,781)

Profit / (loss) from valuation

3,787

(7,692)

Transfers to the Income Statement

(7,835)

2,911

Translation differences of financial statements of businesses abroad

2,642

(2,689)

Other comprehensive income for the year, after tax

(1,406)

(7,470)

Total comprehensive income for the year

20,296

55,783

Total comprehensive income attributable to the parent company

18,326

52,955

Total comprehensive income attributable to non-controlling interests

1,970

2,828

The attached notes are an integral part of the consolidated annual accounts.

"Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails."

AUDAX RENOVABLES, S.A. AND SUBSIDIARIES

Consolidated Statement of Changes in Net Equity (EUR thousand)

Share premium

Treasury shares

Other equity

Profit (loss) attributable to the Parent

Translation

Other Comprehe nsive

Equity attributed to Parent

Non-controlling

Capital

account

Reserves

portfolio

instruments

Company

differences

Income

Company

interests

Net equity

Balance at 01 January 2024

44,029

420,316

(335,518)

(997)

-

29,030

(4,061)

8,421

161,220

12,032

173,252

Recognised income and expenses

-

-

-

-

-

60,562

(2,689)

(4,918)

52,955

2,828

55,783

Increase of share capital (Note 12)

1,314

15,505

(499)

-

-

-

-

-

16,320

-

16,320

Dividends

-

(15,000)

-

-

-

-

-

-

(15,000)

(1,422)

(16,422)

Other movements (Note 12)

-

-

(2,560)

(3,742)

1,314

-

-

-

(4,988)

-

(4,988)

Reserves

-

-

29,030

-

-

(29,030)

-

-

-

-

-

Balance at 31 December 2024

45,343

420,821

(309,547)

(4,739)

1,314

60,562

(6,750)

3,503

210,507

13,438

223,945

Recognised income and expenses

-

-

-

-

-

19,594

2,643

(3,911)

18,326

1,970

20,296

Dividends

-

(15,000)

-

-

-

-

-

-

(15,000)

(1,930)

(16,930)

Changes to the scope (Note 2)

-

-

(1,353)

-

-

-

-

-

(1,353)

(1,090)

(2,443)

Other movements (Note 12)

-

-

(929)

(2,051)

1,000

-

-

-

(1,980)

-

(1,980)

Reserves

-

-

60,562

-

-

(60,562)

-

-

-

-

-

Balance at 31 December 2025

45,343

405,821

(251,267)

(6,790)

2,314

19,594

(4,107)

(408)

210,500

12,388

222,888

The attached notes are an integral part of the consolidated annual accounts.

Consolidated Cash Flow Statement

(EUR thousand)

2025

2024

Cash flows from operating activities

Profit (loss) for the year before tax Note

44,995

88,950

Adjustments to results

57,284

26,838

Amortisation and depreciation 5 and 6

18,828

21,816

Valuation adjustments due to impairment

3,152

17,741

Changes in provisions

(907)

(17,043)

Allocation of subsidies

(277)

(273)

Profit (loss) on derecognition and disposal of fixed assets

449

(34)

Profit (loss) on derecognition and disposal of financial instruments 12 and 14

46

(11,311)

Financial income 20

(5,580)

(9,017)

Financial expenses 20

34,269

32,879

Exchange differences 20

6,506

(9,080)

Changes in fair value of financial instruments

48

-

Profit (loss) of companies consolidated by equity accounting

750

1,160

Changes in working capital

14,166

5,273

Inventory

(2,246)

(5,321)

Accounts receivable

23,504

(40,307)

Other current assets

1,379

9,137

Accounts payable

6,596

2,429

Other current liabilities

(15,067)

39,142

Other non-current assets and liabilities

-

193

Other cash flows from operating activities

(65,218)

(46,867)

Payments of interest

(27,708)

(27,202)

Collections of interest

1,446

320

Income tax payments

(38,956)

(19,985)

Cash flows from operating activities

51,227

74,194

Cash flows from investment activities

Payments of investments

(81,161)

(170,835)

Group and associated companies

17

(5,515)

(10)

Intangible assets

5

(13,868)

(14,626)

Property, plant and equipment

5

(49,468)

(41,880)

Other financial assets

8

(5,886)

(114,319)

Other assets

(6,424)

-

Collection on divestments

103,404

111,914

Group and associated companies

16,075

9,800

Intangible assets

5

-

414

Property, plant and equipment

5

163

497

Other financial assets

8

87,166

101,203

Business unit

2

1,258

-

Cash flows from investment activities

23,501

(58,921)

Cash flows from financing activities

Collections and payments for financial liability instruments (13,415) (265)

Issuance

Bonds and other negotiable securities

14

253,235

209,775

Amounts owed to credit institutions

14

16,690

39,936

Payables to group companies and associates

22

-

676

Other debts

859

2,483

Repayment

Bonds and other negotiable securities

14

(243,969)

(212,656)

Amounts owed to credit institutions

14

(29,625)

(18,690)

Payables to group companies and associates

22

(2,520)

(8,433)

Other debts

(8,085)

(13,356)

Payments of dividends and remuneration of other financial liabilities

(16,930)

(16,422)

Dividends

12

(16,930)

(16,422)

Cash flows from financing activities

(30,345)

(16,687)

Net increase/decrease in cash or equivalents

44,383

(1,414)

Cash and equivalents at the beginning of the year

228,782

230,196

Cash and equivalents at the end of the year

273,165

228,782

The attached notes are an integral part of the consolidated annual accounts.

‌Note 1 - General Information

Audax Renovables, S.A., (hereinafter: the Parent Company, the Company or Audax Renovables) was incorporated in Barcelona on 10 July 2000 as a joint stock company for an unlimited duration.

In the year 2022 the company changed its registered address to Calle Electrónica 19 in Badalona, Barcelona, Spain, from the previous one at Calle Temple 25 in Badalona, Barcelona, Spain.

It is mainly engaged in all types of activities related to the development of electricity generation from renewable sources, for which purpose it can set up, acquire and hold shares, bonds, interests and rights in companies whose corporate objects are the development, construction and exploitation of facilities for the generation of electricity from renewable energy sources.

Moreover, the Company's objects include energy retailing, purchase and sale of electricity, including export and import, fuel retailing for energy production, natural gas retailing, CO2 emissions trading and telecommunications retailing; as well as all the necessary additional activities.

Additionally, the Company may acquire, hold, administer and dispose of all types of titles, securities, financial assets, rights, interests or shares in individual or social enterprises, on its own behalf, excluding intermediaries, and under the applicable legislation on Stock Exchange and Collective Investment Institutions.

Audax Renovables, S.A. carries out its activity outlined above as the Company's objects.

Audax Renovables, S.A. is a holding company, the parent of a Group of subsidiary companies, joint ventures and associated companies that are engaged in the generation of electricity from renewable sources and in energy and gas retailing and that make up the Audax Renovables Group (hereinafter: the Audax Renovables Group or the Group).

Moreover, the Audax Renovables Group is part of the Excelsior Group, whose parent company is Excelsior Times, S.L.U., with its registered address at Calle Electrónica 19, Badalona, Barcelona, Spain. The Excelsior Group's consolidated annual accounts for the year 2024, formulated on 31 March 2025, have been submitted to the Commercial Register in Barcelona.

The shares of Audax Renovables, S.A. are admitted to trading on the continuous market of the Spanish Stock Exchange. The annual accounts of Audax Renovables S.A. and the consolidated annual accounts of the Audax Renovables Group as at 31 December 2024 were approved by the General Meeting of Shareholders on 19 June 2025 and were submitted to the Commercial Register in Barcelona.

The consolidated annual accounts of the Group for the year 2025 were formulated by the Directors of the Parent Company on 25 February 2026 in the European Single Electronic Format in accordance with the requirements of the Commission Delegated Regulation (EU) 2019/815, and will be subject to approval at the General Meeting of Shareholders, and are expected to be approved without modification.

The figures presented in these consolidated annual accounts are stated in thousand euros, except for the figures of profit per share, unless specifically noted otherwise.

‌Note 2 - Basis of Presentation, Accounting Policies and Valuation Standards
  1. Application of International Financial Reporting Standards adopted by the European Union (IFRS-EU)

    The consolidated annual accounts of the Audax Renovables Group for the year 2025 have been drawn up by the Directors of the Parent Company in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS-EU), as per the Regulations (CE) nº 1606/2002 of the European Parliament and the Council. All the accounting principles and standards and the mandatory valuation criteria, along with the Commercial Code, the Spanish Companies Act, the Stock Exchange Market Law and any other applicable commercial legislation have also been taken into consideration. The Group adopted the IFRS-EU on 31 December 2016 and applied on that date the IFRS 1 "First-time Adoption of International Financial Reporting Standards".

    The consolidated annual accounts of the Audax Renovables Group have been drawn up on the basis of the financial statements of Audax Renovables, S.A. and of the companies belonging to the Group. Each company draws up its financial statements in compliance with the accounting principles of the country where it operates. The adjustments and reclassifications, which were necessary to harmonise the principles and criteria and put them in line with the IFRS-EU, have been carried out during the consolidation process. Furthermore, the accounting policies have been modified for the consolidated companies, when necessary, in order to ensure the consistency with the accounting policies adopted by the Audax Renovables Group.

    The accounting policies applied for the preparation of the consolidated annual accounts coincide with those used and described in the Consolidated Annual Accounts for the year ended on 31 December 2024, except for the new IFRS-EU standards and interpretations applied from 1 January 2025.

    The information set out in these consolidated annual accounts is the responsibility of the Directors of the Parent Company.

    New IFRS-EU accounting standards and IFRIC interpretations a) New IFRS-EU standards

    Upon their approval and publication, the following new standards, amendments and interpretations have been adopted by the European Union:

    Standards adopted by the European Union

    Entry into force in 2025

    Entry into force for the fiscal years beginning

    on

    Amendments to IAS 21: Lack of Exchangeability

    Specifies when a currency is exchangeable into another and how an entity estimates a spot rate for currencies that lack exchangeability.

    01 January 2025

    Entry into force from 2026

    Amendments to IFRS 7 and IFRS 9 Classification and Measurement of Financial Instruments

    Clarifies the criteria for derecognition of financial liabilities settled via electronic payment, the criteria for classification of certain financial assets, and introduces new additional disclosure requirements.

    01 January 2026

    Nature-dependent Electricity Contracts - Amendments to IFRS 9 and IFRS 7

    In order to enable the entities to improve their disclosure of nature-dependent electricity contracts, which often are structured as Power Purchase Agreements (PPA) in their financial statements, specific amendments have been introduced to the IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures.

    01 January 2026

    Annual Improvements Volume 11 The purpose of these improvements is

    to obtain better quality of the standards, including clarifications, simplifications, corrections and changes aimed at improving the consistency of several accounting standards.

    Standards NOT adopted by the European Union (as at the date of this document)

    01 January 2026

    IFRS 18 Presentation and disclosure in financial statements

    IFRS 19 Subsidiaries without Public Accountability

    Amendments to IFRS 19 Disclosures of Subsidiaries without Public Accountability

    Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency

    New requirements are established for the presentation and disclosure in financial statements, replacing the currently applicable IAS 1.

    Specifies the disclosures, which a subsidiary may opt to apply in its financial statements.

    With these amendments IFRS 19 reflects the changes in the IFRS, which shall enter into force on 1 January 2027, the date as of which IFRS 19 will become applicable.

    These amendments clarify how the companies shall translate their financial statements from a hyperinflationary currency to a non-hyperinflationary currency.

    16 February 2026

    01 January 2027

    01 January 2027

    01 January 2027

    The consolidated financial statements are presented in euros, which is the presentation currency of the Parent Company. The accounts included in the consolidated financial statements of each of the Group companies are measured using the currency of the main economic environment in which the company operates (functional currency) and are translated to the presentation currency of the group according to the rules outlined in Note 2.6 "Transactions in foreign currency". The Audax Group does not have

    investments in entities with functional currencies without exchangeability to the presentation currency, the euro, therefore there was no impact of the amendment to IAS 21.

    None of the standards, interpretations and amendments, which enter into force in the next years, has been applied early. As at the date of formulation of these consolidated financial statements the possible impacts are being analysed. The Audax Group is evaluating the impacts, which the application would have on its financial information, basically because of the changes established in IFRS 18 in the classification of the accounts of the income statement, distinguishing the operating activities from the investment activities and the financing activities and the changes in the application of hedge accounting in the long-term electricity sales contracts, where the plants sell their production to the market and, later on, there is the financial settlement for the difference between the market price and the price established in the contract.

    The changes in hedge accounting of the long-term electricity sales contracts will allow to avoid the impact of inefficiencies created by the difficulty in establishing the highly probable sales in the renewable generation facilities. These amendments shall be applied prospectively, allowing to rectify the existing designations (without discontinuance) for the years following 1 January 2026, as Audax has not opted for early application of this standard amendment.

  2. Fair view, accounting principles and going concern

    The consolidated annual accounts present fairly the consolidated net equity and the consolidated financial position of the Audax Renovables Group at 31 December 2025, and the consolidated results of its operations, the changes in the consolidated statement of comprehensive income, changes in consolidated net equity and consolidated cash flows that have taken place in the Audax Renovables Group in the year then ended.

    The information set out in these consolidated annual accounts is the responsibility of the Directors of the Parent Company, Audax Renovables, S.A.

  3. Bases of preparation and comparison of the information

    The Consolidated annual accounts have been prepared according to the principle of historical cost, with the exception of derivative financial instruments, financial assets at fair value with changes in comprehensive income and financial assets at fair value with changes in other comprehensive income.

    The consolidated annual accounts present, for comparative purposes, with each heading of the consolidated balance sheet, the consolidated income statement, the consolidated statement of changes in net equity, the consolidated statement of cash flows, and of the notes to the consolidated annual accounts, together with the figures for the year 2025, the figures for the previous year, which were included in consolidated annual accounts for the year 2024 and which were approved by the General Meeting of Shareholders of 19 June 2025.

  4. Relative importance

    So as to determine the information that needs to be broken down in the consolidated notes for each of the different accounting items, the Group has considered its relative importance in relation to the current consolidated annual accounts for the year 2025 and 2024.

  5. Consolidation principles and standards
    1. Consolidation methods

      The consolidated companies are listed in Appendix I to these consolidated annual accounts. In its consolidation the Group has applied the full consolidation method to the subsidiary companies and the equity method to its associates and joint ventures.

      • Full consolidation method Subsidiary Companies:

        Subsidiary companies are consolidated beginning on the date of the transfer of control, and are excluded from consolidation on the date from which the control is no longer exercised. Audax is considered to exercise control over an entity when it has direct or indirect power over the subsidiary, is exposed to its variable income, or has the rights which allow it to manage important activities of the subsidiary.

        The subsidiary companies have been fully consolidated, and all their assets, liabilities, income, expenses and cash flows have been integrated in the consolidated annual accounts after making the respective adjustments and de-recognitions for intra-group operations. Appendix I sets out the list of companies consolidated by this method.

        The consolidation process eliminates the transactions, balances and unrealised gains between Group companies. The unrealised losses are eliminated, unless the transactions provide proof of an impairment loss of the asset transferred.

        The acquisition method is used to book the acquisition of subsidiaries. The cost of acquisition is the fair value of the assets handed over, the net equity instruments issued and the liabilities incurred or assumed on the swap date. Any contingent consideration to be transferred by the Group is recognised at its fair value at the acquisition date. Subsequent variations to the fair value of contingent consideration which are considered to be an asset or liability are recognised in accordance with IFRS 9 in net income or as a change in other global net income. Any contingent consideration which is classified as net equity is not revalued and its subsequent payment is booked in net equity. The costs directly attributable to the acquisition are booked directly in the income statement.

        The results of subsidiary companies acquired or sold during the year are integrated into consolidated profit or loss, respectively, from and to the effective date of the transaction.

        Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at their fair value at the acquisition date. For each business combination, the Group may opt to recognise any non-controlling interest in the acquired company at its fair value or at the proportional part of the recognised amounts of the subsidiary's identifiable net assets corresponding to the non-controlling interest.

        The participation of third parties in net equity and the net income of the group companies is presented under "Non-controlling interests" on the consolidated balance sheet and under "Net income attributable to non-controlling interest" in the consolidated income statement. In the case of acquisition of minority interests, the overprice paid in relation to the net book value is recognised directly in net equity.

        Transactions with non-controlling interests which do not result in a loss of control are recognised as net equity transactions, i.e. as transactions with the owners in their capacity as owners. The difference between the fair value of the amount paid and the corresponding acquired proportion of the book value of the subsidiary's net assets is recorded in net equity. Gains or losses from disposals of non-controlling interests are also recorded in net equity.

        In order to account for an acquisition of assets which does not meet the definition of a business combination under IFRS 3, an analysis is carried out for the purpose of finding out whether the integrated set of acquired activities and assets constitutes a business. In order to be considered as such, it is necessary that it should contain at least one input and one substantial process which, together, contribute significantly to the capacity of manufacturing goods.

        - Equity accounting method Associated companies

        The equity accounting method has been used to consolidate the associates. These are companies in which the Group usually has a direct or indirect stake of between 20% and 50% of share capital.

        A significant influence is understood to exist when the Group has a stake in the associate and can intervene in the decisions regarding the associate's financial and operating policies but does not exercise control or joint control.

        Investments in associates are recorded using equity accounting method. The share in the gains or losses after the acquisition of an associate is recognised in the consolidated income statement and the share in the net equity movements after acquisition is recognised in reserves.

        If the stake in an associate is reduced but a significant influence on its management is maintained, only the stake in proportion to the amounts previously recognised in other global net income are reclassified to net income when this is appropriate.

        Dilution gains and losses generated in investments in associates are recognised in the consolidated income statement.

        An investor will stop applying the equity accounting method from the date on which it stops having a significant influence on an associate's management. If a significant influence on the associate's management is lost, the investor will value the investment which it holds in the former associate at fair value.

        The determination of the existence of control in certain transactions of purchase of investee companies requires occasionally that certain relevant criteria and judgments be applied.

    2. Changes in the consolidation scope and business combinations

      Appendix I includes the companies in which Audax Renovables, S.A. has a direct or indirect shareholding, and which have been included in the consolidation scope as at 31 December 2025 and 2024.

      Below there is a specification of the main transactions carried out which involved significant changes in the consolidation scope:

      • Transactions in the year 2025:

        On 10 January 2025 the company Unieléctrica Energía, S.A. Acquired the remaining 75.1% of shares of the company Alcanzia Energía, S.L. for the amount of EUR 1, and thus became the sole shareholder of the Company and a member of the Audax Group. Alcanzia Energía, S.L. is a Spanish company engaged in electricity and gas retailing, with household and business clients in Spain. The Group estimates that this transaction meets the requirements to be considered a business combination (IFRS 3).

        The information on the business combination cost, fair value of the acquired net assets and of the excess of acquired net assets over the combination cost is as follows:

        EUR thousand

        Cost of business combination -

        Amount paid -

        Fair value of acquired net assets (17,493)

        Goodwill (17,493)

        Although the Group purchased the shares at €1, the Group had granted loans to that company for the amount of EUR 24,216 thousand. As a consequence of the integration of Alcanzia Energía S.L. into the Group, the account of other non-current financial assets is reduced by the amount of these loans.

        The following table shows the amounts of the assets and liabilities recognised at fair value at the date of the business combination and previous carrying amounts:

        Book value at takeover

        Fair value at takeover

        Intangible assets

        13

        6,077

        Tangible assets

        22

        26

        Other non-current financial assets

        1,510

        3,524

        Deferred tax assets

        -

        3,416

        Trade and other receivables

        2,680

        2,676

        Cash and equivalents

        1,204

        1,204

        Total assets

        5,429

        16,923

        Non-current liabilities

        226

        226

        Deferred tax liabilities

        -

        2,020

        Current liabilities

        26,674

        26,674

        Trade and other payables

        5,496

        5,496

        Total liabilities

        32,396

        34,416

        Total acquired net assets

        (26,967)

        (17,493)

        In accordance with the provisions of IFRS 3 the Group shall measure the final effect of a business combination within a period of twelve months. As at the date of formulation of these financial statements, the allocation process is considered definitive, coinciding with the allocation carried out as at 31 December 2025.

        The most important factors that led to the recognition of consolidation goodwill were the expected synergies from the combination of business operations, which were integrated in the transaction, new opportunities of growth arising from that transaction and the workforce. The goodwill recognised as a consequence of the transaction is not tax-deductible.

        Due to the acquisition date (January 2025), the Group has integrated the entirety of the income and revenue for the year with regard to this company. The sales figure, which this Company has integrated into the Group, amounts to EUR 27,177 thousand, at the same time that the company individually obtained a profit of EUR 63 thousand.

        On 23 January 2025 Unieléctrica acquires also from a third party the remaining 25% of shares of Masqluz 2020, S.L., thus becoming also the sole shareholder. This transaction involved a decrease of the Non-controlling Interests of EUR 1,090 thousand and a negative impact on reserves of EUR 1,353 thousand.

        On 26 March 2025 the Dutch company Audax Renewables Nederland B.V. set up a company named Audax Energy Trade Nederland, B.V., also engaged in energy retailing.

        On 19 May 2025 Audax Renovables, S.A. set up a company named Power Telco Services, SL., engaged in telecommunications.

        On 26 May 2025 Audax Renovables, S.A. acquired 100% of shares of the company Limago Energía Solar, S.L. from the company Excelsior Times, S.L. Limago Energía Solar, S.L., in its turn, is the owner of 100% of shares of the company SPG Gestora Yechar, S.L., which is engaged in photovoltaic energy generation. As a consequence of this acquisition, SPG Gestora Yechar, S.L also becomes part of the Audax Group. The total amount payable for this transaction is EUR 17,149 thousand, including the price paid for the shares in the amount of EUR 7,599 thousand as well as the acquisition of debts and borrowings of these companies.

        Due to the type of the transaction and of the acquired company, this operation has not been considered as a business combination, because of not meeting the requirements of IFRS 3 for that purpose. Instead, they were registered as asset acquisition transactions.

        On 30 June 2025 an official document was signed, by which a merger by absorption was approved between Eryx Investment 2017, S.L. (acquired company) and Audax Renovables, S.A. (acquiring company). Since 100% of the shares of the acquired company were owned by the acquiring company, the transaction did not have any impact on the consolidated financial statements. The main activity of Eryx Investment 2017, S.L. involved the shareholding of other companies, and it was the owner of 100% of shares of Unieléctrica Energía S.L.

        Appendix I includes the companies in which Audax Renovables, S.A. has a direct or indirect shareholding, and which were included in the consolidation scope as at 31 December 2025.

        The changes in the consolidation scope explained in this section shall be taken into account for the purpose of comparability of the consolidated financial statements.

      • Transactions in the year 2024:

        On 29 April 2024 an official document was signed, by which a merger by absorption was approved between Generación Ibérica, S.L. (acquired company) and Audax Renovables, S.A. (acquiring company). Since 100% of the shares of the acquired company were owned by the acquiring company, the transaction did not have any significant impact on the consolidated financial statements. The main objects of Generación Ibérica, S.L. involve representation in the energy markets.

        On 9 July 2024 Audax Renovables acquired 100% of shares of the company Figurafi Power, S.L. for the total amount of EUR 4,373 thousand from third company Idena Solar, S.L. The main object of the acquired company involves development, construction and operation of photovoltaic power generation projects. The Group considered that the transaction did not fall under the IFRS-3 requirements to be classified as a business combination and recognised it as asset acquisition.

        On 10 October 2024 Unieléctrica Energía, S.L., a company of the Group, acquired 24.9% of shares of the company Alcanzia Energía, S.L. for the amount of EUR 1. The objects of the acquired company involve retail of electricity.

        On 30 December 2024 the Group began the process of dissolving and liquidating a Spanish company named Explotación Eólica La Pedrera, S.L.U., whose objects involved the development of a wind farm. Since the Group had already made provisions for the investments involved in this project in previous years, and considering the tax recovery of a part of the investment in this project, the Group recorded a corporate income tax gain of EUR 1,061 thousand.

        Lastly, during the year 2024 an agreement was signed adjusting upwards the price of acquisition of the non-controlling share of the company Audax Renewables Netherlands B.V. for the amount of EUR 3,000 thousand; this increase of the acquisition price was recorded in equity in the Other Reserves account.

        Appendix I features a list of the companies in which Audax Renovables, S.A. had a direct or indirect shareholding, and which were included in the consolidation scope as at 31 December 2024.

    3. Homogenisation of the accounts of the companies in the consolidation scope.

    The criteria applied in the homogenisation have been as follows:

    • Temporary homogenisation: all the accounts of the companies in the consolidation scope are referred to as at 31 December 2025 and 2024.

    • Measurement homogenisation: the measurement criteria applied by the subsidiary companies to the assets, liabilities, income and expenses coincide basically with the criteria applied by the Parent Company.

    • Homogenisation for internal transactions: the amounts of the items resulting from internal transactions which do not coincide, as well as any unrecorded items, shall be identified at the level of each company of the group and adjusted accordingly to the consolidation level in order to carry out the relevant adjustments and removals.

    • Aggregation homogenisation: for consolidation purposes, the necessary reclassifications have been made to adapt the structures of the subsidiary companies accounts to that of the Parent Company and to IFRS-EU.

  6. Transactions in foreign currency

The items included in the consolidated annual accounts of each entity in the Audax Renovables Group are stated using the currency of the main economic environment in which the entity operates (functional currency). The consolidated annual accounts are presented in thousand euros, which is the presentation currency of the Audax Renovables Group.

The transactions in foreign currency are translated into the functional currency using the exchange rates in force on the transaction dates. The gains and losses in foreign currency from the settlement of these transactions and the translation to year end exchange rates of the monetary assets and liabilities denominated in foreign currency are recognised in the consolidated income statement.

The net income and financial position of all the companies in the Audax Renovables Group (none of which are trading in a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • The assets and liabilities of each balance sheet presented are translated at the exchange rate in force at the balance sheet date.

  • The income and expenses of each income statement are translated at monthly average exchange rates, unless this measure does not reasonably reflect the accumulated impact of the exchange rates on the transaction dates, in which case the income and expenses are translated at the date of the transactions.

  • All the exchange differences are recognised as separate components in net equity (translation differences). Likewise, the net equity (translation differences) comprises the exchange differences arising from monetary accounts which pertain to the net investment in a foreign business.

The adjustments to goodwill and fair value arising from the acquisition of a foreign entity are treated as the assets and liabilities of the foreign entity and translated at the year-end exchange rate.

The exchange rates against the euro of the main currencies of the companies in the Audax Renovables Group as at 31 December 2025 and 2024 were as follows:

31 December 2025 31 December 2024

Closing rate

Rate Middle

Closing rate

Rate Middle

US dollar

1.18

1.12

1.04

1.08

Hungarian forint

385.15

397.71

411.35

395.97

Polish zloty

4.22

4.24

4.28

4.31

2.7 Segment reporting

The Group discloses financial information by segments in accordance with IFRS 8, identifying its operating segments on the basis of their important economic indicators and features, which are regularly reviewed and evaluated in the process of decision making. The conclusions are used in the areas of allocation of resources and evaluation of performance in each operating segment.

Although the results of the generation and retail, as well as their economic features, could be different, the fact that the Group follows its strategy of vertical integration of both business lines by, for example, developing its own generation facilities, as well as protecting the prices through power supply agreements, justifies that, at the operating segment level, both business lines are joined.

Therefore, the Group presents the information divided into geographical segments, and each of them constitutes a different business with its own organisational structure in order to evaluate its level of goal achievement.

The main geographical segments of the Audax Renovables Group are the following:

  • Iberia; Spain and Portugal.

  • Hungary

  • The Netherlands

  • Rest of World: namely Italy, Poland, Germany, France and Panama.

  1. Intangible assets

    The assets included in intangible assets are measured at cost, which may be the acquisition price or the production cost, less the relevant accumulated amortisation (calculated based on its useful life) and possible impairment losses, if applicable.

    The depreciable amount of an intangible asset of limited useful life is distributed on a regular basis throughout its useful life. The amortisation charge of each period is recognised in the profit or loss for the year.

    1. Goodwill

      Goodwill represents the surplus, on the acquisition date, of the costs of the business combination over the fair value of the share in the net identifiable assets of the acquired company. The goodwill related to the acquisitions of subsidiaries is included under intangible assets and that related to acquisitions of associates is included under investments consolidated by equity accounting.

      The goodwill is only recognised when it was acquired against payment and corresponds to the future economic profits arising from the assets which could not be identified individually and recognised separately.

      Prior to the entry into force of the International Financial Reporting Standards, and as per IFRS 1, goodwill arising from the acquisitions before 1 January 2004 was recorded in the amount recognised as such in the consolidated annual accounts at 31 December 2003 prepared under Spanish accounting principles.

      Any goodwill coming from the acquisition of a company whose functional currency is not the Euro, will be valued in that distinct currency. The Euro conversion will take place on the balance sheet date.

      Apart from investigating the existence of any impairment sign, the goodwill and intangible assets are examined at least annually for the purpose of discovering any loss due to impairment.

      In order to analyse its recoverability, the goodwill is assigned to those cash-generating units (or groups of cash-generating units) which are benefited by the synergies of the business combination.

    2. Computer software

      Computer software purchased and developed by the company itself, including the cost of the development of websites, is recognised correspondingly to the fulfilment of the conditions established for the development expenses. The maintenance cost of computer software is expensed as incurred.

      Licenses for computer software acquired from third parties are capitalised on the basis of the costs incurred to acquire and prepare them for a specific program use.

      The Group reviews the residual value, the useful life and the depreciation method of the intangible assets at the end of each year. The changes to the initially established criteria are recognised as a change in the accounting estimate.

      The expenses related to the maintenance of computer software are recognised as cost when incurred. Cost related directly to the production of unique and identifiable software controlled by the Company, and when it is probable that it will generate economic profit exceeding the cost during more than one year, is recognised as intangible asset. Direct costs include staff costs of software developers and a suitable percentage of general costs.

      These costs are amortised by straight-line amortisation during its estimated useful life.

    3. Trademarks and Client portfolio Trademarks

      Trademarks are mainly the ones acquired through business combinations referred to in the previous paragraph. Some trademarks were considered, by the independent expert who carried out its measurement at fair value, to have indefinite useful life, as there is no estimable limit to the period in which the asset will generate cash inflows, whereas others are amortised depending on their estimated useful life, mainly 10 years. In this regard, the main trademarks owned by the Group correspond to the business combination of the company Eryx Investments 2017, S.L. carried out in 2018, which included the trademarks of Unielectrica Energía, S.L. and its subsidiaries.

      Client portfolio

      Client portfolio corresponds primarily to those acquired through business combination in the year 2017 of the company Audax Netherlands B.V., of the company Eryx Investments 2017, S.L. (Unieléctrica Group) during the year 2018, of the company in Hungary in 2020. Moreover, in 2025 a client portfolio was acquired through the business combination of Alcanzia Energia S.L. (Note 2).

      For the purpose of valuation of customer relations, the earnings method (MEEM) was used. The value of the assets is estimated by the sum of future "excess earnings" discounted at present value, less charges for contributory assets.

      These client portfolios are amortised by the straight-line amortisation method during their useful life which is estimated to be between 2 and 12 years and is determined according to the drop ratio based on historical data.

    4. Lease right-of-use assets

      In accordance with IFRS 16, the right-of-use assets are recognised on the lease commencement date.

      The cost of the right-of-use asset includes the amount of the measurement at recognition of the lease liability, any lease payment made on or before the commencement date, less the incentives received, the initial direct costs incurred in lease, and the estimated cost to be incurred in dismantling and restoring the asset.

      After the initial recognition, the right-of-use asset is measured at cost less accumulated amortisation and impairment loss. The amortisation of the right-of-use asset begins on the lease commencement date and is carried out over the useful life of the underlying asset or the lease term if the latter is shorter. If the ownership is transferred to the lessee or when it is quite certain that the lessee will exercise the purchase option, the amortisation is recorded over the useful life of the asset.

      The recognition exemption is applied in leases where the underlying asset is of low value (less than EUR 4,000) and short term (lease term of 12 months or less). In these cases, the lease payments are recognised as operating expenses applying the straight-line method over the lease term.

    5. Other intangible assets and licences

      The amounts recorded for intangible assets correspond to their acquisition cost less accumulated amortisation, which begins when the asset is available for use, and valuation adjustments due to impairment, if applicable. Primarily, they originate in business combinations measured at fair value.

      These assets arise mainly from measuring at fair value, in business combinations or company acquisitions, certain milestones in the development and implementation of, for example, power generation plants, such as obtaining permits and authorisations granted by official bodies for the construction of a power plant. Own work capitalised (basically staff costs) for property, plant and equipment when the requirements of IAS 38 are met is also included. These intangible assets are amortised on a straight-line basis over the plant's useful life, which begins when the assets are put into operation, and that is when the dismantling or restoring costs, if applicable, begin to be registered.

      The net book value of the intangible assets is tested for possible impairment if certain events or changes indicate that their net book value cannot be recovered. In the case of intangible assets from business combinations possible impairment is measured additionally every year.

    6. Business combinations

      The Group accounts for business combinations using the acquisition method when the control is transferred to the Group in accordance with IFRS 3. The acquisition date is the date on which the Group obtains control over the acquired business.

      The cost of the business combination is determined by the aggregation of:

      • The fair value of the transferred assets on the acquisition date, the liabilities incurred or assumed and the equity instruments emitted.

      • The fair value of any of the contingent considerations depends on the future events or the compliance with the predetermined conditions.

        -​

        Costs related with the emission of equity instruments or financial liabilities exchanged for the acquired assets are not part of the combination costs.

        Additionally, fees paid to legal advisors or other professionals that have intervened in the combination, and the expenses generated internally with the same nature, are not considered part of the combination costs. Instead, these costs are directly attributed to the income statement.

        If the business combination is done in different stages, in such a way that before the acquisition date (obtaining the effective control) it already existed an investment, goodwill or the negative difference will be obtained by computing the difference between:

      • The cost of the business combination, plus the fair value on the acquisition date of any previous share of the acquiring company in the acquired company, and

      • The value of the identifiable acquired assets minus the liabilities assumed, determined according to what was indicated previously.

    Any profit or loss incurred as a consequence of the valuation at fair value on the date in which effective control is obtained over the shares of the acquired company, will be recognized in the consolidated income statement. If the investment has been valued previously according to its fair value, the valuation adjustments pending to be included in the year's result will be transferred into the income statement. On the other hand, it is presumed that the cost of the business combination is the best reference point to estimate the fair value on the acquisition date of any previously issued share.

    If the combination difference happened to be negative, it would be registered in the consolidated income statement as an income.

    If at the closing date of the year in which the combination takes place the valuation processes needed to apply the acquisition method described above had not been concluded, this accounting entry would be considered provisional, thus future adjustments on the provisional values would be allowed during the period it took to acquire the required information, which under no circumstances can be more than a year. The effects of the adjustments done during this period will be accounted for retroactively, modifying the comparative information if needed.

    The subsequent changes in the fair value of the contingent consideration will be adjusted against results, unless such consideration has been classified as net equity in which case its further changes on fair value will not be recognized.

    If after taking the efficient control sales transactions take place or subsidiary shares are bought without losing it, the impact of these transactions without changes in control will be accounted as net equity and will not modify the value of the consolidated goodwill.

  2. Property, plant and equipment

    Property, plant and equipment are recognised at their acquisition price or cost of production minus their accumulated depreciation and accumulated recognised impairment losses. This account also includes own work capitalised (basically staff costs) for property, plant and equipment when the requirements of its recognition are met.

    The provisions for dismantling, existing under contract, which are recorded upon start-up at their current value as an increase of value of the property, plant and equipment with a counter-entry under provisions (Note 13), form part of the fixed assets and are depreciated over the useful life of the power generating plant. Moreover, the provision is updated annually, with charge to the financial expenses. It is considered that the dismantling cost shall be realised at the end of the useful life of the project and its cost has been estimated using internal information as well as analyses prepared by external entities.

    The assets related to dismantling or land rehabilitation are registered upon start-up of the power generation plant, which is also when the depreciation begins.

    The net financial expenses, and other expenses directly attributable to property, plant and equipment, are included in the acquisition cost until they are brought into use.

    The costs of extension, modernisation or improvement of property, plant and equipment are capitalised only when they represent an increase in their capacity, productivity or a lengthening of their useful life, and as long as it is possible to know or estimate the carrying value of the assets that are written off inventories when replaced.

    The costs of major repairs are capitalised and depreciated over their estimated useful lives while recurrent maintenance expenses are taken to income statement during the year in which they are incurred.

    The depreciation of property, plant and equipment, except for land, which is not depreciated, is calculated on a straight-line basis according to their estimated useful lives, taking into account ordinary wear and tear. The estimated useful lives are as follows:

    Depreciation method

    Years of estimated useful life

    Structures

    Straight-line

    33 - 50

    Technical installations: wind farms

    Straight-line

    25

    Technical installations: solar power plants

    Straight-line

    30

    Other installations and machinery

    Straight-line

    8 - 35

    Other plants, facilities and equipment

    Straight-line

    5 - 20

    Other property, plant and equipment

    Straight-line

    4 - 14

    Depreciation begins at the moment of making operative the element belonging to property, plant and equipment.

    The residual value and useful life of assets are reviewed, and adjusted if needed, at each consolidated balance sheet date.

    When the book value of an asset is greater than its estimated recoverable value, it is immediately written down to the recoverable value.

    The profit and loss on the sale of property, plant and equipment is calculated by comparing the income obtained from the sale against book value and then taken to the income statement.

  3. Impairment losses on non-financial assets

    The Group applies the method of assessing the existence of indications which might imply possible impairment of non-financial assets subject to amortisation or depreciation, in order to verify if the carrying amount of said assets exceeds the recoverable amount.

    Moreover, regardless of whether there are any indications of impairment, the Group examines at least once a year the possible impairment that could affect the goodwill and the intangible assets of indefinite useful life, as well as intangible assets that are not yet available for use.

    The recoverable amount of an asset is whichever is higher between its fair value less costs of disposal or its value in use. The value in use of an asset is determined according to the future cash flows expected to be derived from the use of the asset, the expectations about possible variations in the amount or timing of those future cash flows, the time value of money, the price for bearing the uncertainty inherent in the asset and other factors that market participants would reflect in pricing the future cash flows related to the asset.

    Negative differences resulting from the comparison between the carrying amount and the recoverable amount of the assets are recognised in profit and loss.

    The recoverable amount must be calculated for an individual asset, unless the asset does not generate cash inflows which are largely independent of cash inflows from other assets or groups of assets. If this is the case, the recoverable amount is determined for the CGU (Cash-Generating Unit) to which it belongs.

    Impairment loss of a CGU initially reduces the goodwill allocated to that CGU and, later on, to the other assets of the CGU pro rata the carrying amount of each one of the assets, with the limit for each one of them of whichever is the higher between its fair value less cost of sale or other disposal, its value in use, and zero.

    A CGU may contain a right-of-use asset and a lease liability. In the impairment test a liability is recognised when the recoverable amount of the CGU is determined, if it is supposed that in the case of owning the CGU the buyer should assume the lease liability. In such case the procedure is as follows:

    • If the recoverable amount is determined using the value in use, the value of the lease liability is considered in the value of the assets undergoing the test as well as in its value in use; without considering the outflows of cash connected with the lease contracts in the cash flows of the test, but reducing directly the value in use by the book value of the lease liabilities.

    • If the recoverable amount is determined using the fair value less costs to sell, the value of the lease liability is considered in the value of the tested assets; and the recoverable amount is determined as the result of the sale of the assets of the CGU and the liabilities connected with the right of use.

      The Group assesses, based on internal and external information sources, at each balance sheet date, whether there is an indication that an impairment loss recognised in previous years does not exist anymore or may have decreased. Reversal of impairment loss for goodwill is not possible. Impairment loss for the rest of assets may be only reversed if there has been a change in the estimates used to determine the recoverable amount of the asset.

      The main indications which the Group takes into account in order to check the existence of impairment are the following:

      • Recurring losses in the CGUs;

      • Actual net cash flows, or results, deriving from the exploitation of the asset, significantly lower than estimated;

      • Negative change in one of the key assumptions on which the cash flows forecasts are based: production, prices, number of clients, discount rates, gross margins, etc.;

      • Significant changes with unfavourable effect for the Group, which occurred during the year or are expected to occur in immediate future, in the form or manner in which the asset is used or is expected to be used, such as, for example, plans to interrupt or restructure the business activity to which the asset belongs, or plans to dispose of the asset;

      • Identification of unforeseen contingent liabilities in the CGUs subject to valuation, unforeseen significant sanctions or failure to meet certain ratios related to financial liabilities.

    Reversal of the impairment loss is recognised in the profit or loss. However, the increased carrying amount due to reversal should not be more than what its depreciated historical cost would have been if the impairment had not been recognised.

  4. Leases
  1. Identification of a lease

    At the beginning of a contract, the Group assesses if the contract contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The period in which the Group uses an asset includes consecutive and non-consecutive periods. The Group reassesses the conditions only when the contract is amended.

  2. Lessee accounting

In the contracts which contain one or more lease components and non-lease components, the Group assigns consideration of the contract to each lease component according to the selling stand-alone price of the lease component and aggregate stand-alone price of the non-lease components.

The payments made by the Group which do not involve transfer of goods or services to the Group by the lessor are not a component separate from the lease, but form part of the total consideration of the contract.

The Group decided to not apply the accounting policies specified below for short-term leases and those where the value of the underlying asset is lower than EUR 4 thousand. (IFRS 16.8 and B3-B8).

For this kind of contracts, the Group recognises the payments on a straight-line basis over the lease term.

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