TABLE OF CONTENTS
1.GENERAL INFORMATION (ESRS 2) | 3 | ||
1.1 Basis of preparation | 3 | ||
1.2 Governance | 5 | ||
1.3 Strategy | 11 | ||
1.4 Management of impacts, risks and opportunities | 19 | ||
2. ENVIRONMENTAL INFORMATION | 25 | ||
2.1 Disclosure of information under article 8 of Regulation Regulation). | (EU) | 2020/852 (the Taxonomy | 25 |
2.2 Climate change (ESRS E1) | 34 | ||
2.3 Biodiversity and ecosystems (ESRS E4) | 45 | ||
3. SOCIAL INFORMATION | 51 | ||
3.1 Own workforce (ESRS S1) | 51 | ||
3.2 Consumers and end users (ESRS S4) | 63 | ||
4. GOVERNANCE INFORMATION | 67 |
Business conduct (ESRS G1) 67
Specific entity information: Cybersecurity 76
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Appendices 80
List of data points included in regulations derived from other EU legislation 80
Disclosure of information under Law 11/2018 83
Taxonomy indicators 92
List of disclosure requirements 99
List of requirements under Law 11/2018 on non-financial information and diversity 102
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GENERAL INFORMATION (ESRS 2)
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Basis of preparation
General basis for the preparation of the Sustainability Statement (BP-1)
The following is the Non-Financial and Sustainability Information Statement of Audax Renovables, S.A. and subsidiaries (hereinafter: "the Group", "Audax" or "the company"), a document which is part of the Directors' Report. The information in this document refers to the period between 1 January and 31 December 2025. The consolidation scope of the Non-Financial and Sustainability Information Statement (hereinafter: "Sustainability Statement" or "Non-Financial Information Statement") is the Group and corresponds to the scope of the financial statements. The report has been prepared in accordance with Directive 2022/2464 of 14 December 2022 Corporate Sustainability Reporting Directive (hereinafter, CSRD) on corporate information on sustainability, however it complies with the general dispositions published in preceding Law 11/2018. This Sustainability Statement meets the requirements established in Law 11/2018, of 28 December, amending the Commercial Code, the consolidated text of the Corporate Enterprises Act approved by Royal Legislative Decree 1/2010, of 2 July, and Law 22/2015, of 20 July, on Audit, concerning non-financial information and diversity matters. This information can be found in Appendix 5.5 List of requirements under Law 11/2018 on non-financial information and diversity.It also includes the information specified in article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council, of 18 June 2020, on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088, as well as in the Delegated Regulations of the Commission. This information is featured in section 2.1 Disclosure of information under article 8 of Regulation (EU) 2020/852 (the Taxonomy Regulation).
The subsidiaries included in the consolidation scope are exempted from presenting individual or consolidated information on sustainability matters under article 19 bis or article 29 bis section 8 of Directive 2013/34/EU. The company has included explanatory information in the footnotes concerning certain specific indicators which have not been prepared in accordance with the scope of the report.
The Non-Financial Information Statement concerns primarily the core activities of the company. According to the double materiality assessment required by ESRS 1, Audax has carried out an analysis of impacts, risks and opportunities of the sustainability matters featured in AR 16, taking into account its direct and indirect business relations as well as its upstream and downstream value chain. The assessment concludes that the company has not detected any material impacts, risks or opportunities related to the analysed sustainability matters in its value chain in neither of its upstream or downstream phases. A detailed explanation is provided in section 1.4 -Management of impacts, risks and opportunities.
The Group has not omitted elements of information on intellectual property, know-how or innovation results, nor has it used exemption from disclosure of upcoming events or matters under negotiation, in accordance with the provisions of article 19 bis, section 3 and article 29 bis section 3 of Directive 2013/34/EU.
Disclosure in relation to specific circumstances (BP-2) Time horizons
The time horizons defined by Audax coincide with the definition in section 6.4 of ESRS 1, Definition of short-, medium- and long-term time horizons for reporting purposes.
The company establishes 2025 as its reporting year, but includes in its Non-Financial Information Statement retrospective and prospective information on quantitative disclosure requirements reported in previous years in accordance with Law 11/2018 in order to facilitate understanding of the information disclosed with regard to the material sustainability matters of the Group.
Assessment of the value chainThe company does not have any control over the activities of the upstream and downstream phases of its value chain or of their business relations, therefore it is complicated to obtain certain information on the value chain, especially of its upstream phases.
After undertaking reasonable efforts, the company used indirect information sources as average values of the sector and other alternative variables in the disclosure requirements concerning sustainability matters of ESRS E1 - Climate change. The information, the basis of its preparation and the degree of accuracy is described in section 2.2. corresponding to ESRS E1.
Sources of estimation and outcome uncertaintyThe Group has used sources of estimation and outcome uncertainty to calculate the data required by ESRS E1 on climate change. The information on sources and uncertainty is disclosed individually for each disclosure requirement.
Changes in preparation or presentation of sustainability informationIn 2025 there have been changes in the presentation of certain indicators related to own workforce (ESRS S1), due to an update of professional categories of the employees. The company is striving to improve the organisational model in order to homogenise the organisation and processes of human resources of the subsidiaries of the Group and has updated the professional categories of the employees in order to further the accomplishment of this goal, thus ensuring coherence of those categories with the organisational and operational model.
The most significant difference between current categories and the categories reported in the past is in the definition of lower categories. The new categorisation of employees makes it possible to differentiate the positions of manager or specialist from other employees belonging to a lower category, eliminating certain discrepancies that existed between the subsidiaries, and bringing a better representation of the actual professional structure of the Group, as well as a greater comparability and consisten cy of the information reported between the subsidiaries. This reform improves the quality and reliability of the workforce indicators and enables a more precise analysis of the development of the staff and distribution of roles within the organisation.
After defining the new categories, the Group focused on communicating this organisational change to the Country Managers and Human Resources of the subsidiaries, providing assistance and help of the Headquarters in the adaptation of the report of employee indicators to the newly defined categories.
With regard to the new professional categories, personnel data at the closing date were restated by professional category for the year 2024, but the rest of indicators were not restated due to internal limitations at the lack of centralised information, therefore the data cannot be compared to the previous year.
The method of calculating the remuneration for the year 2025 was also modified in order to include the entire personnel, while in 2024 the personnel was considered at the close of the year and the data for 2024 were not restated for the same reason, therefore the information is not comparable.
Reporting errors in prior periodsThe company has not identified reporting errors in 2025 or in previous years.
Information derived from other legislation or from generally accepted pronouncements regarding information on sustainabilityThis Non-Financial and Sustainability Information Statement meets the requirements established in Law 11/2018, of 28 December, amending the Commercial Code, the consolidated text of the Corporate Enterprises Act approved by Royal Legislative Decree 1/2010, of 2 July, and Law 22/2015, of 20 July, on Audit, concerning nonfinancial information and diversity matters. This information can be found in 5.5 List of requirements under Law 11/2018 on non-financial information and diversity.
It also includes the information specified in article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council, of 18 June 2020, on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088, as well as in the Delegated Regulations of the Commission. This information is featured in section 2.1 Disclosure of information under article 8 of Regulation (EU) 2020/852 (the Taxonomy Regulation).
The Non-Financial Information Statement includes information which is complementary to the data required by the applicable industrial regulations on non-financial information, specifically it includes information on Sustainability prepared by the Group corresponding to the year ended on 31 December 2025 (hereinafter, the information on sustainability) according to the provisions of Directive (EU) 2022/2464 of the European Parliamen t and of the Council, of 14 December 2022, on Corporate Sustainability Reporting (CSRD).
Incorporation by referenceThe company has incorporated information by reference to the consolidated financial statements according to the following data points: E1-5 DP 18 and AR 36 e); E1-6 DP 25 b); E1-6 DP 30.
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Governance
The role of the administrative, management and supervisory bodies (GOV-1)
The governance model of Audax is comprised of the following administrative, management and supervisory bodies:
Board of DirectorsThe principal mission of the Board of Directors is to guide, administer and represent the Company within the scope of activities featured in its objects, to define the general strategy and indicate the guidelines for its management, while being committed to the transparency and veracity of the information of the Company in its relations with the shareholders and the markets in general.
The Board of Directors of Audax Renovables is the highest governing body and has two delegated committees: the Audit Committee and the Appointments and Remuneration Committee. The Board of Audax Renovables is unitary and is comprised of the chairman, the sole member with executive power, four members of the board (two of whom are proprietary and two are external independent directors) and a non-member female secretary. The percentage of women within the Board of Directors is 40%.
The Group does not have an employee representative within the Board of Directors or in its delegated committees.
Audit CommitteeThe competence attributed to the Audit Committee includes supervision of the efficacy of the internal audit, the financial and non-financial information, including information on sustainability, internal control systems and systems of financial and non-financial risk management of the Company, as well as the preparation and presentation of the mandatory financial information in accordance with the regulations applicable at any time, which apply to the auditing process.
This committee is comprised of three non-executive members: a chairman and two members, one of them female.
The Sustainability Manager reports to the Audit Committee and belongs to the senior management. The Manager reports periodically on the company's performance in ESG matters to the Committee and informs about the sustainability-related impacts, risks and opportunities.
Appointments and Remuneration CommitteeThe Committee's principal responsibilities involve, among others, the evaluation of the skills, knowledge and experience necessary for the Board of Directors, to suggest to the Board of Directors the directors and senior management's remuneration policy, and to submit to the Board the proposals of director appointments. Currently the Appointments and Remuneration Committee is comprised of three non-executive members: a chairman and two members, one of them female.
Roles and responsibilities of the administrative bodies concerning non-financial information and sustainability reportingThe roles and responsibilities of the administrative bodies in exercising the supervision of the process of management of the impacts, risks and opportunities related to sustainability are featured in the Regulations of the Board of Directors and Regulations of the Audit Committee, both documents published in the corporate website.
Expertise and skills of the administrative, management and supervisory bodies on sustainability mattersThe administrative bodies of Audax are comprised of the members of the Board and senior management, which, in turn, is comprised of the General Manager, the Group Chief Internal Auditor and the Sustainability Manager.
All its members have extensive experience and expertise concerning the impacts, risks and opportunities related to sustainability in the energy sector and, more specifically, with regard to the activities carried out by Audax. The members of the Board are also directors of other listed and unlisted companies, which also represent reliable sources of information about the management of sustainability matters in other businesses. The information on the expertise of the members of the Board with regard to the activities of the company and the industry in which it operates can be found in the "Corporate Governance Report" published annually and on the corporate website of Audax.
When necessary, the company relies on external specialists such as the Big Four companies and other recognised consulting firms to carry out specific works related to the management of material impacts, risks and opportunities. Moreover, in their reporting duties to the Audit Committee, the external auditors shall inform about the amendments and applicable regulatory changes, including in the sustainability matters.
Information on composition and diversity of the members of the administrative, management and supervisory bodies of Audax RenovablesMembers Position Board of
Audit
Committee
Appointments
Committee
Gender
Mr Francisco José Elías Executive Director Chairman
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Men
Mr Ramiro Martínez-Pardo del Independent Member
Member
Member
Men
Mr Josep Maria Echarri Torres Independent Member
Chairman
Chairman
Men
Ms Anabel López Porta Proprietary Member
Member
Member
Women
Ms Rosa González Sans Proprietary Member
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Women
Ms Naiara Bueno Aybar Non-member -
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Women
The chairman of the Board of Directors is the only member with executive power, and 40% of the members of the board are independent directors. 40% of members of the Board of Directors of Audax Renovables are women. The company has established the commitment to maintain as a minimum this percentage of female representation as part of the Long-term Incentive Plan approved in 2025.
DirectorsNavarro
Valle
Director
Director Director Director Secretary
Supervision of sustainability-related impacts, risk and opportunitiesThe responsibility with regard to the preparation and approval of the double materiality assessment of Audax Renovables based on the impacts, risks and opportunities related to the sustainability matters of ESRS 1 is described in Chapter 1.4 Impacts, risks and opportunities management.
The Board of Directors is the supreme body responsible for the approval of the double materiality assessment of the company. The Sustainability Manager identifies and evaluates the impacts, risks and opportunities (hereinafter, the "IROs") related to sustainability matters outlined in Appendix AR 16 in cooperation with the officers and management of the company and reports to the Audit Committee and the Board of Directors for their approval the methodology used and the results obtained. The approval of the goals and objectives related to the ESRS outlined in this report also lies with the Board of Directors.
The Board of Directors delegates to the Sustainability Manager the supervision and management of the impacts, risks and opportunities related to sustainability matters. The Manager shall inform, at least annually, the Audit Committee and the Board of Directors about the IROs and sustainability aspects that are material to the company. At present, Audax does not have a system of internal control of information on sustainability matters (SCIIS) and has not carried out an assessment of specific risks in this area.
The members of the Board of Directors and its delegated committees have necessary knowledge to supervise sustainability matters in the company. The Sustainability Manager informs periodically the Board of Directors, through the Audit Committee, about the management of the impacts, risks and opportunities in sustainability matters and is the ultimate body responsible for determining whether the Manager herself has the right skills for their management or whether additional specialised resources are necessary.
If the members of the Board of Directors and/or members of its delegated committees determine that the company does not have specialised skills and/or knowledge to supervise a sustainability matter, external specialised entities, such as the Big Four companies and other recognised consulting firms are engaged to conduct the assessment and specific tasks related to the management of sustainability impacts, risks and opportunities.
Information provided to and sustainability matters addressed by the administrative, management and supervisory bodies of the company (GOV-2)
The Sustainability Manager informs the Audit Committee quarterly about sustainability questions, and the Committee relays the information to the Board of Directors. The Sustainability Manager informs about the impacts, risks and opportunities, the trends and regulatory developments related to the sustainability matters and the energy industry. All the decisions made by the company concerning the management of the sustainability matters reported to the Committees shall be relayed to and, if necessary, subsequently approved by the Board of Directors.
The Internal Audit Manager and the external auditors have the obligation to inform the Audit Committee about the changes in the financial regulations applicable to the company, including sustainability matters.
The administrative bodies and their members take into account the sustainability-related impacts, risks and opportunities at the moment of making strategic decisions concerning important transactions, risk management process, internal control system and other decisions that may affect the day-to-day operation.
The Board addressed the list of impacts, risks and opportunities drawn-up by the company for the assessment of double materiality as part of the process of approval of the assessment, focusing on those that are material to Audax (see Chapter SBM-3: Material impacts, risks and opportunities and their interaction with the strategy and business model). Moreover, the Board has promoted various projects and initiatives related to the IROs identified during the year, such as: approval of the Sustainability Policy, approval of the Human Rights Policy, approval of the training plan and the Compliance Policy and the approval of the first goal of emission reduction of the Group, among others.
Adopted sustainability-related policies (MDR-P) Sustainability Policy
The purpose of the Sustainability Policy is to establish the principles, commitments and responsibilities, which govern the sustainability management in Audax, ensuring consistency of action in all its areas and subsidiaries. It provides an internal framework of reference, which aligns the management of ESG matters with the company's strategic goals, mission, vision and values. Moreover, it sets out a common framework for the integration of impacts, risks and opportunities related to the environmental, social and corporate governance matters into the activities, operations and services of the Group, facilitating ethical and responsible decision -making. The policy addresses material ESG aspects of Audax: the climate change, biodiversity protection, own workfo rce, end consumers, corporate governance and cybersecurity, and establishes commitments, objectives and implements mechanisms of monitoring and control, but is not limited to these matters. The company also establish es commitments and activities of control in order to ensure the adequate management of the ESG topics, even of those that are not material to Audax.
The Policy is based on the main international frameworks and standards concerning sustainability, human rights, environment, decent work and good corporate governance. Specifically, it is based in particular on the following regulations: European Directive (EU) 2022/2464 (CSRD), Law 11/2018, Taxonomy Regulation (EU) 2020/852, ILO Conventions, the Ten Principles of the United Nations Global Compact, recognised international standards such as ISO 14001, ISO 9001, ISO 45001 and ISO 27001.
The Sustainability Policy is applicable to all the companies of the Group and is mandatory for all the directors, managers and employees. Moreover, Audax shall promote alignment with the basic sustainability principles of the Policy among the companies with which it collaborates, even if they do not belong to the Group. The Policy was formally approved in November 2025 by the Board of Directors and the responsibility to define, update and implement the Sustainability Policy in the subsidiaries of the Group lies with the Sustainability Manager.
Environmental PolicyThe Environmental Policy defines the principles of action for the environmental management and provides a framework of reference for the purpose of integrating the environment-related impacts, risks and opportunities into the Group's strategy and the decision-making process. The Environmental Policy represents Audax's commitment to the environment protection, biodiversity conservation and sustainable use of resources in its activities wherever it operates. In particular, it undertakes to comply with the environmental regulations, to contribute to the fight against climate change and to the energy transition by encouraging and promoting the generation and consumption of energy from renewable sources among its clients, business partners and society as a whole.
The Policy has been defined in strict compliance with the environmental legislation and regulations applicable in all the countries where the company operates. In particular, it is based on European Directive (EU) 2022/2464 (CSRD), environmental laws applicable internationally, nationally, regionally and locally, the internal regulation s and policies of Audax, international standards, such as ISO 14001 and ISO 50001, and the voluntary commitments made by the organisation with regard to the environment.
The Environmental Policy is applicable to all the companies of the Group and is mandatory for all the directors, managers and employees. Moreover, Audax shall promote alignment with the basic sustainability principles of the Policy among the companies with which it collaborates, even if they do not belong to the Group.
The Board of Directors approved in November 2025 the update of the Environmental Policy approved for the first time in 2023. The responsibility to define, update and implement the Environmental Policy in the subsidiaries of the Group lies with the Sustainability Manager.
Human Rights PolicyThe principal aim of the Human Rights Policy is to promote and guarantee respect for human rights in all the activities of Audax, fostering a safe, inclusive and equitable work environment, as well as ethical and responsible relationships with all its stakeholders. The Policy has been designed to integrate the principles of equality, diversity, non-discrimination, decent work and responsible governance in the company's management model, ensuring that all its operations are carried out in a way that is transparent and respectful towards the individuals and communities among which it operates.
In order to meet this purpose, clear objectives have been established within the strategic framework of the Group, which include prevention and mitigation of negative impacts on human right in the value chain, fostering participation and welfare of the employees, guaranteeing fair and safe working conditions, and promoting social responsibility in cooperation with the suppliers, clients and local communities.
The Policy is governed by internal corporate policies and recognised international standards, such as the UN Guiding Principles on Business and Human Rights, the International Labour Organisation (ILO) Core Conventions and the OECD Guidelines for Multinational Enterprises, as well as other commitments made voluntarily by the company, always ensuring their alignment with the best practices of respect for human rights, decent work and responsible governance.
The Human Rights Policy is applicable to all the companies of the Group and is mandatory for all the directors, managers and employees. Moreover, Audax shall promote alignment with the basic sustainability principles of the Policy among the companies with which it collaborates, even if they do not belong to the Group. The Policy was approved in November 2025 by the Board of Directors and the responsibility to define, update and implement it in the subsidiaries of the Group lies with the Sustainability Manager.
Integration of sustainability-related performance into the incentive schemes (GOV-3)
In order to realise the ambitious strategic plan of the Group in the coming years the effort, commitment and involvement of its managers is essential. Therefore, in 2024 the Board of Directors approved the Incentive Plan (hereinafter, the "Plan") for the years 2024-2026, intended for the directors, managers and key employees. In this context, the Incentive Plan allows the managers and key employees to participate in the creation of value and to obtain the right to receive the incentives after fulfilling the established requirements.
The main object of the Plan is to incentivise, motivate and retain the management team and the key employees by offering them an incentive linked to the performance of the strategic plan. Thus it is possible to align the interests of the beneficiaries with those of the shareholders of Audax by offering them a competitive remuneration in accordance with the remuneration practices of the market and the organisational and strategic situation of the Group.
The Plan consists in assigning to each beneficiary at the beginning of the Plan a number of "Units", which will give them the right to a number of shares of Audax equivalent to the assigned units weighted by a determined percentage depending on the degree of fulfilment of the specified goals. The Plan is linked, among others, to the fulfilment of certain goals in the area of the ESG. The company has established a goal for each ESG pillar: to maintain the representation of women within the Board, to provide training to all the employees in Complian ce matters and to reduce CO2 emissions to the atmosphere. The weight of the ESG goals in the incentive is of 10% and the units are distributed in the same way among all the beneficiaries of the plan.
The Plan is supervised by the Chairman of the Board of Directors and the General Manager of Audax, accordin g to the instructions of the Board of Directors, and the terms and conditions of the incentive are regulated in the document "General Terms" and shall be subject to assessment at the end of the defined period (2024-2026).
Statement on due diligence (GOV-4)
The company provides a reference to the chapters and sections where the elements of the due diligence process are addressed, mainly in order to identify, prevent and mitigate all the possible sustainability -related risks that could affect Audax, the environment and the community in general as a consequence of its activities.
Audax has implemented diverse processes and internal policies in order to identify, prevent and mitigate the aforementioned risks. Those consist, among others, of the corporate risk management system, which includes the sustainability-related risks, the Corporate Code of Ethics and the Environmental Policy.
Element of due diligence Chapter
Section
Page
Integration of due diligence into the governance, 1
1.2; 1.3; 1.4
11-13
Cooperation with the affected interested parties at
all the key stages of due diligence 1
1.3
14
Identification and assessment of the negative impacts 1
1.4
15
strategy and business model
Adoption of measures to mitigate, repair or
compensate the negative impacts 2; 3; 4 E1-3; E4-3; S1-3; S4-3; G1-3
39-40; 50-51; 57-
58; 67; 74-75
Monitoring of the efficacy of these efforts and 2; 3; 4
communication
ESRS 2 GOV-3; E1-3; E4-1; S1-4; S4-4; G1-3
10; 39-40; 50-51;
57-58; 67; 74-75
Risk management and internal controls over sustainability reporting (GOV-5)
In order to meet the obligations under the applicable regulatory framework: CSRD, Law 11/2018, regulation of the CNMV, Corporate Enterprises Act, Good Governance Code of Listed Companies approved by the National Securities Market Commission (CNMV), and associated circular 1/2020, European Regulation 852/2020 on Sustainable Finance Taxonomy, the company shall disclose each year the sustainability statement related to that year. The responsibility for risk management and internal controls over sustainability reporting lies with the Board of Directors, which delegates the supervision of the internal control systems to the Audit Committee.
Within the responsibilities attributed to the Audit Committee there is the supervision of the efficacy of the internal audit services, the financial and non-financial or sustainability reporting, internal control systems and the systems of financial and non-financial risk management of the Group.
The process of gathering and consolidation of the sustainability information made available to the stakeholders requires the application of internal controls and reviews to ensure the reliability and quality of the reported information. With this regard, the Sustainability Department is responsible for the preparation and consolidation of the Group's non-financial information. The Sustainability Manager defines the criteria to be used in the report based on the regulatory frameworks in the area of sustainability applicable to the company and is responsible for identifying and assessing the sustainability-related impacts, risks and opportunities.
In order to prepare and consolidate the information, the Sustainability Manager coordinates the process of gathering information with the managers of the subsidiary companies and their areas of responsibility. During this phase a control layer is applied to the information by conducting controls of the contents of the qualitative information and carrying out comparisons of quantitative information and the data reported in previous years, all this supported by the internal documentation of the areas, however, at present, the company does not have a system of internal control of information on sustainability matters (SCIIS) and has not carried out an assessment of risk in this area.
The responsibility for approving the Non-Financial Information Statement or the Sustainability Statement lies with the Board of Directors upon presentation and approval of the Audit Committee. Moreover, the sustainability report is subject to annual verification conducted by a third independent party, which provides another supervision layer, the verification being required by the ESRS Directive on sustainability reporting.
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Strategy
Strategy, business model and value chain (SBM-1) Business model
Founded in the year 2000, Audax Renovables is an independent energy Group present in 9 countries, listed on
the Spanish continuous market and whose activities are centred on supplying electricity, gas and guarantees of origin (hereinafter, "GOs"), as well as on the generation of 100% renewable energy. Its business model is based on vertical integration, guaranteeing efficient supply of energy to its clients.
After more than two decades in the energy sector, Audax is undergoing the expansion process. At the end of 2025 the Group is comprised of 84 subsidiary companies and has a team of 834 employees in different countries across Europe, as stated in section 3.1 corresponding to ESRS S1 - Own Workforce.
In 2025 Audax supplied 16 TWh of energy (electricity and gas) to more than 461,795 customers in 7 European countries (Spain, Portugal, Italy, The Netherlands, Germany, Poland and Hungary) and generated 304.9 MWh of electricity from renewable sources in its solar plants and wind farms located in Spain, Poland and France.
The main objective of the company is to continue its activity of electricity, gas and GOs supply, investing in the business of electricity generation from renewable sources and thus contributing to the improvement of the European energy mix and reduction of CO2 emissions to the atmosphere.
Main activities and services of Audax RenovablesThere were no significant changes with regard to the services offered, markets or clients attended during the year 2025.
Electricity and natural gas retailAudax Renovables is mainly involved in selling electricity, gas and GOs. The Group's main business activity is to supply electricity, gas and GOs to businesses and individual clients through the retailing activity carried out in several European countries: Spain, The Netherlands, Hungary, Poland, Portugal, Italy and Germany. The enterprise carries out activities related to the retail of natural gas, considered as fossil fuel according to the definition of the Regulation (EU) 2018/1999 of the European Parliament
In 2025 the Group supplied a total of 16 TWh of energy to over 461,795 clients, more than 60% of which were small and medium enterprises and 30% were domestic customers. As part of its commitment to sustainability and promotion of renewable energy, it should be noted that 12% of the electricity supplied by the Group has been certified as renewable.
The clients to whom Audax provides its services are mostly businesses and household customers located in Europe, specifically in the following countries: Spain, Hungary, The Netherlands, Italy, Poland, Portugal and Germany.
It is important to differentiate the activity of the retail companies from the suppliers. The activity of a retailer is centred on the purchase of energy and GOs from the market in order to supply them to the end client and on carrying out the invoicing services, while the supply companies are responsible for managing the physical infrastructure and maintenance of the electricity and gas lines to enable the supply of energy to the households. This is the reason why Audax has no control over the management or operation of the infrastructure or installations of the energy it retails.
Generation of energy from renewable sourcesIn 2016 the Group decided to extend its activities and become involved in the production of energy from 100% renewable sources using wind and solar photovoltaic technology, and consequently become a vertically integrated company.
At year-end, Audax has a portfolio of wind and solar projects of a capacity of 1,037 MW, 676 MWp of which are in a very advanced stage of processing, 36 MW are under construction, and 325 MWp in operation. At the end of the year Audax generated 519.7 MWh in its power plants. The projects are located in Spain, France, Poland,
Portugal and Italy and the information on the situation of the portfolio is available to the stakeholders through the quarterly and half-yearly reports of the company published on the corporate website.
Aware that the renewable sources are the main axis of the energy transition, Audax establishes as its strategic goal to continue increasing the portfolio of renewable energy generation projects by 2030.
Significant sectors and banned productsThe company is mainly involved in selling electricity, gas and GOs. The gas it sells comes from fossil fuels, and all the activities related to fossil fuels are considered one of the main causes of the climate change. In 2025 the company retailed 16 TWh in Europe and the income related to this activity represents 89% of the total income of the Group. In particular, it has retailed 5.6 TWh of natural gas, which represents 18.5% of income of the company.
The company does not render any services nor does it sell any products considered as banned in neither of the countries where it operates.
Corporate strategy and goals related to sustainabilityThe Board of Directors approved in the 4th quarter of 2025 the new corporate strategy of Audax, which integrates in a structural form the most material sustainability questions for the business. The new Strategic Plan 2026 -2030 reinforces the ambition of the company related to the environmental, social and governance aspects, directing its development towards a model that is more efficient, more digitalised, more secure and aligned with the European sustainability roadmap.
With regard to the climate change mitigation and energy management (ESRS 1), the Group continues increasin g its installed renewable capacity reinforcing its presence in the countries where it operates. The company expects to increase its installed capacity by 500 MW by 2030 and to work on projects of hybridisation of the power plants, which will allow to optimise the use of the network and reduce the intermittency.
Audax is aware of the importance of the biodiversity and ecosystems protection (ESRS E4), therefore all the energy generation projects are being carried out according to the best practices of construction and operation of power plants, ensuring the protection of the environment, compliance with the applicable legislation , preservation of biodiversity, conservation of historic heritage and ensuring the welfare of the local communities where it operates (ESRS S3).
In the retail activity, the key driver of the Group's EBITDA, the goal is to continue growing with the expectation of supplying more than 25 TWh of energy by 2030 in its main European regions. The Group has likewise focuses on extending the services and products offered to the clients with regard to energy efficiency by developing solutions, which will help reduce the energy consumption as well as the invoice amount.
The Group continues strengthening its commitment to the energy efficiency, developing solutions that enable its clients to optimise their consumption and manage their energy cost. Currently, the company has an internal pilot digital application, which facilitates the monitoring of the consumption and the analysis of usage habits, advancing towards awareness and a more efficient use of energy.
Additionally, the Group maintains its strategic vision of evolving towards a multi-utility model, exploring future integration of additional services, such as telecommunications, in order to reinforce the value proposition to its clients and stakeholders. Moreover, Audax aspires to become a "multi-utility" model and its objective is to integrate new services related to telecommunications in order to reinforce the value proposition to its clients and stakeholders.
ESG roadmapAs a part of the commitment of the company to sustainable development and integration of sustainability matters in the corporate strategy, the Board of Directors approved in 2023 the Sustainability Strategic Plan (hereinafter : the "Plan"), which comes to an end this year.
The Plan, focused on four strategic lines: "Sustainable leadership", "We protect the environment", "Together we can do more" and "Compliance culture", has a common goal - to improve the ESG performance of the Group. During the reporting period various projects and initiatives have been carried out in order to achieve the goals established in the ESG roadmap and also to address the identified impacts, risks and opportunities. The achievement of the following goals during 2025 should be noted:
Increase of the installed capacity of the generation project portfolio.
Approval of the first goal of emissions reduction of the Group.
Update of the Corporate Risk Map.
Definition of the plan of training in Compliance.
Approval of the corporate policies applicable to the whole Group.
The most important goal of the corporate strategy and of the sustainability strategy of the Group is to increase the installed capacity of the generation portfolio and to have power plants of renewable energy in all the countries where Audax currently sells electricity.
The company has also worked on defining its first goal of reduction of greenhouse gas emissions related to the scopes 1 and 2. The goal is primarily based on progressive electrification of the vehicle fleet and on the consumption of electricity from renewable sources in the Group's offices to be implemented gradually throughout the 2026-2030 period, with the participation of various subsidiaries of the Group. By implementing the aforementioned measures, the Group shall achieve a reduction of 84% of the emissions of scopes 1 and 2.
The Group has implemented various corporate policies, which address directly the sustainability matters important to the company, such as: Sustainability Policy, Human Rights Policy, Compliance Policy and the Business Continuity Policy, among others.
At the close of the year, the company is engaged in developing a new ESG roadmap for the 2026 -2030 period, aligned with the new corporate strategy, whose approval by the Board of Directors is expected in the first quarter of 2026.
Audax Renovables' value chainThe Audax Renovables value chain and the management of relations with its stakeholders are fundamental pillars for the company's development. In a dynamic and highly regulated energy market, Audax integrates in its corporate strategy the expectations, needs and perceptions of the stakeholders, who influence its activity or who may be affected by it. The following table shows the value chain of Audax:
Interests and views of the stakeholders (SBM-2)
Audax carries out an annual review of the internal and external stakeholders of the company as a part of the materiality analysis, incorporating the internal knowledge of its management team as well as the feedback received through the dialogue channels of the Group and its subsidiaries. This process allows to identify important risks, impacts and opportunities, as well as to orientate the decision-making process towards more responsible, efficient models aligned with the ESG standards.
The company integrates the expectations and needs of its stakeholders into the corporate strategy by carrying out direct consultations, through public information, regular interaction with its staff and collaboration with specialised consulting firms. The results of this interaction have been taken into account in the double materiality assessment carried out.
Below we present a list of principal stakeholders of Audax Renovables and outline the collaboration process and explain how their contribution is integrated by the company:
Stakeholders Cooperation process Integration in the companyClients
There is a Customer Service or Customer Care through in-person or digital communication (telephone, e-mail, Whatsapp, website, etc.) in all the subsidiaries.
Evaluations are made for the managers to identify opportunities of improvement in customer experience. The insight into the consumer needs, consumer habits and preferences provides the company with ideas on how to improve the customer care and services it offers.
Own workforce
The employees have at their disposal
direct listening channels, suggestion box, whistleblowing channel and may also relay their concerns through the employee representatives in the subsidiaries where those are available.
Action plans are being implemented to foster the corporate culture, boost professional development and improve the reconciliation of personal life and professional activity.
Shareholders, bondholders and investors
Suppliers, contractors and business partners
Public administration and organisations
The media
Transparent information is made available, such as presentation of quarterly results. Moreover, the Group holds annually the General Meeting of Shareholders.
Communication with the suppliers and contractors during the purchase process.
Open and accessible communication through legal team and the regulatory processes applicable to each subsidiary.
Through press notes, meetings with the media, corporate websites and social networks.
There is an active relation of transparency and communication concerning the company's strategy and goals. In 2025 the General Meetin g of Shareholders was held, in which this group of stakeholders could participate directly.
Implementation of improvements and suggestions in the purchase process in order to strengthen the internal control.
Adaptation and update of internal processes and documents to implement the applicable legal requirements.
The company strives to convey an image of a sound company and bears in mind the importance of reputation in achieving the company's goals.
The audits are used by the company to detect
Auditors Annual audits and verifications.
Qualification processes (EthiFinance,
points of improvement in the internal processes
in order to improve the internal controls and meet the disclosure requirements.
The evaluation criteria and the qualifications of
ESG rating
Competitors
Sustainalytics, CDP, Ecovadis).
Press releases
Attendance at events and congresses of the industry.
the ESG ratings are important for the purpose of
prioritising the ESG strategy.
The opinions of our competitors in sustainability matters are a key source of information for the assessment of our own ESG strategy.
Material impacts, risks and opportunities and their interaction with the strategy and business model (SBM-3)
In order to identify material impacts, risks and opportunities, the Group has updated its double materiality assessment in 2025, emphasising the incorporation of a new sustainability topic specific to the entity: "cybersecurity", due to the risks and impacts identified in the sector and in the company in this area. However, the sub-topic of "adaptation to climate change" has not proved to be material. The sustainability matters for which a greater number of IROs has been identified are the following: climate change, own workforce, end clients and business conduct.
Over this year, the material risks and opportunities identified by the Audax Group have not had a significan t impact on its financial situation or its performance. The assessment carried out indicates that there have not been any important changes in the amount registered in the financial statements, or in the value of the assets and liabilities during this period.
The main changes in the double materiality assessment were due to the modification of the evaluation of certain impacts and risks carried out for the purpose of adapting them to the reality of the period, as well as to the integration of the cybersecurity IROs. The IROs that the company considered as covered by other assessments were eliminated, and adjustments were made to the time horizons and IRO scores.
List of material impacts, risks and opportunities of Audax RenovablesSub-topic Impact, Risk or Opportunity
Description of IRO Time horizon ESRS E1: Climate changeImpact
Direct and indirect emission of greenhouse gas by the activity of retail of natural gas and of electricity from renewable sources
Short-, medium-and long-term
Climate change mitigation
Impact Purchase of guarantees of origin (GOs). Short-, medium-
and long-term
Risk Trends in the customer demand for green energy. Medium- and
long-term
Impact
Promotion of technological innovation and
development in the sector of renewable energy through the implementation of energy storage technology.
Short-term
Impact
Promotion of renewable energy to reduce the dependence on fossil fuels.
Impact
Fair pricing of the energy invoice to improve the customer experience.
Short-, medium-and long-term
Short-, medium-and long-term
Energy
Impact
Risk
Implementing technology solutions to improve the customers' energy efficiency and reduce the cost of energy for the end customer.
Risk of decrease of demand for renewable energy and/or GOs because of an increase of cost in the client invoice.
Short-term
Medium- and long-term
Risk
Risk
Impact
ESRS E4: Biodiversity and ecosystemsInadequate management of the purchase/sale of energy (electricity and gas) and GOs.
Political instability and global geopolitical conflicts that may affect the changes in the price of and
demand for energy.
Short-, medium-and long-term
Short-, medium-and long-term
Direct impact drivers of biodiversity loss
Impact on the state of the species
ESRS S1: Own workforceLoss of biodiversity and ecosystems due to direct exploitation of farm land.
Impact
Deaths, accidents and rescues of species in areas and surroundings of power plants.
Short-, medium-and long-term Short-, medium-and long-term
Sub-topic Impact, Risk or Opportunity
Description of IRO Time horizonImpact Representation of the employees by trade union or Works Council
Impact Occupational accidents, diseases or fatalities of own workforce.
Short- and medium-term Short-, medium-and long-term
Working conditions
Impact Create stable and quality employment. Short-, medium-
and long-term
Impact Pay gap by gender Short-, medium-and long-term
Impact Reconciliation measures that support the distribution between professional and personal time.
Short-, medium-
and long-term
Impact Own workforce covered by collective agreements Short-, medium-
and long-term
Impact
Possible incidents of workplace harassment, violence
or situations of difference in treatment or opportunities.
Short-, medium-and long-term
Equal treatment and
Impact Training programmes for the employees. Short-, medium-
and long-term
Risk Risks associated with equality plans. Short-, medium-and long-term
Short-, medium-
opportunities
Impact Employee performance evaluation model.
and long-term
Impact Onboarding process for new employees. Short- and medium-term
Impact Improvement of the organisation model focused on the employee.
Short-term
Other work-related
Impact Employment of persons with disability. Short-, medium-
and long-term
Impact Violation of fundamental labour rights. Long-term
Short-, medium-
rights
Impact Possible own workforce privacy-related incidents.
and long-term
ESRS S4: Consumers and end usersImpact Communication channels for customers' complaints and requests.
Short-, medium-and long-term
Impacts related to the information for
Impact Privacy of information and client data breaches. Short-, medium-
and long-term
Short-, medium-
consumers and/or end users
Social integration of
Impact Access to quality information.
Impact Indirect sales channels that may use dishonest marketing practices
Risk Possible incidents related to marketing practices and end clients and customers.
and long-term Short term
Short-term
consumers and/or end users
ESRS G1: Business conductCorporate culture
Impact Precise information accessible to all customers. Medium-term
Impact Fostering corporate culture. Short-, medium-and long-term
Impact Media exposure of the CEO Short- and medium-term
Risk Risk of non-compliance with applicable regulations. Short- and
medium-term
Risk Greenwashing risk Short- and medium-term
Risk Lack of identification of irregular conduct Short term
Corruption and bribery Risk Risk of incidents related to corruption of employees Short-, medium-
and long-term
Sub-topic Impact, Risk or Opportunity
Description of IRO Time horizonManagement of the
Impact Lack of policy/procedures for the selection and
Short term
relations with suppliers including payment practices
assessment of providers based on ESG criteria
Risk Related party transactions. Short-, medium-and long-term
Specific topic of the entity: CybersecurityRisk Technological dependency of the processes and activities of the Group.
Short-, medium-and long-term
Cybersecurity
Risk Risk of cyberattack or infection by ransomware. Short-, medium-
and long-term
Impact Loss of customer trust due to cyberattacks or data leaks.
Medium- and long-term
The following is a summary of sustainability topics and sub-topics that proved to be material for the company:
Climate change (ESRS E1)As a result of the materiality analysis the company concluded that the risks and impacts identified with regard to the climate change are primarily associated with the climate change mitigation and energy management. The majority of the identified risks and impacts are related to the emissions to the atmosphere from retail activities, the development of technology in the renewable sector and the trends in the green energy demand from the clients, among others. However, the adaptation to climate change has proved to not be a material sub-topic, because, although physical and transition risks have been identified, the impact of the transition risks identified will be more of a long-term kind, therefore their probability is low, but the company shall pay attention to their development in the next years.
The company conducted an analysis of physical risks related to the climate change applied to the renewable energy generation assets of the Group. The results obtained from the application of the analysis indicate that the total risk level, considering all the threats, is similar in almost all the assets due to the similarities of the installations, and is "Low" or "Minimal" in great majority. With the exception of the photovoltaic plant located in the region of Toledo in Spain, which is the only asset, whose risk is "Moderate" in a scenario of high emissions in 2050, due to the extreme heat in the region and possible loss of efficiency resulting from it. The results of the analysis were taken into account in the process of identification and evaluation of the IROs.
As part of its commitment to the energy transition and sustainable development, Audax continues working to address the identified impacts and risks, therefore the company has continued its activity of renewable energy generation and has approved its first objective of emissions reduction of scope 1 and 2, as described in chapter
2.2 Climate change (ESRS E1).
Biodiversity and ecosystems (ESRS E4)Solar and wind power plants have direct impact on biodiversity and ecosystems, such as loss of biodiversity and ecosystems due to direct exploitation of farm land for the construction and operation of the power plants, as well as due to possible deaths, accidents and rescues of species in areas and surroundings of power plants. Therefore, there is high regulatory pressure on the implementation of measures for the protection of the species that inhabit those areas during all the stages of development of the projects.
For each of the power generation projects environmental impact studies are conducted, as well as environmental management and monitoring plans are drawn up, and specific prevention and mitigation measures are also implemented, adapted to the characteristics of the area and the species inhabiting it. Meeting the environmental and social requirements set by the administration is a basic pillar of the activity of energy production.
In 2025 the Group has not identified any significant risk concerning the loss of biodiversity or related to the loss of species at risk of extinction or vulnerable to it.
Own workforce (ESRS S1)The company has identified various material IROs related to the working conditions of the employees such as adequate wages, creating stable employment, employees' health and safety, freedom of association and work-life balance.
Among the positive impacts, the company emphasises the creation of stable employment, promotion of measures for the reconciliation of the professional and personal life, the freedom of association of the employees and the number of employees covered by collective agreements. Among the negative impacts the company has identified the pay gap by gender, due to the fact that the majority of the company's managers are men, creating a significant pay gap in the positions of management, which distorts the pay gap in lower categories, and also the topics related to the employees' health and safety, such as possible accidents of the employees as a consequence of their day-to-day activities.
The group has identified positive impacts related to equal treatment of the employees, emphasising the improvement of the organisational model, training programmes provided to the employees, the model of performance assessment, the implemented onboarding programme and employment of persons with disability. The only negative material impacts identified by the company in this area are the possible situations of workplace harassment, mobbing, or any situations of difference in treatment or opportunities, which could affect its employees, and possible violations of the fundamental labour rights, which could occur within the Group. With this regard, it should be noted that the company acts in strict compliance with the Corporate Code of Ethics and that Audax only operates in European countries, where there are rigorous regulations concerning fundamental rights of the employees.
Consumers and end-users (ESRS S4)Being a listed company, it is essential to make available to the end clients transparent and accessible information on the services and products offered by the company, the prices and the organisation policies, which will allow the clients to make informed decisions according to their needs and expectations.
All the subsidiaries have their own Customer Service Department centred around giving a personalised response to any possible concerns, doubts, incidents and/or complaints of their clients to address the identified negative impacts. Audax makes various communication channels available to its clients in order to enable their access to the company's services adapted to all their needs. Moreover, in order to evaluate the quality and remedies provided to the clients, the company collects its feedback through satisfaction surveys in order to evaluate the service received and analyses the reviews included in public websites by its clients.
The Group is particularly sensitive to the privacy of its clients and protection of their personal data, and has identified positive impacts on the communication channels for reporting claims and complaints, and access to quality information for all its clients.
Business conduct (ESRS G1)The material IROs of business conduct cover 3 sub-topics of business conduct: corporate culture, corruption and bribery and management of relationships with suppliers. Therefore, the Group focuses on fostering corporate culture and in 2025 has continued implementing the Compliance Training Plan for the employees of the Group. The Plan involves actions of training and awareness as measures for the prevention of corruption, bribery and relevant risks.
Moreover, the company shall work in subsequent years on improving the procedures for the selection of suppliers of the Group, implementing the ESG criteria.
Cybersecurity (Entity-specific disclosure)The activity of Audax is based on technological infrastructure, which allows the development of its processes and operations. This dependence implies the consideration of certain risks and impacts associated with information security, which may affect the operational and economic performance of the Group.
In 2025 the company suffered a cyberattack, having identified 2 material risks related to technological dependency and possibility of suffering other cyberattack in the future, as well as a potential negative impact of loss of customer trust.
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Management of impacts, risks and opportunities
Description of the process of identifying and evaluating material impacts, risks and opportunities (IRO-1) Conducting Double Materiality Assessment and its Results
The process carried out by the company in order to determine and evaluate material impacts, risks and opportunities (or the IROs) has been based on the process outlined in ESRS 1 and in the Materiality Assessment Implementation Guidance published by EFRAG.
The double materiality assessment is updated annually by the Sustainability Manager in cooperation with the management of the organisation. The methodology and the results obtained are submitted to the Audit Committee and the Board of Directors for their approval.
During the year, an integral update of double materiality assessment was carried out, incorporating the changes occurred over the period and revising the organisation's context. This work has allowed to identify new important IROs, which were evaluated according to the established methodology, and to reconsider the evaluation of the IROs already existing from the previous year.
The process required the participation of the business areas and corporate functions, which validated the identification of new IROs and the results of the reassessment. The main changes meant that the "adaptation to climate change" sub-topic was no longer considered as material, as it did not meet the thresholds defined in the assessment, while a new, specific to the company topic was added: "Cybersecurity".
Below there is a summary of the methodology applied to carry out the assessment:
Step 1: Understanding the context-
Preliminary analysis of the potentially material issues related to own activities, corporate strategy and business plan: The analysis is based on the corporate strategy of the Group and integrate the analysis of the regulatory context, the industry trends and the financial statements in relation to the sustainability matters of the Appendix A (AR 16) of the ESRS 1. The analysis is centred on own activities in the countries where the company operates and its business relations throughout the value chain, identifying relevant impacts, risks and opportunities.
The double materiality assessment also integrates the corporate risks identified by the company as part of its risk management system, where the most significant risks of the Group are identified, including ESG risks. Both processes are complementary; the assessment of financial materiality of the risks included in the IROs register is coherent with the assessment of the risks evaluated in the risk map.
The information thus collected gives a preliminary list of the IROs and allows to identify sustainability matters that are potentially material according to the management and the stakeholders' opinion. During the year a total of 4 IROs were identified in relation with cybersecurity, a sustainability aspect not included in the ESRS 1 list. As the IROs turn out to be material, the company establishes cybersecurity as a sustainability matter specific for the entity.
- Analysis of the value chain: The analysis covers business operations within own operations as well as upstream and downstream of the value chain, identification of risks, impacts and opportunities related to each chain actor, and sustainability matters specified in RA 16 of ESRS 1, without having identified changes from the previous year. It is important to point out that Audax does not have operating control or power to influence the actors of its value chain, neither upstream nor downstream and, due to these characteristics, there are limitations on obtaining information from suppliers and clients.
- Understanding the affected interested parties: The Group maintains fluent and transparent relation s with stakeholders, considering it as essential to understand their expectations and needs related to the company's activity and the risks to which they might be exposed. In 2025 the stakeholders map was reviewed as a part of the double materiality assessment, without significant changes being identified . The Group is aware of the importance of obtaining a complete view of the internal and external impacts of Audax, as well as of incorporating the perspective of its stakeholders into the analysis in order to offer a realistic view of the material subjects.
Audax integrates the perspective of its stakeholders through the feedback of the executives and managers who participate in the process of double materiality assessment, as they have extensive knowledge of the company and the management of the day-to-day operations and activities.
As a part of the double materiality assessment, a survey of stakeholders was carried out in previous years by consulting a sample group of stakeholders, where all the significant groups specified in section 1.3 of the Strategy were represented. The survey asked the respondents to prioritise the sustainability subjects they considered material to Audax from the impact perspective as well as from the finance perspective. The results of the survey conducted among the stakeholders are included in the preliminar y assessment of materiality carried out by the management.
Step 2: Identification of the sustainability-related IROsIn this phase of analysis, the company relies on the list of IROs related to the business and takes into account the incidents, impacts, risks and opportunities identified in 2025. Moreover, other inputs include the corporate Risk Map, internal control system and, in general, all the internal policies and processes of the Group.
The methodology used to elaborate the list is based on the method described in the Materiality Assessment Implementation Guidance published by EFRAG and the classification of IROs meets the requirements of CSRD by following the principle of double materiality and the processes of identification and evaluation established in ESRS 1 and ESRS 2 - including the criteria defined in ESRS 2 IRO 1.
The company gathers in the "IROs Register" the information and classification of all the identified impacts, risks and opportunities. They are classified according to the sustainability topics, sub-topics and/or sub-sub-topics defined in Appendix A (AR 16) of ESRS 1 and the topic of cybersecurity is added as an entity-specific disclosure. For each IRO, the list includes its detailed description, its geographical location, its position within the value chain, the affected activity, the time horizon applicable and whether it is related to the Human Rights, such as outlined in the regulations.
Audax has identified a total number of 85 IROs, 49 of which are impacts (21 positive and 28 negative), 31 are risks and 5 are opportunities.
Step 3: Analysis and determination of sustainability-related material IROsIn accordance with the Directive, this sustainability statement is based on an assessment of double materiality, which determines material sustainability matters of Audax Renovables. The double materiality parts from the premise that a sustainability matter can be material to the company in two dimensions, in terms of impact and in terms of finance, as defined in ESRS 1.
Determining the impact materialityImpact materiality evaluates the actual or potential, positive or negative impacts of the company on people and/or the environment over a short-, medium- and long-term. The assessment includes an evaluation of impacts related to the company's own operations as well as upstream and downstream of the value chain, including the impacts connected with its activities, services and business relations.
Audax has applied the severity and probability criteria to evaluate the materiality of the identified impacts, depending on their characteristics and whether these are actual or potential, negative or positive impacts. With regard to the actual and negative impacts, the materiality is based on the magnitude, extent and irremediab le character of the impact, while for the positive impacts the materiality is based on the magnitude and the extent. With regard to potential impacts, the materiality includes the likelihood of their occurrence.
Impact materiality assessment = Severity x Probability Severity = Magnitude x Extent x Irremediable character Definition of thresholds of impact materiality:
The severity of a determined negative impact, whether actual or potential, is evaluated depending on its effect on people and/or the environment. The company has determined its thresholds for quantifying the severity based on three criteria:
- Scale: Represents the degree to which the impacts may affect the activity of the company. It is quantified from 1 to 5, the 1 representing a low scale and the 5 a high scale, depending on the consequences and time horizons of the impact on the company, the environment and/or the community in general.
- Scope: Quantifies the range of the impact and considers the number of affected subsidiaries, persons or ecosystems. It is quantified from 1 to 5, the 1 representing a low scope and the 5 a high scope.
- Irremediability: Represents the measure in which it is possible to remediate the impact. For example: it takes into consideration the limits existing at the time of restoring the affected ecosystems to a situation at least equivalent to that in which they were in before the negative impact occurred. It is quantified from 1 to 5, depending on whether the impact can be remediated immediately or whether the consequences of the impact are irremediable by the company, the environment or people in general. It applies only to negative impacts.
The probability evaluates the likelihood of occurrence of a potential impact statistically. It is linked to the percentage of probability and time horizon based on the identified impacts. The probability is quantified from
0.2 to 1, of which 0.2 is the lowest probability and 1 means that the likelihood of occurrence is between 80% and 100%.
Assessment criteria depending on the type of impact:With regard to the actual and negative impacts, the materiality thresholds are based on the severity of the impact, while for the positive impacts the materiality is based solely on the scale and the scope. For actual impacts the probability is considered to be 1.
The materiality thresholds for potential negative impacts are based on the severity and its three criteria (scale, scope and irremediable character), as well as on the probability of occurrence. In the case of potential positive impacts, the procedure is the same, but without taking into account the irremediable character.
If the identified impact is related to the Human Rights, as defined in paragraph 45 of ESRS 1, the severity of the impact takes precedence over its likelihood at the time of assessing its materiality.
Determining financial materiality:A sustainability matter is material from the financial point of view if it produces or can be expected to produce significant financial effect on the company or can affect directly or indirectly the development, financial situation , financial performance, cash flows, access to financing or the cost of capital over a short, medium or long term.
Financial materiality quantifies in financial terms the impact, which the identified risks and opportunities of the company could have if they materialised. The assessment carried out includes an evaluation of risks and opportunities related to the company's own operations as well as upstream and downstream the value chain, including the risks connected with its business relations, environment and the community in general.
The process of identification of the risks that can have financial effects takes into account the Corporate Risk Map, which includes the risks related to financial management, tax risks, risk of business continuity and crisis management, among others.
Financial materiality is assessed based on a combination of likelihood of occurrence and potential magnitude of financial effects connected with the identified risks and opportunities.
Materiality of impact assessment = Probability x Magnitude of financial effects
Definition of thresholds of financial materiality:The probability evaluates the likelihood of occurrence of a risk or opportunity within a time horizon and is quantified from 0.2 to 1, of which 0.2 is the lowest probability and 1 means that the likelihood of occurrence is between 80% and 100%.
The magnitude of financial effects is evaluated according to the effects that a risk or opportunity could have on the income of the Group. It is quantified from 1 to 5, where 1 represents a low risk and consequences equivalent to less than 25% of the income of the Group, and 5 stands for a low risk and consequences equivalent to 85% of the income.
Definition of thresholds of materiality in sustainability sub-topics and mattersThe identified IROs are evaluated according to the thresholds defined above and the result is a quantitative score that enables comparability and prioritisation. After obtaining the scores of the IROs, the material IROs are those whose score is 1.5 or higher in any of the two perspectives (of impact or financial).
The company considers as material the sustainability sub-topics which obtain at least 1.5 points in financial materiality and/or impact materiality assessment, the score in only one of the assessed dimensions being enough to be considered as material. The score per subtopic is obtained by calculating the average of the scores of the IROs of the sub-topic for the two dimensions. Therefore, the material sustainability matters are those, which fall under the sub-topics identified as material by the company.
Assessment and prioritisation of IROs and construction of the double materiality matrixThe Sustainability Manager carries out an initial quantitative evaluation, which is reviewed with cooperation of the managers of the different areas of the company. There are individual and specific meetings with the management to review the scores obtained of the IROs and to introduce changes if necessary.
Once the review has been completed by the management, the sustainability matters and sub-topics material to Audax are determined and presented to the Audit Committee and Board of Directors for approval.
Step 4: Presentation and approval of the conclusions of the double materiality assessmentAs a result of the assessment a list of sustainability topics and sub-topics material for the company is obtained as well as a list of material IROs. The assessment carried out in 2025 led to considering as material thirteen (13) materiality sub-topics, grouped into five (5) sustainability matters and one entity-specific matter.
Sustainability matters that are material to Audax RenovablesAudax prepares this Non-Financial Information Statement in accordance with the results obtained in the double materiality assessment on sustainability sub-topics and matters of AR 16 and, as a consequence, addresses only the disclosure requirements specified in ESRS 1 and ESRS 2 for each one of them: The complete list of material IROs is featured in section "SBM3 - Impacts, risks and opportunities of relative importance and their interaction with the strategy and business model".
ESRS Sustainability topic Sub-topicClimate change mitigation
E1 Climate change
E4 Biodiversity and ecosystems
Energy
Direct impact drivers of biodiversity loss Impact on the state of the species
Working conditions
S1 Own workforce Equal treatment and opportunities for all
S4 Consumers and end users
Other work-related rights
Impacts related to the information for consumers and/or end users Social integration of consumers and/or end users
Corruption and bribery
practices
G1 Business conduct
Corporate culture
Management of the relations with suppliers including payment
topic
Entity-specific Cybersecurity
Data privacy Information gaps
Sustainability matters that are not material to Audax RenovablesAs a result of the double materiality assessment carried out, the company concludes that the following sustainability topics are not material, and provides information on the conclusions with regard to each question .
- Pollution (ESRS E2)
Pollution has not proved to be material for the company because the greatest impact occurs in the renewable energy generation plants of the Group and the impacts and risks identified are not significant. The installation of photovoltaic modules and wind turbines does not generate soil pollution in and of itself, and the company applies specific protective and mitigating measures to the waste of the power plants in order to avoid soil degradation and pollution.
With regard to the sub-topics related to pollution it is important to indicate that Audax does not produce, nor does it use or sell substances considered to be of very high concern according to the REACH Regulation, or products containing them. No significant impacts or risks have been detected with respect to the use of plastic, primarily due to the use of packaging of solar modules, which is sent to authorised waste managers for its recycling.
The impacts of the domestic use of the office space in terms of pollution is not material and the company has not detected any case of soil pollution in 2025.
- Water and marine resources (ESRS E3)
Audax does not have any impacts or risks associated with the use of water and marine resources. Audax does not carry out, directly or indirectly, spills or extractions of water, all its facilities use water from the grid. The Group's offices use water at a domestic level because of the use of canteens and office space, while in the power plants the use of water is primarily due to the cleaning of solar panels. The company monitors and reports annually the water consumed in the Group's offices and power plants. In 2025 the water consumption of Audax was of 42 m 3.
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Circular economy (ESRS E5)
Circular economy has not proved to be material for Audax, due to the time horizon considered for the formulation of this report and the useful life of the power plants. The average useful life of the power plants of the Group is of around 20 years, therefore this question will be material to Audax in the medium or long term, when the company initiates the repowering of the wind farm of "Pedregoso", the first one that will reach the end of its useful life and whose repowering is expected in 2028.
The complex materials, the volume of the wind turbine blades, the limitations of recycling and reusing this kind of equipment - these are all challenges faced by the sector, and to which the industry is allocating multiple resources to develop technology capable of responding to these challenges. Therefore, the company follows the latest developments in technology and cooperates with companies dedicated to the development and innovation in this area, such as Vestas, a global leader in wind technology and the supplier of wind technology installed by the Group.
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Workers in the value chain (ESRS S2)
Workers in the value chain is not a material topic for the company because the Group does not have operatin g control over the workers in the value chain and there have been no incidents related to the working conditions or infringement of human rights of the employees in the value chain neither in 2025, nor in the previous years.
The potential negative impacts identified are limited to a potential situation, in which the workers in the value chain do not receive fair or balanced working conditions. If such cases arise, the company shall examine the situation and adopt measures considered appropriate for that purpose, such as reporting the situation and/or terminating the business relationship.
- Affected groups (ESRS S3)
With regard to the affected groups, it is important to note that, despite the importance of this topic in the energy industry, Audax does not have any impact or risk related to violation of human rights in local communities where it is located and where its power plants and offices operate, therefore the topic is not material for the company. All the power plants and offices are located in Europe with the only exception of a wind farm in Panama, in which Audax holds a share of 30% and whose operating control is not part of the management of the Group.
In 2025 the Group has not identified any significant impacts or risks related to the civil and political, economic, social and cultural rights of the community groups or of the indigenous people.
Disclosure requirements established in the ESRS covered by the company's Sustainability Statement (IRO-2)
Section 5.2 List of requirements under Law 11/2018 on non-financial information and diversity and section 5.4 List of disclosure requirements feature a list of disclosure requirements met while drawing up the Sustainability Statement, as a result of double materiality assessment, indicating where the relevant information can be found in this report.
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Preliminary analysis of the potentially material issues related to own activities, corporate strategy and business plan: The analysis is based on the corporate strategy of the Group and integrate the analysis of the regulatory context, the industry trends and the financial statements in relation to the sustainability matters of the Appendix A (AR 16) of the ESRS 1. The analysis is centred on own activities in the countries where the company operates and its business relations throughout the value chain, identifying relevant impacts, risks and opportunities.
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Basis of preparation
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ENVIRONMENTAL INFORMATION
Disclosure of information under article 8 of Regulation (EU) 2020/852 (the Taxonomy Regulation).
- Introduction to the Taxonomy Regulation
The European Green Deal is an integral strategy of the European Union intended to achieve climate neutrality by 2050 by reducing to zero the greenhouse gas net emissions. This ambitious goal is meant to transform Europe into the first climate neutral continent by promoting a sustainable and inclusive development model, which allows to preserve the natural resources and to improve the quality of life of its citizens.
In order to meet this goal, the European Green Deal establishes three major lines of action:
To redirect the capital flows towards sustainable investments, ensuring that the economic growth should be aligned with the environmental sustainability principles.
To manage the financial risks resulting from global challenges, such as climate change, the loss of biodiversity and environmental degradation.
To foster transparency and a long-term vision in the financial and economic decisions, bolstering a resilient and socially responsible economy.
In this context, the EU Taxonomy is a key element to achieve the first goal of the Green Deal: to redirect the capital towards activities that would contribute significantly to the environmental sustainability.
Regulation (EU) 2020/852 (hereinafter, the Taxonomy Regulation) provides a regulatory framework that defines which economic activities can be considered environmentally sustainable. This classification system allows companies, investors and political leaders to rely on clear technical criteria that ensure coherence in the identification of activities aligned with the environmental goals of the EU.
The Taxonomy Regulation, in its Article 9, establishes environmental objectives to which an economic activity shall contribute substantially in order to be considered environmentally sustainable. These objectives are:
Climate change mitigation
Climate change adaptation
Sustainable use and protection of water and marine resources
Transition to a circular economy
Pollution prevention and control
Protection and restoration of biodiversity and ecosystems
The activities that contribute substantially to these objectives and meet the technical criteria established in Delegated Acts are considered as sustainable:
- Delegated Regulation (EU) 2021/2139 (hereinafter, Delegated Climate Act), published on 09 December 2021, outlined the activities related to the mitigation of and adaptation to the climate change.
- Delegated Regulation (EU) 2022/1214 (hereinafter, Delegated Complementary Climate Act), published on 9 March 2022, added specific activities of nuclear energy and natural gas under strict conditions.
- Delegated Regulation (EU) 2023/2485, approved on 27 June 2023, extended and updated the technical criteria established in Delegated Regulation (EU) 2021/2139.
- Delegated Regulation (EU) 2023/2486 (hereinafter, Environmental Delegated Act), approved on 27 June 2023, extended the Taxonomy by including activities related to non-climate objectives, such as water and biodiversity protection, pollution prevention or transition towards circular economy.
Thus, the EU Taxonomy not only contributes to fulfilling the European Green Deal, but also strengthens the position of Europe as a global leader in sustainability and ecological transition.
In this context, Audax Renovables has identified and disclosed taxonomy-eligible and taxonomy-aligned activities based on the information on the fiscal year 2024 of the six objectives outlined in the previous Delegated Acts, as well as various FAQs published by the European Commission between 2022 and 2024 related to the interpretation of the Delegated Regulation.
The Taxonomy Regulation also includes specific disclosure obligations intended to ensure transparency regardin g the environmental impact. During the fiscal year 2021 the Group disclosed, according to simplified guidelines, the economic activities considered to be eligible under the Taxonomy, together with a set of key relevant performance indicators: income, capital expenses (CapEx) and operating expenses (OpEx) related to the Taxonomy. Since 01 January 2023 the company has also been disclosing the part of these indicators correspondin g to the activities aligned with the Taxonomy criteria, thus reinforcing its commitment to sustainability and the transparency according to the disclosure requirements established in Delegated Regulation (EU) 2021/2178 (hereinafter, Delegated Act of article 8) and the subsequent amendments introduced in Delegated Regulation (EU) 2023/2486.
2.1.1 Application of the Taxonomy Regulation in Audax RenovablesAudax Renovables has implemented a structural approach to evaluate the eligibility of its activities and, if applicable, their alignment with the Taxonomy Regulation. This procedure, supervised directly by the senior management, involves management areas of the Group and key teams that are in charge of the activities considered as eligible within their companies.
The main steps of this analysis are the following:
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Identification of eligible activities
According to the requirements established in article 1(5) of the Delegated Act of article 8, Audax Renovables identifies as eligible the economic activity included in the Climate Act, Complementary Climate Act or Environmental Act when it is described in these delegated acts, without it necessarily implying the fulfilment of the selection technical criteria.
In this regard, the eligibility indicate solely that the activity might contribute significantly to one of the six environmental objectives established by the Taxonomy, while the non-eligible activities are those that do not appear in neither of the Delegated Acts.
The determination of eligibility is an initial step that allows to proceed to the assessment of the alignment with the Taxonomy requirements.
List of activities carried out by Audax Renovables Activity Description of the activity Generation of energy from renewable sources Electricity and natural gas retailThe Group supports all kinds of activity connected with electricity generation from 100% renewable sources, primarily wind and solar energy. The Group runs a 1 GW portfolio of projects of electricity generation from renewable sources in wind farms and solar plants in Spain, France, Poland, Portugal and Italy.
The Group provides electricity and gas to businesses and individual clients through the retailing activity carried out in several European countries: Spain, Portugal, Italy, Germany, Poland, the Netherlands and Hungary.
Upon detailed analysis, Audax Renovables has identified the activities of energy generation from renewable sources as eligible.
Likewise, although they do not generate direct income to the Group, Audax Renovables also considers the
purchase and lease of light commercial vehicles in its assessment of eligible activities.These activities fall under the environmental objectives of climate change mitigation and adaptation, while no eligible activities related to the environmental non-climate objectives established in the Environmental Delegated Act were found.
List of taxonomy-eligible activities Activity Symbol Description of the activity Audax's activity Electricity generation through solar photovoltaic technology Electricity generationCCM 4.1
Construction or operation of installations of electricity generation through solar photovoltaic technology (FV).
Construction or operation of installations of
Construction and operation of photovoltaic power plants
Construction and
from wind energy CCM 4.3 Transport by motorbikes, passengerelectricity generation from wind energy.
Purchase, financing, lease and use of vehicles classified under categories M1 and N1, which fall under the scope of application of Regulation
operation of wind
farms
Vehicles owned by
cars and light commercial vehiclesCCM 6.5
(EC) no. 715/2007 of the European Parliamen t
and of the Council, or under the category L (two- and three-wheel vehicles and quadricycles).
the company
On the other hand, the activities of the Group that are not eligible according to the Taxonomy include the retail of electricity and operations related to the supply of natural gas.
Audax Renovables stays alert to the updates of the Delegated Acts in order to ensure that its assessment reflects the regulatory changes and the development of opportunities in sustainable activities.
- Analysis of alignment of the activities with the Taxonomy
Upon identifying all the activities of the Group that are eligible under the Taxonomy (see table above), Audax Renovables proceeded to examine the criteria for a substantial contribution to the climate change mitigation, as well as the criteria for not causing significant harm to other environmental objectives.
This process has allowed to evaluate the alignment of the activities with the Taxonomy. Below we present a list of the activities that comply with the Taxonomy and we describe how they meet the necessary technical criteria.
This year the evaluation was centred on the objective of climate change mitigation, which currently is the most important objective for our activities.
List of taxonomy-aligned activities: Eligible activity Audax's activity Alignment CCM 4.1 Electricity generation through solar photovoltaic technologyConstruction and operation of
photovoltaic power plants
Yes
CCM 4.3 Electricity generation from wind energyConstruction and operation of
wind farms
Yes
CCM 6.5 Transport by motorbikes, passenger cars andVehicles owned by the company No
light commercial vehicles
Activities that meet the selection technical criteria (substantial contribution and DNSH) CCM 4.1 Electricity generation through solar photovoltaic technologyAudax Renovables has photovoltaic plants in different stages, which produce and will produce energy of 100% renewable sources in Spain, Portugal and Italy. For more updated information concerning the photovoltaic generation portfolio see sections E1-5 and E1-6 of chapter 2.2 ESRS E1 - Climate change
Moreover, this activity does not cause significant harm to other environmental objectives.
Adaptation to climate change
The information on adaptation to climate change can be found in section E1 -1 Transition plan for the mitigation of climate change of chapter 2.2 ESRS E1 - Climate change of this report.
Transition towards circular economy
Audax Renovables implements the best available technologies while selecting solar photovoltaic plants or during the stage of construction planning, ensuring that these technologies persist throughout the life cycle of the project.
The waste produced in various stages of development of the solar photovoltaic farms, from construction to operation, is managed according to the local regulations on waste management.
Protection and restoration of biodiversity and ecosystems
In all the installations where it is legally required to carry out an Environmental Impact Assessment (EIA) we ensure that potential impacts on biodiversity and ecosystems are avoided. If it is not possible to avoid them, we implement measures to mitigate or eliminate those impacts in an adequate way.
CCM 4.3 Electricity generation from wind energyAudax has wind farms in operation, which produce electricity of 100% origin in Spain, France and Poland. For more updated information concerning the wind generation portfolio see sections E1 -5 and E1-6 of chapter 2.2 ESRS E1 - Climate change
Moreover, this activity does not cause significant harm to other environmental objectives.
Adaptation to climate change
The information on adaptation to climate change can be found in section E1 -1 Transition plan for the mitigation of climate change of chapter 2.2 ESRS E1 - Climate change of this report.
Sustainability and protection of water and marine resources Does not apply to Audax, because all the wind farms are on-shore. Transition towards circular economyAudax Renovables implements the best available technologies while selecting wind farms or during the stage of construction planning, ensuring that these technologies persist throughout the life cycle of the project.
The waste produced in various stages of development of the wind farms, from construction to operation, is managed according to the local regulations on waste management.
Protection and restoration of biodiversity and ecosystems
In all the installations where it is legally required to carry out an Environmental Impact Assessment (EIA) we ensure that potential impacts on biodiversity and ecosystems are avoided. If it is not possible to avoid them, we implement measures to mitigate or eliminate those impacts in an adequate way.
Activities that do not meet some of the selection technical criteria (substantial contribution and / DNSH) CCM 6.5 Transport by motorbikes, passenger cars and light commercial vehiclesAs at the end of 2025 Audax Renewables owns a total number of 5 (in terms of ownership or lease) vehicles of the M1/N1 category, classified as low or zero emission, belonging to the Audax Renewables Netherlands B.V. company. Although the Group has hybrid vehicles (HEV), the activity 6.5 does not meet the substantial contribution criteria.
We expect to align gradually this activity with the requirements established in the Taxonomy, along with the gradual migration of the Group's vehicle fleet.
Minimum safeguards
The minimum social safeguards include all the procedures implemented in the company in order to ensure that the activities are carried out in accordance with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on business and Human Rights, including the principles and rights established in the fundamental conventions referred to by the International Labour Organisation Declaration on fundamental principles and rights at work and the International Charter of Human Rights (article 18 of Regulation 2020/852).
In order to assess the fulfilment of the minimum social safeguards, and taking as a reference the 'Final Report on Minimum Safeguards' published by the European Commission in October 2022, Audax Renovables has analysed the following four dimensions: human rights, corruption and bribery, taxation and fair competition, as specified below:
Human Rights
Audax Renovables stays firmly committed to the defence of human rights in accordance with the Ten Principles of the UN Global Compact, to which the company continues adhered since 2013.
The Group has a Human Rights Policy, which integrates the principles of equality, diversity, non-discrimination , decent work and responsible governance in its management model. For more information on the Human Rights Policy of Audax, see chapter "Adopted sustainability-related policies (MDR-P)" in chapter 1.2
Governance.
Moreover, the Code of Ethics of Audax Renovables conveys a firm commitment to the respect for human rights and civil liberties recognised by national and international agreements and legal systems of the countries where it operates. In particular, the Code of Ethics specifically expresses the Group's commitment to human rights and labour rights, equal opportunities, diversity and non-discrimination, the right to privacy, harassment prevention , reconciliation of personal and professional life, health and safety of the employees, the commitment to and protection of the environment, commitment to training and development and the promotion of open and fluid communication between employees.
Moreover, it establishes that the principles of conduct of the Group mean compliance with the law and with the corporate governance system, and integrity.
Lastly, the company has never been declared guilty of infringement of labour rights or human rights.
Corruption and bribery
Audax has established robust anti-corruption processes. Specifically, it has implemented a Code of Ethics and an Anti-corruption and Bribery Policy, whose object is "to address the necessary compliance with the legal requirements concerning anti-corruption principles, management of the risk derived from any kind of corrupt business practice or any operation contrary to the good practice, in any of its forms, and to imp lement, among others, principle no. 10 of the UN Global Compact, established as one of the values within Audax Renovables, S.A.".