Celsia Sa EspBVC: CELSIA

Financial Statements

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Consolidated financial statements

2025 - Celsia S.A.

Table of Contents

Statutory Auditor's Report

Certification by the Legal Representative of Celsia S.A.

Certification by the Legal Representative and the Accountant of Celsia S.A.

Consolidated Financial Statements

Consolidated Statement of Financial Position

Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements
  1. General Information

  2. Statement of Compliance and Basis of Presentation

  3. Material Accounting Policies

  4. Standards Issued by the IASB

  5. Significant Accounting Judgments and Estimates

  6. Property, plant, and equipment, net

  7. Right-of-use assets and liabilities

  8. Intangible assets, net

  9. Goodwill

  10. Investments in associates and joint ventures

  11. Other financial investments

  12. Trade receivables and other accounts receivable, net

  13. Cash and cash equivalents

  14. Other non-financial assets

  15. Inventories, net

  16. Assets and liabilities associated with non-current assets held for sale

  17. Equity

  18. Financial obligations and bonds

  19. Employee benefits

  20. Provisions

  21. Trade liabilities and other accounts payable

  22. Other liabilities

  23. Revenue from ordinary activities

  24. Cost of sales

  25. Other income (expenses), net

  26. Administrative expenses

  27. Equity method

  28. Financial income (expenses), net

  29. Income tax

  30. Earnings per share

  31. Operating segments

  32. Financial instruments

  33. Risks

  34. Related-party transactions

  35. Joint arrangements

  36. Other disclosures

  37. Significant events during the reporting period

  38. Events occurring after the reporting period

  39. Approval of the consolidated financial statements

KPMG S.A.S.

Phone:

+57 (604) 3556060

43A Street, No. 1 Sur - 220, 9th Floor, Office 901,

Porvenir Building Medellín, Colombia

https://www.kpmg.com/co

STATUTORY AUDITOR'S REPORT

To the Shareholders of Celsia S.A.:

Opinion

I have audited the consolidated financial statements of Celsia S.A. and its Subsidiaries (the Group), which comprise the consolidated statement of financial position as of December 31, 2025, and the consolidated statements of income and other comprehensive income, changes in shareholders' equity, and cash flows for the year then ended, and the related notes, which include significant accounting policies and other explanatory information.

In my opinion, the consolidated financial statements referred to above, attached to this report, present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025, the consolidated results of its operations, and its consolidated cash flows for the year ended on that date, in accordance with accounting and financial reporting standards accepted in Colombia, applied consistently with the prior year.

Basis for Opinion

I conducted my audit in accordance with International Standards on Auditing (ISAs) as adopted in Colombia. My responsibilities under those standards are described in the section "Responsibilities of the Statutory Auditor in Relation to the Audit of the Consolidated Financial Statements" of my report. I am independent of the Group, in accordance with the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code-International Ethics Standards Board for Accountants), included in the Information Assurance Standards accepted in Colombia, together with the ethical requirements relevant to my audit of the consolidated financial statements established in Colombia, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the aforementioned IESBA Code. I believe that the audit evidence I have obtained is sufficient and appropriate to support my opinion.

Key Audit Matters

Key audit matters are those that, in my professional judgment, were of the greatest significance in my audit of the consolidated financial statements for the current period. These matters were addressed in the context of my audit of the consolidated financial statements as a whole and in forming my opinion thereon, and I do not provide a separate opinion on these matters.

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© 2026 KPMG S.A.S. is a Colombian simplified joint-stock company and a member firm of the global KPMG network of independent firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

KPMG S.A.S.

Tax ID: 860.000.846-4



2

Assessment of the recognition of expected credit losses (See Note 12 to the Consolidated Financial Statements)

Key Audit Matter

How this was addressed in the audit

As of December 31, 2025, the Group has recognized in its consolidated financial statements a net balance of trade receivables of $1,444,098 million and an allowance for expected credit losses of $146,604 million.

The Group determines expected credit losses on trade receivables by performing a segmented assessment based on socioeconomic strata and market type, and based on historical experience regarding the collection behavior of the portfolio relative to revenue generated over the past year to establish a scenario according to the credit risk of the debtors.

I considered the assessment of the impairment of the commercial portfolio to be a key audit matter because it involves significant judgment, industry knowledge, and experience, particularly with respect to: (1) the evaluation of the methodologies used, including the methodology for estimating loss given default;

(2) the probability of loss given default, its key factors and assumptions; and (3) the complexity of the calculations of the estimated credit risk impairment for the entire trade receivables portfolio.

My audit procedures to determine the recognition of expected credit losses included, among others, the following:

  • Documentary verification of a sample of invoices and collections to validate the accuracy of the dates and amounts included in the databases used in the model for calculating the impairment of trade receivables.

  • Engagement of professionals with knowledge and experience in credit risk assessment within the industry who assisted me in: (i) Analyzing the consistency of the model with respect to the data incorporated into the methodology used by the Group, considering the provisions of IFRS 9. (ii) Recalculating the potential impacts between the Group's collection performance and the behavior of macroeconomic factors, estimating the entity's projected collection effectiveness rate

  • Assessing the adequacy of the disclosures made in the consolidated financial statements

3

Other matters

The consolidated financial statements as of and for the year ended December 31, 2024, are presented solely for comparative purposes; they were audited by me, and in my report dated February 25, 2025, I expressed an unqualified opinion on them.

Other Information

Management is responsible for the other information. The other information comprises the contents of the Integrated Report but does not include the consolidated financial statements or my corresponding audit report. The information contained in the Integrated Report is expected to be available to me after the date of this audit report.

My report on the consolidated financial statements does not cover the other information, and I do not express any form of assurance conclusion on it.

In connection with my audit of the consolidated financial statements, my responsibility is to read the other information identified above when it becomes available and, in doing so, to consider whether there is a material inconsistency between that information and the consolidated financial statements or my audit evidence, or whether a material misstatement appears to exist.

When I review the contents of the Integrated Report, if I conclude that there is a material misstatement in this other information, I am required to report this fact to those responsible for corporate governance and describe the appropriate actions.

Responsibility of management and the Group's corporate governance officers regarding the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting and financial reporting standards generally accepted in Colombia. This responsibility includes: designing, implementing, and maintaining internal controls that management deems necessary to enable the preparation of consolidated financial statements free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable under the circumstances.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to its going concern status, and using the going concern basis of accounting unless management intends to liquidate the Group or cease its operations, or there is no realistic alternative but to proceed in one of these ways.

4

Those responsible for corporate governance are responsible for overseeing the Group's financial reporting process.

Responsibilities of the Statutory Auditor in Relation to the Audit of the Consolidated Financial Statements

My objectives are to obtain reasonable assurance about whether the consolidated financial statements, taken as a whole, are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes my opinion. Reasonable assurance means a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement, if one exists. Misstatements may arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit conducted in accordance with NIAs, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

  • I identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to support my opinion. The risk of failing to detect a material misstatement resulting from fraud is higher than that arising from error, because fraud may involve collusion, forgery, intentional omissions, misleading representations, or the circumvention or override of internal control.

  • I obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

  • I evaluate the appropriateness of the accounting policies used and the reasonableness of the accounting estimates and related disclosures made by management.

  • I conclude on the appropriateness of management's use of the going concern assumption and, based on the audit evidence obtained, on whether or not there is a material uncertainty related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If I conclude that a material uncertainty exists, I must draw attention in my report to the disclosure describing this situation in the consolidated financial statements or, if this disclosure is inadequate, I must modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my report. However, future events or conditions may cause the Group to cease to operate as a going concern.

    5

  • I evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that achieves fair presentation.

  • I obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision, and performance of the Group's audit. I remain solely responsible for my audit opinion.

I communicate with those charged with governance of the Group, among other matters, the planned scope and timing of the audit, as well as significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with confirmation that I have complied with the relevant ethical requirements regarding independence and that I have disclosed to them all relationships and other matters that might reasonably be thought to bear on my independence and, where applicable, the related safeguards.

Based on the matters discussed with those responsible for corporate governance, I determine which matters were of the greatest significance in the audit of the consolidated financial statements for the current period and, therefore, constitute the key audit matters. I describe these matters in my auditor's report unless law or regulation prohibits public disclosure of the matter or when, in extremely exceptional circumstances, I determine that a matter should not be disclosed in my report because the adverse consequences of doing so would reasonably outweigh the public interest benefits of such disclosure.



February 27, 2026

Gonzalo Alonso Ochoa Ruiz Statutory Auditor of Celsia S.A.

T.P. 43668 - T

Member of KPMG S.A.S.

Certification by the Legal Representative of Celsia S.A.

February 27, 2026

To the shareholders of Celsia S.A.

Ricardo Sierra Fernández

In my capacity as Legal Representative, I certify that the consolidated financial statements as of December 31, 2025, and 2024, which have been made public, do not contain any material misstatements, inaccuracies, or errors that would prevent a true understanding of the financial position or the operations carried out by Celsia S.A. during the corresponding period.

Legal Representative



Certification by the Legal Representative and the Accountant of Celsia S.A.

February 27, 2026

To the shareholders of Celsia S.A.

We, the undersigned Legal Representative and Accountant of Celsia S.A., hereby certify that, in the company's consolidated financial statements as of December 31, 2025, and 2024, prior to their release to you and third parties, the following was verified:

  1. All assets and liabilities included in the company's consolidated financial statements exist, and all transactions included in those statements have been carried out during the years ended on those dates.

  2. Assets represent probable future economic benefits (rights) and liabilities represent probable future economic sacrifices (obligations) accrued by or payable by the company.

  3. All economic events involving the company have been recognized in the consolidated financial statements.

  4. All items have been recognized at their appropriate values in accordance with Generally Accepted Accounting and Financial Reporting Standards in Colombia (NCIF).

  5. All economic events affecting the company have been correctly classified, described, and disclosed in the consolidated financial statements.

  6. The consolidated financial statements and the Management Report do not contain any defects, inaccuracies, or errors that prevent a true understanding of the company's financial position or operations.

  7. The consolidated financial statements as of December 31, 2025, and 2024, have been prepared based on figures faithfully taken from the accounting records of the companies included in the consolidation process.

  8. The financial statements have been authorized for release by the Board of Directors in accordance with the meeting held on February 23, 2026.

Yurivia Barragán Ca

Ricardo Sierra Fernández

Legal Representative



rrillo

Accountant

Professional License No. 167670-T

CELSIA S.A.

Consolidated Statement of Financial Position

As of December 31, 2025 and 2024

(Amounts expressed in millions of Colombian pesos)

2025

Assets

Notes

2024

Non-current assets

Property, plant, and equipment, net

6

10,547,154

10,397,162

Right-of-use assets

7

33,907

41,762

Intangible assets, net

8

233,553

182,993

Goodwill

9

248,108

248,108

Investments in associates and joint ventures

10

624,479

336,528

Other financial investments

11

165,879

209,733

Other non-financial assets

14

2,362

965

Trade receivables and other accounts receivable, net

12

18,635

122,144

Deferred tax assets

29

39,238

10,499

Total non-current assets

11,913,315

11,549,894

Current assets

Cash and cash equivalents

13

284,327

215,728

Derivative financial instruments

32

5,799

11,545

Trade receivables and other accounts receivable, net

12

1,425,463

2,544,287

Inventories, net

15

146,149

203,785

Other non-financial assets

14

115,280

136,558

Current tax assets

29

190,065

176,070

Non-current assets held for sale

16

121,147

274,299

Total current assets

2,288,230

3,562,272

Total assets

14,201,545 15,112,166

Liabilities and Equity

Equity 17

Issued capital

267

267

Share premium

1,818,633

1,818,633

Reserves

2,296,663

2,090,697

Net income for the period

206,406

221,968

Other comprehensive income

(195,141)

(171,049)

Accumulated (losses) gains

(170,643)

228,085

Accumulated earnings, opening balance

20,585

20,585

Other equity investments

(555,498)

(550,931)

Equity attributable to the parent company's shareholders 3,421,272 3,658,255

Non-controlling interests

1,743,674

1,734,898

Total equity 5,164,946 5,393,153

Liabilities

Non-current liabilities

Financial obligations and bonds

18

3,926,018

3,901,980

Liabilities for right-of-use assets

7

19,419

21,808

Trade payables and other accounts payable

21

1,438,486

30,513

Deferred tax liabilities

29

494,906

442,674

Employee benefits

19

131,580

131,368

Total non-current liabilities

6,010,409

4,528,343

Notes

2025

2024

Current liabilities

Financial obligations and bonds

18

1,084,895

1,675,906

Liabilities for asset usage rights

7

12,077

18,090

Trade payables and other accounts payable

21

1,633,982

3,137,700

Provisions

20

16,976

17,014

Current tax liabilities

29

33,981

46,684

Employee benefits

19

72,375

82,744

Other liabilities

22

171,413

211,689

Liabilities associated with noncurrent assets held for sale

16

491

843

Total current liabilities

3,026,190

5,190,670

Total liabilities

9,036,599

9,719,013

Total liabilities and equity

14,201,545

15,112,166

The accompanying notes are an integral part of the consolidated financial statements.



Yurivia Barragán Carrillo



Ricardo Sierra Fernández Legal Representative (See attached certification)



Accountant

Professional License No. 167670-T (See attached certification)

Gonzalo Alonso Ochoa Ruiz

Statutory Auditor

Professional License No. 43668-T Member of KPMG S.A.S.

(See my report dated February 27, 2026)

CELSIA S.A.

Consolidated Statement of Income and Other Comprehensive Income

Years ended December 31, 2025 and 2024

(Amounts expressed in millions of Colombian pesos)

2025

Operating revenue

Notes 2024

Revenue from ordinary activities 23

5,395,120

6,806,669

Cost of sales 24

(3,784,158)

(5,332,242)

Gross profit

1,610,962

1,474,427

Other income 25

25,068

30,193

Administrative expenses 26

(384,921)

(390,396)

Other expenses 25

(78,606)

(79,025)

Equity method, net 27

(22,912)

37,863

Profit before financial items

1,149,591

1,073,062

Financial income 28

43,517

45,522

Financial expenses 28

(679,430)

(688,292)

Net foreign exchange difference 28

24,634

25,873

Income before income tax

538,312

456,165

Income taxes 29

(178,678)

(118,778)

Net income for the period 359,634 337,387

Profit attributable to:

Owners of the parent company

206,406

221,968

Non-controlling interests

153,228

115,419

359,634 337,387

Earnings per share from continuing operations (in pesos)

30

Basic, earnings from continuing operations

343.70

320.13

Diluted earnings from continuing operations

343.70

320.13

Other comprehensive income:

17

Items that will not be reclassified to income

Valuation of equity investments

(4,120)

4,931

Measurements of defined benefit plans

3,228

(7,662)

Items to be reclassified subsequently to net income for the period

Foreign currency translation adjustment for subsidiaries abroad

(133,546)

86,845

Share of other comprehensive income from joint ventures

46,741

(68,604)

Total other comprehensive income (87,697) 15,510

Other comprehensive income attributable to:

Owners of the parent company

(24,092)

31,169

Non-controlling interests

(63,605)

(15,659)

Total other comprehensive income

(87,697)

15,510

Comprehensive income attributable to:

Owners of the parent company

182,314

253,137

Non-controlling interests

89,623

99,760

Total comprehensive income for the period

271,937

352,897

The accompanying notes are an integral part of the consolidated financial statements.

Ricardo Sierra Fernández

Legal Representative (See attached certification)







Yurivia Barragán Carrillo

Accountant

Professional License No. 167670-T (See attached certification)

Gonzalo Alonso Ochoa Ruiz

Statutory Auditor

Professional License No. 43668-T Member of KPMG S.A.S.

(See my report dated February 27, 2026)

CELSIA S.A.

Consolidated Statement of Changes in Shareholders' Equity

Years ended December 31, 2025 and 2024

(Amounts expressed in millions of Colombian pesos)

Other

Accumulated

Equity attributable

Capital

Share

Reserves comprehensive and current

Other equity

to the

Non-controlling Total

Note

Issued

Premium

income

period interests results

owners of the controlling interes

interests

Balances as of 17

267

1,818,633

2,269,407

(202,218)

474,290

(545,202)

3,815,177

1,701,555

5,516,732

Net income for the period

-

-

-

-

221,968

-

221,968

115,419

337,387

Allocation of reserves

-

-

(103,170)

-

103,170

-

-

-

-

Dividend distribution

-

-

-

-

(331,209)

-

(331,209)

(78,535)

(409,744)

Treasury shares repurchased

-

-

(75,540)

-

-

-

(75,540)

-

(75,540)

Dividends on treasury stock repurchased

-

-

-

-

2,420

-

2,420

-

2,420

Other comprehensive income for the period

-

-

-

31,169

-

-

31,169

(15,659)

15,510

Capitalizations

-

-

-

-

-

-

-

13,525

13,525

Other variations

-

-

-

-

(1)

(5,729)

(5,730)

(1,407)

(7,137)

Balances as of Dec. 31, 2024

267

1,818,633

2,090,697

(171,049)

470,638

(550,931)

3,658,255

1,734,898

5,393,153

Balances as of 17

267

1,818,633

2,090,697

(171,049)

470,638

(550,931)

3,658,255

1,734,898

5,393,153

Net income for the period

-

-

-

-

206,406

-

206,406

153,228

359,634

Appropriation of reserves

-

-

288,008

-

(288,008)

-

-

-

-

Dividend distribution

-

-

-

-

(342,314)

-

(342,314)

(78,475)

(420,789)

Treasury shares repurchased

-

-

(82,042)

-

-

-

(82,042)

-

(82,042)

Dividends on treasury stock repurchased

-

-

-

-

2,382

-

2,382

-

2,382

Another comprehensive

result for the period

-

-

-

(24,092)

-

-

(24,092)

(63,605)

(87,697)

Recycled ORI

-

-

-

-

5,364

-

5,364

-

5,364

Transactions with

based on shares

-

-

-

-

-

(4,154)

(4,154)

(1,084)

(5,238)

Other changes

-

-

-

-

1,880

(413)

1,467

(1,288)

179

Balances as of Dec. 31, 2025

267

1,818,633

2,296,663

(195,141)

56,348

(555,498)

3,421,272

1,743,674

5,164,946

January 1, 2024

January 1, 2025

The accompanying notes are an integral part of the consolidated financial statements.



Ricardo Sierra Fernández

Legal Representative



(See attached certification)



Yurivia Barragán Carrillo

Accountant

Professional License No. 167670-T (See attached certification)

Gonzalo Alonso Ochoa Ruiz

Statutory Auditor

Professional License No. 43668-T Member of KPMG S.A.S.

(See my report dated February 27, 2026)

CELSIA S.A.

Consolidated Statement of Cash Flows Years ended December 31, 2025 and 2024 (Amounts expressed in millions of Colombian pesos)

NOTES

2025

2024

Cash flows from operating activities

Net income for the period

17

359,634

337,387

Adjustments to reconcile net income for the period

Income tax

29

178,678

118,778

Depreciation of property, plant, and equipment and right-of-use assets

6 and 7

396,289

373,448

Net loss (gain) on sales and disposals of property, plant, and equipment

25

10,442

(2,679)

Impairment loss on property, plant, and equipment

25

27,306

8,000

Amortization of intangible assets

8

43,126

32,686

Impairment of intangible assets

96

-

Financial expenses recognized in income for the period

28

587,777

605,753

Interest income recognized in net income for the period

28

(32,970)

(35,318)

Interest on pension liabilities

28

14,611

13,459

Gain on sale of economic rights to energy supply contracts

25

-

(844)

Loss on sale of investments

25

2,142

-

Loss on contingencies

25

3,143

26,067

Net change recognized in income from financial instruments

28

(29,104)

(23,393)

Impairment loss on accounts receivable and other receivables

26

33,690

46,411

Equity method for investments in associates and joint ventures

27

22,912

(37,863)

Loss (gain) on valuation of hedging instruments, net

18

19,780

(5,000)

Income from declared dividends

25

-

(466)

Loss on impairment of investments

25

4,741

-

Changes in assets and liabilities

Trade receivables and other accounts receivable

12

1,053,551

(559,658)

Inventories

15

79,762

511,137

Other non-financial assets

14

8,223

25,941

Trade payables and other accounts payable

21

(520,121)

319,315

Provisions and employee benefits

20

(24,698)

(41,413)

Other liabilities

22

(39,744)

59,538

Cash generated from operating activities

2,199,266

1,771,286

Taxes paid

(181,473)

(157,373)

Dividends received

913

43,992

Net cash flow from operating activities

2,018,706

1,657,905

Cash flows from investing activities:

Interest received

30,922

29,894

Proceeds from sale of property, plant, and equipment

6

3,708

46,048

Proceeds from financial derivative contracts hedging long-term investment assets

11.1

-

60,300

Refund of investment contributions to Hidromanta Invest S.L.

235,792

-

Acquisition of Hidromanta Invest S.L.

16.2

(112,615)

(271,277)

Acquisition of property, plant, and equipment

6

(1,330,416)

(1,747,798)

Acquisition of interests in associates and joint ventures

10

(289,514)

(13,333)

Acquisition of intangible assets

8

(1,418)

(3,290)

Sale of intangible assets

1,112

-

Sale of financial assets

13,676

-

Refund of investment contributions

9,399

-

Purchases of other long-term assets

(43,367)

-

Sale of subsidiaries and other businesses resulting in loss of control

452,087

-

Other cash inflows

8,563

-

Advances received for transactions involving non-current assets

(3,004)

18,716

Net cash used in investing activities

(1,025,075) (1,880,740)

2025

NOTES 2024

Cash flows from financing activities:

Repurchase of common stock

17.2

(82,042)

(75,540)

Capitalizations

17.5

-

13,525

Bond issuance

18

-

468,750

Loans and other financial liabilities

18

1,548,628

4,502,433

Payments on finance lease liabilities

18

(25,465)

(21,347)

Payments for loans and other financial liabilities

18

(1,031,016)

(3,986,760)

Bond payments

18

(430,650)

(10,000)

Dividends paid to owners

17.3

(294,873)

(399,161)

Interest paid

18

(600,042)

(636,205)

(Payments) receipts from financial derivative contracts

(14,034)

7,146

Cash flow used in financing activities

(929,494) (137,159)

Net increase (decrease) in cash and cash equivalents

64,137

(359,994)

Effect of exchange rate changes on cash

4,241

17,934

Balances at the beginning of the period (*)

13

216,427

558,487

Cash and cash equivalents at the end of the period

284,805

216,427

Less cash and cash equivalents included in a group of non-current assets held for sale

16.1

(478)

(699)

Cash and cash equivalents at the end of the period

284,327

215,728

(*) Includes cash and cash equivalents included in a group of non-current assets held for sale at the beginning of the period. The accompanying notes are an integral part of the consolidated financial statements.



Ricardo Sierra Fernández

Legal Representative



(See attached certification)



Yurivia Barragán Carrillo

Accountant

Professional License No. 167670-T (See attached certification)

Gonzalo Alonso Ochoa Ruiz

Statutory Auditor

Professional License No. 43668-T Member of KPMG S.A.S.

(See my report dated February 27, 2026)

CELSIA S.A.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024

(Amounts expressed in millions of Colombian pesos and U.S. dollars, except for the par value of shares, which is expressed in Colombian pesos)

NOTE 1. GENERAL INFORMATION

Celsia S.A. (hereinafter "Celsia" or "the company") is a Colombian corporation incorporated by Public Deed No. 2912 of October 4, 2001, executed at Notary Public No. 20 in Medellín and registered with the Medellín Chamber of Commerce on October 8 of the same year, in Book 9, Folio 1360, under Number 9519, as a result of the spin-off from Compañía Colombiana de Tabaco S.A. Its principal place of business is in Medellín (Carrera 43 A No. 1 A Sur 143) and its legal term expires on April 4, 2069. The company is controlled by Grupo Argos S.A.

By Public Deed No. 1126 dated April 17, 2012, Compañía Colombiana de Inversiones S.A. E.S.P. adopted the name Celsia

S.A. E.S.P. Subsequently, at the General Shareholders' Meeting held on March 27, 2019, a bylaw amendment was approved that included the change of corporate name, the withdrawal from the residential public utility regime, and the modification of the corporate purpose, resulting from the corporate reorganization. The amendment was formalized via Public Deed No. 2795 dated September 11, 2019, and registered on September 13 of the same year, after the company was delisted from the market.

As a result, Celsia S.A.'s corporate purpose focuses on the management, protection, and growth of its assets, primarily through investment in companies and vehicles linked to the energy and public utilities industry, as well as in movable property, real estate, and securities. The company may also provide economic, administrative, and financial advisory services and participate in projects and initiatives related to infrastructure and complementary activities in the energy sector.

The company owns the Meriléctrica thermal power plant (164 MW), located in Barrancabermeja, which is commercially represented by Celsia Colombia S.A. E.S.P.

These consolidated financial statements present the financial information of Celsia S.A. and its subsidiaries, and have been prepared by consistently applying the presentation principles and accounting policies described in Note 3. Material Accounting Policies.

The following is a list of the businesses of Celsia S.A. and its subsidiaries (hereinafter, the Group):

Generation

To carry out its electricity generation activities, the Group operates seventeen hydroelectric power plants in Colombia with a capacity of 1,127.34 MW: Alto and Bajo Anchicayá, Salvajina, Calima, Cucuana, Hidroprado (including Prado 4), Amaime, Alto Tuluá, Bajo Tuluá, Nima, Río Cali, San Andrés de Cuerquia, Río Piedras, Hidromontañitas, Rumor, Riofrío I, and Riofrío

II. In the Central American region, the group operates two thermal power plants: Termogases (68 MW) and Cativá (87 MW).

The group operates two thermal power plants: Meriléctrica, with a capacity of 164 MW, owned by Celsia S.A. and located in Barrancabermeja; and Tesorito, with a capacity of 200 MW, owned by Termoeléctrica El Tesorito S.A. E.S.P. and located in Sahagún.

The group operates 19 solar farms with a total installed capacity of 217.2 MW, including the following: Celsia Solar Yumbo, Celsia Solar Bolivar, Celsia Solar Espinal, Celsia Solar Carmelo, Celsia Solar La Paila, Sincé, Celsia Solar Harinas, Celsia Solar Levapan, Celsia Solar Palmira 3, Lanceros Solar Farm, San Felipe Solar Farm, Flandes Solar Farm, Celsia Solar Dulima, Celsia Solar Yuma, Celsia Solar La Victoria I, Celsia Solar La Victoria II, Celsia Solar Alumina, Celsia Solar Bugalagrande, and Celsia Solar Puerto Tejada. It should be noted that other farms, such as Valledupar 1, Escobal Cemex, Escobal 1, 4, and 5, and Buga 2, are currently undergoing regulatory testing, and their capacity will be reported by the commercial exchange system administrator once these tests are completed.

The group is moving forward with the final phase of construction on its first wind farm in Colombia, Carreto (9.6 MW), which will begin commercial operation following regulatory testing and will contribute approximately 30 GWh/year of clean energy to the National Interconnected System.

In addition, the group owns two cogeneration plants operated by Ingenios: Mayagüez and San Carlos, with a combined capacity of 21.9 MW, and seven solar plants in which it holds a non-controlling interest: Tucanes Solar Park, Los Caballeros Solar Park, La Medina Solar Park, Cerritos Solar Park, Pétalo del Magdalena, Planeta Rica Solar, and Montelibano Solar Park, with a combined capacity of 79.3 MW.

Distribution and Marketing

To carry out its distribution and marketing activities, the group operates 448.98 km of transmission lines (220 kV or higher-274 km from Valle, 158 km from the Caribbean region, and 17 km from Central America); 47,385.06 km of distribution networks (22,618.16 km from Valle; 24,648.26 km from Tolima; 76.64 km from the Caribbean; 27.30 km from Antioquia and 14.70 km from Central America), 190 distribution substations (91 from Valle, 83 from Tolima, 14 from the Caribbean, and 2 from Antioquia), and 16 transmission substations (7 from Valle, 6 from the Caribbean region, and 3 from Central America).

The business currently serves more than 1.4 million customers (604,715 in Tolima and 715,903 in Valle), including customers from 47 municipalities in the department of Tolima, 40 municipalities in the department of Valle de Cauca, 3 municipalities in the department of Cundinamarca, and 2 municipalities in the department of Chocó. Additionally, the commercial business serves customers located in Panama and Costa Rica.

Internet

In 2019, Celsia Colombia launched a new telecommunications business, offering fiber-optic internet plans for households in the municipalities of Palmira, Jamundí, and Candelaria in Valle del Cauca. In the following years, the company expanded its presence to new municipalities in Valle del Cauca and Tolima, covering 32 municipalities by the end of 2025 (24 in Valle del Cauca and 8 in Tolima), including Ibagué, the capital city. Thanks to this expansion and consolidation, Celsia Internet S.A.S. was established in late 2023 as a separate entity from Celsia Colombia to directly operate the internet business. It currently serves over 134,000 connected customers, maintains 4,879 km of fiber-optic infrastructure, and has an internet bandwidth capacity of 200 Gb per second.

Asset Management

The group is implementing an asset management strategy focused on building a portfolio of non-conventional renewable energy generation projects, primarily wind and solar, with an estimated investment of over USD 1.2 billion and a projected installed capacity of approximately 1.2 GW by 2028. As part of this initiative, the Celaris Energy platform was launched in Peru in 2025 to market 100% renewable energy to business customers, and construction began on the Caravelí wind farm, with a capacity of 218 MW and scheduled to come online in 2026, strengthening the group's sustainable growth strategy and regional presence.

Platforms for Growth in Solar Generation and Power Transmission

Through its subsidiary Celsia Colombia S.A. E.S.P., Celsia has two key vehicles to strengthen medium- and large-scale solar generation projects, as well as energy transmission and distribution activities in Colombia, having reached an agreement with Cubico Sustainable Investments to boost these businesses.

Cubico is one of the world's largest investors in the renewable energy sector. It operates in 10 countries with a global portfolio and an installed generation capacity of 3.1 GW. Cubico's headquarters are in London, and its partners are the Ontario Teachers' Pension Plan (OTPP) and PSP Investments, two of Canada's largest pension funds that provide a solid resource base with long-term investment objectives.

Work continues on the platform in partnership with Cubico, based on collaboration around solar projects, with the group continuing to contribute its knowledge of the Colombian energy market to the development, structuring, construction, and operation of the projects, as well as its capabilities in energy marketing. Cubico, for its part, brings its global experience and best practices in asset management, as well as a multidisciplinary team of experts in identifying value-creating investment opportunities, with strong relationships with local developers and manufacturers.

Additionally, there is the Caoba Inversiones S.A.S. platform, which has incorporated operational assets from Plan5Caribe and others at voltage levels 3, 4, and 5 in Valle del Cauca and Tolima.

The group holds a 51% stake, continues to act as the commercial representative for the assets that are part of Caoba Inversiones S.A.S., and provides operation and maintenance services that guarantee the same levels of excellence that characterize its operations.

The following is a list of the companies that make up the group, their corporate purpose, and the respective direct and indirect ownership stakes:

Direct Subsidiaries in Colombia

Porvenir II S.A.S. E.S.P.

A simplified joint-stock company engaged in the generation and sale of electricity in accordance with Laws 142 and 143 of 1994, with its registered office in Medellín and an indefinite term. Celsia S.A. owns 100% of the company.

It holds the environmental license for the Porvenir II Hydroelectric Project, granted by Resolution 0168 of February 13, 2015, and confirmed by Resolution 0726 of June 19 of the same year. On May 24, 2019, the Council of State provisionally suspended the license as part of nullity proceeding No. 2016-0149. The company is pursuing legal proceedings to have the license reinstated.

Colener S.A.S.

Colener S.A.S. is a simplified joint-stock company incorporated by private deed on October 7, 2009, and registered with the Medellín Chamber of Commerce. It is established for an indefinite term and has its principal place of business in the city of Medellín.

Its corporate purpose includes the conduct of any commercial activity permitted by law, focused primarily on the management, protection, and growth of its assets through investments in companies or other legal entities, as well as the ability to finance, guarantee obligations, and enter into acts or contracts necessary for the fulfillment of said purpose.

In 2024, Colener S.A.S. issued shares to Celsia Centroamérica S.A. and Colener II S.L., and Celsia S.A. sold part of its direct stake to Colener II S.L. The ownership structure was as follows:

  • Colener II S.L. (Spain): 84,269,882 shares, equivalent to 69.19%.

  • Celsia S.A.: 21,141,078 shares, equivalent to 17.36%.

  • Celsia Centroamérica S.A. (Panama): 16,392,488 shares, equivalent to 13.45%.

Since Celsia S.A. owns 100% of Colener II S.L. and Celsia Centroamérica S.A., it holds an effective 100% stake in Colener S.A.S.

Colener S.A.S. owns 64.61% of Celsia Colombia S.A. E.S.P., which in turn owns 97.05% of Compañía de Electricidad de Tuluá S.A. E.S.P. In addition, Colener S.A.S. holds a direct 0.97% stake in Compañía de Electricidad de Tuluá S.A. E.S.P.

Celsia Colombia S.A. E.S.P.

Celsia Colombia S.A. E.S.P. is a corporation incorporated by Public Deed No. 0914 dated December 12, 1994, registered with the Cali Chamber of Commerce, with its registered office in the municipality of Yumbo, Valle del Cauca, and an indefinite term.

Its corporate purpose includes the provision of residential public utilities services for energy, electricity, water, sewerage, and natural gas, as well as complementary and related activities, including the generation, transmission, distribution, marketing, and storage of energy; activities related to infrastructure and energy efficiency; and the development of works and projects associated with public services permitted under Laws 142 and 143 of 1994 and other applicable regulations.

Celsia S.A. holds a direct stake of 0.50%, and together with Colener S.A.S.'s stake, this amounts to a total stake of 65.11%.

This company consolidates Celsia Colombia Inversiones S.A.S., Compañía de Electricidad de Tuluá S.A. E.S.P. - CETSA, Enerbit S.A.S. E.S.P., Celsia Internet S.A.S., Parque Solar Andrómeda I S.A.S. E.S.P., and Anolis Renovables S.A.S., the latter two acquired in April 2025.

Compañía de Electricidad de Tuluá S.A. E.S.P. - CETSA E.S.P.

Compañía de Electricidad de Tuluá S.A. E.S.P. - CETSA E.S.P. is a corporation incorporated by Public Deed No. 376 dated September 21, 1920, issued by the First Notary Public of Tuluá, and registered with the Tuluá Chamber of Commerce. Its registered office is located in the municipality of Tuluá, Valle del Cauca, and its duration is indefinite.

Its corporate purpose includes the provision of public energy services, including electricity and natural gas, as well as related and complementary activities involving the generation, transmission, distribution, and sale of energy. Additionally, the company may develop projects, works, and infrastructure associated with public services, including storage, technological solutions, energy efficiency, and electrical and telecommunications systems, in accordance with Laws 142 and 143 of 1994 and other applicable regulations.

Celsia Colombia S.A. E.S.P. owns 97.05% of CETSA E.S.P.'s share capital, and Colener S.A.S. owns 0.97%, meaning that Celsia S.A. holds an effective 64.16% stake in CETSA E.S.P.

Celsia Colombia Inversiones S.A.S.

Celsia Colombia Inversiones S.A.S. is a simplified joint-stock company, incorporated under the laws of the Republic of Colombia, whose corporate purpose is the conduct of any lawful commercial or civil activity. In pursuit of this purpose, the company may, among other activities, provide advisory, consulting, and auditing services, as well as other technical, administrative, or operational services, and may enter into and execute civil, commercial, and financial acts and contracts permitted by law.

The company's registered office is located in the municipality of Yumbo, Valle del Cauca, and its duration is indefinite.

Celsia Colombia S.A. E.S.P. holds 100% of the shares of Celsia Colombia Inversiones S.A.S., resulting in an indirect stake of 65.11% held by Celsia S.A.

Enerbit S.A.S. E.S.P.

A Colombian corporation incorporated by private deed dated November 22, 2021, registered with the Medellín Chamber of Commerce on November 24, 2021, under No. 36392 in Book IX. Its principal place of business is located in the city of Medellín, and its duration is indefinite.

Its primary corporate purpose is to engage in any commercial activity permitted by law, including the management, protection, and growth of its assets through the promotion of industrial and commercial activities, particularly through investments in companies or other legal entities. It also includes the provision of public energy and electric power services in accordance with Laws 142 and 143 of 1994, as well as related, complementary, or associated services.

Celsia Colombia S.A. E.S.P. owns 100% of Enerbit S.A.S. E.S.P., which gives Celsia S.A. an effective ownership interest of 65.11%.

Celsia Internet S.A.S.

Celsia Internet S.A.S. is a Colombian corporation incorporated by private deed dated May 16, 2023, registered with the Medellín Chamber of Commerce on May 23, 2023, under No. 19583 of Book IX. Its principal place of business is the city of Medellín, and its duration is indefinite.

Its corporate purpose includes the provision, marketing, supply, installation, operation, maintenance, and management-directly or through third parties-of activities related to networks, equipment, and the provision of telecommunications and/or information and communications technology (ICT) services, as well as related and complementary activities.

Celsia Colombia S.A. E.S.P. owns 100% of Celsia Internet S.A.S., which implies an effective 65.11% stake by Celsia

S.A. of 65.11%.

Parque Solar Andrómeda I S.A.S. E.S.P.

Parque Solar Andrómeda I S.A.S. E.S.P. is a Colombian corporation incorporated by private deed dated February 2, 2022, registered with the Bogotá Chamber of Commerce on the same day under No. 02788321 in Book IX. Its principal place of business is Bogotá, D.C., and its duration is indefinite.

Its sole purpose is the generation and sale of electricity. Accordingly, it is classified as a public utility company under the terms of Laws 142 and 143 of 1994 and other complementary, amending, or superseding regulations. It may also provide services that are ancillary, complementary, and related to such activities within the current legal framework.

Celsia Colombia S.A. E.S.P. owns 100% of Parque Solar Andrómeda I S.A.S. E.S.P., resulting in an effective ownership interest of 65.11% by Celsia S.A.

Anolis Renovables S.A.S.

Anolis Renovables S.A.S. is a Colombian company incorporated by private deed dated March 1, 2019, registered with the Bogotá Chamber of Commerce on March 4, 2019, under No. 02430929 in Book IX. Its principal place of business is Bogotá, D.C., and its duration is indefinite.

Its primary corporate purpose is to provide services related to the development of energy projects.

Celsia Colombia S.A. E.S.P. owns 100% of Anolis Renovables S.A.S., which implies an effective stake of 65.11% for Celsia S.A.

Foreign subsidiaries:

Colener II, S.L.

A single-member company incorporated in 2024 in Madrid, in accordance with the laws of the Kingdom of Spain. Its registered office is in Madrid (Spain), and its term of duration is indefinite.

Its primary corporate purpose is the management and administration of securities representing the equity of entities not resident in Spanish territory, through the corresponding organization of material and human resources.

Celsia S.A. directly owns 100% of the shares in Colener II, S.L. (3,000 shares).

Colener II, S.L. owns 69.18% of Colener S.A.S., which in turn owns 64.61% of Celsia Colombia S.A. E.S.P.

GAC Perú S.A.C.

A closed corporation incorporated in Lima in June 2025. Its registered office is in Lima (Peru) and its term of duration is indefinite.

Its primary corporate purpose is to operate, develop, or invest, directly or indirectly, in infrastructure projects related to the energy, water, or gas industries, or any other complementary, related, or associated activity. Additionally, the company may engage in the management of portfolios or assets associated with infrastructure, energy, and gas projects, among others.

GAC Perú S.A.C. has an initial capital stock of S/ 1,000.00 (one thousand Peruvian soles), represented by 1,000 shares. Celsia S.A. and Colener II S.L. each hold a 50% stake, with each company subscribing to 500 shares.

Bahía Las Minas Corp.

A Panamanian company incorporated by Public Deed No. 141 dated January 19, 1998, as the corporation Empresa de Generación Eléctrica Bahía Las Minas S.A. (EGEMINSA). In August 2000, it changed its name to Bahía Las Minas Corp., also known by the acronym BLM.

The company's main objectives and functions include establishing, managing, and generally conducting the thermoelectric power generation business; acquiring, constructing, installing, operating, exploiting, leasing, subleasing, and maintaining thermoelectric power plants, along with their respective transmission lines, transformer equipment, and fuel handling facilities, in order to produce and sell energy within the national and international power systems.

Celsia S.A. acquired a 51.24% stake in 2014.

Due to financial and operational unviability, exacerbated by the pandemic and its effects on the Panamanian electricity market, Bahía Las Minas Corp. began a process of negotiating and disposing of assets in 2020. In January 2023, the assignment and amendment of power purchase agreements (PPAs) to Celsia Centroamérica S.A. were authorized.

On December 5, 2024, the dissolution of the company was recorded, and the liquidation process formally began. As of December 31, 2025, the company remains in the process of administrative closure. The company is currently inactive.

Celsia Centroamérica S.A.

Incorporated in 2007 under the name Suez Energía Centroamérica S.A. In 2014, it changed its name to Celsia Centroamérica S.A.

Its primary business activity is to develop power generation projects within and outside the Republic of Panama and to provide administrative services to the group's companies in this location.

Celsia S.A. owns 100% of Celsia Centroamérica S.A.

As of December 31, 2025, Celsia Centroamérica S.A. consolidates the following entities: Celsia Costa Rica S.A., Enerwinds de Costa Rica

S.A. (the latter in turn consolidates Landco La Gloria S.A., which is the direct parent company of Proyecto Eólico Buena Vista S.A., Proyecto Eólico Limonal S.A., and Proyecto Eólico La Gloria S.A. in Costa Rica) and C-Energy Solution S.A., a company in which Celsia Centroamérica S.A. holds a 60% stake. As of the date of these financial statements, this company, as well as Proyecto Eólico Buena Vista S.A., Proyecto Eólico Limonal S.A., and Proyecto Eólico La Gloria

S.A., have not yet commenced commercial operations.

C-Energy Solution S.A. (formerly CJ Energy S.A.)

A service company in which Celsia Centroamérica S.A. holds a 60% stake; incorporated for the purpose of providing backup power services in Panama through the purchase, sale, and lease of power plants, as well as providing services related to their operation, repair, and maintenance. As of this date, it has not commenced commercial operations.

On June 25, 2024, the minutes of the company's extraordinary shareholders' meeting were filed, recording its change of corporate name to C-Energy Solution S.A.

Cativá Development S.A.

A service company incorporated in the Republic of Panama, with its principal place of business in Panama City. Its duration is indefinite.

Its primary corporate purpose is the generation, production, sale, and marketing of electricity in the local and regional markets.

Celsia Centroamérica S.A. owns 100% of the company's shares. As of the date of these financial statements, the company has not yet commenced commercial operations.

Celsia Costa Rica S.A.

A company incorporated by Public Deed No. 61843 dated April 24, 2008. Its registered office is in the Republic of Costa Rica, and its duration is indefinite.

Its primary corporate purpose is to engage in commercial and industrial activities and any other profit-generating activity, including the ability to receive payments, buy, sell, encumber, and dispose of all types of assets, as well as grant guarantees and sureties in favor of partners or third parties, provided that it receives financial consideration. The company is authorized to enter into all types of civil or commercial acts, contracts, or transactions with natural or legal persons, whether public or private.

As of the date of these financial statements, Celsia Centroamérica S.A. owns 100% of the company's shares.

Enerwinds de Costa Rica S.A.

A company incorporated by Public Deed No. 155 dated August 18, 2004. Its registered office is located in the Republic of Costa Rica, and its duration is indefinite. Its corporate purpose is the development of and investment in electricity generation projects.

Celsia Centroamérica S.A. owns 65% of Enerwinds' share capital, so Celsia S.A. holds an effective 65% interest. The remaining 35% belongs to Vientos La Gloria del Mogote; however, Celsia Centroamérica S.A. is the beneficiary of 100% of the company's economic rights.

As of the date of these financial statements, Enerwinds holds a 100% direct stake in Landco La Gloria S.A.

Landco La Gloria S.A.

Landco La Gloria S.A. owns land on which a wind farm is currently in operation. It is domiciled in the Republic of Costa Rica and has an indefinite duration.

As of the date of these financial statements, Landco La Gloria S.A. owns 100% of the shares in the following companies:

  • Proyecto Eólico Buena Vista S.A.

  • Limonal Wind Project S.A.

  • La Gloria Wind Project S.A.

These companies were established in Costa Rica to capitalize on opportunities associated with potential public bidding processes for the purchase of energy. To date, none of them has commenced commercial operations.

Celsia Honduras S.A.

A corporation incorporated in 2018 under the laws of the Republic of Honduras, with its registered office in the city of Tegucigalpa, M.D.C., department of Francisco Morazán. Its duration is indefinite.

The company is engaged in commercial, industrial, and service activities, particularly the generation, transmission, distribution, and sale of electricity, as well as related activities.

Celsia Centroamérica S.A. held 60% of the shares of Celsia Honduras S.A. and retained control of the company until September 2025, when the sale was finalized as part of the divestiture of energy efficiency assets.

NOTE 2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION
  1. Statement of Compliance and Accounting Standards Applied

    The consolidated financial statements as of December 31, 2025, and 2024 have been prepared in accordance with the Accounting and Financial Reporting Standards Accepted in Colombia (NCIF), which are based on International Financial Reporting Standards (IFRS), together with their interpretations, translated into Spanish and issued by the International Accounting Standards Board (IASB).

    The NCIF were established by Law 1314 of 2009 and regulated by Single Regulatory Decree 2420 of 2015, a compilation of the accounting regulations in force in Colombia, as amended by Decrees 2496 of 2015, 2131 of 2016, 2170 of 2017, 2483 of

    2018, 2270 of 2019, 1432 of 2020, 938 of 2021, 1611 of 2022, and 1271 of 2024.

    In addition, in compliance with applicable laws, decrees, and other regulations, the Company applies the following accounting criteria issued specifically for Colombia by regulatory authorities:

    • External Circular 36 of 2014 of the Financial Superintendency of Colombia, which sets forth the accounting treatment of net positive differences arising from the first-time application of the NCIF (Colombian Financial Reporting Standards), which may not be distributed to offset losses, carry out capitalization processes, distribute profits and/or dividends, or be recognized as reserves, and may only

      be utilized only when they have been effectively realized with third parties, other than related parties, in accordance with the principles of the NCIF. Net negative differences shall not be taken into account for the statutory controls applicable to financial statement preparers of issuers of securities subject to control.

    • Decree 2496 of December 23, 2015, which establishes that the parameters for determining post-employment benefits in accordance with IAS 19 Employee Benefits must correspond to Decree 2783 of 2001 as the best market approximation; For the year 2016, Decree 2131 of December 22, 2016, eliminated the requirement to apply these assumptions for the measurement of post-employment benefits; it remains applicable only for the purposes of financial disclosure. Decree 1625 of 2016 stipulates that the calculation of pension liabilities must be disclosed in accordance with the parameters established in that regulation and, in the case of partial pension commutations, in accordance with Decree 1833 of 2016, along with the differences from the calculation performed in accordance with IAS 19 Employee Benefits.

    For legal purposes in Colombia, the separate financial statements are the primary financial statements and serve as the basis for the distribution of dividends and other appropriations.

  2. Going concern assumption

    The consolidated financial statements have been prepared on a going concern basis, and as of December 31, 2025, there are no material uncertainties related to events or conditions that cast doubt on the ability of any group company to continue as a going concern. The group has the liquidity and solvency required to continue operating its business for the foreseeable future.

    In compliance with the provisions of Decree 1378 of October 28, 2021, the Group continuously monitors the financial statements, financial information, and projections of the company to determine the existence or possibility of asset impairments and insolvency risks. Although the current ratio is less than 1, this situation is primarily due to specific circumstances that do not affect operating performance or liquidity and do not constitute warnings of impairment or insolvency risk that cast doubt on the group's ability to continue as a going concern.

  3. Basis of Preparation

    The Group's bylaws require it to close its books, prepare, and issue general-purpose consolidated financial statements once a year, on December 31 of each period. The items included in the Group's consolidated financial statements are expressed in millions of Colombian pesos, which is the Group's functional currency and the presentation currency, and corresponds to the currency of the primary economic environment in which the entities operate. All information is presented in millions of pesos and has been rounded to the nearest thousand, unless otherwise indicated.

    The consolidated financial statements have been prepared on an accrual basis, except for the statement of cash flows. The measurement basis is historical cost, with the exception of the following items included in the consolidated statement of financial position:

    • Derivative financial instruments are measured at fair value.

    • Certain non-derivative financial instruments are measured at fair value through profit or loss.

    • Assets held for sale are measured at fair value less costs to sell.

    • With respect to employee benefits, the defined benefit asset is recognized as the net total of plan assets, plus unrecognized past service costs and unrecognized actuarial losses, less unrecognized actuarial gains and the present value of the defined benefit obligation.

    Historical cost is generally based on the fair value of the consideration given in the exchange of goods and services at initial recognition.

    Fair value measurements:

    Several of the Group's accounting policies and disclosures require the measurement of fair values for both financial and nonfinancial assets and for financial and non-financial liabilities.

    Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value of certain financial assets and liabilities is determined on a date close to the financial statement date for recognition and disclosure.

    These judgments include factors such as liquidity risk, credit risk, and volatility. Changes in assumptions regarding these factors could affect the reported fair value of financial instruments.

    When estimating fair value, the Group considers the characteristics of the asset or liability if market participants take those characteristics into account when performing the valuation on the measurement date. Fair value for measurement and/or disclosure purposes in the consolidated financial statements is determined on that basis, except for equity-settled transactions within the scope of IFRS 2 Share-based Payment, lease transactions within the scope of IFRS 16 Leases, and measurements that

    have certain similarities to fair value but are not the same, such as net realizable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.

    Fair value measurements are categorized as Level 1, 2, or 3 based on the extent to which the inputs to those measurements are observable, and according to their significance to the measurements as a whole, as described below:

    • Level 1 inputs are quoted (unadjusted) prices in active markets for identical assets and liabilities to which the entity has access as of the measurement date.

    • Level 2 inputs are those other than quoted prices included in Level 1 that are observable for an asset or liability, either directly or indirectly.

    • Level 3 inputs are data that are not observable for an asset or liability, which reflect the assumptions that market participants would use when pricing the asset or liability, including assumptions regarding risk.

    The Group has applied the accounting policies, judgments, estimates, and significant accounting assumptions described in Note 2, Statement of Compliance and Basis of Presentation, and Note 5, Significant Accounting Judgments and Estimates. These judgments include factors such as liquidity risk, credit risk, and volatility. Changes in assumptions regarding these factors could affect the reported fair value of financial instruments.

  4. Principles of Consolidation of Financial Statements

    The consolidated financial statements include the financial statements of Celsia S.A. and the entities controlled by the company. Control is achieved when the company has power over an investee, is exposed to, or has rights to variable returns from its relationship with the investee, and has the ability to use its power over the investee to influence the amount of the investor's returns.

    The company reassesses whether or not it controls an investee if facts and circumstances indicate that there have been changes to one or more of the three elements of control mentioned above. In assessing control, the company considers, among other factors, existing substantive voting rights, contractual agreements between the entity and other parties regarding relevant activities, and the rights and ability to appoint and remove key members of management.

    When the company holds less than a majority of the voting rights in an investee, it has control over the investee if those voting rights are sufficient to give it the practical ability to direct the investee's relevant activities unilaterally. The company considers all relevant facts and circumstances when assessing whether its voting rights in an investee are sufficient to give it control, including:

    • The size of the company's percentage of voting rights relative to the size and dispersion of the percentages held by other voting rights holders;

    • Potential voting rights held by the company, other shareholders, or other parties;

    • Rights arising from contractual agreements; and

    • Any additional facts or circumstances indicating that the company does or does not have the current ability to direct the relevant activities at the time decisions need to be made, including voting patterns at previous shareholders' meetings.

    The consolidation of a subsidiary begins when the company obtains control over the subsidiary and ends when it loses control of it. The revenues and expenses of a subsidiary acquired or sold during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the company obtains control until the date the company ceases to control the subsidiary.

    Gains or losses from each component of other comprehensive income are attributed to the company's owners and noncontrolling interests. The total comprehensive income of subsidiaries is attributed to the company's owners and noncontrolling interests even if the results attributable to non-controlling interests have a negative balance.

    Investments over which Celsia S.A. has control are consolidated using the full consolidation method, under which the following are added to the financial statements of the parent company or controlling entity: all of the subsidiaries' assets, liabilities, equity, and results, after eliminating, at the parent company or controlling entity, the investment made by the parent company in the subsidiaries' equity, as well as any intercompany transactions and balances existing as of the date of preparation of the financial statements, and after aligning the subsidiaries' accounting policies with those of the parent company.

    The consolidated financial statements adequately disclose the magnitude of the resources under exclusive control, thereby providing an approximate measure of the economic level of the liability attributable to Celsia S.A.

    As of the date of the financial statements, the subsidiaries are as follows:

    • In Colombia:

      Porvenir II S.A.S. E.S.P. and Colener S.A.S., the latter through Colener II S.L. and majority shareholder of Celsia Colombia

      S.A. E.S.P., which in turn consolidates Compañía de Electricidad de Tuluá S.A. E.S.P. (CETSA E.S.P.), Celsia

      Colombia Inversiones S.A.S., Enerbit S.A.S. E.S.P., Celsia Internet S.A.S., Parque Solar Andrómeda I S.A.S. E.S.P., and Anolis Renovables S.A.S., the latter two acquired in April 2025.

    • Abroad:

    GAC Perú S.A.C. in Peru, Bahía Las Minas Corp., and Celsia Centroamérica S.A.; the latter, in turn, consolidates Cativá Development S.A. and C-Energy Solution S.A. (formerly CJ Energy S.A.) in Panama; and, in Costa Rica, Celsia Costa Rica

    S.A. and Enerwinds de Costa Rica S.A., which, in turn, consolidates the companies Landco La Gloria S.A., which in turn consolidates Proyecto Eólico Buena Vista S.A., Proyecto Eólico Limonal S.A., and Proyecto Eólico La Gloria S.A.; Celsia Centroamérica S.A. consolidated Celsia Honduras S.A. de C.V. in Honduras through September 2025; this company was sold as part of the energy efficiency asset sale transaction.

    To date, Cativá Development S.A., C-Energy Solution S.A., Proyecto Eólico Buena Vista S.A., Proyecto Eólico La Gloria S.A., and Proyecto Eólico Limonal S.A. have not commenced commercial operations.

    Hidromanta Invest S.L.U. is a subsidiary of Celsia Centroamérica S.A. acquired for the purpose of partial resale. This company owns 100% of the shares of Ibereólica Caravelí S.A.C. and Peruana de Inversiones en Energías Renovables S.A.

    1. Changes in the company's ownership interest in a subsidiary

      Changes in the company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the company's interest and the noncontrolling interests are adjusted to reflect changes in their relative ownership interests in the subsidiary. Any difference between the amount by which noncontrolling interests were adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent.

      When the parent company loses control of a subsidiary, the gain or loss is recognized in profit or loss and is calculated as the difference between (i) the sum of the fair value of the consideration received and the fair value of the retained interest, and (ii) the previous carrying amount of the subsidiary's assets (including goodwill), liabilities, and any non-controlling interests.

      Amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the parent had directly sold the relevant assets (i.e., reclassified to profit or loss or transferred to another equity category as specified or permitted by applicable IFRSs).

      The fair value of the retained investment in the former subsidiary, as of the date control was lost, shall be considered the fair value for the purposes of the initial recognition of a financial asset in accordance with IFRS 9 Financial Instruments, or, where applicable, the cost of the initial recognition of an investment in an associate or joint venture.

      The figures presented below were taken from the separate financial statements of the company and its subsidiaries as of December 31, 2025, and 2024, which have been certified and audited in accordance with applicable legal regulations:

      2025

      Registered Office

      of

      Equity interest (*)

      Assets Liabilities Equity Earnings

      Colombia

      Celsia S.A.

      Medellín

      -

      5,310,226

      814,881

      4,495,345

      190,908

      Colener S.A.S.

      Medellín

      100.00%

      3,954,285

      1,387

      3,952,898

      272,694

      Celsia Colombia S.A. E.S.P.

      Yumbo

      65.11%

      13,294,884

      8,303,257

      4,991,627

      426,549

      Tuluá Electricity Company, Inc. (E.S.P.)

      Tuluá

      64.16%

      229,301

      35,663

      193,638

      40,550

      Porvenir II S.A.S. E.S.P.

      Medellín

      100.00%

      240

      3,063

      (2,823)

      (28,888)

      Celsia Colombia Inversiones S.A.S.

      Yumbo

      65.11%

      155,214

      50,583

      104,631

      (1,243)

      Enerbit S.A.S. E.S.P.

      Medellín

      65.11%

      77,794

      36,742

      41,052

      (19,615)

      Celsia Internet S.A.S.

      Medellín

      65.11%

      396,795

      237,448

      159,347

      (18,407)

      Parque Solar Andrómeda I S.A.S. E.S.P.

      Bogotá

      65.11%

      3,873

      76

      3,797

      (177)

      Anolis Renovables S.A.S.

      Bogotá

      65.11%

      21,600

      1,048

      20,552

      (2,234)

      Central America

      Bahía Las Minas Corp.

      Panama

      51.24%

      2,458

      501

      1,957

      83

      Celsia Centroamérica S.A.

      Panama

      100.00%

      1,136,399

      18,070

      1,118,329

      30,900

      Celsia Honduras S.A. de C.V. (1)

      Honduras

      60.00%

      -

      -

      -

      3,185

      Celsia Costa Rica S.A.

      Costa Rica

      100.00%

      336

      2,618

      (2,282)

      (302)

      Enerwinds de Costa Rica S.A.

      Costa Rica

      65.00%

      25,312

      2

      25,310

      (17)

      Landco La Gloria S.A.

      Costa Rica

      65.00%

      27,828

      12

      27,816

      (4)

      Percentage

      2025

      Spain

      Percentage

      Address of Equity interest

      (*)

      Assets Liabilities Equity Income

      Colener II S.L. Spain 100.00% 3,215,772 231,761 2,984,011 101,753

      Peru

      GAC Peru S.A.C. Peru 100.00% 558 548 10 (1,581)

      Non-controlling interest - - 1,743,674 153,228

      2024

      Percentage

      Address

      of ownership

      (*)

      Assets

      Liabilities

      Equity

      Earnings

      Colombia

      Celsia S.A.

      Medellín

      -

      5,615,033

      842,728

      4,772,305

      630,322

      Colener S.A.S.

      Medellín

      100.00%

      3,805,654

      12,250

      3,793,404

      204,932

      Celsia Colombia S.A. E.S.P.

      Yumbo

      65.11%

      13,837,464

      9,100,037

      4,737,427

      325,532

      Tuluá Electricity Company, Inc. (E.S.P.)

      Tuluá

      64.16%

      222,404

      42,168

      180,236

      28,305

      Porvenir II S.A.S. E.S.P.

      Medellín

      100.00%

      28,277

      2,211

      26,066

      (1,279)

      Celsia Colombia Inversiones S.A.S.

      Yumbo

      65.11%

      156,976

      50,475

      106,501

      16,887

      Enerbit S.A.S. E.S.P.

      Medellín

      65.11%

      44,794

      15,763

      29,031

      (14,948)

      Celsia Internet S.A.S.

      Medellín

      65.11%

      362,440

      187,886

      174,554

      (21,534)

      Central America

      Bahía Las Minas Corp.

      Panama

      51.24%

      3,022

      842

      2,180

      (4,284)

      Celsia Centroamérica S.A.

      Panama

      100.00%

      1,398,920

      126,382

      1,272,538

      34,905

      Celsia Honduras S.A. de C.V.

      Honduras

      60.00%

      212,166

      110,510

      101,656

      2,665

      Celsia Costa Rica S.A.

      Costa Rica

      100.00%

      579

      2,924

      (2,345)

      (735)

      Enerwinds de Costa Rica S.A.

      Costa Rica

      65.00%

      29,720

      4

      29,716

      (209)

      Landco La Gloria S.A.

      Costa Rica

      65.00%

      32,646

      1

      32,645

      (95)

      Spain

      Colener, II S.L.

      Spain

      100.00%

      3,125,437

      140

      3,125,297

      (133)

      Non-controlling interest

      -

      -

      1,734,898

      115,419

      (1) Celsia Honduras S.A. de C.V. was sold in September 2025 as part of the transaction involving the sale of energy efficiency assets.

      (*) The effective ownership percentage corresponds to the ownership interest in the consolidated financial statements; however, the subsidiary's nominal ownership interest in the investments may vary.

      The assets, liabilities, equity, and results of foreign companies correspond to the balances after the process of alignment with Celsia S.A.'s accounting policies.

      Intercompany balances and transactions, as well as any unrealized income or expense arising from transactions between companies, are eliminated during the preparation of the consolidated financial statements. Unrealized gains arising from transactions with companies in which the investment is accounted for using the equity method are eliminated from the investment in proportion to the company's ownership interest in the investment. Unrealized losses are eliminated in the same manner.

    2. Reconciliation of results between the consolidated and separate financial statements of the parent company:

Currently, there are differences between the parent company's consolidated and separate financial statements due to the operational situation of Bahía Las Minas Corp. and the impairment charge recognized by the parent company on that investment in 2019. In Celsia S.A.'s separate financial statements, the equity method is no longer applied to Bahía Las Minas Corp., whereas in the consolidated financial statements, it continues to be consolidated. Likewise, a difference arises from the reclassification to other comprehensive income (ORI) of the foreign exchange gain or loss and the deferred tax related to accounts receivable and payable between related parties of the companies in Colombia and the companies in Central America, where the underlying amount is eliminated in the consolidation process.

The following is the reconciliation of the results:

Item

2025

2024

Net income for the year in Celsia's separate financial statements

190,908

630,322

Share of BLM's profit (loss) for the period

22

(2,195)

Difference in changes in related accounts receivable and accounts payable, which are eliminated in the consolidation process.

16,930

(588)

Deferred tax on the foreign exchange difference on related accounts receivable and accounts payable, which are eliminated in the

consolidation process.

(1,189)

(3,110)

Valuation of assets associated with share-based payments (PRO LP)

(265)

-

Gain on sale of shares of Celsia Colombia S.A. E.S.P.

-

(382,317)

Dividend income from shares of Celsia Colombia S.A. E.S.P.

-

(20,144)

Net income attributable to the parent company in the 206,406 221,968 consolidated financial statements

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies and principles set forth below have been consistently applied in the preparation of the financial statements, in accordance with the Accounting and Financial Reporting Standards accepted in Colombia (NCIF), unless otherwise indicated. The Company has not adopted any new IFRSs during 2025; however, there are IFRSs issued as of the date of these financial statements that have not been incorporated by decree in Colombia and are described in Note 4-Standards Issued by the IASB.

  1. Cash and cash equivalents-Cash is recognized when a cash inflow from business operations is generated.

    Restricted cash is recognized when a cash inflow is generated from a third party for a specific purpose, or when some type of restriction is placed on bank accounts or cash equivalents.

    Cash in foreign currency is recognized when a cash inflow is received in a currency other than the company's functional currency, using the exchange rate in effect on the date the transaction occurs.

    Cash equivalents are recognized when the company holds highly liquid investments with a maturity of less than three months from the date of acquisition and a negligible risk of change in value.

  2. Foreign Currency Transactions-Transactions denominated in a currency other than the Group's functional currency (foreign currency) are recorded using the exchange rates in effect on the dates the transactions occur. At the end of each reporting period, monetary items denominated in foreign currency are translated at the exchange rates in effect on that date. Non-monetary items recorded at fair value and denominated in foreign currency are translated at the exchange rates in effect on the date the fair value was determined. Non-monetary items calculated on a historical cost basis in foreign currency are not translated.

    The exchange rates used for such translations are those certified by the Colombian Financial Superintendency.

    Foreign exchange differences on non-monetary items are recognized in income for the period in which they arise, except for:

    • Exchange differences arising from foreign-currency-denominated loans related to assets under construction for future productive use, which are included in the cost of such assets as an adjustment to the costs of interest on those foreign-currency-denominated loans; provided that they do not exceed the borrowing costs of a liability with similar characteristics in the functional currency of the group companies.

    • Exchange differences arising from transactions related to foreign exchange hedges; and

    • Foreign exchange differences arising from monetary receivables or payables related to a foreign operation for which payment is neither planned nor possible (thus forming part of the net investment in the foreign operation), which are initially recognized in other comprehensive income and reclassified from equity to profit or loss upon the settlement of the non-monetary items.

For the purposes of presenting the consolidated financial statements, the Group's assets and liabilities arising from foreign currency transactions are stated in Colombian pesos, using the exchange rates in effect at the end of the reporting period. Revenue and expense items are translated at the average exchange rates for the period, unless these rates fluctuate significantly during the period, in which case the exchange rates as of the date of the transactions are used.

Upon the disposal of a foreign operation (i.e., the disposal of the company's entire interest in a foreign operation, a disposal involving a partial sale of an interest in a joint arrangement or an associate that includes a foreign operation where the retained interest becomes a financial asset), all cumulative exchange differences in equity related to that transaction attributable to the group's owners are reclassified to profit or loss.

In addition, with respect to the partial disposal of a subsidiary (which includes a foreign operation), the company will reallocate the proportionate share of the cumulative amount of exchange differences to non-controlling interests, and these amounts are not recognized in profit or loss. In any other partial disposal (i.e., partial disposal of associates or joint arrangements that do not involve the loss of significant influence and joint control by the company), the group will reclassify to profit or loss only the proportionate share of the cumulative amount of exchange differences.

Adjustments related to goodwill and the fair value of identifiable assets and liabilities arising from the acquisition of a foreign operation are treated as assets and liabilities of that transaction and are translated at the exchange rate in effect at the end of each reporting period. Any resulting exchange differences are recognized in other comprehensive income and retained earnings.

  1. Financial Instruments-Financial assets and liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

    Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and liabilities (other than financial assets and liabilities designated at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, as appropriate, upon initial recognition. Transaction costs directly attributable to the acquisition of financial assets or liabilities designated at fair value through profit or loss are recognized immediately in profit or loss.

    When estimating the fair value of an asset or liability, the Group considers the characteristics of the asset or liability if market participants take those characteristics into account when valuing the asset or liability as of the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on that basis, except for lease transactions, within the scope of IFRS 16 Leases and measurements that have certain similarities to fair value but are not fair value, such as net realizable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.

    • Level 1 inputs are quoted (unadjusted) prices in active markets for identical assets and liabilities to which the entity has access as of the measurement date.

    • Level 2 inputs are inputs other than the quoted prices included in Level 1, which are observable for an asset or liability, either directly or indirectly.

    • Level 3 items are items that are not observable for an asset or liability.

    1. Financial assets-The Company and its subsidiaries recognize a financial asset on their statement of financial position when, and only when, it becomes part of the contractual terms of the instrument; likewise, they recognize a conventional purchase or sale of financial assets on the contract date.

    2. Financial liabilities and equity instruments-Debt and equity instruments are classified as financial liabilities or equity, in accordance with the substance of the contractual agreement and the definitions of financial liability and equity instrument.

      The classification of a financial instrument as a financial liability or an equity instrument determines whether the interest, dividends, losses, or gains related to it are recognized as revenue or expense in net income for the period.

    3. Classification and Subsequent Measurement-Trade receivables and debt securities issued are initially recognized when they are originated; all other financial assets and liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.

      1. Financial assets-Upon initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income-debt investment; fair value through other comprehensive income-equity; or fair value through profit or loss.

        A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at fair value through profit or loss:

        • It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

        • Its contractual terms give rise on specific dates to cash flows that are solely payments of principal and interest on the outstanding principal amount.

          A debt investment is measured at fair value through other comprehensive income if it meets the following two conditions and is not designated as at fair value through profit or loss:

        • It operates within a business model whose objective is achieved through the collection of contractual cash flows and the sale of financial assets; and

        • Its contractual terms give rise, on specific dates, to cash flows that are solely payments of principal and interest on the outstanding principal amount.

          Upon initial recognition of an equity investment that is not held for trading, the group may irrevocably elect to present subsequent changes in the fair value of the investment in other comprehensive income. This election is made on an investment-by-investment basis.

          The Group may make an irrevocable election at the time of initial recognition to present subsequent changes in fair value in other comprehensive income for specific investments in equity instruments that would otherwise be measured at fair value through profit or loss.

          Fair value through profit or loss

          The Group classifies a financial asset as measured at fair value through profit or loss, unless it is measured at amortized cost or at fair value through other comprehensive income.

          The Group may irrevocably designate a financial asset as measured at fair value through profit or loss when doing so eliminates or significantly reduces any inconsistency in measurement or recognition, that is, when there is an accounting mismatch.

          The group has a separate classification for:

        • Assets that are required to be measured at fair value through profit or loss; and

        • Assets designated as at fair value through profit or loss

          The Group recognizes in profit or loss for the period in which the gain or loss on a financial asset measured at fair value occurs, unless it is part of a hedging relationship, as described in the chapter on derivatives and hedging transactions.

          Fair value through other comprehensive income

          The Group classifies a financial asset measured at fair value through other comprehensive income if both of the following conditions are met: (i) The financial asset is held within a business model whose objective is achieved by collecting contractual cash flows and selling financial assets. (ii) The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest on the outstanding principal amount.

          The Group may make an irrevocable election at the time of initial recognition to present subsequent changes in fair value in other comprehensive income for specific investments in equity instruments that would otherwise be measured at fair value through profit or loss.

      2. Equity instruments-An equity instrument consists of any contract evidencing a residual interest in the assets of an entity after deducting all of its liabilities.

        The repurchase of the company's and its subsidiaries' own equity instruments is recognized and deducted directly from equity. No gain or loss is recognized in profit or loss arising from the purchase, sale, issuance, or cancellation of the group's own equity instruments.

      3. Financial liabilities-Financial liabilities are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost.

        Financial liabilities at fair value through profit or loss

        A financial liability is classified as at fair value through profit or loss when it is a financial liability classified as held for trading or as at fair value through profit or loss.

        The Group irrevocably designates a financial liability as measured at fair value through profit or loss when:

        • Such designation eliminates or significantly reduces a measurement or recognition inconsistency that might arise; or

        • The financial liability is part of a group of financial assets or liabilities, or both, which is managed and whose performance is evaluated on a fair value basis, in accordance with the risk management documented by the company and its subsidiaries, or its investment strategy, and information is provided internally on that basis; or

        • It forms part of a contract containing one or more embedded instruments, and IFRS 9-Financial Instruments-permits the entire combined contract to be designated at fair value through profit or loss.

          Financial liabilities at fair value through profit or loss are measured at fair value, with any gain or loss arising from remeasurement recognized in profit or loss. The net gain or loss recognized in the income statement includes any interest paid on the financial liability.

          Financial liabilities at amortized cost

          The Group classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method, except:

          • Financial liabilities that are accounted for at fair value through profit or loss.

          • Financial liabilities arising from a transfer of financial assets that do not meet the requirements for derecognition.

          • Financial guarantee contracts.

          • Commitments to grant a loan at an interest rate below market rates.

    4. Derivative financial instruments-The Group enters into a variety of financial instruments to manage its exposure to interest rate and foreign exchange risks, including foreign exchange hedging contracts, interest rate swaps, and foreign currency purchases and sales.

      Derivatives are initially recognized at fair value on the date the derivative contract is entered into and are subsequently remeasured to fair value at the end of the reporting period. The resulting gain or loss is recognized in profit or loss immediately, unless the derivative is designated and effective as a hedging instrument, in which case the timing of recognition in profit or loss depends on the nature of the hedging relationship.

    5. Impairment of financial assets-The Group recognizes a provision for expected credit losses on investments in debt instruments measured at amortized cost or at fair value through other comprehensive income, lease receivables, as well as on loan commitments and financial guarantee contracts. No impairment loss is recognized for investments in equity instruments. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since the initial recognition of the respective financial instrument.

      For trade receivables, lease receivables, or contractual assets, the Group recognizes expected credit losses based on expected losses over the asset's entire life, assessed individually for significant receivables and collectively for receivables that are not individually significant.

      To assess whether there has been a significant increase in credit risk, the group considers the risk of default over the expected life of the financial instrument, as well as the occurrence of renegotiations or changes in the cash flows of accounts receivable.

      To determine expected credit losses, credit risk is monitored by customer type, which are grouped according to their characteristics, including business segment, market type, and service class. Loss rates are based on historical collection performance using monthly averages by service class. Trade receivables and other accounts receivable relate primarily to energy customers in the regulated and unregulated markets, in the residential, commercial, industrial, and government sectors.

      Due to the nature of the wholesale market (energy exchange and bilateral contracts with third parties), an individual impairment analysis is performed on the associated accounts receivable, ranging from a preliminary review of the third parties to securing the portfolio with collateral or promissory notes, the latter only in the case of third parties with a good credit rating.

      The Group recognizes in the period's results, as a gain or loss from impairment, the amount of expected credit losses (or reversals) by which the allowance for credit losses must be adjusted as of the reporting date.

      The measurement of expected credit losses recognized by the Group must reflect:

      1. an unbiased probability-weighted amount determined by evaluating a range of possible outcomes;

      2. the time value of money; and reasonable and supportable information available at no cost or disproportionate effort as of the filing date regarding past events, current conditions, and forecasts of future economic conditions.

      3. reasonable and supportable information available at no cost or disproportionate effort as of the reporting date regarding past events, current conditions, and forecasts of future economic conditions.

    6. Financial asset written off-The Group writes off an account receivable if, and only if, the contractual rights to the cash flows from the account receivable expire.

      Upon writing off a receivable or a portion thereof, the difference between the following is recognized in profit or loss for the period:

      1. Its carrying amount and

      2. The sum of the consideration received

    7. Discharged financial liability-A financial liability shall be derecognized if, and only if, the Group's obligations expire, are settled, or are fulfilled. The difference between the carrying amount of the discharged financial liability and the consideration paid or payable is recognized in profit or loss.

3.3.8. Offsetting-The Group assesses the objective of the business model under which a financial asset is held at the portfolio level because this better reflects how the company is managed and provides information to management.

3.4. Inventories-Inventories are recognized as of the date on which the Group assumes the risks and rewards of ownership. Initial measurement is recognized at cost, and subsequent measurement at the end of each fiscal year is recognized at the lower of cost and net realizable value. Cost is determined using the weighted average method.

For items intended for sale or distribution, the Group measures them at the lower of cost and net realizable value.

For inventory acquired by the Group for the provision of services and for internal consumption, subsequent measurement is based on the lower of cost and net realizable value; for this type of inventory, net realizable value is replacement cost.

3.5. Property, Plant, and Equipment-The measurement of property, plant, and equipment is performed in two stages: Initial measurement, which is recognized at cost, and subsequent measurement, which is recognized at cost less accumulated depreciation and accumulated impairment losses (cost model).

Properties used during the course of construction for administrative, production, or supply purposes are recorded at cost less any recognized impairment loss; this includes expenses that are directly attributable to the acquisition of the asset. The cost of assets constructed by the Group includes the cost of materials and direct labor; any other costs directly attributable to the process of making the asset fit for its intended use; it also includes the costs of dismantling, removing, and restoring the site where they are located.

When significant parts of an item of property, plant, and equipment have different useful lives, they are recorded as separate items (major components) of property, plant, and equipment. Depreciation of these assets, as with other property, plant, and equipment, begins when the assets are ready for use.

No residual value is recognized in the financial statements for property, plant, and equipment, as it is considered immaterial; therefore, these assets are fully depreciated. Depreciation is charged to profit or loss.

Depreciation is charged to write down the cost or carrying amount of assets (other than land and properties under construction) to their residual value over their useful lives using the straight-line method. The estimated useful life, residual value, and depreciation method are reviewed at the end of each reporting period, and the effect of any changes in estimates is recognized on a prospective basis.

Depreciation of revalued buildings is charged to profit or loss. Land owned cannot be depreciated. Furniture and equipment are stated at cost less accumulated depreciation and any recognized impairment losses.

Assets held under finance leases are depreciated over their estimated useful lives in the same manner as owned assets; however, when there is no reasonable assurance that ownership will be obtained at the end of the lease term, the assets are depreciated over the shorter of the lease term and their useful lives.

An item of property, plant, and equipment is written off upon disposal or when no future economic benefits are expected to arise from the asset's continued use. The gain or loss arising from the retirement or disposal of an item of property, plant, and equipment is calculated as the difference between the sales proceeds and the asset's carrying amount, and is recognized in profit or loss. Repairs and improvements that increase the efficiency or extend the useful life of the asset constitute additional cost for property, plant, and equipment.

The following table lists the useful lives of property, plant, and equipment used in depreciation calculations for the years covered by these financial statements.

Asset Group

Useful life (years)

Buildings and structures

20-100

Aqueducts, plants, and networks

20-55

Machinery and production equipment

10

Furniture, furnishings, and office equipment

10

Communication and computer equipment

4-5

Ground transportation equipment

5-15

3.6 Cash-Generating Units (CGUs)-A CGU is the smallest identifiable group of assets that generates cash inflows for the company that are, to a large extent, independent of the cash flows derived from other assets or groups of assets.
  1. Borrowing costs-Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets-which are assets that require a substantial period of time before they are ready for use or sale (more than one year)-are capitalized as part of the cost of those assets until the assets are ready for use or sale. The Group considers a substantial period of time to be a period longer than one year.

    Income earned from the temporary investment of resources pending use in the construction or production of qualifying assets is deducted from borrowing costs to be capitalized as an increase in the asset's cost.

    All other borrowing costs are recognized in income during the period in which they are incurred.

  2. Consolidation and Business Combinations-Companies over which Celsia S.A. has control are consolidated as of the acquisition date using the full consolidation method, which involves the consolidation of all their assets, liabilities, revenues, expenses, and cash flows into the consolidated financial statements, after making the appropriate adjustments and eliminations for transactions within Celsia S.A.

    The results of subsidiaries acquired during the fiscal year are included in the consolidated statements of income as of the effective date of acquisition.

    Celsia S.A. accounts for business combinations using the acquisition method when control is transferred to the company. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired; any resulting goodwill is subject to annual impairment tests. Any gain on a bargain purchase is recognized immediately in income. Transaction costs are recorded as an expense when incurred, except when they relate to the issuance of debt or equity instruments.

    The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in income.

    Any contingent consideration is measured at fair value as of the acquisition date. If an obligation to pay the contingent consideration that meets the definition of a financial instrument is classified as equity, it shall not be remeasured, and its subsequent settlement shall be accounted for within equity. Otherwise, the other contingent consideration is remeasured to fair value at each balance sheet date, and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

    If equity-settled grants (replacement grants) must be exchanged for grants held by employees of the acquiree (acquiree grants), all or part of the amount of the acquirer's replacement grants is included in the measurement of the consideration transferred in the business combination. This determination is based on the market-based value of the replacement grants compared to the market-based value of the acquiree's grants and the extent to which the replacement grants relate to service prior to the business combination.

    The consolidation of the operations of subsidiaries has been carried out in accordance with the following basic principles:

    1. At the acquisition date, the assets and liabilities of the acquired entity are recognized at fair value, except that:

      1. Deferred tax assets or liabilities and liabilities or assets related to employee benefit plans are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits, respectively.

      2. Assets (or disposal groups) classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.

        In the event of a positive difference between the acquisition cost of the subsidiary and the fair value of its assets and liabilities, including contingent liabilities, corresponding to the parent company's interest, this difference is recorded as goodwill.

        If the difference is negative, it is recognized as a credit to the consolidated statement of comprehensive income. Acquisition-related costs are recognized as an expense as they are incurred.

    2. The value of non-controlling interests in the fair value of the net assets acquired and in the results of the consolidated companies is presented, respectively, in the consolidated statement of financial position.

    3. The financial statements of foreign companies whose functional currency is not the peso are translated as follows:

      1. Assets and liabilities (including comparative figures) are converted at the closing exchange rate on the date of the corresponding statement of financial position.

      2. Revenue and expenses for each statement presenting net income and other comprehensive income (including comparative figures) are converted at the exchange rate on the date of each transaction. For practical reasons, a monthly average exchange rate is used, provided that it has not fluctuated significantly.

      3. All resulting exchange differences are recognized in other comprehensive income and remain in a separate component of equity until the subsidiary is disposed of.

    The cumulative foreign exchange difference arising from the translation, to the extent attributable to non-controlling interests, is allocated to them and recognized as part of non-controlling interests in the consolidated statement of financial position.

    When goodwill arises from the acquisition of a foreign business, as well as adjustments to the fair value of assets and liabilities arising from such an acquisition, they are treated as assets and liabilities of the foreign operation and are therefore translated at the closing exchange rate.

  3. Goodwill-The Group measures goodwill acquired in a business combination at cost, which is the excess paid in the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities.

    Goodwill arising from the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Goodwill is not amortized; instead, it is tested for impairment annually or sooner if there are indications of a potential loss in the asset's value. Goodwill arising from a business combination is allocated to each of the company's cash-generating units (CGUs) or groups of CGUs expected to benefit from the synergies of the combination, and the criteria referred to in Note 35 Joint Arrangements are applied; internally generated goodwill is not recognized as an asset.

    1. Subsequent measurements-Goodwill is measured at cost less any accumulated impairment losses. For investments accounted for using the equity method, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the investment accounted for using the equity method as a whole.

    2. Impairment of goodwill-The Group tests annually for impairment of goodwill acquired in a business combination. Impairment must be determined for goodwill by assessing the recoverable amount of the cash-generating unit (CGU) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount to which the goodwill has been allocated, the Group recognizes an impairment loss.

      The Group determines the recoverable amount by comparing the higher of its fair value less costs to sell and its value in use.

      If either of these two values exceeds the carrying amount of the asset under review, it is considered that no impairment loss exists and it will not be necessary to estimate the other. For the calculation of the recoverable amount of inventories, goodwill, and intangible assets, value in use is the criterion used by Celsia S.A. in virtually all cases.

  4. Taxes - Income tax expense includes current income taxes and surcharges for the period and the effect of deferred taxes. Current and deferred taxes are recognized as revenue or expense and are included in net income, except when they relate to items in other comprehensive income or directly in equity, in which case the current or deferred tax is also recognized in other comprehensive income or directly in equity, respectively.
    1. Current tax - Current tax payable is based on taxable income recognized during the year. Taxable income differs from the income reported in the statement of comprehensive income due to items of taxable or deductible income or expenses in other years and items that are never taxable or deductible. The current income tax liability is calculated using tax rates enacted or substantively enacted at the end of the reporting period. The provision for income tax and surtaxes is determined based on taxable income or deemed income, whichever is greater, estimated at rates specified in the tax law.

    2. Deferred tax - Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities included in the financial statements and the corresponding tax bases used to determine taxable income. A deferred tax liability is generally recognized for all taxable temporary differences. A deferred tax asset shall be recognized for all deductible temporary differences to the extent that it is probable that the entity will have future taxable income against which to utilize those deductible temporary differences. These assets and liabilities are not recognized if the temporary differences arise from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither taxable income nor accounting profit.

      In a business combination, assets and liabilities are recognized at their fair value as of the acquisition date. Similarly, the recognition of deferred tax assets and liabilities in a business combination affects the amount of goodwill arising from the combination, or the recognized value of a bargain purchase.

      A deferred tax liability must be recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except for those where the group is able to control the reversal of the temporary difference and where there is a possibility that the difference may not reverse in the near future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that the group will have future taxable income against which to utilize those temporary differences and when there is a possibility that they may reverse in the near future.

      The carrying amount of a deferred tax asset must be reviewed at the end of each reporting period and reduced to the extent that it is considered probable that sufficient taxable profit will not be available in the future to allow all or part of the asset to be recovered.

      Deferred tax assets and liabilities must be measured using the tax rates expected to apply in the period in which the asset is realized or the liability is settled, based on the rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

      The measurement of deferred tax liabilities and deferred tax assets shall reflect the tax consequences that would result from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities.

      Current and deferred taxes shall be recognized in profit or loss, except when they relate to items recognized in other comprehensive income or directly in equity, in which case the current or deferred tax is also recognized in other comprehensive income or directly in equity, respectively; in the case of a business combination, when current or deferred tax arises from the initial accounting for the business combination, the tax effect is accounted for as part of the accounting for the business combination.

      3.10.3 Recognition of taxable temporary differences - Deferred tax liabilities arising from taxable temporary differences are recognized in all cases, except where:

      • They arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination, and the transaction date does not affect accounting profit or the tax base;

      • They relate to differences associated with investments in subsidiaries, associates, and joint ventures over which the group has the ability to control the timing of their reversal, and it is not probable that they will reverse in the foreseeable future.

      3.10.4. Recognition of deductible temporary differences-Deferred tax assets arising from deductible temporary differences are recognized provided that:

      • It is probable that sufficient future taxable income will be available to offset them, except in cases where the differences arise from the initial recognition of assets or liabilities in a transaction that is not a business combination and that, at the transaction date, does not affect accounting profit or the tax base;

      • They relate to temporary differences associated with investments in subsidiaries, associates, and joint ventures to the extent that the temporary differences are expected to reverse in the foreseeable future and positive future taxable income is expected to be generated to offset the differences.

      Deferred tax assets that do not meet the above conditions are not recognized in the statement of financial position (separate or consolidated). The Group reassesses at year-end whether the conditions for recognizing deferred tax assets that were previously unrecognized have been met.

      Tax planning opportunities are considered in the assessment of the recoverability of deferred tax assets only if the Group intends to adopt them or is likely to adopt them.

      3.10.5 Measurement - Deferred tax assets and liabilities are measured using the tax rates applicable in the periods in which the assets are expected to be realized or the liabilities settled, based on enacted or substantively enacted legislation, and after considering the tax consequences arising from the manner in which the Group expects to recover the assets or settle the liabilities.

      At the end of the fiscal year, the Group reviews the carrying amount of deferred tax assets with a view to reducing that amount to the extent that it is unlikely that sufficient future taxable income will be available to offset them. The companies' non-monetary assets and liabilities are measured in their functional currency. If tax losses or gains are calculated in a different currency, exchange rate fluctuations give rise to temporary differences and the recognition of a deferred tax liability or asset, and the resulting effect is charged or credited to income for the period.

      3.10.6. Offsetting and Classification-The group offsets deferred income tax assets and liabilities only if there is a legally enforceable right to offset them with the tax authorities and such assets and liabilities relate to the same tax authority, and the same taxpayer, or to different taxpayers who intend to settle or realize the current tax assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously, in each of the future fiscal years in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. Deferred tax assets and liabilities are recognized in the statement of financial position (separate or consolidated) as non-current assets or liabilities, regardless of the expected date of realization or settlement.

  5. Contingencies-The Group does not recognize contingent assets or liabilities; it only discloses them. Contingent liabilities may develop in ways not initially anticipated; therefore, they must be assessed on an ongoing basis to determine whether an outflow of resources embodying economic benefits has become probable. If so, a provision must be recognized in the financial statements for the period in which the change in the probability of occurrence occurred. Contingent assets are assessed on an ongoing basis; when the realization of the revenue is virtually certain, the corresponding asset is no longer contingent in nature, and it is therefore appropriate to recognize it.

    The balance of the provision for litigation covers lawsuits filed against the Group by third parties. In the opinion of management, following appropriate legal advice, the outcome of these litigations is not expected to differ significantly from the amounts provisioned as of December 31, 2025, and 2024.

  6. Assets held for sale - Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, and the sale is considered highly probable. These assets are measured at the lower of their carrying amount and fair value less costs to sell, except for deferred income tax assets, assets arising from employee benefits, financial assets, and investment properties, which are recorded at fair value.

An impairment loss is recognized for any initial or subsequent decrease in the fair value less costs to sell of the asset (or disposal group). A gain is recognized for any subsequent increase in the fair value less costs to sell of an asset (or disposal group), but not to the extent of any previously recognized accumulated impairment loss. Any gain or loss not previously recognized at the date of sale of the noncurrent asset (or disposal group) is recognized upon disposal.

Noncurrent assets (including those that are part of a disposal group) are not amortized or depreciated while classified as held for sale. Interest and other expenses attributable to liabilities of a disposal group classified as held for sale continue to be recognized.

Noncurrent assets classified as held for sale and assets within a disposal group classified as held for sale are presented separately from other assets in the statement of financial position. Liabilities within a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.

When the Group deconsolidates an investment due to a loss of control, any retained interest in the entity is remeasured to fair value, and the change in carrying amount is recognized in profit or loss. This fair value becomes the initial carrying amount for the purpose of subsequently accounting for the retained interest as an associate, joint venture, or financial asset. In addition, any amount previously recognized in other comprehensive income with respect to that entity is accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

  1. Share Capital
    1. Common stock

      Common stock is classified as equity. Incremental costs directly attributable to the issuance of common stock are recognized as a deduction from equity, net of any tax effect. The reserves recorded are those authorized by the General Shareholders' Meeting; in addition to the 10% legal reserve based on the year's results, the remaining reserves may be used to support expansion plans or projects or to meet the group's financing needs.

      The Commercial Code requires companies to set aside 10% of their annual net income, as determined under local accounting standards, as a legal reserve until the balance of this reserve equals 50% of the subscribed capital. The mandatory legal reserve is not distributable prior to the company's liquidation, but may be used to absorb or reduce annual net losses. Balances of the reserve in excess of 50% of the subscribed capital are freely available to shareholders.

      A share premium is recognized when there is a difference between the par value of the share and the amount paid.

    2. Repurchased treasury shares

The Group applies the following accounting treatment for repurchased treasury shares: if the company repurchases its own equity instruments, the consideration paid and related costs are deducted from equity. No gain or loss is recognized in profit or loss for the period arising from the purchase, sale, issuance, or redemption of the entity's own equity instruments. These treasury shares may be acquired and held by the entity or by other members of the consolidated group.

  1. Revenue Recognition-The group recognizes its ordinary revenue such that the transfer of goods or services committed to customers is recorded at an amount that reflects the consideration the entity expects to receive in exchange for the goods or services.
    1. Identification of performance obligations-At the inception of contracts, the group assesses the commitments made to customers by recognizing a performance obligation for each distinguishable good or service. A good or service is distinguishable when:

      • The customer can benefit from the good or service on its own, and,

      • The obligation to transfer the good or service to the customer can be identified separately from other obligations assumed.

        A series of distinct goods or services that are substantially the same are recognized as a single performance obligation if:

      • They are obligations that are satisfied over time.

      • The same method is used to measure the satisfaction or fulfillment of the performance obligations.

        For the Group, in almost all cases, the consideration is in the form of cash or cash equivalents, and the amount of revenue is the amount of cash or cash equivalents received or receivable. However, when the consideration is received over a period exceeding one year, the fair value of such consideration may be less than the nominal amount of cash or cash equivalents to be received; therefore, the amortized cost method is applied, discounting future cash flows at a market rate. (See Note 3.3 Financial Instruments).

    2. Sale of goods-Revenue from the sale of goods should be recognized when the goods are delivered, ownership has been transferred, and each of the following conditions is met:

      • The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

      • The Group retains no involvement in the day-to-day management of the goods sold to the extent usually associated with ownership, nor does it retain effective control over them;

      • The amount of revenue can be measured reliably;

      • It is probable that the entity will receive the economic benefits associated with the transaction; and

      • The costs incurred, or to be incurred, in connection with the transaction can be measured reliably.

    3. Sale of Energy-Revenue is recognized in the income statement on an accrual basis when there has been an increase in future economic benefits related to an increase in assets or a decrease in liabilities, and its amount is reliably measurable. Upon recognition of revenue, all associated costs and expenses are recognized

      Revenue from generation activities primarily comes from energy sales through bilateral contracts to the regulated and unregulated markets, the Exchange, the secondary frequency regulation service (AGC), and the Reliability Charge.

      CREG Resolution 071 of 2006 approved the current methodology for the payment of the Reliability Charge to generators in the Wholesale Energy Market (MEM).

      The methodology for compensating transmission activities is known as regulated revenue, through which the maximum annual revenues paid to each transmission operator are established, based on the assets they actually own within the National Transmission System (STN). These revenues are collected through charges for use of the STN, which are paid by the suppliers (demand side) of the National Interconnected System (SIN). The billing and collection resulting from the application of the STN usage charges are managed centrally through the STN Settlement and Account Administrator, who bills and settles the usage charges.

      For the purposes of remuneration for distribution activities, the CREG (Energy and Gas Regulatory Commission) defines the applicable remuneration, which is reviewed every five years in accordance with regulatory provisions. The established remuneration methodology is linked to a quality framework.

      The marketer's revenue comes from purchasing energy from the MEM and selling it to end users, for which billing, metering, collection, portfolio management, and customer service activities are carried out, among others.

      Revenue from energy sales in the regulated and unregulated markets is recognized based on kilowatts consumed by customers, whether billed or unbilled; revenue from the sale of related services is recognized upon billing. Unbilled energy at the end of the month is estimated based on internal and external information, the latter provided by the energy market regulator.

    4. Revenue from service contracts is recognized based on the contract's stage of completion, which is determined as follows:

      • Installation fees are recognized as revenue from ordinary activities based on the stage of completion of the installation, determined as the proportion of the total estimated time required for installation that has elapsed at the end of the reporting period;

      • Service fees included in the price of products sold are recognized based on the proportion of the total cost of the service provided for the product sold.

    5. Dividend and interest income-Income from investment dividends is recognized once the shareholders' rights to receive such payment have been established (provided that it is probable that the economic benefits will flow to the company and that the ordinary income can be measured reliably).

      Interest income from a financial asset is recognized when it is probable that the Group will receive the economic benefits associated with the transaction and the amount of revenue can be measured reliably. Interest income is recognized on a time basis, with reference to the outstanding principal and the applicable effective interest rate, which is the discount rate that exactly smooths the estimated cash flows receivable or payable over the expected life of the financial instrument to the net carrying amount of the financial asset upon initial recognition.

      The financial income and expenses recognized by the Group are primarily associated with returns generated and paid to financial institutions and income from customer financing.

    6. Rental Revenue - Payments received from operating leases are recognized as revenue in the income statement on a straight-line basis over the term of the lease, unless another allocation method is considered more representative.

  2. Recognition of Expenses-The Company and its subsidiaries recognize their costs and expenses as economic events occur, ensuring they are systematically recorded in the corresponding accounting period, regardless of the flow of monetary or financial resources (cash). An expense is recognized immediately when a disbursement does not generate future economic benefits or when it does not meet the requirements for recognition as an asset.
  3. Earnings per Share-The Company and its subsidiaries present data on basic and diluted earnings per share for their common stock. Basic earnings per share are calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the fiscal year, adjusted for treasury stock held.
  1. Reportable operating segments-In conducting its business, Celsia operates based on a priority focus on its core business, consisting of the generation, transmission, distribution, and sale of electricity, gas, and related services, and establishes two major business lines, each based on a geographic area: Colombia and Central America.

    The Group discloses separate information on each of the operating segments, in accordance with the definition of segments (see Note 31-Operating Segments).

  2. Related Parties-For the purposes of IAS 24 Related Party Disclosures, the company considers as related parties its associates and joint ventures, entities that exercise joint control or significant influence, its subsidiaries, and key management personnel.

Transactions between related parties are considered to be any transfer of resources, services, and obligations between the company and a related party, as well as outstanding balances between them as of the date of preparation of the financial statements, including any commitments and guarantees granted or received between the two.

Disclosures regarding related parties are provided in accordance with the categories established by IAS 24 Related Party Disclosures, which correspond to transactions with: (a) the parent company, (b) subsidiaries,

(c) entities with significant influence over the entity, (d) associates and joint ventures, (e) key management personnel, and (f) other related parties. Furthermore, items of a similar nature are grouped for disclosure purposes.

The characteristics of transactions with related parties do not differ from those with third parties nor do they imply differences in market prices for similar transactions.

  1. Employee Benefits-The Group recognizes a liability for employee benefits when employees have rendered services in exchange for benefits to be paid in the future, and recognizes an expense as it receives the economic benefits derived from such services.

    Employee benefits are classified into short-term benefits, post-employment benefits, other long-term benefits, and termination benefits.

    Defined contribution plans are recognized as an expense in the period in which employees render the services entitling them to the corresponding contributions.

    Defined benefit plans are recognized as a net liability equal to the present value of the defined benefit obligation less the fair value of plan assets, if any. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. Actuarial gains and losses are recognized immediately in other comprehensive income and are not subsequently reclassified to profit or loss. The recognition of any defined benefit asset is limited to the present value

    of the economic benefits available, in the form of future refunds or reductions in future contributions, taking into account minimum funding requirements where applicable.

    1. Other long-term employee benefits - The Group's net obligation for other long-term benefits corresponds to the present value of the future benefit that employees have earned for services rendered in the current and prior periods. These obligations are measured using actuarial techniques, and new measurements are recognized directly in profit or loss in the period in which they arise.

    2. Termination benefits - Termination benefits are recognized as an expense when the Group cannot withdraw the benefit offer or when it recognizes the costs of a related restructuring, whichever occurs first. When these benefits are expected to be settled more than 12 months after the reporting period, they are measured at present value.

    3. Short-term employee benefits - Short-term employee benefits are recognized as an expense when the related service is rendered and are measured on an undiscounted basis. A liability is recognized for the amount expected to be paid when there is a legal or constructive obligation arising from services rendered and the amount can be estimated reliably.

    4. Liabilities for equity-based payments - The Group recognizes as liabilities the benefits granted to employees under equity-based payment arrangements that are settled in cash, in accordance with the provisions of IFRS 2 - Share-based Payment. These liabilities are recognized based on services rendered and are measured at fair value at each reporting date until settlement. Changes in fair value are recognized in net income for the period. The expense associated with these agreements is recognized over the vesting period, taking into account the fulfillment of vesting conditions, the employees' service period, and the best estimate of the number of rights expected to vest by the end of that period. Contributions made by the Group to institutional plans associated with share-based payment arrangements are recognized directly as a decrease in equity, since the underlying asset of such plans consists of Celsia S.A. treasury shares. Consequently, changes in the fair value of such shares are not recognized.

3.20 Materiality-In accordance with IAS 1 Presentation of Financial Statements, the Group considers information to be material if its omission or misstatement could influence the decisions of users of financial information. NOTE 4. STANDARDS ISSUED BY THE IASB
  1. IMPLEMENTED IN COLOMBIA AS OF JANUARY 1, 2025

    Amendment to IAS 21 - Lack of Interchangeability

    In August 2023, the International Accounting Standards Board issued an amendment to IAS 21 regarding the lack of currency convertibility, effective for annual periods beginning on or after January 1, 2025. The Group does not engage in transactions in currencies that are not convertible into its functional currency; therefore, this amendment had no impact on the financial statements.

  2. IMPLEMENTED IN COLOMBIA AS OF JANUARY 1, 2027

    Decree 1271 of 2024 incorporated IFRS 17 Insurance Contracts into the Colombian regulatory framework, a standard that establishes the principles for the recognition, measurement, presentation, and disclosure of issued insurance contracts, as well as certain reinsurance and discretionary participation investment contracts.

    The Group does not issue insurance contracts or investment contracts with discretionary participation features; consequently, it does not anticipate any impacts resulting from the adoption of this standard. However, the Group will continue to conduct analyses and monitor regulatory developments to ensure proper compliance once the standard becomes effective in Colombia on January 1, 2027.

  3. STANDARDS ISSUED BY THE IASB NOT YET ADOPTED IN COLOMBIA

    OECD Pillar Two Rules - Amendments to IAS 12

    In 2024, the IASB issued amendments to IAS 12 that provide temporary relief regarding the recognition and disclosure of deferred taxes related to legislation implementing the OECD's Pillar Two rules. Although these amendments have not yet been incorporated into the Colombian technical framework, the Company has applied the minimum effective tax rate of 15% established in local regulations since 2023 and, in line with this relief, does not recognize deferred taxes associated with this tax. No additional impacts arising from the amendments issued by the IASB have been identified.

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

    On May 30, 2024, the IASB issued amendments to IFRS 9 and IFRS 7, effective as of January 1, 2026, primarily related to the classification, measurement, and disclosures of financial instruments. The Company evaluated these amendments and did not identify any material impacts on its financial statements.

    IFRS 18 - Presentation and Disclosure in Financial Statements

    IFRS 18 replaces IAS 1 and introduces changes to the structure of the income statement, aggregation and disaggregation principles, and disclosures for management-defined performance measures. It is scheduled to take effect on January 1, 2027, subject to its incorporation into the Colombian technical framework. The company has not early adopted this standard and will assess its impact in due course once it is formally incorporated.

    IFRS 19 - Subsidiaries without Public Accountability: Disclosures

    The standard allows eligible subsidiaries to apply reduced disclosure requirements while maintaining the measurement and recognition principles of full IFRS. Its application is voluntary and is expected to be effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted.

    The Group will analyze potential eligibility and the advisability of its application once the standard is adopted in Colombia. During 2025, the Group did not early adopt any standards or amendments issued by the IASB.

  4. INTERNATIONAL ACCOUNTING STANDARDS BOARD (IASB) STANDARDS - CLIMATE CHANGE

The IASB has issued educational materials and developed projects related to the consideration of climate risks in the preparation of financial statements in accordance with IFRS. The group assesses these risks in accordance with the general requirements of IFRS, and to date, no material impacts on the financial statements have been identified.

NOTE 5. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

In applying accounting policies, management must make judgments, estimates, and assumptions about the future, including climate-related risks and opportunities that affect the figures reported in the separate financial statements. The associated estimates and assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.

Relevant underlying estimates and assumptions are reviewed regularly by management and are consistent with the company's risk management and climate-related commitments where applicable. Revisions to accounting estimates are recognized in the period of the revision if it affects only that period, or in future periods if the revision affects both the current period and subsequent periods.

The Group makes estimates and assumptions regarding the future. The resulting accounting estimates will, by definition, rarely equal actual results.

  1. Significant judgments in applying accounting policies that do not present a significant risk of materially affecting the next period

    In accordance with paragraph 122 of IAS 1 Presentation of Financial Statements, the following are the judgments made by management during the application of accounting policies that have a significant effect on the amounts recognized in the separate financial statements. These judgments are distinct from the estimates referred to in paragraph 125 of the same IAS, as management does not believe they present a significant risk of causing material adjustments in the subsequent accounting period.

    1. Cash-Generating Units

      When performing impairment tests on non-financial assets, assets that do not individually generate cash inflows that are largely independent of the cash flows generated by other assets or groups of assets must be grouped with the cash-generating unit to which the asset belongs, which is the smallest identifiable group of assets that generates cash inflows for the group; that is, to a large extent, independent of the cash flows derived from other assets or groups of assets. Management uses its judgment in determining the Cash-Generating Units for the purposes of impairment testing, in accordance with the provisions of IAS 36 Impairment of Assets.

      Cash-Generating Units (CGUs) were identified based on the businesses operating within the group, such as Generation, Transmission and Distribution, Marketing, and Internet. Considering the significance of each business and its ability to generate cash flows, the CGUs are associated with each business.

      To strengthen their businesses, Celsia and its subsidiaries determine the allocation of capital to be invested by business unit and conduct their analyses of return on investment from the same perspective. For the purposes of analyzing whether to remain in a business, the company always considers the sector in which it operates rather than individual assets. However, each business analyzes its UGEs independently, based on the grouping of assets or businesses that synergistically contribute to the group.

    2. Determination of the lease term for contracts with renewal options and leases whose term is automatically extended at the end of the original term

      Determining the lease term requires judgment on the part of management, particularly in contracts that include automatic renewal or extension options. In such cases, the Group assesses whether it is reasonably certain that these options will be exercised, taking into account economic incentives, historical experience, and the expected use of the asset. Changes in these assessments may affect the carrying amounts of right-of-use assets and lease liabilities.

    3. Current Income Tax

      Celsia and its subsidiaries recognize current income tax amounts in the consolidated financial statements given the volume of operations. The determination of current income tax is based on management's best interpretation of applicable laws and best practices in the jurisdictions in which it operates. The reasonableness of this estimate depends on management's ability to integrate complex tax and accounting standards and to consider changes in applicable laws.

      Uncertain tax positions are situations where the tax treatment is unclear, either because there are no explicit regulations on the matter or because there are differing judicial and doctrinal interpretations of the applicable treatment, making it impossible to legally guarantee the taxpayer's course of action. Celsia and its subsidiaries may face uncertain tax positions primarily regarding the deductibility of certain expenses or the differential treatment of certain income in tax returns. To date, no provision has been recognized for uncertain tax positions classified as remote or possible in the legal proceedings initiated by the relevant entity. The probability analysis is based on expert opinions and the interpretation of current tax regulations in the applicable jurisdiction.

    4. Pension Plans and Other Defined Post-Employment Benefits

      The liability for pension plans and other post-employment benefits is estimated using the projected unit credit method, which requires the use of financial and demographic assumptions, including but not limited to the discount rate, inflation rates, expected salary increases, life expectancy, and employee turnover rates. The estimation of the liability, as well as the determination of the values of the assumptions used in the valuation, is performed by an independent external actuary, taking into account market conditions existing as of the measurement date.

      Given the long-term nature of these benefit plans, the estimates are subject to a degree of uncertainty. The determination of actuarial assumptions requires the use of professional judgment; any change in actuarial assumptions directly impacts the value of the pension and other post-employment benefit obligations.

    5. Fair value of financial instruments and financial derivatives that are not Level 1

Celsia and its subsidiaries use assumptions that reflect the most reliable estimate of the fair value of financial instruments, including financial derivatives, for which there is no active market or no observable market price, using valuation techniques that are widely recognized in the market. Fair value measurements are performed using a fair value hierarchy that reflects the significance of the inputs used in the measurement (Note 2 - Statement of Compliance and Basis of Presentation). For Level 2 and Level 3 inputs, management must apply its judgment to select the appropriate valuation method for the asset or liability being measured and maximize the use of observable variables. The assumptions are consistent with market conditions as of the measurement date and the information that market participants would consider in estimating the instrument's price. Management considers that the selected valuation models and the assumptions used are appropriate for determining the fair value of financial instruments. Notwithstanding the foregoing, the inherent limitations of valuation models and the parameters required by these models may result in the estimated fair value of an asset or liability not exactly matching the price at which the asset or liability could be delivered or settled on the measurement date.

In addition, changes in internal assumptions and the rates used in the valuation can significantly affect the fair value of financial derivatives. These instruments are valued on a monthly basis.

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