Energy Solar Tech, S.a.BME: ETC

Annual results 2025 (17 MB)

· Issued by Energy Solar Tech, S.a.

Madrid, March 20th 2026

Energy Solar Tech, S.A. (hereinafter, 'Energy Technologies' or the 'Company'), pursuant to the provisions of Article 17 of Regulation (EU) No. 596/2014 on market abuse and Article 227 of Law 6/2023, of 17 March, on the Securities Market and Investment Services and related provisions, as well as Circular 3/2020 of the BME Growth segment of BME MTF Equity ('BME Growth'), hereby notifies the market of the following:

OTHER RELEVANT INFORMATION

The Company hereby informs the market of the financial information on the consolidated results for financial year 2025 of the Energy Technologies Group, which have been subject to independent audit with an unqualified opinion as of 19 March 2026.

EXECUTIVE SUMMARY

The Group achieved record results in the 2025 financial year:

  • Revenue amounted to €81.2 million (+30% vs. 2024).

  • Adjusted EBITDA amounted to €11.1 million (+57% vs. 2024), after adjusting for extraordinary impacts arising from:

    • The impact of the failure at the REE interconnection node of the Valdelugo Wind Farm, amounting to €1.7

      million

    • Workforce restructuring and legal expenses of €0.615 million

    • Fees and expenses associated with the international market expansion process amounting to €0.08 million

  • Reported EBITDA amounted to €8.6 million (+23% vs. 2024), demonstrating the business's ability to generate cash

    and profit even during periods affected by significant extraordinary adverse impacts.

  • Total liabilities decreased by €9.5 million (-22% vs. 2024), representing a highly material improvement in the Group's financial structure and a clear strengthening of the balance sheet as a result of enhanced cash management, debt reduction and supplier renegotiation, significantly improving the Group's working capital compared to the previous financial year.

  • Bank debt was reduced by €3.3 million, strengthening solvency and improving the Group's risk profile.

    This discipline enables the Group to continue progressing even in a demanding environment, characterised by historically low wholesale prices, elevated interest rates and a sector undergoing restructuring. The year 2025 has been a decisive transition year, in which we consolidated our structure into four verticals: Outsourcing, Generation, Projects & Construction and Manufacturing, thereby strengthening our execution capabilities. The commissioning of the León factory required investment and had a temporary impact on the financial year. Since its entry into operation in the third quarter, the ramp-up has driven the new Manufacturing division and its contribution to results. On this basis, the Group is moving towards a new phase of greater growth, profitability and internationalisation, supported by a more robust and fully operational structure.

    All of the above has occurred in parallel with:

  • a record level of work in progress (with peaks reaching €17 million), and

  • a contract backlog exceeding €50 million, thereby securing business growth for the coming year. During 2025, the Group undertook the following actions:

    Context of the strategic decisions adopted during the 2025 financial year in accordance with the strategic plan. During the 2025 financial year, the energy sector in Spain was affected by:

  • A recovery process following the impact experienced during 2024. Among the main factors were the decline in energy prices to historically low levels and the increase in interest rates, which in September 2023 reached levels not seen since 2008, adding pressure to the financial position of a highly leveraged sector.

  • Although the average wholesale energy price in 2025 was slightly higher than in 2024, the year was characterised by extreme volatility and a significantly deteriorated operating environment, with recurring "curtailments" or production cuts, grid congestion and blackout events, which limited the sector's ability to capture those prices. The combination of regulatory pressure, grid constraints and unpredictable prices has led several competitors into situations of financial distress, including insolvency proceedings and forced mergers.

  • The evolution of wholesale energy prices in 2025 was marked by exceptional volatility, reflecting a highly stressed market. The months of April and May recorded unusually low prices as a result of a combination of factors: highly favourable weather conditions that boosted renewable generation-particularly solar-reduced demand due to mild temperatures, and occasional declines in natural gas prices. In contrast, January, February and June showed significant price increases, driven by seasonal demand growth-including record heat in June-the rise in CO₂ emission allowance prices, and increases in gas costs at different points throughout the year. These periods of high prices coincided with production outages at the wind farm, limiting the ability to capture those prices and negatively impacting EBITDA. In the second half of the year, the market deteriorated again, with prices 20% lower than in the same period of 2024. This dynamic was compounded by the withdrawal of tax incentives, episodes of reduced renewable production, shutdowns at nuclear plants, and the impact of geopolitical tensions, all of which added uncertainty and further pressure to energy markets.

  • In addition, an increase in "curtailment" or production cuts was recorded, a trend that intensified following the blackout on 28 April and which responds to instructions from Red Eléctrica to limit generation during periods of excess supply or to balance non-dispatchable production with technologies that provide system stability, such as natural gas.

    In this context, the Group's strategy during the 2025 financial year has focused on ensuring profitable and sustained growth, prioritising the allocation of resources towards business lines with higher profitability and expansion potential. At the same time, efforts have been made to promote balanced growth across all areas of activity and to strengthen the strategic evolution of our value proposition to the market.

    From an operational perspective, the Group has undertaken a process of restructuring and team renewal in line with the continued professionalisation of management and the firm decisions arising from compliance investigations. This process has involved the renewal of key executive positions and the associated teams.

    The incorporation of new senior management and middle management with higher levels of capability, training and experience has strengthened the organisation's ability to drive its transformation towards the objectives defined in the new five-year strategic plan.

    This renewal has been very positively integrated with the existing workforce, fostering greater internal alignment, improving collaboration and increasing productivity levels. This has enabled progress in the Group's value proposition to customers, enhancing the perceived quality of services and consolidating the training and specialisation of teams.

    As a result, the Group has achieved sustained positive cash flow, has significantly increased the volume of contracted business for the next 12 months, optimised the use of its resources, and strengthened the quality, cohesion and integration of its teams.

    In parallel with the priorities outlined above, the Group has continued its innovation and development process, incorporating new business lines arising from its strategic evolution, while strengthening the value proposition of its existing areas and consolidating the resilience and growth capacity of its business model. Within this framework, the Group is decisively advancing towards the consolidation of a business underpinned by technology and by a high level of technical and operational expertise applied to the energy industry, leveraging energy generated in processes and technological applications that enhance its value, profitability and growth potential.

    As a result of this transformation, the Group has evolved and integrated its brands, and will focus its efforts on the following four business lines:

  • Energy Technologies Outsourcing - Development, ownership and operation of revenue-generating energy assets and distributed Data Centres.

    • Operation of distributed generation plants and comprehensive energy supply for industrial and/or high-consumption clients, achieving significant improvements in the energy efficiency of their operations.

    • Operation of modular distributed Data Centres powered by energy from our generation assets. In this area, a pilot modular data centre project has been developed at the Valdelugo Wind Farm, serving as a benchmark for the integration of this type of infrastructure in renewable generation environments. This modular model enables optimisation of timelines, costs and quality, ensuring optimal performance from the outset and positioning the Group at the forefront of the convergence between energy and digital technology.

  • Energy Technologies Projects & Construction - Design, engineering and construction of high-value energy projects both for the energy industry and for the industrial, commercial and technological sectors.

    • Design, engineering and construction of multi-technology power generation plants, substations, electricity transmission and storage infrastructure, as well as the provision of comprehensive services for the energy industry.

    • Design, engineering and construction of energy infrastructure tailored to clients in the industrial, commercial, technological and healthcare sectors, among others.

    • Design, engineering and construction of traditional Data Centres, together with the development of advanced and specialised energy solutions for such infrastructure.

  • Energy Technologies Manufacturing - Manufacturing of integrated energy solutions with high strategic value, suitable for industrialisation and export.

    • Design, engineering and manufacturing of modular electrical substations and all associated components.

    • Design, development and manufacturing of modular Data Centre solutions for distributed systems with physical redundancy, leveraging our advanced capabilities in modular technical construction.

  • Energy Technologies Generation - Development of centralised energy generation assets for profitability.

    In this regard, the investment focus for the next financial year will be primarily directed towards the deployment of distributed Data Centres and the growth of the projects, construction and manufacturing business lines, given that these areas offer greater profitability and growth potential than traditional energy outsourcing or centralised generation, particularly in the current context of price volatility.

    In parallel, the new business areas have already begun to deliver results during 2025, with contracts signed for an amount exceeding €15 million in next-generation solutions, and with the launch of the first distributed Data Centre pilot, which will serve as a benchmark for future developments.

    This strategic evolution has been accompanied by the necessary organisational transformation and the strengthening of the Group's key capabilities, with the aim of continuing to drive the evolution of our business model. This model is underpinned by our strong engineering capabilities and our highly specialised manufacturing processes, as well as by the ownership and operation of energy generation and technological assets. At this stage of evolution, the following initiatives have been implemented and completed during the 2025 financial year:

  • Organisational restructuring, aimed at renewing talent to successfully address this new phase of growth and incorporating new executive profiles. This renewal is strengthening our professional capabilities and ensuring a structure capable of successfully managing a more ambitious and complex phase, which requires a high level of specialisation, adaptability, training and leadership.

  • Expansion of our manufacturing capabilities for innovative solutions in modular technical construction, including substations, Data Centres and high-capacity digital protection systems. The new León plant integrates facilities and logistics for manufacturing, storage and showroom purposes, specialising in the design, assembly and commissioning of modular solutions and Data Centres. Meanwhile, the long-established A Coruña plant will continue to focus on the production of basic electrical components (power, control and auxiliary panels, etc.), equipment integration and the development of all basic and detailed engineering for large-scale electrical projects, thereby consolidating the company's industrial and technological capabilities.

  • Expansion of our corporate headquarters, with the opening of a new, more modern, functional and spacious facility, fully operational since the second quarter of 2025, which will enable us to continue attracting the best talent in the market.

These strategic decisions are essential to support and ensure the Group's future growth and development, evolving our

capabilities to undertake a new growth cycle.

In essence, the 2025 financial year has represented a significant transformation of the Group, capitalising on a demanding competitive environment to expand our portfolio, strengthen talent, enhance our operational capabilities and advance the consolidation of the strategic pillars that will underpin the Group's growth in the coming years.

Results for the 2025 financial year

Within the current strategic and market context, the Group (the Company and its subsidiaries) has achieved a 1.3x increase in revenue, reaching €81,154,220, representing a historic record and highlighting the success of the synergies achieved among the Group's business units and its sound strategic approach. A unique, resilient and profitable model.

With regard to EBITDA for 2025, this stood at €8.6 million, representing an increase of 20% compared to the 2024 financial year, although slightly below the Group's forecasts and the targets set in the Strategic Plan. The main cause of this deviation was the lower performance of the Valdelugo Wind Farm, with an estimated impact of €1,736,385 on EBITDA for the period, associated with technical incidents and equipment failures, as well as other external factors beyond the Company's control.

The deficient management by the previous operator caused additional delays in the re-energisation of the wind farm, which had a temporary impact on the year's results. As previously communicated, the Company has brought the management of the wind farm in-house, with the transition completed in the final months of the financial year.

The strength of the Group's revenue and EBITDA, despite the aforementioned adverse factors, is underpinned by an appropriate business diversification policy, management flexibility and sustained investment in tangible assets carried out in recent years, which has remained consistent throughout 2025. The gross value of production assets on the balance sheet has reached

€33,760,585.

The Group's gross financial debt continued its downward trajectory, decreasing by €0.8 million compared to the previous financial year. Gross financial debt amounts to €14,006,047, representing a ratio of 1.63x EBITDA and 0.29x equity, thereby enabling additional leverage capacity focused on the development of new assets and projects for 2026 and 2027.

Net financial debt amounts to €7,052,749, representing a ratio of 0.82x EBITDA. €1 million of legacy high-cost debt has been refinanced, enabling a reduction in financial expenses and an extension of the average maturity of the debt. Additionally, at year-end, a one-off drawdown of a €1.7 million credit line was made, associated with a €2 million financial asset. On a net basis, gross financial debt has decreased, maintaining a solid structure aligned with the Group's growth plan.

Euros

2025

2024

Change

2025 vs. 2024

Revenue

81,154,220

63,376,946

1.3x

EBITDA

8,586,041

7,056,648

1.2x

Net financial debt

7,052,749

5,348,429

30%

Change

Euros

31/12/2025

31/12/2024

31/12/2025 vs.

31/12/2024

Generation Assets

33,760,585

33,585,922

1%

Corporate assets

19,500,000

19,500,000

=

Equity

48,246,235

46,146,251

5%

Gross financial debt

14,006,047

14,807,875

-5%

Key impacts on the income statement for 2025

Set out below are the main impacts of the market environment during the 2025 financial year, together with their quantification:

  1. Wholesale energy market prices:

    The evolution of wholesale energy prices in Spain during 2025 was characterised by high volatility. In the first half of the year, the episodes of exceptionally low prices recorded in April and May were primarily driven by highly favourable weather conditions for renewable generation, particularly solar, subdued demand due to mild temperatures, and a temporary decline in natural gas prices. In the second half of the year, prices were 20% lower compared to the same period in 2024. This was compounded by the withdrawal of certain tax incentives, occasional decreases in output from some renewable plants, scheduled shutdowns of nuclear power stations, and the impact of various geopolitical tensions, all of which added uncertainty and further pressure to energy markets.

    MONTH

    OMIE -25

    OMIE -24

    Change

    January

    96.69

    74.10

    30%

    February

    108.31

    40.00

    171%

    March

    53.03

    20.28

    161%

    April

    26.81

    13.67

    96%

    May

    16.93

    30.40

    -44%

    June

    72.60

    56.08

    29%

    July

    70.01

    72.31

    -3%

    August

    68.45

    91.05

    -25%

    September

    61.04

    72.62

    -16%

    October

    75.78

    68.54

    11%

    November

    58.65

    104.43

    -44%

    December

    77.91

    111.24

    -30%

    AVERAGE 65.52 62.89

  2. Failures and incidents in the centralised generation division:

    During the 2025 financial year, the Valdelugo Wind Farm recorded performance below expectations, which had a significant

    impact on the Group's consolidated EBITDA. In January and February, the wind farm experienced an interconnection failure.

    Subsequently, between March and May, it was affected by the decline in the average wholesale price per MW, as a result of heavy rainfall and high national hydroelectric production.

    In addition, other minor technical incidents, together with deficiencies in external management and maintenance scheduling, led to delays in the re-energisation of the wind farm, further exacerbating the negative impact on the evolution of results.

    The negative impact arising from extraordinary outages beyond the Group's control at the Valdelugo Wind Farm, amounting to an estimated €1,736,385, has already been explained in previous disclosures, as well as in the presentation of the half-year results.

  3. Start-up costs of the León factory

    During the 2025 financial year, the "external services" line increased as a result of the commissioning of the new facility in León. In this initial phase, and until full operational capacity is reached, costs were higher than usual as they were concentrated in logistics and distribution activities associated with the start-up of operations.

    Looking ahead to 2026, once operations have stabilised, these costs are expected to normalise.

    DETAILED INFORMATION ON THE COMPANY'S PERFORMANCE DURING THE 2025 FINANCIAL YEAR

    With regard to the activity during the 2025 financial year and the detailed evolution of the main business indicators, the following should be highlighted:

    FINANCIAL POSITION STATEMENT

    Evolution of the Company's assets: Continuous investment in new assets is essential to the business, as the recurrence and sustainability of revenues depend directly on the ownership of the assets that generate the Company's core activity. Unlike other models that do not require a significant volume of productive assets to generate income, our model is simple and transparent: the generation of recurring revenues and margins is underpinned by full ownership of various production assets. In this context, the evolution of the main asset items has been as follows:

    1. Assets in operation: technical installations in operation amount to €33,760,585. This figure is expected to increase in the first half of 2026 following the completion of two significant investments related to energy outsourcing and centralised generation.

    2. Goodwill: following the acquisition of companies in 2023, in accordance with applicable accounting standards (amortisation over 10 years), an amortisation charge of €2,883,680 has been recognised in the 2025 financial year. It should be noted that this amount recorded in the income statement does not represent a cash outflow for the Group.

    3. Trade receivables: the amount of trade receivables in 2025 increased by €1,620,150 compared to December 2024, reaching €7,888,097. It should be noted that, as in previous years, receivables associated with this type of project have

      an average collection period of 60 days, whereas those corresponding to the energy outsourcing business line have a lower impact, as their average collection period remains at 7 days.

    4. Cash: cash available as at 31 December 2025 amounts to €3,452,527, representing a decrease compared to the previous year-end. This development is mainly explained by the strong increase in activity during the period, which has led to higher working capital requirements, particularly due to the increase in work in progress. In addition, the reduction in cash is also related to the process of reducing the Group's liabilities, which decreased by €9,481,882, equivalent to 22% compared to the previous financial year, as a result of the reduction in commercial and financial obligations, including the repayment of approximately €3.3 million of debt with credit institutions during the year. In this context, the lower cash position at year-end reflects the combined effect of the operational growth of the business and the effort made to reduce the Group's obligations. Energy Solar Tech recorded a cash outflow of €250,000 to provide liquidity to the liquidity provider, following significant share sales by Abel Martín Sánchez and Alberto Torrego López, who, as disclosed in the relevant significant shareholding notifications (OIRs), have sold at least 366,056 shares of which the Company is aware.

Equity: the Company maintains a prudent policy in terms of the financing structure of the assets underpinning its activity. In this context, equity is crucial to ensuring solvency and financial balance. The Group's equity has remained stable compared to the previous financial year, exceeding €48.2 million, thereby maintaining a level of financial strength that stands out relative to comparable companies in the sector.

Liabilities: in the 2025 financial year, total liabilities amounted to €33,418,656, compared to €42,900,538 in the previous year, representing a reduction of €9,481,882 and, in relative terms, a decrease of 22%. This development reflects the reduction in the Group's financial and operating obligations, both in the short and long term, thereby strengthening its financial position. In this context, the financing structure remains solid and balanced, supported by the recurring capacity to generate revenues and the stability of margins achieved during the year.

  1. Debt with credit institutions: during 2025, principal repayments amounted to €3.3 million. At the same time, a new loan of €1 million was formalised and drawdowns of €1.75 million were made under credit lines, primarily to support increased activity and temporary working capital requirements associated with work in progress. As at the end of the 2025 financial year, total debt with credit institutions amounts to €13.3 million, of which €7.1 million corresponds to the project finance associated with the Valdelugo Wind Farm. The ratio of gross financial debt to equity stands at 0.29.

  2. Suppliers: accounts payable total €13 million, of which 95% corresponds to suppliers. The Suppliers balance stood at €12,948,000 at the end of the 2025 financial year, compared to €21,667,587 in the previous year, representing a reduction of €8,719,587 (-40%). This variation is framed within the decrease observed in the line item "Trade and other payables", which decreased from €23,322,082 to €14,913,624, and reflects the evolution of obligations arising from ordinary business activity, as well as the payment management carried out during the year. Despite this reduction, suppliers continue to represent the main component of the Group's trade liabilities, maintaining a direct relationship with the level of activity and the recurring operations of the business. In addition, the average payment period to suppliers, which exceeds the average collection period from customers by 30 days, contributes to efficient working capital management and supports the short-term cash position

INCOME STATEMENT

During the 2025 financial year, the Company reported the following revenue and EBITDA figures:

Euros

2025

2024

Change

2025 vs. 2024

Revenue

81,154,220

63,376,946

1,3x

EBITDA

8,586,041

7,056,648

1,2x

During the 2025 financial year, the Company's performance was characterised by significant revenue growth, increasing by

1.3x compared to the previous financial year, and by an improvement in EBITDA, in line with the Strategic Plan when excluding the impact of Valdelugo, as well as certain non-recurring and exceptional costs incurred in 2025, mainly associated with workforce restructuring, new hires, the evolution of the management team, certain legal expenses amounting to €615,000, and certain fees and expenses linked to the international market expansion process amounting to €78,000, resulting in an adjusted EBITDA of approximately €11.1 million.

Euros 2025

Adjusted EBITDA 11,100,000

These results reflect the strength of the Group's business model, supported by organic growth and recurring revenues. A detailed analysis of the main income statement items is set out below in order to explain the factors that have influenced the evolution of results.

The breakdown of the main business metrics is as follows:

  1. Revenue: The Group's revenue increased by 1.3x compared to the 2024 financial year, driven by organic growth in the Projects & Construction business line and by the recurrence of revenues from the Outsourcing business line. This business model has enabled the Group to maintain a solid and consistent performance, even in a context characterised by high volatility in energy prices, demonstrating notable resilience in this metric.

  2. Change in inventories: During the 2025 financial year, the increase in revenue and in the volume of projects executed required higher inventory consumption, resulting in a decrease in this item compared to the 2024 financial year.

  3. Personnel expenses: During the 2025 financial year, personnel expenses increased compared to the previous year. This trend is mainly explained by the increase in activity, which involved a significant volume of new projects compared to prior years, as well as strategic decisions to strengthen and transform the organisation in order to implement a new five-year growth plan.

  1. Depreciation and amortisation: of the total amount of €4,474,297, €2,883,680 corresponds to goodwill amortisation associated with acquisitions carried out in previous financial years, as previously noted, Spanish accounting standards require goodwill to be amortised over a 10-year period.

  2. Financial expenses: This item decreased compared to the previous financial year due to debt repayments exceeding

€3.3 million in 2025. The most significant financial expenses continue to be those associated with the wind farm's

project finance.

Finally, it should be reiterated that:

  1. During the 2025 financial year, the wholesale energy price (OMIE) stood at €65.52/MWh, compared to €62.89/MWh

    recorded in 2024. A monthly comparison of both years is set out below, illustrating the high level of volatility experienced:

    MONTH

    OMIE -25

    OMIE -24

    Change

    January

    96.69

    74.10

    30%

    February

    108.31

    40.00

    171%

    March

    53.03

    20.28

    161%

    April

    26.81

    13.67

    96%

    May

    16.93

    30.40

    -44%

    June

    72.60

    56.08

    29%

    July

    70.01

    72.31

    -3%

    August

    68.45

    91.05

    -25%

    September

    61.04

    72.62

    -16%

    October

    75.78

    68.54

    11%

    November

    58.65

    104.43

    -44%

    December

    77.91

    111.24

    -30%

    AVERAGE 65.52 62.89

  2. The wholesale price exhibited significant volatility during the first half of the year, while in the second half it showed a much more stable trend. Overall, the financial year closed with an average price of €65.52/MWh, broadly in line with 2024 levels.

As a result of the strategy implemented during 2025, the Group has continued to grow profitably, with positive cash generation, resource optimisation and strengthened organisational capabilities, enabling a reasonable expectation of meeting the established budget and maintaining this growth trajectory during the 2026 financial year.

The following information has been made available to the market on the Company's website: https://energysolartech.com/accionistasinversores/ and the following documentation is attached:

  1. Consolidated annual accounts for 2025 of Energy Solar Tech, S.A. and its subsidiaries, together with the corresponding audit report.

  2. Individual annual accounts for 2025 of Energy Solar Tech, S.A., together with the corresponding audit report.

  3. Report on the organisational structure and internal control system of Energy Solar Tech, S.A.

herein has been prepared under the sole responsibility of the Company and its directors. Yours faithfully,

Mr Alberto Hernández Poza Chief Executive Officer Energy Solar Tech

Consolidated Financial Statements

Energy Solar Tech, S.A. and subsidiaries



E j e r c i c i o 2 0 2 5



© Energy Technologies



ENERGY SOLAR TECH, S.A. AND DEPENDENT COMPANIES Audit report, Consolidated annual accounts as at 31 December 2025 and Management Report for the financial year 2025

Member of

ntea

Alliance of independent firms

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views opinions, the original language version of our report takes precedence over this translation

INDEPENDENT AUDIT REPORT ON CONSOLIDATED ANNUAL ACCOUNTS ISSUED BY AN INDEPENDENT AUDITOR

To the shareholders of ENERGY SOLAR TECH, S.A.:

REPORT ON CONSOLIDATED ANNUAL ACCOUNTS

Opinion

We have audited the consolidated annual accounts of ENERGY SOLAR TECH, S.A. (the Controlling Company) and its dependent companies (the Group), which comprise the consolidated balance sheet at 31 December 2025, the consolidated profit & loss statement, the consolidated statement of changes in net equity, the consolidated cash flow statement and the consolidated notes to the annual accounts for the year then ended.

In our opinion, the consolidated annual accounts attached present, in all material respects, a true and fair view of the Group's equity and financial position at 31 December 2025 and of its consolidated results and cash flows for the year then ended, in accordance with the applicable financial reporting framework (as identified in Note 2 to the consolidated annual accounts) and, in particular, with the accounting principles and rules contained therein.

Basis of the opinion

We have conducted our audit in accordance with Spanish auditing standards that are currently in force. Our responsibilities under those standards are described below in the Auditor's responsibility for its audit of consolidated annual accounts section of our report.

We are independent of the Group in accordance with both ethical and independence requirements, applicable to our audit of consolidated annual accounts in Spain as required by the regulations governing the auditing of accounts. In this regard, we have not provided any services other than auditing the accounts, nor have there been any situations or circumstances which, in accordance with the provisions of the aforementioned regulations, have affected and thereby compromised such required independence.

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



ENERGY SOLAR TECH, S.A. AND DEPENDENT COMPANIES

Key audit issues

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

Recognition of income

Description Recognition of income is a significant issue, particularly at year-end in relation to the appropriate timing of attribution, and we have therefore considered this as a key audit matter.

Our response

In response to this, we have performed, inter alia, the following audit procedures:

  • We obtained an understanding and assessment of the controls over internal control procedures that the Group has in place in the income recognition process.

  • We have obtained external confirmations for a sample of clients by performing, where necessary, alternative verification procedures by checking subsequent credits or back-up documentation.

  • We have performed substantive tests on a sample of recognised income.

  • A check has also been carried out as to whether transactions were recorded in the appropriate period.

  • We have assessed whether the information disclosed in the consolidated annual accounts complies with the requirements of the applicable financial reporting framework.

Valuation of stocks in progress

Description As indicated in Notes 4 and 8 to the consolidated annual accounts attached, the costs incurred, including estimated margins based on the degree of progress and specific circumstances of each ongoing project, are attributed as work in progress. Income recognition is related to transfer of control over each asset (project) to the client in fulfilment of previously signed contracts. This transfer of control occurs at certain points during the project's execution (milestones). Due to the high degree of judgment inherent to these estimates, this aspect has been considered as a key issue in our audit.

2



ENERGY SOLAR TECH, S.A. AND DEPENDENT COMPANIES

Our response

In response to this, we have performed, inter alia, the following audit procedures:

  • We have obtained an understanding and assessment of the controls over internal control procedures that the Group has in place in the valuation process of stocks in progress.

  • We have obtained economic information for each of the projects recognised as stocks (work) in progress.

  • We performed control testing related to costs incurred in connection with project execution milestones, including the evaluation of estimates regarding the degree of project progress based on the information obtained and verified through controls.

  • We have performed detailed tests of the costs attributed to projects recognised as stocks (work) in progress.

  • A study was also carried out on a case-by-case basis on estimates of the degree of project compliance and progress on the basis of the information obtained.

  • We have assessed whether the information disclosed in the consolidated annual accounts complies with the requirements of the applicable financial reporting framework.

Value impairment of non-current assets

Description As indicated in Notes 4 and 7 to the consolidated annual accounts attached, the Group has recognised, as part of its property, plant and equipment, a wind farm appraised at 17,837 thousand euros at 31 December 2025. The Group assesses at year-end whether or not there is any indication of impairment in assets treated as a single cash-generating unit, for the purpose of determining their recoverable amount. Due to the high degree of judgment, the uncertainty associated with such assessments and the significance of the net book value of property, plant and equipment, this has been considered a key audit matter.

Our response

In response to this, we have performed, inter alia, the following audit procedures:

  • We have obtained an understanding and assessment of the controls over internal control procedures that the Group has in place in the recoverability assessment process for the wind farm.

  • We have analysed recoverability of the Group's wind farm assets through the fulfilment of its business plan, analysing each of the estimated future cash flows that the Group expects to generate.

    3



    ENERGY SOLAR TECH, S.A. AND DEPENDENT COMPANIES

    • We have assessed whether the information disclosed in the consolidated annual accounts complies with the requirements of the applicable financial reporting framework.

Other information: Consolidated management report

Other information comprises exclusively the consolidated management report for the year ended 31 December 2025, the preparation of which is the responsibility of the Controlling Company's directors and does not form an integral part of the consolidated annual accounts.

Our audit opinion on the consolidated annual accounts does not cover the consolidated management report. Our responsibility for the consolidated management report, as required by auditing regulations, is to assess and report on the consistency of the consolidated management report with the consolidated annual accounts, based on our knowledge of the Group obtained in the course of our audit of the consolidated annual accounts, and to assess and report on whether the content and presentation of the consolidated management report comply with applicable regulations. If, based on our work, we conclude that material misstatements exist, we are required to report them.

On the basis of our work, as described in the previous paragraph, the information contained in the consolidated management report is consistent with that of the consolidated annual accounts for the year ended 31 December 2024 and its content and presentation comply with applicable regulations.

Responsibility of the Controlling Company's directors and of the audit committee for the consolidated annual accounts

The Controlling Company's directors are responsible for the preparation of the consolidated annual accounts attached so that they provide a true and fair view of the consolidated equity, financial position and results of the Group, in accordance with the regulatory financial reporting framework applicable to the Group in Spain, and of any internal control deemed necessary to prepare the consolidated annual accounts free of any material misstatement, due to fraud or error.

In preparing the consolidated annual accounts, the directors of the Controlling Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as appropriate, going concern matters and using the going concern accounting principle unless the directors intend to liquidate the Group or to cease operations, or there is no realistic alternative.

The audit committee of the Controlling Company is responsible for overseeing the process of preparing and presenting the consolidated annual accounts.

Auditor's responsibility for its audit of consolidated annual accounts

Our objectives are to obtain reasonable assurance that the consolidated annual accounts as a whole are free of any material misstatement, due to fraud or error, and to issue an audit report that includes our opinion.

4



ENERGY SOLAR TECH, S.A. AND DEPENDENT COMPANIES

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

As part of an audit in accordance with current regulations governing the auditing of accounts in Spain, we apply our professional judgment and remain professionally sceptical throughout the audit. Also:

  • We identify and assess the risks of material misstatement in the consolidated annual accounts, due to fraud or error, design and perform audit procedures as a response to such risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement due to fraud is higher than for a material misstatement due to error, as fraud may involve collusion, forgery, intentional omissions, deliberate misstatements, intentional misrepresentations, or the circumvention of internal control.

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

  • We assess the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Controlling Company's directors.

  • We reach a conclusion on the appropriateness of how the Controlling Company's directors have used the going concern accounting principle and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to express a qualified opinion. Our conclusions are based on evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group to cease to be a going concern.

  • We assess the overall presentation, structure and content of the consolidated annual accounts, disclosures included, and whether the consolidated annual accounts represent the underlying transactions and events in such a way as to provide a true and fair view.

  • We planned and performed the group audit to obtain sufficient and appropriate evidence regarding the financial information of the entities or business units within the Group, as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and review of the work performed for the purposes of the group audit. We are solely responsible for our audit opinion.

We communicate with the audit committee of the Controlling Company regarding, inter alia, the scope and scheduled timing of the audit and significant audit findings, as well as any significant deficiencies in internal control identified in the course of the audit.

5



ENERGY SOLAR TECH, S.A. AND DEPENDENT COMPANIES

We also provide the audit committee of the Controlling Company with a statement of compliance with applicable ethical and independence requirements, and have communicated with the audit committee to report matters that could reasonably threaten our independence and, where appropriate, related safeguards.

Among the issues that have been reported to the audit committee of the Controlling Company, we have identified those of greatest significance in our audit of the consolidated annual accounts for the current period and which, consequently, constitute key audit issues.

We describe these matters in our audit report unless legal or regulatory provisions prohibit us from publicly disclosing the matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Additional report to the audit committee

The opinion expressed in this report is consistent with our additional report to the audit committee of the Controlling Company dated 19 March 2026.

Term of office

The General Shareholders' Meeting held on 20 May 2025 appointed us as auditors for a three-year term, as of the year ended 31 December 2025.

Previously, we were appointed further to a resolution adopted by the General Shareholders' Meeting for a three-year term and have been auditing the accounts on an uninterrupted basis since the financial year ended 31 December 2020.

AUREN AUDITORES SP, S.L.P.

Registered at the Official Register

of Chartered Accountants (ROAC) No. S2347

Original signed in Spanish by Juan José Jaramilo Mellado ROAC Member No. 15631

March 19, 2026

6



Consolidated Financial Statements

Energy Solar Tech, S.A. and subsidiaries



E j e r c i c i o 2 0 2 5



© Energy Technologies

Index

Consolidated Statement of financial position (Balance sheet) 3

Consolidated profit and loss account 5

Consolidated statement of recognised income and expenses 6

Consolidated statement of changes in Equity 7

Consolidated statement of cash flows 8

Notes to the consolidated financial statements 9

Note 1. Introduction and general information 9

Note 2. Basis of presentation of the consolidated financial statements 10

Note 3. Proposed distribution of profits 13

Note 4. Recognition and measurement policies 13

Note 5. Business combinations 20

Note 6. Intangible assets 22

Note 7. Property, plant and equipment 23

Note 8. Inventories 25

Note 9. Trade and other receivables 25

Note 10. Cash and cash equivalents 26

Note 11. Equity 26

Note 12. Financial assets and liabilities 29

Note 13. Trade and other payables 33

Note 14. Provisions 34

Note 15. Tax situation 34

Note 16. Revenue and expenses 36

Note 17. Transactions with related parties 38

Note 18. Environmental information 39

Note 19. Other information 40

Management report 42

Consolidated Statement of financial position (Balance sheet)

Asset

Reference

31/12/2025

31/12/2024

A) Non-current assets

54,482,597

56,970,162

Intangible assets

Note 6

20,146,444

23,089,998

Goodwill

20,022,722

22,906,402

Patents, licences and trademarks

4,080

-

Computer applications

87,003

150,039

Other intangible assets

32,639

33,557

Property, plant and equipment

Note 7

32,857,160

32,417,315

Technical installations, machinery, tools, furniture and other

fixed assets

28,750,760

29,995,223

Fixed assets in progress and advances

4,106,400

2,422,092

Non-current financial investments

Note 12

1,425,128

1,377,511

Equity instruments

36,167

32,141

Other financial assets

1,388,961

1,345,370

Deferred tax assets

Note 15

53,865

85,338

B) Current assets

27,182,294

32,076,627

Inventories

Note 8

13,597,720

17,622,609

Trade and other receivables

Notes 9, 12

7,888,097

6,267,947

Trade receivables for sales and services

7,425,889

4,233,192

Personnel

5,863

6,000

Other receivables

67,034

-

Other public administrations receivables

Note 15

389,311

2,028,755

Current financial investments

Note 12

2,203,590

1,000,192

Equity instruments

67,877

-

Debt securities

-

99,093

Derivatives

-

70,326

Other financial assets

2,135,713

830,773

Prepayments

40,360

23,805

Cash and cash equivalents

Note 10

3,452,527

7,162,074

TOTAL ASSETS (A+B)

81,664,891

89,046,789

The accompanying explanatory notes form an integral part of the consolidated balance sheet.

Equity

Reference

31/12/2025

31/12/2024

A) EQUITY

48,246,235

46,146,251

Share Capital

Note 11

80,854

80,854

Share premium

Note 11

44,285,791

44,285,791

Reserves

Note 11

4,070,205

3,568,841

Legal reserve

16,171

16,100

Other reserves

1,206,951

1,135,396

Consolidation reserves

2,847,083

2,417,345

Treasury shares

Note 11

(2,207,045)

(1,960,066)

Profit / (loss) for the year

2,163,095

425,248

Value adjustments

Note 12

(241,804)

(346,757)

Hedging transactions

(105,331)

(202,080)

Translation differences

(136,473)

(144,677)

External partners

Note 11

95,139

92,340

B) Non-current liabilities

10,157,973

12,717,416

Non-current provisions

Note 14

721,731

155,287

Non-current debts

Note 12

9,436,242

12,562,129

Debts with credit institutions

9,027,811

10,918,952

Financial lease liabilities

25,813

31,824

Derivatives

230,434

231,000

Other financial liabilities

152,184

1,380,353

C) Current liabilities

23,260,683

30,183,122

Current provisions

Note 14

190,723

12,442

Current debts

Note 12

8,144,805

6,820,746

Debts with credit institutions

4,275,565

2,971,371

Financial lease liabilities

4,853

4,420

Derivatives

271,933

-

Other financial liabilities

3,592,454

3,844,955

Trade and other payables

Note 13, 15

14,913,624

23,322,082

Trade payables

12,948,000

21,667,587

Sundry creditors

430,347

610,115

Personnel

596,740

397,339

Current liabilities for current tax

337,736

2,161

Public administration creditors

593,640

637,003

Advances from customers

7,161

7,878

Prepayments

11,531

27,851

TOTAL EQUITY (A+B+C)

81,664,891

89,046,789

The accompanying explanatory notes form an integral part of the consolidated balance sheet.

Consolidated profit and loss account

Reference

2025

2024

Revenue

Note 16

81,154,220

63,376,946

Sales

3,206,031

3,537,717

Rendering of services

77,948,189

59,839,229

Change in inventories

Note 8

(3,565,378)

8,567,261

Work performed by the company for its assets

Note 16

501,665

959,515

Cost of sales

Note 16

(55,360,196)

(53,498,520)

Consumption of goods

(6,543,148)

(6,966,684)

Consumption of raw materials and other consumables

(19,874,522)

(23,694,281)

Work carried out by other companies

(28,942,526)

(22,819,967)

Impairment of goods, raw materials and other cost of sales

-

(17,588)

Other operating income

Note 16

381,777

208,325

Personnel expenses

Note 16

(9,120,088)

(7,679,889)

Wages and salaries

(7,250,619)

(6,026,663)

Social security contributions

(1,869,469)

(1,653,226)

Other operating expenses

Note 16

(5,405,959)

(4,876,990)

External services

(4,772,624)

(4,248,620)

Taxes

(343,591)

(355,546)

Losses, impairment and changes in provisions for

commercial operations

Note 9

(287,308)

(272,681)

Other current operating expenses

(2,436)

(143)

EBITDA

Note 2

8,586,041

7,056,648

Depreciation and amortisation

Notes 6, 7

(4,474,297)

(4,473,064)

Impairment and result from disposals of fixed assets

Note 6

(96,534)

(21,634)

Other income

668,866

362,921

OPERATING RESULT

4,684,076

2,924,871

Financial income

Note 16

130,379

95,098

Financial expenses

Notes 12, 16

(1,043,943)

(1,285,018)

Exchange differences

Note 16

8,667

85,338

Other financial results

Note 16

(201,251)

(160,674)

Financial result

(1,106,148)

(1,265,256)

RESULT BEFORE TAX

3,577,928

1,659,615

Income tax

Note 15

(1,412,034)

(1,222,904)

CONSOLIDATED NET INCOME

2,165,894

436,711

Profit attributable to the parent company

2,163,095

425,247

Profit attributable to minority interests

2,799

11,464

The accompanying explanatory notes form an integral part of the consolidated income statement.

Consolidated statement of recognised income and expenses

Reference

2025

2024

A) RESULT OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

2,165,894

436,711

Income and expenses recognised directly in consolidated

Equity:

-

-

For valuation of financial instruments

95,926

(284,598)

Financial assets at fair value through Equity Note 12

95,926

(284,598)

Other income/expenses

-

-

For cash flow hedging

128,999

(18,371)

Grants, donations and legacies received

-

-

For actuarial gains and losses and other adjustments

-

-

For non-current assets and related liabilities held for sale

-

-

Translation differences

(11,605)

(59,770)

Tax effect

(32,250)

4,593

B) TOTAL INCOME AND EXPENSES RECOGNISED DIRECTLY IN CONSOLIDATED EQUITY:

181,070

(358,146)

Transfers to the consolidated profit and loss account:

-

-

For valuation of financial instruments

-

-

Available-for-sale financial assets

-

-

Other income/expenses

-

-

For cash flow hedging

-

-

Grants, donations and legacies received

-

-

For non-current assets and related liabilities held for sale

-

-

Translation differences

-

-

Tax effect

-

-

C) TOTAL TRANSFERS TO THE CONSOLIDATED PROFIT -

AND LOSS ACCOUNT:

-

-

TOTAL CONSOLIDATED INCOME AND EXPENSES

RECOGNISED

2,346,964

78,565

Consolidated income and expenses attributable to the parent

company

2,344,165

67,101

Consolidated income and expenses attributable to external

partners

2,799

11,464

The accompanying explanatory notes form an integral part of the consolidated statement of recognised income and expenses.



Energy Technologies Group Consolidated financial statements 2025

Consolidated statement of changes in Equity

Attributable to the shareholders of the parent company

Total equity

Share capital

Share premium

Reserves

Consolidated reserves

Treasury shares

Value adjustment

Translation differences

Net income

External partners

Balance as at 31 December 2024

46,146,251

80,854

44,285,791

1,151,496

2,417,345

(1,960,066)

(202,080)

(144,677)

425,248

92,340

Total recognised income and expenses

2,346,964

-

-

95,926

-

-

96,749

(11,605)

2,163,095

2,799

Other changes in Equity

(246,980)

-

-

(24,300)

429,738

(246,979)

-

19,809

(425,248)

-

Capital increases (Note 11)

-

-

-

-

-

-

-

-

-

-

Transactions with Treasury shares (net)

(9,847)

-

-

-

(9,847)

-

-

-

-

Increase (decrease) in Equity from

business combinations

-

-

-

-

-

-

-

-

-

-

Other increases or decreases

(237,133)

-

-

1,500,000

(1,519,809)

(237,132)

-

19,809

-

-

Distribution of results

-

-

-

(1,524,300)

1,949,547

-

-

-

(425,248)

-

Balance as at 31 December 2025

48,246,235

80,854

44,285,791

1,223,122

2,847,083

(2,207,045)

(105,331)

(136,473)

2,163,095

95,139

Attributable to the shareholders of the parent company

Total

equity

Share

capital

Share

premium

Reserves

Consolidated

reserves

Treasury

shares

Value

adjustment

Translation

differences

Net income

External

partners

Balance as at 31 December 2023

47,436,381

80,498

44,285,791

1,007,013

54,870

(635,954)

(188,302)

(84,907)

2,836,496

80,876

Total recognised income and expenses

78,565

-

-

(284,598)

-

-

(13,778)

(59,770)

425,247

11,464

Other changes in Equity

(1,368,695)

356

-

429,081

2,362,475

(1,324,111)

-

-

(2,836,496)

-

Capital increases (Note 11)

356

356

-

-

-

-

-

-

-

-

Transactions with Treasury shares (net)

38,020

-

-

-

-

38,020

-

-

-

-

Increase (decrease) in Equity from business combinations

-

-

-

-

-

-

-

-

-

-

Other increases or decreases

1,631,540

-

-

2,993,671

-

(1,362,131)

-

-

-

-

Distribution of results

(3,038,611)

-

-

(2,564,590)

2,362,475

-

-

-

(2,836,496)

-

Balance as at 31 December 2024

46,146,251

80,854

44,285,791

1,151,496

2,417,345

(1,960,065)

(202,080)

(144,677)

425,247

92,340

The accompanying explanatory notes form an integral part of the statement of changes in consolidated Equity.

Energy Technologies| 7

Consolidated statement of cash flows

(Expressed in euros)

Reference

2025

2024

Profit / (loss) for the year before tax

3,577,928

1,659,615

Profit adjustment

6,429,598

5,707,147

Depreciation of fixed assets

Note 6, 7

4,474,297

4,473,064

Impairment adjustments

287,308

276,636

Results from disposals and write-offs of fixed assets

96,534

21,634

Financial income

Note 16

(130,379)

(95,083)

Financial expenses

Note 16

1,245,194

1,445,692

Exchange differences

Note 16

(8,667)

(85,338)

Other income and expenses

465,311

(329,458)

Changes in working capital

(6,832,331)

(620,269)

Inventories

Note 8

3,838,350

(9,108,939)

Accounts receivable and other receivables

Note 9

(1,790,454)

3,254,353

Other current assets

Note 12

(439,107)

(396,872)

Creditors and other accounts payable

Note 13

(7,456,005)

5,940,191

Other current liabilities

Note 12

(985,115)

(309,002)

Other cash flows from operating activities

(1,935,946)

(2,676,467)

Interest payments

(927,689)

(1,676,526)

Interest receipts

137,971

58,572

Income tax / Corporate tax receipts/payments

(1,146,228)

(1,058,513)

CASH FLOW FROM OPERATING ACTIVITIES

1,239,249

4,070,026

Payments for investments

(3,979,711)

(1,878,989)

Payments for investments in intangible assets

Note 6

(3,204)

(38,531)

Payments for investments in property, plant and equipment

Note 7

(2,515,147)

(906,339)

Payments for investments in financial assets

Note 12

(1,425,292)

(971,338)

Payments for investments in other assets

Note 12

(36,068)

37,219

Proceeds from divestments

129,205

415,271

Proceeds from investments in financial assets

Note 12

129,205

415,271

CASH FLOW FROM INVESTING ACTIVITIES

(3,850,506)

(1,463,718)

Issue of equity instruments

Note 11

-

356

Issuance of debt with credit institutions

Note 12

2,789,045

43,819

Derivatives

Note 12

(410,638)

(131,131)

Other debts

(6,369)

(2,425,379)

Repayment and amortisation of debts with credit institutions

(3,348,876)

(2,893,218)

Repayment and amortisation of debts with related entities

(121,081)

(222,268)

CASH FLOW FROM FINANCING ACTIVITIES

(1,097,919)

(5,627,821)

Effect of exchange rate variations

(371)

10

Net change in cash or cash equivalents

(3,709,547)

(3,021,505)

Cash and cash equivalents at beginning of year

7,162,074

10,183,579

Cash and cash equivalents at end of year

3,452,527

7,162,074

The explanatory notes form an integral part of the consolidated cash flow statement.

Notes to the consolidated financial statements Note 1. Introduction and general information

Energy Solar Tech, S.A., with Tax Identification Number A-88607841 [hereinafter the Parent Company or the Company] is the parent company of a Group consisting of itself and five subsidiaries. The Parent Company and its subsidiaries comprise the Energy Technologies Group (hereinafter the Group or Energy Technologies Group). The Company has its registered office and tax domicile at Calle José Echegaray, 8, Edificio, 1, Planta, 1, in Las Rozas de Madrid (Madrid). The Parent Company was incorporated on 18 February 2020 by public deed.

On 31 December 2020, Energy Solar Tech, S.A. acquired 100% of the capital of Agais Servicios Energéticos, S.L.U. On 27 October 2022, it acquired 100% of the capital of Utusol Beta, S.L.U. On 5 December 2022, it acquired 49% of the capital of Parque Eólico Valdelugo, S.L., a company in which it increased its stake to 98% on 15 January 2023. On 3 March 2023, it acquired 100% of the capital of Sarpel Ingeniería, S.LU. This subsidiary in turn has a direct 100% stake in Sarpel Ingeniería Chile, SPA.

The details of the companies belonging to the Group are as follows:

% Direct stake

Company Address Activity

applied

2025

2024

Agais Servicios Energéticos, Madrid: Calle José

S.L.U. Echegaray, 8, Las Electricity trading

Global integration

100

100%

Madrid: Calle José

Utusol Beta, S.L.U. Echegaray, 8, Las Electricity production

Global integration

100%

100%

Rozas

Parque Eólico Valdelugo, S.L. León: Avda. Gómez Electricity production

Global integration

98

98%

Sarpel Ingeniería, S.L.U. A Coruña: 12 Engineering

Global integration

100

100%

Sarpel Ingeniería Chile, SPA Santiago de Chile: Av. Engineering

Global integration

100

100%

Consolidation method

Rozas

Nuñez 2 Ponferrada Arquímedes Street

Apoquindo 3600

In fiscal years 2025 and 2024, all of the companies described above are consolidated using the full consolidation method. The Group's functional currency is the euro.

Note 2. Basis of presentation of the consolidated financial statements

  1. True and fair view

    The consolidated financial statements have been prepared by the Board of Directors of the parent company in such a way as to give a true and fair view of the consolidated Equity and financial position of the Company and its subsidiaries as at 31 December 2025 and of the consolidated financial performance, consolidated cash flows and changes in consolidated Equity for the year then ended.

    These financial statements, prepared by the Board of Directors of the Company at its meeting held on 18 March 2026, are based on the individual records of the Company and its subsidiaries, which, together with the Company, make up the Energy Technologies Group. Each company prepares its financial statements in accordance with the accounting principles and criteria in force, specifically RD 1515/2007, the Resolution of 26/02/2016 of the DGRN and the Capital Companies Act, as they are all national companies.

    The historical cost approach has been used to prepare these consolidated financial statements, except for financial assets measured at fair value through other comprehensive income, financial assets measured at fair value through profit or loss and other financial instruments measured at fair value through profit or loss. The aforementioned consolidated financial statements are expressed in euros, which is the functional and presentation currency of the parent company.

  2. Consolidation principles

    The consolidated financial statements have been prepared using the full consolidation method for all subsidiaries over which the parent company has control.

    In the consolidation process, the parent company's investment has been eliminated with the corresponding percentage of equity of its subsidiaries, allocating the differences arising, to the extent possible, to the assets and liabilities of the subsidiaries whose fair value at the time of first consolidation differed from the amount recorded in the books. Any remaining amounts have been allocated to consolidation goodwill or to the negative consolidation reserve.

    The companies comprising the Group apply essentially consistent accounting policies in their individual financial statements and close their financial year on 31 December 2025. Reciprocal balances in the balance sheet and income statement, as well as unrealised margins of a significant amount, have been eliminated.

  3. Comparison of information and main changes in the scope of consolidation

    In accordance with commercial legislation, for comparison purposes, each item in the consolidated balance sheet and statement of changes in equity, also consolidated, is presented with the corresponding items for the year ended 31 December 2024. The profit and loss account and the cash flow statement, all of which are consolidated, are presented for comparative purposes with those corresponding to the annual period ended 31 December 2024. The explanatory notes also include quantitative and qualitative information as at the aforementioned dates, as applicable to the consolidated balance sheet or the consolidated profit and loss account, except where an accounting standard states that this is not necessary.

    Likewise, the structure and content of the documents comprising the consolidated financial statements comply with the models approved by regulation and have not been modified from the previous year.

  4. Accounting principles

    The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the valuation rules described in note 4 to these explanatory notes. There are no mandatory accounting principles that have not been applied.

  5. Critical aspects of valuation and estimation of uncertainty

    Financial power purchase agreements that are not used for hedging purposes are classified at fair value through profit or loss.

    The valuation of these derivatives is subject to significant uncertainties due to the volatility of energy prices and the complexity of the valuation models used. Key assumptions include estimates of future energy price volatility, which may result in significant adjustments to their fair value.

    The Group's management is not aware of any uncertainties that could cast doubt on the company's ability to continue as a going concern.

    Estimates have been used in the preparation of these consolidated financial statements, such as the useful life of tangible and intangible assets to value those assets. Estimates have also been made of the fair value, value in use and present value of financial instruments.

    Although these estimates have been made based on the best information available to date on the facts analysed, it is possible that events that may occur in the future may require them to be modified (upwards or downwards) in subsequent financial years; this would be done, if necessary, on a prospective basis, recognising the effects of the change in estimate in the consolidated profit and loss account for the financial years affected.

  6. Grouping of items

    In order to facilitate understanding of the consolidated balance sheet, the consolidated income statement, the consolidated statement of changes in Equity and the consolidated cash flow statement, certain items are presented in a grouped manner, with the required analyses being presented in the corresponding sections of these explanatory notes.

  7. Changes in accounting policies

    In preparing these consolidated financial statements, there have been no changes in accounting policies from those applied in 2024.

  8. Correction of errors

    No errors were detected as at 31 December 2025 that would require the consolidated financial statements to be restated. If subsequent events or events after the reporting period were detected that could lead to adjustments in the estimates as at 31 December 2025, these would be discussed in the relevant sections.

  9. Going concern

    There is no uncertainty regarding the normal operation of the Group, nor is there any indication that the going concern principle may be compromised.

  10. Alternative performance measures

The Group's management uses a number of measures for decision-making, as it considers that they provide useful information for assessing the Group's performance, solvency and liquidity. These measures should be evaluated together.

Earnings before interest, taxes, depreciation and amortisation (EBITDA)

Earnings before interest, taxes, depreciation and amortisation (hereinafter EBITDA) is a financial indicator of gross operating profit, which shows the performance of the business itself, excluding non-recurring items that could alter the comparability of periods.

By disregarding financial and tax figures, as well as accounting expenses that do not involve cash outflows, it is used by management to evaluate the company's results over time.

The following table details the Company's EBITDA for the financial years 2025 and 2024:

2025 2024

EBITDA 8,586,041 7,056,648

Debt indicators

Net financial debt is calculated by the Group taking into account debts, provided they have a financial component, deducting short-term financial assets and cash and cash equivalents.

The following table details the reconciliation between gross financial debt according to the consolidated statement of financial position and net financial debt for the 2025 and 2024 financial years.

31/12/2025

31/12/2024

Non-current debts

9,436,242

12,562,129

Current debts

8,144,805

6,820,746

Non-financial debt

(3,575,000)

(4,575,000)

Gross financial debt

14,006,047

14,807,875

Current financial investments

(2,203,591)

(1,000,192)

Debt Service Reserve Account (Note 12)

(1,297,180)

(1,297,180)

Cash and cash equivalents

(3,452,527)

(7,162,074)

Net financial debt

7,052,749

5,348,429

The Group's management uses the ratio of net financial debt to equity and EBITDA to assess the above net financial debt indicator:

Ratios

31/12/2025

31/12/2024

NFD to equity ratio

0.15

0.12

NFD on EBITDA

0.82

0.76

Note 3. Proposed distribution of profits

The proposed distribution of profit for the year 2025 for the parent company Energy Solar Tech, S.A., amounting to €3,146,976, will be approved at the next General Shareholders' Meeting of Energy Solar Tech, S.A., with the following distribution basis:

31/12/2025

31/12/2024

Balance of the profit and loss account

Application

3,146,976

2,785,238

Legal reserve

-

71

To voluntary reserves

3,146,976

2,785,238

Note 4. Recognition and measurement policies

The accounting criteria applied in relation to the different items are as follows:

Intangible assets

The various intangible assets are recognised as such because they meet the definition of an asset and the accounting recognition criteria contained in the Conceptual Framework for Accounting. They also meet the identifiability criterion, as they are separable items arising from legal or contractual rights, regardless of whether such rights are transferable or separable.

Intangible assets are valued at cost, whether this is the acquisition price or the production cost, without prejudice to the provisions of specific regulations on this type of asset.

Indirect taxes levied on intangible assets have only been included in the acquisition price or production cost when they have not been directly recoverable from the tax authorities.

Amortisation has been calculated systematically and rationally based on the useful life of the intangible assets and their residual value, taking into account the depreciation they have normally suffered due to their operation, use and enjoyment, without prejudice to also considering any technical or commercial obsolescence that may affect them. When it has been necessary to recognise value adjustments, the amortisation of the impaired fixed assets in subsequent years has been adjusted, taking into account the new carrying amount.

Estimated useful

life

Computer software 3

Goodwill 10

Patents and trademarks 10

An impairment loss is recognised for an intangible asset when its carrying amount exceeds its recoverable amount. The Group's balance sheets do not include any intangible assets with an indefinite useful life.

Business combinations and consolidation goodwill

Business combinations in which a company acquires control of one or more businesses through the merger or demerger of several companies or through the acquisition of all the assets of a company or a part that constitutes one or more businesses

are recorded using the acquisition method, which involves recognising, on the acquisition date, the identifiable assets acquired and liabilities assumed at their fair value, provided that this can be measured reliably.

The difference between the cost of the business combination and the value of the identifiable assets acquired less the value of the liabilities assumed is recorded as Goodwill, if positive, or as income in the profit and loss account, if negative.

Business combinations for which the valuation process necessary to apply the acquisition method has not been completed at the end of the financial year are accounted for using provisional values. These values must be adjusted within a maximum period of one year from the acquisition date. Adjustments recognised to complete the initial accounting are made retroactively, so that the resulting values are those that would have been derived had this information been available initially, and the comparative figures are therefore adjusted.

In accordance with rule 2a of article 46 of the Commercial Code, goodwill represents the positive difference between the book value of the Group's shareholding in the subsidiary and the value attributable to that shareholding of the fair value of the assets acquired and liabilities assumed in accordance with Registration and Valuation Rule 19a of the General Accounting Plan.

In accordance with Royal Decree 602/2016 of 2 December, which amends the General Accounting Plan approved by Royal Decree 1514/2007 of 16 November, and the Rules for the Preparation of Consolidated Annual Accounts approved by Royal Decree 1159/2010, of 17 September, goodwill shall be amortised over its useful life. The useful life shall be determined separately for each cash-generating unit to which Goodwill has been allocated, assuming, unless there is evidence to the contrary, that the useful life is ten years and that its recovery is linear.

Impairment adjustments recognised in consolidated goodwill are not reversed in subsequent years.

Property, plant and equipment

Property, plant and equipment have been valued at cost, either the acquisition price or the production cost, without prejudice to the provisions of specific regulations on this type of asset.

Indirect taxes levied on Property, plant and equipment have only been included in the acquisition price or production cost when they have not been directly recoverable from the tax authorities.

The initial estimate of the present value of the obligations assumed arising from dismantling or removal and other associated obligations, such as rehabilitation costs, have also been included as part of the value of Property, plant and equipment, provided that these obligations have given rise to the recording of provisions.

For PP&E that have required more than one year to be ready for use, the acquisition price or production cost includes the financial expenses accrued prior to the asset being ready for use and which have been charged by the supplier or correspond to some type of external financing attributable to the acquisition, manufacture or construction of the asset. Depreciation has been calculated systematically and rationally based on the useful life of the Property, plant and equipment and their residual value, taking into account the depreciation they have normally suffered due to their operation, use and enjoyment, without prejudice to also considering any technical or commercial obsolescence that may affect them. Where value adjustments have been recognised, these have been adjusted to the depreciation of the impaired fixed assets in subsequent years, taking into account the new carrying amount.

Estimated useful

life

Technical installations

25

Machinery and tools

4 -10

Transport equipment

4 -10

Furniture, accessories and computer equipment

4 -10

Other fixed assets

4 -10

An impairment loss on an item of Property, plant and equipment occurs when its carrying amount exceeds its recoverable amount. The impairment loss, as well as its reversal, has been recognised as an expense or income, respectively, in the profit and loss account. The reversal of impairment has been limited to the carrying amount of the fixed asset that would have been recognised on the date of reversal if the impairment loss had not been recorded.

The costs of renovating, expanding or improving property, plant and equipment have been added to the assets as an increase in the value of the asset to the extent that they have led to an increase in capacity, productivity or extension of its useful life, with the carrying amount of the items that have been replaced being derecognised.

In determining the amount of Property, plant and equipment, the impact of costs related to major repairs has been taken into account. The amount equivalent to these costs has been depreciated differently from the rest of the item during the period leading up to the major repair. When a major repair is carried out, its cost has been recognised in the carrying amount of the fixed asset as a replacement, provided that the conditions for recognition have been met.

The Group has not entered into any finance leases during the year.

Financial assets and liabilities

Assets consisting of cash, equity instruments of other companies or contractual rights to receive cash or other financial assets have been considered financial assets. Contractual rights to exchange financial assets or liabilities with third parties under potentially favourable conditions have also been included.

For valuation purposes, financial assets have been classified into the following categories:

  • Financial assets at amortized cost: this category of financial assets includes, on the one hand, trade receivables arising from the sale of goods and the Rendering of services for commercial transactions and, on the other hand, other financial assets that are not equity instruments or derivatives, do not have a commercial origin and whose collections are of a determined or determinable amount. Financial assets included in this category have been initially measured at cost, which is equivalent to the fair value of the consideration given plus transaction costs.

  • Financial assets at fair value through profit or loss: this section includes financial assets that have been originated or acquired for the purpose of selling them in the short term, or financial assets that form part of a portfolio of financial instruments held for the purpose of obtaining short-term gains. Derivative financial instruments without a financial guarantee contract and without designation as a hedging instrument have also been included. These financial assets have been measured at cost, which is equivalent to the fair value of the consideration given.

  • Financial assets at cost: this category includes investments in the equity of Group companies, joint ventures and associates, as well as other equity instruments not included in the category of "Financial assets held for trading". These financial assets are initially measured at cost, i.e. the fair value of the consideration given plus any directly attributable transaction costs.

    Liabilities that involve a direct or indirect contractual obligation to deliver cash or another financial asset, or to exchange financial assets or liabilities with third parties under potentially unfavourable conditions, or that give the holder the right to demand that the issuer redeem them on a specific date and for a specific amount, have been classified as financial liabilities.

    For valuation purposes, financial liabilities have been classified into the following categories:

  • Financial liabilities at amortized cost: these include trade payables arising from the purchase of goods and services for trading operations and non-trade payables which, not being derivative instruments, do not have a commercial origin. These financial liabilities are initially measured at cost, which is equivalent to the fair value of the consideration received adjusted for directly attributable transaction costs.

  • Financial liabilities at fair value through profit or loss: this section includes derivative financial instruments, provided that they are not financial guarantee contracts and have not been designated as hedging instruments. These financial

    liabilities have been initially measured at cost, which is equivalent to the fair value of the consideration received adjusted for directly attributable transaction costs.

    The criteria applied to determine the existence of impairment have differed depending on the category of each financial asset:

  • Financial assets at amortized cost: at least at the end of the financial year, objective evidence has been checked to determine whether the value of a financial asset or group of financial assets with similar risk characteristics has been impaired as a result of one or more events that have occurred after their initial recognition and have caused a reduction in estimated future cash flows. The impairment loss on these financial assets was the difference between the carrying amount and the present value of the estimated future cash flows they are expected to generate. Where appropriate, the present value of the cash flows was replaced by the quoted market value of the asset, provided that this was sufficiently reliable. Impairment adjustments, as well as their reversal, have been recognised as an expense or income in the profit and loss account.

  • Financial assets at fair value through profit or loss: after initial measurement, these assets have been measured at fair value, without deducting any transaction costs that may be incurred on disposal. Any changes in fair value have been recognised in the profit and loss account for the year.

  • Financial assets at cost: at least at the end of the financial year, objective evidence has been checked to ensure that the book value of any investment is not recoverable. The amount of the valuation adjustment has been the difference between the book value and the recoverable amount. Impairment valuation adjustments and their reversal have been recorded as an expense or income in the profit and loss account for the financial year.

    Financial assets, or part thereof, are derecognised when the contractual rights have expired or been transferred, provided that the transferor has divested itself of the risks and rewards inherent in ownership of the asset. In transfer transactions where the financial asset has not been derecognised, a financial liability has also been recognised for the amounts received.

    Financial liabilities are derecognised when the obligation has been extinguished. Own financial liabilities acquired, even with the intention of repositioning them in the future, have also been derecognised. The difference between the carrying amount of the financial liability and the consideration paid, including attributable transaction costs, has been recognised in the income statement for the period in which it arose.

    Investments that have met the requirements set out in rule 11 of the preparation of the consolidated financial statements have been included in the category of investments in Group companies, joint ventures and associates. This type of investment has been initially recorded at cost and subsequently also at cost, less, where applicable, the accumulated amount of impairment losses.

    At least at the end of the financial year, the necessary valuation adjustments have been made, provided that there is objective evidence that the carrying amount of an investment will not be recoverable. The amount of the valuation adjustment will be the difference between its carrying amount and the recoverable amount. Impairment losses and, where applicable, their reversal, have been recorded as an expense or income, respectively, in the profit and loss account. The reversal of impairment is limited to the carrying amount of the investment that would have been recognised on the date of reversal if the impairment had not been recorded.

    Interest and dividends on financial assets accrued after the date of acquisition have been recognised as income in the profit and loss account. Interest has been recognised using the effective interest rate method and dividends when the shareholder's right to receive them has been declared.

    Financial instruments included in insolvency proceedings, with a court order date and favourable conditions that allow for timely compliance, are valued taking into account whether the credits/debts subject to the proceedings have undergone significant changes.

    Those in which the present value of cash flows pending collection/payment after applying the debt reduction and deferral clauses contained in the agreement undergo changes of at least 10% of their amount, compared to the credit/debt existing

    prior to the agreement, are recorded, cancelling the previous one and carrying the differences to the new account, "Financial expenses/income arising from creditor agreements".

    In cases where the difference between the present value of the cash flows of the new debt/credit, including expenses and commissions, and the present value of the original cash flows differs by less than 10%, they are recorded, activating the corresponding income/expenses and adjusting the value of the original debt/credit.

    Equity instruments

    The amount of equity instruments has been recorded in Equity as a change in equity. Expenses arising from transactions with equity instruments (capital increases) have been recorded against Equity as a reduction in Reserves.

    Inventories

    Goods and services included in inventories have been valued at cost, either the purchase price or the cost of production. The purchase price includes the amount invoiced by the seller after deducting any discounts, price reductions or other similar items, as well as interest included in the nominal value of the debts, and all additional expenses incurred until the goods are ready for sale have been added.

    For inventories that have required more than one year to be ready for sale, financial expenses have been included in the acquisition or production price, as indicated in the section on Property, plant and equipment included in the notes to the financial statements.

    When it has been necessary to assign a value to specific goods that form part of an inventory of interchangeable goods, the average price or weighted average cost method has generally been adopted. The FIFO method has also been accepted.

    When the net realisable value of inventories has been lower than their acquisition price or production cost, the appropriate valuation adjustments have been made, recognising them as an expense in the profit and loss account.

    If the circumstances that caused the correction in the value of the inventories cease to exist, the amount of the correction is reversed and recognised as income in the profit and loss account.

    The costs incurred corresponding to milestones in the execution of works, including the margin associated with the estimated degree of progress based on the best information available at year-end, which are not invoiced and are included in the various service contracts with customers and are in the process of execution, are accounted for as work in progress. The fulfilment of each milestone included in the contracts is the moment at which control of the assets is considered to be transferred. To this end, control of the asset (project) is considered to be transferred to the customer at that moment because:

  • The customer assumes the significant risks and rewards inherent in ownership of the Asset.

  • Physical possession of the asset has been transferred to the customer.

  • The customer has received (accepted) the asset in accordance with the contractual specifications.

  • There is a right to collect payment for transferring the Asset.

  • The customer has ownership of the Asset.

    Foreign currency transactions

    The initial valuation of foreign currency transactions has been carried out by applying the exchange rate used in spot transactions between the two currencies on the transaction date to the foreign currency amount. An average exchange rate for the period (maximum monthly) has been used for all transactions that took place during that interval.

    For the subsequent valuation of foreign currency transactions, three main categories have been distinguished:

  • Monetary items: at the end of the financial year, these have been valued using the closing exchange rate. Both positive and negative exchange differences that have arisen have been recognised in the profit and loss account for the financial year in which they arose.

  • Non-monetary items measured at historical cost: these have been measured using the exchange rate at the date of the transaction. When a foreign currency-denominated asset has been amortised, the amortisation charges have been calculated on the amount in the functional currency using the exchange rate at the date on which it was initially recognised. The measurement thus obtained has in no case exceeded the recoverable amount at each subsequent closing date.

  • Non-monetary items measured at fair value: these have been measured using the exchange rate on the date the fair value was determined, with any exchange differences included in the Net income.

Income tax

Income tax expense represents the sum of the income tax / Corporate tax expense for the year and the effect of changes in deferred tax assets and liabilities and tax credits.

Income tax expense for the year is calculated by adding the current tax resulting from applying the tax rate to the tax base for the year, after applying tax-deductible allowances, plus the change in deferred tax assets and liabilities and tax credits, both for tax losses and allowances.

In general, a deferred tax liability is recognised for all taxable temporary differences, unless they arise from the initial recognition of goodwill, the initial recognition of an asset or liability in a transaction that is not a business combination and, in addition, does not affect either the accounting profit or the tax base of the tax or investments in subsidiaries, associates and joint ventures, provided that the investor has been able to control the timing of the reversal of the difference and, furthermore, it has been probable that such difference will not reverse in the foreseeable future.

Deferred tax assets are recognised as such to the extent that it is probable that future taxable profits will be available against which these assets can be utilised. If the above condition is met, a deferred tax asset is generally recognised when: there are deductible temporary differences, rights to offset in subsequent years, tax losses, deductions and other unused tax benefits that are pending tax application.

Deferred tax assets and liabilities are measured at the tax rates expected at the time of their reversal, in accordance with the regulations in force or approved and pending publication at the end of the financial year, and in accordance with the manner in which the asset or liability is reasonably expected to be recovered or paid.

Income and expenses

Income has been recognised as a result of an increase in resources, provided that the amount can be reliably determined. Expenses have been recognised as a result of a decrease in resources, provided that the amount can also be reliably measured or estimated.

Revenue from the Rendering of services has been recognised when the outcome of the transaction can be reliably estimated, considering the percentage of completion of the service at the end of the financial year. Revenue from the Rendering of services has only been recognised under the following conditions: when the amount of revenue can be reliably measured, provided that the Company has received benefits or returns from the transaction, and this transaction can be reliably measured at the end of the financial year, and finally when the costs incurred in the provision of the service, as well as those yet to be incurred, can be reliably measured.

The method used during the financial year to determine the percentage of completion in the Rendering of services was the percentage of completion method.

Provisions and contingencies

Liabilities that meet the definition and accounting criteria contained in the conceptual framework of accounting and whose amount or date of settlement is uncertain have been recognised as provisions. Provisions have been determined by a legal or contractual provision or by an implicit or tacit obligation.

Provisions have been valued at the end of the financial year at the present value of the best possible estimate of the amount necessary to settle or transfer the obligation to a third party, with any adjustments arising from the revaluation of the provision being recorded as a financial expense as they have accrued. In the case of provisions with a maturity of one year or less, no discount has been applied.

Grants, donations and legacies

Non-refundable grants, donations and legacies have been initially recognised as income directly attributable to Equity and will be recognised in the income statement as income on a systematic and rational basis in correlation with the expenses arising from the grant, donation or legacy, i.e. in accordance with their purpose.

Monetary grants, donations and legacies received have been valued at the fair value of the amount granted, and non-monetary grants, donations and legacies received have been valued at the fair value of the asset received.

For the purposes of recognition in the profit and loss account, the following types of grants, donations and bequests have been distinguished: when they have been granted to ensure a minimum return or to offset operating deficits, they have been recognised as income for the year in which they were granted, unless they relate to future years. When they have been granted to finance specific expenses, they have been recognised as expenses in the same year in which the expenses were incurred. When they have been granted to acquire assets or settle liabilities, they have been recognised as income for the year to the extent that the disposal has taken place or in proportion to the amortisation charge made. Finally, when monetary amounts have been received without being allocated to a specific purpose, they have been recognised as income for the financial year in which they were recognised.

Joint ventures

A joint venture is considered to be an economic activity jointly controlled by two or more individuals or legal entities; this includes joint ventures that are not manifested through the incorporation of a company or a permanent establishment, such as temporary joint ventures and joint ownership entities.

In the cases detailed in the previous paragraph, the assets have been recorded in the balance sheet in the proportionate amount corresponding to the percentage of ownership, the jointly controlled assets and the jointly incurred liabilities, as well as the assets used in the joint operation that are under their control and the liabilities incurred as a result of the joint venture. Likewise, the corresponding portion of the income generated and expenses incurred by the joint venture has been recognised in the profit and loss account.

Criteria used in transactions between related parties

Transactions between companies in the same group, regardless of the degree of relationship between the participating Group companies, have been accounted for in accordance with general rules, i.e. initially at fair value. Where the price agreed for a transaction has differed from fair value, the difference has been recorded in accordance with the economic reality of the transaction.

Subsequent measurement is carried out in accordance with the relevant standards.

Note 5. Business combinations

Parque Eólico Valdelugo, S.L.

On 5 December 2022, Energy Solar Tech, S.A. acquired 49% of the company Parque Eólico Valdelugo. S.L., whose main asset is an 18 MW wind farm, which has been in operation since 10 March 2022 and is in the process of solar hybridisation through the installation of 16 MW of photovoltaic panels. The wind farm is a state-of-the-art asset with 3.6 MW General Electric generators capable of producing an average of 3,800 hours per year per MW installed. In addition, the hybridisation planned for the 2026 financial year will enable an additional 1,500 hours per MW installed to be generated. Currently, estimated wind production is 68,400,000 kWh, and it is estimated that with solar hybridisation production will reach 24,000,000 kWh.

On 15 January 2023, it acquired an additional 49% of that company, thereby gaining control of the company with 98% of the share capital. From that date onwards, it is consolidated using the full consolidation method. Until that date, as the Company held 49% of its share capital and did not exercise effective control, it was consolidated using the equity method.

The transaction allows the Company to become independent, to a certain extent, from the purchase of grid energy, stabilise its cost base and increase profitability through direct sales to end customers. It also provides a complementary source of generation, as the solar curve is a positive daytime parabola, while the wind curve is a negative parabola (the result of the sum of both is homogeneous production throughout the 24 hours of the day and reasonably stable throughout the 365 days of the year).

The consideration paid by the Group's parent company, Energy Solar Tech, S.A., for the acquisition of this company amounts to €16,018,548, €8,300,024 for the first 49% acquired in 2022 and €7,718,524 for the second 49% acquired on 15 January 2023.

The following table summarises the consideration, the fair values of the identifiable assets acquired and liabilities assumed at the time of acquisition, and goodwill:

Consideration

16,018,548

Property, plant and equipment

20,223,413

Non-current financial investments

644,728

Trade and other receivables

830,191

Prepayments

30,347

Cash and cash equivalents

2,210,396

Non-current provisions

(104,813)

Long-term debt

(10,588,550)

Non-current debts with Group companies and associates

(8,297,998)

Current debts

(828,456)

Current debts with Group companies and associates

(51)

Trade and other payables

(1,291,722)

Fair value of net assets

2,827,485

Reclassification of equity investment

60,314

Minority interests

56,550

Goodwill (Note 6)

13,307,927

Sarpel Ingeniería, S.L.U.

On 3 March 2023, Energy Solar Tech, S.A. acquired 100% of the share capital of Sarpel Ingeniería, S.L.U., an engineering company with more than 30 years of experience in the energy sector.

Sarpel Ingeniería, part of the Energy Technologies Group, is the unit specialising in electrical engineering, construction and industrial manufacturing, with more than 25 years of experience and a solid reputation in the development of high, medium and low voltage projects for the energy, industry and services sectors.

Its value proposition is based on comprehensive project management covering basic and detailed engineering for large electrical projects, accompanying the client from the design and construction phase to commissioning and subsequent maintenance of the facilities.

This integration led to additional improvements in efficiency and management quality following the unification of engineering and operations resources under a single organisation and leadership, which has significantly increased the quality of management, organisation, processes and operational tools.

The contractual conditions established an initial payment and a payment schedule conditional on the achievement of EBITDA for the financial years 2023 and 2024, as well as other variable conditions and a final payment in 2026. In 2024, the parameters established in the sale agreement for the third payment milestone of €2,000,000 were not met.

The multiple breaches of contract by the former owners of Sarpel Ingeniería mean that, at the date of preparation of these annual accounts, the fourth and final payment provided for in the sale agreement is not due.

Based on several independent expert reports, as well as other evidence obtained in the course of various internal and external regulatory compliance investigations, the Company has initiated legal action against the sellers for €3,000,000 corresponding to the penalty clause relating to the Non-Competition and Non-Solicitation Agreement provided for in the sale agreement. In addition, these expert reports conclude that the amount of €3,225,860 paid in 2024 to the former owners of Sarpel was undue and must be refunded. In other words, the Company has currently claimed an amount in excess of €6,000,000. This is without prejudice to any other additional legal actions that may be applicable and which the Company reserves the right to exercise in order to fully defend its interests and claim damages.

The facts revealed in the aforementioned expert reports have also given rise to criminal proceedings that the company has already initiated during the 2025 financial year, as well as others that will be initiated during the 2026 financial year. This includes claims for damages in addition to the amounts indicated above.

The following table summarises the consideration, the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date, and goodwill:

Consideration

20,375,703

Intangible assets

19,497

Property, plant and equipment

606,977

Non-current financial investments

196,339

Deferred tax assets

15,750

Inventories

6,846,740

Trade and other receivables

7,736,624

Current financial investments

155,916

Cash and cash equivalents

2,413,139

Deferred tax liabilities

(39,160

Short-term debt

(228,909)

Trade and other payables

(11,824,006)

Fair value of net assets

5,898,907

Goodwill (Note 6)

14,476,796

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