Global Dominion Access SaBME: DOM

Consolidated Annual Accounts 2025

· Issued by Global Dominion Access Sa
Global Dominion Access, S.A. and subsidiaries

Audit Report

Consolidated financial statements as of December 31, 2025 Consolidated Management Report



Audit report of consolidated financial statements issued by an independent auditor

To the shareholders of Global Dominion Access, S.A.:

Report on the consolidated financial statements Opinion

We have audited the consolidated annual accounts of Global Dominion Access, S.A. (the Parent Company) and its subsidiaries (the Group), which include the balance sheet as of December 31, 2025, the profit and loss account, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and the annual report, all of them consolidated, corresponding to the year ended on that date.

In our opinion, the accompanying consolidated financial statements express, in all material respects, a true and fair view of the Group's equity and financial position as at 31 December 2025, as well as its consolidated results and cash flows, for the year ended on that date, in accordance with International Financial Reporting Standards. adopted by the European Union (EU-IFRS), and other provisions of the regulatory framework for financial reporting that are applicable in Spain.

Basis of the opinion

We have carried out our audit in accordance with the regulations governing the activity of auditing accounts in force in Spain. Our responsibilities under these standards are described below in the Auditor's Responsibilities in Relation to the Audit of the Consolidated Financial Statements section of our report.

We are independent of the Group in accordance with the ethics requirements, including those of independence, which are applicable to our audit of the consolidated annual accounts in Spain as required by the regulations governing the activity of auditing accounts. In this regard, we have not provided services other than those of the audit of accounts, nor have there been situations or circumstances that, in accordance with the provisions of the aforementioned regulatory regulations, have affected the necessary independence in such a way that it has been compromised.

We consider that the audit evidence we have obtained provides a sufficient and adequate basis for our opinion.

Key audit issues

The key audit issues are those issues that, in our professional judgement, have been of the greatest significance in our audit of the consolidated financial statements for the current period. These issues have been addressed in the context of our audit of the consolidated financial statements as a whole, and in the formation of our opinion on them, and we do not express a separate opinion on these matters.

PricewaterhouseCoopers Auditores, S.L.

Plaza de Euskadi, 5, 48009 Bilbao, Spain

https://www.pwc.es Tel.: +34 944 288 800 / +34 902 021 111

R. M. Madrid, page M-63.988, folio 75, volume 9.267, book 8.054, section 3 Registered in the R.O.A.C. under number S0242 - NIF: B-79031290

Goodwill Recovery

The Group's goodwill represents a substantial part of its assets and amounts to €364,668 thousand as of December 31, 2025.

The management annually checks whether goodwill has suffered any impairment loss, assigning goodwill to the different Cash Generating Units (CGUs) defined by the Group and calculating the recoverable amount of the same to compare it with its carrying amount (Note 2.3.4.a).

The recoverable amount of each CGU is determined based on value-in-use calculations that include projections of future cash flows, taking into account the business plans approved by management. The key assumptions used in the preparation of such flows are detailed in Note 7(a)(1).

In 2025, management has proceeded to reallocate goodwill to the new CGUs as a result of the new conceptualisation of segments.

Management has also carried out a sensitivity analysis on the key assumptions used (Note 4.1.a).

This issue is key because it involves the application of critical judgements and significant estimates by management on the key assumptions used, subject to uncertainty, and the fact that future significant changes therein could have a significant impact on the Group's consolidated financial statements.

Our audit procedures have included, but are not limited to, the following:

  • Understanding of the internal process and the relevant controls established by management for the analysis of goodwill recovery.

  • Consideration of the adequacy of the allocation of assets, including goodwill, to the CGUs, including the reallocation made in 2025, and assessment of the reasonableness of the methodology used to calculate their recoverable amount.

  • Evaluation of the adequacy of the valuation models used, verification that they are based on the plans and budgets approved by management, and validation of the key assumptions used (EBITDA on sales, projection of growth rates and discount rates) by comparing them with available comparables, among others, historical results.

  • In relation to discount rates, with the collaboration of our valuation experts, we verify that the methodology applied for their estimation is adequate, and that the value of the same is within a reasonable range.

  • Checking the mathematical accuracy of the models prepared by management, and comparing the calculated recoverable amount with the net book value of the assets.

  • Verification of the reasonableness of the sensitivity analyses carried out, as well as the coherence of the variations of hypotheses considered.

  • Verification of the breakdowns included in the consolidated report in accordance with the applicable regulations.

    As a result of the tests carried out, we consider that the approach and conclusions of management are consistent with the evidence obtained.

    Revenue recognition over time

    The Group recognises, in particular, the revenues from the provision of services by

    In our audit work, we have understood the revenue recognition process and have verified the design

    applying the percentage of completion method considering the degree of progress, calculated on the basis of the costs incurred for each contract over the total estimated costs for the implementation of the project (note 2.3.19.b) of the consolidated report).

    This criterion requires the use of judgements and estimates by management in relation to the total costs necessary for the execution of the contract, as well as the amount of claims or variations in the scope of the project.

    Revenue in 2025 related to the provision of services recognised by degree of progress amounted to €830,951 thousand and represents a significant part of the Group's consolidated ordinary income (note 24.b).

    Given their quantitative importance and the use of estimates for their recognition, this area has been considered as a key issue in our audit.

    and implementation, as well as the operational effectiveness of the controls established by management for the estimation of these revenues.

    To carry out substantive tests, we have selected samples of projects taking into account first quantitative and qualitative factors, such as the total sale price of the contract, the amount of revenue or margins recognised in the year or the risk associated with the costs pending to be incurred to complete the contract. Additionally, for the remaining projects, we have made a random selection of them.

    For the selected projects we have carried out the following procedures:

  • Obtaining contracts, understanding the most relevant clauses and their implications, as well as budgets and monitoring reports on their execution.

  • For a sample of costs incurred, check them using third-party support documentation and check that they are correctly allocated to each project.

  • Recalculation of the degree of progress and comparison with the results of the direction calculation.

  • Reconciliation between financial information and monitoring reports provided by management.

Based on the procedures carried out, we consider that the accounting criteria, as well as the estimates and calculations made by the management are consistent with the evidence obtained.

Other Information: Consolidated Management Report

Other information includes only the consolidated management report for the financial year 2025, the preparation of which is the responsibility of the directors of the Parent Company and is not an integral part of the consolidated financial statements.

Our audit opinion on the consolidated financial statements does not cover the consolidated management report. Our responsibility for the consolidated management report, in accordance with the requirements of the regulations governing the activity of auditing accounts, consists of:

  1. To verify only that the consolidated statement of non-financial information, certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, referred to in the Audit of Accounts Act, have been provided in the manner provided for in the applicable regulations and, if not, to report on it.

  2. To evaluate and report on the consistency of the rest of the information included in the consolidated management report with the consolidated financial statements, based on the Group's knowledge obtained in the performance of the audit of the aforementioned accounts, as well as to evaluate and report on whether the content and presentation of this part of the consolidated management report are in accordance with the applicable regulations. If, based on the work we have done, we conclude that there are material misstatements, we are obliged to report it.

On the basis of the work carried out, as described above, we have verified that the information referred to in section a) above is provided in the manner provided for in the applicable regulations and that the rest of the information contained in the consolidated management report is consistent with that of the consolidated annual accounts for the financial year 2025 and its content and presentation are in accordance with the applicable regulations.

Liability of the directors and the audit and compliance committee in relation to the consolidated financial statements

The directors of the Parent Company are responsible for preparing the accompanying consolidated financial statements in such a way as to give a true and fair view of the Group's equity, financial position and consolidated results, in accordance with EU-IFRS and other provisions of the regulatory framework for financial reporting applicable to the Group in Spain, and for the internal control they deem necessary to allow the preparation of consolidated financial statements free of misstatement material, due to fraud or error.

In preparing the consolidated financial statements, the directors of the parent are responsible for assessing the Group's ability to continue as a going concern, disclosing as appropriate the issues related to the going concern and using the going concern accounting principle unless such directors intend to liquidate the Group or cease operations. or there is no other realistic alternative.

The Parent's audit and compliance committee is responsible for overseeing the process of preparing and presenting the consolidated financial statements.

Auditor's responsibilities in relation to the audit of the consolidated financial statements

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

Reasonable assurance is a high degree of security, but it does not guarantee that an audit carried out in accordance with the regulations governing the activity of auditing accounts in force in Spain will always detect a material misstatement when it exists. Misstatements may be due to fraud or error and are considered material if, individually or in the aggregate, they can reasonably be expected to influence the economic decisions that users make on the basis of the consolidated financial statements.

As part of an audit in accordance with the regulations governing the activity of auditing accounts in force in Spain, we apply our professional judgement and maintain an attitude of professional scepticism throughout the audit. Also:

  • We identify and assess risks of material misstatement in the consolidated financial statements, due to fraud or error, design and implement audit procedures to respond to such risks, and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. The risk of failure to detect a material misstatement due to fraud is higher than in the case of a material misstatement due to error, as fraud may involve collusion, falsification, deliberate omissions, intentional misrepresentation, or circumvention of internal control.

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

  • We evaluate whether the accounting policies applied are adequate and the reasonableness of the accounting estimates and the corresponding information disclosed by the directors of the Parent Company.

  • We conclude on whether the use by the directors of the Parent Company of the going concern accounting principle is appropriate and, based on the audit evidence obtained, we conclude on whether or not there is material uncertainty related to facts or conditions that may raise significant doubts about the Group's ability to continue as a going concern. If we conclude that there is material uncertainty, we are required to draw attention in our auditor's report to the relevant information disclosed in the consolidated financial statements or, if such disclosures are not adequate, to express a modified opinion. Our findings are based on audit evidence obtained to date from our audit report. However, future events or conditions may cause the Group to cease to be a going concern.

  • We evaluate the overall presentation, structure and content of the consolidated financial statements, including the information disclosed, and whether the consolidated financial statements represent the underlying transactions and events in a manner that conveys a true and true view.

  • We plan and execute the audit of the Group to obtain sufficient and appropriate evidence in relation to the financial information of the Group's entities or business units as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work carried out for the purposes of the Group's audit. We are solely responsible for our audit opinion.

We communicate with the Parent's audit and compliance committee regarding, among other matters, the scope and timing of the planned audit and significant audit findings, as well as any significant internal control deficiencies that we identified in the course of the audit.

We also provide the Parent with a statement to the Parent's audit and compliance committee that we have complied with the ethics requirements relating to independence and have contacted the Parent Company to report matters that may reasonably pose a threat to our independence and, where appropriate, the safeguards taken to eliminate or reduce the threat.

Among the matters that have been the subject of communication to the Parent's audit and compliance committee, we determine those that have been of the greatest significance in the audit of the consolidated financial statements for the current period and that are, consequently, the key issues of the audit.

We describe these matters in our audit report unless the law or regulation prohibits public disclosure of the matter.

Report on other legal and regulatory requirements Single European electronic format

We have examined the digital files of the Single European Electronic Format (EUSF) of Global Dominion Access, S.A. and subsidiaries for the financial year 2025 that include the XHTML file in which the consolidated annual accounts for the year are included and the XBRL files with the tagging made by the entity, which will be part of the annual financial report.

The directors of Global Dominion Access, S.A. are responsible for presenting the annual financial report for the financial year 2025 in accordance with the formatting and marking requirements established in the EU Delegated Regulation 2019/815, of 17 December 2018, of the European Commission (hereinafter the EUSF Regulation). In this regard, the Annual Corporate Governance Report and the Annual Directors' Remuneration Report have been incorporated by reference in the consolidated management report.

Our responsibility is to examine the digital files prepared by the directors of the Parent Company, in accordance with the regulations governing the activity of auditing accounts in force in Spain. This regulation requires us to plan and execute our audit procedures in order to verify whether the content of the consolidated annual accounts included in the aforementioned digital files corresponds entirely to that of the consolidated annual accounts that we have audited, and whether the format and marking of the same and the aforementioned files has been carried out in all material respects, in accordance with the requirements set out in the EUSF Regulation.

In our opinion, the digital files examined correspond entirely to the audited consolidated annual accounts, and these are presented and have been marked, in all their material aspects, in accordance with the requirements established in the EUSF Regulation.

Additional report to the Parent's audit and compliance committee

The opinion expressed in this report is consistent with what was stated in our additional report to the Parent's audit and compliance committee dated February 26, 2026.

Recruitment period

The Ordinary General Shareholders' Meeting held on 6 May 2025 appointed us as auditors of the Group for a period of one year for the year ended 31 December 2025.

Previously, we were appointed by agreement of the Ordinary General Meeting of Shareholders for an initial period and we have been carrying out the audit work of accounts uninterruptedly since the year ended December 31, 1999.

Services provided

The services, other than the audit of accounts, that have been provided to the audited Group are detailed in note 35 of the consolidated financial statements.

PricewaterhouseCoopers Auditores, S.L. (S0242)

Antonio Velasco Dañobeitia (22286) February 26, 2026

GLOBAL DOMINION ACCESS, S.A. AND SUBSIDIARIES

Consolidated Financial Statements and Consolidated Management Report for the year ended December 31, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET 10

CONSOLIDATED PROFIT AND LOSS ACCOUNT 12

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 13

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 14

CONSOLIDATED STATEMENT OF CASH FLOWS 15

  1. GENERAL INFORMATION 16

  2. CRITERIA FOR THE PREPARATION OF THESE ANNUAL ACCOUNTS 21

  3. FINANCIAL RISK MANAGEMENT 47

  4. ACCOUNTING ESTIMATES AND JUDGEMENTS 62

  5. FINANCIAL INFORMATION BY SEGMENT 67

  6. PROPERTY, PLANT AND EQUIPMENT 73

  7. GOODWILL AND INTANGIBLE FIXED ASSETS 77

  8. DERIVATIVE FINANCIAL ASSETS 82

  9. INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD 83

  10. LOANS AND RECEIVABLES AND OTHER ASSETS 85

  11. STOCKS 88

  12. CASH AND CASH EQUIVALENTS 89

  13. CAPITAL AND SHARE PREMIUM 90

  14. ACCUMULATED WINNINGS 92

  15. CUMULATIVE EXCHANGE RATE DIFFERENCE 93

  16. RESERVES OF CONSOLIDATED COMPANIES AND EFFECT OF FIRST CONVERSION 94

  17. NON-CONTROLLING INTERESTS 94

  18. THIRD-PARTY RESOURCES 96

  19. SUPPLIERS AND OTHER ACCOUNTS PAYABLE 101

  20. OTHER LIABILITIES 103

  21. DEFERRED TAXES 105

  22. OBLIGATIONS TO STAFF 108

  23. PROVISIONS 111

  24. OPERATING INCOME 112

  25. OTHER OPERATING EXPENSES 114

  26. EMPLOYEE BENEFIT EXPENSE 114

  27. FINANCIAL RESULT 116

  28. TAX SITUATION 116

  29. EARNINGS PER SHARE 119

  30. CASH GENERATED BY OPERATIONS 120

  31. UNDERTAKINGS, WARRANTIES AND OTHER INFORMATION 120

  32. BUSINESS COMBINATIONS 121

  33. TRANSACTIONS WITH RELATED PARTIES 125

  34. JOINT OPERATIONS 128

  35. OTHER INFORMATION 128

  36. DISCONTINUED ACTIVITIES 129

  37. SUBSEQUENT EVENTS 130

NON-CURRENT ASSETS

As of December 31

ASSETS Note 2025 2024

Property, plant and equipment

6

163,003

172,256

Goodwill

7

364,668

365,169

Other intangible assets

7

48,256

47,496

Non-current financial assets

8

49,463

12,030

Investments accounted for by the equity method

9

18,430

105,807

Deferred tax assets

21

70,540

62,915

Other non-current assets

10

41,479

29,051

755,839

794,724

CURRENT ASSETS

Stock

11

149,047

133,960

Customers and other accounts receivable

10

120,753

153,397

Contract assets

2.4.19 and

24

194,224

244,177

Other current assets

10

14,258

22,641

Current tax assets

28

46,774

28,028

Other current financial assets

8

70,121

39,483

Cash and cash equivalents

12

193,036

232,538

788,213

854,224

Disposal group assets classified as held for sale

36

89,547

101,525

TOTAL ASSETS

1,633,599

1,750,473

NET WORTH

As of December 31

EQUITY AND LIABILITIES Note 2025 2024

Share capital

13

18,893

18,893

Own actions

13

(4,358)

(4,255)

Share premium

13

79,640

79,640

Accumulated Earnings

14

253,591

256,228

Cumulative exchange rate difference

14 y 15

(90,348)

(55,193)

Equity attributable to the owners of the parent

257,418

295,313

Non-controlling interests

17

16,182

17,461

273,600

312,774

NON-CURRENT LIABILITIES

Income to be distributed over several years

41

73

Non-current provisions

23

19,533

23,197

Long-term external resources

18

247,539

274,180

Deferred tax liabilities

21

26,999

24,892

Non-current derivative financial instruments

18

1,002

2,487

Other non-current liabilities

20

26,304

37,164

321,418

361,993

CURRENT LIABILITIES

Current provisions

23

15,520

14,118

Short-term external resources

18

150,225

177,376

Suppliers and other accounts payable

19

586,227

620,877

Contract liabilities

2.4.19 y 24

88,280

84,920

Current tax liabilities

28

26,055

29,500

Current derivative financial instruments

18

974

836

Other current liabilities

20

89,941

62,847

957,222

990,474

Disposal Group Liabilities Classified as Held for Sale

36

81,359

85,232

TOTAL NET WORTH AND LIABILITIES

1,633,599

1,750,473

Fiscal year ended

December 31

Note

2025

2024

CONTINUED OPERATIONS

OPERATING INCOME

1,051,228

1,182,222

Net turnover

5 and 24

1,045,137

1,152,960

Other operating income

24

6,091

29,262

OPERATING EXPENSES

(981,889)

(1,097,951)

Consumption of raw materials and secondary materials

11

(454,789)

(536,172)

Employee benefit expenses

26

(330,804)

(362,798)

Depreciation

6 and 7

(73,978)

(66,410)

Other operating expenses

25

(121,422)

(131,152)

Income from fixed assets/sales and impairment

30

(896)

(1,240)

Other expenses

-

(179)

OPERATING PROFIT

69,339

84,271

Financial income

27

8,279

19,812

Financial expenses

27

(42,377)

(52,762)

Net exchange differences

27

(8,193)

(1,953)

Change in fair value in assets and liabilities with allocation to profit or loss

27

318

-

Participation in the results of associates

9 and 27

(4,007)

158

PROFIT BEFORE TAX

23,359

49,526

Income tax

28

(3,603)

(7,077)

PROFIT FROM CONTINUING OPERATIONS AFTER TAX

19,756

42,449

PROFIT / (LOSS) FROM DISCONTINUED ACTIVITIES AFTER TAX

36

(6,251)

(8,952)

BENEFIT OF EXERCISE

13,505

33,497

PROFIT/(LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

17

3,292

2,304

PROFIT ATTRIBUTABLE TO THE OWNERS OF THE PARENT

10,213

31,193

Basic and diluted earnings per share from continuing and discontinued activities attributable to the owners of the parent (expressed in Euros per share)

- Basic and diluted continuing operations

29

0,1098

0,2700

- Basic and diluted discontinued operations

29

(0,04170)

(0,0602)

Note 2025 2024

BENEFIT OF EXERCISE 13,505 33,497

OTHER OVERALL RESULT

- Actuarial gains

22

(401)

(234)

- Tax

120

70

(281)

(164)

Items that can be classified after the result:

- Cash flow hedges (net of tax effect)

18

1,681

(3,116)

- Cash flow hedges of companies accounted for by the equity method (net of tax effect)

9

(70)

68

- Conversion differences

14 and 15

(35,751)

(14,831)

(34,140)

(17,879)

Total other global result (34,421)

(18,043)

OTAL OVERALL PROFIT FOR THE PERIOD NET OF TAXES (20,916) 15,454

Attributable to:

- Owners of the dominant

(23,609)

12,731

- Non-controlling interests

17

2,693

2,723

Items that cannot be classified after the result:

T

TOTAL OVERALL PROFIT ATTRIBUTABLE TO THE OWNERS OF THE PARENT

Attributable to:

(23,609) 12,731

- Activities that continue

(17,358)

21,683

- Interrupted activities

36

(6,251)

(8,952)



GLOBAL DOMINION ACCESS, S.A. Y SUBSIDIARIES

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025

(Expressed in Thousands of Euros)



Cumulative

Share capital

Own actions

Share premium

Accumulated Earnings

exchange rate difference

Non-controlling interests

(Note 13)

(Note 13)

(Note 13)

(Note 14)

(Notes 14 and 15)

(Note 17)

Total Net Worth

Balance as of December 31, 2023

18,893

(5,818)

79,640

249,611

(39,943)

13,619

316,002

Profit for the year

-

-

-

31,193

-

2,304

33,497

Other overall results for the year

-

-

-

(3,212)

(15,250)

419

(18,043)

Total global result for 2024

-

-

-

27,981

(15,250)

2,723

15,454

Dividends (Notes 13 and 17)

-

-

-

(14,659)

-

(1,415)

(16,074)

Perimeter changes and other movements (Notes 1.3, 17 and 32)

-

-

-

(2,534)

-

2,534

-

Transactions in treasury shares and other movements (Note 13)

-

1,563

-

(4,171)

-

-

(2,608)

Balance as of December 31, 2024

18,893

(4,255)

79,640

256,228

(55,193)

17,461

312,774

Profit for the year

-

-

-

10,213

-

3,292

13,505

Other overall results for the year

-

-

-

1,333

(35,155)

(599)

(34,421)

Total global result for 2025

-

-

-

11,546

(35,155)

2,693

(20,916)

Dividends (Notes 13 and 17)

-

-

-

(15,000)

-

(1,906)

(16,906)

Perimeter changes and other movements (Notes 1.3, 17 and 32)

-

-

-

2,106

-

(2,106)

-

Transactions in treasury shares and other movements (Note 13)

-

(103)

-

-

-

-

(103)

Transfers and Other Movements (Notes 13 and 17)

-

-

-

(1,289)

-

40

(1,249)

Balance as of December 31, 2025

18,893

(4,358)

79,640

253,591

(90,348)

16,182

273,600

(Expressed in Thousands of Euros)

Fiscal year ended

December 31

Note

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from continuing and discontinued operations

30

120,039

90,228

Interest paid

27

(40,440)

(51,223)

Interest charged

27

8,279

19,812

Taxes paid

(7,402)

(5,846)

80,476

52,971

CASH FLOWS FROM INVESTING ACTIVITIES

(Acquisition)/Dependent Withdrawals, Net of Cash Acquired

20, 1.3 and

32

1,102

20,251

Acquisition of tangible and intangible assets

6 and 7

(30,962)

(45,186)

Collections for the sale of tangible fixed assets and intangibles

30

1,062

555

Acquisition of financial assets

8 y 9

(57,879)

(43,736)

Withdrawals of financial assets

8 y 9

56,684

56,456

(29,993)

(11,660)

CASH FLOWS FROM FINANCING ACTIVITIES

Own actions

13

(103)

(11,731)

Charges for external resources received

18

22,604

217,771

Loan repayment

18

(68,800)

(134,687)

Variation in other debts

20

-

(66,920)

Payments for operating leases

6

(25,437)

(22,215)

Dividends distributed

14 and 17

(16,906)

(16,074)

(88,642)

(33,856)

EXCHANGE DIFFERENCES IN CASH AND CASH EQUIVALENTS

(1,343)

(777)

(DECREASE)/NET INCREASE IN CASH, CASH EQUIVALENTS AND BANK OVERDRAFTS

(39,502)

6,678

Cash, cash equivalents and bank overdrafts at the beginning of the year

12

232,538

225,860

Cash, cash equivalents and bank overdrafts at the end of the year

12

193,036

232,538

  1. GENERAL INFORMATION

    1. ACTIVITY

      Global Dominion Access, S.A., hereinafter the Company or Parent Company, was incorporated on June 1, 1999 for an indefinite period and has its registered office, tax office and main offices in Bilbao (Spain), since May 18, 2022 at Plaza Pío Baroja, number 3, 1st floor, postal code 48001.

      The corporate purpose of Global Dominion Access, S.A. is described in article 2 of its bylaws, and consists of carrying out studies on the creation, structure and viability of companies and markets, both national and foreign, to encourage, promote, develop, direct and manage business activities grouped by production sectors, through the corresponding organisation of the personal and material resources applied to the set of companies; acquiring those that are already in operation or creating them as a new plant; merge, absorb, split or dissolve them to develop the activities directly, according to the dictates in each case of the most efficient management. Likewise, its corporate purpose includes, among others, the activities of evaluation, design, analysis, study, consulting, advice, supervision, technical assistance, development, updating, manufacturing, supply, installation, assembly, purchase, sale, rental, storage, distribution, deployment, import, export, operation, repair, maintenance, warranty, training, training, pedagogical support and marketing in general of products, solutions, equipment, systems and those services that are necessary or convenient for their proper use or performance, of any nature, material or intangible, and other lawful activities referred to the activities listed below and in general related to telecommunications and computing, specifically the execution as an integrator of complex projects that involve the joint performance of several of the activities described, through or without the turnkey modality.

      The Group has historically defined itself as a global Services and Projects company, whose objective is to provide comprehensive solutions to maximise the efficiency and sustainability of business processes and thanks to sectoral knowledge and the application of technology with a different approach.

      The 2023-2026 Strategic Plan considered that a rethinking was required in the way in which the Group's activity was explained, using simplification, recurrence and sustainability as keys, and considering a reflection on three types of transition (energy, industrial and digital) as fundamental catalysts for the Group's future growth.

      In the 2025 financial year, a new corporate structure was announced, in line with the strategic simplification that has been carried out since the previous year through the sale of energy activities and infrastructures developed by the Group, and the focus on sustainability has continued in order to allow greater understanding and visibility of the Group's different core businesses. In this sense, two differentiated management units have been created:

      ⏐ Global Dominion Environment (GDE): the unit focused on activities related to the industrial transition focused on decarbonisation and circular economy.

      ⏐ Global Dominion Tech-Energy (GDT): which brings together all the activities related to the energy and socio-digital transitions and distinguishes its activities between 360 Projects and Services, thus returning to the historical essence of the Group's activity in its origins.

      Therefore, as of the 2025 financial year, three types of segments are distinguished:

      ⏐ GDE

      ⏐ GDT Projects

      ⏐ GDT Services

      Note 5 on Segmentation explains in detail both the contents of each segment and the areas of activity. The Parent Company has been listed on the stock exchange since April 27, 2016.

    2. GROUP STRUCTURE

      The Company is the parent company of a group of companies (the Dominion Group or Group) in accordance with current legislation. The presentation of consolidated financial statements is necessary, in accordance with generally accepted accounting principles and standards, to present a true and fair view of the Group's equity, financial position and results of operations, as well as cash flows.

      Appendix I to this consolidated report provides a breakdown of the identification data of the subsidiaries, joint ventures and associates included in the consolidation perimeter by the full integration method and the equity method, as well as their location.

      Annex II to this consolidated report provides a breakdown of the identification data of the Joint Ventures (UTEs) and joint ventures included in the consolidation perimeter by the proportional integration method.

      The Group assesses the existence of significant influence, not only in terms of the percentage of participation but also in terms of qualitative factors such as presence on the Board of Directors, participation in decision-making processes, exchange of management personnel, as well as access to technical information.

      With respect to joint agreements, in addition to assessing the rights and obligations of the parties, other facts and circumstances are considered to determine whether the agreement is a joint venture or a joint transaction.

      | Joint ventures: Investments in joint ventures are recorded using the equity method (Note 2.4.1).

      | Joint transactions: In joint operations, the Group recognises in its consolidated financial statements:

      • Your assets, including your interest in jointly held assets;

      • Your liabilities, including your share of liabilities incurred jointly;

      • Its income from ordinary activities from the sale of its interest in the proceeds arising from the joint operation;

      • Its share of the income from ordinary activities from the sale of the proceeds carried out by the joint transaction; y

      • Your expenses, including your share of the expenses incurred jointly.

      The companies that are included in the consolidation by applying the equity method are set out in Note 9 of this consolidated report.

    3. CHANGES IN THE SCOPE OF CONSOLIDATION

      FY2025

      1. GDT Projects

        On July 21, 2025, as a key step in the company's simplification strategy, the photovoltaic projects located in the Dominican Republic were sold, in which we held a significant stake in influence. In Note 9 we develop the details of the operation.

      2. GDT Services

        In 2025, the capital increase of the subsidiary Interbox Technology, S.L. has been registered in the Mercantile Registry.approved in the 2023 financial year, once the precautionary suspension that was put in place after the court order received in the 2024 financial year was lifted by the judge. With this modification, the control percentage for the integration of this subsidiary into the Group's consolidated has been modified, from 60% to 99.9%. This modification has no consequences on the Group's total assets, however, there is a transfer from the assets of external shareholders to consolidated reserves.

      3. GDE

      From the end of 2024 and during 2025, a corporate restructuring has been carried out to reflect the change in structure explained in Note 1 in order to reflect the simplification made in the Group and to focus on sustainability. In this regard, new holdings have been set up to house the businesses in the GDE segment detailed below:

      ⏐ General Holding: Global Dominion Environment, S.L. which holds the shares of the following two subholdings:

      ⏐ Dominion Circular Economy, S.L., created in the 2024 financial year, to which in 2025 the shares of the companies dedicated to the circular economy and waste treatment activity have been contributed: Dominion Servicios Medioambientales, S.L. and Geshidro, S.L. with their corresponding subsidiaries.

      ⏐ Dominion Sustainable Services, S.L. to which the shares of the companies engaged in activities related to industrial decarbonisation have been contributed: Beroa Technology Group, GmbH, Dominion E&C Iberia, S.A.U., Global Dominion Access USA, Dominion Global Pty, Ltd., Dominion Global France SAS, Cri Enerbility, SRL, Dominion Industry Arabia LLC, Dominion Polska Z.o.o. and Dominion Baires, S.A.

      Likewise, in the 2025 financial year, new companies have been incorporated in Peru, the United Arab Emirates and Oman for the minimum capital in each country with the following company names: Dominion Servicios Medioambientales Perú, S.A.C, Dominion Environenergy FZE and Dominion Sustainable Services SPC, respectively.

      On July 22, 2025, the agreement for the acquisition of 100% of the Spanish company Ecogestión de Residuos, S.L. was signed., a company dedicated to industrial cleaning and waste treatment. The acquisition price consists of a fixed amount of €4.6 million plus €300 thousand estimated variable based on a formula that takes into account the average EBITDA for the next two years. Payment of the full price is expected over the next 3 years.

      On July 23, 2025, an agreement was signed for the sale of an industrial water treatment plant and industrial waste transfer and treatment centre to the Spanish company Retramur GL, S.L.U. (Unidad de Recuperación de Cartagena, S.L. - URAC). The price of the entire business has been estimated at 7.1 million euros and incorporates a variable amount amounting to 0.5 million euros. In the year, 153 thousand euros have been paid and the remaining amount will be paid in the next two years.

      On 30 September 2025, the conditions set out in the agreement signed on 2 July 2025 for the acquisition, through a subsidiary of the Group in Germany, of 100% of the shareholding of the German company ZCR GmbH, dedicated to the refractory industrial business, a competitor of our businesses in Germany, and which offers access to new markets with high profitability, were concluded. The purchase price of the business has amounted to 1 euro.

      Likewise, on December 31, 2025, the French subsidiary Dominion Global France SAS was sold. The sale price of the shares amounted to €1.5 million, of which €0.5 million was collected in 2025, with €1 million pending collection, which will be collected in 2026. The operation has generated a negligible capital gain. The sales and EBITDA contributed to the Dominion Group in the 2025 financial year amounted to €21.9 million and a loss of €0.8 million, respectively.

      Details of the three acquisitions are provided in Note 32. The movements included in the different notes of this report incorporate as Perimeter Variation all the modifications commented on, both in business combinations and divestments.

      Annex I details this new structure in a more schematic way.

      FY2024

      1. GDT Projects

        In December 2024, up to 75% of the first photovoltaic renewable energy development projects in Italy were sold as part of a large-level agreement in that country. The companies behind the projects sold are Bas Italy Seconda, S.r.l., T2 Energy, S.r.l., Bas Italy Terza, S.r.l. and P1 Solar S.r.l., companies with non-significant net assets and their sale price was in line with them, with no significant capital gain arising in the transaction. The significant influence holding held by shareholders' agreements has been consolidated using the equity method (Note 9) in both years.

        This transaction reinforced Dominion Group's leadership position in the renewable energy sector, consolidating its position as a facilitator and provider of infrastructure for IPPs, while consolidating the Group's role as a key player in the energy transition.

      2. GDT Services

        The subsidiary Interbox Technology, S.L. In the 2023 financial year, it approved a capital increase of 60 million euros that modified the percentage of participation applied since its formalisation from 60% to 99.99% as it was integrated at the end of the 2023 financial year. In 2024, a court order was received that puts into force a precautionary suspension of said increase, so it was reintegrated considering the percentage of participation of 60%, registering the corresponding reclassification between the minority and the parent assets.

        Likewise, in the months of July and September 2024, a corporate restructuring was carried out in the companies dedicated to the commercialisation of energy and telecommunications, all of them within the UGE GDT Servicios tech-energy, specifically two mergers were carried out:

        | Alterna Operador Integral, S.L. absorbed the activities of its subsidiaries 100% Butik Energía, S.L.U. and Tu Comercializadora de Luz, Dos, Tres, S.L., after acquiring the remaining 10% of the latter.

        | The Telecom Boutique, S.L.U. absorbed the company Butik Telco, S.L.U., both companies 100% owned by the same company of the Group, Connected World Services Europe, S.L.

        These corporate restructuring operations did not have any significant effect on the Group's consolidated figures. Likewise, at the end of the year three sales operations were recorded:

        | The sale of 85% of the shares held in the Spanish subsidiary Miniso Lifestyle Spain, S.L. dedicated to the retail sale of various products and utensils for the home and consumption, which was an additional step in the simplification of the Group's activities. This activity was included in the UGE Servicios B2B2C Comerciales del Grupo (now GDT Servicios Comercials).

        The transaction was formalised on September 27, 2024 through an initial sale of 51% of the shares and the establishment of a cross call option for 34%, up to the aforementioned 85%, to be exercised in the first quarter of 2028 and whose calculation takes into account the EBITDA of the 2025 financial years. 2026 and 2027 adjusted for net financial debt at the end of that period. The final price of 85% was estimated at a total of €5.6 million, of which an amount amounting to €4.7 million remained outstanding, which continues to be recognised under the heading "Other non-current assets" of the accompanying consolidated balance sheet until the exercise of the option.

        This business contributed annual sales of approximately 20-25 million euros and an EBITDA of 0.5 million euros.

        | The sale of 100% of the shares of the Spanish subsidiary Dominion Industry & Infrastructures, S.L., after the spin-off of certain projects, with the Group's subsidiary, Dominion Applied Engineering, S.L.U. (formerly Dominion Centro de Control, S.L.U.) (Appendix I), being the beneficiary of the same.

        Following compliance with the conditions precedent stipulated in the sale agreement dated 22 October 2024, including the authorisation of the Competition Market Commission, control of the subsidiary was effectively transferred at the end of November 2024, and it was no longer consolidated from that date. The transferred business was equivalent to an annual turnover of approximately €100 million and a recurring EBITDA of €4.8 million, and had 1,500 employees on staff.

        The transaction price was based on a company value valued at €27.6 million, adjusted for working capital and net financial debt at the closing date of the transaction and considering the value of the outstanding tax bases that could be applied in that year and the following years, reaching a total price estimated at €30 million. As of December 31, 2024, €28.8 million of this amount was collected, with the part corresponding to the estimate of the application of the available tax bases pending collection in the amount of €1.2 million recorded under the heading "Other current financial assets" of the consolidated balance sheet where they continue until the issuance of the tax returns for this year.

        | The sale of 75% of the shares held in the Panamanian company Dominion Centroamericana, S.A. and its subsidiaries and 50% of the shares of Coderland Salvador S.A. de C.V., a business called Coderland, an IT solutions business in Latin America and Spain. The activities of this company were included in the CGU GDT Services.

        The price was set at 6 million euros, of which 50%, 3 million euros have been collected in the 2025 financial year.

        It was a business with annual sales and EBITDA of approximately €11 million and €1.7 million, respectively.

        These operations were part of the Group's strategy to simplify its activity in the services segment and strengthen its position in businesses with greater added value and strong growth levers, such as decarbonisation, energy efficiency, waste management and circular economy services, which contribute to the sustainability of its industrial customers.

        The capital gains obtained from these transactions were recognised in accordance with the valuation standard described in Note 2.4.1 c), under the heading "Other operating income" (Note 24).

      3. GDE

      On May 31, 2024, a business branch dedicated to the transport and logistics of goods, called Unidad Productiva Terpil,

      was purchased for a purchase price that has amounted to €300 thousand settled at the date of operation (Note 32).

      During the second half of the 2025 financial year, the Colombian company acquired in 2022 ZH Ingenieros, S.A.S. was liquidated, transferring its activity, included in the UGE GDT Servicios, to the Colombian company already existing in the Group, Dominion Colombia, S.A.S. As a result, the company's balance sheet was no longer consolidated as of September 2024 and did not have a significant effect on the Group's consolidated figures.

      On the other hand, in 2025 and 2024, several companies with a minimum capital and whose activity was residual in the year have been incorporated, which were marked in Annex I of subsidiaries of the Group with one (1) showing all the companies that have been incorporated into the Group's perimeter.

    4. PREPARATION OF ACCOUNTS

      These consolidated financial statements were prepared by the Board of Directors on 26 February 2026 and are pending approval by the General Meeting, however, the Management of the Parent Company understands that they will be approved without modifications.

  2. CRITERIA FOR THE PREPARATION OF THESE ANNUAL ACCOUNTS

    The main accounting policies adopted in the preparation of these consolidated financial statements are described below. Accounting policies have been applied consistently for all the years presented.

    1. GENERAL CRITERIA AND BASES OF PRESENTATION

      The Group's consolidated financial statements as of December 31, 2025 have been prepared in accordance with International Financial Reporting Standards (IFRS) and the interpretations issued by the IFRS Interpretations Committee (IFRIC) adopted for use in the European Union (EU-IFRS) and approved by the European Commission Regulations and which are in force as of December 31, 2025.

      The consolidated financial statements have been prepared on a historical cost basis, except for assets and liabilities that must be measured at fair value and derivatives that qualify as hedge accounting.

      The preparation of consolidated annual accounts in accordance with EU-IFRS requires the use of certain significant accounting estimates. It also requires management to exercise its judgement in the process of implementing accounting policies. Note 4 discloses the areas that involve a greater degree of judgement or complexity or the areas where assumptions and estimates are material for the consolidated financial statements.

      The consolidated financial statements are not affected by any aspect that may contravene the applicable terms of presentation.

      The directors of the Parent Company have prepared these consolidated financial statements on a going concern basis. There are no indications or situations that cast doubt on this hypothesis.

    2. NEW ACCOUNTING STANDARDS

      1. NEW IFRS ACCOUNTING STANDARDS

        1. Mandatory rules, modifications and interpretations for all financial years beginning on or after 1 January 2025

          ⏐ Amendment to IAS 21: "Lack of convertibility";

          The Group has adopted this amendment in the preparation of its consolidated financial statements, although it has not generated any impact.

        2. Standards, amendments and interpretations that have not yet entered into force but can be adopted in advance

          ⏐ Amendments to IFRS 9 and IFRS 7 "Amendments to the classification and measurement of financial instruments";

          ⏐ Amendments to IFRS 9 and IFRS 7 "Contracts Relating to Nature-Dependent Electricity"

          The Group has not opted for its early implementation and is analysing these amendments, although it does not believe that their future implementation will have a significant impact on the Group.

        3. Rules, interpretations and amendments to existing rules that cannot be adopted in advance or that have not been adopted by the European Union

        As of the date of preparation of these consolidated financial statements, the IASB and the IFRS Interpretations Committee had published the standards, amendments and interpretations detailed below, which are pending adoption by the European Union.

        ⏐ IFRS 18 "Presentation and disclosure in the financial statements".

        ⏐ IFRS 19 "Dependents without public liability: Breakdowns".

        ⏐ IAS 21 (Amendment) "Conversion to a Hyperinflationary Display Currency"

        ⏐ Annual improvements to the IFRS Accounting Standard. Volume 11:

        • IFRS 1: "First Adoption of IFRS";

        • IFRS 7 "Financial Instruments: Disclosures";

        • IFRS 9 "Financial Instruments";

        • IFRS 10 "Consolidated Financial Statements"; y

        • IAS 7 "Statement of Cash Flows".

        The Group is analysing these amendments, although it does not estimate that their future application will have a significant impact on the Group, as the main effect of the application of IFRS 18 will be presentation. In this line, the Group will apply the new standard from its mandatory entry into force date, January 1, 2027. Retrospective application is required, so comparative information for the year ended December 31, 2026 will be restated in accordance with IFRS 18.

      2. OTHER ACCOUNTING STANDARDS

        In recent years, the European Union has taken steps to strengthen the fight against aggressive tax planning in the internal market, including the anti-tax avoidance directives. These directives made recommendations made by the OECD in the context of the Base Erosion and Profit Shifting Initiative into European Union law. Following the recommendations made in the so-called Pillar Two of the BEPS (Base Erosion and Profit Shifting Initiative) programme of the OECD (Organisation for Economic Co-operation and Development) which aims to combat aggressive tax planning by large companies.

        On 27 December 2024, Law 4/2024 was published at the regional level and on 20 December 2024 Law 7/2024 at the state level, through which a new Complementary Tax was created in Spain, thus complying with the obligation to transpose Directive 2022/2523 on the so-called Pillar Two, European law that guarantees a global minimum taxation of 15% for multinational groups of companies and large national groups, including Global Dominion Access.

        The tax period of the supplementary tax on the constituent entities of a multinational group or large national group shall coincide with the financial year of the ultimate parent entity of the multinational group or the large national group if it prepares consolidated financial statements or, failing that, it shall coincide with the calendar year. The tax period of the complementary tax on entities coincides with the calendar year, and began to be applied in the 2024 financial year itself, although the settlement of the first year of application of said tax will take place in July 2026.

        In relation to the approval of this Law, which establishes a complementary tax to guarantee a global minimum level of taxation for multinational groups and large national groups, a detailed analysis of the impact of this regulation on the Group's consolidated tax expense has been carried out. The analysis was based on the information contained in the Country-by-Country report for the financial years 2025 and 2024. With all this, in particular, an analysis has been carried out by jurisdiction, in addition to for safe ports (cases of non-enforceability).

        From the above analysis, we conclude that the different jurisdictions of the Group, in which taxation is less than 15%, can benefit from one of the safe ports, with no effect on the application of the calculation of a complementary tax.

        Likewise, Note 28 details the nominal tax rate of the main jurisdictions, concluding that all of them exceed 15%.

        Finally, Note 21 breaks down the unrecorded unrecorded tax bases pending application in 2024 in addition to the estimate for 2025.

    3. MAIN ACCOUNTING POLICIES

      These consolidated financial statements have omitted information or breakdowns that do not require detail due to their qualitative materiality, have been considered non-material or not material, in accordance with the concept of materiality or materiality defined in the conceptual framework of IFRS, taking the Group's consolidated financial statements as a whole.

      1. PRINCIPLES OF CONSOLIDATION

        1. Dependents and business combinations

          Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when it is exposed, or is entitled, to obtain variable returns due to its involvement in the investee and has the ability to use its power over it to influence these returns.

          The subsidiaries are consolidated as of the date on which control is transferred to the Group, and are excluded from consolidation on the date on which control ceases.

          To account for business combinations, the Group applies the acquisition method. The consideration transferred for the acquisition of a subsidiary corresponds to the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The transferred consideration also includes the fair value of any assets or liabilities arising from a contingent consideration arrangement. Acquisition-related costs are recognised as expenses in the years in which they are incurred. Identifiable assets acquired and contingent liabilities and liabilities assumed in a business combination are initially measured at fair value at the acquisition date. For each business combination, the Group may elect to recognise any non-controlling interest in the acquired for fair value or for the proportionate share of the non-controlling interest in the acquired's identifiable net assets.

          If the business combination is carried out in stages, the fair value at the acquisition date of the equity interest previously held by the acquirer is remeasured at fair value at the acquisition date through profit or loss.

          When the settlement of any part of the cash consideration is deferred, the amounts payable in the future are discounted to their present value on the exchange date. The discount rate used is the incremental interest rate on the entity's indebtedness, being the rate at which a similar loan could be obtained from a financial institution under comparable terms and conditions.

          Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration, classified as financial liabilities, are recognised in

          profit or loss. The contingent consideration that is classified as equity is not revalued and its subsequent settlement is accounted for in equity.

          Goodwill is initially measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquired interest, if any, and the fair value at the acquisition date of the equity interest of the acquirer previously held by the acquirer over the net amount at the acquisition date of the identifiable assets acquired and the liabilities assumed. If this amount is lower than the fair value of the net assets of the acquired subsidiary, in the case of a purchase on advantageous terms, the difference is recognised as a gain directly through profit or loss.

          Inter-company transactions, balances and unrealised gains from transactions between Group entities are eliminated. Unrealized losses are also eliminated. The accounting policies of the subsidiaries have been modified where necessary to ensure consistency with the policies adopted by the Group.

          The identification data of the subsidiaries are broken down in Annex I.

          The annual accounts/financial statements used in the consolidation process are, in all cases, those corresponding to the year ended December 31 of each year.

          The non-controlling interests in profit or loss and equity of subsidiaries are shown separately in the following consolidated statements: balance sheet, profit and loss account, statement of comprehensive income and in the statement of changes in equity.

        2. Changes in ownership interests in dependants without change of control

          The Group accounts for transactions with non-controlling interests that do not result in loss of control as transactions with the owners of the Group's equity. In purchases of non-controlling interests, the difference between the fair value of the consideration paid and the corresponding proportion acquired of the carrying amount of the subsidiary's net assets is recognised in equity. Gains or losses on the sale of non-controlling interests are also recognised in equity.

        3. Disposals of dependants

          When the Group ceases to have control, any retained interest in the entity is remeasured at fair value on the date on which control is lost, and the change in the carrying amount of the investment is recognised against the income statement under the heading "Other operating income" or "Other expenses" depending on whether it is a capital gain or a loss. Fair value is the initial carrying amount for the purposes of subsequent accounting of the interest retained as an associate, joint venture or financial asset. In addition, any amount previously recognised in other comprehensive income in relation to that entity is recognised as if the Group had sold all related assets and liabilities directly. This could mean that the amounts previously recognised in other comprehensive income are reclassified to the income statement.

        4. Method of participation

        Associates are all entities over which the Group exercises significant influence but has no control, which is generally accompanied by a participation of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share in the invested's results after the acquisition date. The Group's investment in associates includes, if applicable, the goodwill (net of impairment losses) identified in the acquisition (Note 2.4.4.a). Note 2.4.5 sets out the policy on impairment of non-financial assets, including goodwill.

        If the ownership of a shareholding in an associate is reduced, but significant influence is maintained, only the proportional part of the amounts previously recognised in the other comprehensive profit or loss is reclassified to the income statement.

        The Group's share of the gains or losses following the acquisition of its associates is recognised in the consolidated income statement, and its share of movements in reserves is recognised in the other consolidated comprehensive income.

        Where the Group's share of an associate's losses is equal to or greater than its share in the associate, including any other unsecured receivables, the Group does not recognise additional losses, unless it has incurred legal or implied obligations or made payments on behalf of the associate.

        On each financial reporting date, the Group determines whether there is any objective evidence that the value of the investment in the associate has been impaired. If this is the case, the Group calculates the amount of the impairment loss as the difference between the recoverable amount of the associate's and its carrying amount and recognises the resulting amount within "Share of profit or loss of associates" in the consolidated income statement.

        Gains and losses arising from upstream and downstream transactions between the Group and its associates are recognised in the Group's financial statements only to the extent that they correspond to the holdings of other investors in the associates not related to the investor. Unrealized losses are eliminated unless the transaction provides evidence of impairment loss on the transferred asset. The accounting policies of the associates have been modified when necessary to ensure consistency with the policies adopted by the Group.

        Dilution gains or losses arising from investments in associates are recognised in the consolidated income statement.

      2. FOREIGN CURRENCY CONVERSION

        1. Functional currency and presentation

          The items included in the annual accounts of each of the Group's entities are measured using the currency of the main economic environment in which the entity operates ("functional currency"). All the Group's entities have as their functional currency the currency of the country where they are located, with the exception of certain subsidiaries of the BAS Projects Corporation, S.L. subgroup in Argentina, the Dominican Republic and Ecuador, whose functional currency has been set in the US dollar as it is the currency that best reflects the economic substance of the operations of the aforementioned subsidiaries.

          The consolidated financial statements are presented in euros, which is the functional and presentation currency of the Parent Company.

        2. Transactions and balances

          Foreign currency transactions are converted to the functional currency using the exchange rates in effect on the transaction dates. Gains and losses in foreign currency resulting from the settlement of these transactions and the conversion to closing exchange rates of monetary assets and liabilities denominated in foreign currency are recognised in the income statement, except if they differ in equity, such as qualified cash flow hedges and qualified net investment hedges.

          Gains and losses on exchange differences are presented in the consolidated income statement under the line "Net exchange differences".

          Non-cash items that are measured at fair value in a foreign currency are translated using the exchange rates on the dates on which fair value was determined. Translation differences in assets and liabilities recognised at fair value are presented as part of the gain or loss at fair value. For example, translation differences in non-cash assets and liabilities, such as equity holdings held at fair value through profit or loss, are recognised in profit or loss at fair value and translation differences in non-cash assets, such as equity interests classified at fair value through other comprehensive income, are included in other profit or loss global.

        3. Group Entities

          The results and financial position of all Group entities that have a functional currency other than the presentation currency, except for the two existing subsidiaries in Argentina considered to be a hyperinflationary economy since 2018, are translated into the presentation currency as follows:

          1. The assets and liabilities of each balance sheet presented are translated at the closing exchange rate on the date of the consolidated financial statement;

          2. Income and expenses in each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates existing at the transaction dates, in which case income and expenses are translated at the transaction date); y

          3. All resulting exchange differences are recognised as a separate component of consolidated equity.

            In consolidation, exchange differences arising from the conversion of a net investment in foreign entities, and of loans and other foreign currency instruments designated as hedges for those investments, are carried into shareholders' equity. When the investment is made or not classified as a net investment in foreign entities, these exchange differences are recognised in the income statement as part of the gain or loss on the sale.

            Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing exchange rate.

            The Group has designated certain loans granted to foreign subsidiaries as net investment in a foreign business, classifying the exchange differences arising during the year under the heading "Cumulative exchange rate difference" in equity for a negative aggregate amount of €19,777 thousand in 2025 (2024: positive exchange differences of €5,279 thousand). The cumulative amount of the exchange differences arising from this item included under the heading "Cumulative exchange rate differences in equity" amounted to negative €21,153 thousand as of December 31, 2025 (2024: negative €1,376 thousand). The liquidation of these loans is not planned and is not likely to take place in the near future.

        4. Financial information in hyperinflationary economies

        The financial statements of Argentine subsidiaries whose functional currency is that of a hyperinflationary economy were restated in 2018 for the purpose of being presented in homogeneous currency at the closing date, in accordance with the provisions of IAS 29 "Financial Information in Hyperinflationary Economies":

        Argentina was declared a hyperinflationary economy since July 1, 2018, due to the fact that the accumulated inflation of the last three years exceeded 100% according to the variation in the Internal Wholesale Price Index published by the National Institute of Statistics and Census of Argentina.

        Argentina has registered a cumulative inflation of 31.55% in 2025 (2024: 117.8%) and the average exchange rate of the Argentine peso against the euro has been an exchange rate of 1412.41 (2024: 989.81).

        For this reason, the balance sheets as of December 31, 2018 of the subsidiaries that the Group maintains in Argentina, (see Appendix I), were restated retroactively from the last adjustment made by these companies, which dates back to 2003, following the indications of IFRIC 7 "Application of the Restatement Procedure according to IAS 29". For the calculation of the restatement, the Indices defined by the Technical Resolution of the Governing Board 439/18 published by the Argentine Federation of Professional Councils were used. The effect of this restatement has not been significant in the years 2025 and 2024.

      3. PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment are recognised at cost less depreciation and the corresponding accumulated impairment losses, except in the case of land, which is shown net of impairment losses.

        Historical cost includes expenses directly attributable to the acquisition of the items. This cost may also include gains or losses on qualified cash flow hedges from foreign currency acquisitions of property, plant and equipment transferred from equity.

        Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, only when it is likely that the future economic benefits associated with the items will flow to the Group and the cost of the item can be reliably determined. The carrying amount of the replaced component is deregistered. The rest of the repairs and maintenance are charged to the income statement during the year in which they are incurred.

        The expenses incurred during the year due to the works and work that the company carries out for itself are recorded in the corresponding expense accounts. The property, plant and equipment accounts in progress will be debited for the amount of these expenses, with a credit to the income item that includes the work carried out by the company.

        The land is not amortised. Depreciation on other productive assets is calculated using the straight-line method to allocate their costs to their residual values over their estimated useful lives:

        Years of estimated useful life

        Constructions 25 - 50

        Technical installations and machinery (including Energy transition infrastructures)

        10 - 20

        Other facilities and furniture 6 - 15

        Other fixed assets 2 - 4

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

        When the carrying amount of an asset is higher than its estimated recoverable amount, its carrying amount is immediately reduced to its recoverable amount (Note 2.4.5).

        Gains and losses on the sale of property, plant and equipment are calculated by comparing the income obtained with the carrying amount and are included in the consolidated income statement.

      4. INTANGIBLE ASSETS

        1. Goodwill

          Goodwill represents the excess of the acquisition cost over the fair value of the Group's interest in the identifiable net assets and contingent liabilities of the acquired subsidiary at the acquisition date. Goodwill related to acquisitions of dependants is included in intangible assets. The Group tests annually whether goodwill has suffered any loss due to impairment and, if so, it is recorded as a lower cost, and this impairment cannot be reversed in the future. To calculate the gains and losses on the sale of an entity, the carrying amount of goodwill related to the sold entity is included.

          For purposes of carrying out the impairment loss tests, goodwill acquired from a business combination is allocated to each of the cash-generating units, or groupings thereof, that are expected to benefit from the synergies of the combination. Each unit or group of units to which goodwill is allocated represents the lowest level within the entity to which goodwill is controlled for internal management purposes.

          Reviews of goodwill impairment losses are made annually or more frequently if events or changes in circumstances indicate a potential impairment loss. The carrying amount of goodwill is compared to the recoverable amount, which is the value in use or fair value less costs to sell, whichever is greater. Any impairment losses are immediately recognised as an expense and subsequently not reversed.

        2. Research and development expenditure

          Research expenses are recognised as an expense when incurred. Costs incurred in development projects (related to the design and testing of new or improved products) are recognised as intangible assets when the project is likely to be a success considering its technical and commercial feasibility, management intends to complete the project and makes available the technical and financial resources to do so, There is the ability to use or sell the asset generating probable economic benefits, and its costs can be reliably estimated. Other development expenses are recognised as expenses when they are incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Development costs with a finite useful life that are capitalised are amortised from the start of commercial production of the product in a linear manner over the period in which they are expected to generate profits, not exceeding five years.

          Costs directly related to the production of unique and identifiable software controlled by the Group, and which are likely to generate economic benefits in excess of costs for more than one year, are recognised as intangible assets. Direct costs include the costs of the staff who develop the software and any overhead costs attributable to them. In 2025, the Group has activated as IT developments an amount of €6,904 thousand related to the cost of the work carried out internally for the development of computer applications with credit to the heading "Employee benefit expenses" in the consolidated income statement for 2025 (2024: €9,896 thousand) (Note 7).

          The computer developments of our own development, recognised as assets, are amortised during their estimated useful lives that do not exceed 4 years.

          Development assets are undergoing impairment testing in accordance with IAS 36. In the 2025 and 2024 financial years, the corresponding deterioration tests have been carried out, detecting no signs of deterioration.

        3. Trademarks and licenses

          Trademarks and licenses purchased from third parties are presented at historical cost. Those acquired through business combinations are recognised at fair value at the acquisition date. These assets arise either from the acquisition in the market of such licenses and/or trademarks, or in the context of the process of assigning the purchase price to the assets acquired in business combinations. These assets are initially measured at fair value in accordance with the "MPEEM - Multi-period Excess Income Method" valuation methodology, which is based on the present value of the business's operating cash flows less the charge for contributory assets.

          Some of the business licences obtained are in perpetuity so they are not amortised and others, after initial recognition, are amortised on a straight-line basis over the estimated period that these assets will contribute cash flows to the Group, which is generally estimated at 10 years and 20 years.

          At the end of the 2025 and 2024 financial years, deterioration tests have been carried out, detecting no signs of deterioration to be recorded.

        4. Customer and order book

          The Group includes under this heading the associated value of the customer and order portfolios acquired for consideration in the context of the business combinations carried out in each year. These assets arise in the context of the process of assigning the purchase price to the assets acquired in such transactions and are initially measured at fair value in accordance with the valuation methodology "MERM - Multi-period Excess Income Method" which is based on the present value of the operating cash flows of the business deducting the charge for contributory assets. Following its recognition, the Group amortises the customer and order portfolio on a straight-line basis over the estimated period that they will provide cash flows to the Group, which is generally estimated at 4 to 10 years for the customer portfolio and 4-5 years for the order book.

          In the 2025 and 2024 financial years, the corresponding deterioration tests have been carried out, detecting no signs of deterioration.

        5. Computer applications

        Purchased software licences are capitalised on the basis of the costs incurred to acquire and prepare them for use of the specific software.

        Software recognised as assets is amortised over their estimated useful lives not exceeding 4 years.

      5. IMPAIRMENT LOSSES ON NON-FINANCIAL ASSETS

        Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment losses. Assets subject to depreciation are reviewed for impairment losses whenever an event or change in circumstances indicates that the carrying amount may not be recoverable. An impairment loss is recognised for the carrying amount of the asset that exceeds its recoverable amount. The recoverable amount is the greater of the fair value of an asset less costs to sell and the value in use. For the purpose of assessing impairment losses, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash-generating units).

        Non-financial assets, other than goodwill, that have suffered an impairment loss are subject to revisions at each balance sheet date in case the loss has been reversed.

      6. FINANCIAL ASSETS CLASSIFICATION

The Group classifies its financial assets into the following valuation categories:

| Those that are measured after fair value (either through changes in other comprehensive income or in profit or loss), and

| Those that are valued at amortised cost

The classification depends on the entity's business model for managing financial assets and the contractual terms of the cash flows of the assets and investments.

For assets measured at fair value, gains and losses shall be recognised in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group made an irrevocable election at the time of initial recognition to account for the equity investment at fair value with changes in other comprehensive income.

The Group reclassifies investments in financial assets when and only when it changes its business model to manage those assets.

RECOGNITION AND APPRECIATION

Financial assets

Conventional purchases and sales of financial assets are recognised on the trade date, the date on which the Group undertakes to buy or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the

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