Consolidated Annual Financial Report FY 2025

Auditor's report

Consolidated annual accounts as at 31 December 2025 Consolidated management report

This version of our report is a free translation from 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 or opinions, the original language version of our report takes precedence over this translation.

To the shareholders of Izertis, S.A.:

We have audited the consolidated annual accounts of Izertis, S.A. (the Parent company) and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2025, and the income statement, statement of comprehensive income, statement of changes in equity, cash flow statement and related notes, all consolidated, for the year then ended.

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

We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated annual accounts section of our report.

We are independent of the Group in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the consolidated annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.

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

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

PricewaterhouseCoopers Auditores, S.L.

C/ Fray Ceferino, 2, 33001 Oviedo, España

https://www.pwc.es Tel.: +34 985 208 550 / +34 902 021 111

R. M. Madrid, hoja M-63.988, folio 75, tomo 9.267, libro 8.054, sección 3.ª Inscrita en el R.O.A.C. con el número S0242 - NIF: B-79031290

Impairment of goodwill and customer relations

As of 31 December 2025 the value of goodwill amounted to €87,320 thousand and the value of customer relations amounted to €59,400 thousand (see note 9 of the accompanying consolidated annual accounts), which together represents 54% of the total consolidated balance sheet. The Group's different goodwill is allocated to the corresponding cash-generating units (CGUs) or groups of CGUs, representative of the lines of activity that exist in each country of operation (see note 9.e) of the accompanying consolidated annual accounts). Customer relations are assigned to the different CGUs, which are defined in accordance with the Group's country lines of activity (see notes 1 and 2 of the accompanying consolidated annual accounts).

In the case of customer relations, the Group assesses whether or not there are signs of impairment in accordance with the provisions of note 3.5.c) of the accompanying consolidated annual accounts.

The Group annually carries out an analysis of the impairment of goodwill, and in the event of identifying indications of impairment, of customer relationship assets, in accordance with the provisions of note 3.5.b) of the accompanying consolidated annual accounts, and determines the recoverable amount thereof based on the value in use. for which it estimates the present value of the expected cash flows of the CGUs and groups of CGUs. The key assumptions used in the estimation of these cash flows for the purposes of the impairment analysis are detailed in note 9.f) of the accompanying consolidated annual accounts.

Due to the relevance of the amounts involved, together with the estimates and judgments made (see note 2 of the accompanying consolidated annual accounts) in relation to the impairment analysis of these assets, this area of work has been considered a key issue in our audit.

As part of our audit procedures, we have carried out an understanding of the procedures followed by the Group to carry out the impairment analysis of these non-current assets, which includes the understanding and evaluation of the composition of the different CGUs and groups of CGUs that the Group has defined.

In relation to the verification of the impairment of customer relationships, we have evaluated the analysis of the impairment indicators of the CGUs to which they are assigned carried out by the Group.

In relation to the goodwill impairment tests carried out by the Group, we have carried out, among others, the following procedures:

• We have evaluated the reasonableness of the main hypotheses used through meetings with management, carrying out an analysis of the main estimated variables that have served as the basis for the calculations made, including the contrast with the historical results.

• In relation to the discount rates applied, we have made an assessment based on general market indicators, and their reasonableness has been evaluated by questioning and contrasting the calculations made by the Group.

• We have checked the arithmetic correctness of the calculations made.

• We have evaluated the sensitivity calculations on the key assumptions carried out by the Group and the estimation of the magnitude of the change that must occur for the assets of the CGU groups to deteriorate.

  Finally, we have assessed the adequacy of the information disclosed in the consolidated annual accounts with respect to the value assessment of these assets.

  The result of the procedures carried out has made it possible to reasonably achieve the audit objectives for which they were designed.

  Business Combinations

  As described in note 6 of the accompanying consolidated annual accounts, the Group has carried out several business combinations during the years 2025 and 2024. In this regard, the accompanying consolidated annual accounts include the provisional determination of the fair value of the identifiable assets acquired and the identifiable liabilities assumed as a result of the business combinations carried out in 2025 (Assured Thought Limited, May Business Consulting Limited, May Business Consulting, S.L., Coderland Panamá, S.A. and subsidiaries, ICALIA Solutions, S.L.U. and ICA Transformación Digital, S.L.U.), as well as the definitive determination of the fair value of the identifiable assets acquired and the identifiable liabilities assumed as a result of the business combinations carried out in 2024 (Projecting Limited and Digiswit, Sàrl.).

  These transactions, as explained in note 3.4. of the accompanying consolidated annual accounts, have been accounted for using the acquisition method set out in IFRS 3. These transactions are transactions whose recording in the consolidated annual accounts requires the Group's management to make judgments and estimates in determining the fair value of the assets acquired and liabilities assumed and in the determination of the contingent consideration established contractually.

  Due to the estimates and judgments made (see note 2 of the accompanying consolidated annual accounts) by the Group's management in determining the fair value of the assets acquired and liabilities assumed and in the determination of contingent considerations, and due to the relevance of the amounts involved, the analysis of these transactions has been considered a key issue in our audit.

  As part of our audit procedures, we have conducted an understanding of the procedures followed by the Group for determining the cost of business combinations, determining the fair value of assets acquired and liabilities assumed, and accounting for them.

  We have obtained the purchase and sale agreements for the business combinations, and we have evaluated the date of taking control of the aforementioned businesses. Likewise, we have analyzed the established considerations and obtained the supporting documentation justifying the disbursements made and the reasonableness of the main hypotheses considered in the determination of the contingent considerations, for which we have considered their coherence with the business plans of the businesses acquired.

  For each business combination, we have obtained the provisional analysis, with respect to those carried out in 2025, and definitive, with respect to those carried out in 2024, of the Group for the determination of the cost of the business combination and the fair value of the assets acquired and liabilities assumed, and we have checked the arithmetic correctness of the calculations made and evaluated the reasonableness of the main hypotheses considered. We have also evaluated the methodology applied by the Group to determine the fair value of the assets and liabilities acquired.

  Finally, we have checked the accounting records made and whether the breakdowns of information included in the consolidated annual accounts with respect to these business combinations are adequate to the requirements established by the financial reporting framework applicable to the Group.

  The result of the procedures carried out has made it possible to achieve the audit objectives for which they were designed.

  Other information: Consolidated management report

  Other information comprises only the consolidated management report for the 2025 financial year, the formulation of which is the responsibility of the Parent 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 regarding the consolidated management report, in accordance with legislation governing the audit practice, is to:

  1. 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, as referred to in the Auditing Act, have been provided in the manner required by applicable legislation and, if not, we are obliged to disclose that fact.

  2. Evaluate and report on the consistency between the rest of the information included in the consolidated management report and the consolidated annual accounts as a result of our knowledge of the Group obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of this part of the consolidated management report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact.

  On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above has been provided in the manner required by applicable legislation and that the rest of the information contained in the consolidated management report is consistent with that contained in the consolidated annual accounts for the 2025 financial year, and its content and presentation are in accordance with applicable regulations.

  Responsibility of the directors and the audit commission for the consolidated annual accounts

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

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

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

  Auditor's responsibilities for the audit of the consolidated annual accounts

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

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

  As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

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

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

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

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

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

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

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

We also provide the Parent company's audit commission with a statement that we have complied with ethical requirements relating to independence and we communicate with the aforementioned those matters that may reasonably be considered to threaten our independence and, where applicable, the safeguards adopted to eliminate or reduce such threat.

From the matters communicated with the Parent company's audit commission, we determine those matters that were of most significance in the audit of the consolidated annual accounts of the current period and are therefore the key audit matters.

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

We have examined the digital files of the European single electronic format (ESEF) of Izertis, S.A. and its subsidiaries for the 2025 financial year that comprise an XHTML file which includes the consolidated annual accounts for the financial year and XBRL files with tagging performed by the entity, which will form part of the annual financial report.

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

Our responsibility is to examine the digital files prepared by the Parent company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the consolidated annual accounts included in the aforementioned digital files completely agrees with that of the consolidated annual accounts that we have audited, and whether the format and markup of these accounts and of the aforementioned files has been effected, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital files examined completely agree with the audited consolidated annual accounts, and these are presented and have been marked up, in all material respects, in accordance with the requirements established in the ESEF Regulation.

The opinion expressed in this report is consistent with the content of our additional report to the audit commission of the Parent company dated 24 March 2026.

The General Ordinary Shareholders' Meeting held on 13 June 2024 appointed us as auditors of the Group for a period of three years, as from the year ended 31 December 2024.

Services provided to the Group for services other than the audit of the accounts are disclosed in note 33 to the consolidated annual accounts.

PricewaterhouseCoopers Auditores, S.L. (S0242)

Original in Spanish signed by Conrado Cea Sánchez (19947)

24 March 2026

Izertis, S.A. and its subsidiaries

Consolidated annual accounts and consolidated management report

December 31, 2025

TABLE OF CONTENTS

Izertis, S.A. and its subsidiaries

1. General information 8

2. Presentation requirements 18

3. Accounting and valuation standards 25

4. Financial risk management 51

5. Segment reporting 58

6. Business mergers 62

7. Property, plant and equipment 81

8. Right-of-use assets and lease liabilities 83

9. Goodwill and other intangible assets 87

10. Investments accounted for using the equity method and joint ventures 95

11. Financial instruments 96

12. Other financial assets 100

13. Trade and other receivables 102

14. Inventories 105

15. Cash and cash equivalents 106

16. Other current assets 107

17. Share capital and share premium 108

18. Retained earnings and other reserves 111

19. Treasury shares 114

20. Other equity instruments 116

21. Conversion rate differences 117

22. Non-controlling interests 118

23. Grants 119

24. Financial liabilities from the issue of bonds and other marketable securities 120

25. Financial liabilities with credit institutions 124

26. Other financial liabilities 128

27. Trade and other payables 131

28. Public authorities and tax position 133

29. Revenue and expenditure 140

30. Guarantees, contingencies and other commitments 146

31. Transactions with related parties 147

32. Remuneration of the Board of Directors and Management Committee 148

33. Audit fees 150

34. Environmental reporting 151

35. Subsequent events 152

ANNEXES 154

COMPREHENSIVE MANAGEMENT REPORT 159

In thousands of euros

Consolidated statement of comprehensive income for the Years Ended December 31, 2025 and 2024

In thousands of euros

In thousands of euros

The attached Consolidated Explanatory Notes form an integral part of the consolidated financial statements as of 31 December 2025

1. ‌General Information

   Izertis, S.A. (hereinafter "Izertis", "Parent Company" or the "Company") was incorporated on 1 July 1998 under the company name "Chipbip Servicios y Sistemas, S.L.". On 22 July 2011, the Company changed its name to Izertis, S.L. Subsequently, on 19 June 2019, the Company's General Meeting of Partners resolved to convert the company from a limited liability company to a public limited company, thereby changing its name to Izertis, S.A.

   Furthermore, on 27 June 2025, the Company's General Meeting of Shareholders resolved to delist all shares representing the Company's share capital from the BME Growth segment of BME MTF Equity and, at the same time, to apply for the admission to trading of all shares representing the Company's share capital on the Madrid, Barcelona, Bilbao and Valencia via the Spanish Stock Exchange Interconnection System (SIBE). In this context, the amendment to the Articles of Association was approved in order to bring them into line with the status of a listed company and the requirements and practices of good corporate governance for listed companies, as well as the introduction of other technical improvements. Likewise, the Rules of Procedure of the General Meeting and the Rules of Procedure of the Board of Directors, which are legally required of a listed company, were approved at the same General Meeting. By virtue of the aforementioned listing of its shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, in accordance with the provisions of Article 529 bis of Royal Legislative Decree 1/2010 of 2 July, approving the consolidated text of the Corporate Enterprises Act (the "Corporate Enterprises Act"), the Company's governing body was amended through the resignation of Laren Capital, S.L., as Chairman and Chief Executive Officer of the Board of Directors, with effect from 27 June 2025, and the simultaneous appointment of Mr Pablo Martín Rodríguez as Chairman and Chief Executive Officer of the Board was agreed.

   On 4 July 2025, the shares representing the Company's share capital began trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, following the approval and publication by the Spanish National Securities Market Commission on 3 July 2025 of the Registration Document, drawn up by the Company in accordance with Regulation (EU) 2017/1129.

   The registered office and tax domicile of the Parent Company is at Avenida del Jardín Botánico, No. 1,345, 33203, Gijón, Asturias (Spain), and its tax identification number is A33845009.

   The direct parent company of Izertis, S.A. is Laren Capital, S.L., with its registered office and tax domicile at Calle Basauri, No. 6, 28023, Madrid, Madrid (Spain), which holds 13,051,782 shares representing 44.96% of the share capital as of 31 December 2025 (13,253,447 shares representing 47.53% of the share capital as of 31 December 2024).

   Izertis S.A. is the Parent Company of a Group comprising the subsidiaries included within the scope of

   consolidation, as detailed in Annex I (hereinafter, the "Group" or "Izertis Group").

   The Group holds a 100% stake in Izertis Perú, S.A.C., a pre-operational company incorporated and domiciled in Lima in the 2016 financial year, whose corporate purpose is the provision of IT consultancy services.

   As of 31 December 2025 and 2024, the Group did not include it within the scope of consolidation because the figures for this subsidiary were not material in relation to the Group's total assets, liabilities, equity, revenue and profit before tax as of those dates. As of 31 December 2024, the Group did not include the company Zesto Platforms, S.L.U. within the scope of consolidation (see Note 3.1).

   The Parent Company is a partner in various joint ventures with other partners, which have been included in these consolidated financial statements. Information regarding the joint ventures, which take the form of Joint Ventures (JVs), is presented in Annex III.

   The Group's corporate purpose and business activity is IT engineering and consultancy through the outsourcing of business solutions, the management of digital transformation projects, as well as infrastructure and systems for software development and customisation.

   Izertis facilitates its clients' digital transformation by designing and deploying highly complex projects across a broad technological spectrum, with a significant impact on society as a whole. Our model combines strategic consultancy services, end-to-end implementation and 24/7 managed operations, resulting in growing recurring revenue, strong client relationships and the capacity for international expansion.

   The Group's operations are structured at an operational level into the following business lines:

   1.1.

   Cloud & Infrastructure

   
   
   

   In the Cloud & Infrastructure business unit, IZERTIS designs, deploys and manages robust, secure and scalable technology environments optimised for artificial intelligence and big data processing. Its scope covers the digital workplace (identity, devices and productivity in Microsoft 365), the design and governance of hyperscale platforms such as Microsoft Azure, Amazon Web Services and Google Cloud Services, 360° monitoring, comprehensive infrastructure management and 24/7 managed operations from the Managed Services Centre (MSC). The offering is designed to ensure operational stability, cost predictability and scalability, with security and compliance built in from the design stage.

   The service offering covers the following areas:

   • Digital workplace and productivity. The service covers identity and access management, device fleet management, and the operation of collaboration and content platforms (email, intranet, corporate storage and team workspaces), as well as endpoint security and user environment automation to

     eliminate friction and boost productivity at scale. This coverage reduces the total cost of ownership by standardising tools and processes across the organisation.

   • Cloud architecture and modernisation. The practice designs and prepares cloud environments with security and efficiency in mind, and automates deployment to speed up rollouts, reduce errors and facilitate audits. This includes migrations to hyperscale providers and application modernisation (containerisation, serverless) with observability management and FinOps, which combines financial management with cloud engineering and operations, ensuring cost-effective delivery and minimising infrastructure costs through continuous optimisation.

   • Deployment of infrastructure for AI systems. This area designs infrastructure that is ready for artificial intelligence from the outset, anticipating the future use of data and AI solutions. The service incorporates the design of AI-ready infrastructures, combining accelerated computing (GPU/HPC), high-performance storage and low-latency networks with MLOps practices and data governance, so that models can operate in production under standards equivalent to those of critical applications. Coordination with the AI & Data and Cybersecurity areas ensures continuity, security and compliance throughout the entire lifecycle.

   • Managed services. Izertis operates a 24/7 Managed Services Centre, an operational unit responsible for monitoring, managing and providing ongoing support for its clients' IT systems. The MSC provides continuous monitoring, operation, administration and maintenance with SLAs (service level agreements) and KPIs (key performance indicators); it integrates incident, problem and change management, supplier management, continuous improvement, and systematic control of costs (FinOps) and security (EDR/XDR, integration with SIEM/SOC). The aim is to transform the infrastructure into a governed and auditable service, with metrics that are understandable to senior management (availability, response times, cost per unit of service). This is a single framework for managing people, processes and technology, featuring executive metrics, cost control and built-in security, designed to transform infrastructure into a scalable and auditable business capability.

     1.2.

     Consultancy & Governance

     
     
     

     In the Consultancy & Governance division, Izertis offers services including strategic consultancy and the implementation of technology governance models. It develops strategies that optimise operational efficiency and create new business opportunities. Work is carried out hand in hand with executive teams (CxO) to ensure that each initiative is perfectly aligned with corporate objectives and backed by a solid technological foundation.

     The division is capitalising on the growing demand for advice on strategic AI, digital regulation (NIS2, DORA, the Cyber Resilience Act, the AI Act) and data-driven operational models. The consulting teams combine extensive industry knowledge with experience in implementing disruptive technologies, enabling them to design strategies that truly drive growth and innovation. This expertise enables us to offer distinctive strategic consultancy services in artificial intelligence, hyper-automation and Enterprise Programme Management Offices (EPMOs).

     The service offering covers the following areas:

   • Enterprise Programme Management Offices. With a "Lean/Agile" approach, Izertis' Enterprise Project Management Offices act as change accelerators, providing methodologies, tools and metrics that maximise the return on your strategic investments. To this end, standard frameworks are combined with proprietary accelerators based on artificial intelligence (AI) that speed up diagnostic processes, improve the generation of strategic roadmaps and optimise the implementation of solutions, significantly reducing project times and maximising return on investment.

   • AI adoption programmes. Designing strategic AI plans that link objectives to outcomes, prioritising areas with the greatest impact and return, and drawing up a roadmap with milestones, metrics and resources. It focuses on turning these objectives into reality by defining and implementing use cases: from the initial assessment and the business case through to the pilot phase and roll-out, backed by evidence of value, cost and risk. An AI governance framework is established to ensure responsible, measurable and auditable use. The service cycle is completed by providing support throughout the change management process (communication, adoption and support).

   • Operational efficiency. The portfolio includes process, re-engineering, continuous improvement and digitalisation services delivered via AI-assisted rapid development (low-code) platforms, delivering benefits in terms of costs, timelines and user experience. The aim is to transform the operation into a predictable system, with less friction, shorter lead times and lower costs, whilst ensuring traceability and control. Built-in AI speeds up delivery and improves quality.

   • Implementation of management solutions. Across the board, the adoption of new working models is facilitated through change management and cultural transformation and its ability to deploy project portfolio management (PPM) and enterprise service management (ITSM and ESM) solutions to automate defined management processes based on software package solutions from Atlassian and Microsoft.

   • Standardisation and compliance. The approach includes a comprehensive module covering the implementation, operation and auditing of standards and frameworks: National Security Framework, ISO 27001, ISO 22301, NIS2, DORA, CRA, TISAX, GDPR, ISO 3100 and AI-specific standards such as ISO/IEC 42001, ISO 38507 and ISO 5338. This framework is reinforced by role-based awareness programmes,

     SASE (Secure Access Service Edge) deployments and the automation of cloud-based controls to ensure compliance by design, with metrics covering detection and response times and control coverage.

     1.3.

     Cybersecurity

     
     
     

     The combination of advanced services, capabilities in classified environments and the proprietary Ozire platform gives Izertis a distinct advantage in highly regulated sectors such as the public sector, defence, energy and finance. Izertis' services are used in regulated environments, ranging from audits and attack simulations to the implementation of digital monitoring strategies and incident response. This is a cross-functional unit that provides reliability and assurance in the configuration of security measures, with a high degree of specialisation in information protection and comprehensive support throughout a continuous cycle for asset and data governance. Cybersecurity protects critical assets through a system that combines prevention, detection and response with risk management and compliance. It covers secure architectures (cloud and on-premises), data protection and governance (classification, encryption, DLP), identity and access management (MFA, privileges, Zero Trust), endpoint security, digital surveillance, cyber intelligence and attack surface management, supported by a CISO Support Office that develops policies, procedures and executive dashboards.

     The service offering covers the following areas:

   • Advanced resilience and cyber intelligence services. We work with crisis management committees through simulations, analyses of sector-specific adversaries and assessments of supply chain providers; at the same time, we incorporate asset security analyses using passive and non-intrusive techniques that enable continuous scanning for vulnerabilities and exposure (fingerprinting, correlation with intelligence sources and configuration reviews based on telemetry and logs). At the same time, the department provides support to the Chief Information Security Officer (CISO) in the performance of their duties and in any other role associated with their position, including the development of security policies and implementation plans, the review of security documentation, and the production of executive reports containing cybersecurity metrics and indicators that facilitate decision-making for clients.

   • Classified systems and the supply chain. Izertis has the capability to design, certify and operate environments handling sensitive or classified information, including ENS pre-inspections, system hardening and evidence traceability throughout the entire lifecycle. Specifically, the company operates RAA (Restricted Access Area) and PAA (Protected Access Area) zones at its headquarters, which are equipped to handle classified information securely. In addition, critical client services are assessed

     through risk analysis and cybersecurity scoring; managed supply chain monitoring and control services are implemented (exposure monitoring, tracking of remediation plans, and verification of security clauses in contracts and SLAs), and we participate in corporate security committees to escalate incidents, prioritise investments and ensure operational continuity in the public sector, defence and critical infrastructure.

   • Ozire. The solution is built on Ozire, a cybersecurity platform developed by Izertis that centralises governance, asset inventory, risk assessment, remediation plans and technical compliance with European regulations. Its approach incorporates analytics and AI to prioritise actions based on impact and effort, and consolidates evidence to facilitate auditing and reporting to senior management.

   • Identity and trust. Finally, as part of its commitment to innovation and emerging technologies, Izertis uses blockchain technologies for traceability and automation of critical processes, facilitating decentralised identity management models and smart contracts. A particular highlight is Identfy, Izertis's wallet approved under the European Identity Framework (EBSI/EUDI): it enables the use of verifiable credentials and streamlines customer onboarding and KYC checks, offering greater privacy and trust.

     1.4.

     Software Engineering

     
     
     

     The Software Engineering business unit delivers solutions that guarantee resilience, scalability and security in demanding business environments and facilitate digital transformation, focusing on creating value and accelerating time to market. Software Engineering translates strategy into platforms and products with quality built-in and security by design, linking technical metrics (availability, latency, errors) with business KPIs (adoption, conversion, revenue). It accelerates the transition from "projects to products" by building platforms and applications that integrate generative AI capabilities and corporate agents, with a strong focus on sectors where Izertis already has a strong foothold (finance, insurance, industry and the public sector).

     The service offering covers the following areas:

   • AI agents. Izertis develops and operates corporate agents and agent platforms that integrate with an organisation's processes and systems to perform end-to-end tasks, using an approach that combines natural interaction with teams and automated execution with human supervision (HITL) where appropriate. Izertis facilitates its adoption and scaling within leading ecosystems, ensuring continuity, compliance and return on investment.

   • Digital platforms. This business unit builds high-impact digital platforms designed to scale and evolve with the business. The division implements and develops Liferay, Drupal, SharePoint and Hyland, as well as

     Power Platform for process automation, optimising collaboration and document management in line with security and compliance requirements. API management solutions (Kong, MuleSoft) ensure interoperability and governance of the service catalogue.

   • Cloud Apps and Mobility. Applications are managed and modernised across various hyperscale environments: platform governance, networking, observability, FinOps, DevSecOps/CI-CD, agent-based platforms are designed (applications that integrate AI agents into productivity or business scenarios) and mobile applications are developed (native and hybrid). In addition, we address development and migration to hyperscale environments where the context requires it, whilst maintaining consistency in governance and costs.

   • Software Engineering. Back-ends are implemented in Java, .NET, Node, PHP and Python, and front-ends in Angular, React and Vue, using modular architectures and governed APIs to facilitate testing, observability and evolution. The design prioritises time-value and the reduction of technical debt, with automated deployments and decision traceability. This approach applies systematic and advanced DevSecOps (security in software development and operations) practices, integrating security natively throughout the entire software lifecycle.

   • QA as a system. Izertis applies a quality-driven development approach and quality assurance (QA) throughout the product life cycle, guaranteeing secure, reliable and highly scalable software. The QA process includes maturity assessments, quality strategies and operations, test automation (web, API, mobile) and performance testing. A key distinguishing feature is Artiko (Izertis's proprietary tool), which offers comprehensive software quality management and traceability throughout the software lifecycle, thereby strengthening the ability to audit and continuously improve.

   • Phygital. The concept of "phygital" has been adopted, integrating the engineering and manufacturing of physical products-which are capable not only of integrating, but also of developing and producing state-of-the-art sensors and connected products (such as the 5G sensor for tracking goods in power generation plants, hardware systems for managing cash machines, and wireless arthroscopes)-with digital products to offer unique and differentiated solutions. This mixed engineering (physical and digital) approach makes it possible to develop solutions that meet current needs and anticipate future market demands.

   • Financial Tech Services. serves as the sector-specific pillar of Software Engineering for financial institutions and insurers, focusing on productivity, compliance and scalability, through a highly specialised team. This proposal is based on our own products: Pedra (a platform for the prevention

     of money laundering and terrorist financing (AML/CFT)) and Investor+ (a solution for digitising retail investment in venture capital funds).

     Its digital sustainability strategy enables it to develop digital platforms aligned with sustainable computing principles (Green IT), optimising energy consumption and reducing the carbon footprint of digital solutions.

     1.5.

     Cx & Business Solutions

     
     
     

     IZERTIS operates in Customer Experience & Business Solutions, designing strategies based on data and artificial intelligence to create personalised and profitable experiences. It integrates customer relationship management (CRM), digital experience (DEX) and business solutions to drive revenue growth, operational efficiency and customer loyalty. Its comprehensive End-to-End Experience approach supports companies in improving informed decision-making and understanding different customer profiles. It incorporates advanced analytics to provide solutions tailored to every business need, using predictive and forward-looking models.

     This enables the development of hyper-personalised strategies, content and digital assets, using different business solutions to improve the user experience, maximise customer conversion and loyalty, and promote the acceleration of sustained business growth.

     The service offering covers the following areas:

   • CRM (strategy, model and implementation). The service covers CRM strategy, maturity assessments, operational models, CRM PMO and the implementation of Sales, Service, Experience, Revenue and Platform, as well as agentforce , where Izertis integrates agent capabilities into sales, service and operational processes on Salesforce, covering design, configuration and implementation to accelerate productivity and ensure traceability and control. Coverage extends to Salesforce's clouds (Sales, Service, Experience, Revenue and Platform) so that teams can work with operational assistants integrated into their workflows, aligned with business objectives and monitored where applicable. Continuity is ensured through support/AMS, adaptive demand management and staff training to facilitate the adoption of change.

   • Digital experience. The service covers product discovery, UX/UI, accessibility, analytics and dashboards, conversion rate optimisation (CRO), search engine optimisation (SEO), paid media campaigns and automation, linking brand, engagement and conversion through common, trackable metrics. Improved digital performance with data-driven strategies and automation. Behavioural analytics, SEO &

     Performance, testing, automation and omnichannel campaign measurement (MMM) to maximise return on investment.

   • Business Solutions. SAP, Microsoft Business Applications and Infor solutions are deployed, integrated with customer-facing systems and the data platform to align decision-making and operations under a single source of truth. The approach prioritises roadmaps that include indicators of return on investment, continuity and compliance.

     1.6.

     AI & Data

     
     
     

     The AI & Data division transforms emerging technologies into drivers of growth and competitive advantage, combining scalable architectures, sector-specific solutions and responsible governance that embeds transparency, compliance and scalability from the outset, thereby reinforcing a dual layer of value that combines in-depth technological expertise with sector-specific knowledge.

     It is organised into six service blocks and is always underpinned by a clear organisational structure and governance framework, ensuring that each initiative has designated leads, criteria and metrics that are clear to all stakeholders within the companies.

   • Data. The company's data approach defines the vision and operational model (roles, processes, ownership) and implements modern architectures (data warehouse, data lake/lakehouse) in the cloud, on-premises or in a hybrid environment, incorporating data engineering for ingestion and transformation, data governance (catalogue, glossary, lineage, policies) and analytics using a common semantic framework and dashboards. The aim is to transform data into a managed, traceable and business-ready asset, enabling data products and domain-specific approaches that scale in a controlled manner.

   • AI Readiness. Before development begins, use cases are prioritised based on impact, feasibility and risk; data is prepared (selection, cleaning, labelling and bias control); the AI architecture and platform are established; and the operational model is defined (roles, intake, standards and playbooks) through a Centre of Excellence that accelerates adoption and ensures consistency across initiatives and units.

   • Agentic AI. The company designs and manages agents capable of planning and executing tasks, storing data and applying policies, integrated with corporate systems (CRM, ERP, ITSM, etc.) to ensure processes are operated securely and in a manner that can be audited. This includes automation with human-in-the-loop and evaluation frameworks (tasks, scenarios, success metrics, cost and security) to enable iterative improvement based on evidence and telemetry.

   • Applied AI. Predictive and end-to-end segmentation models, forecasting, predictive maintenance and computer vision are deployed in practical applications, all of which are implemented using MLOps

     (reproducible pipelines, model logging, monitoring and retraining) and prescriptive analytics to optimise decisions, allocations and routes with a direct impact on operational KPIs.

   • Trustworthy AI. Izertis holds ISO/IEC 42001 certification, the international standard for managing AI within organisations. Within this framework, Responsible AI establishes policies, standards and processes (case approval, roles, documentation and risk criteria), incorporates assessments of bias, fairness and explainability, and strengthens end-to-end security in collaboration with cybersecurity (hardening, access controls, vulnerability detection, input/output validation and auditing). In addition, quality, bias and latency are monitored to ensure compliance and continuous improvement in production.

   • Edge AI. In scenarios where latency or connectivity is limited, AI is deployed at the edge (drones and robotics) with real-time perception and decision-making to optimise models for constrained hardware (quantisation, compression, acceleration) and design millisecond-level inference architectures; where data sovereignty requires it.

   Corporate Innovation Area

   The Innovation Division ensures that investment in R&D&I translates into products, intellectual property and new marketable service lines. With iNNOLAB acting as an accelerator, the company drives initiatives through various phases (ideation, prototyping, pilot and industrialisation) based on criteria of technical and economic viability, using decision-making mechanisms that prioritise initiatives offering the highest risk-adjusted return. This approach has given rise to and shaped products such as Ozire, Identfy, Pedra and Investor+, which strengthen our competitive edge and revenue recurrence, and are integrated into the product portfolio alongside documentation, standards and adoption teams to ensure controlled scaling. In this way, innovation ceases to be mere rhetoric and becomes a practice that consistently underpins the pillars of consultancy, cybersecurity and AI.

2. ‌Presentation requirements

   True-to-life image

   These consolidated financial statements, which have been prepared on the basis of the accounting records of Izertis, S.A., its subsidiaries, associated companies and Joint Ventures (JVs), as listed, respectively, in Annex I, II and III, present a true and fair view of the Group's net assets and financial position as of 31 December 2025 and 2024, as well as the consolidated results, changes in consolidated equity and consolidated cash flows for the financial years ended on those dates.

   On 23 March 2026, the Board of Directors of the Parent Company (hereinafter, the "Board of Directors") prepared these consolidated financial statements, together with the accompanying notes, for the financial year ended 31 December 2025, and expects them to be approved by the Annual General Meeting of Shareholders without any amendments.

   The consolidated financial statements for the 2024 financial year were approved by the Parent Company's Annual

   General Meeting of Shareholders held on 27 June 2025.

   Financial reporting framework applicable to the Group

   The accompanying consolidated financial statements for the financial years 2025 and 2024 have been prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union (hereinafter "IFRS-EU") and approved by European Commission Regulations, in force as of 31 December 2025, IFRIC Interpretations, company law and other provisions of the financial reporting framework applicable to entities preparing financial statements in accordance with EU-IFRS.

   The consolidated financial statements have been prepared in accordance with the regulations in force as of 31 December 2025 for all periods presented.

   No regulations or interpretations have been applied early which, having been approved by the European Commission, had not yet come into force at the end of the 2025 financial year.

   The consolidated financial statements have been prepared using the historical cost approach, modified in those cases specified by the EU-IFRS themselves where certain assets are measured at fair value.

   There are no accounting principles or valuation criteria which, having a significant effect on these consolidated financial statements, have been omitted in their preparation.

   Accounting policies

   The accounting policies and principal valuation rules applied in these consolidated financial statements are the same as those applied in the consolidated financial statements for the year ended 31 December 2024, except for the adoption of the new IFRS-EU standards, interpretations and amendments effective from 1 January 2025, although these have not had a significant impact on the Group's consolidated financial statements.

   Comparability of information

   For comparative purposes, the consolidated financial statements present, alongside each item in the consolidated balance sheet, the consolidated income statement, the consolidated statement of changes in equity, the consolidated cash flow statement and the consolidated explanatory notes. In addition to the figures for the 2025 financial year, the figures for the previous financial year, which formed part of the consolidated financial statements for the 2024 financial year, are also presented; these do not differ from those approved by the General Meeting of Shareholders on 27 June 2025.

   Functional currency and presentation currency

   The consolidated financial statements are presented in thousands of euros, unless otherwise stated, which is the

   Group's functional and presentation currency.

   Significant accounting estimates and assumptions

   The preparation of consolidated financial statements in accordance with IFRS-EU requires the use of certain critical accounting estimates. It also requires management to exercise its judgement when applying the Group's accounting policies. In this regard, the following provides a breakdown of the matters involving a higher degree of judgement or complexity, as well as the areas where assumptions and estimates are significant to the consolidated financial statements.

   The estimates described below have been made on the basis of the best information available, as of the date of preparation of these consolidated financial statements, regarding the events analysed. It is possible that future events may necessitate adjustments to these estimates (either upwards or downwards), which would, where applicable, be made in accordance with IAS 8 on a prospective basis, recognising the effects of the change in estimate in the income statement.

   • Recoverability of non-financial assets

     Recoverability of goodwill and customer relationships

     At each financial year-end, the Group assesses whether there is any impairment of non-financial assets by

     estimating the asset's recoverable amount.

     The goodwill impairment test is carried out by assessing the recoverable amount of the group of cash-generating units representing the business lines in the country to which the goodwill is allocated (Note 9).

     The impairment test for customer relationships is determined by assessing the recoverable amount of the cash-generating unit (CGU) (Note 9).

     A cash-generating unit (CGU) is defined as the smallest identifiable group of assets that generates cash inflows which are, to a large extent, independent of the cash inflows generated by other assets. The Group defines CGUs as the group of non-financial assets at the business line level by country.

     Regarding CGU assets, the Group assesses annually whether they have suffered any impairment losses, determining the recoverable amount based on calculations of value in use. These value-in-use calculations require the use of estimates (Note 9).

     The Group has no intangible assets with an indefinite useful life other than goodwill.

     When analysing the deterioration in customer relations, it is necessary to take into account factors such as the cancellation of certain projects and other changes in the circumstances originally anticipated.

     Capitalised development costs

     Costs incurred on development projects are capitalised when it is likely that they will generate future economic benefits that will offset the cost of the asset recognised. Intangible assets are amortised on the basis of the best estimates of their useful lives. Estimating these useful lives involves a certain degree of subjectivity; they are therefore determined on the basis of an analysis carried out by the relevant technical departments, so that they are properly documented.

   • Recoverability of tax credits

     The Group assesses the initial recognition and recoverability of deferred tax assets based on estimates of future taxable profits and the ability to generate sufficient taxable profits during the periods in which those deferred tax assets are available for use, in accordance with business plans approved by management.

   • Fair value of assets and liabilities acquired in business mergers

     Business mergers, in which the Group acquires control of one or more businesses, are accounted for using the acquisition method, which generally involves recognising, at the acquisition date, the assets acquired, the liabilities assumed and any contingent consideration. The estimates used in determining these fair values are set out in Note 6.

   • Estimating the useful lives of customer relationships acquired in business mergers

     Customer relationships recognised in the context of business mergers are recognised as intangible assets with a finite useful life, in accordance with IFRS 3 and IAS 38. The useful life is determined by taking into account the economic nature of the asset, the stability of the customer base and the estimated turnover rate for each business combination. Consequently, useful lives have been estimated on a case-by-case basis according to the characteristics of each acquisition.

     The Group regularly reviews its estimates, including estimated useful lives and any indications of impairment, taking into account business performance, customer churn rates and any significant changes in economic conditions.

   • Revenue recognition

     The Group's core business involves carrying out projects commissioned by clients. The Group applies IFRS 15 for the recognition of revenue. For certain contracts, the percentage-of-completion method is applied for the accounting recognition of revenue, as it is the most appropriate method for presenting a true and fair view. The contract margin will be recognised on a straight-line basis over the life of the contract and will ensure an appropriate balance between income and expenses. The Group's management continuously reviews all project estimates and adjusts them accordingly.

   • Lease term and interest rate

     The lease term is the non-cancellable period of the lease, plus any periods covered by a lease extension option, provided there is reasonable certainty that it will be exercised, and any periods covered by a lease termination option, provided there is reasonable certainty that it will not be exercised.

     The Group assesses whether it is reasonably certain that the renewal option will be exercised; in other words, it considers all relevant factors that create an economic incentive to renew. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise, or not to exercise, the renewal option. In general, the Group's lease term is equivalent to the non-cancellable period.

     Consequently, the assessment of the lease term is a critical estimate and a key factor in calculating the amount of the lease liability, given that the lease term determines which lease payments are included in the measurement of that liability. The Group regularly reviews the lease term to check for any changes.

     The initial measurement of the present value of the lease liability is determined using the interest rate implicit in the lease at the date each contract is signed; if this cannot be readily determined, the lessee shall use its incremental borrowing rate. Given the difficulty in determining the implicit interest rate for each lease, the Group uses its incremental interest rate by geographical region, taking into account the type of assets leased.

   • Estimation of fair values

     Some of the Group's accounting and disclosure policies require the determination of fair values for both financial and non-financial assets and liabilities.

     The Group has established a control framework for determining fair values. This framework includes designated personnel who report directly to the Finance Department and have overall responsibility for overseeing all relevant fair value calculations.

     To determine the fair value of an asset or liability, the Group uses, where possible, observable market data. Fair values are classified into different levels of the fair value hierarchy, depending on the input data used in the valuation techniques, as follows:

   • Level 1: quoted price (unadjusted) in active markets for identified assets or liabilities.

   • Level 2: variables other than the quoted prices included in Level 1, which are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

   • Level 3: variables, used for assets or liabilities, that are not based on observable market data (unobservable variables).

   New EU IFRS standards

   The accounting policies used in the preparation of these consolidated financial statements are consistent with those applied in the Group's consolidated financial statements for the year ended 31 December 2024, except for the application, with effect from 1 January 2025, of the following amendments adopted by the European Union for application in Europe.

   Standards, amendments and interpretations that are mandatory for all financial years beginning on 1 January 2025

   • IAS 21 (Amendment) "Non-convertibility"

     The application of these amendments and interpretations has not had a material effect on these consolidated financial statements.

     Standards, amendments and interpretations that have not yet come into force, but which may be adopted in advance

   • IFRS 9 and IFRS 7 (Amendment) "Amendments to the classification and measurement of financial instruments" (for

     financial years beginning on or after 1 January 2026)

   • IFRS 9 and IFRS 7 (Amendment) "Contracts relating to weather-dependent electricity" (for annual periods

     beginning on or after 1 January 2026)

   • Annual Improvements to IFRS Accounting Standards, Volume 11: IFRS 1 "First-time Adoption of IFRS"; IFRS 7 "Financial Instruments: "Disclosures"; IFRS 9 "Financial Instruments"; IFRS 10 "Consolidated Financial Statements" and IAS 7 "Statement of Cash Flows" (for annual periods beginning on or after 1 January 2026)

   • IFRS 18 "Presentation and Disclosure in Financial Statements" (for annual periods beginning on 1 January (2027)

     The Group has carried out a preliminary review of the standards pending adoption and, based on the information currently available, does not anticipate any significant impact on its consolidated financial statements.

     In particular, IFRS 18 will replace IAS 1 "Presentation of Financial Statements", and introduces, amongst other things, new requirements mainly for the presentation of the income statement, including new totals and subtotals and requiring the classification of income statement items into one of the following five categories: operating, investing, financing, income tax and discontinued operations, of which the first three are new. The Group will apply the new standard from its mandatory effective date, 1 January 2027, with the required retrospective application. In this regard, the main effect of applying IFRS 18 will be the presentation of items in the profit and loss account, without resulting in any changes to their recognition or measurement.

     Standards, interpretations and amendments to existing standards that cannot be adopted in advance or that have not been adopted by the European Union

     At the date of drafting these consolidated financial statements, the IASB and the IFRS Interpretations Committee had published the standards, amendments and interpretations listed below, which are pending adoption by the European Union:

   • IFRS 19 "Employees without public accountability: "Breakdowns" (1 January 2027)

   • IFRS 19 (Amendment) "Non-publicly accountable entities: "Breakdowns" (1 January 2027)

   • IAS 21 (Amendment) "Conversion to a Hyperinflationary Presentation Currency" (1 January 2027)

   The Group has not yet carried out any analysis of the impact these standards might have on its consolidated financial statements, although no significant impact is expected.

3. ‌Accounting and valuation standards

3.1.

Scope of consolidation

Subsidiary Companies

Subsidiaries are all entities over which the Group exercises or may exercise, directly or indirectly, control, defined as the power to direct the financial and operating policies of a business with the aim of deriving economic benefits from its activities (hereinafter, the "Subsidiaries"). When assessing whether the Group controls another entity, consideration is given to the existence and effect of potential voting rights that are currently exercisable or convertible. Subsidiaries are consolidated from the date on which control is transferred to the Group, and are deconsolidated on the date on which control ceases.

Intra-group transactions, balances and unrealised gains on transactions between Group entities are eliminated. Unrealised losses are also eliminated. The accounting policies of subsidiaries are amended where necessary to ensure consistency with the accounting policies adopted by the Group.

A breakdown of the Group's subsidiaries as of 31 December 2025 and 2024 is provided in Annex I.

Associated Companies

Associated companies are all entities over which the Group exercises significant influence but does not have control; this is generally accompanied by a holding of between 20% and 50% of the voting rights (hereinafter, the "Associated Companies"). Investments in Associated Companies are accounted for using the equity method and are initially recognised at cost; the carrying amount is subsequently increased or decreased to reflect the investor's share of the investee's profit or loss after the acquisition date. The Group's investment in Associated Companies includes the goodwill (net of any accumulated impairment losses) identified on acquisition.

The Group's share of the post-acquisition profits or losses of its Associated Companies is recognised in the consolidated income statement, and its share of post-acquisition movements is recognised in the statement of comprehensive income. Accumulated post-acquisition movements are offset against the carrying amount of the investment.

At each financial reporting date, the Group assesses whether there is any objective evidence that the investment in the Associated Companies has become impaired. If this is the case, the Group calculates the amount of the impairment loss as the difference between the Associated Companies' recoverable amount and its carrying amount, and recognises the corresponding amount under "share of profit/(loss) for the year from equity-method investments" in the consolidated income statement.

A breakdown of the Group's Associated Companies as of 31 December 2025 and 2024 is provided in Annex II.

Joint agreements

The Group applies IFRS 11 to all joint agreements. Investments in joint arrangements under IFRS 11 are classified as joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint agreements, all of which take the form of joint ventures (JVs), defined as a system of collaboration between businesses for a fixed, specific or indefinite period, for the development or execution of a project, service or supply. Following the assessment, the Group has determined that the joint ventures qualify as joint operations. Joint operations are accounted for by recognising the corresponding share of the joint operation's assets, liabilities, expenses and income in the consolidated financial statements.

Joint operations mean that a participant has direct rights to the assets, liabilities, income and expenses of the entity in which it holds an interest. Joint ventures, on the other hand, arise when a party has a right to the results or net assets of the entity in which it holds an interest and, therefore, uses the equity method to account for its interest in that entity.

Annex III to these notes sets out the identification details of the joint ventures whose financial information is included in the companies within the scope of consolidation.

Changes to the scope of consolidation

2025 Financial Year

On 9 January 2025, the Parent Company entered into an agreement to acquire 100% of the share capital of the British consultancy firm Assured Thought Limited, which specialises in engineering consultancy, quality control and software testing services.

On 7 April 2025, the Parent Company entered into an agreement to acquire 100% of the share capital of May Business Consulting Limited and May Business Consulting, S.L., a British and Spanish company respectively (collectively referred to as the "MBC Group"), which specialise in the financial sector and have a presence in the United Kingdom, Madrid and Seville.

On 16 April 2025, the Parent Company entered into an agreement to acquire 50% of the share capital of Coderland Panamá, S.A., a Panamanian company and the parent company of the companies comprising the Coderland Group (Coderland Centroamericana, S.A.; Coderland España, S.L.; Coderland Salvador, S.A. de C.V. and Coderland Guatemala, S.A.), which specialise in software development. Subsequently, the company Coderland Canarias, S.L. was incorporated within this group. Following this acquisition, the Group is able to direct the relevant activities of the Coderland Group, which is why it is fully consolidated. In addition, the Group holds a call option for 1% (see Note 6).

On 2 October 2025, the Parent Company has formalised the acquisition of the ICA Group's digital transformation business, comprising the companies Izertis Cat, S.L.U. and ICA Transformación Digital, S.L.U., which specialise in the development of software, applications, web portals and mobile applications, as well as in digital transformation consultancy, process digitalisation, systems and application integration, and data intelligence.

Furthermore, during the financial year, the company Izertis Colombia, S.A.S., based in Bogotá, which was inactive and had not previously been included in the scope of consolidation due to its immateriality, was wound up. In addition, during the financial year, once the company had commenced operations, Zesto Platforms, S.L.U. was included in the scope of consolidation; it had previously been excluded from the scope due to its immateriality.

During the 2025 financial year, the names of the following group companies were changed: Izertis Nexis México,

S.A. de C.V. (formerly Nexis IT Group, S.A. de C.V.); Izertis Keifi, S.L.U. (formerly Keifi Soluciones Tecnológicas, S.L.U.); Izertis Keifi USA, Inc. (formerly Keifi Technologies USA, Inc.); Izertis Keifi Colombia, SAS (formerly Keifi Technologies Colombia, SAS); Izertis Projecting Limited (formerly Projecting Limited); Izertis Switzerland SÀRL (formerly Digiswit, SÀRL); Izertis Cat, S.L.U. (formerly ICALIA Solutions, S.L.U.) and Zesto Platforms, S.L.U. (formerly Ozire Platforms, S.L.U.).

2024 Financial Year

On 13 June 2024, the General Meeting of Shareholders of Izertis, S.A. approved the merger by absorption by Izertis, S.A. of the companies Pharma Advisors, S.L.U., Maca Technology, S.L.U. and Autentia Real Business Solutions, S.L.U., with the latter being dissolved without going into liquidation.

On 13 June 2024, the sole shareholder of Pharma Advisors, S.L.U., Autentia Real Business Solutions, S.L.U. and Maca Technology, S.L.U. approved the merger by absorption of these companies by Izertis, S.A., with the dissolved companies being wound up without liquidation.

In accordance with the provisions of Article 25.4 of the Consolidated Text of the Law on Property Transfer Tax, approved by Royal Legislative Decree 1/1993 of 24 September, the tax base for both mergers by absorption is zero, as there is no increase in capital in the absorbing company, given that the absorbed companies are wholly owned by the absorbing company.

On 15 July 2024, the change of name of the company Grupo Sidertia Solutions, S.L.U. was registered in the Commercial Register; as of that date, the company was renamed Izertis Sidertia, S.L.U.

During the second half of the 2024 financial year, the Group, through the Parent Company, completed the acquisition of the Projecting Group, comprising the parent company Projecting Limited and its subsidiary Earlswood, S.L., as well as the company Digiswit, Sárl.

Non-controlling holdings

The share of the parent company and non-controlling interests in the consolidated profit or loss for the financial year and in changes in the equity of subsidiaries, after taking into account the adjustments and eliminations arising from consolidation, is determined on the basis of the ownership interest at the end of the financial year.

Segment reporting

Information on the segments is presented in accordance with the internal information provided to the chief operating decision-maker. The Board of Directors of the Parent Company has been identified as the highest decision-making authority, responsible for allocating resources and assessing the performance of the operating segments.

The accounting policies applied to the segments are the same as those applied and described in these consolidated financial statements. Transactions between segments are carried out at market prices. Detailed information by segment is provided in Note 5 to these consolidated financial statements.

3.3. Transactions in foreign currency.

Functional currency and presentation

The items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which the Parent Company operates (functional currency). The consolidated financial statements are presented in thousands of euros, which is the functional and presentation currency of the Parent Company.

In the cash flow statement, cash flows arising from transactions in foreign currencies have been converted into euros by applying the spot exchange rate on the dates on which the transactions took place to the foreign currency amounts.

Transactions and balances

Monetary assets and liabilities denominated in foreign currencies have been converted into euros using the exchange rate prevailing at the end of the financial year, whilst non-monetary items measured at historical cost have been converted using the exchange rate prevailing on the date of the transactions.

Transactions in foreign currencies are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Revenue and expenses in the consolidated income statement and statement of comprehensive income have been converted into euros by applying the average exchange rate for the financial year in which they arose to the foreign currency amounts.

Gains and losses arising from the settlement of foreign currency transactions and the conversion into euros of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement.

Gains and losses arising from exchange rate differences are presented in the consolidated income statement under the heading "Exchange rate gains/(losses)".

Group Companies

The results and financial position of all Group Companies (none of which operate in a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• The assets and liabilities in each balance sheet presented are converted at the closing exchange rate on the balance sheet date.

• Revenue and expenses in each income statement account are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates prevailing at the dates of the transactions, in which case revenue and expenses are translated at the dates of the transactions).

• Any resulting exchange differences are recognised in other comprehensive income.

  3.4. Business mergers

  
  
  

  Business mergers are recognised using the acquisition method set out in IFRS 3. The acquisition date is the date on which the Group obtains control of the acquired business.

  The cost of the business combination is determined at the acquisition date as the sum of the fair values of the assets transferred, the liabilities incurred or assumed, the equity instruments issued and any contingent consideration that depends on future events or the fulfilment of certain conditions in exchange for control of the acquired business.

  The cost of the business combination excludes any payments that do not form part of the consideration for the acquired business. Acquisition-related costs are recognised as an expense as they are incurred.

  The Group recognises the assets acquired and liabilities assumed at their fair value on the acquisition date. Assumed liabilities include contingent liabilities to the extent that they represent present obligations arising from past events and their fair value can be measured reliably. The Group also recognises the compensation assets granted by the seller at the same time and in accordance with the same valuation criteria as those applied to the item forming the subject of the compensation in the acquired business, taking into account, where applicable, the risk of insolvency and any contractual limitations on the amount of compensation.

  Some of the business mergers have only been provisionally determined due to the existence of contingent variable payments; consequently, the identifiable net assets have been initially recognised at their provisional values, with adjustments made during the measurement period recognised as if they had been known at that date, and comparative figures for the previous year restated where necessary. In any event, adjustments to the provisional values only incorporate information relating to facts and circumstances that existed at the date of acquisition and which, had they been known, would have affected the amounts recognised on that date.

  Once this period has elapsed, adjustments to the initial valuation are made only to correct errors.

  Assumed assets and liabilities are classified and designated for subsequent measurement on the basis of the contractual agreements, economic conditions, accounting and operating policies, and other conditions existing at the acquisition date, with the exception of lease contracts.

  Any excess of the cost of the business combination over the net amount of the assets acquired and liabilities assumed is recognised as goodwill.

  Contingent consideration is classified, in accordance with the underlying contractual terms, as a financial asset, a financial liability, an equity instrument or a provision. To the extent that subsequent changes in the fair value of a financial asset or liability do not correspond to an adjustment to the valuation period, they are recognised in profit or loss. Contingent consideration classified as equity is not subject to subsequent revaluation, and any settlement is also recognised in equity. Contingent consideration classified as a provision is subsequently recognised at fair value through profit or loss in the consolidated income statement.

  3.5. Intangible Assets

  
  
  

  Intangible fixed assets are carried at their acquisition price or production cost, in accordance with the same principles as those applied to the determination of the production cost of inventories. Production costs are capitalised under the heading "Work carried out by the Group on non-current assets" in the profit and loss account. Intangible fixed assets are stated in the balance sheet at their cost less accumulated amortisation and accumulated impairment losses.

  Advance payments towards fixed assets are initially recognised at cost. In subsequent financial years, and provided that the period between payment and receipt of the asset exceeds one year, advance payments accrue interest at the supplier's incremental rate.

  Costs incurred in carrying out activities that contribute to enhancing the value of the Group's business as a whole, such as goodwill, brands and similar internally generated assets, as well as start-up costs, are recognised as expenses in the profit and loss account as they are incurred.

  a) Research and development

  Expenses relating to research activities are recognised as an expense in the profit and loss account as they are incurred.

  The Group capitalises development costs incurred on a specific, individualised project that meet the following conditions:

• It is possible to reliably estimate the expenditure attributable to the implementation of the project.

• The allocation, allocation to accounts and timing of project costs are clearly defined.