Audax Energía, S.A. Annual Accounts 31 December Directors' Report 2017

Transcription

1 Audax Energía, S.A. Annual Accounts 31 December 2017 Directors' Report 2017 (With Independent Auditor's Report Thereon) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

2 KPMG Auditores, S.L. Torre Realia Plaça d Europa, L Hospitalet de Llobregat (Barcelona) Independent Auditor's Report on the Annual Accounts (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the shareholders of Audax Energía, S.A. Opinion We have audited the annual accounts of Audax Energía, S.A. (the Company ), which comprise the balance sheet at 31 December 2017, and the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes. In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2017, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2 to the accompanying annual accounts) and, in particular, with the accounting principles and criteria set forth therein. Basis for Opinion We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report. We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts in Spain pursuant to the legislation regulating the audit of accounts. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. KPMG Auditores S.L., sociedad española de responsabilidad limitada y firma miembro de la red KPMG de firmas independientes afiliadas a KPMG International Cooperative ( KPMG International ), sociedad suiza. Paseo de la Castellana, 259C Torre de Cristal Madrid Inscrita en el Registro Oficial de Auditores de Cuentas con el nº.s0702, y en el Registro de Sociedades del Instituto de Censores Jurados de Cuentas con el nº.10. Reg. Mer Madrid, T , F. 90, Sec. 8, H. M , Inscrip. 9 N.I.F. B

3 2 Most Relevant Aspects of the Audit The most relevant aspects of the audit are those that, in our professional judgement, have been considered as the most significant risks of material misstatement in the audit of the annual accounts of the current period. These risks were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these risks. Recognition of revenue from sales activity (see notes 2.d and 19). Revenue recognition is an area of significance and susceptible to material misstatement, particularly at the reporting date with regard to the appropriate timing of revenue recognition based on the commercial terms agreed with customers. Our main audit procedures included evaluating the Company's controls over revenue recognition, performing tests of detail on revenue recognised for a sample of transactions, verifying the nature and accuracy of the transaction and whether the timing of the recognition is correct, and on the basis of a selection of transactions either shortly before or shortly after the reporting date, verifying whether the transactions were recognised in the appropriate period. Moreover, we obtained external confirmation for a sample of outstanding invoices, performing alternative verification procedures, where applicable, based on delivery notes or evidence of subsequent collection. We also assessed whether the information disclosed in the annual accounts meets the requirements of the financial reporting framework applicable to the Company. Recoverable amount of investments in and receivables from Group companies and associates (see notes 2.d, 11 and 18) The Company has equity investments in, and receivables from, various companies, which have been recognised under non-current and current investments in Group companies and associates at 31 December The Company tests these assets for indications of impairment on an annual basis, for the purpose of determining their recoverable amount. The recoverable amount is calculated by applying valuation techniques which require the exercising of judgement by the Directors and Management and the use of estimates. Due to the high level of judgement, the uncertainty associated with these estimates and the significance of the carrying amount of these assets, this has been considered a relevant aspect of our audit. Our audit procedures included evaluating the design and implementation of the key controls related to the process of estimating the recoverable amount of investments in Group companies and associates, as well as assessing the criteria used by the Company's Directors and Management to identify indications of impairment. Furthermore, we evaluated the methodology and assumptions used when estimating the recoverable amount, with the involvement of our valuation specialists. We also assessed whether the information disclosed in the annual accounts meets the requirements of the financial reporting framework applicable to the Company.

4 3 Other Information: Directors Report Other information solely comprises the 2017 directors' report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts. Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility for the directors' report, in accordance with the requirements of prevailing legislation regulating the audit of accounts, consists of assessing and reporting on the consistency of the directors' report with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned accounts and without including any information other than that obtained as evidence during the audit. It is also our responsibility to assess and report on whether the content and presentation of the directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them. Based on the work carried out, as described in the preceding paragraph, the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2017 and the content and presentation of the report are in accordance with applicable legislation. Directors' Responsibility for the Annual Accounts The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts, the Directors are responsible for assessing the Company'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 Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

5 4 Auditor's Responsibilities for the Audit of the Annual Accounts Our objectives are to obtain reasonable assurance about whether the 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 prevailing legislation regulating the audit of accounts 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 economic decisions of users taken on the basis of these annual accounts. As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the 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 entity's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. Conclude on the appropriateness of the 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 Company'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 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 Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view. We communicate with the Directors of the entity 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.

6 5 From the significant risks communicated to the Directors of Audax Energía, S.A., we determine those that were of most significance in the audit of the annual accounts of the current period and which are therefore the most significant risks. We describe these risks in our auditor s report unless law or regulation precludes public disclosure about the matter. KPMG Auditores, S.L. On the Spanish Official Register of Auditors ( ROAC ) with No. S0702 (Signed on original in Spanish) Alejandro Núñez Pérez On the Spanish Official Register of Auditors ( ROAC ) with No April 2018

7 Annual Accounts and Directors Report 31 December 2017 (With Independent Auditor's Report Thereon) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

8 Balance Sheets 31 December 2017 and 2016 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Assets Note Intangible assets Note 6 1,109,067 59,434 Computer software 1,109,067 59,434 Property, plant and equipment Note 7 1,688,416 1,802,207 Land and buildings 7,485 7,636 Technical installations, machinery, equipment, furniture and other items 1,680,931 1,794,571 Non-current investments in Group companies and associates Note ,211,368 85,005,769 Equity instruments 104,782,144 63,112,372 Loans to companies 40,429,224 21,893,397 Non-current investments Note ,979 2,024,140 Equity instruments 11,264 2,517 Loans to third parties - 75,000 Debt securities 45,305 70,004 Other financial assets 609,410 1,876,619 Deferred tax assets Note 16 2,158 2,480 Total non-current assets 148,676,988 88,894,030 Trade and other receivables Note 11 52,133,435 50,653,543 Trade receivables current 48,260,575 44,911,254 Trade receivables from Group companies and associates current 3,076,892 4,238,043 Other receivables 86, ,054 Personnel 3,200 31,664 Public entities, other 706, ,528 Current investments in Group companies and associates Note 11 3,612,682 3,502,477 Loans to companies 1,381,953 3,294,220 Other financial assets 2,230, ,257 Current investments Note 11 42,362,333 2,154,690 Equity instruments 4,932,619 1,843,382 Loans to companies 36,526 - Debt securities 2,724, Other financial assets 34,668, ,970 Prepayments for current assets 5,538,183 3,803,862 Cash and cash equivalents 40,544,014 13,315,726 Cash 40,544,014 13,315,726 Total current assets 144,190,647 73,430,298 Total assets 292,867, ,324,328 The accompanying notes form an integral part of the annual accounts for the year.

9 Balance Sheets 31 December 2017 and 2016 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Equity and liabilities Note Capital and reserves Note 12 48,862,072 40,312,529 Capital Registered capital 1,800,000 1,800,000 Reserves Legal and statutory reserves 360, ,000 Other reserves 36,964,658 26,273,821 Profit for the year 9,737,414 11,878,708 Valuation adjustments 215,036 - Hedging derivatives 215,036 - Total equity 49,077,108 40,312,529 Non-current payables Note ,207,935 62,334,286 Bonds and other marketable securities 85,127,507 21,000,000 Loans and borrowings 24,384,658 41,144,500 Other financial liabilities 1,695, ,786 Deferred tax liabilities 71,679 - Total non-current liabilities 111,279,614 62,334,286 Current payables Note 14 60,760,836 19,146,686 Bonds and other marketable securities 29,427,310 - Loans and borrowings 31,333,526 18,523,125 Other financial liabilities - 623,561 Group companies and associates, current Note 18 41,574,128 2,468,162 Group companies and associates, current 41,574,128 2,468,162 Trade and other payables Note 14 30,175,949 38,062,665 Current payables to suppliers 11,437,234 15,488,614 Suppliers, Group companies and associates, current 3,310,765 2,332,562 Other payables 12,377,522 14,916,399 Personnel (salaries payable) 96, ,441 Public entities, other 2,953,951 5,212,649 Total current liabilities 132,510,913 59,677,513 Total equity and liabilities 292,867, ,324,328 The accompanying notes form an integral part of the annual accounts for the year.

10 Income Statements for the years ended 31 December 2017 and 2016 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Note Revenues Note ,072, ,781,325 Sales 344,557, ,737,290 Services rendered 9,514,961 2,044,035 Self-constructed assets 491,846 - Supplies Note 19 (334,237,477) (333,439,195) Merchandise used (318,497,156) (329,609,922) Subcontracted work (15,740,321) (3,829,273) Other operating income 6,066,612 3,116,111 Non-trading and other operating income 5,574,766 3,116,111 Personnel expenses Note 19 (3,991,930) (3,300,881) Salaries and wages (3,183,905) (2,621,030) Employee benefits expense (808,025) (679,851) Other operating expenses Note 19 (9,809,977) (13,162,586) External services (4,729,480) (7,181,427) Taxes (2,820,541) (2,709,725) Losses, impairment and changes in trade provisions (2,259,956) (3,271,434) Amortisation and depreciation Notes 6 and 7 (345,950) (173,270) Trade provision surpluses Note 19 2,708,781 2,035,873 Other expenses (472) (35,142) Results from operating activities 14,462,044 14,822,235 Finance income 2,895,801 2,423,403 Marketable securities and other financial instruments Group companies and associates 1,479, ,452 Other 1,416,102 1,554,951 Finance costs (4,392,486) (2,045,903) Group companies and associates - (7,721) Other (4,392,486) (2,038,182) Change in fair value of financial instruments 106, ,313 Trading portfolio and other 106,408 (152,289) Proceeds from available-for-sale assets - 750,602 Exchange gains/(losses) 68,677 (79,171) Impairment and gains/(losses) on disposal of financial instruments (127,993) 43,069 Gains/(losses) on disposal and other (127,993) 43,069 Net finance income/(cost) (1,449,593) 939,711 Profit before income tax 13,012,451 15,761,946 Income tax Note 16 (3,275,037) (3,883,238) Profit for the year 9,737,414 11,878,708 The accompanying notes form an integral part of the annual accounts for the year.

11 Income Statements for the years ended 31 December 2017 and 2016 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Profit for the year 9,737,414 11,878,708 Income and expense recognised directly in equity 3,437,444 - Cash flow hedges 4,583,259 - Tax effect (1,145,815) - Amounts transferred to the income statement (3,222,408) - Cash flow hedges (4,296,544) - Tax effect 1,074,136 - Total valuation adjustments 215,036 - TOTAL RECOGNISED INCOME AND EXPENSE 9,952,450 11,878,708 The accompanying notes form an integral part of the annual accounts for the year.

12 Statements of Changes in Equity for the years ended 31 December 2017 and 2016 B) Statement of Total Changes in Equity for the year ended 31 December 2017 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Registered capital Reserves Capitalisation reserve Valuation adjustments Profit for the year Total Balance at 31 December ,800,000 25,534,874 1,098,947-11,878,708 40,312,529 Recognised income and expense 215,036 9,737,414 9,952,450 Transactions with shareholders or owners - Distribution of profit for the period - Reserves - 10,690, (10,690,837) - Distribution of dividends (1,187,871) (1,187,871) Balance at 31 December ,800,000 36,225,711 1,098, ,036 9,737,414 49,077,108 The accompanying notes form an integral part of the annual accounts for the year.

13 Statements of Changes in Equity for the years ended 31 December 2017 and 2016 B) Statement of Total Changes in Equity for the year ended 31 December 2016 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Registered capital Reserves Capitalisation reserve Profit for the year Total Balance at 31 December ,800,000 14,644,010 1,098,947 12,100,960 29,643,917 Recognised income and expense 11,878,708 11,878,708 Transactions with shareholders or owners - Distribution of profit for the period - Reserves - 10,890,864 - (10,890,864) - Distribution of dividends (1,210,096) (1,210,096) Balance at 31 December ,800,000 25,534,874 1,098,947 11,878,708 40,312,529 The accompanying notes form an integral part of the annual accounts for the year.

14 Statements of Cash Flows for the years ended 31 December 2017 and 2016 (Expressed in ) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) Cash flows from operating activities Profit for the year before tax 13,012,451 15,761,946 Adjustments for: Amortisation and depreciation 345, ,270 Impairment 1,655,262 3,423,723 Change in provisions - 967,578 Proceeds from disposals of financial instruments 4,613 - Finance income (2,895,801) (2,423,403) Finance costs 4,392,486 2,045,903 Exchange (gains)/losses (68,677) 79,171 Change in fair value of financial instruments (106,408) (750,602) Changes in operating assets and liabilities Trade and other receivables (1,768,357) (3,731,635) Other current assets (1,734,321) (303,065) Trade and other payables (11,161,430) 7,866,985 Other current liabilities 39,105,966 - Other cash flows from operating activities Interest paid (2,415,000) (2,044,216) Interest received - 806,489 Income tax paid - (3,361,245) Other amounts paid - - Cash flows from operating activities 38,366,734 18,510,899 Cash flows from investing activities Payments for investments Intangible assets (1,181,079) (49,931) Property, plant and equipment (100,713) (733,040) Group companies and associates (62,183,974) (65,997,901) Other financial assets (38,456,359) - Proceeds from sale of investments Other financial assets - 15,573,137 Cash flows used in investing activities (101,922,125) (51,207,735) Cash flows from financing activities Proceeds from and payments for equity instruments Issue Equity instruments Proceeds from and payments for financial liability instruments Issue Loans and borrowings 153,962,697 32,910,012 Other payables 3,411,933 Redemption Other payables (65,403,079) Loans and borrowings - (5,798,436) Dividends and interest on other financial liabilities paid Dividends (1,187,872) (1,210,096) Cash flows from financing activities 90,783,679 25,901,480 Net increase/(decrease) in cash and cash equivalents 27,228,288 (6,795,356) Cash and cash equivalents at beginning of year 13,315,726 20,111,082 Cash and cash equivalents at year end 40,544,014 13,315,726 The accompanying notes form an integral part of the annual accounts for the year.

15 1 (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) (1) Nature and Activities of the Company and Composition of the Group Audax Energía, S.A. (formerly Audax Aplicaciones, S.L. and subsequently Audax Energía, S.L., hereinafter the Company) was incorporated with limited liability under Spanish law on 30 October Its registered office is located at Avenida de Navarra, 14, Badalona (Barcelona). The Company s statutory activity consists of the supply of electricity. The Company is engaged in the supply of electricity to eligible consumers and other electricity system agents through any kind of contract permitted by law. On 6 March 2012 the Company's former majority shareholder (Inversiones y Negocios Orior, S.L.) made a non-monetary contribution to Lublin Develops, S.L. comprising its shares in the Company. On 25 June 2012 Lublin Develops, S.L, the former non-controlling shareholders of the Company and Orus Energía, S.L. entered into a sale and purchase agreement for all the shares in the Company. The sale of shares by Lublin Develops, S.L. to Orus Energía, S.L. was formalised on 14 August The sale of shares in the Company by Orus Energía S.L. to Banana Phone S.L. was formalised on 8 March On 29 April 2013, the Company's capital was increased at the decision of the sole shareholder. This increase was fully subscribed by Banana Phone S.L. and Eléctrica Nuriel S.L. through monetary contributions totalling 1,200 million, with each company acquiring 33% of the new shares in the Company. At 31 December 2013, following the entry of the new shareholders, the Company ceased to be solely owned. Finally, on 23 April 2014 the Company changed its legal form to a corporation ( sociedad anónima ). As explained in note 11 the Company holds investments in subsidiaries. Consequently, in accordance with prevailing legislation, the Company is the parent of a group of companies. Nevertheless, the Company is exempt from the obligation to prepare consolidated annual accounts as the group is part of the Spanish group headed by Excelsior Times, S.L., in accordance with section 2 of article 43 of the Spanish Code of Commerce. The registered office of Excelsior Times, S.L. is located at Avenida de Navarra, 14, Badalona (Barcelona). (2) Basis of Presentation (b) (c) (a) True and fair view The accompanying annual accounts have been prepared on the basis of the Company's accounting records. The annual accounts for 2017 have been prepared in accordance with prevailing legislation and the Spanish General Chart of Accounts to give a true and fair view of the equity and financial position at 31 December 2017 and results of operations, changes in equity, and cash flows for the year then ended. The directors consider that the annual accounts for 2017, authorised for issue on 29 March 2018, will be approved with no changes by the shareholders at their annual general meeting. Comparative information The balance sheet, income statement, statement of changes in equity, statement of cash flows and the notes thereto for 2017 include comparative figures for 2016, which formed part of the annual accounts approved by shareholders at the annual general meeting held on 30 June Functional and presentation currency The figures disclosed in the annual accounts are expressed in, the Company s functional and presentation currency.

16 2 (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) (d) (e) Critical issues regarding the valuation and estimation of relevant uncertainties and judgements used when applying accounting principles Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company s accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows: (i) Relevant accounting estimates and assumptions (ii) Relevant judgements used when applying accounting principles Relevant accounting estimates and assumptions: -The evaluation of possible impairment losses on certain assets. -The useful lives of property, plant and equipment and intangible assets. -The market value of certain financial instruments. -Unmetered energy supplied to customers, toll costs and energy purchases whose invoices are pending receipt. (iii) Changes in accounting estimates Although estimates are calculated by the Company s directors based on the best information available at 31 December 2017, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments to be made in subsequent years would be recognised prospectively. Going concern basis These annual accounts have been prepared on a going concern basis.

17 3 (3) Distribution of Profit The distribution of profit and reserves of the Company for the year ended 31 December 2016, approved by the shareholders at their annual general meeting held on 30 June 2017, was as follows: Basis of allocation Profit for the year 11,878,708 Distribution Voluntary reserves 10,690,837 Dividends 1,187,871 11,878,708 The proposed distribution of 2017 profit and other reserves to be submitted to the shareholders for approval at their annual general meeting is as follows: Basis of allocation Profit for the year 9,737,414 Distribution Voluntary reserves 8,763,673 Dividends 973,741 9,737,414 (4) Significant Accounting Policies (a) Intangible assets Intangible assets are measured at cost of acquisition or production, using the same criteria as for determining the cost of production of inventories. Intangible assets are carried at cost, less any accumulated amortisation and impairment. (i) Computer software Computer software acquired and produced by the Company, including website costs, is recognised when it meets the conditions for consideration as development costs. Computer software maintenance costs are charged as expenses when incurred. (ii) Subsequent costs Subsequent costs incurred on intangible assets are recognised in profit and loss, unless they increase the expected future economic benefits attributable to the intangible asset.

18 4 (iii) Useful life and amortisation rates Intangible assets with finite useful lives are amortised by allocating the depreciable amount of an asset on a systematic basis over its useful life, by applying the following criteria: Estimated years of useful life Computer software 3 The depreciable amount of intangible assets is measured as the cost of the asset, less any residual value. The Company reviews the residual value, useful life and amortisation method for intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates. (iv) Impairment The Company measures and determines impairment to be recognised or reversed based on the criteria in section (c) Impairment of non-financial assets subject to amortisation or depreciation. (b) Property, plant and equipment (i) Initial recognition Property, plant and equipment are measured at cost of acquisition or production, using the same criteria as for determining the cost of production of inventories. Non-trading income obtained during the trial and start-up period is recognised as a reduction in the costs incurred. Property, plant and equipment are carried at cost less any accumulated depreciation and impairment. (ii) Depreciation Property, plant and equipment are depreciated by allocating the depreciable amount of the asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset, less its residual value. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset. Property, plant and equipment are depreciated using the following criteria: Estimated years of useful life Buildings 33 Technical installations and machinery 8 Other installations, equipment and furniture 8 Other property, plant and equipment 4 The Company reviews residual values, useful lives and depreciation methods at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates. (iii) Subsequent costs Subsequent to initial recognition of the asset, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalised. The carrying amount of parts that are replaced is derecognised. Costs of day-to-day servicing are recognised in profit and loss as incurred. (iv) Impairment The Company measures and determines impairment to be recognised or reversed based on the criteria in section (c) Impairment of non-financial assets subject to amortisation or depreciation.

19 5 (c) (d) Impairment of non-financial assets subject to amortisation or depreciation The Company evaluates whether there are indications of possible impairment losses on non-financial assets subject to amortisation or depreciation to verify whether the carrying amount of these assets exceeds the recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and the value in use. The Company tests goodwill and intangible assets with indefinite useful lives for impairment at least annually, irrespective of whether there is any indication that the assets may be impaired. Impairment losses are recognised in the income statement. A reversal of an impairment loss is recognised in the income statement. The increased carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised. After an impairment loss or reversal of an impairment loss is recognised, the depreciation (amortisation) charge for the asset is adjusted in future periods based on its new carrying amount. However, if the specific circumstances of the assets indicate an irreversible loss, this is recognised directly in losses on the disposal of fixed assets in the income statement. Financial instruments (i) Recognition The Company recognises financial instruments when it becomes party to the contract or legal transaction, in accordance with the terms set out therein. Debt instruments are recognised from the date on which the legal right to receive or legal obligation to pay cash arises. Financial liabilities are recognised at the trade date. (ii) Classification and separation of financial instruments Financial instruments are classified on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the economic substance of the contractual arrangement and the definitions of a financial asset, a financial liability and an equity instrument. The Company classifies financial instruments into different categories based on the nature of the instruments and the Company's intentions on initial recognition. (iii) Loans and receivables Loans and receivables comprise trade and non-trade receivables with fixed or determinable payments that are not quoted in an active market other than those classified in other financial asset categories. These assets are initially recognised at fair value, including transaction costs, and are subsequently measured at amortised cost using the effective interest method. The Company measures loans and receivables at amortised cost provided that reliable cash flow estimates can be made based on contractual terms. (iv) Held-to-maturity investments Held-to-maturity investments are debt securities with fixed or determinable payments and fixed maturity traded on an active market and that the Company has the positive intention and ability to hold to maturity, other than those classified in other categories. The measurement criteria applicable to financial instruments classified in this category are the same as those applicable to loans and receivables. The Company has not reclassified or sold any held-to-maturity investments during the year. (v) Investments in Group companies, associates and jointly controlled entities Group companies are those over which the Company, either directly, or indirectly through subsidiaries, exercises control as defined in article 42 of the Spanish Code of Commerce, or when the companies are controlled by one or more individuals or entities acting jointly or under the same management through agreements or statutory clauses.

20 6 Investments in Group companies, associates and jointly controlled entities are initially recognised at cost, which is equivalent to the fair value of the consideration given, including transaction costs in the case of investments in associates and jointly controlled entities, and are subsequently measured at cost net of any accumulated impairment. (vi) Impairment of financial assets A financial asset or a group of financial assets is impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and the event or events have an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The Company recognises impairment of loans and receivables and debt instruments when estimated future cash flows are reduced or delayed due to debtor insolvency. (vii) Financial liabilities Financial liabilities, including trade and other payables, that are not classified as held for trading or as financial liabilities at fair value through profit or loss are initially recognised at fair value less any transaction costs directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method. Nevertheless, financial liabilities which have no established interest rate, which mature or are expected to be settled in the short term, and for which the effect of discounting is immaterial, are measured at their nominal amount. The Company measures financial liabilities at amortised cost provided that reliable estimates of cash flows can be made based on the contractual terms. (viii) Security deposits Security deposits received under contracts to lease meters to customers are measured using the same criteria as for financial liabilities. The difference between the amount received and the fair value is classified as revenues received in advance and recognised in the income statement over the lease term (over the period for which the service is rendered). Non-current advances are restated at the end of each reporting period based on the market interest rate on initial recognition. (ix) Derecognition and modifications of financial liabilities The Company derecognises all or part of a financial liability when it either discharges the liability by paying the creditor, or is legally released from primary responsibility for the liability either by process of law or by the creditor. The exchange of debt instruments between the Company and the counterparty or substantial modifications of initially recognised liabilities are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability, provided that the instruments have substantially different terms. (x) Derivatives The Company uses derivative financial instruments to hedge the risks to which its future cash flows are exposed. Basically these risks relate to fluctuations in electricity prices. Financial derivatives are recognised at fair value at the contract date and are recalculated successively at fair value. The method used to recognise the gain or loss depends on whether the derivative is classified as a hedging instrument and in this case, the nature of the hedged asset. The Company documents the relationship between the hedging instruments and the hedged assets or liabilities, its risk management objectives and its hedging strategy at the inception of the hedge. A hedging instrument is considered highly effective when the changes in fair value or in the cash flows of the hedged items are offset by the changes in fair value or in the cash flows of the hedging instrument with an effectiveness ranging from 80% to 125%.

21 7 The Company has only arranged derivatives to hedge cash flows. For these derivatives, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. The cumulative gain or loss that had been recognised in equity is reclassified from equity to profit or loss in the same period during which the hedged item affects profit or loss. (e) (f) Cash and cash equivalents Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition. The Company recognises cash payments and receipts for financial assets and financial liabilities in which turnover is quick on a net basis in the statement of cash flows. Turnover is considered to be quick when the period between the date of acquisition and maturity does not exceed six months. In the statement of cash flows, bank overdrafts which are repayable on demand and form an integral part of the Company s cash management are included as a component of cash and cash equivalents. Bank overdrafts are recognised in the balance sheet as financial liabilities arising from loans and borrowings. Provisions (i) General criteria Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre-tax rate that reflects the time value of money and the specific risks for which future cash flows associated with the provision have not been adjusted at each reporting date. Single obligations are measured using the individual most likely outcome. When the provision involves a large population of identical items, the obligation is estimated by weighting all possible outcomes by their associated probabilities. Where there is a continuous range of possible outcomes, and each point in that range is as likely as any other, the mid-point of the range is used. The financial effect of provisions is recognised as a finance cost in the income statement. Where a risk is externalised to a third party by means of a legal or contractual agreement, provision is only made for the part of the risk assumed by the Company. If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed. (g) Revenue from the sale of goods and rendering of services Revenue from the sale of goods or services is measured at the fair value of the consideration received or receivable. Volume rebates, prompt payment and any other discounts, as well as the interest added to the nominal amount of the consideration, are recognised as a reduction in the consideration. Discounts granted to customers are recognised as a reduction in sales revenue when it is probable that the discount conditions will be met. - Services rendered

22 8 (h) (i) The Company is engaged in the supply of electricity. Electricity sales are recognised as revenue when the electricity is delivered to the customer, based on the amount supplied during the period, regardless of whether they have been billed. Accordingly, sales include an estimate of the energy supplied but not yet read on the customer's meter. Revenues associated with the rendering of services are recognised by reference to the stage of completion of the service at the reporting date when the outcome of the transaction can be measured reliably. The outcome of a transaction can be estimated when the revenue, stage of completion and costs incurred or to be incurred can be measured reliably and it is probable that economic benefits from the rendering of the service will be obtained. Income tax The income tax expense or tax income for the year comprises current tax and deferred tax. Current tax is the amount of income taxes payable or recoverable in respect of the consolidated taxable profit or tax loss for the period. Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date. Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of taxable temporary differences. Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of deductible temporary differences, the carryforward of unused tax losses and the carryforward of unused tax credits. Temporary differences are differences between the carrying amount of an asset or liability and its tax base. Current and deferred tax are recognised as income or an expense and included in profit or loss for the year, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or from a business combination. The Company files consolidated tax returns with other companies domiciled in Spain, as part of the tax group headed by Excelsior Times, S.L. Recognition of deferred tax liabilities The Company recognises deferred tax liabilities in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income or they are associated with investments in subsidiaries, associates, jointly controlled entities and interests in joint ventures over which the Company is able to control the timing of the reversal of the temporary difference and it is not probable that the difference will reverse in the foreseeable future. (ii) Recognition of deferred tax assets The Company recognises deferred tax assets provided that: o o it is probable that sufficient taxable income will be available against which they can be utilised or when tax legislation envisages the possibility of converting deferred tax assets into a receivable from public entities in the future. Nonetheless, assets arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income, are not recognised. the temporary differences are associated with investments in subsidiaries, associates and joint ventures that will reverse in the foreseeable future and sufficient tax gains are expected to be generated against which the temporary differences can be offset. It is considered probable that the Company will generate sufficient taxable profit to recover deferred tax assets when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity, which are expected to reverse in the same tax period as the expected reversal of the deductible temporary differences or in periods into which a tax loss arising from a deductible temporary difference can be carried back or forward. If the only future taxable profit is derived from taxable temporary differences, the recognition of deferred tax assets arising from tax loss carryforwards is limited to 70% of the deferred tax liabilities recognised.

23 9 In order to determine future taxable profit the Company takes into account tax planning opportunities, provided it intends or is likely to adopt them. (iii) Measurement of deferred tax assets and liabilities Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted. The tax consequences that would follow from the manner in which the Group expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities. For these purposes, the Company has considered the deduction for reversal of the temporary measures provided in transitional provision thirty-seven of Income Tax Law 27/2014 of 27 November 2014 as an adjustment to the tax rate applicable to the deductible temporary difference associated with the non-deductibility of amortisation and depreciation charges in 2013 and 2014 and the revaluation of balances of Law 16/2012 of 27 December The Company reviews the carrying amount of deferred tax assets at the reporting date and reduces this amount to the extent that it is not probable that sufficient taxable profit will be available against which to recover them. Deferred tax assets that do not comply with the above conditions are not recognised in the consolidated statement of financial position. At year end the Company reassesses whether the conditions are met for recognising previously unrecognised deferred tax assets. (iv) Offset and classification The Company only offsets current tax assets and liabilities if it has a legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Company only offsets deferred tax assets and liabilities if it has a legally enforceable right to offset the recognised amounts, and they relate to income taxes levied by the same taxation authority on the same taxable entity or on different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. Deferred tax assets and liabilities are recognised in the consolidated statement of financial position under non-current assets or liabilities, irrespective of the expected date of recovery or settlement. (i) Classification of assets and liabilities as current and non-current The Company classifies assets and liabilities in the balance sheet as current and non-current. Current assets and liabilities are determined as follows: - Assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Company s normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised within 12 months after the reporting date or are cash or a cash equivalent, unless the assets may not be exchanged or used to settle a liability for at least 12 months after the reporting date. - Liabilities are classified as current when they are expected to be settled in the Company s normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within 12 months after the reporting date or the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. - Financial liabilities are classified as current when they are due to be settled within 12 months after the reporting date, even if the original term was for a period longer than 12 months, and an agreement to refinance or to reschedule payments on a long-term basis is completed after the reporting date and before the annual accounts are authorised for issue. (j) Transactions between Group companies Transactions between Group companies, except those related to mergers, spin-offs and nonmonetary contributions, are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.