Auditor's

Report on

Elecnor, S.A.

(Together with the annual accounts and directors' report of Elecnor, S.A. for the year ended 31 December 2022)

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

KPMG Auditores, S.L.

Torre Iberdrola

Plaza Euskadi, 5

Planta 17

48009 Bilbao

Independent Auditor's Report

on the Annual Accounts

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-languageversion prevails.)

To the Shareholders of Elecnor, S.A.

REPORT ON THE ANNUAL ACCOUNTS

Opinion __________________________________________________________________

We have audited the annual accounts of Elecnor, S.A. (the "Company"), which comprise the balance sheet at 31 December 2022, 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 2022, 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 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 pursuant to the legislation regulating the audit of accounts in Spain. 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., a limited liability Spanish company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Paseo de la Castellana, 259C 28046 Madrid

On the Spanish Official Register of Auditors ("ROAC") with No. S0702, and the Spanish Institute of Registered Auditors' list of companies with No. 10.

Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9 N.I.F. B-78510153

2

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-languageversion prevails.)

Key Audit Matters ________________________________________________________

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the annual accounts of the current period. These matters 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 matters.

Related party balances and transactions

See note 19 to the annual accounts

Key audit matter

How the matter was addressed in our audit

The Company carries out significant transactions with related parties. The nature of related party relationships and transactions can, in some circumstances, give rise to a greater risk of material misstatement than in the case of transactions with unrelated parties. For this reason, and due to the significance of the amounts of balances and transactions with related parties, detailed in note 19, their recognition and measurement have been considered a key audit matter.

Our audit procedures included the following:

  • Inquiring of management about the process of identifying, measuring and recognising related party transactions.
  • Obtaining confirmation from related parties of transactions carried out during the year as well as outstanding balances at the reporting date.
  • Assessing, together with our tax specialists, the transfer pricing policy established by the Group to which the Company belongs to determine whether related party transactions have been recognised at fair value.
  • Evaluating whether the disclosures in the annual accounts meet the requirements of the financial reporting framework applicable to the Company.

3

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-languageversion prevails.)

Provisions and contingencies

See note 13 to the annual accounts

Key audit matter

How the matter was addressed in our audit

The Company is exposed to potential claims and

Our audit procedures included the following:

disputes in the course of its activity. Controlling,

-

Evaluating the key assumptions used by the

monitoring and evaluating claims and litigation

Directors to determine the need to recognise

affecting the Company and, where applicable,

provisions and, where applicable, estimate their

estimating provisions, is a complex process,

amount.

requiring the use of judgement by the Company's

-

Obtaining responses from the Company's

management and Directors and is subject to a high

external lawyers outlining their assessment of

degree of uncertainty. Consequently, the recognition

the risk surrounding significant claims and

and calculation of provisions, as well as the

litigation.

measurement and disclosure of contingent liabilities

-

For relevant claims and litigation, assessing,

in relation to claims and litigation, require the

with the involvement of our specialists, the

application of significant value judgements. Given

reasonableness of the estimates made by the

the significance of the amount of provisions

entity and its advisors.

recognised by the Company at the reporting date,

and the judgement inherent in evaluating and

-

Evaluating whether the disclosures in the annual

calculating the obligations derived from claims and

accounts meet the requirements of the financial

litigation under way, this has been considered a key

reporting framework applicable to the Company.

audit matter.

Other Information: Directors' Report _______________________________________

Other information solely comprises the 2022 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 regarding the information contained in the directors' report is defined in the legislation regulating the audit of accounts, as follows:

  1. Determine, solely, whether the non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.
  2. Assess and report on the consistency of the rest of the information included in the directors' report with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned annual accounts. Also, assess and report on whether the content and presentation of this part 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.

4

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-languageversion prevails.)

Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2022, and that the content and presentation of the report are in accordance with applicable legislation.

Directors' and Audit Committee's 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.

The audit committee is responsible for overseeing the preparation and presentation of the annual accounts.

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 the economic decisions of users taken on the basis of the 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.

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Elecnor SA published this content on 10 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2023 22:36:03 UTC.