REGISTERED NUMBER: 12988762 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

CVL HOLDING LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

8

Report of the Independent Auditors

11

Consolidated Statement of Profit or Loss

15

Consolidated Statement of Profit or Loss and Other Comprehensive Income

16

Consolidated Statement of Financial Position

17

Company Statement of Financial Position

19

Consolidated Statement of Changes in Equity

20

Company Statement of Changes in Equity

21

Consolidated Statement of Cash Flows

22

Notes to the Consolidated Statement of Cash Flows

23

Notes to the Consolidated Financial Statements

24

DIRECTOR:

C L Villa

REGISTERED OFFICE:

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

REGISTERED NUMBER:

12988762 (England and Wales)

AUDITORS:

Ad Valorem Audit Services Limited

Chartered Certified Accountants

& Statutory Auditors

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

The director presents his strategic report of the company and the group for the year ended 31 December 2023.

Our Purpose:

We are a group of companies capable of changing people's futures by practicing Sustainability throughout our activities. We are committed to working to build a better world, sharing wealth generated in our operations through our Sustainable Recovery Units (UVS).

Our Mission:

To offer the most sustainable solutions for the treatment, recovery, and final disposal of waste, for public and private clients.

Our Vision:

To be the best group of management companies in engineering solutions for life and to be a leader in offering unique, integrated, and innovative services.

Our Values:

o Operating safely

o Integrity

o Teamwork

o Innovation

o Excellence with dynamism

o Socio-environmental responsibility

o Partnership

Our Business:

CVL Group has the most complete environmental portfolio on the market, bringing together the skills acquired over its 20 years of experience.

Its activities cover the entire process chain from collection at the source, treatment, valorization, and final disposal of waste, through the management of industrial waste, sorting, recovery, and logistics operations, in addition to engineering and environmental consulting solutions in the recovery and treatment of soil, water, and air.

We offer a complete technological portfolio in Brazil, with a nationwide coverage, safety, high credibility, and gains in quality, management, and innovation of solutions through the alignment of all links in the service chain.

2023 Highlights

- Start of the construction work on two plants for the production of Biomethane (Renewable Gas), with operations expected to begin in the second quarter of 2024 (Biometano Caieiras) and the fourth quarter of 2024 (Biometano Sul). Both facilities have 15-year offtake agreements for the sale of biomethane;

- Signing of long-term financing agreements with the Brazilian Development Ban (BNDES) totalling EUR 37 million, with approximately 50% of the financing coming from the Climate Fund;

- Completing of the 3rd Issue of Debenture for EUR 24 million;

- Consolidation of the trend of reducing Occupational Health and Safety indices to the lowest level in the Company's history.

OPERATIONAL ACTIVITIES

The CVL's Group main operational activities are divided into three segments, as follows:

I. Treatment, Disposal, and Collection

We offer solutions for waste disposal and treatment through Class II (non-hazardous waste) and Class I (hazardous waste) landfills, as well as other technologies such as co-processing services, healthcare waste treatment, waste blending for refuse-derived fuels (RDF), incineration, organic waste composting, thermal desorption for soil decontamination, wastewater treatment plants, atmospheric emission control, and remediation of impacted areas, in addition to sorting, recycling, and recovery of construction waste. We also perform activities related to responding to environmental emergencies. Completing the cycle of the waste service chain, we offer transportation solutions to both public and private clients, including collection and transshipment services.

II. Energy Recovery

We generate clean energy from biogas, derived from the decomposition of organic waste deposited in landfills, and maintain six thermoelectric plants in operation, generating over 60 MW in energy. Generating energy from methane is a sustainable way to recover landfill gases and generate carbon credits. We also work to produce biomethane and are currently completing the installation of two units to produce biomethane - a green fuel obtained from landfill biogas.

III. Circular Economy

Through integrated and innovative services and solutions, we enhance the generation of business value, supporting our customers and partners in the transition to more circular processes, identifying opportunities for recycling, recovering natural resources and recyclable materials, as well as providing our customers with special cleaning, public road, and green space maintenance services.

FINANCIAL PERFORMANCE

In January 2023, the CVL Group's main subsidiary, Essencis Soluções Ambientais S.A., completed its registration process at the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários - CVM), in the category B, becoming a publicly traded company.

- Net income went from a negative (-) EUR 3 Million in 2022 to EUR 13 Million in 2023. As part of our margin improvement and revenue efficiency strategy, we prioritised activities that add high value to our business. We closed operations in Bolivia and our Metal Recovery activities, which had a direct positive impact on our gross margin.

- Gross profit rose 7% from the prior period, driven by improved sales performance and effective cost management.

- EBITDA grew by 17% compared to the previous year, reflecting the Company's efficiency in managing operating costs, repositioning prices, and developing new projects in the Treatment and Recovery segment.

- We ended 2023 with a Capex investment of approximately EUR 55 million (EUR 47 million in 2022), reflecting the implementation of the Company's strategy, focusing on developing new projects and maintaining operational capacity.

OPERATIONAL PERFORMANCE

To ensure excellence and best practices to keep our operations at the forefront of the industry, we continuously invest in equipment, innovation, and technology. We have established technological paths and routes to improve performance and advance in expanding energy recovery, solutions for mitigating climate conditions, and the circular economy. We always strive for excellence in performance and results, ensuring operational and environmental safety, and bringing a positive impact to all our stakeholders.

The health and safety of our employees is a key issue for us, and we remain committed to strengthening our culture of prevention. The OPS (Operation, Productivity, and Safety) Programme demonstrated a focus on critical risk management and an evolution in the safety culture, reflecting on all operational and managerial spheres of the Company, with results that attest to this commitment.

Oriented towards the continuous pursuit of better results and performance, the OPS Programme expanded its operations and went beyond safety aspects, focusing on the Operation and Productivity Pillar with the goal of increasing productivity and promoting improvements in cost management. Innovation was present in this challenge, with the improvement and creation of operational intelligence centres to be used as tools for achieving a more efficient cost structure. Operational efficiency and good productivity have a positive impact on our employees and strengthen their engagement. They are routinely trained by specialists to seek opportunities to improve operational performance.

The ASAS Programme (Ampliando Segurança Ambiental, or Expanding Environmental Safety) strives for environmental excellence in our operations by identifying and reducing potential risk failures in operational processes, preventing undesirable events, and ensuring the sustainability of our operations.

All actions developed to improve operational performance are the foundation for achieving better results and delivering unique, high-quality service to our customers, with a direct impact on the Company's cost structure.

ENERGY RECOVERY

Biogas, a renewable gas, plays a crucial role in the decarbonisation of various sectors in Brazil, with projected investment of over EUR 11 billion by 2030, according to data from Abiogás, the Brazilian Biogas Association. Currently, over 70% of the biogas produced in the country is derived from solid waste, with Solví standing out as a leader in this market and potentially one of the main drivers of biogas recovery.

With six thermal power plants generating renewable energy from landfill biogas, totalling an installed capacity of over 60 MW/m, Solví is firmly established as one of the country's leading clean energy platforms. Aiming to maximise the value of biogas, the Company is building two Biomethane plants in Caieiras, in the state of São Paulo, and Minas do Leão, in Rio Grande do Sul, with a capacity of 130,000 normal cubic metres (Nm³) per day. These projects are in the final stages of implementation, being financed by BNDES through resources from Fundo Clima ("Climate Fund"), and represent a total investment of approximately EUR 45 million.

In our pipeline of new projects, we plan to build ten more new plants, with the potential to generate over 1 million Nm³ per day of Renewable Natural Gas (biomethane) by 2030.

RECYCLING PROJECT

For CVL's Group, nothing is more important in the circular economy than the adequate separation and disposal of recyclable materials. In 2023, the Company opened two more Mechanised Sorting Centres at the Sustainable Recovery Units (Unidades de Valorização Sustentável - UVS) in Caieiras, São Paulo, and São Leopoldo, Rio Grande do Sul, using state-of-the-art technology. This allows CVL's Group to offer consumer goods manufacturers the opportunity to reintegrate 100% recycled products into the production chain.

These recycling projects represent just the beginning of CVL's Group initiatives. The Company continues to expand these operations and is currently developing studies for 16 additional plants located at the group's landfills, consolidating its position as one of the leading producers of recyclable materials from urban solid waste in Brazil.

COMMITMENTS TO SUSTAINABILITY

Our Sustainability Policy is increasingly strengthened, with the contribution of our Sustainability Committee (internal committee), which aligns the interests of our stakeholders with our Materiality Matrix, recently updated through the analysis and identification of the most relevant issues for the organisation. It encompasses business strategies and the perception of the impacts caused by the organisation through consultations with a wide variety of audiences with which it interacts, that is, its stakeholders.

We strive for continuous interaction with our stakeholders. Each of the Company's business areas interacts to maintain a good relationship with each of these audiences. This can be achieved through our Solví Business Model (Modelo de Empresariamento Solví - MES) programmes, including: the Contracted Management Programme (Programa de Gestão Contratada - PGC), the Citizen Partnership with Society Programme (Parceria Cidadã com a Sociedade - PPCS), the Integrity and Sustainability Programme (Programa de Integridade e Sustentabilidade - PIS), and the Value Creation Programme (Programa de Criação de Valor - PCV).

Our contribution to sustainable development is already evident in the nature of the activities we carry out. Providing customers with access to solutions for adequate waste management has clear social, environmental, and economic impacts. We have reinforced our commitment to ESG and made progress on the goals of our Public Sustainability Commitment, which address 10 Sustainable Development Goals (SDGs) established by the United Nations (UN) - Energy Intelligence, Water Management, Climate Change, Progress in Circularity, People's Well-Being and Safety, Community Development, Doing the Right Thing, and Innovation.

We strive to maintain close and respectful ties with all our stakeholders, characterised by integrity and added value, whether tangible or intangible, contributing to social and environmental development. The Solví Institute, as part of the Solví Group, aims to collaborate with UVSs in promoting improved quality of life, integrating socially vulnerable communities, preserving the environment, and encouraging culture, sport, and health. Its performance supports the Solví Group companies in managing the Citizen Partnership with Society Programme (PPCS), which underpins our institutional, environmental, economic, and social actions, creating conditions for operations to have a positive impact on people's lives and are recognised for their relevance. In 2023, these initiatives impacted over 1 million people, with investments exceeding EUR 0.6 million in social and environmental initiatives, projects, and sponsorships. The projects for environmental preservation and engagement with local communities are aligned with the 17 Sustainable Development Goals (SDGs) proposed by the UN.

In 2023, the Company's ESG Rating ranked 6th among its peers worldwide, with the Company showing, year after year, significant improvements in its score, as shown below: 2021 - 70 Points; 2022 - 77 Points; 2023 - 84 Points. (Source: 2023 GRESB Infrastructure Development Fund & Asset Assessment)

We are continuously evolving and innovating, with sustainability as a priority topic for our management committees, demonstrating our commitment to transforming the future that we will leave as a legacy for future generations.

HEALTH AND SAFETY

The health and safety of our employees are major issues for us, and we are committed to promoting continuous improvement and strengthening a culture of prevention among all teams dedicated to our operations, whether our own or outsourced. All of our professionals, including our resident outsourced employees, are covered by our Health and Safety System. We understand that protecting everyone's lives is an ethical issue, which involves providing all the knowledge, training, and material resources necessary to perform activities with quality and with the lowest possible exposure to risks. The Solví Group considers health and safety a non-negotiable value and practice. It has evolved significantly and sets itself more ambitious challenges year after year. In 2023, there were no fatal accidents recorded. The Solví Group has a robust Health and Safety management programme, with significant improvement in its indicators in recent years, as can be seen below:

HUMAN CAPITAL

The CVL's Group employs over 12,000 employees and more than 1,600 outsourced workers in our operational units. Our presence throughout Brazil, including locations in Argentina and Peru, brings significant cultural diversity and potential. We work to value this diversity and recognise the demands and needs arising from local circumstances.

In our operations, we strive to promote diversity of gender, race, ethnicity, and sexual orientation and remain committed to the inclusion of persons with disabilities, working to contribute to their development and enabling them to have fair employment and income.

We believe that everyone, with all their differences and experiences, can contribute to building a successful company. With this in mind, we pursue initiatives that promote the attraction, development, and engagement of our people, enhancing their potential and the skills necessary to meet Solví's growth challenges. Through the Excellence Academy Programmes and other continuing education options, we prepare our employees to take on new roles, including leadership positions to support CVL's Group Growth strategy. Through the Citizen Partnership with Society Programme, they act as agents and ambassadors of our purpose, developing an attitude of service for the greater good, engaging in social, environmental, and volunteer activities, whilst building together a legacy in the municipalities where we operate.

SECTION 172(1) STATEMENT

CVL Group is dedicated to delivering world-class business solutions to our customers through superior products and exceptional customer service by creating an environment for our employees where each person is valued, challenged to reach their potential, and contribute to the growth of the company, the community and themselves.

CVL Group acknowledges its corporate social responsibility and aims to become a company trusted and desired by all our stakeholders, investors, customers, suppliers, employees, and the local community.

The company has established and communicates the "CVL Group Code of Conduct" to be complied with by all managers and employees of our group and requests our suppliers to respect the intent of this Code of Conduct.

The "CVL Group Code of Conduct" prohibits the use of conflict minerals, offering of improper gifts to public officers, unfair competition, any act that disrespects the personality or dignity of employees, unreasonable discrimination, child labour and forced labour. It declares that the CVL Group will comply with all relevant laws and regulations as well as international rules, including rules on the management of workplace safety and sanitation, in addition to environment-related regulations.

INTEGRITY, A NON-NEGOTIABLE VALUE

Through the Sustainable Integrity Program (Programa de Integridade Sustentável - PIS), we act in a cross-sectional manner at the social, environmental and economic level, with a view to mitigating compliance risks. The PIS brings together mechanisms for preventing, controlling, detecting, and remediating risks of misconduct. Its scope covers 100% of the CVL Group Units, irrespective of geographic location, including the other countries in which the Group operates. It affects all employees, regardless of their hierarchical position or role, and permeates all areas and processes, including the governance structure and third parties.

As part of the PIS, we promote the expansion of the ISO 37.001 certification by the Group's units, which 42 of them already hold.

CATEGORY "B" CVM REGISTRATION

On January 10, 2023, the subsidiary Solví Essencis obtained the Publicly-Held Company Registration at the Securities Commission of Brazil (Comissão de Valores Mobiliários - CVM), in Category B, under No. 2707-3, a significant achievement in line with its strategic planning.

RELATIONSHIP WITH AUDITORS

CVL Group hereby declares that its policy for contracting services unrelated to external auditing is based on the principles that preserve the auditor's independence, ensuring, as a procedure, that the provision of other services does not affect the independence and objectivity required for the performance of independent audit services.

MESSAGE FROM MANAGEMENT

Throughout 2023, the CVL's Group achieved significant progress towards sustainability, driven not only by existing technologies, but especially by the continued innovations we have adopted. We consolidated our position as a company that offers integrated solutions to promote circularity, climate mitigation, and energy recovery.

Our contribution to sustainable development is intrinsic to our activities, providing access to solutions for proper waste management, driven by the importance of the Sanitation Legal Framework, which strengthens the role of the waste sector in offering services and technologies for environmentally sound treatment and disposal, thereby contributing to the eradication of improper disposal (landfills). We work tirelessly to achieve more sustainable services, maintaining close and respectful ties with all our stakeholders, being guided by integrity, ethics, and conduct, and being the only company in the sector to hold the Pro-Etica Seal.

Our actions have contributed to the social and environmental development of our operations, as evidenced by the results of our Citizen Partnership with Society Programme, which in 2023 had a positive impact on over 1 million people, with significant investments in social and environmental initiatives, projects, and sponsorships.

Moreover, we maintain our operations at the forefront of the sector, having invested approximately €55 million in our operations in 2023, continuing our high standards in the safety and health of our employees, setting increasingly ambitious challenges each year.

We firmly believe that over the years, the waste sector has evolved significantly, and we are proud to be part of this history, contributing to major milestones. As we see this issue gain relevance throughout society, directly benefiting quality of life, population health, environmental preservation, and the climate change agenda, we reinforce our belief in a more circular, environmentally friendly, economically viable, and socially just world.

To our Shareholders, Employees, Customers, and Suppliers, we express our sincere gratitude.

ON BEHALF OF THE BOARD:

C L Villa - Director

18 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2023.

In compliance with all legal and statutory provisions, we hereby submit for your consideration the management report for the consolidated financial statements for 2023 prepared in accordance with accounting practices adopted in the UK and with the international financial reporting standards (IFRS) issued by the International Accounting Standards Board (IASB).

PRINCIPAL ACTIVITIES

CVL Group has the most complete environmental portfolio on the market, bringing together the skills acquired over its 20 years of experience.

Its activities cover the entire process chain from collection at the source, treatment, valorization, and final disposal of waste, through the management of industrial waste, sorting, recovery, and logistics operations, in addition to engineering and environmental consulting solutions in the recovery and treatment of soil, water, and air.

We offer a complete technological portfolio in Brazil, with a nationwide coverage, safety, high credibility, and gains in quality, management, and innovation of solutions through the alignment of all links in the service chain.

DIVIDENDS

An interim dividend of €3,327 (equivalent to €42.605 per share) was distributed and paid in October 2023. The director recommends that no further dividends be paid.

RESEARCH AND DEVELOPMENT

The group will continue to monitor any significant research and development opportunities as they arise.

FUTURE DEVELOPMENTS

The board is continuing a strategic review of the group with a view to continuing to be at the forefront of product technology. The group's principal activity is not expected to change.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

C L Villa held office during the whole of the period from 1 January 2023 to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

For the reporting year ending 31 December 2023, the group made charitable donations of €645 (2022: €851). There were no political donations made during the year (2022: £Nil).

DISABLED EMPLOYEES

The group has continued their policy regarding the employment of disabled persons. Full and fair consideration is given to applications for employment made by disabled persons having regard to their particular aptitudes and abilities. In the event of members of staff becoming disabled, reasonable efforts would be made to ensure that their employment with the group continues and that appropriate training is arranged. It is the policy of the group that the training, career developments and promotion of disable persons shall, as far as possible, be identical with that of other employees.

EMPLOYMENT POLICIES

The group's policy is that of an equal opportunity employer, and it is committed to pursuing equality and diversity in all its employment activities and continues to support initiatives to provide employment for people from minority groups in the community, including people with disabilities, carers and lone parents. To the extent possible, people with disabilities are offered the same employment training, career development and promotion opportunities as other employees.

The group's business principles and policies set out standards of behaviour expected of its employees in conducting business in an ethical way.

All employees are provided with information on a regular basis to give them awareness of the current performance of the group.

The group also has procedures in place to facilitate consultation between management and the workforce when and where this may be considered appropriate.

ENGAGEMENT WITH EMPLOYEES

Regular departmental meetings are held with employees encouraged to offer ideas on improving performance where possible.

The group recognises the importance of employees to the success of the business. Key performance indicators are made available to all employees on a regular and timely basis.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

As outlined in the Strategic Report we lay particular emphasis on building strong lasting relationships with our partners and clients, devoting time and resources to work with them on understanding their needs and how we can continually improve the services we offer for the benefit of all parties.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

Capital risk:

The group manages its capital to safeguard its ability to continue as a going concern while maintaining an optimal capital structure to cover the cash requirement of the business: The group's overall capital and risk management strategy remains unchanged from 2023.

The group is mindful of the uncertain economic situation and manages its credit risk by dealing with established customers and by identifying and addressing any credit issues in a timely manner. The group maintains tight controls over its outstanding debt.

Currency risk:

The group is exposed to variation in exchange rate between Euro and Sterling. Exchange movement, when volatile, can result in increases or decreases in purchase cost. At present, the situation is relatively stable and the outlook for Sterling appears favourable.

Interest rate risk:

The group is exposed to interest rate risk on the money it has deposited in its Euro account. The group looks to minimise this risk by minimising the funds in its account for payment of the Euro purchases.

Regulatory Compliance:

Compliance with industry standards, safety regulations, and product certifications adds complexity to product development. The CVL Group has a technical department ensuring the company is kept up to date with regulatory changes and ensuring compliance to avoid legal and reputational risks.

STREAMLINED ENERGY AND CARBON REPORTING

Group is a low energy consumer in UK as its consumes less than 40,000 kWh of energy or less over the period for which the directors report is prepared and state in their report that this the reason that the information has not been disclosed.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state that the financial statements comply with IFRS;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Ad Valorem Audit Services Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C L Villa - Director

18 September 2025

Opinion

We have audited the financial statements of CVL Holding Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:

-	the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended;

-	the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;

-	the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and

-	the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Emphasis of matter

We draw attention to explanatory note 1.2e to the financial statements, which describes that the indirect subsidiary Vega Engenharia Ambiental S.A. (Bolivia Branch) had its contract for the provision of services with its only Customer ended in December 2022, and since that date the Bolivia Branch has been inactive, until all the necessary procedures for its due closure are completed. As described in the aforementioned explanatory note to the financial statements, the Bolivia Branch has an accounts receivable of EUR 13 084 together with the client, which in the evaluation of the board of directors does not expect losses. In addition, the Branch also had, on December 31, 2023, an accounts payable to suppliers in the amount of EUR 5 998.

The financial statements of the Bolivia Branch were prepared taking into account the accounting basis of settlement and, therefore, the Company's financial statements regarding this investment should be read in this context. Our opinion is unqualified relating to this matter.

We also draw your attention to explanatory note 1.3 to the financial statements that describe the agreement for the continuity of the provision of services by the indirect subsidiary Guamá Tratamento de Resíduos Ltda. ("Guamá") until August 31, 2023, which was extended via court decision until February 2025. In addition, Guamá's operations have been financed, basically, through resources provided by the subsidiary Revita Engenharia Ambiental S.A., as presented in the respective explanatory note. Our opinion is unqualified relating ot this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page ten, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In our process of identifying fraud risks, we assessed events or conditions that indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud ("fraud risk factors") to determine how fraud risks are relevant to our audit. Based on the auditing standards, we addressed two fraud risks that were relevant to our audit in relation to revenue recognition and management override of controls. Based upon our analysis of fraud risk factors, we have not identified any additional fraud risks.

Our audit procedures included an evaluation of the design, implementation as well as the operating effectiveness of internal controls relevant to mitigate these risks. We also performed substantive audit procedures, including detailed testing of high-risk journal entries and procedures to satisfy ourselves that revenue has been properly recognised in the financial statements in accordance with financial reporting standards and the Company's accounting policies. Through these procedures, we did not identify any material actual or suspected incidences of fraud.

We have evaluated facts and circumstances to assess laws and regulations relevant to the Company. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience, through discussion with the Directors and other management (as required by auditing standards) and discussed with the Directors and other management regarding the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements, including taxation and financial reporting (including related company legislation), and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect:

- Employment legislation, reflecting the Company's workforce

- Health and safety regulation, reflecting the Company's production, distribution, and operating processes

- Data privacy, reflecting the Company's management of personal and corporate data

Auditing standards limit the required audit procedures to identify non-compliance with these regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures, we did not identify any material actual or suspected non-compliance in any of the above areas.

We note that our audit is not primarily designed to detect non-compliance with laws and regulations and the Directors and other management are responsible for such internal control as the Directors and other management of the Company determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to errors or fraud, including compliance with laws and regulations. Additionally, owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Zubair Arshad FCCA (Senior Statutory Auditor)

for and on behalf of Ad Valorem Audit Services Limited

Chartered Certified Accountants

& Statutory Auditors

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

24 September 2025

CONTINUING OPERATIONS

Revenue

4

412,687

450,437

Cost of sales

(315,116

)

(359,597

)

GROSS PROFIT

97,571

90,840

Other operating income

144

(254

)

Gain/loss on revaluation of investments

(376

)

(278

)

Administrative expenses

(45,550

)

(43,674

)

Other operating expenses

5

(239

)

(5,675

)

OPERATING PROFIT

51,550

40,959

Finance costs

7

(58,605

)

(52,515

)

Finance income

7

30,378

25,244

PROFIT BEFORE INCOME TAX

8

23,323

13,688

Income tax

9

(10,071

)

(19,182

)

PROFIT/(LOSS) FOR THE YEAR

13,252

(5,494

)

Profit/(loss) attributable to:

Owners of the parent

3,793

(10,480

)

Non-controlling interests

9,459

4,986

13,252

(5,494

)

PROFIT/(LOSS) FOR THE YEAR

13,252

(5,494

)

OTHER COMPREHENSIVE INCOME

Items that may be reclassified subsequently to profit or loss:

Exchange reserve

135

756

Unrealised gain/ (loss) on investment

(320

)

(325

)

Income tax relating to items that may be reclassified subsequently to profit or loss

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(185

)

431

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

13,067

(5,063

)

Total comprehensive income attributable to:

Owners of the parent

3,608

(12,111

)

Non-controlling interests

9,459

7,048

13,067

(5,063

)

ASSETS

NON-CURRENT ASSETS

Goodwill

12

106,781

101,661

Owned

Intangible assets

13

66,001

75,021

Property, plant and equipment

14

227,547

197,036

Right-of-use

Property, plant and equipment

14, 24

15,126

16,161

Investment in joint ventures

15

50,754

37,079

Investments

15

-

-

Trade and other receivables

17

66,665

70,439

Tax receivable

10,516

18,525

Deferred tax

26

33,941

24,640

577,331

540,562

CURRENT ASSETS

Inventories

16

13,300

14,461

Trade and other receivables

17

203,677

173,531

Tax receivable

17,803

5,287

Investments

18

7,710

9,590

Cash and cash equivalents

19

72,466

95,038

314,956

297,907

TOTAL ASSETS

892,287

838,469

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

20

94

94

Currency translation adjustment

21

(133,049

)

(133,050

)

Retained earnings

21

364,739

355,372

231,784

222,416

Non-controlling interests

147,513

140,683

TOTAL EQUITY

379,297

363,099

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

22

7,541

8,507

Financial liabilities - borrowings

Lease liabilities

23, 24

274,095

254,400

Deferred tax

26

18,715

17,742

Provisions

25

64,211

64,161

364,562

344,810

CURRENT LIABILITIES

Trade and other payables

22

94,664

91,574

Financial liabilities - borrowings

Lease liabilities

23, 24

53,764

38,986

148,428

130,560

TOTAL LIABILITIES

512,990

475,370

TOTAL EQUITY AND LIABILITIES

892,287

838,469

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

C L Villa - Director

ASSETS

NON-CURRENT ASSETS

Goodwill

12

-

-

Owned

Intangible assets

13

-

-

Property, plant and equipment

14

-

-

Right-of-use

Investments

15

9,926

9,926

9,926

9,926

CURRENT ASSETS

Trade and other receivables

17

1,844

2,356

Investments

18

7,710

9,590

Cash and cash equivalents

19

88

180

9,642

12,126

TOTAL ASSETS

19,568

22,052

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

20

94

94

Currency translation adjustment

21

(175

)

(310

)

Retained earnings

21

19,648

19,881

TOTAL EQUITY

19,567

19,665

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

22

1

1

Financial liabilities - borrowings

Lease liabilities

23, 24

-

2,386

1

2,387

TOTAL LIABILITIES

1

2,387

TOTAL EQUITY AND LIABILITIES

19,568

22,052

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

C L Villa - Director

Called up

Currency

share

Retained

translation

capital

earnings

adjustment

€'000

€'000

€'000

Balance at 1 January 2022

94

364,185

(145,729

)

Changes in equity

Total comprehensive income

-

(9,744

)

(305

)

Movement in other reserves

-

931

-

Currency Translation in year

-

-

12,984

Balance at 31 December 2022

94

355,372

(133,050

)

Changes in equity

Dividends

-

(3,327

)

-

Total comprehensive income

-

3,473

135

Movement in other reserves

-

9,221

-

Currency Translation in year

-

-

(134

)

Balance at 31 December 2023

94

364,739

(133,049

)

Non-controlling

Total

Total

interests

equity

€'000

€'000

€'000

Balance at 1 January 2022

218,550

133,635

352,185

Changes in equity

Total comprehensive income

(10,049

)

7,048

(3,001

)

Movement in other reserves

931

-

931

Currency Translation in year

12,984

-

12,984

Balance at 31 December 2022

222,416

140,683

363,099

Changes in equity

Dividends

(3,327

)

-

(3,327

)

Total comprehensive income

3,608

9,459

13,067

Movement in other reserves

9,221

(2,051

)

7,170

Currency Translation in year

(134

)

(578

)

(712

)

Balance at 31 December 2023

231,784

147,513

379,297