The directors present the strategic report for the period ended 31 December 2024.

The principal activity of the River Ridge Holdings (“RRH”) Consolidated Group (“the Group”) is the collection and disposal of both residual commercial and municipal waste. The Group operates a fully integrated waste management platform in the Northern Ireland market with control over all aspects of the waste process including collection, processing, treatment, and recovery through to final disposal.

There were no acquisitions or disposals within the River Ridge Holdings Group during the financial period ended December 2024.

The companies within the Group are registered and domiciled in the United Kingdom.

On 17 January 2025 there was a significant fire at our Craigmore Road site - operations have since been restored. It is not possible at this time to quantify the financial cost of the fire to the group.

The business will continue to strive for efficiencies to manage operational cost increases and fire recovery costs, and is targeting the achievement of the budgeted FY25 EBITDA.

The Group’s operations expose it to a variety of financial risks that include price risk, foreign exchange risk, credit risk, liquidity risk and interest rate cash flow risk. The Group has in place a risk management programme that looks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs. Given the size of the Group, the directors have assumed responsibility for the monitoring of financial risk management. Key risks are highlighted below but it is not intended to be an extensive analysis of all risks affecting the business.

Price risk

The Group is exposed to commodity price risk as a result of its operations. However, given the size of the Group’s operations, the cost of managing exposure of the commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature. The Group has no exposure to equity securities price risk as it holds no listed or other equity investments. Looking forward into FY25 the directors recognise that whilst inflationary pressures have eased, fluctuating fuel prices and high cost of living continue to present challenges.

Foreign exchange risk

A proportion of the Group’s trading is conducted in Euros. However, the Group regularly monitors movements in the foreign exchange rates, and hedging instruments including forward contracts are used as considered necessary, thus any exposure to foreign exchange risk is considered to be minimal.

Credit risk

The Group is exposed to credit risk due to its policy of giving credit to customers. In these instances, the Group has implemented policies that require proper credit checks on potential customers before sales are made. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the directors. The risk of a major financial loss from the Group’s main customers - Local Authorities or large C&I organisations - is considered low.

Liquidity risk

The Group actively maintains a mixture of long-term and short-term debt finance that is designed to ensure the Group has sufficient available funds for operations and planned expansions.

Interest rate cash flow risk

The Group has interest bearing liabilities. The Group has a policy of monitoring its debt finance to ensure certainty of future interest cash flows. The directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature or otherwise thought necessary. The directors recognise the challenge of current high interest rates.

Section 172 of the Companies Act 2006 requires a director of a company to act in good faith taking decisions which are most likely to promote the success of the company for the benefit of its members and stakeholders. In doing this section 172 requires a director to have regard, amongst other matters to the:

- likely consequences of any decision in the long-term;

- need to foster the company’s business relationships with suppliers, customers and others;

- impact of the company’s operations on the community and environment;

- desirability of the company to maintain a reputation for high standards of business conduct;

- need to act fairly as between members of the company.

Regarding meeting our duties under section 172 the directors consider all factors relevant to the decision being made taking into consideration the Group’s purpose, vision, and values together with its strategic priorities. Whilst the directors acknowledge that every decision made will not necessarily result in a positive outcome for all stakeholders, they aim to ensure that all decisions address the principal risks and opportunities. Factors that affect decisions and outcomes are communicated to all Board members through regular meetings and aim to promote the long-term success of the Group. Regular meetings between management, directors and the board (as appropriate) address the development and execution of business strategy, identification of key risks and opportunities, operational and financial performance, health and safety and environmental matters, compliance, legal and regulatory matters.

The Group’s key stakeholders are its employees, customers, suppliers, local communities, shareholders, financial institutions, and regulatory authorities. The impact of the Group’s activities on these stakeholders are an important consideration of the directors when making relevant decisions. During the year there is regular engagement with employees across the Group and the directors have regard for the impact any material decisions have on employees.

The directors have also committed to the development of a comprehensive Environmental, Social and Governance (“ESG”) strategy to further enhance the inclusion of all stakeholders’ interests in the Group’s vision, values and policies. The ESG strategy was finalised and delivered across the Group during the 2022 / 2023 financial year.

Further responsibilities in relation to disabled persons, employee involvement, modern slavery, preparation of financial statements and disclosure to auditors are laid out in the Directors' Report.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 December 2024.

The results for the period are set out on page 14.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

The group's policy is to consult and discuss with employees all matters likely to affect employees' interests. Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

As part of our culture of good governance for business, River Ridge operates to a set of core values, which reflect relationships with our supply chain and employees. Our business values oppose the exploitation of individuals in any form and more particularly the offenses under the Modern Slavery Act 2015.

Disclosures required in relation to Post Reporting Date Events and the Section 172 (1) Statement have been presented in the Strategic Report on pages 1 - 3.

The auditor, Moore (N.I.) LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The Group is subject to the Streamlined Energy and Carbon Reporting Framework Regulations (“SECR”) and therefore reports its energy consumption and greenhouse gas (“GHG”) emissions figures relating to gas, electricity, and transport, as well as an intensity ratio and information relating to energy efficiency actions. This is the fourth year that the Group has reported under SECR. Given the change in reporting periods, the data and figures below for PE24 represents the 18-month period from July 23 to December 24.

Following the recommendations of the SECR legislation and based on the nature of the business, the Group has selected the following Carbon Intensity Ratios as the best representation of its efficiency performance.

Kilogrammes Carbon Dioxide Equivalent per:

1. Revenue; and

2. Employee numbers

Commentary on performance

Due to the change in reporting periods the data and figures below for PE24 have been calculated on a 12-month average basis for comparability.

(a) Total reported Scope 1 & 2 GHG/ carbon emissions reduced by 34.4% (-3,546 tCO2e).

(b) DERV consumption and related emissions reduced by 27.1% (-2,231 tCO2e), which was due to several related improvement projects, including:

- The introduction of HVO fuel as a replacement for DERV in the group’s vehicle fleet.

- Reduction in vehicle fleet numbers

- The introduction of new, more efficient DERV-fuelled trucks to replace older, less efficient trucks

- Mains grid electricity connection at the Portadown site, which has resulted in the DERV/ diesel-fuelled generator no longer being used.

(c) LPG consumption and related emissions also reduced by 93.1% (-1,428 tCO2e). LPG is used in dryer operations at the Craigmore site, which has not been operating as much this year due to business demand. In addition, waste heat utilisation from the landfill gas CHP unit also affects LPG consumption at the site.

(d) Mains electricity consumption has increased by 18.4% (+90 tCO2e) primarily due to the Portadown site now being fully supplied by mains electricity.

De-minimus supplies

Business travel by car (personal mileage and rental car fuel) has been identified as a de-minimus supply.

Based on the data available, the fuel consumption and related carbon emissions are negligible when compared to the Group’s overall consumption and emissions.

Consumption data

Grid Electricity, LPG, Red Diesel, Derv, Kerosene, Petrol

Data retrieved from supplier invoices.

Landfill gas CHP heat and electricity

The consumption has been calculated as follows:

Supplier data for the landfill gas CHP electricity supplied have been used to calculate the total landfill gas consumed, which has then been used to apportion consumption related to the heat supply.

It has been assumed that the CHP efficiency performance was as follows: 80% CHP efficiency overall, with 40% electricity, 40% heat and 20% losses. The losses have been split evenly across the two CHP emissions sources, with the portion of generated electricity used by the Group (i.e. not exported to grid) used to calculate the associated GHG/ carbon emissions.

As there is no data available on the amount of waste heat from the CHP unit being used by the Group, it has been assumed that all the heat is used.

Emissions factors

Carbon Dioxide Equivalent (CO2e) emissions factors

The consumption data has been multiplied by the associated CO2e conversion factor as detailed within the UK Government GHG Conversion Factors for Company Reporting (2023 version) for each emissions source.

Outside of Scopes emissions- Landfill Gas

The outside of scopes factor for Landfill Gas has been used to account for the direct carbon dioxide (CO2) impact of burning the landfill gas. These emissions are deemed ‘outside of scopes’ under the UK Government GHG Conversion Factors for Company Reporting and as such must be reported separately from the main scope 1 & 2 emissions.

Completed projects

The following is a summary of the main energy efficiency/ carbon reduction projects completed over the past 18 months:

Transport:

1. Vehicle fleet, plant, and machinery upgrades

• 5 DAF skip vehicles were received to replace older hired fleet, which have resulted in an 8.6% increase in like-for-like fuel efficiency.

• An increase from 11 to 21 in electric company cars, which have replaced diesel-fuelled cars within the group's vehicle fleet. Electric charging stations have also been installed at all River Ridge sites.

• 1 new electric grab handler has been introduced at the Portadown site, replacing a DERV-fuelled grab handler.

• 2 food waste collection vehicles at the Duncrue site, previously DERV-fuelled, have been converted to HVO renewable fuel.

• Replacement of 19 vehicles with newer, more efficient equivalents, including:

- 1 electric 7.5T Luton box van, replacing a diesel-fuelled vehicle

- 13 articulated vehicles

- 3 skip vehicles

• Introduction of 2 new glass and food waste collection vehicles, powered by a mixture of diesel fuel and HVO renewable fuel.

• Replacement of a grab vehicle with a 26T curtain sider, reducing the number of collection journeys.

• 16 new walking floor trailers introduced to improve fleet fuel efficiency.

• Delivery of 9 refuse collection vehicles with quick-shift transmission, reducing PTO usage and improving fuel efficiency.

• Deployment of 1 electric skip vehicle.

• 3 biomethane gas-powered trucks introduced to replace diesel-fuelled trucks, 2 of which are currently in operation.

1. Improved Efficiency

• A 3.7% increase in the number of bins collected per mile has been realised due to route rationalisation and improved bin collection densities on collection rounds.

Operations:

• 3 solar powered landfill pumping systems have been installed at our Craigmore site.

• A new landfill compactor has been introduced at our Craigmore site, which has resulted in an associated reduction in energy consumption.

• Introduced an Old Corrugated Containers (OCC) separator at our Mallusk site to improve cardboard separation. This is reducing the requirements for source segregation of the waste stream which will in turn result in less collection journeys.

• New electric primary and secondary shredders have been installed at our Portadown site replacing less efficient diesel / DERV-fuelled machinery. 

• Our Portadown site is now fully powered by grid electricity, replacing the more carbon intensive diesel generator.

Future plans

Transport:

• Replacement of 21 vehicles with newer, more efficient equivalents, including:

  • 3 skip vehicles

  • 2 hook lorries

  • 16 RCV replacements

These replacements will result in enhanced efficiencies from decreased fuel usage and increased miles per gallon.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of River Ridge Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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 directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine is 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 directors are responsible for assessing 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 directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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 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 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the group and the parent company.

Based on our understanding of the group and the parent company and their operating environment, we determined that the most significant frameworks which have a direct impact on the preparation of the financial statements are those related to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations. Compliance with these laws and regulations was assessed as part of our procedures.

Other laws and regulations of which non-compliance may have a material effect on the financial statements, e.g. through fines or litigation, were identified as employment law, health and safety and environmental regulations. Our required procedures in this area are limited to inquiry of Directors and other management, and inspection of any regulatory or legal correspondence. These limited procedures did not identify any actual or suspected non-compliance.

We assessed the susceptibility of the group and the parent company's financial statements to material misstatement, including how fraud might occur, including evaluating management's incentives and opportunities to manage earnings or influence the reported results. From the results of our assessment, we determined that the principal risk of fraud related to posting inappropriate journal entries. In common with all audits under ISAs (UK), we are required to perform specific procedures to respond to the risk of management override.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. Audit procedures performed by the engagement team included:

• We obtained an understanding of the group and the parent company's internal control systems in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group and the parent company's internal control.

• We obtained an understanding of how the group and the parent company complies with relevant laws and regulations, by making enquiries of management and those charged with governance.

• Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims.

• Enquiry of entity staff to identify any instances of non-compliance with laws and regulations.

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud

• Reviewing minutes of management and directors meetings

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

• We test the completeness of sales to address the risk of fraud in revenue recognition.

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.

We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment through collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the group and the parent 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 group and the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group and the parent company and the group and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £6,966 (2023 - £481,114 profit).

River Ridge Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is .

The group consists of River Ridge Holdings Limited and all of its subsidiaries.

During the current period the group extended its financial reporting date from 30th June 2024 to 31st December 2024, to align its reporting period with that used by its ultimate parent company. Thus the current period results cover the 18 month period from 1st July 2023 to 31st December 2024, while the comparative figures are for the 12 month period to 30th June 2023.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company River Ridge Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that 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 consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors have not disclosed geographical market information as they believe it would be seriously prejudicial to the interests of the company to do so.

The average monthly number of persons (including directors) employed by the group and company during the period was:

Their aggregate remuneration comprised:

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The Bank of Ireland holds the following security for banking facilities it provides to River Ridge Holdings Limited and its subsidiary companies:-

- a Group Debenture - made by River Ridge Recycling (Portadown) Ltd, River Ridge Recycling Limited, River Ridge Energy Ltd, Full Circle Power Limited, Pioneer Fuels Ltd, Coleraine Skip Hire & Recycling Limited, River Ridge Recycling (Belfast) Limited and River Ridge Holdings Limited - in favour of The Governor and Company of the Bank of Ireland as Security Trustee incorporating full fixed and floating security.

- an Unlimited Circular Guarantee and Indemnity - made by River Ridge Recycling (Portadown) Ltd, River Ridge Recycling Limited, River Ridge Energy Ltd, Full Circle Power Limited, Pioneer Fuels Ltd, Coleraine Skip Hire & Recycling Limited, River Ridge Recycling (Belfast) Limited and River Ridge Holdings Limited - in favour of The Governor and Company of the Bank of Ireland as Security Trustee.

- a mortgage / charge over shares in favour of The Governor and Company of the Bank of Ireland as Security Trustee over shares held in River Ridge Recycling (Portadown) Ltd, Coleraine Skip Hire & Recycling Limited, River Ridge Energy Ltd, River Ridge Recycling Limited, Full Circle Power Limited, Pioneer Fuels Ltd, Wastebeater (Belfast) Limited, River Ridge Recycling (Belfast) Limited and Riverridge (Mallusk) Limited.

- a Debenture made by River Ridge Recycling (Portadown) Ltd and Coleraine Skip Hire & Recycling Limited in favour of The Governor and Company of the Bank of Ireland as Security Trustee incorporating full fixed and floating security.

- a Legal Charge made by River Ridge Recycling (Portadown) Ltd in favour of The Governor and Company of the Bank of Ireland as Security Trustee over all lands and premises situated at 91 Moy Park, Portadown, Craigavon.

- a Mortgage Debenture made by Coleraine Skip Hire & Recycling Limited in favour of The Governor and Company of the Bank of Ireland as Security Trustee incorporating full fixed and floating security, including all lands and premises situated at Craigmore Road, Ringsend, County Londonderry.

- a Legal Charge made by Coleraine Skip Hire & Recycling Limited in favour of The Governor and Company of the Bank of Ireland as Security Trustee over all lands and premises situated at Electra Road, Maydown, and Units F4-F7 & Unit 9C New Buildings Industrial Estate, Londonderry.

- a Legal Charge made by Coleraine Skip Hire & Recycling Limited in favour of The Governor and Company of the Bank of Ireland as Security Trustee over all freehold land at Craigmore Road, Garvagh, Londonderry.

- an Indenture of Mortgage / Charge made by River Ridge Recycling (Belfast) Limited in favour of The Governor and Company of the Bank of Ireland as Security Trustee over all lands and premises situated at 94 Duncrue Street, Belfast, and 110-114 Duncrue Street, Belfast.

- a deposit of waste management licences, and pollution prevention and control licences, in respect of the River Ridge Recycling (Portadown) Ltd premises at 91 Moy Road, Portadown, the Coleraine Skip Hire & Recycling Limited premises at Craigmore Road, Ringsend, Londonderry, at Electra Road, Maydown, and at New Buildings Industrial Estate, Londonderry, and the River Ridge Recycling (Belfast) Limited premises at Duncrue Street, Belfast.

- an Assignment of Life Policy made by River Ridge Recycling Limited in favour of The Governor and Company of the Bank of Ireland as Security Trustee in relation to the life of Mr. Brett Ross and an Aviva Life Policy for the sum of £3 million.

The bank loan is repayable quarterly, with interest charged at 2.25% plus the compounded SONIA rate. The loan is due to be reconstituted with the Bank of Ireland by December 2025.

The other loan is due for repayment by the earlier of March 2033, or the date on which the Lender demands repayment with notice, the earliest point for which is May 2028. Interest is charged on the loan at 8%.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The company is liable for the costs of maintaining it's existing landfill cells, both up to the end of their economic lives (currently estimated to be 14 years after the balance sheet date), and a further period of 60 years beyond the closure of the landfill site. The estimated costs of these maintenance works form the basis of the Aftercare provision. Aftercare expenditure relates to items such as monitoring costs, and gas and leachate management, and may be influenced by uncertainties such as changes in legislation and technology, the accuracy of site surveys, and changes in the real discount rate. The provision is based on management's best estimate, along with the use of external consultants, of the future annual costs associated with these activities over the 60 year period, using amounts reviewed by, and agreed with, the Northern Ireland Environment Agency ("NIEA"). The figures used assume inflationary increases of 2%, and are discounted using a rate of 4%.

The Cell Capping provision reflects the future expected costs of applying the final capping layer to the company's existing and active landfill cells. The final capping layer is required following the end of a cell's useful economic life, and the build-up of the provision begins at completion of the cell's construction. Costs are estimated using the work of both external consultants and internal experts, and is subject to an annual review. While most of the capping costs making up this provision are expected to be incurred within the next few years (within 6 years) after consumption of the cell voids, an element of the cell capping costs is not expected to be incurred until 12 years after the date of these financial statements. For that element of the provision, a discount rate of 4% has been used.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The net deferred tax liability expected to reverse in 12 months is £350,257 (2023 - £408,494). This primarily relates to the reversal of tax timing differences on capital allowances.

The group is carrying an additional deferred tax liability of £1,061,621 (2023 - £1,061,621) in respect of the difference between the cost of certain assets for accounts purposes and that for tax purposes.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Ordinary shares rank pari passu in all respects and without prejudice to the generality of the foregoing; (a) each ordinary share shall carry the right to receive notice of and to attend, speak and vote at all general meetings of the company; (b) ordinary shareholders shall be entitled to participate in lawful dividends on a pari passu basis; (c) ordinary shareholders shall be entitled to participate in lawful distributions on a pari passu basis; and, (d) the ordinary shares are not redeemable.

A Ordinary shares have a right to attend and speak at any general meeting and a right to vote on any written resolution on a one vote per equity share basis.

B Ordinary shares have a right to attend and speak at any general meetings held by the company and a right to vote on any resolutions of the company on a one vote per equity share basis.

The Z Ordinary share does not have the right to receive notice of, attend, vote or speak at any general meeting of the company and shall not be entitled to vote on any written resolution of the company. The Z Ordinary share is not redeemable. The Z Ordinary share shall have the right to the Z Ordinary share entitlement as defined in the Articles of Association.

At the balance sheet date the group had contingent liabilities totalling £5,507,469 in respect of various Department of Agriculture, Environment & Rural Affairs ("DAERA"), Northern Ireland Environment Agency ("NIEA") and Full Circle Generation Limited bonds.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 17 January 2025 there was a significant fire at the Craigmore Road site - operations have since been restored. It is not possible at this time to quantify the financial cost of the fire to the group.

The remuneration of key management personnel is as follows.

During the period, the group entered into the following transactions with related parties:

- Loan note interest of £Nil (2023 - £9,027) was paid to a director and shareholder of the group. A further £Nil (2023 - £525,486) of loan note interest was paid to another shareholder of the company.

- The group incurred costs totalling £3,146,621 (2023 - £2,040,309) from a company sharing common ownership and directors. At the period end the group owed this company £1,277,469 (2023 - £1,421,239) relating to these costs. During the same period the group billed management charges totalling £1,832,747 (2023 - £1,102,110) to this same company. At the period end the group was owed £541,087 (2023 - £141,189) from the company for these charges. At the period end the group was also owed a further balance of £320,738 (2023 - £375,676) from this company.

- The company has taken advantage of the exemption contained in FRS 102 Related Party Disclosures allowing it to not disclose details of related party transactions with members of the group.

The ultimate parent company is Vision JVCo Limited, a company incorporated in Guernsey.