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Company Registration Number: 13088950

Ambipar Holdings (UK) Ltd

Annual Report and Financial Statements

for the financial year ended 31 December 2024

Ambipar Holdings (UK) Ltd

DIRECTORS AND OTHER INFORMATION

Directors | Guilherme Patini Borlenghi
| Tharsis Andre Guido
| Thiago Da Costa Silva
Company Secretary | Aidan Logan (Appointed 23 May 2025)
| GRAVITAS COMPANY SECRETARIAL SERVICES LIMITED (Resigned 29 December 2024)
Company Registration Number | 13088950
Registered Office and Business Address | Office 681 - 684, 4th Floor
| Salisbury House
| 29 Finsbury Circus
| London
| EC2M 5QQ
| United Kingdom
Independent Auditors | GBW Audit & Accountancy ULC
| Chartered Certified Accountants and Statutory Auditors
| 23 Parnell Place
| Cork
| T12 T853
| Ireland
Bankers | HSBC
| 69 Pall Mall
| St. James
| London
| SW1Y 5EY
| United Kingdom

Ambipar Holdings (UK) Ltd

DIRECTORS' REPORT

for the financial year ended 31 December 2024

The directors present their report and the audited financial statements for the financial year ended 31 December 2024.

Principal Activity

Ambipar Holdings (UK) Ltd is the holding company for the UK Ambipar Group.

Results and Dividends

The profit for the financial year amounted to £2,259,564 (2023 - £547,255).

Directors

The directors who served during the financial year are as follows:

Guilherme Patini Borlenghi

Tharsis Andre Guido

Thiago Da Costa Silva

There were no changes in shareholdings between 31 December 2024 and the date of signing the financial statements.

Political Contributions

The company did not make any disclosable political donations in the current financial year.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' 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) including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities). 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ▪select suitable accounting policies and apply them consistently; ▪make judgements and accounting estimates that are reasonable and prudent; ▪prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of Information to Auditor Each persons who are directors at the date of approval of this report confirms that: In so far as the directors are aware: ▪there is no relevant audit information (information needed by the company's auditor in connection with preparing the auditor's report) of which the company's auditor is unaware, and ▪the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Auditors

The auditors, GBW Audit & Accountancy ULC, (Chartered Certified Accountants) have indicated their willingness to continue in office in accordance with the provisions of Section 487 of the Companies Act 2006.

Special provisions relating to small companies

The above report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

On behalf of the board

Thiago Da Costa Silva | Tharsis Andre Guido
Director | Director
23 February 2026 | 23 February 2026

INDEPENDENT AUDITOR'S REPORT

to the Shareholders of Ambipar Holdings (UK) Ltd

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Ambipar Holdings (UK) Ltd ('the company') for the financial year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes to the financial statements, including significant accounting policies set out in note . The financial reporting framework that has been applied in their preparation is applicable Law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities).

In our opinion the financial statements: ▪give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the financial year 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 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 company's ability to continue as a going concern for a period of at least twelve months from the date 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
▪ | the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors' Report.

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; or
▪ | the 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; or
▪ | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report.

Responsibilities of directors for the financial statements

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 they 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement due to Fraud and test accordingly; - Assessing whether the accounting policies, treatments and presentation adopted in the financial statements is in accordance with applicable law and Accounting Standards issued by the Financial Reporting Council, including Financial Reporting Standard 102 Section 1A, the Financial Reporting Standard applicable in the UK and Republic of Ireland (Generally Accepted Accounting Practice in Ireland); - In addressing the risk of fraud through management override of controls, we reviewed all journals entries and other adjustments made, assessing whether the judgments made in making these entries are indicative of a potential bias; and - Vouching material transactions and balances to appropriate documentary evidence to verify the completeness, occurrence and accuracy of the reported financial statements.

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 Auditor's Report.

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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Alan Lotty FCA (Senior Statutory Auditor)

for and on behalf of

GBW AUDIT & ACCOUNTANCY ULC

Chartered Certified Accountants and Statutory Auditors

23 Parnell Place

Cork

T12 T853

Ireland

23 February 2026

Ambipar Holdings (UK) Ltd

PROFIT AND LOSS ACCOUNT

for the financial year ended 31 December 2024

|  | 2024 |  | 2023
| Notes | £ |  | £

Other operating income |  | (423,909) |  | (189,673)
Other operating expenses |  | (407,647) |  | (446,638)
|  | ───────── |  | ─────────
Operating loss |  | (831,556) |  | (636,311)
Other gains and losses | 3 | 3,091,120 |  | 1,183,566
|  | ───────── |  | ─────────
Profit before taxation |  | 2,259,564 |  | 547,255
Tax on profit |  | - |  | -
|  | ───────── |  | ─────────
Profit for the financial year |  | 2,259,564 |  | 547,255
|  | ───────── |  | ─────────
Total comprehensive income |  | 2,259,564 |  | 547,255
|  | ═════════ |  | ═════════

Ambipar Holdings (UK) Ltd

Company Registration Number: 13088950

BALANCE SHEET

as at 31 December 2024

|  |  | 2024 |  | 2023
|  | Notes | £ |  | £
Fixed Assets

Intangible assets |  | 5 | 6,306,568 |  | 6,306,568
Investments |  | 6 | 22,448,305 |  | 19,357,185
|  |  | ───────── |  | ─────────
Fixed Assets |  |  | 28,754,873 |  | 25,663,753
|  |  | ───────── |  | ─────────
Current Assets

Debtors |  | 7 | 2,609,947 |  | 2,848,727
Cash and cash equivalents |  |  | 4,432 |  | 57,953
|  |  | ───────── |  | ─────────
|  |  | 2,614,379 |  | 2,906,680
|  |  | ───────── |  | ─────────
Creditors: amounts falling due within one year |  | 8 | (992,255) |  | (453,000)
|  |  | ───────── |  | ─────────
Net Current Assets |  |  | 1,622,124 |  | 2,453,680
|  |  | ───────── |  | ─────────
Total Assets less Current Liabilities |  |  | 30,376,997 |  | 28,117,433
Creditors:

amounts falling due after more than one year |  | 9 | (2,506,500) |  | (2,506,500)
|  |  | ───────── |  | ─────────
Net Assets |  |  | 27,870,497 |  | 25,610,933
|  |  | ═════════ |  | ═════════
Capital and Reserves

Called up share capital |  |  | 1,000 |  | 1,000
Other reserves |  |  | 14,498,609 |  | 14,498,609
Retained earnings |  |  | 13,370,888 |  | 11,111,324
|  |  | ───────── |  | ─────────
Equity attributable to owners of the company |  |  | 27,870,497 |  | 25,610,933
|  |  | ═════════ |  | ═════════
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A (Small Entities).

Approved by the Board and authorised for issue on 23 February 2026 and signed on its behalf by

Thiago Da Costa Silva |  |  | Tharsis Andre Guido
Director |  |  | Director

Ambipar Holdings (UK) Ltd

STATEMENT OF CHANGES IN EQUITY

as at 31 December 2024

| Called up | Retained | Capital | Total
| share | earnings | contribution |
| capital |  | reserve |
| £ | £ | £ | £
At 1 January 2023 | 1,000 | 9,101,173 | 13,568,609 | 22,670,782
| ───────── | ───────── | ───────── | ─────────
Profit for the financial year | - | 547,255 | - | 547,255
| ───────── | ───────── | ───────── | ─────────
Capital contribution received | - | - | 930,000 | 930,000
Other movements in equity

attributable to owners | - | 1,462,896 | - | 1,462,896
| ───────── | ───────── | ───────── | ─────────
At 31 December 2023 | 1,000 | 11,111,324 | 14,498,609 | 25,610,933
| ───────── | ───────── | ───────── | ─────────
Profit for the financial year | - | 2,259,564 | - | 2,259,564
| ───────── | ───────── | ───────── | ─────────
At 31 December 2024 | 1,000 | 13,370,888 | 14,498,609 | 27,870,497
| ═════════ | ═════════ | ═════════ | ═════════

Ambipar Holdings (UK) Ltd

NOTES TO THE FINANCIAL STATEMENTS

for the financial year ended 31 December 2024

1. | General Information
| Ambipar Holdings (UK) Ltd is a company limited by shares incorporated and registered in the United Kingdom. The registered number of the company is 13088950. The registered office of the company is Office 681 - 684, 4th Floor, Salisbury House, 29 Finsbury Circus, London, EC2M 5QQ, United Kingdom which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. The financial statements have been presented in Pound (£) which is also the functional currency of the company.

2. | Summary of Significant Accounting Policies
| The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.
| Statement of compliance
| The financial statements of the company for the financial year ended 31 December 2024 have been prepared in accordance with the provisions of FRS 102 Section 1A (Small Entities) and the Companies Act 2006.
| Basis of preparation
| The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
| Consolidated Group Accounts
| The company has availed of the exemption in Section 401 of the Companies Act 2006 from the obligation to prepare and deliver group accounts. The parent of the largest group in which the results are consolidated is Ambipar Participações e Empreendimentos S.A.. Ambipar Participações e Empreendimentos S.A. is registered in Brazil.
| Goodwill
| Purchased goodwill arising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the identifiable net assets including other intangible fixed assets when they were acquired. Purchased goodwill is capitalised in the Balance Sheet On disposal of a business any goodwill not yet amortised is included in determining the profit or loss on sale of the business.
| Investments
| Investments held as fixed assets are stated at fair value. Income from other investments together with any related tax credit is recognised in the Profit and Loss Account in the financial year in which it is receivable.
| Trade and other debtors
| Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.
| Trade and other creditors
| Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.
| Taxation and deferred taxation
| Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Balance Sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements. Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
| Foreign currencies
| Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Balance Sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rates of exchange ruling at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The resulting exchange differences are dealt with in the Profit and Loss Account.
| Ordinary share capital
| The ordinary share capital of the company is presented as equity.

3. | Other Gains and Losses | 2024 | 2023
|  | £ | £
| Fair value gains and losses are as follows:
| Investments in shares | 3,091,120 | 1,183,566
|  | ═════════ | ═════════

4. | Employees
| The average monthly number of employees, including directors, during the financial year was 0, (2023 - 0).

5. | Intangible assets
|  | Goodwill | Total
|  | £ | £
| Cost
| At 1 January 2024 | 6,306,568 | 6,306,568
|  | ───────── | ─────────
| At 31 December 2024 | 6,306,568 | 6,306,568
|  | ───────── | ─────────
| Net book value
| At 31 December 2024 | 6,306,568 | 6,306,568
|  | ═════════ | ═════════
| At 31 December 2023 | 6,306,568 | 6,306,568
|  | ═════════ | ═════════

6. | Investments
|  | Other | Total
|  | investments |
| Investments | £ | £
| Cost or Valuation
| At 1 January 2024 | 19,357,185 | 19,357,185
| Revaluations | 3,091,120 | 3,091,120
|  | ───────── | ─────────
| At 31 December 2024 | 22,448,305 | 22,448,305
|  | ───────── | ─────────
| Net book value
| At 31 December 2024 | 22,448,305 | 22,448,305
|  | ═════════ | ═════════
| At 31 December 2023 | 19,357,185 | 19,357,185
|  | ═════════ | ═════════

7. | Debtors | 2024 | 2023
|  | £ | £
| Amounts owed by group undertakings | 2,445,789 | 2,684,569
| Other debtors | 164,158 | 164,158
|  | ───────── | ─────────
|  | 2,609,947 | 2,848,727
|  | ═════════ | ═════════

8. | Creditors | 2024 | 2023
| Amounts falling due within one year | £ | £
| Amounts owed to group undertakings | 992,255 | 453,000
|  | ═════════ | ═════════

9. | Creditors | 2024 | 2023
| Amounts falling due after more than one year | £ | £
| Amounts owed to group undertakings | 2,506,500 | 2,506,500
|  | ═════════ | ═════════

10. | Capital commitments
| The company had no material capital commitments at the financial year-ended 31 December 2024.

11. | Related party transactions
| The company has availed of the exemption under FRS 102 Section 1A in relation to the disclosure of transactions with group undertakings.

12. | Parent and ultimate parent company
| The company regards Emergência Participações S.A. as its parent company.
| The companys ultimate parent undertaking is Ambipar Participações e Empreendimentos S.A..
| The address of Ambipar Participações e Empreendimentos S.A. is Avenida Pacaembu nÂ? 1.088, CEP 01234-000 São Paulo Brazil.
| The parent of the largest group in which the results are consolidated is Ambipar Participações e Empreendimentos S.A..
| Ambipar Participações e Empreendimentos S.A. is registered in Brazil.

13. | Post-Balance Sheet Events
| There have been no significant events affecting the company since the financial year-end.

Ambipar Holdings (UK) Ltd

SUPPLEMENTARY INFORMATION RELATING TO THE FINANCIAL STATEMENTS

TRADING STATEMENT

for the financial year ended 31 December 2024

| 2024 |  | 2023
| £ |  | £

Administrative expenses

Selling,general & administrative costs | 352,939 |  | 342,267
Financial expenses | 208 |  | 104,371
Charitable donations | 54,500 |  | -
| ───────── |  | ─────────
| 407,647 |  | 446,638
| ───────── |  | ─────────
Miscellaneous income

Other income, net expenses | (423,909) |  | (189,673)
Other gains and losses | 3,091,120 |  | 1,183,566
| ───────── |  | ─────────
| 2,667,211 |  | 993,893
| ───────── |  | ─────────
Net profit | 2,259,564 |  | 547,255
| ═════════ |  | ═════════