ANNUAL REPORT
2025
Envipco Annual Report 2025 1
Envipco Annual Report 2025 2
Table of Contents
2025 at a Glance 3
About Envipco 4
Report of the Board of Directors 9
Strategic Report of the Board of Directors
Chairman’s Statement 12
Financials and Operational Developments 15
Sustainability and EU Taxonomy 21
Governance Report of the Board of Directors
Board of Directors 35
Executive Management Team 37
Board Operations & Governance 41
Corporate Governance Code 44
Risks & Uncertainties 53
Remuneration Report 66
Board’s Responsibility Statement 69
Financial Statements
Consolidated Financial Statements 74
Company Only Financial Statements 132
Other Information 146
Envipco Annual Report 2025 3
Installed base
13k RVMs
and growing in European markets
Successful private placement
EUR 54 million
to execute market opportunities
2025 revenue
EUR 90.3 million
YoY decline of 21%
Active presence in
17 markets
rapid expansion in Europe leveraging
strong North American foundation
Organizational capacity
531 employees
well-positioned to drive growth
2025 at a Glance
Envipco Annual Report 2025 4
About Envipco
Envipco (the Company) is a leading recycling technology company, with more than four decades of
experience delivering reverse vending machines (RVMs) and systems to leading customers operating
deposit return schemes (DRS) across the world. The Company holds a broad technology portfolio
addressing customer needs across all segments.
The Company is innovative, has an agile partnership approach, broad operating experience, and is a
practical enabler of DRS implementation and operation. Known and recognized for excellence in the
market, Envipco offers compelling competitive products and solutions in our chosen markets.
Cost-efficient automation securing clean material streams
Clean material streams
for recycled content
Reporting requirements
& clearing
Automation
& Compaction
Fraud detection
Envipco Annual Report 2025 5
Envipco growth platform
M&A
Expand markets and
segments
Brownfield growth
Existing DRS markets
Greenfield growth
New DRS markets
Existing Business
Develop current markets
Envipco Annual Report 2025 6
Vision
VISION
Creating a cleaner world for
future generations.
Mission
MISSION
Make recycling easier for
everyone.
Emerging as the forward-thinking leader, we
continuously invest in developing and offering innovative
technology solutions for drinks packaging recycling. We
have a clear strategy for accelerating growth and are
committed to deliver excellent products and services to
our customers, tangible results to our investors, and a
great place to work for our employees.
Envipco Annual Report 2025 7
We always appreciate accountability,
honesty, and integrity
We are enthusiastic, determined, and
self-motivated in everything we do
We think differently and strive for innovative
solutions and continuous improvement
We are focused, highly motivated,
and empowered to succeed
We respect and value our people’s opinions,
encourage development and reward their
achievements
Our values
At Envipco, our values define who we are and guide our actions. We are committed to sustainable
environmental solutions, driven by a passion for innovation and excellence. We prioritize delivering
exceptional performance and fostering trust and respect in all our relationships.
Our growth ambition and drive for improvement are a testament to our unwavering commitment to our
core values of trust, passion, excellence, performance, and commitment, which continue to drive our
success and inspire our team to achieve outstanding results.
Envipco Annual Report 2025 8
Key figures
in € millions
2025
2024
2023
2022
2021
Revenues
90.3
114.0
87.6
56.4
38.4
- Europe
56.0
79.7
55.5
18.1
7.2
- North America
34.3
34.3
32.1
38.2
31.2
Gross profit
30.2
42.3
30.3
18.5
13.4
Gross profit %
33.4%
37.1%
34.6%
32.7%
34.9%
Operating expenses
41.8
38.7
28.5
23.1
14.7
Operating profit (EBIT)
(7.6)
2
3.7
3
2.3
3
(2.7)
4
2.3
4
Net profit/(loss) after taxes after minority
(10.7)
2
(3.0)
3
0.6
3
(4.2)
4
0.6
4
EBITDA
1
1.1
2
11.9
3
8.3
3
2.3
4
5.9
4
EBITDA %
1.3%
10.4%
9.5%
4.1%
15.4%
Earnings/(loss) per share in €
(0.18)
(0.05)
0.01
(0.09)
0.01
Total assets
160.0
135.9
98.4
78.9
51.7
Equity
103.5
65.2
42.0
27.9
30.5
Net debt
5
(41.1)
(3.8)
4.2
(1.6)
4.0
1) EBITDA, not being a defined performance measure in IFRS, is defined in the Other Information section of this report.
2) Operating profit for 2025 includes a gain of €4.0 million in other income-expenses from revaluation of contingent consideration,
which is measured at fair value through profit and loss.
3) Including in EBITDA, other income 2024 of €0.3 million from cancellation and resale of UK inventory (2023: €0.5 million).
4) Including in EBITDA, other income 2022 of €1.9 million (Paycheck Protection Program forgiveness) and 2021 of €3.6 million
(Deutsche Pfandsystem settlement, Paycheck Protection Program forgiveness and fire damage settlement).
5) Net debt, not being a defined performance measure in IFRS, is defined in the Other Information section of this report.
Envipco Annual Report 2025 9
Report of the Board of Directors
Strategic Report of the Board of Directors 11
Governance Report of the Board of Directors 34
Envipco Annual Report 2025 10
Report of the Board of Directors
The Company’s Board of Directors hereby presents its Director’s Report for the financial year ended on 31
December 2025. Envipco Holding N.V. is a public limited liability company incorporated in accordance
with the laws of the Netherlands, with its statutory seat in the Netherlands. Envipco Holding N.V. is the
ultimate parent company of Envipco and is listed on Euronext Amsterdam and Euronext Growth Oslo.
Envipco Holding N.V. and its subsidiaries listed under Note 3 together form the Company. This report refers
to the best practice provision 5.1.5 of the Corporate Governance Code (DCGC).
Envipco Annual Report 2025 11
S
Strategic Report of the Board of
Directors
Chairman’s Statement 12
Financial & Operational Developments 15
Sustainability & EU Taxonomy 21
Envipco Annual Report 2025 12
Chairman’s Statement
I am pleased to present Envipco’s 2025 Annual Report and business update.
Envipco enters 2026 positioned for the next phase of growth following a
transitional year in 2025, during which the Company continued to execute its
long-term strategy while investing in the organizational, operational and
governance foundations required to support upcoming DRS deployments
across Europe and continued installed base activity in North America and
Europe.
2025 performance and financial position
After several years of strong growth, revenues declined by 21% in 2025. The
Company’s US business remained stable and Envipco continued to
strengthen its position in established European DRS markets. However, these
markets are maturing, and delays in the rollout of new DRS programs have
not yet provided the expected offset for this effect during the year.
Lower utilization across factories and the service organization, together with
the timing of major national DRS go-lives, resulted in a gross margin of
33.4%. Operating expenses increased by 8%, reflecting continued
investment in personnel, technology and market readiness, and EBITDA
amounted to €1.1 million.
Management maintained a strong focus on working capital discipline and
balance sheet resilience. Following the completion of the new financing
structure with ABN AMRO Bank in August 2025 and the successful private
placement in September 2025, which generated €54 million in gross
proceeds, Envipco ended the year with a strong financial position,
continued access to liquidity, and appropriate capital headroom.
Organization, operations and technology
At year end, Envipco employed 531 people globally. During 2025, the
Company expanded its global supply chain and operations, strengthened
local teams in Poland and Portugal in preparation for imminent DRS
deployments, and invested early in future markets, including Spain, the UK
and France. Envipco also continued the rollout of its enterprise resource
planning (ERP) system and further strengthened the global finance
organization, internal controls and governance frameworks.
Envipco’s industry-leading RVM technology continues to demonstrate
strong competitiveness, cost efficiency and reliability across markets.
During the year, several new products were successfully developed and
launched, including Compact, Magna and Quantum S, which are expected
to become important growth drivers, particularly in new DRS markets. In
parallel, engineering teams delivered further cost optimizations and
introduced new features across the product portfolio that reinforce
modularity and scalability.
Envipco Annual Report 2025 13
Recognizing the importance of talent and capability development,
Envipco launched its internal training and education platform, Envipco
Academy, and continued to invest in employee development. These
initiatives support the Company’s ambition to be an attractive employer
and to build the skills and leadership capacity required for sustained
growth.
Regulatory momentum and market outlook
The long-term market outlook remains underpinned by accelerating
regulatory momentum. The EU Packaging and Packaging Waste
Regulation (PPWR), which applies from 12 August 2026, mandates higher
collection and circularity targets by the end of the decade, including a
90% separate collection target for single-use plastic beverage bottles by
2029.
During 2025, several key European markets reached important milestones:
• Poland launched its national DRS on 1 October 2025, with focus in
2026 shifting to operational ramp-up, retailer onboarding and further
expansion of RVM installations and service activities.
• Portugal’s DRS went live in April 2026, following extensive preparatory
activities and increasing retailer engagement during 2025.
• Greece confirmed implementation of a national DRS with a planned
start during 2026, with scheme design and operational preparations
advancing during the year.
• In the UK, regulatory developments during 2025 confirmed a
coordinated, UK-wide DRS launch on 1 October 2027, providing
improved long-term planning visibility.
Together with ongoing demand for modernization in existing DRS markets
in Europe and North America, these developments increase visibility over
upcoming installation programs and service activity. In early-stage
markets, revenue is expected to be weighted towards RVM sales during
rollout and warranty periods, with a gradual shift towards recurring service
revenues as the Company’s installed base matures. The timing and
phasing of deployments remains dependent on national implementation
decisions, retailer procurement schedules, and manufacturing
throughput, which may cause quarter-to-quarter variability.
Strategy, investment and execution priorities
Envipco’s strategic priorities remain unchanged: to execute reliably on
upcoming national launches, scale production and field service capacity
efficiently, and continue strengthening technology, processes and
governance to enable disciplined and sustainable growth.
Planned investments for 2026 include market development ahead of DRS
go-lives, further enhancements to product and software platforms,
Envipco Annual Report 2025 14
and selective capacity expansion to support a growing installed base.
These investments are phased, closely aligned with firm customer
commitments, and linked to regulatory timelines. To deliver the
contracted and anticipated pipeline, Envipco expects a moderate
increase in headcount across production, field service, technology and
governance functions, with particular emphasis on compliance,
sustainability, IT and risk management, including further maturity of
CSRD-related frameworks.
Since initiating its expansion strategy in 2021, the Company has targeted
achieving greater than 30% market share in new greenfield markets,
improving gross margins towards approximately 40%, and benefitting
from step-up revenue as DRS deployments expand. Envipco is delivering
on its market share ambitions, is approaching its margin targets, and
expects upcoming market launches to further underpin long-term growth
in a multi-billion-euro addressable market.
Governance, capital markets and leadership transition
During 2025, Envipco continued to strengthen its presence in the financial
markets, including increased share liquidity, the Company’s first Capital
Markets Update, and participation in multiple investor conferences and
roadshows.
The Board extends its gratitude to Simon Bolton, who stepped down as
Chief Executive Officer as of 30 April 2026, for his contribution over a period
of significant transformation, during which Envipco evolved from a largely
US-centric business into a stronger European-focused organization. The
Board would also like to welcome Ms. José Matthijsse as our new Chief
Executive Officer who joined the Company on 18 May 2026. The Board
thanks all Envipco employees, alongside customers, partners, suppliers
and shareholders, for their continued commitment and support.
The Board remains fully committed to supporting management in
strengthening Envipco sustainably, advancing organizational capabilities,
and further maturing governance, compliance, IT infrastructure and
CSRD-related processes. Events after the balance sheet date assessed to
date have not materially changed management’s outlook for 2026.
Envipco enters the coming years with confidence in its strategy,
technology, people and positioning, and with a clear focus on execution
as global DRS adoption accelerates.
Gregory Garvey
Chairman of the Board
Envipco Annual Report 2025 15
Financials and Operational Developments
Financials
in € millions
2025
2024
Continuing Operations
Revenues
90.3
114.0
Gross Profit
30.2
42.3
Gross profit %
33.4%
37.1%
Operating profit/(loss)
(7.6)
1
3.7
1
Total profit / (loss) attributable to owners of the parent
(10.7)
1
(3.0)
1
EBITDA ²
1.1
1
11.9
1
Earnings/(loss) per share in €
(0.18)
(0.05)
Equity
Shareholders’ equity
103.5
65.2
Liquidity ratio
3
2.5x
1.8x
Assets
Total Assets
160.0
135.9
1) Total profit/(loss) for 2025 includes €3.8 million, of which €4.0 million in income-expenses, from revaluation of the Sensibin
contingent consideration (2024: €0.3 million), with 2024 attributable to €0.3 million from cancellation and resale of UK inventory.
2) EBITDA, not being a defined performance measure in IFRS, is defined in the Other Information section of this report.
3) Calculated by dividing current assets by current liabilities.
Results
Revenues
Company revenues were €90.3 million in 2025, representing a 21% revenue decline from €114.0 million in
2024. European revenues decreased 30% to €56.0 million, comprising 62% of Company revenues,
compared to 70% in 2024. North American revenues remained stable at €34.3 million.
The 2025 revenue decline was mainly related to lower RVM sales, which declined 30% to €54.0 million
from €77.5 million in 2024. European RVM sales were down 34% from €74.1 million to €49.0 million due to
timing of key markets such as Greece, Poland and Portugal driving lower than anticipated sales. Romania
was the Company’s largest European market followed by Hungary in 2025, and the Company generated
new revenues from the Netherlands, France, Poland and Portugal. The year-over-year decrease in the
European market was partly offset by North American RVM sales that increased 47% from €3.4 million in
2024 to €5.0 million in 2025, mostly driven by the introduction of the Quantum bulk machine generating
positive momentum.
Revenues from program services were €36.4 million in 2025, remaining fairly in line with €36.5 million in
2024. In North America, program services revenues decreased 5% to €29.3 million mainly due to decrease
in commodity prices, especially for plastics, with collection volumes staying stable compared to 2024.
Envipco Annual Report 2025 16
European program services continued to make up a smaller share of the region’s revenues but grew 27%
to €7.1 million in 2025, mainly driven by service and maintenance contracts taking effect for the
Company’s installed base in Romania and Hungary with new RVMs being installed in the Netherlands,
France, Poland and Portugal. The Company generates limited service revenues during DRS startup and
warranty periods.
Profit & Costs
Gross profit decreased 29% to €30.2 million in 2025 with gross profit margins decreasing to 33.4% from
37.1% in 2024. The decrease in gross profit margins is mainly caused by the lower capacity utilization at
the factories from lower-than-planned demand execution resulting from market timing, combined with
up-front investments in our service organizations in new markets in anticipation of installation and
maintenance services.
Operating expenses excluding other income and expenses were €41.8 million in 2025, an increase of €3.1
million, or 8%, from €38.7 million in 2024. The increase is predominantly driven by critical investments to
support business growth covering commercial, services and production, strengthening the organization
for increasing demands and regulations through enhanced IT systems, key headcount and process
improvements, as well as market development costs related to new market opportunities. Headcount
increased by 76 during 2025 from 455 at year-end 2024 to 531 at year-end 2025.
Operating profit in 2025 was -€7.6 million compared to €3.7 million in 2024, with operating margin rate
decreasing from 3.2% in 2024 to -8.4% in 2025. The drop in profit is mainly driven by the unfavorable fall
through effect from the decrease in year-over-year RVM revenues, combined with key investments in
growth markets and strengthening the organization to scale for the new growth opportunities. Financial
items were a net expense of -€2.4 million in 2025 (2024: -€3.0 million), mostly driven by net interest
expense of -€2.6 million (2024: -€1.8 million), which was partly offset by net foreign exchange gains of
€0.2 million (2024: -€1.2 million).
EBITDA in 2025 was €1.1 million, down 90% from €11.9 million in 2024. EBITDA margins decreased from 10.4%
in 2024 to 1.3% in 2025.
Results before tax in 2025 were -€10.0 million, with net results of -€10.7 million. The Company is in a
taxable position in selected markets in 2025 and is in the process of reshaping its internal processes and
flows to further improve its tax positions. In 2024, reported results before tax were €0.7 million with net
results at -€3.0 million.
Cash flow
Cash outflow used in operating activities totaled €5.3 million in 2025 compared to €4.1 million in 2024. The
adverse result in 2025 was the result of a € 1.1 million positive EBITDA offset by -€4.5 million net impact
from working capital movements. The unfavorable change in working capital is mainly driven by the
reduction in accruals compared to 2024 related to the Sensibin liability and lower trade payables partly
offset by collections and advance payments from customers.
Net interest related to external borrowing amounted to €2.5 million in 2025 versus €1.1 million in 2024. The
increase is driven by capital movements and €0.2 million accrued contingent consideration. Corporate
income taxes paid amounted to €0.9 million in 2025 compared to €1.4 million in 2024.
Cash outflow used in investing activities was €7.0 million in 2025 compared to €10.3 million in 2024.
Capitalized internal product development and IT investments for the Company’s global ERP rollout totaled
€2.3 million in 2025. This increased from €1.5 million in 2024, driven by additional product development
investments.
Envipco Annual Report 2025 17
The Company invested €1.5 million in acquired technology related to the Sensibin acquisition in 2024.
There were no acquisitions in 2025.
Investments in property, plant and equipment amounted to €4.7 million in 2025, compared with €7.3
million in 2024. The capital expenditure was primarily driven by €3.1 million leased equipment deployed at
customer locations (2024: €6.5 million) with the remaining investments in plant machinery, vehicles and
equipment.
Net cash flow from financing activities was €42.3 million in 2025. In 2024, net cash flow from financing
activities was €32.6 million. Net proceeds from the private share placement in September 2025 were
€51.6 million. In 2025 the Company had a net decrease in borrowings of €6.9 million compared to a net
increase of €9.8 million in 2024. The net reduction in 2025 is mostly due to closed credit lines in the US and
Romania partly offset by the new credit facility entered into with ABN AMRO NV. In addition, the Company
had a cash out related to capitalized lease liabilities of €2.4 million (2024: € 1.9 million).
The net cash improvement for 2025 was €30.1 million compared to a cash increase of €18.3 million in
2024.
Liquidity, capital structure and financing
At the end of 2025, Envipco had total assets of €160.0 million, up from €135.9 million at the end of 2024.
Non-current assets of €41.2 million in 2025 (2024: €42.0 million) mainly consisted of property, plant and
equipment and capitalized technology. Property, plant and equipment of €24.0 million in 2025 (2024:
€23.7 million) is mainly comprised of €11.8 million leased RVMs at customer locations, plus owned and
leased properties of €7.6 million. Intangible assets at the end of 2025 amounted to €14.1 million (2024:
€14.9 million), consisting of internal product development of €7.2 million, acquired technology of €4.8
million related to the Sensibin acquisition, and capitalized information technology investments related to
the global ERP rollout of €1.9 million.
Gross working capital decreased to €58.9 million at the end of 2025 (2024: €63.2 million) due to lower
activity levels. Trade receivables decreased to €26.7 million at the end of 2025 (2024: €34.3 million) driven
by decreased commercial activity. Inventories were €29.4 million at the end of 2025, a €0.5 million
increase compared to 2024 related to work-in-progress.
Total equity was €103.5 million at year-end 2025, corresponding to an equity ratio of 65%. This compares
to equity of €65.2 million and an equity ratio of 48% at year-end 2024.
Envipco had borrowings of €18.8 million at year-end 2025. The Company repaid its borrowings in
Romania and the US during 2025 and entered a new revolving credit facility in the Netherlands to secure
funding for future growth at a favorable interest rate. Combined with a cash position of €59.9 million, this
resulted in net debt, defined in the Other Information section of this report, of -€41.1 million at year-end
2025. At year-end 2024, total borrowings were €26.9 million. Combined with a cash position of €30.7
million, this resulted in a net debt of -€3.8 million.
Trade creditors were €15.1 million at year-end 2025, a slight reduction from €16.5 million in 2024. Accrued
expenses were €9.9 million at year-end 2025 compared to €11.1 million in 2024.
Liquidity position
At year-end, the Company maintained a strong liquidity position with EUR 59.9 million in cash and cash
equivalents at hand and access to a committed EUR 10 million revolving credit facility (“RCF”). The
Company’s available liquidity is primarily the result of the equity capital raise completed in August 2025,
which increased cash resources and supported the Company’s funding requirements and liquidity
planning for the forecast period. On this basis, liquidity risk is currently considered limited, and the
Envipco Annual Report 2025 18
Company has adequate financial headroom to absorb timing volatility in cash inflows associated with
market launches and ramp ups.
Further, management prepared EBITDA and cash flow forecasts covering the period to September 2027
and performed scenario analyses reflecting reasonably possible downside developments. These
forecasts are inherently subject to uncertainties, including assumptions regarding the timing and scale of
implementations of regulated DRS schemes such as Poland (live in October 2025), Portugal (live in April
2026), and the United Kingdom (expected to go live in October 2027), and other market opportunities.
These uncertainties are also relevant to forecast covenant calculations, as covenant compliance
depends on the expected timing and phasing of revenues, EBITDA generation and related cash flows. As a
result, there is a risk that, specifically for the financial year 2026, actual performance may differ from
forecast assumptions to such an extent that the applicable covenants are not met again, which would
constitute a breach of the financing arrangements for 2026.
Under all scenarios assessed, the Company is expected to have sufficient liquidity to meet its obligations
as they fall due given the cash available and access to the RCF.
Covenant compliance
At 31 December 2025, the Company was not in compliance with one of its three financial covenants,
being the Debt Service Coverage Ratio (DSCR), while remaining compliant with the other covenants. The
shortfall followed primarily reflects timing effects, with revenues deferred into 2026 while associated costs
were incurred ahead of market rollouts, resulting in a lower EBITDA outcome in 2025.
Following the breach, the Company engaged with its lenders and obtained formal waivers in April 2026,
after the balance sheet date but prior to the approval of the annual report. The waivers did not result in
any amendment to the covenant levels or any other material terms of the financing arrangements.
Envipco’s growth is driven by the rollout of DRS across Europe under PPWR, supporting increased demand
for its solutions. However, as implementation timing is outside the Company’s control, quarterly results are
inherently volatile, particularly during market launches. In assessing the Company’s ability to continue as
a going concern, management considered the covenant breach, the waivers obtained, the Company’s
liquidity position, available committed financing and its forecasts for EBITDA and cash flow development.
Envipco Annual Report 2025 19
These forecasts indicate an expected return to covenant compliance; however, they are inherently
subject to uncertainty, as they depend on future market developments and the timing of rollout activities.
Based on this assessment, management has concluded that the covenant breach does not give rise to a
material uncertainty that would cast significant doubt on the Company’s ability to continue as a going
concern. Further information is included in Note 1.
Operational developments
North America
North America delivered revenues of €34.3 million in 2025, in line with 2024. Machine sales amounted to
€5.0 million in 2025 (2024: €3.4 million), an increase of 47% mainly driven by the introduction of the
Quantum machine. Program services revenues were €29.3 million in 2025 (2024: €30.9 million), down 5%
due to lower commodity prices, especially for plastics.
Europe
European sales in 2025 were €56.0 million, a decrease of 30% compared to 2024, largely driven by market
timing in Portugal and Poland, with Greece postponing further installations awaiting the implementation
of a DRS system. As a result, machine sales amounted to €49.0 million in 2025 (2024: €74.1 million), a
decrease of 34%. Program service revenues in Europe increased 27% to €7.1 million in 2025, driven by a
larger installed base and related service and maintenance activity, predominantly driven by Romania
and Hungary installed RVMs.
Research and development
In 2025 we focused research and development (R&D) on optical recognition, sensor accuracy, and
modular platform architecture to improve reliability and throughput in high volume retail environments.
We also advanced remote diagnostics and firmware over-the-air capabilities to shorten service cycles
and reduce lifetime cost of ownership for customers. These programs underpin our ability to scale with
upcoming DRS rollouts and support margin expansion through a more efficient installed base.
Envipco Annual Report 2025 20
As part of these R&D efforts, the Company made limited use of artificial intelligence and advanced
analytics techniques, alongside rule-based processing, to support image recognition accuracy, system
diagnostics and machine performance monitoring, subject to established governance controls and
human oversight.
Non-financial performance indicators and linkage to financial performance
In accordance with Section 391(1) of Book 2 of the Dutch Civil Code and RJ 400.104, the Board considers
both financial and non-financial performance indicators that are relevant to understanding the
development, results and financial position of Envipco. Sustainability-related policies, risks and
performance indicators are presented in the Sustainability and EU Taxonomy section of this report and
form an integral part of the Company’s overall performance assessment.
Non-financial factors such as the expansion of DRS across Europe, regulatory developments, operational
scalability and workforce capabilities directly influence Envipco’s revenue growth, cost structure and
profitability, and are therefore considered alongside financial metrics in the analysis of performance and
results as set out above.
EBITDA is used by the Board as a key performance indicator to assess Envipco’s underlying operating
performance by excluding depreciation and amortization. The reconciliation from operating result to
EBITDA is included in the Other Information section of this annual report.
Envipco Annual Report 2025 21
Sustainability & EU Taxonomy
This section constitutes Envipco’s Non-Financial Statement in
accordance with the Dutch Decree on Disclosure of Non-Financial
Information. It summarizes our business model; the policies and due
diligence processes covering environment, social and human
resources, respect for human rights and anti-corruption and bribery;
the results of these policies; non-financial key performance indicators
(KPI); and the principal environmental, social, and governance (ESG)
risks and how we manage them.
ESG at Envipco in 2025
Plastic pollution is a persistent and unsightly problem for us and our
environment. It is seen every day in streets, rivers, beaches, and oceans.
Even though many people are more conscientious with their waste,
beverage containers are among the most common items found in
litter worldwide. When they are not collected properly, valuable
materials are lost, ecosystems are damaged, and plastics persist in the
environment for centuries. In the US, NAPCOR estimates plastic bottle
collection well below 30%, while in the EU Eurostat calculates plastic
packaging recycling to be slightly above 40%. This means most plastic
bottles are not effectively collected or recycled.
Envipco strives to change that reality. By making it easy, reliable, and
rewarding for people to return beverage containers, Envipco helps
prevent bottles and cans from becoming waste in the first place,
instead enabling their use as recycled material that can be used again
and again. Every container returned through an Envipco system is one
less item in landfill, one less piece of litter, and one more step toward a
truly circular economy; one in which Envipco supports the EU’s aims to
recycle 90% of plastic bottles by 2029.
In 2025, Envipco decided to volunteer its double materiality approach
to clearly explain its environmental impacts, risks, and opportunities.
This included planning disclosures on how Envipco’s technologies
reduce litter, support lower-carbon material cycles, and how we
manage our own footprint across manufacturing, sourcing, and
operations. Rather than treating sustainability as a compliance
exercise, Envipco approaches reporting as a means of transparency,
accountability, and honesty about both impact and ambition. By
sharing our double materiality assessment (DMA) and Climate Risk
Assessment in 2025, Envipco demonstrates that its commitment to the
environment is not driven by regulation alone, but by a belief that
businesses who benefit from the circular economy have a
responsibility to help build it.
Though our environmental commitment is not driven solely by
regulation, the content and manner of reporting is. Therefore, as of
Envipco Annual Report 2025 22
early 2026, Envipco awaits clarity and adoption of the CSRD which has
not yet been transposed into, nor implemented, under Dutch law.
Furthermore, before publishing any sustainability statement on a
voluntary basis Envipco awaits a Delegated Act of the Draft Simplified
2025 European Sustainability Reporting Standards (ESRS) as issued by
the European Financial Reporting Advisory Group to the European
Commission since the proposed changes represent a significant
change to the composition of sustainability statements.
Climate risk
Physical risk assessment
Envipco previously assessed physical climate risks using Climate
Analytics’ Climate Impact Explorer, applying scenarios from the
Intergovernmental Panel on Climate Change (IPCC) to model exposure
to climate-related hazards. The analysis considered peril-specific
hazards (e.g., flooding and one-in-100-year storm frequency) under the
Net Zero 2050 and Below Two Degrees Celsius scenarios. In 2025, this
assessment was updated to reflect the Company’s expanded
operations in Europe.
Physical risks are assessed through objective definition, exposure
identification, vulnerability calculation, and impact analysis, with results
informing potential adaptation actions. The assessment focuses on
Envipco’s critical operational sites in Naugatuck, Connecticut, US;
Osnabrück, Germany; Sebeș, Romania; and Koropi, Greece, which are
considered essential for business continuity. The hazards evaluated
include drought, heat stress, wildfire, precipitation, river flooding,
tropical cyclones, cold stress, sea level rise, and other chronic climate
risks.
To evaluate exposure, a two-step approach was applied. First, a
hotspot analysis using the Natural Hazards Assessment Network
(NATHAN) tool identified the potential future likelihood of climate risks
becoming material. Second, this analysis was supplemented with site-
specific insights gathered through stakeholder engagement, where
internal experts assessed the potential impacts and effectiveness of
existing controls under a hypothetical worst-case scenario. The results
enabled a quantitative assessment of each site’s exposure to climate-
related hazards, with risk scores subsequently aggregated at the
Company level.
From an acute risk perspective, the assessment indicates that Sebeș,
Romania, and Naugatuck, US, require particular attention, as these sites
show relatively higher risk levels across multiple time horizons, primarily
associated with cold stress. However, according to the NATHAN
analysis, the likelihood of this risk is expected to decrease over time.
From a chronic risk perspective, none of Envipco’s sites are expected to
Envipco Annual Report 2025 23
face material exposure to sea level rise, and exposure to long-term climate shifts (e.g., changes in
average temperatures) remains limited.
Envipco has implemented control measures across its facilities to manage identified climate risks. The
analysis indicates that all risks categorized as very high likelihood are addressed by mitigation measures
with at least medium effectiveness, demonstrating a structured approach to climate adaptation and
operational resilience. These results support Envipco’s conclusion that its facilities are adequately
prepared to manage foreseeable climate-related physical risks.
Transition risk & opportunity assessment
To support a smooth and gradual transition, Envipco monitors potential transition-related risks and
opportunities and their potential impact on operations. Conducting a transition risk and opportunity
assessment enables the Company to navigate a rapidly evolving regulatory and market environment
shaped by sustainability and circular economy requirements, while also identifying opportunities that
may strengthen Envipco’s strategic position.
Through this assessment, Envipco aims to maintain compliance with emerging regulations, adapt its
business strategy, minimize potential financial disruption, and respond to growing demand from
sustainability-focused customers and investors. Based on the results of the DMA, only one transition-
related opportunity was identified as material to Envipco: O2 – Increased product demand driven by
greater focus on collection and recycling systems.
Envipco’s only material risk or opportunity is the rapid expansion of DRS across the European Union, driven
by increasingly stringent packaging and recycling regulation. The EU’s Single-Use Plastics Directive and
the PPWR establish legally binding targets for beverage container collection, requiring Member States to
collect 77% of single-use plastic bottles by 2025 and 90% by 2029. To achieve these targets, EU legislation
requires countries to introduce DRS for plastic bottles and metal beverage containers up to three liters
unless equivalent collection rates can already be demonstrated.
These regulatory requirements represent a high-likelihood and high-magnitude transition opportunity for
Envipco over the next one to five years. Many EU Member States currently lack nationwide DRS
infrastructure or are in early phases of implementation. As governments move to comply with EU
collection targets, they must rapidly deploy large-scale container return infrastructure, including RVMs in
supermarkets, retail locations, transport hubs, and dedicated return centers. DRS are widely recognized as
the most effective mechanism to achieve high recycling rates and produce high-quality recycled
materials streams, which further accelerates adoption. For Envipco, whose core business model centers
on the development and deployment of RVM technology, these regulatory developments are expected to
drive significant growth.
CSRD
Building off our 2024 commitments to prepare for transparent sustainability reporting, Envipco presents
the results of its DMA.
Double materiality assessment
To better understand where sustainability truly matters most for Envipco, we carried out our first DMA in
line with the CSRD and the July 2023 ESRS. This process helped us define the scope of our sustainability
reporting and, more importantly, reflect on how our business both affects, and is affected by, the world
around us. Because materiality is not something we can define in isolation, the DMA was designed as a
multi-stakeholder process, drawing on insights from across our value chain.
Envipco Annual Report 2025 24
The DMA looks at sustainability from two perspectives: how societal and environmental developments
influence Envipco’s financial performance, and how Envipco’s activities impact society and the
environment. Through this lens, we identified the ESG topics that matter most, those that are most
relevant to our business and most important to the stakeholders we work with, such as resource use and
the circular economy. Our assessment was evidence-based and informed by a wide range of sources,
including input from suppliers, customers, industry peers, and publicly available data spanning 25
countries. We began with a broad list of potential sustainability topics, which we refined through internal
interviews with subject-matter experts.
This resulted in a focused shortlist of 21 key topics, mapped across Envipco’s value chain and clustered to
avoid overlap. For each topic, we assessed related impacts, risks, and opportunities, considering both
positive and negative effects, most of which were identified as actual rather than potential. These
assessments were based on the scale and scope of impacts, dependencies on natural, human, and
social resources, and the likelihood and potential financial significance of risks and opportunities. The final
outcomes were reviewed and validated by Envipco’s business leaders and experts, with external
specialists involved to ensure robustness and objectivity.
We determined the financial and impact materiality of the nine topics (clustered from 21) with the DMA
Project Team, a collection of internal experts from all business areas and sustainability and enterprise risk
management.
Results
Following the DMA, five ESRS topical standards; Pollution (E2), Water and Marine Resources (E3),
Biodiversity and Ecosystems (E4), Workers in the Value Chain (S2), and Affected Communities (S3) were
assessed as immaterial to Envipco’s business model and strategy under the European Sustainability
Reporting Standards. In addition, the sub-topic Waste within ESRS E5 Resource Use and Circular Economy
was determined to be not material, as Envipco’s operations do not generate or process waste in volumes
that would materially affect the Company’s business model or strategy. Furthermore, Envipco did not
conduct separate consultations with affected communities, as existing stakeholder engagement
processes were considered sufficient. The DMA results were calibrated through internal review sessions
and approved by the Board of Directors, the executive management team, and the DMA project team.
During review, the financial materiality of several social topics increased compared with the initial
assessment. Own Workforce (S1) showed the largest increase, followed by Consumers and End-Users (S4).
Among environmental topics, Climate Change (E1) and Resource Use and Circular Economy (E5) were
assessed as having the highest financial materiality. Envipco has not identified any actual material
sustainability-related risks or opportunities expected to have a financial effect on the Company’s
financial position, cash flows, or the carrying value of assets and liabilities within the next annual reporting
period. The identified material topics are monitored regularly as part of Envipco’s sustainability
governance and risk management processes.
Climate Change and Energy (ESRS E1)
Pollution (ESRS E2)
Resource Use and Hazardous Substances (ESRS E5)
Circular Economy and Waste (ESRS E5)
Employee Health and Wellbeing (ESRS S1)
Equal Treatment and Opportunities (ESRS S1)
Workers in the Value Chain (ESRS S2)
Product Quality and Safety (ESRS S4)
Governance, Integrity, and Data (ESRS G1)
Envipco Annual Report 2025 25
The 2025 DMA informs the development of Envipco’s ESG program by enabling Envipco to prioritize and
address material impacts, risks, and opportunities through its policies, programs, targets, and actions.
Material topics
For the 2025 reporting year, Envipco reports on ESRS E1 (Climate Change), ESRS E5 (Resource Use and
Circular Economy), ESRS S1 (Own Workforce), ESRS S4 (Consumers and End-Users), and ESRS G1 (Business
Conduct). The accompanying tables provide an overview of the impacts, risks and opportunities (IROs),
related policies and metrics, and their relevance across the value chain.
ESRS E1 Climate Change
IROs
Material Negative and Positive Impact, Material Opportunity
Description
and Time
Horizon
○●○ As a company, Envipco has a negative impact of greenhouse gas (GHG) emissions
in own operations and in the value chain that contributes to climate change.
●○○ Envipco has a positive impact of avoided/reduced GHG emissions caused by
reduced incineration and landfill of beverage containers
●○○ Envipco has a positive energy efficiency impact caused by energy improvements
and renewable energy use in own operations
●●○ Envipco is exposed to both acute and chronic physical and transitional risks which
can lead to disruptions in Envipco’s operations, supply chain, and increased costs.
○●● Envipco has opportunities to reduce operating costs through improvements in
energy efficiency and reductions in fossil fuel use. In addition, the increasing policy
and societal emphasis on recycling is expected to drive higher demand for
Envipco’s products, as regulatory developments and shifts in customer behavior
continue to support the adoption of deposit return and recycling systems.
Policies
Environmental Policy
Status
Reporting framework measurements and IRO assessment
Metrics
E1-5 Energy Consumption and Mix
E1-6 Gross Scopes 1, 2, 3 and Total GHG Emissions
Value Chain
▲■▼
Target Info*
KPI
Unit of measure
• Renewable energy in our operations
• % of energy from renewable sources
• Scope 1 & 2 emissions
• Kilotons CO
2
-e
• Scope 3 emissions
• Kilotons CO
2
-e
• % of suppliers committed to Science
Based Targets
• %
*Envipco is considering appropriately aligned targets that comply with Science Based Targets initiative guidelines and expectations
Legend
Time Horizon
1
:
●○○ Short
○●○ Medium
○●● Long
Value Chain:
▲□▽ Upstream
△■▽ Own
△□▼ Downstream
1) Time Horizons are: Short 0-1 years, Medium 1-5 years, and Long 5+ years
Envipco Annual Report 2025 26
ESRS E5 Resource Use and Circular Economy
IROs
Material Positive and Negative Impacts, Risk and Opportunity
Description
and Time
Horizon
●○○ Envipco has a negative impact on resource depletion caused by the extraction of
raw materials for RVMs
○●○ Envipco has a negative impact on consumer health caused by exposure to
hazardous substances in vending machines.
○○● Envipco has a negative impact on pollution and resource loss caused by
operational waste sent to incineration and landfill.
●○○ Envipco has a positive impact of preventing resource depletion caused by reusing
and refurbishing RVMs at the end of product lifecycle
●○○ Envipco has a positive impact of recovery of materials going through RVMs, leading
to higher collection and recycling rates reducing littering within a circular economy.
●●○ Envipco is exposed to increased costs risk through resource scarcity of
nonrenewable materials and inefficient waste management, including increasing
landfill regulation.
○●○ Opportunity for increased market share, revenue, and/or competitiveness by
innovating or expanding improved sorting capabilities while handling a broader
range of recyclables. New business opportunity is instigated by changing
regulations on the products that fall under return deposit systems.
Policies
Environmental Policy
Status
Reporting framework measurements and IRO assessment
Metrics
E5-4 Resource Inflows
E5-5 Resource Outflows
Value Chain
▲■▼
Target Info*
KPI
Unit of measure
• Circular Revenues
• % Total Revenues
• Closing the Loop
• Systems
• Zero Waste to landfill as a percentage
of total regular waste
• %
• Hardware Circularity
• %
• Circular Revenues
• % Total Revenues
• Circular Materials Management
• %
* Envipco is considering appropriately aligned targets based off 2025 performance results
Envipco Annual Report 2025 27
ESRS S1 Own Workforce
IROs
Material Negative and Positive Impact
Description
and Time
Horizon
●○○ Envipco has a negative impact on employee health due to exposure to physical
risks in facilities
●●○ Envipco has risk of reputational damage due to health and safety incidents and
non-compliance with standard working conditions affecting employee attraction
and retention.
○●○ Envipco has a negative and positive impact on employee wellbeing by (not)
providing employees with a fair and equal workplace.
○●○ Envipco has a positive impact on talent development caused by providing equal
opportunities in personal and professional training.
○●○ Envipco has a risk of unmotivated employees (lack of retention) or lack of attraction
of new employees, by having a reputation as an employer not providing equal
treatment for all.
●○○ Envipco has opportunities for higher productivity and talent attraction and retention
by leveraging a diverse workforce and creating an environment where all
employees have equitable opportunities and offering and inclusive workplace.
Policies
Code of Conduct, Diversity & Inclusion
Status
Reporting framework measurements and IRO assessment
Metrics
S1-6 Characteristics of the undertaking’s employees
S1-9 Diversity Metrics
S1-8 Collective Bargaining coverage and social dialogue
S1-10 Adequate Wages
S1-11 Social Protection
S1-12 Persons with disabilities
S1-13 Training and Skills Development Metrics
S1-14 Health and Safety Metrics
S1-15 Work-life Balance Metrics
S1-16 Compensation Metrics (pay gap and total comp.)
S1-17 Incidents, Complaints, and Severe human Rights Impacts
Value Chain
△■▽
Target Info*
KPI
Unit of measure
• Women in leadership positions
• % of senior management positions
• We pay at least a living wage
• %
• Total Recordable Case rate
• Total Recordable Cases per 100
• Training Hours per Employee
• Hours
• Human Rights Impact Assessments
• %
*Envipco is considering appropriately aligned targets based off 2025 performance results
Envipco Annual Report 2025 28
ESRS S4 Consumers and End-Users
IROs
Material Positive Impact
Description
and Time
Horizon
●○○ Envipco has a positive impact on user experience and reduced risk of
malfunctions and accidents by developing safe products.
○●○ Envipco has a positive impact on customer trust and their reputation by
developing high-quality and innovative products.
○●○ Envipco has a negative impact on customer IT systems through breaches in
Envipco’s cyber security, serving as a backdoor for hackers.
●○○ Positive impact on community waste management systems and the circular
economy from reliable recycling solutions leading to more effective resource
recovery.
○●○ Envipco has both risk and opportunity from changing regulations for safety and
user standards for RVMs thus posing an obligation to change or adapt the design
of products. This could result in reduced or increased competitiveness and
therefore a loss or gain in market share.
○●○ Envipco has an opportunity for improved reputation, customer
retention/attraction and brand enhancement from delivering superior product
quality and safety and innovation. This increases customer trust and satisfaction.
○○● Risk of reputational damage caused by product recalls for hazardous substance
contamination, leading to financial losses.
●○○ Risk of fines from non-compliance regarding pollution or hazardous substance
regulations.
Policies
Code of Conduct
Status
IRO assessment
Disclosure
Requirements
S4-4 Taking action on material impacts on consumers and end-users, and approaches
to managing material risks and pursuing material opportunities related to consumers
and end-users, and effectiveness of those actions.
Value Chain
△□▼
*Envipco has opted not to establish targets for this topic
Envipco Annual Report 2025 29
ESRS G1 Business Conduct
IROs
Material Risk
Description
and Time
Horizon
●○○ Negative impact on internal and external stakeholder privacy from data breaches.
●○○ Negative impact on investors’ reputation caused by unethical governance
practices, adherence to ethical standards and compliance with laws and
regulations.
●○○ Negative impact on supplier and customer financial well-being caused by
unethical business practices.
●○○ Envipco has a wide range of risks which would damage reputation, trust, investor
confidence, and stakeholder relationships, due to financial penalties and other
legal consequences for failing to comply with legal and regulatory requirements,
unethical business practices, and/or unsecured data systems.
●○○ Risk of high operational & interest costs due to IT breaches.
●○○ Risk to employee morale caused by unethical or inadequate governance
practices.
Policies
Code of Conduct, Whistleblower
Status
IRO assessment
Disclosure
Requirements
G1-1 Corporate Culture and Business Conduct Policies
G1-3 Prevention and Detection of Corruption and Bribery
G1-4 Confirmed Incidents of Corruption or Bribery
G1-6 Payment Practices
Value Chain
▲■▼
*Envipco has opted not to establish targets for this topic
The policies mentioned above apply across Envipco and all its businesses, regions, and functions. The
Board is responsible for defining Envipco’s ESG strategy, commitments, programs, action plans, and
policies. The Board also oversees major decisions, monitors progress against ESG priorities including the
implementation of due diligence and takes corrective action where necessary.
Envipco Annual Report 2025 30
In addition to the DMA process where we specifically consult affected stakeholders regarding inputs to
the materiality assessment, Envipco also engages our key stakeholders throughout the year, which helps
deliver on our key ESG commitments: to be transparent about our plans, activities, targets and results.
Stakeholder
Group & Rank
Outreach Method
Discussion Outcomes
Envipco
(board and
management)
1. Key Player
Validation sessions
Several board members
are included in the
project team
Relevant topics derived are climate change & energy,
biodiversity, pollution & hazardous substances, circular
economy & waste.
Material topics are Governance, integrity & data
Investors &
Shareholders
1. Key Player
By proxy, report from
investor/shareholder
communications
Relevant topics derived were climate change & energy,
biodiversity, pollution & hazardous substances, circular
economy & waste.
Material topics are governance, integrity & data, and
resource use (materials & water)
Suppliers
1. Key Player
Interview with key
supplier: SEW
Relevant topics derived were climate change & energy,
biodiversity, pollution & hazardous substances, circular
economy and waste.
Material topics are resource use (materials & water), and
workers in the value chain.
Envipco
Employees
1. Key Player
Internal representation
by Filomena Cionti, Chief
Human Resources
Officer and Larissa Piora,
HR Director, Germany
Relevant topics derived were climate change & energy,
biodiversity, pollution & hazardous substances, circular
economy & waste.
Material topics are Employee health & wellbeing, and equal
treatment and opportunities
Customers
1. Key Player
Interview with key
customer: DRS operator
Malta
Relevant topics derived were climate change & energy,
biodiversity, pollution & hazardous substances, circular
economy & waste.
Material topics are product innovation, quality & safety,
and workers in the value chain.
Governments
(US & EU)
2. Context
Setter
By proxy, report from
Reloop/Eunomia
Relevant topics derived were climate change & energy,
biodiversity, pollution & hazardous substances, and circular
economy & waste.
Material topics are resource use (materials & water)
DRS System
Operators
2. Context
Setter
Interview with key
system operator:
Sweden
Relevant topics derived were climate change & energy,
biodiversity, and pollution & hazardous substances.
Material topics are governance, integrity & data, and
circular economy & waste
NGOs
2. Context
Setter
By proxy, report from
Reloop/Eunomia
Relevant topics derived were climate change & energy,
biodiversity, and pollution & hazardous substances.
Material topics are circular economy & waste
Envipco Annual Report 2025 31
Stakeholder
Group & Rank
Outreach Method
Discussion Outcomes
Workers in the
Value Chain
3. Subject
Through representation;
Upstream: Interview with
key supplier,
Downstream: Interview
with key customer
Relevant topics derived were climate change & energy,
biodiversity, pollution & hazardous substances, circular
economy & waste.
Material topics are workers in the value chain.
Sustainability outlook
In preparation for eventual disclosures, Envipco continues to proactively integrate CSRD principles into our
sustainability framework, while contextualizing our policies, actions, metrics, and targets according to
ESRS Mandatory Disclosure Requirements as they develop.
EU Taxonomy
The EU Taxonomy is a classification system, establishing a list of environmentally sustainable economic
activities, to help both investors and companies gain insights into whether their economic activities can
be considered environmentally sustainable. It is built upon the EU Green Deal targets and objectives and
aims to shift capital flows towards more sustainable investments in the EU.
A company’s activity only aligns to the EU Taxonomy when: (1) It is ‘eligible’ (i.e. the economic activity is
covered by the EU Taxonomy); and when (2) It ‘substantially contributes to’ (at least) one of the six
environmental objectives (i.e. climate change mitigation, climate change adaptation, sustainable use
and protection of water and marine resources, transition to a circular economy, pollution prevention and
control, protection and restoration of biodiversity and ecosystem), (3) ‘does not harm the other
objectives’; and (4) the Company itself ‘meets the minimum social safeguards.’
In their annual reporting, companies should reflect on the eligibility and alignment of their activities in
terms of their Turnover, Operational Expenditure and Capital Expenditure. Listed and large companies that
are not currently mandated to report under the scope of the Non-financial Reporting Directive (such as
Envipco) are expected to report for the first time in 2028 (for the financial year 2027).
Envipco Annual Report 2025 32
The Company’s activities’ eligibility and alignment with EU Taxonomy in 2025
Currently, the alignment of eligible activities with the EU Taxonomy is 0%. This was mainly because the
documentation that is required to support the requirements of the assessment has not yet been
formalized. Adherence to the Minimum Safeguards is ingrained within the Company’s DNA and culture.
However, policies must be formalized in writing to fulfil alignment with EU Taxonomy requirements. The
assessment was helpful to identify the information and procedural gaps to demonstrate future
alignment, and to identify the necessary actions to address them in the coming years.
According to Directive 2013/34/EU large companies or large undertakings are defined as those meeting
two of the following criteria (over two consecutive financial years): a net turnover of more than €50
million, a balance sheet total of more than €25 million and have more than 250 employees on average.
Double counting of Turnover, capital expense, and operating expense is avoided through the inherent
segregation of our business activities. The identified material EU Taxonomy activities are each linked to
different business activities from Envipco (one-to-one matches).
Plans for the upcoming years
In 2028, it may be mandatory for the Company to report on the EU Taxonomy over financial year 2027. The
Company will strive to improve processes that can contribute to more alignment to the EU Taxonomy.
Through the introduction of a new ERP, more insights into Turnover, capital expense, and operating
expense streams will be realized. This will allow us to segregate these monetary flows, such that it may be
possible to more accurately allocate them to activities identified within the EU Taxonomy.
Turnover
Envipco Annual Report 2025 33
Capital Expense
Below table shows the capital expense the Company has identified related to eligible activities.
Operating Expense
The Company has decided to omit reporting operating expense on the eligible activities as the Company
was not able to allocate operating expense into one of the three distinct categories set by Regulation
(EU) 2021/2178 annex I. However, the Company is implementing processes which will provide more
detailed insights into these resources going forward. Looking to the future, with mandatory disclosure on
EU Taxonomy, operating expense will be allocated to the relevant activities.
Envipco Annual Report 2025 34
Governance Report of the Board of
Directors
Board of Directors 35
Executive Management Team 37
Board Operations & Governance 41
Corporate Governance Code 44
Risks & Uncertainties 52
Remuneration Report 67
Board’s Responsibility Statement 70
Envipco Annual Report 2025 35
Board of Directors
Envipco’s Board of Directors (the Board) comprises six non-executive directors and one executive director
as of 31 December 2025. The Board provides strategic oversight, experienced governance, and
accountable leadership that guides the Company’s global growth and long-term value creation. The
Board’s rotation schedule is available on the Company’s website. Envipco’s non-executive directors are:
Gregory Garvey
Non-Executive Director and
Chairman of the Board
Anne Jorun Aas
Independent Non-Executive
Director
Charlotta Gylche
Independent Non-Executive
Director
A citizen of the US, Greg (born 1955)
is currently the Chairman of Virtual
Hold Technology LLC, a privately
held software company. He
previously served as Vice
Chairman of a major European
RVM company and as Chief
Executive Officer and President of
its North American division. Mr.
Garvey also served on the Board of
Wise Metals Group LLC and was
formerly Vice Chairman of
Tandberg ASA, a publicly traded
video‑conferencing company
based in Norway, where he was
also a principal investor.
Earlier in his career, Greg was a
partner at Price Waterhouse. He
holds a BS in Financial Accounting
from the University of New Haven
and is a Certified Public
Accountant.
A citizen of Norway, Anne Jorun is
the CEO of Farmforce AS, a SaaS
company providing agricultural
supply‑chain data and
management solutions in more
than 30 countries. She has
previously served on the boards of
Eltek ASA, Kjeller Innovasjon, and
as Chair of ENERGIX, a major
program of the Norwegian
Research Council.
Anne Jorun has held several
senior leadership roles, including
SVP Organization and Strategy at
Scatec Solar, COO of Scatec, and
Interim CEO of Kjeller Innovasjon.
She spent six years with McKinsey
& Company. She holds a PhD in
Nuclear Chemistry from the
University of Oslo/University of
Uppsala and CERN, Geneva.
Charlotta is a Swedish citizen and
founder of Albion & I Ventures, a
management and venture
advisory firm. She has over 12
years’ experience in business
development, commercial
strategy, organizational design,
and new-venture management
from Orkla ASA and Orkla
Ventures. Most recently she
served as Interim CEO of Collaxio
AB (Nasdaq First North), leading
significant structural and
strategic change.
Charlotta has substantial
experience in recycling and
sustainability, along with board
experience as both member and
advisor. She holds BSc and MSc
degrees in Business & Economics
from the Stockholm School of
Economics.
Committee membership: Audit Selection & Nomination Remuneration Chair
Envipco Annual Report 2025 36
Ann Cormack
Independent Non-Executive
Director
Erik Thorsen
Non-Executive Director
Maurice Bouri
Non-Executive Director
A citizen of the UK, Ann has
extensive experience in strategy,
organizational transformation, and
international operations. She most
recently served as Executive Head
of Human Resources for the De
Beers Group of Companies,
leading global transformation
initiatives driven by technology
shifts and the Covid-19 pandemic.
Previously, Ann was Director
International at Rolls-Royce plc,
responsible for country strategy,
business development,
compliance, ethics, and
government relations. She also
brings significant experience in the
energy sector with a focus on
renewable energy and
sustainability. Her board roles
include Chatham House and the
UK Foreign, Commonwealth &
Development Office. She holds an
MA from the University of
Edinburgh.
A citizen of Norway, Erik has more
than 25 years of senior leadership
experience in technology-driven
industries. He served as CEO of a
major RVM company (1996–2005)
and of REC ASA (2005–2009). He
has also held multiple board chair
and board member roles and has
advised several publicly listed
technology companies.
Erik holds a degree in Mathematics
from the University of Oslo and an
MBA in International Finance and
Marketing from the University of
Karlstad.
A citizen of the UK, Maurice is the
former President of Société des
Huiles et Dérives, a grain
derivatives manufacturing and
commodities trading company, a
role he held from 2012 to 2019. He is
currently Executive Director of
Fushe Kruja Cement and
previously served as its Director of
Sales and Marketing for the Balkan
region.
Maurice holds a dual degree in
Industrial Psychology and
Marketing from the University of
Buckingham, England.
Envipco Annual Report 2025 37
Executive Management Team
Envipco’s Executive Management Team (EMT) drives the Company’s operational execution and strategic
delivery, supporting the CEO with deep functional expertise and providing the Board with transparent,
data-driven insights that enable effective governance and long-term value creation.
Simon Bolton
Chief Executive Officer and
Executive Board member
Patrick Gierman
Chief Financial Officer and
Executive Board member
Fons Buurman
Chief Commercial Officer,
Europe and Asia
A citizen of the UK, Simon joined
Envipco in 2020 as Chief
Executive Officer (CEO). Prior to
joining Envipco, he was CEO of
International of Waterlogic, a
global company with 2,500
employees and USD 350 million
in revenue. Simon previously
held senior management
positions at General Electric,
Invensys, and other industrial
and technology companies.
Simon holds an MBA from IMD
Lausanne, an MSc in Engineering
Business Management from
Warwick University, and a BEng
from Imperial College London.
Simon is also an Executive
member of the Board.
Simon resigned from Envipco
effective 30 April 2026.
A citizen of the Netherlands,
Patrick joined Envipco as Chief
Financial Officer on 1 January
2025. He was previously Chief
Financial Officer (CFO) of OTT
HydroMet, a Veralto Operating
Company providing global
solutions for hydrology,
meteorology, and solar energy.
Patrick brings 20 years of
international financial leadership
experience from General Electric,
Danaher, and private equity,
combined with seven years as a
Public Auditor at EY and PwC. He
holds a master’s degree in
business economics from the
University of Amsterdam and is a
Chartered Accountant.
Patrick was appointed as an
executive member of the Board
of Directors on 30 April 2026.
A citizen of the Netherlands, Fons
joined Envipco in 2021 as Vice
President (VP) Business
Development Europe and is now
Chief Commercial Officer Europe
& Asia, leading the commercial
organization across these
regions.
Before joining Envipco, Fons held
marketing, sales, and business
development roles in the
international consumer
packaging industry at Tetra Pak
and WestRock, and in consumer
electronics at Philips. Fons holds
a bachelor’s degree from the
Haarlem Business School.
Envipco Annual Report 2025 38
Robert Lincoln
President Americas
Mikael Clement
Chief Strategy and IR Officer
Manfred Albrecht
VP Global Operations
A citizen of the US, Bob joined
Envipco in 2010 with leadership
responsibility for technology
development, core business
development, and new market
activities. As President Americas,
he currently leads Business
Development and Sales across
the region.
Previously, Bob served as
President of another major
reverse vending company. A
native of Connecticut, he began
his career at Procter & Gamble
before moving into the recycling
industry. Bob holds a Bachelor of
Arts degree from Lawrence
University.
A citizen of Norway, Mikael joined
Envipco in 2024 as Chief
Strategy and IR Officer. He was
previously CFO of Xplora
Technologies and has 25 years
of international capital markets
experience as a buy- and sell-
side analyst, corporate finance
adviser, and board adviser. He
has also served as a board
member of Fjellsport Group, a
Nordic online retailer.
Mikael holds a BBA (Siviløkonom)
in Finance and International
Business and a BA in German
from Pacific Lutheran University
in Washington, US. He resides in
Oslo.
A citizen of Germany, Manfred
joined Envipco as VP Global
Operations in November 2024.
He brings more than 30 years of
extensive experience in the
packaging industry and has held
multiple senior operational roles
across various sites.
Manfred served for 10 years as
COO and member of the
Executive Board at Bischof &
Klein SE & Co. He later worked as
an independent consultant
specializing in lean
transformations. He holds a
degree in Process Engineering
from the University of Applied
Sciences in Munich.
Envipco Annual Report 2025 39
Andrew Keene
Chief Technology Officer
Filomena Cionti
Chief Human Resource Officer
Terje Hanserud
Director Special Programs
A citizen of the US, Andrew joined
Envipco in 2022 with
responsibility for the Company’s
Chief Technology Officer. He
previously served as Head of
Hardware Engineering at Mobile
Robotics – Logistics Solutions.
Andrew has 28 years of
experience in product design
and engineering across
companies including SharkNinja,
Insulet, Keurig, Gillette, Raytheon,
and Bosch. He holds an MBA
from Boston College and an MSc
in Mechanical Engineering from
Northeastern University.
A dual citizen of Germany and
her native Italy, Filomena joined
Envipco in 2022 and currently
serves as Chief Human
Resources Officer. She previously
served as HR Country Manager
at Balda Medical GmbH, part of
the Stevanato Group, supporting
more than 400 employees.
Filomena’s education is in
literature and commercial law,
and she has extensive
experience working with
pan-European teams and
leading recruitment and HR
development across multiple
countries.
A citizen of Norway, Terje joined
Envipco in 2014 and, as Director
Special Programs, supports
business development in new
markets while also leading the
Product Management team. He
previously served as CEO of a
sensor technology startup.
Before that, Terje spent 14 years
as Senior Vice President and
CTO at another major reverse
vending company. He has deep
experience in technology
innovation and international
business development across
miniature gas sensors, recycling
machinery, computers, and
national deposit systems. Terje
holds an MSc in Electronics and
Computer Science from the
Norwegian University of
Technology.
Envipco Annual Report 2025 40
Envipco Annual Report 2025 41
Board Operations and Governance
The Board provides strategic oversight, experienced governance, and accountable leadership that
guides the Company’s global growth and long-term value creation. During 2025, the Board remained
closely involved in the Company’s strategy and monitored our progress as we expanded geographically
and launched new products.
Envipco operates a one-tier board governance structure, with executive and non-executive directors
serving on a single Board. The Board is comprised of six non-executive directors and one executive
director as of 31 December 2025.
Name
Birth Year
Gender
Member Since
End of Term
G. Garvey
1955
Male
2008
Annual General Meeting 2026
S. Bolton
1971
Male
2020
Annual General Meeting 2027
M. Bouri
1978
Male
2020
Annual General Meeting 2026
A.J. Aas
1972
Female
2021
Annual General Meeting 2026
A. Cormack
1962
Female
2022
Annual General Meeting 2027
E. Thorsen
1956
Male
2023
Annual General Meeting 2026
C. Gylche
1987
Female
2024
Annual General Meeting 2027
The Board has also developed the governance framework and implemented several measures to
identify, evaluate and manage potential threats more effectively. This includes risk assessments and
reviews covering multiple areas such strategic, operational, compliance and product risks. Accordingly,
the Board invested in further improving the Company’s organization, processes and structure to further
strengthen its framework which included creating and strengthening an Internal Audit function.
Additionally, the Board has invested in advanced cybersecurity measures to protect against data
breaches and other digital threats.
It is important to note that no specific management measures have been taken for certain emerging
risks due to their unpredictable nature. We are continuously monitoring these areas and will adapt our
strategies as more information becomes available.
The Board met 14 times during 2025, of which four of the meetings were in person. Materials were
prepared by the CEO and management team prior to and discussed during the meetings. Through these
meetings the Board regularly discussed the strategy, the implementation of the strategy and the
principal risks, the Company’s operations and financing. In addition, the Board regularly discussed and
evaluated specific actions and board operations. Attendance at Board meetings is shown in the
Corporate Governance section of this report.
Governance
Through a focused working group, the Board continues to develop, approve and publish updated Board
regulations, policies and procedures for the Company; these are available on the Company’s website. As
part of these updates, specific charters have been defined for both the Board itself and three installed
committees: the Audit Committee, Remuneration Committee and Selection & Nomination Committee.
The framework and scope of these committees is elaborated in the Corporate Governance section of this
report.
Due to increasing requirements for listed companies and the Board’s wish to continue to develop and
improve the internal control environment due to the growth of the Company, the Board implemented an
Internal Audit function as of the fourth quarter of 2024 and further improved the Internal Audit function
Envipco Annual Report 2025 42
during 2025 (ref. 1.3.6 of the DCGC). This function will further strengthen the Company’s risk management
process, business and finance processes, as well as the internal control framework in addition to the role
of the Board and the Audit Committee.
Audit Committee
The Audit Committee was established in early 2023 and its charter was approved by the Board in 2023.
During 2025, the Audit Committee had regular scheduled meetings, attended by management, and,
where appropriate, members of the Board, to review the progress of the annual audit, quarterly
unaudited results, the risk assessments, and improvement actions. The matters discussed and
recommendations arising from these meetings were reported to, and discussed with, management and
the Board as part of the Company’s governance and oversight processes.
The Audit Committee participated in the audit planning and coordination with the external auditor for the
2025 audit. The Audit Committee, along with the Board, reviews management’s active improvement plans
to strengthen the Company’s business and finance processes, internal control framework, system
landscape and the (financial) organization, including the creation of an Internal Audit function. The Audit
Committee acknowledges that as the Company is further growing and maturing, the current action plan
will be continued into 2026 to further formalize business, finance and risk procedures.
During 2025, the Audit Committee along with the Board has reviewed management’s formalized risk
assessment, the Board’s risk appetite and plans for mitigating activities in support of required Board’s
Statement on Risk Management, also called the Verklaring Omtrent Riskmanagement (the VOR). In line
with 2024, the Board also continued its initiative regarding the revised CSRD reporting requirements. For
further details see the Sustainability section.
Remuneration Committee
The Company has a Remuneration Policy that relates to the remuneration of executive and non-
executive directors. The current Remuneration Policy was approved by the Annual General Meeting of
Shareholders (AGM) on 23 August 2024 and is available on the Company's website.
At least every four years, the Board will review the Remuneration Policy. This Remuneration Policy can be
amended or restated by the AGM in accordance with the Company's articles of association (statuten)
and Dutch law. The aim of the Remuneration Policy for the executive director is to ensure that the
Company can attract, motivate and retain qualified and experienced executive directors, and to
incentivize and reward long-term and sustainable growth. It includes base salary, short and long-term
incentive plans (LTIP) and other benefits. In line with its ongoing improvements, the Board has issued a
proposal to approve an updated remuneration policy as part of the Extraordinary General Meeting
scheduled for 30 April 2026.
Consistent with the DCGC, the remuneration of the non-executive directors is not dependent on the
Company's results. The non-executive directors will determine the remuneration and the terms and
conditions for the executive director separately, considering the provisions of the Remuneration Policy.
The AGM shall determine the remuneration of the non-executive directors.
Selection & Nomination Committee
This Committee was established in December 2023 and has been operational since January 2024. In
2025, the Selection & Nomination Committee held three meetings where it discussed the composition
and size of the Board, Board committees and Management Team. The Committee initiated a structured
Envipco Annual Report 2025 43
and diligent search for a new CEO as of 12 January 2026 because of the decision of the Company’s
current CEO, Mr. Simon Bolton, to leave the Company effective 30 April 2026.
As of the date of publication of the 2025 Annual Report, the Board has successfully completed the CEO
succession process, as announced in the Company’s press release dated 17 March 2026. The Board is
confident that the newly appointed CEO brings the leadership, experience and strategic focus required to
guide Envipco through its next phase of growth and value creation, and to continue executing the
Company’s long‑term strategy.
Supervision by the Non-Executive Directors
The Board has a duty to ensure that the actions of the executive director and EMT align with the
Company's strategic priorities and values. The non-executive directors supervise the policies
implemented by the executive director and the EMT, and the general affairs of the Company. The
composition of the Board and EMT can be found at the beginning of the Governance Report.
According to DCGC, Mr. Garvey, Mr. Thorsen and Mr. Bouri are not independent. This is also highlighted in
the Corporate Governance section. The term of each Board member is shown on the Rotation Schedule
on the Company website and managed through the AGM to ensure staggered terms and adequate
continuity of service.
Envipco Annual Report 2025 44
Corporate Governance Code
Envipco Holding N.V. is committed to high standards of corporate governance, transparency and
accountability, which are essential to safeguarding the long-term interests of the Company and its
stakeholders. Sound governance supports effective decision making, responsible risk management and
sustainable value creation.
This section describes how Envipco applies the principles and best practice provisions of the Dutch
Corporate Governance Code. It provides insight into the governance framework of the Company,
including the role and functioning of the Board, the allocation of responsibilities, and the manner in which
oversight, control and accountability are exercised. Where relevant, explanations are provided for any
deviations from the Code.
General
Envipco Holding N.V. is a publicly listed limited liability company incorporated under the laws of the
Netherlands, with its registered seat in Amsterdam and its offices at Stationsstraat 77, 3811 MH, Amersfoort,
the Netherlands, chamber of commerce registration number 33304225.
This section gives an overview of the information concerning the DCGC, the Board and the AGM.
Company Legal Structure
Envipco Holding N.V. is the parent of operating subsidiaries across Europe and North America, covering
manufacturing, assembly, distribution and service activities. The Company is organized along profit and
loss responsibility split by legal entity, or so-called business units, with shared corporate functions at the
Company level. A simplified legal structure diagram and the list of principal subsidiaries in the Financial
Statement section of this report.
Compliance with the Dutch Corporate Governance Code
Companies with registered office in the Netherlands whose shares have been admitted to trading on a
regulated market or comparable system or, under certain circumstances, on a multilateral trading facility
or comparable system, whether in the Netherlands or elsewhere, are required under Dutch law to disclose
in their annual reports whether or not they comply the provisions of the DCGC of 22 December 2022
effective 1 January 2023 and, if and to the extent they do not comply, to explain the reasons why.
The Company is committed to applying the principles and best practice provisions of the DCGC. The
DCGC recognizes that a one-size fits all approach does not work for a Company's governance structure,
and deviations can be justified. The comply-or-explain principle stresses the responsibility of the Board
for the Company's governance structure and compliance with the DCGC.
Below, the principles and best practice provisions where the Company deviates from the DCGC are listed.
An overview of all principles and best practice provisions of the DCGC as well as the Company
application of these in accordance with the ‘comply or explain’ principle is also available on the
Company’s website.
Norwegian Corporate Governance Codes
Envipco Holding N.V. is primarily listed in the Netherlands and applies the Dutch Corporate Governance
Code.
Envipco Annual Report 2025 45
In connection with the admission of the Company’s shares to trading on the regulated market of Euronext
Oslo Børs in December 2024, Envipco committed in its prospectus to materially align its corporate
governance practices with the Norwegian Code of Practice for Corporate Governance (NUES).
Envipco considers that the Dutch Corporate Governance Code and the Norwegian Code of Practice for
Corporate Governance share substantially similar principles and objectives. The Company’s governance
framework and practices are therefore, in all material respects, aligned with the recommendations of
NUES.
The Board of Directors
Envipco has a one-tier Board governance structure (5.1 of DCGC) consisting of one executive and six non-
executive directors as of 31 December 2025. The Board is responsible for the Company's governance
structure and compliance with the DCGC and must provide a clear explanation of any deviation. The
executive director is responsible for the day-to-day management of the Company and for implementing
the Company’s strategy, operational objectives and general policies.
In accordance with the DCGC, the Board’s role is to provide leadership to and supervision of the
Company on matters of strategy, risk management and internal controls, and policies. It has overall
responsibility for the management and control of the Company and is authorized to take all actions
necessary to achieve the Company’s purpose. In performing their duties, directors must be guided by the
best interests of the Company and its stakeholders, including business partners, employees, and
shareholders.
The Board has set rules concerning its organization, decision-making, and other internal matters. This set
of rules is available on Envipco’s website. The composition of the Board consists of a broad diversity of
experience, knowledge, and skills.
The directors are appointed by the Company’s AGM upon nomination by the Board. The AGM may
dismiss a director at any time by a two-thirds majority vote if less than half of the issued share capital is
represented at the AGM, unless the resolution for dismissal is passed at the Board’s proposal.
The Board meets as often as any director considers necessary. Resolutions are passed by a simple
majority of votes cast. In the case of a tie in the vote of the Board, the resolution is not passed. Any
resolutions concerning a material change to the Company’s identity or its business must be submitted to
the AGM for approval. Directors elect a chairman of the Board among themselves. Currently the
Company has three female members on the Board.
Independence
According to Best Practice Provision Article 2.1.7., the majority of the non-executive directors must be
independent, and, at most, one non-executive director does not have to meet the independence criteria.
A Board member is considered “not independent” if he or she, a spouse, partner, or close family member
(related by blood or marriage up to the second degree) meet any of the conditions listed below:
• Has been an employee or member of the management board of the Company, including
associated companies (as referred to in Section 5:48 of the Financial Supervision Act Wet op het
financieel toezicht/Wft) in the five years prior to their appointment.
• Receives personal financial compensation from the Company, or an associated company, other
than the compensation received for the work performed as a Board member.
• Has had an important business relationship with the Company or an associated company in the
year prior to the appointment.
Envipco Annual Report 2025 46
• Is an executive of a company in which a member of the management board of the Company
which (s)he supervises is a non-executive Board member.
• Has temporarily performed management duties during the previous twelve months in the
absence or incapacity of a member of the management board.
• Has a shareholding in the Company of at least 10%.
Three non-executive directors do not qualify as independent. Mr. Garvey does not qualify as independent
due to his shareholding in the Company and his tenure as member of the Board. Mr. Bouri has indirect
shareholdings exceeding the 10% threshold and was previously an executive member of the Board. Mr.
Thorsen does not qualify as independent as he receives personal compensation as an advisor to the
Company.
The Selection and Nomination Committee consists of Mr. Garvey and Ms. Cormack as non-executive
directors. Ms. Cormack qualifies as independent, while Mr. Garvey does not qualify as independent due to
his shareholding in the Company. The Governance Code provides that more than 50% of the members of
this committee should be independent. As one of the two committee members is independent, the
committee has 50% independent representation and therefore does not fully comply with this provision of
the Governance Code.
Conflicts of interest
Any form of conflict of interest between the Company and the members of its Board shall be prevented.
To avoid conflicts of interest, adequate measures should be taken. The non-executive directors are
responsible for the decision-making on dealing with conflicts of interest regarding directors and majority
shareholders in relation to the Company.
In 2025 there have been no cases of conflicts of interest, transactions between the Company and
members of the Board or transactions with shareholders holding 10% or more of the shares of the
Company.
Committees
The Board has established three committees: the Audit Committee, the Remuneration Committee and
the Selection and Nomination Committee. The committees operate pursuant to their respective charters,
which are published on the Company’s website, and each has a preparatory and advisory role to the
Board. During the financial year, the Board of Directors, in its supervisory capacity, received reports from
each of its committees on their deliberations and findings, which formed an integral part of the Board’s
oversight and decision-making process.
Audit Committee
The Audit Committee advises the Board in relation to its responsibilities, undertakes preparatory work for
the Board’s decision-making regarding the supervision of the integrity and quality of the Company’s
financial and sustainability reporting and the effectiveness of the Company’s internal risk management
and control systems and shall prepare resolutions of the Board in relation thereto.
The main responsibilities of the Audit Committee are:
• Inform the Board of the outcome of the statutory audit and explain how the statutory audit
contributed to the integrity of financial and sustainability reporting and what the role of the audit
committee was in that process.
Envipco Annual Report 2025 47
• Monitor the financial reporting process and submit recommendations or proposals to ensure its
integrity.
• Monitor the effectiveness of the design and operation of the Company’s internal risk management
and control systems in relation to the financial reporting of the Company including review and
discussion of flaws in the effectiveness of the design and operation of the internal controls.
• Monitor the statutory audit of the annual accounts, in particular the performance thereof.
• Review and monitor the independence of the external auditor, and request from the external
auditor a formal written statement at least annually delineating all relationships between the
external auditor and the Company regarding the external auditor’s independence.
• Implement a procedure for the selection of an external auditor and recommend to the Board an
external auditor to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014, as
well as submit a proposal to the board for the relevant external auditor’s engagement to audit the
annual accounts.
• Assist the Company in preparing the disclosure to be included in the Company’s applicable filings.
• Monitor the effectiveness of the design and operation of the Company’s internal controls with the
board, the CEO, and the CFO, as appropriate.
• Funding of the Company.
• The Company’s tax policy.
The Committee meets at least four times per year, or more frequently according to need. At least one
Committee member must have an accounting or auditing background.
The Audit Committee consists of three non-executive directors appointed by the Board. Currently the
members are chaired by Ms. Aas, with Ms. Cormack and Ms. Gylche, the finance representative, as
members.
Remuneration Committee
The Remuneration Committee advises the Company on the remuneration policy and benefits for the
Board members and the individual directors. The Committee also advises the CEO on the remuneration
of members of the EMT who are not executive directors.
The main responsibilities of the Remuneration Committee are:
• Every four years, submit a clear and understandable proposal to the Board concerning the
remuneration policy that will be submitted to the AGM for adoption as required by law.
• Submit proposals for and prepare the Board’s decision-making regarding the determination of
remuneration of the individual executive directors and of the individual non-executive directors,
within the remuneration policy.
• Annually prepare a remuneration report, considering the requirements of the DCGC and matters
required by law, which must be tabled at each AGM for a non-binding advisory vote by the
shareholders and shall be posted on the Company’s website.
• When formulating a proposal for the remuneration policy the committee takes into consideration:
o The objectives of the strategy for the implementation of sustainable long-term value
creation.
o Scenario analyses carried out in advance.
Envipco Annual Report 2025 48
o The pay ratios within the Company.
o An appropriate ratio between the variable and fixed remuneration components. The
variable remuneration component is linked to measurable performance criteria
determined in advance, which are predominantly long-term in character.
The Remuneration Committee was reestablished in December 2023 and has been operational since
January 2024. The committee consists of three members who must be non-executive directors. Currently
the Committee is chaired by Mr. Thorsen, with members Mr. Garvey and Mr. Bouri. The charter of the
Remuneration Committee can be found on the Company’s website.
Selection and Nomination Committee
The Selection and Nomination Committee advises the Board regarding selection criteria, the
appointment and reappointment of directors and succession planning. Their main responsibilities
according to their charter are:
• Propose selection criteria and appointment procedures for the directors.
• Review the size and composition of the Board and submit proposals for the composition profile of
the Board.
• Review the functioning of individual directors and report on such reviews to the Board.
• Propose a plan for the succession of directors.
• Submitting proposals for (re)appointment of directors.
• Supervise the policy of the Board regarding the selection criteria and appointment procedures for
the Company’s EMT.
• Advise the CEO regarding the appointment and replacement of the members of the EMT who are
not executive directors.
All members of the Selection and Nomination Committee must be non-executive directors. The Selection
and Nomination Committee shall meet as often as required for proper functioning, and for that purpose
at least four times annually. In 2025, the Selection & Nomination Committee held three meetings instead
of the four meetings envisaged in its charter. Given the limited number of agenda items and the timing of
Board changes, the Committee considered this sufficient for the proper fulfilment of its duties.
Currently the Selection and Nomination Committee is chaired by Mr. Garvey with Ms. Cormack. as the
non-executive member. The charter of the Selection & Nomination Committee can be found on the
Company’s website.
Meetings & attendance
The table below shows the number of meetings and attendance rate of the Board, the Audit Committee,
the Remuneration Committee, and the Selection & Nomination Committee during fiscal year 2025.
Attendance rate for the Board and Audit Committee was 97% and 98% respectively.
Envipco Annual Report 2025 49
Name
Board of Directors
Audit Committee
Remuneration
Committee
Selection &
Nomination
Committee
G. Garvey
13/14
1/1
3/3
S. Bolton
13/14
M. Bouri
14/14
1/1
A. J. Aas
14/14
14/15
A. Cormack
14/14
15/15
3/3
E. Thorsen
13/14
1/1
C. Gylche
14/14
15/15
Rotation schedule
Any changes in the composition of the Board require careful consideration from a succession planning
perspective. The Board tries to mitigate the potential risk of directors simultaneously retiring. The Board
rotation schedule will be made available on the Company's website.
Code of Conduct
The Company subscribes to the highest standards of ethical business conduct and fair and honest
dealings with all its stakeholders: employees, customers, partners, suppliers, shareholders, investors and
the community at large.
The Envipco Code of Conduct (the Code) sets forth standards to promote honest and ethical conduct,
appropriate public disclosures and legal compliance and includes policies related to conflicts of interest,
record keeping, use of Company property or resources, and policies regarding fraud, dishonesty or
criminal conduct. This code applies to the Company and all its affiliates and provides a mandatory guide
for every employee, including every officer and member of the Board. It explains its role within the
Company as it relates to the work Envipco does and how to interact with one another and those with
whom to do business.
The policy is available on the Company’s website.
Diversity and inclusion
Envipco is an international company with subsidiaries in Europe and the US. This international presence
creates an environment where people of diverse cultures and backgrounds collaborate to achieve our
mission, accelerate in their roles, and perform at their highest potential.
Envipco is committed to attracting, developing, and retaining the best talent by fostering a workplace
where every individual feels valued and respected. The Company promotes an inclusive environment
that provides equal opportunities regardless of gender, ethnicity, faith, sexual orientation, age, or physical
or mental ability. We believe that diverse teams, bringing together different backgrounds, perspectives,
and experiences, enhance innovation, strengthen our culture, and contribute to superior business
performance and sustainable growth.
Envipco has the ambition to encourage women to apply for any function within the Company, including
the extended leadership group, particularly when they have a background in fields that traditionally have
a higher proportion of male employees. Envipco is also working on incorporating diversity aspects like
age, gender, race nationality, educational background or professional background into its total
organization, including the executive management team, extended leadership group and Board.
Envipco Annual Report 2025 50
Regardless of rules and regulations, Envipco emphasizes that diversity and inclusion is very important to
guarantee a safe and inclusive environment for all employees to work for and develop themselves.
In 2025, the Company experienced a good improvement of gender diversity initiatives, achieving a
female representation of 22%. The male workforce, although still the majority, saw a slight proportional
decrease, indicating a positive rebalancing trend. This year also served as a pivotal moment to solidify a
more inclusive culture, setting the foundation for sustained diversity growth into 2026 and beyond.
Parallel to gender diversity, age diversity has also evolved. The Company maintains a healthy distribution
across different age groups, focusing on attracting young talent while retaining experienced
professionals. Additionally, in 2024 Envipco initiated a comprehensive analysis of remuneration practices,
and the gender pay gap which continued throughout 2025. The objective of this initiative is to thoroughly
evaluate compensation equity and, where discrepancies are identified, to develop and implement
targeted actions which has led to an Action plan during 2025 aimed at reducing and/or eliminating any
existing gender pay gap.
In addition to the above, Envipco is committed to the following:
• Equality in the workplace: Encourage equality, diversity and inclusion in the workplace as they are
good practice and make business sense. Create a working environment free of bullying,
harassment, victimization and unlawful discrimination, promoting dignity and respect for all, and
where individual differences and the contributions of all staff are recognized and valued. Take
seriously any complaints of harassment, victimization and unlawful discrimination by fellow
employees, customers, suppliers, visitors, the public and any others in the course of the
organization’s work activities.
• Training: Make opportunities for training, development, and progress available to all staff, who will
be helped and encouraged to develop their full potential, so their talents and resources can be
fully utilized to maximize the efficiency of the organization.
• Decisions: Make decisions concerning staff based on merit (apart from any necessary and limited
exemptions and exceptions allowed under the local legislation).
• Monitoring: Review employment practices and procedures when necessary to ensure fairness and
update them and the policy to take account of changes in the law. Monitor the make-up of the
workforce regarding information such as age, sex, ethnic background, sexual orientation, religion
or belief, and disability in encouraging equality, diversity and inclusion, and in meeting the aims
and commitments set out in the equality, diversity and inclusion policy.
• Strategic direction: While the organization's efforts are beginning to show positive results,
sustaining and accelerating this momentum is critical. We are dedicated to enhancing diversity in
both gender and age, ensuring all employees feel valued and supported, and reinforcing our
commitment to an inclusive workplace for everyone.
For 2026 and beyond, Envipco will:
• Continue to promote diversity in recruitment across all departments.
• Introduce targeted initiatives to attract and retain female talent in technical and field roles.
• Enhance mentorship programs to facilitate knowledge sharing across generations.
Create inclusive career pathways and development programs to support women and young talent in
traditionally male-dominated sectors.
Envipco Annual Report 2025 51
Whistleblower
Envipco has established a whistleblower policy according to the European Directive 2019/1937 on the
protection of persons who report breaches of Union law in connection with the respective national law.
This policy assures protected communications for individuals who report violations of legal requirements,
as well as violations of Envipco's Code.
The whistleblower system is available to all Envipco employees and temporary workers, and they are
encouraged to report violations of law or the internal code of conduct. All employees are required to
contact a reporting office in the event of violations of the law or a reasonable suspicion thereof. In any
case the internal reporting office shall be the preferred communication channel. A dedicated email
address has been established to enable employees and other affected parties to report violations
related to business processes. Known or suspected legal violations may be reported through both
internal and external reporting channels.
Furthermore, employees and other affected parties are encouraged to report violations of Envipco's
Code. This is crucial to ensure positive and trusting cooperation. All whistleblower reports and possible
violations of Envipco’s Code are reported to the compliance office who will investigate and follow up on
these reports.
Envipco Annual Report 2025 52
Deviations from the best practices of the DCGC
The Company does not comply with the following provisions of the DCGC:
DCGC Section
Deviation Description
1.2.1
The Company continues to improve its control system including its risk assessment process,
which started in the second part of 2024. During 2025 the Company further strengthened its risk
assessment process including definition of its risk appetite and will continue to expand its efforts
during 2026 including the implementation and monitoring of appropriate countermeasures.
1.3
Due to the size of the Company, Envipco had no dedicated Internal Audit function before 2024. In
the second half of 2024, the Company created for the first time an Internal Audit function
responsible for overseeing the quality and effectiveness of governance, risk management and
internal control.
Mid-2025, this function was further strengthened by adding a Director of Global Control and
Internal Audit and hiring a certified internal auditor. The Internal Audit function led the Risk
Management process, further improved the internal control framework, and enhanced global
policies, including regular report outs to both Audit Committee and the Board. It further planned
and initiated first activities assessing and testing the design, existence and operating
effectiveness of internal control measures and governance in general with expected report out in
2026.
2.1.7
The Board is composed in such a way that its members can act independently and critically in
relation to one another, the EMT, and any specific interests involved. Within the one-tier board
model, this composition ensures effective supervision and challenge by the non-executive
directors. The Board currently has six non-executive directors: Mr. G. Garvey (Chair), Ms. A.J. Aas,
Ms. A. Cormack, Ms. C. Gylche. Mr. M. Bouri and Mr. E. Thorsen. The Board deviates from the Best
Practice Provision, as three non-executive directors are considered not independent: Mr. Garvey
and Mr. Bouri due to their direct/indirect shareholding and Mr. Thorsen due to his advisory role to
the Company.
2.1.9
The Company deviates from the Best Practice Provision, as the Board’s Chair, Mr. G. Garvey, does
not qualify as independent. In his role as Board Chairman, he offers the Company many years of
significant knowledge of the sector in which the Company operates.
2.2.2
The Company presently deviates from this Best Practice Provision, as Mr. G. Garvey’s tenure as
non-executive director exceeds twelve years. Mr. G. Garvey offers many years of significant
experience and knowledge in the Company’s operating sector.
2.2.6
At least once annually, outside the presence of the executive Board member, the non-executive
Board members should evaluate their own functioning, the functioning of the various committees
of the Board and of the individual non-executive Board members. They shall discuss the
conclusions of the evaluations and identify aspects where the directors require further training or
education. The first Board evaluation was initiated in March 2026, and the results will be
evaluated in the Board’s next face-to-face meeting, scheduled for May 2026.
2.3.10
At present there is no Company secretary due to Envipco’s size. Given the envisioned growth of
the Company, its objective to further professionalize the organization, and increased complexity
of new laws and regulations, the Company plans to appoint a secretary in the second half of
2026.
5.1.3
The Company presently deviates from this Best Practice Provision, as the Board’s Chair Mr. G.
Garvey does not qualify as independent, but brings extensive experience within the Company’s
operating sector.
Envipco Annual Report 2025 53
Risks & Uncertainties
As a Dutch listed company, we operate in a dynamic environment characterized by economic
uncertainty, technological disruption, geopolitical developments, and evolving regulatory expectations.
Effective risk management and a clear articulation of our risk appetite are essential for achieving our
strategic objectives, safeguarding stakeholders’ interests, and ensuring long-term value creation. In
accordance with the DCGC, we provide our VOR, outlining our approach to identifying, assessing,
managing, and monitoring risks.
During the reporting year, Envipco continued to further mature and strengthen its risk management and
internal control framework. Management is of the view that the systems in place operated adequately
and in line with the Company’s defined risk appetite, while acknowledging that the internal control
environment remains an area of ongoing development and continuous improvement.
Risk management
The Company implemented a disciplined risk management framework at the start of 2025 designed to
identify, assess, and mitigate risks that could affect our strategy, operations, and long-term value
creation. The Board provides oversight of the Company’s risk governance, while the EMT and other
members of management conduct regular risk evaluations during the year to ensure that emerging risks
are monitored and addressed promptly. Our approach integrates:
• Continuous risk scanning, including assessment of likelihood, impact, and velocity.
• Alignment with the Company’s risk appetite, supporting informed strategic decision-making.
• Robust internal controls, specialized expertise, and selective use of qualified external advisers; and
• Strong governance expectations for employees, contractors, and third-party partners.
Risk owners by function and risk area are accountable for implementing preventive and corrective
measures, supported by regular reporting to management and the Board. This ensures that risk
management remains embedded in operational execution and strategic planning across all markets in
which Envipco operates.
Governance & responsibilities
Envipco’s risk management framework is supported by a clear governance structure that defines
responsibilities across the organization. The key roles and responsibilities are as follows:
• Board of Directors – The Board oversees the effectiveness of Envipco’s risk management and
internal control systems. It ensures that these systems remain aligned with the Company’s
strategic objectives and risk appetite, and that they support prudent, sustainable long‑term value
creation in line with the DCGC.
• Audit Committee – The Audit Committee is responsible and advises on the Company’s financial,
operational, and compliance risks. It supervises and monitors the effectiveness of internal controls,
the integrity of financial reporting, and the quality of risk‑related disclosures. It also provides
oversight of the external audit process and internal assurance activities.
• Management Team – The management team, including the EMT, owns and drives the risk
management process. This includes setting and operationalizing the risk appetite, allocating the
resources required for effective risk mitigation, and ensuring that controls are implemented and
embedded across operations and functions.
Envipco Annual Report 2025 54
• Compliance Function – The compliance function develops and maintains Envipco’s risk
methodologies, performs ongoing monitoring, provides independent challenge, and supports
transparent reporting. It ensures adherence to relevant regulatory, ethical, and corporate
governance standards.
• Internal Audit – Internal Audit provides independent assurance on the design and operating
effectiveness of governance, risk management, and internal control processes. Internal Audit’s
work supports continuous improvement and strengthens confidence in the Company’s control
environment.
Risk appetite
The Company’s risk appetite defines the level and type of risk it is willing to accept in pursuing its strategic
objectives. It provides a framework for management decision-making, supports the design and operation
of consistent internal controls, and is aligned with the Company’s overall risk management framework.
The Company’s risk appetite levels are derived from the Company’s risk assessment conducted in 2025
and were reviewed by the EMT and the Board as part of the annual risk governance process.
Risk Category
Risk Appetite
Explanation
Commercial &
Strategic Risks
Medium to high
Growth, innovation, and market expansion initiatives carry a
moderate level of acceptable risk, balanced with long-term value
creation.
Operational Risks
Low to medium
Operational continuity, product quality, cybersecurity, and talent
management are closely monitored, with low to moderate
tolerance.
Financial &
Compliance Risks
Low
Regulatory, environmental, and ethical compliance are non-
negotiable; zero tolerance for breaches; Financial stability, liquidity,
and exposure to market fluctuations are carefully managed.
Risk identification & assessment
Risks are identified and assessed using top-down strategic risk workshops and bottom-up business unit
input combined with regulatory monitoring, and data analytics. We have further a standardized
evaluation of impact, likelihood, velocity, and control maturity to generate a complete risk assessment for
the Company.
An overview of our principal risks, including risk appetite, likelihood, and potential impact, is presented in
the table below. Risk scores reflect the residual impact and likelihood ratings as assessed in the 2025
Company risk assessment, using the Company’s 3x3 risk matrix. No principal risks crystalized with material
financial effect in 2025. Delays in certain DRS deployments and related tenders and site deployments
were managed within our contingency parameters and did not alter the Company’s risk profile or going
concern assessment.
Risk Category
Risk Description
Risk Appetite
Likelihood
Impact
Commercial &
Strategic
Deposit Return Scheme Delays
Envipco’s revenue growth is closely linked to the timing of
new or expanded DRS. Changes in legislative timelines or
slower-than-expected market rollouts may delay
customer orders, extend working capital cycles, and
negatively impact on the return on investment of planned
deployments.
High
Medium
Medium
Envipco Annual Report 2025 55
Given the Company’s strategic exposure to DRS rollouts, a
higher level of residual risk is accepted. Management’s
risk appetite reflects a deliberate strategic trade-off,
supported by mitigation measures such as flexible
investment phasing, modular product design and close
engagement with regulators.
Strengthening and New Competitors
The DRS market continues to attract new entrants and
technological innovation, which could increase pricing
pressure, reduce margins, and slow market share gains.
Medium
Medium
Medium
Dependency on Limited Number of Large Customers
A portion of the Company’s revenue is derived from a
small number of large customers. This concentration
exposes Envipco to counterparty risk, volume volatility,
and potential renegotiation pressure.
Medium
Medium
Low
Operational
Cybersecurity and IT Security (ERP and Connected
Products)
Cyberattacks or vulnerabilities in the ERP system,
connected RVMs, or supporting IT infrastructure could
cause service interruption, data loss, regulatory exposure
(including GDPR), and reputational harm.
Low
Medium
High
Fragmented and Dated IT Systems
The Company’s current IT landscape includes legacy
systems and manual processes that increase the risk of
system failure, data inconsistencies, and errors in
accounting and reporting.
Low
Medium
Medium
Macroeconomic Conditions and Deglobalization
Broader macroeconomic pressures, including inflation,
interest rate volatility, supply-chain disruptions, and rising
energy costs—may affect demand and increase
operational costs.
Additionally, geopolitical tensions and deglobalization
trends may alter tariffs, supply routes, and component
availability. Increasing ESG reporting obligations creates
additional compliance burden.
Low
Medium
Low
Installed Product Quality Issues
Field performance issues, defects, or reliability concerns in
installed products may result in service delays, rework,
increased warranty costs, and delayed customer
payments.
Low
Medium
High
Retention of Key Personnel
Envipco’s growth depends on attracting and retaining
skilled personnel. Competition for technical, engineering,
operational, and sustainability-related talent remains
high.
Medium
Low
Low
Fraud Risk (Cash, Assets, and Financial Reporting)
Fraudulent activity involving cash, assets, or financial
reporting could result in financial losses, regulatory
breaches, and reputational harm.
None
Medium
Medium
Corruption and Bribery
Envipco operates across multiple jurisdictions and
engages with public authorities, distributors, and third-
None
Medium
High
Envipco Annual Report 2025 56
party agents, which exposes the Company to risks of
corruption, bribery, and other improper payments. Failure
to maintain effective anti-corruption controls, due
diligence over third parties, and employee training could
result in violations of applicable laws (including anti-
bribery and anti-corruption regulations), leading to
significant financial penalties, legal sanctions, debarment
from public tenders, and reputational damage.
Legal &
Regulatory
Regulatory and Compliance Risk
Envipco operates in 14 countries and is subject to diverse
and evolving legal, regulatory, and governance
requirements. Non-compliance could lead to penalties,
operational restrictions, or reputational harm.
Low
Medium
Medium
Commercial & strategic risks
Deposit return scheme delays
Envipco mitigates this risk by ensuring that RVMs are not built without committed customer order
coverage, supported by disciplined buy‑or‑build decision‑making processes. The Company has
standardized key components across its product portfolio to increase manufacturing flexibility and
reduce lead times. Capital expenditure is deployed in stages and only once relevant legislation has been
formally enacted, thereby limiting exposure to premature investment. Envipco also maintains the
capability to reallocate production capacity and field service resources across markets to optimize
utilization in response to shifting deployment timelines. In addition, the organization has intensified its
monitoring of policy developments and actively engages with industry stakeholders and regulators to
stay ahead of legislative changes and market roll‑out expectations.
Strengthening & new competitors
Envipco continues to focus on delivering differentiated technology, performance, and total
cost‑of‑ownership advantages to maintain a strong competitive position as the market evolves. The
Company applies targeted pricing governance and maintains strict commercial discipline to protect
margins and ensure sustainable win rates in tender processes. Envipco is also expanding its portfolio of
valued service offerings to enhance customer retention and strengthen long‑term account relationships.
In addition, the organization pursues selective partnerships, pilot programs, and co‑innovation initiatives
with strategic customers to reinforce key accounts and stay at the forefront of emerging industry
developments.
Dependency on a limited number of large customers
Envipco mitigates this risk by continuing to diversify its customer base across geographies and market
segments, thereby reducing exposure to revenue concentration from a limited number of large accounts.
The Company incorporates contractual safeguards—such as volume commitments and performance
protections—into major agreements to strengthen commercial resilience and reduce counterparty risk.
Where appropriate, Envipco makes use of credit‑insurance mechanisms to protect against potential
non‑payment exposure. In addition, the Company has reinforced its collections discipline and enhanced
its credit‑monitoring processes to identify emerging risks early and maintain robust cash‑flow
management.
Envipco Annual Report 2025 57
Operational risks
Cybersecurity and IT security (ERP & connected products)
Envipco mitigates this risk through ongoing system hardening, which includes continuous patching, the
application of multi‑factor authentication, and the enforcement of privileged‑access controls to reduce
the likelihood of cyber vulnerabilities being exploited. The Company operates a centralized Security
Information and Event Management environment that provides real‑time monitoring and alerting to
detect anomalies and respond promptly to potential threats. Tested incident‑response playbooks and
regular crisis‑management exercises are used to ensure organizational preparedness and to strengthen
the effectiveness of response protocols.
In addition, Envipco conducts routine backup and restore testing to safeguard the integrity and
availability of critical operational and personal data in the event of a system failure or cyber incident. The
Company also engages independent third parties to perform penetration testing and broader security
assessments, ensuring that emerging risks are identified and remediation measures are implemented
proactively.
Macroeconomic conditions and deglobalization
Envipco mitigates this risk through ongoing global monitoring of geopolitical and broader
macroeconomic indicators, enabling the Company to anticipate changes in demand patterns,
supply‑chain dynamics, and cost pressures as they emerge.
The Company employs flexible and diversified sourcing strategies to reduce dependence on individual
markets or suppliers and to safeguard operational continuity in the event of trade disruptions, tariff
changes, or shifts in global supply routes.
Envipco also undertakes forward compliance planning for ESG and sustainability reporting obligations,
ensuring that upcoming regulatory requirements—such as evolving CSRD‑aligned disclosures—are
integrated into internal processes in a timely and well‑structured manner.
Finally, scenario analysis is embedded into both operational and financial planning cycles, enabling
management to assess potential macroeconomic developments, test business‑model resilience, and
implement proactive adjustments when required.
Installed product quality issues
Envipco mitigates this risk by applying robust stage‑gate processes within its new product introduction
framework, ensuring that product designs undergo structured validation and approval steps before
release. This disciplined approach reduces the likelihood of defects entering the field and strengthens
product reliability. The Company also makes extensive use of field‑quality analytics, 8D methodologies,
and structured root‑cause analysis to systematically investigate issues, identify underlying failure modes,
and implement corrective and preventive actions. These practices support continuous improvement and
help reduce recurrence of problems with installed products. Envipco maintains strong warranty
governance and oversight, closely monitoring warranty trends, cost drivers, and service‑level
performance to ensure timely responses and to minimize financial exposure associated with
quality‑related incidents.
In addition, the Company adopted enhanced supplier qualification requirements, ensuring that
components and assemblies meet defined quality standards and that suppliers adhere to Envipco’s
expectations for consistency, traceability, and continuous improvement. These controls help prevent
upstream quality issues from impacting installed products.
Envipco Annual Report 2025 58
Retention of key personnel
Envipco mitigates this risk by actively leveraging the strong public interest in sustainability and the
growing relevance of DRS to position the Company as an attractive employer for mission‑driven
professionals. This enables Envipco to appeal to candidates motivated by environmental impact and
circular‑economy solutions. The Company maintains a robust pipeline of sustainability‑linked roles across
production, service, R&D, marketing, and sales, ensuring continuity of critical skills and strengthening its
capacity to grow and innovate in line with evolving market and regulatory expectations.
Envipco also offers a competitive employer value proposition centered on its culture, mission alignment,
and opportunities for professional growth, reinforcing its ability to attract and retain high‑caliber technical
and operational talent in a competitive labor market.
Finally, the Company supports long‑term organizational resilience through structured development and
succession planning for critical roles, ensuring that key capabilities, institutional knowledge, and
leadership capacity are retained and strengthened over time.
Fraud risk (cash, assets & financial reporting)
As Envipco continues to grow and scale its operations, management remains focused on the continuous
strengthening of the internal control and risk management framework, consistent with the Company’s
low risk appetite for financial and compliance risks and in line with the DCGC. Fraud risk may arise in
certain processes due to organizational scale, reliance on manual procedures, and the inherent
requirement for management judgment, including situations where segregation-of-duties constraints or
management override could occur.
During 2025, the Company applied a combination of preventive and detective control measures within its
internal control framework. Where full segregation of duties was not feasible due to the size of certain
local operations and maturity of the overall control environment, compensating controls such as
management review, secondary approvals, reconciliations and enhanced Finance oversight were
applied despite not being fully formalized yet. However, during 2025 these measures did not yet fully
mitigate the risks arising from segregation of duties constraints, resulting in increased susceptibility to
fraud risk in certain areas.
During 2025, additional steps were taken to further mature the control environment. These included the
phased implementation of a global banking platform, reinforcement of the Delegation of Authority
framework, and the formal expansion of the Internal Audit function. Towards the end of 2025, Internal
Audit commenced the structured design, planning and initial execution of independent reviews of
fraud-prone processes, with a risk‑based focus on cash management, asset safeguarding and financial
reporting. As part of this, Envipco engaged an external firm to perform procedures across its subsidiaries
aimed at reviewing selected fraud‑sensitive transactions and related controls. At year end, these activities
were not yet completed, and no formal reports had been issued; however, based on the procedures
performed to date, no indications of misconduct were identified.
The Company also supports a speak‑up culture through formal whistleblowing mechanisms, allowing
employees to report suspected misconduct confidentially and without fear of retaliation. Management
recognizes that fraud risk cannot be eliminated entirely. In 2026, management expects to further execute
the Internal Audit plan, formally receive and assess the outcomes of the external firm’s procedures, and
drive follow‑up on identified observations and deficiencies, including the completion of actions initiated in
2025. Progress on remediation and control improvements is expected to be monitored by management
and reported periodically to the Audit Committee, supporting continued oversight of fraud risks.
Envipco Annual Report 2025 59
Fragmented and dated IT systems
Envipco is mitigating this risk through the implementation of a new global ERP system across all locations,
which will progressively replace legacy platforms and manual processes. This multi‑year program,
expected to be completed by the end of 2027, is designed to create a unified system environment that
enhances data accuracy, enables the use of more system driven preventive controls as well as
harmonized detective controls, strengthens the reporting reliability, and reduces the likelihood of system
failure.
The Company is also strengthening data governance and advancing process standardization, ensuring
that core operational and financial procedures follow consistent definitions and controlled workflows
across all regions. These measures support better data quality and contribute to a more robust
internal‑control framework.
In addition, Envipco is undertaking a phased reduction of manual processes and legacy applications,
transitioning teams to modern, automated tools that improve efficiency, lower operational risk, and
reduce the administrative burden on finance and support functions.
Corruption and bribery
Envipco operates across multiple jurisdictions and business models, which exposes the Company to
anti-bribery and corruption (ABC) risk arising from interactions with customers, suppliers, third-party
intermediaries and public authorities. The level and nature of ABC risk varies by geography, including
operations in jurisdictions with lower corruption perception index scores, as well as markets subject to
more stringent anti-bribery legislation such as the US, the UK and France.
ABC risk also arises through direct and indirect engagement with government bodies, state-owned
entities, deposit return scheme operators and regulatory stakeholders, particularly in the context of
market entry, DRS implementation, permitting processes and regulatory approvals. These interactions are
recognized as inherently higher-risk and are subject to enhanced oversight.
Anti-corruption considerations are being embedded within key business processes, including contract
acquisition, customer acceptance and third-party onboarding. This includes the use of contractual
compliance clauses, integrity and third-party due-diligence procedures prior to entering new
relationships, segregation-of-duties controls and defined approval thresholds in accordance with the
Delegation of Authority framework.
In addition to established governance practices and the principles set out in the Code, ABC risk is actively
monitored through the Company’s enterprise risk management framework. This includes periodic
reassessment via EMT- and Board-level risk workshops, inclusion in the Company risk register, ongoing
management review, and escalation of issues to the EMT, the Audit Committee and the Board where
appropriate.
The Company supports a speak-up culture through formal whistleblowing mechanisms that enable
confidential reporting without fear of retaliation. During 2025, Internal Audit further strengthened its
involvement by performing reviews of anti-corruption controls and third-party compliance processes,
providing independent assurance as the ABC framework continues to mature.
Envipco Annual Report 2025 60
Legal & regulatory risks
Regulatory and compliance risk
Envipco mitigates regulatory and compliance risk through ongoing monitoring of political, legal, and
regulatory developments across all jurisdictions in which the Company operates, ensuring that emerging
obligations, legislative changes, and governance expectations are identified early and incorporated into
operational planning. The Company conducts periodic reassessments of compliance requirements
related to product safety, tax, employment, and governance, ensuring that policies, procedures, and
internal controls remain aligned with evolving national and international standards. These reassessments
support timely remediation of gaps and strengthen the overall compliance framework.
The Company has integrated risk identification, monitoring, and compliance updates into the EMT and
Board cycle, including structured mitigation reviews conducted during the February and October
risk‑workshop sessions. These sessions feed into the Company risk register and ensure that compliance
considerations remain embedded in strategic and operational decision‑making across the organization.
Regulatory and compliance oversight is further reinforced through direct Board involvement, including
formal responsibility for risk governance, approval of the Risk Management Framework and risk appetite,
and ongoing review of compliance‑related risks and mitigation plans. The Board actively challenges
management on the robustness of controls and ensures that disclosures meet regulatory expectations.
Envipco’s Internal Audit function provides independent assurance by testing compliance controls,
reviewing alignment with regulatory requirements, and monitoring remediation activities. This strengthens
control effectiveness and supports transparent reporting to the EMT, the Audit Committee, and the Board.
Envipco Annual Report 2025 61
Evaluation of the risk management system (VOR Statement)
Envipco continues to develop and formalize its risk management and internal control framework in line
with the Company’s growth, increasing organizational complexity and expanding regulatory and
reporting requirements. This framework is designed to identify, assess, manage and monitor the principal
risks relevant to the achievement of Envipco’s strategic, operational, financial reporting and compliance
objectives.
Since the second half of 2024, the framework has been systematically enhanced and further embedded
across the Company. In 2025, Envipco conducted its first formal, Company‑wide risk assessments,
applying a structured and risk‑based approach. These assessments form the basis for prioritizing risks,
defining mitigation measures and allocating ownership, and will continue to be expanded and refined in
2026 and subsequent years as part of the Company’s continuous improvement cycle.
In support of the continued development of its risk management and internal control framework, Envipco
established an Internal Audit function in the second half of 2024 and appointed a Director of Global
Control & Internal Audit in 2025. The Internal Audit function plays a key role in the ongoing evaluation of
the design and operating effectiveness of risk management and internal control systems, including the
review of fraud‑prone and other key processes. During the build‑up phase of the Internal Audit function,
external specialists have been engaged to perform internal audit procedures in selected areas,
complementing internal capabilities.
The outcomes of the initial risk assessments, internal process and control reviews, external reviews, and
other monitoring activities performed during 2025, indicate that, consistent with a rapidly growing
organization, control deficiencies and improvement areas were identified. These deficiencies related
primarily to the design of processes, the operating effectiveness of certain controls, and the further
formalization, documentation and consistent application of procedures across all entities and processes.
In particular, deficiencies were identified in elements of the financial reporting and consolidation
processes. These included the level of formalized documentation of transactions and reconciliations, the
consistent execution and evidence of review controls, the reliance on manual consolidation procedures
and the availability of an appropriate audit trail. These areas required enhanced management attention
and remediation during the year.
Envipco Annual Report 2025 62
During 2025, management initiated remediation actions through a formal improvement plan, including
enhanced monitoring, clearer allocation of responsibilities, additional review procedures and increased
involvement of Group Finance and Internal Audit. While significant progress was made during 2025, it had
not yet resulted in a fully mature or consistent internal control environment. As a result, the framework did
not yet provide the same level of assurance across all areas during 2025, in particular in relation to the
accuracy and documentation of financial reporting and consolidation processes.
Accordingly, in line with the DCGC, the Board states that:
• the Company’s risk management and internal control systems were assessed during the year and are
designed to provide reasonable assurance that principal strategic, operational, financial reporting and
compliance risks are identified and managed appropriately, considering the inherent limitations of any
system, the Company’s growth phase and the ongoing maturation of the framework;
• no material failings were identified that would require significant adjustments to the financial
statements, however, control deficiencies and areas for improvement were identified, particularly in
financial reporting and consolidation processes which are being actively remediated;
• management evaluated the effectiveness of the risk management and internal control systems
relating to reporting risks, including the processes supporting the preparation of the financial
statements, which also considered the covenant breach disclosed in Note 1 of this annual report;
• the Board concluded that it was justified to prepare the financial statements for 2025 on a
going‑concern basis considering the disclosures included in Note 1 of this annual report.
Looking ahead, management expects that the formal improvement plan initiated in 2025 will continue
into 2026, including further strengthening the design and operating effectiveness of controls, continued
formalization of procedures, and follow on findings from internal and external reviews. The improvement
plan will also address newly identified control deficiencies. Progress on remediation activities and
enhancements is expected to be monitored by management, Internal Audit and the Audit Committee,
supporting the continued development of the risk management and internal control framework in line
with Envipco’s long-term value creation objectives.
Envipco Annual Report 2025 63
Substantial shareholdings
The Dutch Financial Supervision Act (Wet op het financieel toezicht¸ or the FSA) imposes an obligation on
persons holding certain interests to disclose (inter alia) percentage holdings in the capital and/or voting
rights in the Company when such holdings reach, exceed or fall below 3, 5, 10, 15, 20, 25, 30, 40, 50, 60, 75
and 95 percent as a result of an acquisition or disposal by a person, or as a result of a change in the
Company’s total number of voting rights or capital issued.
The statutory obligation to disclose capital interest relates not only to gross long positions, but also to
gross short positions. Required disclosures must be made to the Dutch Authority for the Financial Markets
(AFM) without delay. The AFM then notifies the Company of such disclosures and includes them in a
register which is published on the AFM’s website. Furthermore, an obligation to disclose (net) short
positions is set out in the EU Regulation on Short Selling.
As of 31 December 2025, the ten largest shareholders controlled 46% of the total number of outstanding
shares. According to notifications made to the AFM as set out in the publicly accessible register
substantial holdings and gross short positions of the AFM at www.afm.nl, the following parties held a
substantial holding of at least 3% of the Company’s capital and/or voting rights as of 31 December 2025:
Holder
1
Shares
Votes
% Capital
% Voting rights
Bouri Family
2
8,923,803
8,923,803
13.5%
13.5%
G. Garvey
3
& family
7,351,980
7,351,980
11.1%
11.1%
Odin Fonder
5,915,155
5,915,155
9.0%
9.0%
DNB Asset Management
2,942,629
2,942,629
4.5%
4.5%
Lazard Freres Gestion
2,085,000
2,085,000
3.2%
3.2%
1) This table sets out the information on substantial holdings of each of the named parties based on the number of shares and
voting rights notified by them to the AFM as of the applicable notification dates indicated below. The number of shares or
voting rights as well as the percentage of shares or voting rights held by these parties at 31 December 2025 may be different.
2) Notification date 25 June 2024. The presented holding excludes the Bouri Family’s right to acquire 1,850,000 shares from
Mr. Gregory Garvey (at 31 December 2025, representing 2.79%) (see press release of 28 March 2023), which expires 28 March
2027. See additional information regarding the Bouri Family’s holding below. Two members of the Bouri family sold a total of
7,932,267 shares in a secondary offering in January 2025, equivalent to 13.74% of outstanding shares.
3) Notification date 15 March 2024. The presented holding includes 1,850,000 shares which are subject to the abovementioned
repurchase option of the Bouri Family.
Envipco Annual Report 2025 64
Bouri family shareholding and Bouri family voting agreement
The Company’s largest shareholding, historically held by Mr. Alexandre Bouri, is now held by members of
his direct family (the Bouri Family), including Mr. Maurice Bouri, who serves as a non-executive director on
the Board, and Mr. Mark Bouri, who previously acted as an advisor to the Board. Collectively, the Bouri
Family initially held 19,830,670 shares in the Company and rights to acquire an additional 1,850,000 shares.
Mr. Maurice Bouri and Mr. Mark Bouri each hold 2,974,601 shares and rights to acquire 277,500 shares.
In June 2024, one family member, L. Bouri, sold all shares owned in Envipco, totaling 2,974,600 shares, in a
secondary offering. In January 2025, two other family members, K.E. Bouri and V. Bouri Tamari, sold all
shares owned in Envipco, amounting to 4,957,667 shares and 2,974,600 shares, respectively, also in a
secondary offering. As of 31 December 2025, the three remaining Bouri Family shareholders, C.M.A. Bouri,
M. Bouri, and M.A. Bouri, are collectively holding 8,923,803 shares.
In relation to their collective shareholding in Envipco, the members of the Bouri Family are acting as a
concert group and have entered into an agreement to pursue a sustained joint policy. The Bouri Family
shareholdings as of 31 December 2025 are as follows:
Holder
Shares
Votes
% Capital
% Voting rights
Charles M.A. Bouri
2,974,601
2,974,601
4.5%
4.5%
Marc A. Bouri
2,974,601
2,974,601
4.5%
4.5%
Maurice A. Bouri
2,974,601
2,974,601
4.5%
4.5%
Total
8,923,803
8,923,803
13.5%
13.5%
Directors’ interest in the share capital
As of 31 December 2025, the following Board members held shares in the Company:
Holder
Shares
Votes
% Capital
% Voting Rights
G. Garvey
1
7,351,980
7,351,980
11.1%
11.1%
M. Bouri
1
2,974,601
2,974,601
4.5%
4.5%
E. Thorsen
212,500
212,500
0.3%
0.3%
S. Bolton
112,074
112,074
0.2%
0.2%
Envipco Annual Report 2025 65
Investor Relations and Shareholder Information
Envipco Holding N.V. shares are listed and freely traded on Euronext Amsterdam under the symbol ENVI
and Euronext Oslo Børs under the symbol ENVIP.
Stakeholder communications
Envipco recognizes and acknowledges the importance of having a continuous and transparent dialogue
with its stakeholders. The Company will seek to ensure that all stakeholders and market participants
receive relevant, accurate and precise information related to the Company in a prompt and timely
manner to ensure that the Company’s share price reflects its underlying values and future prospects. The
Investor Relations team strives to make itself available and meet with stakeholders, here under attend
and meet stakeholders at relevant conferences and investor road shows and host open presentations in
connection with its financial reporting, besides meeting requests for virtual meetings on an ongoing
basis.
Envipco’s Investor Relations policy is available on the Company’s website www.envipco.com/investors
under the Codes & Policies section and describes the guidelines under which the Company conducts its
stakeholder communications.
Financial publications including quarterly and annual reports, presentations and press releases are
published and made available on the company’s website www.envipco.com/investors.
The Envipco share
Envipco has 66,090,377 shares outstanding each with a nominal value of EUR 0.05. Envipco did not hold
any treasury shares as of 31 December 2025. The 2024 AGM granted the Board authorization to increase
the Company’s share count by up to 11,538,075 shares. The authorization is valid until 23 August 2026. In
September 2025 the Company conducted a private placement raising gross proceeds of NOK 630 million
from institutional investors by issuing 8,400,000 shares at NOK 75.
Share liquidity and performance
In 2025 Envipco’s share price declined from EUR 5.45 to EUR 5.40 on Euronext Amsterdam and increased
from NOK 64.0 to NOK 65.2 on Euronext Oslo. A total of 57.5 million Envipco shares were traded during 2025,
of which 49.3 million on Euronext Oslo and 8.1 million on Euronext Amsterdam. The total number of traded
shares increased 119% from 26.3 million in 2024.
Insider transactions
Envipco has published Insider Trading policy, made available on the Company's website under the Codes
& Policies section. Mandatory notifications are published according to market regulations and filed with
AFM.
Large shareholder notifications
As a Dutch company Envipco Holding N.V. is required to file according to AFM regulations. Shareholders
owning 3% or more of the issued capital of the Company must report this to the AFM promptly without
delay.
Envipco Annual Report 2025 66
Remuneration Report
This Remuneration Report reflects the provisions of EU Shareholder Rights
Directive that became effective in the Netherlands in 2019. Our non-
executive directors annually propose the remuneration of the individual
executive members of our Board to the AGM. Customary benefits are
provided to the executive director in line with respective industry and
country practice.
The short-term compensation of the executive director includes both fixed
and variable compensation, which is dependent upon the area of
individual responsibility, expertise, position experience, conduct and
performance. The variable component of up to 50% of base salary is
discretionary and dependent upon specific performance criteria such as
EBITDA and aligned with the long-term performance measure of the
Company and reviewed on an annual basis. There is no possibility of
reclaiming variable compensation. For 2025, in line with 2024 and 2023, the
variable compensation was based on specific performance measures
and goals including EBITDA, share price and market capitalization and
appropriate bonus based thereon was established. The LTIP was
implemented in 2023 as further explained below.
The Remuneration Policy for non-executive directors is based on peer
market groups similar to that used for executive management. Consistent
with the DCGC, the remuneration of the non-executive directors is not
dependent on the Company’s results. The non-executive chairman of the
Board is entitled to an annual remuneration of €50 thousand and each
other non-executive director is entitled to an annual remuneration of €30
thousand. In addition, non-executive directors receive fees for their
participation in Board committees. These consist of the following: Audit
Committee – Chair €6 thousand and members €4 thousand;
Remuneration Committee – Chair €5 thousand and members €3
thousand; and Nomination Committee – Chair €5 thousand and
members €3 thousand. These committee fees are included in the total
remuneration disclosed in the Remuneration Report.
Long-term incentive plan for executive management
The LTIP for executive management was approved and communicated in
2023, a so-called shadow share plan. Shadow shares represent the
conditional right to receive a performance-based bonus payment in cash.
The fair value of the liability as of the balance sheet date was determined
by reference to the fair value of each awarded shadow shares
(incorporating the strike price of the shadow shares and the fair value of
the ordinary shares of the Company), taking into account the estimated
outcome of applicable service and non-market performance conditions in
the number of shadow shares that is expected to vest. All participants are
required to remain in service until the end of the grant period.
Envipco Annual Report 2025 67
Remuneration report
The remuneration of the Board charged to the result in 2025 was €1,044 thousand (2024: €1,625
thousand), which can be specified as follows:
in € thousands
Fixed
Salary-Fee
Short-Term
Incentive
Plan
Fringe
Benefits
Pension
Cost
Long-Term
Incentive
Plan
Total
Proportion
Fixed and
Variable
2025
S. Bolton
1
442
162
147
75
-
826
80/20
G. Garvey
58
-
-
-
-
58
100/0
A.J. Aas
39
-
-
-
-
39
100/0
M. Bouri
2
17
-
-
-
-
17
100/0
A. Cormack
34
-
-
-
-
34
100/0
C. Gylche
3
34
-
-
-
-
34
100/0
E. Thorsen
4
35
-
-
-
-
35
100/0
Total
659
162
147
75
-
1,043
2024
S. Bolton
1
433
120
123
-
554
1,230
40/60
G. Garvey
50
-
-
-
-
50
100/0
A.J. Aas
30
-
-
-
-
30
100/0
M. Bouri
2
200
25
-
-
-
225
89/11
A. Cormack
30
-
-
-
-
30
100/0
C. Crepet
15
-
-
-
-
15
100/0
C. Gylche
3
15
-
-
-
-
15
100/0
E. Thorsen
4
30
-
-
-
-
30
100/0
Total
803
145
123
-
554
1,625
1) Mr. Bolton was an executive director on the Board from 1 July 2020 until his departure from Envipco on 30 April 2026.
2) Mr. Bouri acted as executive director on the Board until 5 August 2025, after which date he became a non-executive Board
member.
3) Ms. Gylche started as non-executive director on the Board member on 23 August 2024.
4) Mr. Thorsen has been a non-executive director on the Board member since 15 August 2023.
The fixed compensation of executive director is annually determined by the non-executive directors as
proposed by the Remuneration Committee. The variable compensation is based on the realization of set
targets and is approved by the non-executive directors. The variable compensation in 2025 for Simon
Bolton was €162 thousand (2024: €120 thousand) as Simon continued to grow the business, drove
leadership development, and continued to strengthen the foundation for future performance and control.
The variable compensation for Maurice Bouri has ended and he did not receive any variable
compensation over 2025 in his capacity of executive director (2024: €25 thousand). Mr. Bouri only
received the fixed fee in his capacity as a non-executive Board member.
As part of the LTIP, 450,000 shadow shares were granted to Simon Bolton on 1 January 2025. As Simon
Bolton has decided to leave the Company as of 30 April 2026, this plan has been terminated. See Note 9
for more details on the LTIP.
Envipco Annual Report 2025 68
Pension entitlements for Simon Bolton consist of €75 thousand (2024: €0). Fringe benefits consist of social
security and other costs paid by the employer €146 thousand (2024: €123 thousand). The comparative
information for 2024 has been updated to reflect full employer contributions.
In accordance with Best Practice Provision 3.4.1 of the DCGC, the Company discloses the pay ratio within
the Board. Given Envipco’s one‑tier board structure, and the fact that during the financial year 2025 the
Board comprised only one executive director, no internal pay ratio between executive directors can be
presented.
The pay ratio of the CEO in comparison with the average benefit cost per employee was 10 in 2025 (2024:
17). The pay ratio is calculated as total benefits paid, excluding Board compensation, to employees’
average benefit expense per employee for the year.
The table below shows the year-over-year change in remuneration of the Board members including the
change in EBITDA for those years:
2021
2022
2023
2024
2025
Executive members
S. Bolton
129%
(7%)
42%
54%
(33%)
Non-executive members
G. Garvey
(4%)
(2%)
10%
(9%)
16%
A.J. Aas
100%
100%
-
-
30%
A. Cormack
-
100%
100%
-
13%
C. Gylche
1
-
-
-
100%
127%
E. Thorsen
2
-
-
100%
100%
17%
M. Bouri
3
-
100%
950%
(29%)
(92%)
C. Crepet
25%
20%
-
(50%)
(100%)
T.J.M. Stalenhoef
10%
(67%)
(100%)
-
-
D. D’Addario
-
100%
(100%)
-
-
EBITDA
4
53%
(59%)
265%
54%
(94%)
Change in employee average compensation
(7%)
6%
(8%)
(2%)
(26%)
1) Ms. Gylche started as Board member on 23 August 2024.
2) Mr. Thorsen has been a non-executive director since 15 August 2023.
3) Mr. Bouri has been appointed as non-executive director on 5 August 2025, after two years being an executive director.
4) EBITDA, not being a defined performance measure in IFRS, is defined in the Other Information section of this report.
The Board considers the level and structure of the executive director’s remuneration to be appropriate
and in line with the Company’s remuneration policy, market practice and the responsibilities and
performance of the executive director.
Envipco Annual Report 2025 69
Board Responsibility Statement
The Company’s Board is responsible for the preparation of the annual report and the consolidated and
company financial statements for the financial year ended 31 December 2025, ensuring they provide a
true and fair view of the assets, liabilities and financial position. In fulfilling this responsibility, the Board has
established and maintained appropriate internal control and risk management systems relating to
financial reporting and has assessed the appropriateness of the going concern basis of accounting.
Annual declaration on internal risk management and control systems
Based on this Annual Report and in accordance with best practice provision 1.4.3 of the Dutch Corporate
Governance Code (as adopted on 20 December 2022, and effective as of 1 January 2023), and the Board
acknowledges that during the financial year 2025 the Company’s internal risk management and control
systems were applied and monitored in a developing control environment reflecting the Company’s
growth phase. During the year, management and the Board assessed the design and operation of the
systems, including those relevant to financial reporting and the management of principal strategic,
operational and compliance risks, as described in the Risks & Uncertainties section of this Annual Report.
Accordingly, the Board confirms that, to the best of its knowledge:
• the internal risk management and control systems provide reasonable assurance that financial
reporting does not contain material inaccuracies;
• with respect to operational and compliance risks, the internal risk management and control
systems, in conjunction with management oversight and monitoring activities, provided
reasonable assurance that these risks were identified, assessed and managed on a timely basis
during 2025, considering the Company’s growth phase and the maturity of the control
environment;
• no material failings were identified that would require significant adjustments to the financial
statements for 2025;
• the continuity of the Company has been assessed and it was concluded that it is justified to
prepare the financial statements for 2025 on a going‑concern basis, taking into account the
covenant breach and the related disclosures in Note 1 of this Annual Report;
• the Company’s improvement plan will be continued into 2026 to further strengthen the design
and operating effectiveness of controls and to further formalize procedures, including follow‑up on
findings from internal and external reviews and addressing newly identified risks and control
deficiencies, with progress monitored by management and reported periodically to the Audit
Committee.
The Board notes that the internal risk management and control systems are designed to provide
reasonable assurance, but cannot provide absolute assurance, that the Company will achieve its
objectives or that all risks, misstatements, errors, fraud or instances of non-compliance with laws and
regulations will be prevented or detected in a timely manner. These inherent limitations apply to any
system of internal control, particularly in a rapidly growing and evolving organization.
Envipco Annual Report 2025 70
Declarations
As required by section 5:25c paragraph 2(c) of the Dutch Financial Supervision Act, the Board members
hereby confirm that to the best of their knowledge:
• The financial statements 2025 of Envipco included in this Annual Report give a true and fair view of
the assets, liabilities, financial position and profit or loss of Envipco and its affiliated subsidiaries
included in the consolidation taken as a whole;
• The management report of Envipco gives a true and fair view of the position at the balance sheet
date, the development and performance of the business during the financial year 2025 and the
affiliated subsidiaries included in the consolidation together with a description of the principal risks
and uncertainties that Envipco faces.
Gregory Garvey, Chairman
Anne Jorun Aas, Non-Executive Director
Ann Cormack, Non-Executive Director
Charlotta Gylche, Non-Executive Director
Erik Thorsen, Non-Executive Director
Maurice Bouri, Non-Executive Director
José Matthijsse, Executive Director & CEO
Appointed 30 April 2026
Patrick Gierman, Executive Director & CFO
Appointed 30 April 2026
Envipco Annual Report 2025 71
General Meetings of Shareholders and voting rights
An AGM is to be held within six months of the end of every financial year. The main purpose of the AGM is
to decide on matters as specified the Company’s Articles of Association and under Dutch law, such as the
adoption of the financial statements and the discharge of the executive and non-executive members of
the Board of their respective executive and non-executive duties. Extraordinary General Meetings of
Shareholders are held if the Board or any of its members deem it necessary.
An AGM shall be convened at least 42 days before the day of the meeting. The notice convening any AGM
shall contain an agenda indicating the items for discussion included therein. The notice for convening the
AGM shall mention the registration date and the manner in which the persons with meeting rights at the
AGM may procure their registration and the way they may exercise their rights. The registration date is the
twenty-eighth day prior to the date of the AGM.
Every shareholder may attend, speak at and vote at the AGM. Decisions of the AGM are taken by a
majority of three/fourths of the votes validly cast, except where Dutch law or the Company’s Articles of
Association provide for a special or greater majority.
Future expectations
In line with applicable reporting requirements and to the extent that this does not conflict with the
Company’s vital interests, the Board provides the following overview of expected developments.
Capital expenditures
The Company expects continued capital expenditures focused primarily on product development,
technology platform enhancements, and manufacturing and IT infrastructure. Capital investment
priorities include further development of modular RVM platforms, selective tooling and production
capacity investments, and continued progress in digitalization and ERP implementation.
Financing
Envipco expects to finance its operations and strategic initiatives through a combination of operating
cash flows, existing financing arrangements and, where appropriate, capital market instruments. During
2025, the Company strengthened its balance sheet through a private placement. The Board continuously
Envipco Annual Report 2025 72
monitors the Company’s liquidity position, access to financing and covenant compliance, and considers
additional financing options if required to support growth and market expansion.
Staffing
As the organization continues to scale, Envipco anticipates a gradual increase in staffing in selected
areas, particularly in engineering, operations, market development and finance. Continued investments in
organizational capacity, internal controls and governance functions are considered critical to support
sustainable growth and compliance with increased regulatory requirements.
Conditions affecting revenue and profitability
The development of Envipco’s revenue and profitability is dependent on several external and internal
factors, including the timing and pace of new and expanded DRS rollouts, customer order intake,
successful execution of projects, competitive market dynamics, and the Company’s ability to manage
costs, supply chains and pricing. Profitability is further influenced by operating leverage, efficiency gains,
and the mix of products and services delivered across markets.
Decree Article 10 EU Takeover Directive
Pursuant to the Implementing Decree of 5 April 2006 relating to Article 10 of Directive 2004/25/EC on
takeover bids, Envipco includes the following explanatory notes:
• The Company’s share capital consists solely of ordinary shares. As of 31 December 2025, Envipco
had issued 66,090,377 ordinary shares.
• The Board is authorized to issue shares and grant rights to subscribe for shares only to the extent
such authority has been delegated by the AGM and within the limits set by such delegation. The
AGM may further authorize the Board to exclude or limit statutory pre-emptive rights. The
acquisition by the Company of its own shares is permitted only pursuant to an authorization
granted by the AGM, in accordance with Article 2:98 of the Dutch Civil Code.
• The Articles of Association do not provide for any limitation on the transferability of the shares, and
there are no restrictions on voting rights. Each share carries one vote. No securities with special
control rights have been issued, and no agreements exist that may restrict the transfer of shares
or the exercise of voting rights.
Envipco Annual Report 2025 73
• Significant direct and indirect shareholdings are set out in this report under the section
“Substantial holdings.”
• As of 31 December 2025, the Bouri Family held 13.5% (31 December 2024: 29.22%) of the Company’s
shares. The members of the Bouri Family act in concert pursuant to a voting agreement within the
meaning of section 5:45(5) of the FSA. The Bouri Family is exempt from the mandatory offer
obligation of section 5:70 of the FSA pursuant to section 5:71(1)(g) of the FSA. Further details are
provided under “Bouri Family shareholding and Bouri Family Voting Agreement.”
• Envipco does not operate any employee share scheme in which control rights are not exercised
directly by the employees.
• The Company entered into financing arrangements that contain customary change-of-control
provisions. In the event of a change of control following a public offer within the meaning of
section 5:70 of the FSA, such provisions may entitle lenders to cancel commitments and require
early repayment of outstanding amounts. Other than these financing arrangements, the
Company is not a party to any material agreements that come into effect, are amended or are
terminated due to a change of control following such a public offer
Unless otherwise specified by the Articles of Association, resolutions of the AGM are adopted by a majority
of three-fourths (75%) of the votes cast.
• The AGM shall appoint the members of the Board and may at any time suspend or remove any
member of the Board. The non-executive members of the Board shall determine the remuneration
and the terms and conditions of employment for the executive director separately. The
remuneration for the non-executive members of the Board shall be determined by the AGM.
• The AGM may resolve to amend the Articles of Association.
• The issue of new shares or granting of rights to subscribe for shares shall be by a resolution of the
AGM or by the Board if the Board has been designated as the body with this power by a resolution
of the AGM, for a period not exceeding five years. On 23 August 2024 the AGM delegated its powers
to issue shares or grant rights to subscribe for shares and to exclude pre-emptive rights in relation
thereto to the Board up to a maximum of 20% of the number of outstanding shares on 23 August
2024 (i.e. up to 11,538,075 Shares).
• The Company is entitled to buy back fully paid-up shares in its own share capital for
consideration, with due observance of Article 2:98 of the Dutch Civil Code. As per Article 2:98 of the
Dutch Civil Code, a buy-back of shares is only possible if the AGM has authorized the Board for this
purpose. This authorization is valid for a maximum of eighteen months. On the date of this report,
there is no such authorization outstanding.
Envipco Annual Report 2025 74
Financial Statements
Consolidated Statement of Comprehensive Income 75
Consolidated Statement of Financial Position 76
Consolidated Statement of Cash Flow 77
Consolidated Statement of Changes in Equity 78
Notes to the Consolidated Financial Statements 79
Envipco Annual Report 2025 75 Consolidated Statement of Comprehensive Income | |||
in € thousands | Note | 2025 | 2024 |
Revenues | (6) | ||
Cost of sales | (9, 14 & 17) | ( | ( |
Gross Profit | |||
Selling and distribution expenses | ( | ( | |
General and administrative expenses | ( | ( | |
Research and development expenses | ( | ( | |
Operating Expenses | (8) | ( | ( |
Other income and expenses | (8) | ||
Operating Profit/(Loss) | ( | ||
Financial expense | (10) | ( | ( |
Financial income | (10) | ||
Profit/(Loss) before Tax | ( | ||
Income taxes | (11) | ( | ( |
Net Profit/(Loss) | ( | ( | |
Other Comprehensive Income to Be Reclassified to Profit | |||
or Loss in Subsequent Periods | |||
Exchange differences on translating foreign operations | ( | ||
Total Comprehensive Income/(Loss) | ( | ( | |
Profit Attributable to: | |||
Owners of the parent | ( | ( | |
Non-controlling interests | ( | ( | |
Total Profit/(Loss) for the Period | ( | ( | |
Total Comprehensive Income/(Loss) Attributable to: | |||
Owners of the parent | ( | ( | |
Non-controlling interests | ( | ( | |
( | ( | ||
Number of weighted average shares used for calculations of EPS | |||
Earnings/(loss) per share for profit attributable to the ordinary equity holders of the parent during the period | |||
- Basic (euro) | (12) | ( | ( |
- Fully diluted (euro) | (12) | ( | ( |
The Notes to the financial statements in this report are an integral part of these consolidated financial statements.
Envipco Annual Report 2025 76 Consolidated Statement of Financial Position | |||
in € thousands | Note | 2025 | 2024 |
Assets | |||
Non-current assets | |||
Intangible assets | (13) | ||
Property, plant and equipment | (14) | ||
Financial assets | (15) | ||
Deferred tax assets | (16) | ||
Total non-current assets | |||
Current assets | |||
Inventory | (17) | ||
Trade and other receivables | (18) | ||
Cash and cash equivalents | (19) | ||
Total current assets | |||
Total assets | |||
Equity | |||
Share capital | (20) | ||
Share premium | (20) | ||
Translation reserves | (20) | ||
Legal reserves | (20) | ||
Retained earnings | (20) | ( | ( |
Equity attributable to owners of the parent | |||
Non-controlling interests | |||
Total equity | |||
Liabilities | |||
Non-current liabilities | |||
Borrowings | (21) | ||
Lease liabilities | (21) | ||
Other liabilities | (21) | ||
Provisions | (22) | ||
Deferred tax liability | (16) | ||
Total non-current liabilities | |||
Current liabilities | |||
Borrowings | (21) | ||
Trade creditors | (5) | ||
Accrued Expenses, Deferred revenue and Other current liabilities | (24) | ||
Provisions | (22) | ||
Lease liabilities | (21) | ||
Tax and social security | (24) | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
The Notes to the financial statements in this report are an integral part of these consolidated financial statements.
Envipco Annual Report 2025 77 Consolidated Statement of Cash Flow | |||
in € thousands | Note | 2025 | 2024 |
Cashflow from operating activities | |||
Operating results | ( | ||
Adjustment for: | |||
Amortization | (13) | ||
Depreciation | (14) | ||
Changes in: | |||
Changes in trade and other receivables | ( | ||
Changes in inventories | ( | ||
Changes in provisions | ( | ( | |
Changes in trade and other payables | ( | ( | |
Changes in deferred revenue | ( | ||
Cash generated from operations | ( | ( | |
Interest received | |||
Interest paid | ( | ( | |
Income taxes paid | ( | ( | |
Net cash flow from operating activities | ( | ( | |
Investing activities | |||
Development expenditure, patents | (13) | ( | ( |
Investments in property, plant & equipment | (14) | ( | ( |
Acquisitions, net of cash acquired | (13) | ( | |
Net cash flow used in investing activities | ( | ( | |
Financial activities | |||
Proceeds of share issue | (20) | ||
Changes in borrowings – proceeds | (21) | ||
Changes in borrowings – repayments | (21) | ( | ( |
Changes in lease liabilities | ( | ( | |
Net cash flow from financing activities | |||
Net increase/(decrease) in cash and cash equivalents | |||
Opening position | |||
Foreign currency differences on cash and cash | ( | ||
equivalents | |||
Total closing balance in cash and cash equivalents | (19) |
The Notes to the financial statements in this report are an integral part of these consolidated financial statements.
Envipco Annual Report 2025 78 Consolidated Statement of Changes in Equity | ||||||||
Non- | ||||||||
Trans- | Control- | |||||||
Share | Share | lation | Legal | Retained | ling | Total | ||
in € thousands | Capital | Premium | Reserve | Reserve | Earnings | Total | Interests | Equity |
Balance at 1 January 2024 | ( | |||||||
Changes in equity for 2024 | ||||||||
Net profit/(loss) for the year | ( | ( | ( | ( | ||||
Other comprehensive income | ||||||||
- Currency translation | ||||||||
Total comprehensive income for the period | ( | ( | ( | ( | ||||
Share issue | ||||||||
Legal reserve | ( | |||||||
Balance at 31 December | ( | |||||||
2024 | ||||||||
Changes in equity for 2025 | ||||||||
Net profit/(loss) for the year | ( | ( | ( | |||||
Other comprehensive income | ||||||||
- Currency translation | ( | ( | ( | |||||
Total comprehensive income for the period | ( | ( | ( | ( | ||||
ended 31 December 2025 | ||||||||
Share issue | ||||||||
Legal reserve | ( | |||||||
Balance at 31 December | ( | |||||||
2025 |
The Notes to the financial statements in this report are an integral part of these consolidated financial statements.
Envipco Annual Report 2025 79
Notes to Consolidated Financial Statements
Envipco Annual Report 2025 80
2025 | 2024 | ||
Company equity | in € millions | 103.5 | 65.2 |
EBITDA 1 | in € millions | 1.1 | 11.9 |
Gross working capital 2 | in € millions | 58.9 | 63.2 |
Solvency ratio 3 | % | 69 | 39 |
Liquidity ratio 4 | 2.5 | 1.8 | |
Debt service coverage 5 | 0.1 | 1.4 | |
Net debt 1 / EBITDA 1 | (36.1) | (0.3) |
Envipco Annual Report 2025 81
Envipco Annual Report 2025 82
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
• In the principal market for the asset or liability or;
• In the absence of a principal market, in the most advantageous market for the asset or liability.
Envipco Annual Report 2025 83
Envipco Annual Report 2025 84
Envipco Annual Report 2025 85
Envipco Annual Report 2025 86
Subsidiary | Location | % Ownership |
Envipco Automaten GmbH, | Westerkappeln, Germany | 100% |
Environmental Products Corporation | Delaware, US | 99.85% |
Envipco Pickup & Processing Services Inc. | Delaware, US | 99.85% |
Environmental Products Recycling Inc. | Delaware, US | 99.85% |
Envipco N.D. Inc. | Delaware, US | 99.85% |
Envipco Solutions SRL | Alba Iulia, Romania | 100% |
Envipco Hellas SA | Athens, Greece | 100% |
Envipco Europe B.V. | Amersfoort, The Netherlands | 100% |
Envipco Sweden A.B. | Borlange, Sweden | 100% |
Envipco (UK) Limited | London, United Kingdom | 100% |
Envipco Ireland Limited | Dublin, Republic of Ireland | 100% |
Envipco Portugal Unipessoal LDA | Lisbon, Portugal | 100% |
Envipco Hungary Kft | Budapest, Hungary | 100% |
Envipco France SA | Paris, France | 100% |
Envipco Slovakia sro | Bratislava, Slovakia | 100% |
Envipco A.S. | Oslo, Norway | 100% |
Envipco Poland Sp. z o.o. | Warsaw, Poland | 100% |
Sensibin Limited | Dublin, Ireland | 100% |
Envipco Principal B.V. | Amersfoort, The Netherlands | 100% |
Envipco Annual Report 2025 87
Envipco Annual Report 2025 88
Envipco Annual Report 2025 89
Envipco Annual Report 2025 90
Envipco Annual Report 2025 91
Envipco Annual Report 2025 92
Envipco Annual Report 2025 93
Envipco Annual Report 2025 94
Envipco Annual Report 2025 95
Asset Type | Depreciation Period |
Buildings | 40 years |
Plant & machinery | 4-7 years |
RVMs | 4-7 years |
Vehicles & equipment | 3-5 years |
Envipco Annual Report 2025 96
Envipco Annual Report 2025 97
Envipco Annual Report 2025 98
Envipco Annual Report 2025 99
• Note 3 - estimating the fair value of the contingent consideration liability;
Envipco Annual Report 2025 100
Envipco Annual Report 2025 101
2025 | 2024 | |||
Location | Trade receivable | Location | Trade receivable | |
Customer 1 | Romania | 20% | Romania | 17% |
Customer 2 | Hungary | 8% | Hungary | 7% |
Customer 3 | Greece | 8% | Greece | 7% |
Others | - | 64% | - | 69% |
Total | 100% | 100% |
in € thousands | Current | Non-current | >30 Days | >60 Days | >90 Days | Total |
2025 | ||||||
Europe | 12,090 | 2,453 | 199 | 476 | 3,010 | 18,228 |
United States | 6,073 | - | 1,879 | 694 | 83 | 8,729 |
Total | 18,163 | 2,453 | 2,078 | 1,170 | 3,093 | 26,957 |
2024 | ||||||
Europe | 13,203 | - | 4,076 | 1,136 | 8,995 | 27,410 |
United States | 6,749 | - | 1,473 | 446 | 296 | 8,964 |
Total | 19,952 | - | 5,549 | 1,582 | 9,291 | 36,374 |
Envipco Annual Report 2025 102
in € thousands | In 1 Year | 1-2 Years | 2-5 Years | > 5 Years | Total |
2025 | |||||
Borrowings | 17,103 | 618 | 1,082 | - | 18,803 |
Lease liabilities | 2,378 | 1,697 | 2,057 | 1,526 | 7,658 |
Trade creditors | 15,110 | - | - | - | 15,110 |
Accrued expenses | 3,385 | - | - | - | 3,385 |
Other liabilities | 3,226 | 530 | - | - | 3,757 |
Total | 41,202 | 2,845 | 3,140 | 1,527 | 48,713 |
2024 | |||||
Borrowings | 20,270 | 3,202 | 5,968 | - | 29,440 |
Lease liabilities | 2,137 | 1,787 | 2,463 | 2,423 | 8,810 |
Trade creditors | 16,506 | 11 | - | - | 16,517 |
Accrued expenses | 6,779 | - | - | - | 6,779 |
Other liabilities | 2,834 | 4,203 | 320 | - | 7,357 |
Total | 48,526 | 9,203 | 8,751 | 2,423 | 68,903 |
Envipco Annual Report 2025 103
Envipco Annual Report 2025 104
2025 | 2024 | |||||||
North | North | |||||||
in € thousands | Europe | America | Corporate | Total | Europe | America | Corporate | Total |
Revenues | ||||||||
Sale & installation | 48,949 | 5,013 | - | 53,962 | 74,119 | 3,400 | - | 77,519 |
of goods 1 | ||||||||
Pick-up & | ||||||||
processing | - | 9,058 | - | 9,058 | - | 9,421 | - | 9,421 |
services 2 | ||||||||
Service revenue 2 | 6,667 | 16,582 | - | 23,249 | 5,449 | 17,797 | - | 23,246 |
Leasing revenue 2 | 432 | 3,647 | - | 4,079 | 135 | 3,693 | - | 3,828 |
Total | 56,048 | 34,300 | - | 90,348 | 79,703 | 34,311 | - | 114,014 |
Net Results | (3,740) | (183) | (6,804) | (10,727) | 9,363 | (6,379) | (5,960) | (2,976) |
EBITDA 3 | 3,396 | 3,009 | (5,269) | 1,136 | 16,452 | (695) | (3,860) | 11,897 |
Depreciation & | 4,439 | 2,413 | 1,895 | 8,746 | 2,758 | 3,454 | 1,983 | 8,195 |
Amortization | ||||||||
Total assets | 73,923 | 28,804 | 57,233 | 159,960 | 82,317 | 33,408 | 20,173 | 135,898 |
Total liabilities | 22,948 | 11,397 | 22,155 | 56,500 | 30,399 | 22,308 | 17,966 | 70,673 |
Envipco Annual Report 2025 105
2025 | ||||
Program Services | ||||
in € thousands | RVM revenue | revenue | Total revenue | Operating results |
Envipco Solutions SRL | 39,672 | 3,686 | 43,358 | 6,142 |
Environmental Products Corp. | 8,115 | 29,287 | 37,402 | 596 |
Envipco Europe B.V. 1 | 11,801 | 347 | 12,148 | 3,134 |
Envipco Hellas SA | 2,953 | - | 2,953 | (1,457) |
Envipco Automaten GmbH | 12,258 | 239 | 12,497 | (1,886) |
Other | 8,803 | 3,102 | 11,905 | (13,668) |
Intercompany elimination | (29,640) | (275) | (29,915) | (471) |
Total | 53,962 | 36,386 | 90,348 | (7,610) |
2024 | ||||
Program Services | ||||
in € thousands | RVM revenue | revenue | Total revenue | Operating results |
Envipco Solutions SRL | 46,749 | 3,036 | 49,785 | 9,695 |
Environmental Products Corp. | 12,122 | 30,912 | 43,034 | (4,082) |
Envipco Europe B.V. 1 | 28,017 | 63 | 28,080 | 3,879 |
Envipco Hellas SA | 19,139 | - | 19,139 | 2,993 |
Envipco Automaten GmbH | 18,591 | 181 | 18,772 | (765) |
Other | 11,792 | 2,633 | 14,425 | (9,535) |
Intercompany elimination | (58,891) | (330) | (59,221) | 1,517 |
Total | 77,519 | 36,495 | 114,014 | 3,702 |
Envipco Annual Report 2025 106
2025 | 2024 | |||||
BDO Audit & | Other | BDO Audit & | Other | |||
in € thousands | Assurance B.V. | Network | Total | Assurance B.V. | Network | Total |
Audit fee of financial | 932 | 387 | 1,319 | 576 | 433 | 1,009 |
statements | ||||||
Other assurance services 1 | 1 | - | 1 | 37 | - | 37 |
Total | 933 | 387 | 1,320 | 613 | 433 | 1,046 |
in € thousands | 2025 | 2024 | |
Employee benefit expenses | Note 9 | 21,099 | 19,931 |
Professional and legal expenses | 5,862 | 6,745 | |
Office, IT and Insurance expenses | 4,286 | 2,874 | |
Amortization expenses | Note 13 | 3,053 | 2,424 |
Marketing and travel expenses | 2,021 | 1,850 | |
Depreciation expenses | Note 14 | 2,225 | 1,751 |
Other personnel related expenses | 983 | 851 | |
Research and Development expenses (excl. personnel) | 467 | 643 | |
Other operating expenses | 1,827 | 1,606 | |
Total | 41,823 | 38,675 |
in € thousands | 2025 | 2024 |
Fee for cancellation and resale of UK inventory | - | 246 |
Sensibin contingent consideration – fair value gain/(loss) | 4,000 | (258) |
Other | 44 | 50 |
Total | 4,044 | 38 |
Envipco Annual Report 2025 107 | |
in € thousands | 2025 | 2024 |
Cost of sales | 10,249 | 10,404 |
Total cost of sales | 10,249 | 10,404 |
General and administrative expenses | 12,492 | 15,284 |
Selling and distribution expenses | 3,402 | 1,864 |
Research and development expenses | 5,205 | 2,783 |
Total operating expenses | 21,099 | 19,931 |
Total employee benefit expense | 31,348 |
2025 | 2024 | |
Salaries and wages | 26,957 | 26,198 |
Social Security | 3,132 | 2,218 |
Pension expenses | 1,128 | 1,002 |
Long-term compensation plan | 131 | 917 |
Total | 31,348 | 30,335 |
Envipco Annual Report 2025 108
Short-Term | Long-Term | Proportion | |||||
Incentive | Fringe | Pension | Incentive | Fixed and | |||
Plan | Benefits | Cost | Plan | Total | Variable | ||
2025 | |||||||
2025 | |||||||
S. Bolton 1 | 442 | 162 | 147 | 75 | - | 826 | 80/20 |
G. Garvey | 58 | - | - | - | - | 58 | 100/0 |
A.J. Aas | 39 | - | - | - | - | 39 | 100/0 |
M. Bouri 2 | 17 | - | - | - | - | 17 | 100/0 |
A. Cormack | 34 | - | - | - | - | 34 | 100/0 |
C. Gylche 3 | 34 | - | - | - | - | 34 | 100/0 |
E. Thorsen 4 | 35 | - | - | - | - | 35 | 100/0 |
Total | 659 | 162 | 147 | 75 | - | 1,043 | |
2024 | |||||||
S. Bolton 1 | 433 | 120 | 123 | - | 554 | 1,230 | 40/60 |
G. Garvey | 50 | - | - | - | - | 50 | 100/0 |
A.J. Aas | 30 | - | - | - | - | 30 | 100/0 |
M. Bouri 2 | 200 | 25 | - | - | - | 225 | 89/11 |
A. Cormack | 30 | - | - | - | - | 30 | 100/0 |
C. Crepet | 15 | - | - | - | - | 15 | 100/0 |
C. Gylche 3 | 15 | - | - | - | - | 15 | 100/0 |
E. Thorsen 4 | 30 | - | - | - | - | 30 | 100/0 |
Envipco Annual Report 2025 109
Shadow shares | Shares | Performance | |||
awarded | granted | Strike price | Grant date | Vesting date | conditions |
3-Year Grant 2022 | 600,000 | €1.60 | 14 July 2023 | 31 December 2024 | 2022-2024 |
5-Year Grant 2022 | 150,000 | €1.80 | 14 July 2023 | 31 December 2026 | 2022-2025 |
5-Year Grant 2023 | 500,000 | €3.20 | 14 July 2023 | 31 December 2027 | 2023-2026 |
3-Year Grant 2025 | 450,000 | €5.65 | 3 July 2025 | 31 December 2027 | 2025-2027 |
4-Year Grant 2025 | 225,000 | €5.65 | 3 July 2025 | 31 December 2028 | 2025-2028 |
Total | 1,925,000 |
Envipco Annual Report 2025 110
in whole number of | 3-Year Grant | 5-Year Grant | 5-Year Grant | 3-Year Grant | 4-Year Grant | |
shares | 2022 | 2022 | 2023 | 2025 | 2025 | Total |
Grant date | 14 July 2023 | 14 July 2023 | 14 July 2023 | 3 July 2025 | 3 July 2025 | |
Unvested at 1 January 2025 | - | 75,000 | 250,000 | - | - | 325,000 |
Granted | - | - | - | 450,000 | 225,000 | 675,000 |
Forfeited | - | - | (125,000) | (450,000) | - | (575,000) |
Reassessed | - | - | - | - | (56,250) | (56,250) |
Vested | - | - | - | - | - | - |
Unvested at 31 December 2025 | - | 75,000 | 125,000 | - | 168,750 | 368,750 |
Envipco Annual Report 2025 111
Liability at | Expense recognized | Pay out during | Liability at 31 | ||
in € thousands | Grant date | 1 January 2025 | in profit or loss | 2025 | December 2025 |
3-Year grant 2022 | 14 July 2023 | 770 | - | (385) | 385 |
5-Year grant 2022 | 14 July 2023 | 163 | 69 | - | 232 |
5-Year grant 2023 | 14 July 2023 | 237 | (44) | - | 193 |
3-year grant 2025 | 3 July 2025 | - | - | - | - |
4-year grant 2025 | 3 July 2025 | - | 106 | - | 106 |
Total | 1,170 | 131 | (385) | 916 |
in € thousands | 2025 | 2024 |
Interest expenses | (2,790) | (1,883) |
Interest income | 226 | 75 |
Exchange (losses)/gains | 201 | (1,179) |
Net finance cost | (2,363) | (2,987) |
Envipco Annual Report 2025 112
in € thousands | 2025 | 2024 | ||
Profit/(loss) before tax | (9,974) | 715 | ||
Taxation (charge)/credit – statutory rate | 25.8% | 2,573 | 25.8% | (184) |
Tax (charge) credit for different statutory tax rates on foreign | (277) | 113 | ||
subsidiaries | ||||
Non-deductible expenses/other | 8 | 513 | ||
Recognition of previously unrecognized tax losses and deductible | 92 | 998 | ||
temporary difference | ||||
Effect of current year losses for which no deferred tax asset has been recognized or cannot be realized anymore | (3,082) | (3,062) |
Release of previously recognized deferred taxes on loss carry | ||||
forwards | - | (1,579) | ||
Realization of carry forward losses | 98 | (267) | ||
Prior year adjustment | (75) | (11) | ||
State tax | (88) | (212) | ||
Effective income tax | -7,5% | (753) | 516.4% | (3,691) |
in € thousands | 2025 | 2024 |
Current | (851) | (1,781) |
Deferred | 98 | (1,910) |
in € thousands | 2025 | 2024 |
Numerator | ||
(Loss)/earnings used in basic and diluted EPS | (10,727) | (2,976) |
Denominator | ||
Weighted average number of shares used in basic and diluted EPS (x1000) | 59,923 | 56,507 |
Envipco Annual Report 2025 113
Patents, | ||||||
Licenses & | Development | Acquired | ||||
Concessions | Software | Costs | Technology | Total | ||
At 1 January 2024 | ||||||
Cost | 161 | 1,400 | 1,189 | 16,552 | - | 19,302 |
Acc. amortization and impairment | - | (1,232) | (72) | (8,828) | - | (10,132) |
Net carrying amount | 161 | 168 | 1,117 | 7,724 | - | 9,170 |
Changes to net carrying | ||||||
amount in 2024 | ||||||
Additions | - | 36 | 562 | 949 | 6,643 | 8,190 |
Disposals - cost | - | - | - | (2,146) | - | (2,146) |
Disposals - amortization | - | - | - | 2,146 | - | 2,146 |
Impairment | - | (28) | - | - | - | (28) |
Amortization | - | (70) | (242) | (1,601) | (511) | (2,424) |
Currency translation | 10 | 7 | - | - | - | 17 |
Total changes in 2024 | 10 | (55) | 320 | (652) | 6,132 | 5,755 |
At 31 December 2024 | ||||||
Cost | 171 | 1,443 | 1,751 | 15,355 | 6,643 | 25,363 |
Acc. amortization and impairment | - | (1,330) | (314) | (8,283) | (511) | (10,438) |
Net carrying amount | 171 | 113 | 1,437 | 7,072 | 6,132 | 14,925 |
Changes to net carrying | ||||||
amount in 2025 | ||||||
Additions | - | 39 | 755 | 1,471 | - | 2,266 |
Disposals – cost | - | (28) | (2) | - | - | (30) |
Disposals – amortization | - | - | - | - | - | - |
Impairment | - | - | - | - | - | - |
Amortization | - | (85) | (336) | (1,303) | (1,329) | (3,053) |
Currency translation | (20) | (5) | - | - | - | (25) |
Total changes in 2025 | (20) | (80) | 417 | 168 | (1,329) | (842) |
At 31 December 2025 | ||||||
Cost | 151 | 1,450 | 2,503 | 16,826 | 6,643 | 27,573 |
Acc. amortization and impairment | - | (1,416) | (649) | (9,586) | (1,839) | (13,490) |
Net carrying amount | 151 | 34 | 1,854 | 7,239 | 4,804 | 14,082 |
Envipco Annual Report 2025 114
in € thousands | 2025 | 2024 |
General and administrative expenses | 3,053 | 2,424 |
Total amortization expenses | 3,053 | 2,424 |
Envipco Annual Report 2025 115
Envipco Annual Report 2025 116
in € thousands | 2024 |
Acquired technology | 6,643 |
Property, plant and equipment | 6 |
Trade and other receivables | 139 |
Cash and cash equivalents | 34 |
Trade creditors and accrued expenses | (53) |
Net assets acquired | 6,769 |
Revaluation contingent consideration | 258 |
Total consideration | 7,027 |
Envipco Annual Report 2025 117
Land & | Plant & | Vehicles & | |||
in € thousands | RVMs | Buildings | Machinery | Equipment | Total |
at 1 January 2024 | 9,098 | 4,546 | 1,917 | 1,425 | 16,985 |
Changes to net carrying amount | |||||
in 2024 | |||||
Additions | 9,817 | 2,579 | 700 | 2,703 | 15,799 |
Disposals/transfers to inventory 1 | (3,880) | - | (1) | (57) | (3,938) |
Reclassifications | 603 | 298 | (875) | (26) | - |
Depreciation | (3,511) | (985) | (240) | (1,035) | (5,771) |
Currency translation | 635 | 248 | (265) | (32) | 586 |
Total changes in 2024 | 3,664 | 2,140 | (681) | 1,553 | 6,676 |
at 31 December 2024 | |||||
Cost | 38,164 | 9,464 | 2,957 | 6,963 | 57,548 |
Accumulated depreciation | (25,402) | (2,778) | (1,721) | (3,985) | (33,886) |
Net carrying amount | 12,762 | 6,686 | 1,236 | 2,978 | 23,662 |
Changes to net carrying amount | |||||
in 2025 | |||||
Additions | 3,107 | 2,579 | 605 | 1,824 | 8,115 |
Disposals/transfers to inventory 1 | (367) | (1) | (165) | (9) | (542) |
Reclassifications | - | - | - | - | - |
Depreciation | (2,930) | (1,025) | (292) | (1,448) | (5,695) |
Currency translation | (809) | (607) | (238) | 157 | (1,497) |
Total changes in 2025 | (999) | 946 | (90) | 524 | 381 |
at 31 December 2025 | |||||
Cost | 40,096 | 11,361 | 4,170 | 7,904 | 63,531 |
Accumulated depreciation | (28,333) | (3,729) | (3,023) | (4,402) | (39,487) |
Net carrying amount | 11,763 | 7,632 | 1,147 | 3,502 | 24,045 |
Envipco Annual Report 2025 118
Envipco Annual Report 2025 119
in € thousands | 2025 | 2024 |
Depreciation of right-of-use assets | (1,843) | (1,604) |
Interest on lease liabilities | (620) | (417) |
Expenses relating to short-term leases | - | (9) |
in € thousands | 2025 | 2024 |
Total cash outflow for leases | (2,388) | (1,941) |
Envipco Annual Report 2025 120
in € thousands | 2025 | 2024 |
Deposits with vendors | 39 | 39 |
Trade receivables – non-current | 2,453 | 2,057 |
Loan receivable | - | 793 |
Total financial fixed assets | 2,492 | 2,889 |
in € thousands | 2025 | 2024 |
At beginning of period | 2,057 | 713 |
Additions | 396 | 1,344 |
At end of period | 2,453 | 2,057 |
in € thousands | 2025 | 2024 |
At beginning of period | 793 | 752 |
Additions | 34 | 41 |
Transfer to current | (827) | - |
At end of period | - | 793 |
Note 16 - Deferred Tax Assets and Liabilities
31 December 2025 | ||||||
Deferred | ||||||
Balance at | (Charge)/ | Currency | Net | Deferred | tax | |
in € thousands | 31 Dec 24 | credit P&L | translation | balance | tax assets | liabilities |
PP&E | (354) | 408 | - | 54 | 54 | - |
Inventory | 337 | 117 | - | 454 | 454 | - |
Tax losses carried forward | - | - | - | - | - | - |
Other | 447 | (427) | (4) | 16 | 16 | - |
Total | 430 | 98 | (4) | 524 | 524 | - |
Set off to tax | - | - | - | - | 40 | (40) |
Net tax assets and liabilities | 430 | 98 | (4) | 524 | 564 | (40) |
Envipco Annual Report 2025 121
in € thousands | 2025 | 2024 |
Finished Goods | 7,036 | 9,038 |
Raw materials and parts | 21,786 | 21,713 |
Work in progress | 3,062 | 951 |
Provisions for obsolescence | (2,532) | (2,824) |
Total | 29,352 | 28,878 |
in € thousands | 2025 | 2024 |
Beginning of period | 2,824 | 2,113 |
Addition to/release of provision | (342) | 580 |
Exchange gains/(losses) | 50 | 131 |
End of period | 2,532 | 2,824 |
Envipco Annual Report 2025 122
in € thousands | 2025 | 2024 |
Trade receivables – current | 24,504 | 31,728 |
Other receivables | 1,527 | 779 |
Prepaid expenses | 2,707 | 1,811 |
Loan receivables | 828 | - |
Total | 29,566 | 34,318 |
in € thousands | 2025 | 2024 |
Beginning of period | 625 | 634 |
Addition | 241 | 268 |
Release | (227) | (185) |
Utilization | (234) | (135) |
Currency translation adjustment | (68) | 43 |
End of period | 337 | 625 |
Note 19 - Cash and cash equivalents
in € thousands | 2025 | 2024 |
Bank balances | 59,760 | 30,707 |
Short-term deposits | 3 | 4 |
Other cash equivalents | 96 | 37 |
Total | 59,859 | 30,748 |
Cash balances increased in 2025 primarily due to the September 2025 share issuance (see Note 20) and
the drawdown of the new debt facilities during the year (see Note 21).
All cash and cash equivalents are freely available and not subject to any restrictions.
Envipco Annual Report 2025 123
Ordinary Shares | ||
2025 | 2024 | |
Number of authorized shares | 80,000,000 | 80,000,000 |
Authorized share capital | €4,000,000 | €4,000,000 |
Number of outstanding shares on 1 January | 57,690,377 | 51,690,377 |
Number of outstanding shares on 31 December | 66,090,377 | 57,690,377 |
Issued share capital on 31 December | €3,304,519 | €2,884,519 |
Nominal value | €0.05 | €0.05 |
Envipco Annual Report 2025 124
in € thousands | 2025 | 2024 |
Borrowings – current portion | 17,103 | 18,771 |
Borrowings – non-current portion | 1,700 | 8,164 |
Total borrowings | 18,803 | 26,935 |
Lease liabilities – current portion | 2,378 | 1,633 |
Lease liabilities – non-current portion | 5,281 | 4,834 |
Total lease liabilities | 7,658 | 6,467 |
Projected performance payments | - | 3,231 |
Share based payment | 530 | 1,170 |
Other | - | 120 |
Other non-current liabilities | 530 | 4,521 |
Carrying | Carrying | ||||
Nominal interest | Year of | amount | amount | ||
in € thousands | rate | maturity | Face Value | 2025 | 2024 |
Line of credit | US Prime Rate | 2025 | $6,000 | - | €5,776 |
Line of credit | ROBOR +2.25% | 2025 | RON 15,000 | - | €2,247 |
Revolving credit facility | Euribor +2.25% | 2028 | €11,000 | €10,430 | - |
Mortgage facility | 5.50% | 2025 | $2,240 | - | €1,378 |
Term loan | 3.51% | 2025 | $6,000 | - | €866 |
Term loan | SOFR +3.00% | 2025 | $3,000 | - | €1,443 |
Term loan | 7.35% | 2028 | €9,000 | €5,824 | €7,941 |
Financing arrangement | 8.92% | 2029 | €3,162 | €2,549 | €3,090 |
Factoring arrangement | ROBOR +1.90% | 2025 | RON 20,867 | - | €4,194 |
Envipco Annual Report 2025 125
Envipco Annual Report 2025 126
in € thousands | 2025 | 2024 | |
At beginning of period | 26,935 | 16,675 | |
Additions | Cash impact | 11,000 | 10,364 |
Regular repayments | Cash impact | (17,872) | (2,529) |
Changes in credit lines | Cash impact | - | 1,954 |
Sub-total of cash impact | 20,063 | 9,789 | |
Translation effect | No cash impact | (1,261) | 471 |
At end of period | 18,803 | 26,935 |
2025 | 2024 | ||
Beginning of period | 6,468 | 3,052 | |
Additions | No cash impact | 3,517 | 2,753 |
Corrections and remeasurements | No cash impact | (146) | 1,957 |
Interest expense | No cash impact | 620 | 417 |
Repayment | Cash impact | (2,388) | (1,941) |
Translation effect | No cash impact | (414) | 229 |
End of period | 7,657 | 6,467 |
in € thousands | 2025 | 2024 | |
Beginning of period | 4,521 | 375 | |
Additions | No cash impact | 10 | 4,146 |
Releases | No cash impact | (3,231) | - |
Reclass to current of LTIP liability | No cash impact | (385) | - |
Settlement of LTIP liability | Cash impact | (385) | - |
End of period | 530 | 4,521 |
Envipco Annual Report 2025 127
in € thousands | 2025 | 2024 |
Current | 18,977 | 20,270 |
Due between 1 to 5 years | 1,970 | 9,170 |
Total undiscounted long-term borrowings | 20,947 | 29,440 |
Less: future interest | (2,145) | (2,505) |
Total borrowings | 18,803 | 26,935 |
in € thousands | 2025 | 2024 |
Current | 2,378 | 2,137 |
Due between 1 to 5 years | 5,285 | 4,250 |
Due more than 5 years | 2,698 | 2,423 |
Total undiscounted lease payments | 10,361 | 8,810 |
Less: future interest | (2,703) | (2,343) |
Total lease liabilities | 7,658 | 6,467 |
2025 | 2024 | ||||
Nominal interest | Carrying | Carrying | |||
in € thousands | rate | amount | Fair Value | amount | Fair Value |
Revolving Credit Facility | Euribor +2.25% | 10,430 | 10,900 | - | - |
Line of credit | US Prime Rate | - | - | 5,776 | 5,776 |
Line of credit | ROBOR +2.25% | - | - | 2,247 | 2,247 |
Mortgage facility | 5.50% | - | - | 1,378 | 1,460 |
Term Loan | 3.51% | - | - | 866 | 832 |
Term Loan | SOFR plus 3.0% | - | - | 1,443 | 1,372 |
Term Loan | 7.35% | 5,824 | 5,600 | 7,941 | 8,050 |
Financial arrangement | 8.92% | 2,549 | 2,549 | 3,090 | 3,090 |
Factoring arrangement | ROBOR plus 1.9% | - | - | 4,194 | 4,194 |
Total | 18,803 | 19,049 | 26,935 | 27,021 |
Envipco Annual Report 2025 128
in € thousands | 2025 | 2024 |
Current | 573 | 1,210 |
Non-current | 1,013 | 568 |
Total provisions | 1,587 | 1,778 |
in € thousands | 2025 | 2024 |
Beginning of period | 1,775 | 1,970 |
Additions | 1,098 | 2,111 |
Release | (319) | (1,267) |
Utilization | (926) | (1,070) |
Exchange gains/(losses) | (49) | 34 |
End of period | 1,578 | 1,778 |
Current portion | 565 | 1,210 |
Non-current portion | 1,013 | 568 |
in € thousands | 2025 | 2024 |
Payroll and vacation accruals | 2,951 | 4,660 |
Other accrued expenses & current liabilities | 4,721 | 4,952 |
Deferred revenue | 2,286 | 1,515 |
Total | 9,958 | 11,127 |
Envipco Annual Report 2025 129
in € thousands | 2025 | 2024 |
Beginning of period | 1,515 | 6,060 |
Additions | 1,712 | 14,983 |
Release | (941) | (19,528) |
End of period | 2,286 | 1,515 |
Envipco Annual Report 2025 130
in € thousands | 2025 | 2024 |
Within 1 year | 2,444 | 2,861 |
Between 2 to 5 years | 4,656 | 4,228 |
Total | 7,099 | 7,089 |
Envipco Annual Report 2025 131
Envipco Annual Report 2025 132
Company Only Financial Statements
Company Only Financial Statements
Company Only Statement of Financial Position 133
Company Only Statement of Profit & Loss 134
Notes to the Company Only Financial Statements 135
Envipco Annual Report 2025 133
Company Only Statement of Financial Position
(After appropriation of results)
in € thousands
Note
2025
2024
Assets
Non-current assets
Intangible assets
(B)
9,030
8,521
Tangible assets
(C)
1,849
544
Financial fixed assets
(D)
69,359
61,413
Total non-current assets
80,238
70,478
Current assets
Trade and other receivables
(E)
13,135
11,600
Cash and cash equivalents
(F)
46,136
9,148
Total current assets
59,271
20,748
Total assets
139,509
91,226
Equity
Share capital
3,305
2,884
Share premium
147,142
96,131
Translation reserves
3,344
5,983
Legal reserves
7,239
7,071
Retained earnings
(56,351)
(46,874)
Total equity
(G)
104,679
65,195
Liabilities
Non-current liabilities
Loans from subsidiaries
(H)
7,390
3,735
Loans from credit institutions
(I)
-
5,824
Other liabilities
(I)
4,484
8,313
Total non-current liabilities
11,874
17,872
Current liabilities
Creditors and other liabilities
(J)
6,703
6,041
Loans from credit institutions
(J)
16,253
2,118
Total current liabilities
22,956
8,159
Total liabilities
34,830
26,031
Total equity and liabilities
139,509
91,226
The Notes to the separate financial statements are an integral part of these separate financial statements.
Envipco Annual Report 2025 134
Company Only Statement of Profit & Loss
in € thousands
Note
2025
2024
Revenues
-
24
Cost of sales
(124)
(124)
Gross Profit
(124)
(100)
General and administrative expenses
(K)
(17,585)
(12,507)
Market development expenses
(360)
(203)
Other income and expenses
(L)
11,376
6,947
Total expenses
(6,569)
(5,763)
Operating Profit (loss)
(6,693)
(5,863)
Financial expense
(M)
(1,436)
(1,266)
Financial income
(M)
1,710
1,208
Profit (loss) before tax
(6,419)
(5,921)
Tax on result from ordinary activities
(N)
-
(47)
Share of result from participating interests
(O)
(3,058)
3,001
Net Results
(9,477)
(2,967)
The Notes to separate financial statements are an integral part of these separate financial statements.
Envipco Annual Report 2025 135
Notes to Company Only Financial Statements
Note A - General Information
For general information about the Company and its principal activities, Envipco refers to Note 1 of the
consolidated financial statements. Refer to Note 3 of the consolidated financial statements for an
overview of the Company’s subsidiaries.
Accounting principles used to prepare Separate Financial Statements
The Company financial statements have been prepared in accordance with Part 9 of Book 2 of the
Netherlands Civil Code. In accordance with Article 2:362 subsection 8 of the Civil Code, the Company has
elected to apply the accounting policies used in the consolidated financial statements to the separate
Company financial statements. The financial statements are presented in Euros, which is the Company’s
functional currency. All amounts are in thousands unless stated otherwise.
In addition, consolidated Company subsidiaries (financial fixed assets) are valued based on their net
equity, determined using the Company accounting policies. In case the net equity of a Company
subsidiary is negative, the Company nets the negative equity value with the intercompany loans which
are determined to be part of the net investment as far as this is possible. For the remaining part of the
negative equity, the Company records a provision for as far as the Company assesses that it has a legal
or constructive obligation to reimburse the Company subsidiaries’ losses.
The Company makes use of the option to eliminate intracompany expected credit losses against the
book value of loans and receivables from the Company to participating interests, instead of elimination
against the equity value / net asset value of the participating interests.
The share in the result of participating interests consists of the share of the Company in the results of
these participating interests, determined based on the accounting principles of the Company. Results on
transactions, where the transfer of assets and liabilities between the Company and the non-consolidated
participating interests and mutually between non-consolidated participating interests themselves, are
not recognized as they can be deemed as not realized.
Provisions for subsidiaries with negative equity
The Company assesses whether a present obligation exists in respect of financial support to subsidiaries,
including whether a constructive obligation has arisen. A provision is recognized only where a present
(legal or constructive) obligation exists, and it is probable that an outflow of resources will be required to
settle the obligation. If no such obligation exists, no provision is recognized.
Envipco Annual Report 2025 136
Note B - Intangible Fixed Assets
Intangible Assets
in € thousands
Patents and
Licenses
Software
Development
Costs
Total
At 31 December 2023
Cost
787
1,189
16,553
18,529
Accumulated amortization and impairment
(753)
(72)
(8,828)
(9,653)
Net carrying amount
34
1,117
7,725
8,876
Changes to net carrying amount in 2024
Additions
-
562
949
1,511
Disposals – cost
-
-
(2,146)
(2,146)
Disposals - amortization
-
-
2,146
2,146
Amortization
(21)
(242)
(1,601)
(1,865)
Total changes in 2024
(21)
320
(652)
(354)
At 31 December 2024
Cost
787
1,751
15,355
17,893
Accumulated amortization and impairment
(775)
(314)
(8,283)
(9,372)
Net carrying amount
12
1,437
7,072
8,521
Changes to net carrying amount in 2025
Additions
85
633
1471
2,189
Disposals – cost
-
-
-
-
Disposals – amortization
-
-
-
-
Amortization
(65)
(312)
(1,303)
(1,680)
Total changes in 2025
20
321
168
509
At 31 December 2025
Cost
872
2,384
16,826
20,082
Accumulated amortization and impairment
(840)
(626)
(9,586)
(11,052)
Net carrying amount
32
1,758
7,240
9,030
Development costs
Key projects under development during 2025 included optical recognition, sensor accuracy, and modular
platform architecture to improve reliability and throughput in high volume retail environments. Disposals
in 2024 include internally developed intangible assets that were fully amortized and assessed as having
no remaining future economic benefits and were derecognized.
See also Note 13 of the consolidated financial statements for capitalized development costs and software
of the Company.
Envipco Annual Report 2025 137
Note C - Tangible Fixed Assets
Tangible Assets
in € thousands
Land &
Buildings
RVMs
Vehicles &
Equipment
Total
At 31 December 2023
Cost
-
140
-
140
Accumulated amortization and impairment
-
(2)
-
(2)
Net carrying amount
-
138
-
138
Changes to net carrying amount in 2024
Additions
-
342
111
453
Amortization
-
(37)
(10)
(47)
Total changes in 2024
-
305
101
406
At 31 December 2024
Cost
-
482
111
593
Accumulated amortization and impairment
-
(39)
(10)
(49)
Net carrying amount
-
443
101
544
Changes to net carrying amount in 2025
Additions
551
489
481
1,521
Amortization
(17)
(94)
(105)
(216)
Total changes in 2025
534
396
376
1,306
At 31 December 2025
Cost
551
971
592
2,114
Accumulated amortization and impairment
(17)
(133)
(115)
(265)
Net carrying amount
534
838
477
1,849
Note D - Financial Fixed Assets
in € thousands
2025
2024
Investment in subsidiaries
51,569
46,499
Loans to subsidiaries recognized as additional investments in subsidiaries
17,790
14,121
Loans receivables – affiliate
-
793
Total financial fixed assets
69,359
61,413
The movements in investments in subsidiaries reflect a combination of additional funding provided to
subsidiaries in the form of loans that are accounted for as part of the Company’s net investment, the
results of subsidiaries for the year, exchange rate differences, and structural reclassifications.
During 2025, approximately €12 million of intercompany loans were converted into equity, which is
included in “Investments in subsidiaries”. This conversion represents a non-cash reclassification and is
therefore not presented in the movements of “Loans to subsidiaries”. These movements also include the
transfer of negative equity positions to intercompany loans and provisions.
Envipco Annual Report 2025 138
The loans to subsidiaries typically are renewed on an annual basis without agreed repayment schedule
and are subject to EURIBOR +200 bps for European loans and SOFR +200 bps for US loans. These loans are
classified as long term.
The loan receivable of €827 thousand (2024: €793 thousand) relates to an affiliate under common
control of one of the biggest shareholders as of 31 December 2025, with an interest rate of Euribor plus
2.5%. The amount was fully settled in May 2026 and therefore reclassified to current receivables.
Investments in Subsidiaries
Movements in Investment in subsidiaries were as follows:
in € thousands
2025
2024
Beginning of period
46,499
31,597
Investments in subsidiaries
12,950
6,769
Results of the Company subsidiaries for the year
(3,058)
3,001
Exchange differences
(2,638)
1,472
Movement of negative participations to loans
(1,840)
3,131
Movement of negative participations to provision
(345)
529
End of period
51,568
46,499
For further details, see Note R for securities and guarantees.
Loans to Subsidiaries
Movements in Loans to subsidiaries were as follows:
in € thousands
2025
2024
Beginning of period
14,121
15,599
Additions
16,849
3,576
Equity conversions
(12,950)
(318)
Interest expense
1,312
1,162
Repayments
(3,383)
(2,767)
Movement of negative participations to loans
1,840
(3,131)
End of period
17,789
14,121
Note E - Receivables
in € thousands
2025
2024
Trade receivables
26
70
Other receivables
1,141
963
Receivables from subsidiaries
11,141
10,567
Current Loan receivable
827
-
Total
13,135
11,600
In 2025, Other receivables mainly include prepaid expenses for €666 thousand (2024: €363 thousand)
and VAT for €331 thousand (2024: €499 thousand).
Receivables from subsidiaries include management service fee and royalties charged. As the position is
considered short term, no Interest is charged. The remaining balances are expected to be collected
within 12 months and otherwise reclassified as loans from subsidiaries and subject to interest.
Envipco Annual Report 2025 139
The current loan receivable of €827 thousand relates to an affiliate under common control, please refer
to Note D for further details.
Note F - Cash and Cash Equivalents
in € thousands
2025
2024
Cash at bank and in hand
46,136
9,148
Total
46,136
9,148
All cash and cash equivalents are freely available and not subject to any restrictions.
Note G - Shareholders’ Equity
Refer to the Consolidated statement of changes in equity and Note 20 for further information regarding
the Company’s Shareholders’ equity.
Reconciliation of statutory equity to group equity
in € thousands
2025
Statutory equity
104,679
Differences due to full consolidation of subsidiaries (100%) vs. net asset value accounting
(1,251)
Equity attributable to the owners of the parent
103,428
The line Differences due to full consolidation of subsidiaries (100%) vs net asset value accounting reflects
the impact of applying full consolidation in the consolidated financial statements, compared to the
measurement of investments in subsidiaries at net asset value in the statutory financial statements.
These differences primarily relate to subsidiaries with negative equity positions for which no provision has
been recognized in the statutory financial statements. This is because there is no legal or constructive
obligation to absorb these losses, and management does not expect that a cash outflow will be required.
In the consolidated financial statements, however, these negative equity positions are fully recognized as
part of equity attributable to the owners of the parent.
Share premium reserve
For full detailed movements in share premium reserve please refer to the consolidated statement of
changes in equity.
Legal reserve
According to Book 2 of the Netherlands Civil Code, the Company is required to restrict part of its equity
from distribution to shareholders, by forming a legal reserve equal to the amount it has capitalized for
development costs. The equity enclosed in this legal reserve is not at the disposal of the AGM. Therefore,
this amount cannot be distributed to shareholders until the capitalized development costs have been
recognized in the profit and loss account. The capitalized development costs as of 31 December 2025
amounted to €7,239 thousand (2024: €7,072 thousand). A legal reserve equaling these amounts was
recorded in both years by decreasing the share premium reserve with these respective amounts.
Dividends
No dividends were declared or paid by the Company for the year. The Board proposes that the result for
2025 will be deducted from the retained earnings.
Envipco Annual Report 2025 140
Proposed appropriation of profit or loss for the financial year 2024
At the AGM of 12 August 2025, the appropriation of profits was adopted and therefore, the 2024 results
were deducted from the retained earnings.
Proposed appropriation of profit or loss for the financial year 2025
No dividend was paid in 2025. The Board proposes that the result for the financial year 2025 will be
deducted from the retained earnings. The financial statements reflect this proposal.
The Netherlands Civil Code stipulates that the Company can only make payments to the shareholders and
other parties entitled to the distributable profit insofar as (1) the Company can continue to pay its
outstanding debts as they fall due after the distribution (the so-called distribution test), and (2) following
the distribution, the Company’s equity exceeds the paid-up share capital and the statutory reserves that
must be maintained under law or the articles of association (the so-called balance sheet test). If these
conditions are not met, management of the Company shall not approve any distribution.
Note H - Loans from subsidiaries
in € thousands
FY 2025
FY 2024
Beginning of period
3,735
4,719
Additions
5,909
-
Interest expense
248
255
Repayments
(2,273)
(1,388)
Translation effect
(229)
151
End of period
7,390
3,735
Loans from subsidiaries include current balances that have been rolled over by the Company annually
and will not be repaid in the short term. Interest is charged at one-year EURIBOR for European business
units and one-year SOFR for non-European business units +200 bps in 2025. The Company formalized the
agreements in 2025 and presented this as non-current in the balance sheet in accordance with the
revised maturity. Reference is made to Note R for securities and guarantees.
Note I - Non-current liabilities
Loans from credit institutions
in € thousands
2025
2024
Loans from credit institutions
-
5,824
Total
-
5,824
At 31 December 2025, no loans from credit institutions were classified as non-current. Loans from credit
institutions relates to two loans with a carrying amount of €16,253 thousand (2024 €7,941 thousand). One
loan was secured in 2023 and is repayable quarterly until 2028 and has an interest rate of 7.35%. The
second loan was secured in 2025, is repayable in full in 2028 and has an interest rate of Euribor +225 bps.
These loans are collateralized by the Company’s assets including receivables, inventory and fixed assets
like buildings and RVM’s.
The debt covenants applicable to the Company’s loans consist of a solvency covenant, a Debt Service
Coverage Ratio (DSCR) and a Senior Net Debt/EBITDA ratio. Further information on the Company’s
Envipco Annual Report 2025 141
non‑compliance with the DSCR covenant in 2025 is provided in Note 1 and 21 of the consolidated financial
statements.
Other non-current liabilities
in € thousands
2025
2024
Provision against investments
3,445
3,790
Non-current lease liabilities
509
-
Other non-current liabilities
530
4,523
Total other liabilities
4,484
8,313
The Company determines that a constructive obligation exists to reimburse for all the subsidiaries’ losses
and therefore records a provision for the entire amount of the subsidiaries’ negative equity after netting
with the intercompany loans.
Projected performance payments related to the 2024 Sensibin acquisition contingent consideration are
€2,059 thousand (2024: €5,526 thousand). The full amount of €2,059 thousand (2024: €2,295 thousand)
is presented as an Other current liability per year-end and is revalued based on 2025 and 2026
performance indicators and the extended period to meet the performance criteria. See Note 24 of the
consolidated financial statements for further information.
The Company entered a new office lease with a contractual term of 10 years, cancelable after five years.
The related lease liability is recognized under other non-current liabilities to the extent due after 12
months.
In addition, a non-current liability for the share-based payment plan in the amount of €530 thousand
(2024: €1,170 thousand) is included in the Other non-current liabilities. For further details on the share-
based payment plan, see Note 9 of the consolidated financial statements.
Note J - Creditors and Other Liabilities
in € thousands
2025
2024
Creditors
935
1,602
Accrued expenses
1,210
1,374
Payables to subsidiaries
2,015
706
Other liabilities
2,543
2,360
Total
6,703
6,042
Accrued expenses consist mainly of payroll and vacation accrual of €575 thousand (2024: €1,114
thousand).
Other liabilities include €2,059 thousand related to the current portion of the contingent consideration
payments related to the 2024 Sensibin acquisition, with the remainder relating to the current portion of
the lease liabilities.
Loans from credit institutions
in € thousands
2025
2024
Loans from credit institutions
16,253
2,118
Total
16,253
2,118
From the loan specified in Note I above, €16,253 thousand (2024: €2,118 thousand) is classified as current.
Envipco Annual Report 2025 142
Note K - General and Administrative Expenses
General and administrative expenses include the following:
in € thousands
2025
2024
Employee benefit expense
5,927
5,897
Fees and other external costs
5,559
4,699
R&D expense
4,204
-
Depreciation and amortization
1,895
1,911
Total
17,585
12,507
The total cost increase in 2025 primarily supports an enhancement of the company’s internal cost
allocation methodology in line with tax and transfer price guidance. A total of €4.2 million R&D expenses
were charged to Envipco Holding in 2025 by its subsidiaries, which was not done in prior years. The
increase in Fees and other external costs relate mainly to the company’s ongoing scaling and
professionalization activities.
Employee benefit expense
The total employee benefit expense is split in the following categories:
in € thousands
2025
2024
Salaries and wages
4,997
4,467
Social Security expenses
619
411
Pension expenses
180
103
Long-term compensation plan
131
916
Total
5,927
5,897
Average number of employees
Director
3
1
General and Administrative
17
16
Total
20
17
During 2025, the average number of employees amounted to 20 persons (2024: 17 persons), all working
from the Netherlands. For details on the remuneration of the Board reference is made to Note 9 of the
consolidated financial statements.
Note L - Other operating income and expenses
Other operating income and expenses
in € thousands
2025
2024
Management fee
7,250
6,381
Royalty fee
127
824
Revaluation of Sensibin contingent consideration
3,999
(258)
Total
11,376
6,947
Management fees increased in 2025 compared to 2024 because of increased corporate costs
supporting the growth of the organization.
Revaluation of contingent consideration related to the 2024 Sensibin acquisition was favorable in 2025
because the 2025 performance targets were not met and expectations for future performance were
Envipco Annual Report 2025 143
revised, resulting in a partial reversal of the previously recognized contingent consideration liability. See
Notes 13 and 24 of the consolidated financial statements for additional information.
Note M - Finance Income and Expense
in € thousands
2025
2024
Interest and similar expenses – external
(1,188)
(643)
Interest and similar expenses – intercompany
(248)
(240)
Exchanges losses
-
(383)
Total finance expense
(1,436)
(1,266)
Interest and similar income - external
136
46
Interest and similar income - intercompany
1,312
1,162
Exchange gains
262
-
Total finance income
1,710
1,208
Total
274
(58)
The change in net exchange result primarily reflects movements in foreign exchange rates, particularly
the US Dollar against the euro, during 2025.
The movement in interest expense is due to the loans from external credit institutions as included in Note
J, as well as the unwinding of the discount (time value) on contingent consideration related to the
Sensibin acquisition. Movement in interest and similar income is driven by increase in loans granted to
subsidiaries as included in Note D.
Note N -Tax on Result from Ordinary (Business) Activities
The tax on the result from ordinary activities, amounted to €0 (2024: €0), which is specified as follows:
in € thousands
2025
2024
Result before taxes
(6,419)
(2,967)
Income tax using the appropriate tax rate in the Netherlands @ 25,8%
1,656
765
Participation exemption
-
774
Current year losses for which no deferred tax asset was recognized
(1,656)
(1,587)
Effective taxes
-
(47)
Tax losses in Dutch fiscal unity where no deferred tax has been recognized amount to €12,098 thousand
(2024: €9,330 thousand). The Company, together with its subsidiaries in the Netherlands is part of the
fiscal unity of Envipco Holding N.V. for corporate income tax purposes. The standard conditions stipulate
that each of the companies is liable for the tax payable by all companies belonging to the fiscal unity.
Note O - Transactions with Related Parties
Transactions and relations with the shareholders and affiliates are explained in Notes 18 and 26 of the
consolidated financial statements.
Net research and development costs invoiced by Germany and the US were €1,471 thousand (2024: €948
thousand) to the Company. The Company subsidiaries charge interest on intercompany loans. No
interest is charged on the intercompany current account balances. The Company also charges a
management- and royalty fee to its subsidiaries.
Envipco Annual Report 2025 144
Note P - Financial Instruments
The Company has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
In the notes to the consolidated financial statements information is included about the Company’s
exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and
managing risk, and the Company’s management of capital.
These risks, objectives, policies and processes for measuring and managing risk, and the management of
capital apply also to the separate financial statements of the Company.
Note Q - Fair Value
The fair values of most of the financial instruments recognized on the statement of financial position,
including trade and other receivables, cash and cash equivalents, and current liabilities, are
approximately equal to their carrying amounts. The fair value of the loans due to and from Company
subsidiaries cannot be determined with sufficient certainty. For further information, please refer to Notes D
and H.
Note R - Commitments and Contingencies
Fiscal unity
Reference is made to Note 25 for details of the fiscal unity.
Germany subsidiary exemption
Reference is made to Note 25, which includes the disclosure relating to the application of the exemption
under Section 264(3) of the German Commercial Code (HGB) for Envipco Automaten GmbH.
Guarantees in respect of subsidiaries
Reference is made to Note 25 for details of guarantees and security provided in connection with the
Group’s financing arrangements.
Note S - Post Balance Sheet Events
On 12 January 2026, Envipco announced Simon Bolton, CEO, would depart the Company effective 30 April
2026. On 17 March 2026, Envipco announced José Matthijsse would succeed Simon as the Company’s
CEO, with effect from 18 May 2026.
As previously noted, the Bouri Family hold an option to repurchase 1,850,000 of the Company’s shares
previously sold to Gregory Garvy on 28 March 2023. On 27 March 2026, the Bouri Family and Mr. Garvy
entered into an extension of the option agreement, in which it was agreed that the repurchase option is
extended until 28 March 2027.
On 23 April 2026, after the reporting date, the Company received formal waivers from its lenders related
to the DSCR covenant breach that existed at 31 December 2025. The waivers did not result in any
amendments to the covenant levels or other material terms of the financing arrangements. As the
Envipco Annual Report 2025 145
waivers were obtained after the reporting date and the covenant breach existed at year-end, the related
borrowings have been classified as a current liability in the Consolidated Statement of Financial Position.
At the Extraordinary General Meeting held on 30 April 2026, shareholders approved the appointment of
José Matthijsse and Patrick Gierman as executive members of the Board of Directors for a period of four
years, effective from the date of that Extraordinary General Meeting.
Following the reporting period, the Company publicly disclosed share purchases by primary insiders. On
19 January 2026, Mr. Gregory Garvey, Chairman of the Board, acquired 100,000 ordinary shares in Envipco
Holding N.V., comprising 70,000 shares purchased at NOK 51.6476 per share and 30,000 shares purchased
at EUR 4.438 per share. On 20 January 2026, Mr. Garvey acquired a further 130,000 ordinary shares in
Envipco Holding N.V. at NOK 52.3333 per share. Subsequently, on 24 June 2026, Mr. Garvey acquired an
additional 200,000 ordinary shares in Envipco Holding N.V. On 26 June 2026, Mr. José Matthijsse, Chief
Executive Officer and Executive Director, acquired 15,000 ordinary shares through his closely related entity
Connect & Grow B.V.
Gregory Garvey, Chairman
Anne Jorun Aas, Non-Executive Director
Ann Cormack, Non-Executive Director
Charlotta Gylche, Non-Executive Director
Erik Thorsen, Non-Executive Director
Maurice Bouri, Non-Executive Director
José Matthijsse, Executive Director & CEO
Appointed 30 April 2026
Patrick Gierman, Executive Director & CFO
Appointed 30 April 2026
11 July 2026
Envipco Annual Report 2025 146
Other information
Other information
Statutory rules concerning appropriation of results 147
Alternative performance measures 148
Rounding and presentation of amounts 149
Independent Auditor’s report 150
Envipco Annual Report 2025 147
Statutory rules concerning appropriation of results
In Article 15 of the Company statutory regulations the following have been presented concerning the
appropriation of results:
1. In the Company’s books, a dividend reserve shall be maintained for each class of shares. These
dividend reserves shall be designated as ‘dividend reserve’ followed by the letter corresponding
with the relevant class of shares.
2. The Company may make distributions to shareholders and other persons entitled to distributable
profits only to the extent that the shareholders’ equity exceeds the sum of the paid and called-up
part of the share capital and the reserves which must be maintained by law.
3. An amount equal to three percent of the average balance of the relevant dividend reserve over
the relevant financial year, increased by the amounts withdrawn from the reserves pursuant to the
provisions of paragraph 5 of this article, shall be retained from the profit as referred to in
paragraph 2 of this article and added to each of the dividend reserves. If the amount calculated
as described above is larger than the available profit, the amounts to be added shall be
decreased pro rata.
4. The profit that remains after applying the above shall be at the disposal of the AGM. If the AGM
does not resolve to add the profit to the Company’s general reserve, the profit shall be added to
the above-mentioned dividend reserves pro rata to the nominal amount of the shares of the
single class.
5. Losses shall be charged to the Company’s general reserve and, if and to the extent this reserve is
insufficient, to the dividend reserves pro rata to the nominal amount of the shares of the single
class.
6. Each withdrawal from the dividend reserve pursuant to the provisions of the preceding paragraph
must be compensated before any addition can be made to any dividend reserve pursuant to
paragraph 4.
7. The AGM shall resolve to distribute such amounts on the shares corresponding with a particular
dividend reserve as has been decided upon by the meeting of the holders of the single class of
shares, up to the amount of the positive balance of that dividend reserve and if and to the extent
the relevant dividend reserve is sufficient.
8. The AGM may only decide not to distribute the amounts referred to in the preceding sentence if
and to the extent that it can be demonstrated, and that the Company’s liquidity position does not
allow this.
9. The AGM is authorized to apply the dividend reserves for a different purpose after having obtained
the prior approval of all holders of shares of a particular class, on the understanding that the
distribution shall be charged to the various reserves’ pro rata to the nominal amount of the shares
of the relevant classes.
10. The Company may only make interim additions to the dividend reserves if the requirement in
paragraph 2 has been met and provided that the prior approval of the AGM has been obtained.
11. No distribution shall be made in favor of the Company on shares acquired by the Company in its
own capital for such shares.
12. Shares for shares on which, pursuant to the provisions of paragraph 7, no distribution is made in
favor of the Company do not count for the purpose of calculating the profit appropriation.
13. The claim for payment of dividends shall lapse on the expiry of a period of five years.
Envipco Annual Report 2025 148
Alternative performance measures
The Company uses EBITDA and net debt as financial performance measures as it enhances the
understanding of The Company’s performance. As both are not defined performance measures in IFRS
and the definitions vary between companies, the tables below show the definitions used throughout this
report including the calculations.
Reconciliation of Net results to EBITDA
in € thousands
2025
2024
2023
2022
2021
Net results
(10,727)
(2,976)
601
(4,178)
592
Income taxes
(753)
(3,691)
(556)
(224)
(933)
Results before tax
(9,973)
715
1,157
(3,954)
1,525
Adjustments for:
- Net finance (cost) and or income
(2,362)
(2,987)
(1,128)
(1,244)
(806)
- Depreciation
(5,695)
(5,771)
(4,576)
(3,590)
(2,717)
- Amortization
(3,053)
(2,424)
(1,460)
(1,379)
(890)
EBITDA
1,136
11,897
8,321
2,259
5,938
Calculation of Net debt
in € thousands
2025
2024
2023
2022
2021
Current borrowings
17,103
18,771
7,363
3,620
1,140
Non-current borrowings
1,700
8,164
9,312
10,930
5,922
Total borrowings
18,803
26,934
16,675
14,550
7,062
Cash and cash equivalents
59,860
30,748
12,458
16,121
3,061
Net debt
(41,057)
(3,814)
4,217
(1,571)
4,001
Envipco Annual Report 2025 149
Rounding and presentation of amounts
Unless otherwise stated, monetary amounts in the management report and other narrative sections of
this Annual Report are presented in millions of euros (€ millions) and rounded to the nearest €0.1 million.
Monetary amounts in the notes to the Consolidated Financial Statements are presented in thousands of
euros (€ thousands) and rounded to the nearest thousand euros, in accordance with IFRS presentation
requirements.
Ratios and percentages, including margins and ratios such as EBITDA margin, equity ratio and regional
revenue mix, are calculated based on the underlying unrounded figures and are rounded to one decimal
place. Variances and absolute changes, including year-on-year movements and absolute increases or
decreases, are presented as whole numbers and are likewise derived from the underlying unrounded
figures.
As a result of rounding and differences in presentation level, individual rounded figures, ratios and
variances may not sum exactly to totals or correspond exactly to stated percentage changes. KPIs,
alternative performance measures, and narrative disclosures are derived from the same underlying
figures as the Consolidated Financial Statements, and differences arising solely from rounding or
presentation level are not considered material.
Comparative information has been presented on a consistent basis with the current year.
Independent Auditor’s report
The Independent Auditor’s report is set forth on the following page.
Envipco Annual Report 2025 150
Independent auditor’s report
To: the shareholders and board of Envipco Holding N.V.
Report on the audit of the financial statements 2025 included in the annual
report
Our opinion
We have audited the financial statements 2025 of Envipco Holding N.V. based in Amsterdam. The
financial statements comprise the consolidated financial statements and the company financial
statements.
In our opinion:
the accompanying consolidated financial statements give a true and fair view of the financial
position of Envipco Holding N.V. as at 31 December 2025 and of its result and its cash flows for
2025 in accordance with International Financial Reporting Standards as adopted by the European
Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code;
the accompanying company financial statements give a true and fair view of the financial
position of Envipco Holding N.V. as at 31 December 2025 and of its result for 2025 in accordance
with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. the consolidated statement of financial position as at 31 December 2025;
2. the following statements for 2025: the consolidated statements of comprehensive income,
changes in equity and cash flow; and
3. the notes comprising material accounting policy information and other explanatory information.
The company financial statements comprise:
1. the company only statement of financial position as at 31 December 2025;
2. the company only statement of profit & loss for 2025; and
3. the notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the ‘Our responsibilities for the
audit of the financial statements’ section of our report.
We are independent of Envipco Holding N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other relevant independence
regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en
beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Envipco Annual Report 2025 151
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The following information in support of our opinion was
addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as
a whole at € 1.3 million. The materiality is based on a benchmark of revenues (representing 1.5% of
reported revenues), which we consider to be one of the principal considerations for the users of
the financial statements of the company in assessing the financial performance of the group. We
have also taken into account misstatements and/or possible misstatements that in our opinion are
material for the users of the financial statements for qualitative reasons.
We agreed with the Board of Directors that misstatements in excess of € 65,000, which are
identified during the audit, would be reported to them, as well as smaller misstatements that in
our view must be reported on qualitative grounds.
Scope of the group audit
Envipco Holding N.V. is at the head of a group of components. The financial information of this
group is included in the financial statements of Envipco Holding N.V.
Based on our risk assessment, we determined the nature, timing and extent of audit procedures to
be performed, including determining the components at which to perform audit procedures. Within
our audit, components are determined based on the risk profile and size of the entities within the
group. To appropriately respond to those assessed risks, we planned and performed tailored audit
procedures, taking into account the management structure of the Group, the nature of operations
of the group of entities, the accounting processes and controls, and the market in which the Group
operates.
We have performed audit procedures on the following components: Envipco Holding N.V.,
Environmental Products Corporation (a subgroup consisting of: Envipco Pickup & Processing Services
Inc., Environmental Products Recycling Inc. and Envipco N.D. Inc.), Envipco Automaten GmbH,
Envipco Hellas SA, Envipco Solutions SRL, Envipco Sweden A.B., Envipco Europe B.V., Envipco
Hungary Kft, Envipco Poland Sp. z o.o., Envipco France SA and Envipco Portugal Unipessoal LDA.
The determined audit procedures are performed by the group engagement team as well as
component audit teams for components based in the United States, Germany, Greece, Romania
and Sweden.
We have performed audit procedures for 95% of revenues and 94% of total assets. At group level,
we assessed the aggregation risk in the remaining financial information and concluded that there is
less than reasonable possibility of a material misstatement.
By performing the procedures mentioned above at components, together with additional
procedures at group level, we have been able to obtain sufficient and appropriate audit evidence
about the group’s financial information to provide an opinion on the financial statements.
Audit approach going concern
The Board of Directors prepared the group (consolidated) financial statements on the assumption
that the group is a going concern and that it will continue all its operations for at least twelve
months from the date of preparation of these financial statements.
Envipco Annual Report 2025 152
As explained in the “Going Concern” section of pages 79 to 81 of the financial statements and in
the section ‘Liquidity, capital structure and financing’ in the management report, the Board of
Directors has identified the following events and circumstances that may cause doubt on the
entity's ability to continue as a going concern (hereinafter: ‘going concern risk’): a lower-than-
estimated EBITDA outcome in 2025, primarily driven by the timing of DRS market implementations
and installation schedules, resulting in revenue being deferred to subsequent periods while fixed
operating costs were incurred. This has led to non‑compliance with one of the bank covenants as at
31 December 2025.
The Board of Directors states that, through obtaining the covenant waiver for the breach in 2025,
the expected cash flows, the expected EBITDA, and the Company’s liquidity and equity position,
the going concern risk arising from non‑compliance with the DSCR covenant at year‑end 2025 and
the uncertainty regarding compliance with the covenants in 2026 has been sufficiently mitigated.
The Board of Directors’ assessment of the mitigation of the going concern risk is based on several
key elements, including the expected go-live of DRS schemes in various countries, such as Poland,
Portugal and the United Kingdom; the successful winning of orders and opportunities in these
countries; and scenario analyses reflecting reasonably possible downside developments.
In order to assess the appropriateness of the going concern assumption applied by the Board of
Directors for the period of twelve months from the date of preparation of the financial statements,
including an evaluation of the effectiveness of the Board of Directors' measures to adequately
mitigate the identified going concern risk and the adequacy of the related disclosures, we carried
out the following audit procedures:
Performing an initial assessment as part of the planning stage to identify events or conditions
that may cast significant doubt on the group’s ability to continue operating as a going concern;
Obtaining an understanding of relevant controls in place relating to the going concern
assessment;
Evaluating the budgeted operating results and related cash flows for the period of twelve
months from the date of preparation of the financial statements considering developments in
the industry, other external factors and our knowledge from the audit;
Considering whether the Board of Directors' going concern assessment contains all relevant
information that we have knowledge of as a result of our audit, and inquiring of the Board of
Directors about key assumptions and estimates;
Reviewing the scenario analyses conducted by the Board of Directors regarding variations in the
assumptions and the expected outcomes, for the acceptability of the applied scenarios;
Analyzing whether the current and necessary financing to be able to continue all business
activities is secured, including evaluating compliance/projected compliance with relevant
covenants;
Obtaining information from the Board of Directors about its knowledge of going concern risks
beyond the period of the going concern assessment carried out by the Board of Directors;
Reviewing interim financial performance compared with the budget and cash flow forecast;
Assessing the covenant calculations for the bank;
Reviewing correspondence with the bank including the waivers regarding the covenants;
Verifying whether other loans contain cross‑default clauses; and
Evaluating the adequacy of going concern disclosures made in the financial statements and
management report.
We assessed whether the notes to the financial statements adequately describe the going concern
risk, the measures taken by the Board of Directors to mitigate it, and the underlying key
assumptions and estimates. We believe the disclosures included in the 'Going concern' section on
pages 79 to 81 of the financial statement and the section ‘Liquidity, capital structure and
financing’ in the management report on pages 17 to 19 are sufficient.
Envipco Annual Report 2025 153
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to
fraud and non-compliance with laws and regulations. During our audit we obtained an
understanding of the entity and its environment and the components of the system of internal
control, including the risk assessment process and management’s process for responding to the
fraud risks and monitoring the system of internal control and how the audit committee exercises
oversight, as well as the results thereof. We refer to section ‘Risks & Uncertainties’ as part of the
Governance Report commencing on page 53 and to pages 58 and 59 for management’s assessment
of fraud risk and corruption and bribery.
We evaluated the design and relevant aspects of the system of internal control and in particular
the fraud risk assessment, as well as among others the code of conduct, whistle blower procedures
and incident registration. We evaluated the design and the implementation and, where considered
appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud
risks. We have communicated significant deficiencies in internal control in writing to the Board of
Directors.
As part of our process of identifying risks of material misstatements of the financial statements due
to fraud, we evaluated fraud risk factors with respect to fraudulent financial reporting,
misappropriation of assets and bribery and corruption. We evaluated whether these fraud risk
factors indicate that a risk of material misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our
other audit procedures and evaluated whether any findings were indicative of fraud or non-
compliance.
We considered available information and inquired with relevant executives, directors and the audit
committee. Our audit procedures did not lead to indications for fraud potentially resulting in
material misstatements.
The fraud risks identified by us and the specific procedures performed are as follows:
RISK OF MANAGEMENT OVERRIDE OF CONTROLS
Description:
Management is in a unique position to perpetrate fraud because
management is able to manipulate accounting records and prepare
fraudulent financial statements by overriding controls that otherwise
appear to be operating effectively.
Therefore, in our audit, we paid attention to the risk of management
override of controls at:
journal entries and other adjustments made throughout the year
and during the course of preparing the financial statements;
consolidation adjustment entries;
estimates and estimation processes;
significant transactions outside the ordinary course of business.
For Envipco specifically, we identified a fraud risk related to revenue
recognition, which is further detailed in the next paragraph.
Our audit approach:
In response to the assessed fraud risk of management override of
controls, our audit procedures included, amongst others, the following:
Envipco Annual Report 2025 154
we made enquiries with management and the Board of Directors and
obtained written representations regarding any actual, suspected,
or alleged instances of management override of controls;
we inspected the minutes of meetings of those charged with
governance to identify any discussions or decisions relevant to the
risk of management override;
where relevant to the audit, we evaluated the design and
implementation of internal control measures in processes related to
the preparation of the financial statements, the generation and
processing of journal entries and elimination entries, and the
estimation process. These evaluations were performed assuming a
risk of management override of controls in these processes;
we selected and tested manual journal entries based on risk
criteria, with particular focus on entries related to revenue
recognition. Substantive audit procedures were performed on these
entries;
we tested the material adjustment entries made during the
consolidation process by reviewing supporting documentation to
ensure their validity;
we performed audit procedures on significant management
estimates, including evaluating the processes and assumptions
underlying these estimates;
we assessed the adequacy and accuracy of the disclosures of
management estimates in the notes to the financial statements.
Our audit procedures did not reveal any specific indications of fraud or
suspicions of fraud related to management override of controls, that
could result in material misstatements.
RISK OF FRAUDULENT FINANCIAL REPORTING DUE TO OVERSTATEMENT OF REVENUES
Description:
We addressed the risk of fraud in revenue recognition for which we
refer to the key audit matter ‘revenue recognition’, as set out in the
section ‘Our key audit matters’ of this report.
Our audit approach:
We addressed the risk of fraud in revenue recognition for which we
refer to the key audit matter ‘revenue recognition’, as set out in the
section ‘Our key audit matters’ of this report.
RISK OF NON-COMPLIANCE WITH ANTI-BRIBERY AND CORRUPTION LAWS
Description:
Envipco and its group companies operate in countries with a low
Corruption Perceptions Index (CPI) and jurisdictions where specific
anti-bribery and corruption laws are applicable. Furthermore, the
group engages in contracts with government entities or government-
related companies, which amplifies the risk of exposure to corruption.
Despite these elevated risk factors, we observed that management has
not implemented a formalized written corruption risk assessment or an
anti-bribery and corruption policy to mitigate these risks.
Therefore, in our audit, we pay attention to the risk of non-compliance
with anti-bribery and corruption laws.
Envipco Annual Report 2025 155
Our audit approach:
For the audit work performed in response to the assessed fraud risk,
we refer to the key audit matter ‘non-compliance with anti-bribery
and corruption laws’, as set out in the section ‘Our key audit matters’
of this report.
RISK OF OVERSTATING OF EXPENSES AND FRAUDULENT PAYMENTS
Description:
The Group incurs a significant volume of expenses, which gives rise to
an inherent risk of material misstatement due to errors or fraudulent
activity in the accounting for these expenses. The risk is heightened by
the potential for payments being made to incorrect creditors or bank
accounts, particularly due to weaknesses in the purchase-to-pay
process.
Given the volume of expenses, as well as the potential for fraudulent
payments, we identified the risk of overstating expenses and
unauthorised payments as key area of focus in our audit.
Our audit approach:
In response to the assessed fraud risk related to expenses and
payments, we performed, amongst others, the following procedures:
we held discussions with the Board of Directors of Envipco Holding
N.V. to identify any known or suspected instances of fraud;
we evaluated the design and implementation of the Group’s internal
control measures related to the purchase-to-pay process to assess
their effectiveness in mitigating fraud risks;
we tested the appropriateness of journal entries made during the
year. This included testing manual journal entries over expenses and
entries that met specific risk-based criteria;
we performed a test of detail on profit-and-loss related journal
entries, corroborating these entries with supporting evidence to
ensure their validity;
where segregation of duties within the purchase-to-pay process was
not ensured, we performed either a can-do-did-do analysis to test
transactions or data analytics testing on outgoing payments using
pre-defined risk-based criteria to identify unusual or potentially
fraudulent transactions;
we performed substantive procedures on petty cash transactions in
jurisdictions where petty cash disbursements occur;
we remained alert for indications of fraud throughout all other audit
procedures and evaluated whether any identified findings or
misstatements were indicative of fraudulent activity.
Based on our audit procedures performed, we did not identify any
specific indications or suspicions of fraud relating to overstating
expenses or payments to non-existent creditors, which could result in
material misstatements.
Envipco Annual Report 2025 156
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements. We have communicated the key audit matters to the Board
of Directors and audit committee. The key audit matters are not a comprehensive reflection of all
matters discussed.
REVENUE RECOGNITION
Description:
For the year ended 31 December 2025, the Group recognised revenue
amounting to € 90.3 million from contracts with customers, relating to
sales of goods, services, and leasing, as disclosed in Note 6 of the
financial statements.
Revenue is a key performance indicator for the Group, and its
significance as the largest item in the financial statements makes it a
critical area of focus. Additionally, the Group conducts a high volume
of transactions with several major customers, which increases the
complexity to revenue recognition and its associated risks.
We identified the existence of revenues as a significant risk, with a
particular focus on the risk of overstatement due to premature
revenue recognition or fictitious revenues. Such risks may arise from
management override of controls to meet market expectations or
shareholders’ targets.
As outlined in the section ‘Audit approach fraud risks’ of this report,
our audit focused on specific fraud risks related to revenue
recognition, including the cut-off of revenue, the validity of sales
invoices, the recognition of revenue in the correct accounting period,
and the risk of inappropriate manual journal entries.
Our audit approach:
Our audit procedures to address the risk of fraud in revenue
recognition included, but were not limited to, the following:
we evaluated the Group’s revenue recognition policies for all
material streams of revenue, including significant customer and
lease contracts, to ensure compliance with IFRS 15 Revenue from
Contracts with Customers and IFRS 16 Leases;
we reviewed management’s stand-alone-selling price assessment to
verify whether the discount has appropriately been allocated
between the performance obligation in time and overtime;
we assessed the design and implementation of the Group’s internal
control measures related to revenue recognition to identify any
potential weaknesses or risks;
we performed detailed substantive testing of revenue by vouching a
sample of sales invoices to supporting documentation, such as
records of goods dispatched or services rendered and authorized
sales contracts;
we conducted detailed substantive testing of lease revenue by
vouching a sample of lease invoices to supporting records and
authorized lease contracts;
we verified the existence of outstanding accounts receivable as at
year-end through customer confirmations and subsequent cash
collection testing;
Envipco Annual Report 2025 157
we reviewed credit notes issued during the year and subsequent to
year-end. Additionally, we performed cut-off testing and periodicity
analysis to ensure revenue transactions were recorded in the correct
reporting period;
we performed specific procedures on manual journal entries,
including the assessment of trade debtor write-offs other than cash
receipts, to identify any unusual or inappropriate adjustments;
we assessed the adequacy and completeness of the disclosures in
the financial statements relating to revenues, as outlined in Note 6.
Based on the audit procedures performed, we have not identified any
material findings.
COMPLIANCE WITH ANTI-BRIBERY AND CORRUPTION LAWS AND REGULATIONS
Description:
The Company is required to comply with anti-bribery and corruption
laws and regulations. Non-compliance with these regulations could
result in significant fines, penalties, or reputational damage. The
Board of Directors has emphasized the importance of compliance in the
paragraph ‘Corruption and bribery’ within the section ‘Risks &
Uncertainties’ as part of the Governance Report on page 59 of the
annual report.
This area is of particular importance in our audit due to the inherent
fraud risks associated with non-compliance, especially in group
companies operating in countries with a low Corruption Perceptions
Index (CPI) or in jurisdictions where specific anti-bribery and
corruption laws apply. Additionally, group companies with contracts
involving government entities or government-related companies pose a
heightened risk.
Given the potential financial and reputational implications, combined
with the inherent complexity of ensuring compliance across diverse
jurisdictions, we have identified compliance with anti-bribery and
corruption laws and regulations as a key audit matter.
Our audit approach:
Our audit procedures to address the risks associated with compliance
with anti-bribery and corruption laws and regulations included, but
were not limited to, the following:
Recognizing that a formal policy regarding bribery and corruption is
not yet available, we conducted discussions with the Board of
Directors of Envipco Holding N.V. to assess any known or suspected
instances of fraud due to corruption, as well as indications of
potential non-compliance with anti-bribery and corruption laws;
we reviewed compliance-questionnaires completed by group
management and local management for any findings in relation to
non-compliance;
we evaluated the design and implementation of the Group’s internal
control framework over compliance risks. This included reviewing
Envipco’s risk assessment processes, policies (e.g., the Code of
Conduct and whistleblower policies), and governance measures;
Envipco Annual Report 2025 158
we performed additional integrity checks on selected customers of
group companies operating in countries with a low Corruption
Perceptions Index (CPI) to assess potential risks;
we obtained an understanding of the process for initiating contracts
by conducting inquiries with the Board of Directors and relevant
management;
we tested the appropriateness and reasonableness of expenses
related to specific contracts and their counterparties, ensuring they
were consistent with contractual terms and free from indicators of
non-compliance;
we tested journal entries meeting predefined risk-based criteria,
including manual entries related to expenses, to identify any
unusual or potentially fraudulent transactions;
we performed data analytics on outgoing payments using pre-
defined risk-based criteria to identify any unusual payment patterns
or transactions indicative of fraud or non-compliance;
throughout our audit, we remained alert for indications of fraud or
corruption as well as potential non-compliance with anti-bribery and
corruption laws. Where identified, we evaluated whether findings or
misstatements were indicative of fraud or non-compliance.
Based on the audit procedures performed, we have not identified any
material findings.
MATURING CONTROL ENVIRONMENT
Description:
Envipco’s control environment continued to develop during 2025,
reflecting the Group’s growth, increasing operational complexity and
further internationalisation. During the year, management continued
to take steps to formalise and strengthen the risk management and
internal control framework, including further development of the
internal audit function, the execution of a group-wide risk assessment
and the initiation of improvement measures in the financial reporting
process.
At the same time, the control environment remained in development
and had not yet reached the level of maturity and consistency required
to fully support the Group’s current scale, international footprint and
listed-company reporting requirements. This was particularly evident
in the financial reporting close, consolidation and external reporting
process.
During our audit, we identified deficiencies in the design, formalisation
and operation of internal controls relevant to financial reporting.
These deficiencies primarily related to the formalisation of the record-
to-report and consolidation processes, the documentation of (manual)
journal entries, review controls over local and group reporting,
significant accounting assessments and disclosures in the annual
reporting process.
The impact of these deficiencies was also reflected in the nature and
volume of audit differences identified during the audit and the level of
follow-up required. Although the uncorrected misstatements were not
Envipco Annual Report 2025 159
material, individually or in aggregate, the identified deficiencies
indicated that the control framework did not yet consistently prevent
or detect misstatements on a timely basis. As a result, our audit
required additional follow-up and substantive audit procedures.
Given the importance of an effective control environment for reliable
financial reporting, and the extent of audit effort required in response
to the identified deficiencies, we identified the developing control
environment as a key audit matter.
Our audit approach:
We obtained an understanding of Envipco’s control environment
relevant to the preparation of the financial statements, with specific
focus on the financial reporting close, consolidation and external
reporting process.
We evaluated the design and implementation of selected controls over
key elements of the record-to-report process, including local reporting
submissions, reconciliation between local trial balances, reporting
packages and group consolidation, manual and consolidation
adjustments, intercompany eliminations, significant accounting
assessments, disclosures and the preparation and review of the annual
report. We also involved IT specialists to assess relevant IT general
controls for systems relevant to financial reporting.
Where controls were not sufficiently formalised, evidenced or
embedded, we adapted our audit approach by performing additional
substantive audit procedures. These procedures included detailed
testing of selected manual and consolidation adjustments,
reconciliation differences, intercompany eliminations, significant
accounting assessments, financial statement disclosures and late
adjustments processed during the audit.
We evaluated the audit differences identified during the audit,
including both corrected and uncorrected misstatements, and
considered whether their nature and volume affected our audit
strategy, our assessment of the risk of material misstatement, and our
conclusion as to whether the financial statements as a whole are free
from material misstatement.
We discussed the identified deficiencies with management and the
Board of Directors, including management’s plans to further strengthen
the financial reporting close, consolidation and external reporting
process. We also considered the relevant disclosures included by the
Board of Directors in the section ‘Evaluation of the risk management
system (VOR Statement)’ regarding risk management and internal
control systems. Based on our audit work, we assessed whether these
disclosures were consistent with our understanding of the maturity of
the control environment, the identified areas for improvement and
management’s plans to further strengthen the financial reporting and
consolidation process.
We also considered these matters in determining the nature and extent
of our audit procedures and in forming our audit opinion.
Envipco Annual Report 2025 160
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains
other information that consists of:
report of the Board of Directors;
remuneration report;
other information as required by Part 9 of Book 2 of the Dutch Civil Code;
other chapters, including:
• 2025 at a glance;
• About Envipco;
• Chairman’s Statement;
• Financials and operational developments;
• Sustainability and EU taxonomy;
• Board of directors;
• Executive management team;
• Board operations & governance
• Corporate governance code;
• Risks & uncertainties;
• Board’s responsibility statement.
Based on the following procedures performed, we conclude that the other information:
is consistent with the financial statements and does not contain material misstatements;
contains all the information regarding the management report and the other information as
required by Part 9 of Book 2 of the Dutch Civil Code as well as the information as required by
Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section
2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the
procedures performed is substantially less than the scope of those performed in our audit of the
financial statements.
The Board of Directors is responsible for the preparation of the other information, including the
management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other
information as required by Part 9 of Book 2 of the Dutch Civil Code. The Board of Directors is also
responsible for the preparation of the remuneration report in accordance with Sections 2:135b and
2:145 sub-Section 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the Board of Directors as auditor of Envipco Holding N.V. on 29 August 2025,
as of the audit for the year 2025 and have operated as statutory auditor ever since that financial
year.
Envipco Annual Report 2025 161
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Envipco Holding N.V. has prepared its annual report in ESEF. The requirements for this are set out
in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the (partly) marked-up
consolidated financial statements as included in the reporting package by Envipco Holding N.V.,
complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in
accordance with the RTS on ESEF, whereby management combines the various components into
one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in
this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N
'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument' (assurance engagements relating to compliance with criteria for digital
reporting).
Our examination included among others:
obtaining an understanding of the entity's financial reporting process, including the preparation
of the reporting package;
identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion including:
• obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as
included in the RTS on ESEF;
• examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these
are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the Board of Directors for the financial statements
The board of directors is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore,
the board of directors is responsible for such internal control as management determines is
necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Board of Directors is responsible for
assessing the company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the Board of Directors should prepare the financial statements using the
Envipco Annual Report 2025 162
going concern basis of accounting, unless the Board of Directors either intends to liquidate the
company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors should disclose events and circumstances that may cast significant doubt on
the company’s ability to continue as a going concern in the financial statements.
The audit committee of the Board of Directors is responsible for overseeing the company’s financial
reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we
may not detect all material misstatements, whether due to fraud or error, during our audit.
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 materiality affects the nature, timing and extent of
our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout
the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
identifying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control;
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors;
concluding on the appropriateness of the Board of Directors use of the going concern basis of
accounting, and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause a company to cease to continue as a going concern;
evaluating the overall presentation, structure and content of the financial statements, including
the disclosures; and
evaluating whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate
audit evidence regarding the financial information of the entities or business units within the group
as a basis for forming an opinion on the financial statements. We are also responsible for the
direction, supervision and review of the audit work performed for purposes of the group audit. We
bear the full responsibility for the auditor's report.
Envipco Annual Report 2025 163
We communicate with the Board of Directors regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant findings in internal
control that we identify during our audit. In this respect we also submit an additional report to the
audit committee in accordance with Article 11 of the EU Regulation on specific requirements
regarding statutory audit of public-interest entities. The information included in this additional
report is consistent with our audit opinion in this auditor’s report.
We provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Board of Directors, we determine the key audit matters:
those matters that were of most significance in the audit of the financial statements. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, not communicating the matter is in the public
interest.
Amstelveen, 11 July 2026
For and on behalf of BDO Audit & Assurance B.V.,
sgd.
A.P. van Veen RA
ENVIPCO HOLDING N.V.
Stationsstraat 77
3811 MH Amersfoort
The Netherlands