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WasteCo FY26 Annual Report release

Annual Report29 May 2026WCOIndustrials

Results announcement




Results for announcement to the market

Name of issuer WasteCo Group Limited

Reporting Period 12 months to 31 March 2026

Previous Reporting Period 12 months to 31 March 2025

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$70,217 24.5%

Total Revenue

$70,217

24.5%

Net profit/(loss) from

continuing operations

$(12,354)

25.4%

Total net profit/(loss)

$(12,354)

25.4%

Interim/Final Dividend

Amount per Quoted Equity

Security

The Company does not propose to pay a dividend at this time.

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date Not applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$(0.0038) $0.0054

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the Annual Report for the year ended 31 March 2026

that accompanies this announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

Nigel Franklin

Contact person for this

announcement

Nigel Franklin

Contact phone number 029 983 3871

Contact email address Nigel.franklin@wasteco.co.nz

Date of release through MAP


29 May 2026


Audited financial statements accompany this announcement.

---

Annual Report
2026

WasteCo Group Limited

Building
strong foundations

for sustainable growth

Annual Report 2026334567891029We1'r r67c
Contents

04

05

10

12

13

14

15

16

18

22

34

41

94

97

110

We deliver cleaner environments

Chair & Interim Chief Executive’s report

Highlights of our year

Competitive advantage

Sector performance

Our operations

Growth strategy

Making waste work for communities

Board of Directors

Corporate Governance Statement

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Auditor’s report

Shareholder and Statutory Information

Company directory

Annual Report 2026434567891029We1'r r67c
From everyday collections to specialised waste

handling, our team delivers

services that are safe, dependable and

environmentally responsible.

More than 45% of our revenue comes

from long-term contracts across local

government, healthcare, infrastructure, and

commercial sectors. This mix of customers,

contracts and regions provides the business

with a more stable revenue base.

WasteCo Group Limited (NZ X: WCO) is a

New Zealand-owned company and the country’s

only NZX-listed waste solutions and industrial

services provider, supporting households,

businesses, and local authorities with waste

management services nationwide.

We provide practical waste and industrial

services to communities across New Zealand.

We deliver cleaner environments

Annual Report 2026534567891029We1'r r67c
Chair & Interim Chief Executive’s report

The deaths of our colleagues Lynda Kelly in Te Anau in

2025 and Paul Cruse in Cardrona in early 2026 have had

a profound impact on our company. Our thoughts remain with

their families, friends and workmates, and we continue

to support all those affected across our business.

WorkSafe has laid a charge against the company under

the Health & Safety at Work Act 2015 in relation to

the Te Anau fatality. As the matter is before the Court,

we are unable to comment further on the devastating incident

or the subsequent legal proceedings.

The Cardrona road accident remains under police

investigation and WasteCo continues to fully cooperate

with the authorities. Until that investigation is complete,

again, we are unable to make any further comment regarding

this tragic incident.

The 2026 financial year was a disappointing year

for WasteCo, both operationally and financially.

This year was about improving how we operate. “

Health & Safety has been our biggest priority.

We committed NZ$1.75 million to a full reset of how we

manage safety across the business. We rebuilt parts

of the leadership team and are introducing better

systems and controls. This work is ongoing.”

Annual Report 2026634567891029We1'r r67c
Over the past decade, WasteCo expanded quickly

through acquisitions and listing on the NZX in 2022.

As the business grew across new regions, operations became

increasingly complex and performance inconsistent.

A major focus this year has been simplifying the business,

strengthening leadership, increasing accountability and

putting more effective Health & Safety and operational

processes in place.

Revenue increased to NZ$70.2 million from NZ$56.4 million

in FY25, and Operating EBITDA increased to NZ$5.85

million from NZ$4.64 million. Despite that revenue growth,

the company recorded a disappointing net loss of

NZ$12.35 million, compared with a loss of NZ$9.9 million

the previous year.

In simple terms, the business was bringing in more revenue,

but it was costing too much to run.

A large portion of the revenue growth has come through

acquisitions rather than stronger performance from

the core business. At the same time, WasteCo was carrying

high debt levels and operating a larger national business

without the systems and structure needed to run it efficiently.

We had high financing costs, low asset utilisation,

rising fleet and operating costs, duplicated overheads and

incurred significant restructuring costs as we worked to

improve the business.

Improvements included investing heavily in resetting

our Health & Safety systems, strengthening leadership and

investing in improving information processes in order to get

better day-to-day oversight of the business. These changes

were necessary, but they came at a significant financial cost

on top of an underperforming core business.

Financially, FY26 was a disappointing result

Annual Report 2026734567891029We1'r r67c
Over the past year we have focused on improving the way

the business operates, with particular attention on managing

critical risks and creating more consistency across the

company. Experienced Health & Safety leadership has been

added, and there is a greater emphasis on accountability and

capability at the frontline.

Training and competency programmes for operational

leaders have expanded, because leadership plays a critical

role in setting standards and improving safety on the ground.

A digital training platform has been introduced, allowing our

people to access training at a time and place that suits them.

This gives staff easier access to training regardless of where

they are based and creates a more consistent approach across

the company.

Board members and senior leaders continue to spend time

out in the field, including in operational environments, with

a focus on critical risks, observing how work is done and

reinforcing good process, safe behaviours and accountability.

Focus has remained on key risk areas, including fatigue

management and driver safety. This includes a more

structured, Group-wide approach to managing fatigue,

supported through engagement with internationally

recognised fatigue expert Professor Drew Dawson.

A Safer Driving Strategy, developed alongside transport

safety specialist Jeff Fleury, has been introduced to our

workforce. This combines direct driver engagement with

technology that helps identify risks, improve driver behaviour

and reduce incidents across the fleet.

Additional changes across the business include stronger

pre-start processes, improved fleet standards, and greater

driver capability and accountability. Together, these changes

reflect a broader shift in how we operate. As part of this,

Safety Incident Management System (SIMs) training

modules are being rolled out across the Group alongside the

new Health & Safety system. These AI-supported modules

are designed to be practical and easy for all staff to access.

Improving safety across the business was,

and remains, a major focus

Annual Report 2026834567891029We1'r r67c
We have already made a number of hard decisions and

have further plans in place to improve our performance.

These include simplifying operations, exiting

underperforming parts of the business, improving fleet

management, reducing debt and making accountability

clearer across the company.

The return on these initiatives will take time to be reflected

in our financial performance, but we are confident that we

will reap the rewards from those endeavours in the current

financial year.

We understand shareholders are frustrated by the company’s

performance. Our responsibility is to keep fixing the

underlying problems in the business and deliver better results

over the next 12 months and subsequent financial years.

We know there is still a lot of work to do, but the Board,

our executive and our entire WasteCo team are committed

to delivering a stronger performance for the business

for FY27 for our shareholders and stakeholders.

Improving our operational & financial performance

Roger Gower

Chair & Interim Chief Executive

Annual Report 2026934567891029We1'r r67c
Key performance issues during FY2026Actions underway to improve performance

Business systems and operational discipline

did not keep pace with the company’s rapid growth

through acquisitions

Simplifying the business, strengthening leadership,

improving accountability and introducing better

systems and processes across the Group

High debt levels remained consistent with the prior

year, with approximately NZ$40 million of asset finance

and convertible notes resulting in finance costs of

NZ$5.5 million during FY26

Repaid NZ$7.3 million of debt principal during FY26,

with further debt reduction planned during FY27

Approximately NZ$1.75 million was invested in our

Health & Safety reset initiatives during the year

Implementing Health & Safety systems, driver

safety programmes and operational controls across the

business

Restructuring costs totalled NZ$1.35 million

during FY26

Continuing restructuring and simplification initiatives

expected to deliver significant annualised savings

during the first half of FY 2027

Organic growth in the core business

remained limited

Established a new sales team and secured

new contracts

Some business units underperformed

and were loss-making

Preparing to begin the $40 million Ashburton District

Council solid waste contract, a nine-year agreement

covering kerbside rubbish and recycling collection.

This commences in October 2026

Asset utilisation and labour efficiency were below

industry standards and our expectations

Exiting underperforming and loss-making operations

across the Group

Vehicle operating costs were too high due to an ageing

fleet inherited through acquisitions

Improving oversight, simplifying workflows and

implementing national fleet management to improve

utilisation and productivity

Overhead costs across some areas of the Group

are too high

Bringing professional services capability in-house,

including HR functions which will generate material

savings across our business

Procurement processes were fragmented

across the business

Continued focus on the sale of underutilised assets

Underutilised assets were impacting returns

and balance sheet efficiency

Expanding the Medical & Quarantine waste business

which we consider to be a division which holds

significant growth potential for us

Working capital pressures limited

financial flexibility

Explore the implementation of a receivables finance

facility with a third party financier with a view

to providing the company with improved liquidity

and working capital

Annual Report 20261034567891029We1'r r67c
Highlights of our year

OPERATIONAL EFFICIENCY

IMPROVEMENTS

Simplifying the business remained a key

priority throughout the year as we worked to

reduce complexity, lower costs and improve

how the business operates day-to-day.

We introduced a centralised procurement

process that streamlined purchasing activities,

improved oversight and delivered greater

efficiencies across the company.

Additional changes included restructuring parts

of the business, reducing headcount where

necessary, improving asset utilisation and

maintaining disciplined cost management.

Together, these changes are expected to

improve efficiency, lower costs and strengthen

the business.

CONSTRUCTION &

DEMOLITION WASTE FACILITY

A key focus for the year has been our partnership

with Porirua City Council to establish and

operate a construction and demolition (C&D)

waste sorting facility in Wellington.

Once operational, the facility will be capable of

processing more than 30,000 tonnes of C&D

waste annually, creating a large-scale waste

processing facility for the Wellington region.

The facility will provide local waste operators

with an alternative to landfill disposal,

supporting greater diversion of construction

and demolition material from the region’s

three landfills and improving recycling and

waste diversion.

LEADERSHIP

& ORGANISATIONAL

RESET

We undertook a significant

reset of our human resources

structure across the business.

This included adding

leadership expertise and

introducing new

employment contracts.

These changes were needed

to improve leadership,

simplify decision-making and

create clearer accountability

across the company.

Annual Report 20261134567891029We1'r r67c
ORGANIC GROWTH

& CONTRACT WINS

CROMWELL

TRANSFER FACILITY

Our organic growth strategy

continued during the year,

highlighted by the successful

award of the Ashburton solid

waste contract, which will

start in October this year,

a contract opportunity we

also highlighted in last year’s

annual report.

Progress in expanding our

specialist service offerings

is creating new growth

opportunities and growing our

presence in the market.

We built a new M&Q

transfer facility in Cromwell

to support the Queenstown

International Airport contract

and enable future growth

across the wider Southland

and Otago regions.

APPOINTMENT OF

CHIEF OPERATING OFFICER

An important development during the year

was the appointment of Stephen Towsen as

Chief Operating Officer.

Stephen brings extensive operational

leadership experience and a strong track

record of delivering performance improvements.

He has extensive experience in the waste

industry. His leadership is already contributing

positively as WasteCo works to improve

consistency, expertise and performance

across the business.

Competitive advantage
WasteCo’s competitive strengths include:

Operations across

multiple regions

and service lines

Experience

in landfill diversion,

waste sorting and

industrial services

Specialist

Medical & Quarantine

waste capability

Long-term contracts

with councils, healthcare

providers and major

commercial customers

Annual Report 20261334567891029We1'r r67c
Sector performance

The waste services sector remains stable,

reflecting its role as an essential service.

Communities require collection, processing and

disposal regardless of economic conditions.

However, the operating environment has

become more challenging in recent years.

Rising costs, particularly fuel, labour and landfill

levies, continue to put pressure on margins

across the industry.

The Government’s plan to progressively

increase the national waste levy, along

with stricter reporting and compliance

requirements, has added further cost

and complexity.

These changes are designed to

reduce reliance on landfill and

improve recycling and resource

recovery, but they also

increase costs and compliance

requirements for operators.

These changes are also creating new

opportunities for operators able to provide

recycling, diversion and specialist

waste services.

Competition in the sector is increasing, with

well-capitalised international operators active in

the New Zealand market alongside established

domestic providers.

Scale, efficient operations and long-term

contracts are becoming increasingly important,

particularly with councils and large corporates.

Across the industry, operators are

responding by tightening cost control,

optimising networks and improving fleet

and asset utilisation.

Demand across the sector is expected to

remain steady because these services

are essential, although regulatory

pressure and rising environmental

expectations will continue to reshape

how operators invest and compete.

Growth will be shaped by regulatory

change, population growth

and rising expectations around

environmental outcomes. Companies

that can deliver reliable service, manage costs

effectively and adapt to a more regulated

environment will be best positioned to succeed.

WasteCo is well positioned,

with multiple long-term contracts

across the country

Annual Report 20261434567891029We1'r r67c
Our operations

WasteCo has the following operations throughout New Zealand:

NELSON & MARLBOROUGH

AUCKLAND, HAMILTON

& WELLINGTON

CANTERBURY

SOUTH CANTERBURY

OTAGO

SOUTHLAND

→Sweeping

→Industrial services

Waste collection and industrial

services to commercial,

industrial and municipal clients

→Waste collection

→Bin & skip rentals

→Industrial services

→Ship hold cleaning specialists

→Waste collection

→Bin & skip rentals

→Industrial services

→Medical & Quarantine

waste services

→Landfill management

→Sweeping

→Event and general waste

sorting & diversion

→Industrial services

→Transfer station management

→Residential

& commercial waste

→Fresh water delivery

→Liquid waste

→Road sweeping

→Bins & loose litter

→Wheelie bins

→Front load bins

→Ship cleaning

→Steam & water-blasting

→Hydrovac

→Dust-free sweeping

& scrubbing

→Sump cleaning

→Waste auditing

& minimisation planning

→Ultra high-pressure

industrial blasting

→24/7 Urgent spill response

→Construction & demolition

waste processing

→Grease trap cleaning

→Septic tank cleaning

→Skip hire

→Medical & quarantine waste

→Portaloo hire

→Hook bins

Via the Civic Waste acquisition

in December 2024

Annual Report 20261534567891029We1'r r67c
Growth strategy

↗The fragmented industry presents a significant

number of consolidation opportunities.

↗Grow the Medical & Quarantine (M&Q) waste

business—WasteCo is one of only two operators

of M&Q processing facilities in NZ.

↗Our immediate focus is improving operational

performance and strengthening market

position in the South Island.

↗Continue investment in waste diversion

infrastructure and processing capability

that supports growth, improves resource

recovery and helps secure new commercial

and municipal contracts.

↗This includes the opening of a new Construction

& Demolition (C&D) waste sorting facility in

Porirua and strengthening service capacity

across the greater Wellington region.

↗Value arbitrage between private transaction

multiples and listed multiples supported by

strong infrastructure investor sector interest

due to defensive earnings.

↗Take advantage of the economic recovery and

increased waste volumes.

↗Longer term, we see growth opportunities

in the North Island through the Civic Waste

business, both organically and through

selective acquisitions.

↗Look to invest in new waste

technology solutions.

↗We have identified a number of strategic

acquisition targets across solid waste services.

↗Continue to grow a strong pipeline of waste

contracting opportunities.

↗WasteCo has made good progress integrating

acquisitions, including financial systems.

↗Capture the significant opportunity to obtain

additional market share in industrial services

across the rural sector.

↗We have established acquisition criteria with

the expectation that acquisitions will deliver

significant synergies.

↗With the Civic Waste acquisition, we can now

offer a nationwide service and respond to

national tenders for waste services.

↗Drive sustainable revenue growth by securing

new waste management tenders and

proactively renewing existing service contracts

to strengthen market position and long-term

customer retention.

CONTINUE OUR ORGANIC GROWTH

IN SOLID WASTE

FURTHER INVESTMENT

IN PLANT & INFRASTRUCTURE

GEOGRAPHIC EXPANSION

TARGETED & DISCIPLINED

ACQUISITION STRATEGY

↗There are accretive earnings through the

opportunities afforded by ‘cross-selling’

WasteCo’s services to new client bases

acquired through acquisitions.

Annual Report 20261634567891029We1'r r67c
Making waste work

for communities

Our team hand-sorted waste to maximise recovery

and diversion at Christchurch’s Christmas In The Park,

helping achieve a 72% diversion rate from landfill ▶

We continue to support communities across New Zealand

through local events, environmental initiatives and partnerships.

During the year we supported two major Christchurch community events,

helping reduce landfill waste through sorting and diversion initiatives.

At Christmas In The Park, where more than

20,000 people attended the annual event, our

staff were on site helping sort waste and support

recycling efforts throughout the evening.

We also supported Electric Avenue,

attended by more than 70,000 people across

two days, by providing bins across the site

to help keep the event clean and encourage

effective waste management.

Our Auckland Graffiti team was recently

called out to remove graffiti in the rail corridor.

With quick response times and specialist

surface care, the area was restored quickly

and safely.

Annual Report 20261734567891029We1'r r67c
Civic Waste supported the Manurewa Marlins during the year,

backing a club that shares our focus on community pride and

keeping local spaces clean and tidy.

We continued our work with Antarctica

New Zealand, managing frozen waste generated

on the ice and helping protect one of the world’s

most fragile environments.

This work includes sterilising food waste and

handling treated human waste for deep burial

in approved areas.

We also sponsored the conference app at

the 2026 WasteMINZ Conference, reflecting our

ongoing commitment to landfill diversion and

cleaner environments.

Environmental responsibility

remains an important focus for us

Annual Report 20261834567891029We1'r r67c
Roger is an experienced executive and director

with a long background in transport, logistics and

infrastructure businesses.

He played a key role in the NASDAQ listing of a New

Zealand transport company and has extensive

experience in corporate finance, governance and

capital raising.

Roger became Chair of WasteCo in December

2024. He is also Chair of PrimePort Timaru and

New Zealand Food Innovation Auckland (The

FoodBowl), and a director of several listed and

private companies.

Earlier in his career, Roger was Chair of Charlie’s

Group following its NZX listing in 2005. He

later became involved with WasteCo through

Goodwood Capital and remained involved

following the company’s reverse listing in 2022.

Roger holds a Bachelor of Commerce from the

University of Auckland, an MBA from Massey

University and a Master of Philosophy from

Cambridge University.

Roger was appointed to the Board on

19 October 2020 and Chair on 19 December 2024.

Chair

WasteCo Board of Directors

Roger Gower

Annual Report 20261934567891029We1'r r67c
Neil brings extensive governance, financial and

commercial experience developed over more than

30 years in advisory and business leadership roles.

He is a Chartered Accountant with strong

experience in financing, acquisitions, governance

and business structuring, and has held a range

of governance positions across New Zealand

businesses and organisations.

Neil was appointed to the Board on 1 March 2026.

Sean has more than 30 years’ experience as

a corporate lawyer and capital markets adviser.

His background includes securities law,

NZX regulation, public listings, takeovers,

fundraising and corporate governance.

Sean is a Chartered Member of the Institute

of Directors and holds Bachelor of Arts and

Bachelor of Laws (Hons) degrees from the

University of Auckland.

He is also a director of several listed and

significant private companies.

Sean was appointed to the Board

on 19 December 2024.

Independent DirectorNon-Independent Director

Neil McAraSean Joyce

Annual Report 20262034567891029We1'r r67c
Simon has more than 25 years’ experience in

business and property investment, alongside an

earlier legal career with major New Zealand law

firms.

As principal of Empire Capital, he has led

investments and growth projects across the

marine, property, technology and infrastructure

sectors.

His commercial experience includes acquisitions,

development projects and long-term investment

management across a range of industries.

Simon was appointed to the Board

on 19 December 2024.

James is one of WasteCo’s founders.

Before establishing WasteCo with Carl Storm,

he worked in cost and management accounting

roles across banking, foreign exchange,

broadcasting, manufacturing and

pharmaceutical businesses.

Non-Independent DirectorNon-Independent Director

Simon HerbertJames Redmayne

Resigned from the Board in May 2026

Annual Report 20262134567891029We1'r r67c
Sara brings more than 30 years of governance

and executive leadership experience across

New Zealand and Australia.

Her background includes senior leadership roles

in transport, logistics, agriculture and energy

businesses, including Port of Tauranga. She is the

former Chair of the Waipuna Hospice Foundation.

Sara has also held governance roles with

New Zealand Post, Genesis Energy,

New Zealand Merino and The Employers

& Manufacturers Association.

Sara was appointed to the Board on 1 July 2025.

Rodney is a Chartered Accountant with more

than 30 years’ commercial and financial

management experience.

His background includes senior finance roles

across manufacturing, printing, hospitality and

private investment businesses, including CFO

roles within the Empire Capital Group.

He brought strong commercial, financial and

governance experience to the WasteCo Board.

Independent DirectorNon-Independent Director

Resigned from the Board in May 2026

Sara LunamRodney Malam

Annual Report 20262234567891029We1'r r67c
for the year ended 31 March 2026

Corporate Governance Statement

The full content of the company’s Governance Code, related policies and charters can be found

on the company’s website (‘website’).

This statement is a summary of the corporate governance arrangements approved and observed

by the Board as at 31 March 2026. The corporate governance arrangements are based on the

principles set out in the NZX Corporate Governance Code (‘NZX Code’). This statement has been

approved by the Board.

The Board has documented a Code of Ethics, which can be found on the website. The Code of

Ethics details the ethical standards to which the directors and employees of the Company and its

subsidiaries (Group) are expected to adhere. The Code of Ethics includes the items listed under

Recommendation 1.1 of the NZX Code. Training is provided on the Code of Ethics on

a regular basis.

The objective of the Board is to enhance shareholder value by directing the company in

accordance with sound governance principles. The Board assumes the following primary

responsibilities:

A formal Governance Code, which can be found on the website, has been adopted by the Board

and further outlines roles and responsibilities of the Board, and distinguishes and discloses the

respective roles and responsibilities of the Board and management.

• formulation and approval of the strategic direction, objectives and goals of the Company;

• monitoring the financial performance of the Company, including approval of the

Company’s financial statements;

• ensuring that adequate internal control systems and procedures exist and that

compliance with these systems and procedures is maintained;

• review of performance and remuneration of directors and executive officers; and

• establishment and maintenance of appropriate ethical standards for the Company

to operate by.

The Board is committed to achieving best practice corporate governance

and the highest standards of ethical behaviour. The governance principles

adopted by the Board are designed to achieve these goals.

Code of Ethics

Roles of the Board

Annual Report 20262334567891029We1'r r67c
The Company regularly evaluates the performance of the directors, Board and Board committees

internally. In addition, the Company continues to assess the size, diversity and skills of the Board.

Directors also receive appropriate training to remain current on how to best perform their duties

as directors of the Company.

The Company enters into written agreements with newly appointed directors establishing the

terms of their appointment.

In accordance with the Company’s constitution and the NZX Listing Rules, the Board

will comprise not less than three directors. The Board will be comprised of persons with

complementary skills appropriate to the Company’s objectives and strategies. The Board must

include not less than two persons who are deemed to be independent. A profile for each director

is set out on pages 18–21 of this Annual Report and on the website.

Independence is assessed in accordance with the NZX Listing Rules, the factors listed under

Recommendation 2.4 of the NZX Code, and up to date information about a director. The Board

also has regard to the purpose of the composition requirements under the NZX Listing Rules.

WasteCo’s Board currently comprises five Directors as follows:

Rodney Malam was also appointed as a Non-Independent Alternate Director in December 2024.

He was an alternate for Sean Joyce and Simon Herbert and was authorised to act in their place if

his appointer was absent. Rodney Malam resigned from the Board on 1 May 2026.

As outlined above, Neil McAra and Sara Lunam are considered independent directors by the

Board, in accordance with the NZX Listing Rules, as of 31 March 2026

This determination is based on the fact that Mr. McAra and Ms. Lunam are not employees of the

Group and do not have any ‘Disqualifying Relationship’ as defined in the NZX Listing Rules.

Board composition

Roger Gower (Chair)Non-Independent Director

Neil McAraIndependent Director

Sara LunamIndependent Director

Sean JoyceNon-Independent Director

Simon HerbertNon-Independent Director

Annual Report 20262434567891029We1'r r67c
The following individuals are considered Non-Independent Directors:

Additionally, after careful consideration, the Board has found no other factors, including those

referenced in Table 2.4 of the NZX Code, that would affect the independence status of Mr. McAra,

or Ms. Lunam.

Note that while Sean Joyce is appointed to the Board in his capacity as a representative of

Substantial Product Holder, Empire Waste Technology Limited, he does not hold a personal

relevant interest in those shares. Simon Herbert is the sole shareholder of the ultimate holding

company of Empire Waste Technology Limited, Empire Holdings Trustee Limited.

• Roger Gower—has a disqualifying relationship as he is the Chair of the Board

and is the interim Chief Executive Officer.

• Sean Joyce—has a Disqualifying Relationship as he was appointed to the Board

by a Substantial Product Holder of the Company, Empire Waste Technology Limited.

• Simon Herbert—has a Disqualifying Relationship as he was appointed to the Board

by a Substantial Product Holder of the Company, Empire Waste Technology Limited.

• Shane Edmond resigned from the Board on 28 February 2026.

• Rodney Malam resigned from the Board on 1 May 2026.

• James Redmayne resigned from the Board on 25 May 2026.

Resignations and role changes

The Board considers that, although it does not have a majority of independent Board members,

it has the right balance for the current size and structure of the Company. The Board will continue

to reassess this to ensure that the balance of Board members remains appropriate for the

Company’s needs.

Board meetings are held on a monthly basis and are attended by key management personnel

as required. Additional meetings are held as and when required. Each Board meeting involves

discussions and review of Health & Safety, finance, market information, strategy and other

operational matters.

Board meetings

Annual Report 20262534567891029We1'r r67c
The following table shows director attendance at Board meetings and Board committee meetings

for the FY26 financial year:

Board memberBoard Meetings

attended

Audit, Finance

& Risk Committee

Remuneration,

Nomination

and Health & Safety

Committee

Roger Gower1031

Shane Edmond

Resigned on 28 February 2026

731

James Redmayne

Resigned on 25 May 2026

103—

Simon Herbert

9——

Sean Joyce

10——

Sara Lunam

6——

Neil McAra

1——

The Company’s Governance Code sets out the nomination and appointment procedures for

directors. When a vacancy arises, the Board will identify candidates with a mix of diversity,

capabilities and perspectives considered necessary for the Board to carry out its responsibilities

effectively in accordance with its nomination and appointment procedure. A director appointed

by the Board must stand for election at the next Annual Meeting. A director may not hold office for

longer than three years or past the third annual meeting following that director’s appointment.

Retiring directors are eligible for re-election.

The Board has established an Audit, Finance & Risk Committee and a Remuneration,

Nomination and Health & Safety Committee.

Criteria for Board membership

Board committees

Annual Report 20262634567891029We1'r r67c
The Audit, Finance & Risk Committee operates under a Charter approved by the Board and is

accountable to the Board for:

Audit, Finance & Risk Committee

• the business relationship with, and the independence of, external auditors;

• the reliability and appropriateness of the disclosure of the financial statements and

external financial communication; and

• the maintenance of an effective business risk management framework including

compliance and internal controls.

Part of the Audit, Finance & Risk Committee’s role is to oversee financial reporting to ensure it is

balanced, clear and objective.

The current members of the Audit, Finance & Risk Committee are Neil McAra (Chair),

Roger Gower and Sara Lunam. Neil McAra is an independent chair of the Audit, Finance & Risk

Committee and is not Chair of the Board. Employees only attend the Audit, Finance

& Risk Committee meetings at the invitation of the committee.

The Audit, Finance & Risk Committee Charter can be found on the website.

The Remuneration, Nomination and Health & Safety Committee operates under a Charter

approved by the Board and is accountable to the Board for:

Remuneration, Nomination and Health & Safety Committee

• the appointment, remuneration and evaluation of the CEO and succession planning

in relation to them;

• the remuneration of the leadership team;

• reviewing risks and compliance with statutory and regulatory requirements relative to

human resources;

• reviewing Health & Safety policies to ensure the Company is providing a safe working

environment for all employees and contractors; and

• recommending to the Board, candidates to be appointed as a director.

Annual Report 20262734567891029We1'r r67c
The current members of the Remuneration, Nomination and Health & Safety Committee

are Sara Lunam and Sean Joyce, of which one is an independent director. Management only

attends Remuneration, Nomination and Health & Safety Committee meetings at the invitation of

the committee. The remuneration paid to the directors during the financial year ended

31 March 2026 is set out on page 106 of this Annual Report.

WasteCo has a remuneration policy for the remuneration of executives and directors,

contained in the Company’s Governance Code. The Board promotes the alignment of the

interests of the directors, the CEO and management with the long-term interests of shareholders.

The remuneration received by directors in FY26 is disclosed on page 106 of this Annual Report.

The remuneration arrangements for the CEO are disclosed on page 107 of this Annual Report.

This includes a base salary and a short term incentive but no long term incentives.

The Remuneration, Nomination and Health & Safety Committee Charter can be found

on the website.

The Board has adopted a set of protocols to be followed in the event of a control transaction

(as defined in the NZX Code) being made. In the event of a control transaction, a control

transaction committee of independent directors would be formed and would have responsibility

for managing the control transaction in accordance with the Board protocols and applicable laws,

including the New Zealand Takeovers Code.

The Company does not currently have any other standing Board committees. The Board

has considered whether any other Board committees are required and has determined they

are not required.

Other Committees

The Company has a detailed Securities Trading Policy which applies to all directors and

employees, and their associated persons, and can be found on the website. The procedures

outlined in this policy must be followed by all directors and any employees to obtain consent to

trade in the Company’s shares. Under the policy, trading restrictions apply during the following

specific blackout periods:

Trading in Shares

• two weeks before 30 September until 48 hours after the half-year results are

released to NZX;

• two weeks before 31 March until 48 hours after the full-year results are released

to NZX; and

• 30 days prior to release of an offer document (such as a product disclosure statement)

for a general public offer of the same class of shares.

Annual Report 20262834567891029We1'r r67c
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules

such that all investors have equal and timely access to material information concerning the

Company, including its financial situation, performance, ownership and governance.

Announcements are factual and presented in a clear and balanced way. Significant market

announcements, including the announcements of the half-year and full-year results and the

financial statements for those periods are reviewed by the Board prior to release.

The Group’s NZX Market Disclosure Policy has been put in place to ensure that the Company

complies with its continuous disclosure obligations at all times and can be found on the website.

Continuous disclosure

The Board ensures that the Group effectively manages Health & Safety. Providing leadership and

securing and allocating resources, as well as ensuring the Company has the appropriate team,

systems and equipment to manage the risks related to its work activities, are important aspects

of the Board’s responsibility to Health & Safety management. The Group has a Health & Safety

incident reporting system by which it reports all incidents to the Board for its information, review

and assurance on a monthly basis.

Health & Safety

Outside the black-out periods specified above, any trading is subject to the notification and

consent requirements outlined in the policy.

Annual Report 20262934567891029We1'r r67c
The Board recognises the wide-ranging benefits that diversity brings to an organisation.

The Company endeavours to incorporate diversity to ensure a balance of skills and perspectives

are available to benefit our shareholders. The Company’s Diversity Policy can be found

on the website.

WasteCo Group’s diversity focuses on gender, age, ethnicity, sexual orientation,

inclusion and flexibility. The activity we undertake across these areas of focus is aligned

to the following principles:

As at 31 March 2026, the gender balance of the Company’s directors (excluding alternates)

and officers were as follows:

Diversity

• increasing the diversity of our workforce at senior levels;

• creating a flexible and inclusive work environment that values difference and enhances

business outcomes;

• harnessing diversity of thought and capitalising on individual differences;

• leadership behaviours that reflect our belief in the value of inclusion and diversity; and

• retaining and attracting a talented workforce through increasing the diversity of the

candidate pool and maintaining a recruitment strategy that is attractive to all candidates.

20262025

FEMALEMALEFEMALEMALE

Directors15—5

Officers (excluding directors)—2—2

Total17—7

As the opportunity arises to expand the Board, the Company will look to diversify in terms of both

gender and skills.

The waste industry has historically had a larger percentage of male employees. WasteCo has

taken active steps to increase the percentage representation of female employees through equal

employment opportunity initiatives and policies, assessments of gender pay gap, employee

wellbeing initiatives and a focus on an inclusive family-oriented work culture.

Annual Report 20263034567891029We1'r r67c
The Board is responsible for ensuring that material business and financial risks are identified,

and that appropriate controls and procedures are in place to effectively manage those risks.

The Audit, Finance & Risk Committee has overall responsibility for ensuring that the Company’s

risk management framework is appropriate and that risks are identified,

considered and managed. Risk management is a standing item on the agenda for Audit,

Finance and Risk Committee meetings. During the year ended 31 March 2026, the Group

implemented a number of risk management initiatives. Health & Safety continues to be a key

area of focus, and an external review was completed on Human Resources.

The Board has established a framework for the Group’s relationship with its external auditors,

which ensures that external audit independence is maintained. The External Audit Policy is

set out in the Company’s Governance Code, available on the website. Oversight of the Group’s

external audit arrangements is the responsibility of the Audit, Finance & Risk Committee.

The External Audit Policy covers:

The Company does not have an internal audit function, however it has internal processes and

processes that are considered to be appropriate for the size, structure and complexity of the

Group. As set out in the Company’s Governance Code, the Audit, Finance & Risk Committee is

responsible for regularly reviewing the Company’s internal controls and systems, and regularly

reporting to the Board on the Company’s internal control processes.

The external auditor attends the Company’s annual meeting each year to answer questions from

shareholders in relation to the audit.

Risks

Auditor

External auditor

Internal audit

• communication between the Audit, Finance & Risk Committee and the

external auditors;

• maintaining independence of the external auditors; and

• the process for reporting on non-audit work.

Annual Report 20263134567891029We1'r r67c
The Company has a dedicated page on its website where investors and stakeholders

can access financial and operational information and key corporate governance

information about the Company.

Shareholders can raise queries via the contact information on the website or at

the Company’s Annual Meeting of shareholders. Shareholders can elect to receive

communications electronically.

As required by the NZX Listing Rules, the Company seeks shareholder approval

for major decisions.

As set out in the Company’s Governance Code, the Board endeavours to release all notices of

meeting at least 20 business days prior to the date of the meeting, where practical.

During the year ended 31 March 2026, the Company has followed the NZX Code (31 March 2026)

in all material aspects, with the following exceptions:

Shareholder rights & relations

NZX Corporate Governance Code (31 March 2026)

ReferenceRecommendationAlternative Governance Practice

& Reason for the Practice

Recommendation 2.8A majority of the Board should be

Independent Directors.

James Redmayne (who has since resigned

on 25 May 2026), Sean Joyce, Simon

Herbert and Rodney Malam (alternate for

Sean Joyce and Simon Herbert, who has

since resigned on 1 May 2026) are not

classified as independent directors due to

their status as either Substantial Product

Holder(s) of the Company, or having been

appointed to the Board by a Substantial

Product Holder of the Company.

While the Board does not currently have

a majority of independent directors, it

believes that the existing composition

provides an appropriate balance given the

Company’s current size and structure.

The Board remains committed to ongoing

reassessment of its structure to ensure

that the composition continues to align

with the Company’s strategic needs and

governance requirements.

Annual Report 20263234567891029We1'r r67c
ReferenceRecommendationAlternative Governance Practice

& Reason for the Practice

Recommendation 2.9An issuer should have an independent

Chair of the Board

David Peterson resigned as CEO effective

at the end of June 2025. The Board has

commenced a formal search for a new CEO.

In the interim, Chair Roger Gower

has assumed the role of Interim CEO

to ensure a smooth leadership transition

and to continue oversight of the company’s

safety and operational reset are underway.

The Board considers these arrangements

appropriate in the circumstances.

Recommendation 2.10The Chair and the CEO should be

different people

Recommendation 3.3At least a majority of the

remuneration committee should be

Independent Directors

The committee currently comprises

one Independent Director and one

Non-Executive Director. The Board

considers this appropriate for WasteCo.

Recommendation 3.1An audit committee should only

comprise Non-Executive Directors

The committee currently includes Chair and

Interim CEO Roger Gower.

Recommendation 4.4An issuer should provide non-financial

disclosure at least annually, including

considering environmental, social

sustainability and governance factors

and practices. It should explain

how operational or non-financial

targets are measured. Non-financial

reporting should be informative,

include forward looking assessments,

and align with key strategies and

metrics monitored by the Board.

WasteCo has not yet provided

comprehensive reporting on environmental,

economic, and social sustainability factors.

Moving forward, the Board, in collaboration

with the appropriate committees, will

continue to identify relevant measures for

these key areas. Efforts are underway to

develop and implement systems that will

effectively capture, refine, and structure

this information to support future reporting

and transparency in these domains.

Annual Report 20263334567891029We1'r r67c
ReferenceRecommendationAlternative Governance Practice

& Reason for the Practice

Recommendation 6.1An issuer should have a risk

management framework for its

business and the issuer’s Board

should receive and review regular

reports. An issuer should report the

material risks facing the business and

how these are being managed.

Risk Management Implementation—FY26

Throughout FY26, the Board has

remained committed to implementing

and refining the Group’s risk management

plan, ensuring it effectively addresses

the material risks impacting business

operations. This approach follows the

reverse takeover transaction completed in

December 2022, providing a framework for

managing evolving challenges

and opportunities.

The risk management plan has been

designed with a specific focus on strategic,

operational, and project-related risks,

ensuring comprehensive oversight and

mitigation efforts. In particular, the

following key areas have been a priority:

→Health & Safety: Strengthening

workplace safety protocols and

compliance measures.

→Human Resources: New employment

contracts were rolled out across the

business to ensure we are up to date

with all current legislation.

By prioritising these critical areas,

the Board aims to ensure long-term

sustainability, operational efficiency, and

proactive risk mitigation across the Group.

The alternative governance practices described in the table above have been approved

by the Board.

Annual Report 20263434567891029We1'r r67c
Consolidated Statement of Profit or Loss

and Other Comprehensive Income

for the year ended 31 March 2026


Note2026

NZ$000

2025

NZ$000

Revenue570,21756,409

Other income6155321

Expenses

Labour related expenses7.1(31,635)(24,598)

Collection, recycling and waste disposal expenses(13,978)(10,798)

Fleet operating expenses(10,462)(9,988)

Depreciation and amortisation expenses7(9,74 9)(8,169)

Property expenses(1,630)(1,012)

Other expenses(6,807)(5,680)

Loss from operations(3,889)(3,515)

Finance costs7.2(5,456)(5,114)

Health & Safety reset project costs(1,750) —

Restructuring costs7.3(1,345)(1,755)

Acquisition costs7.4(27)(605)

Loss before income tax(12,467)(10,989)

Income tax benefit91131,135

Loss for the year(12,354)(9,854)

Other comprehensive income

Other comprehensive income for the year — —

Total comprehensive loss for the year(12,354)(9,854)

Loss per share

Basic and diluted loss per share (NZ$)10(0.011)(0.011)

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Annual Report 20263534567891029We1'r r67c
Consolidated Statement of Changes in Equity

for the year ended 31 March 2026

NoteShare

capital

NZ$000

Convertible

notes

reserve

NZ$000

Share based

payments

reserve

NZ$000

Retained

earnings

NZ$000

Total

equity


NZ$000

Balance at 31 March 2024

19,931343564(4,451)16,387

Loss for the year

———(9,854)(9,854)

Other comprehensive

income net of income tax

—————

Total comprehensive loss

———(9,854)(9,854)

Transaction with owners in their capacity as owners

Shares issued during

the year

19

5,000———5,000

Less: share issue costs19

(298)———(298)

Equity component

recognised in convertible

notes reserve

18.4

—4,270——4,270

Less: transaction

costs allocated to the

equity component of

convertible notes

18.4

—(148)——(148)

Share options issued20, 21

——144—144

Share options forfeited20, 21

——(297)94(203)

Balance at 31 March 2025

24,6334,465411(14,211)15,298

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Annual Report 20263634567891029We1'r r67c
NoteShare

capital

NZ$000

Convertible

notes

reserve

NZ$000

Share based

payments

reserve

NZ$000

Retained

earnings

NZ$000

Total

equity


NZ$000

Balance at 1 April 2025

24,6334,465411(14,211)15,298

Loss for the year

———(12,354)(12,354)

Other comprehensive

income net of income tax

—————

Total comprehensive loss

———(12,354)(12,354)

Transaction with owners in their capacity as owners

Equity component

recognised in convertible

notes reserve

18.4

—210——210

Less: transaction

costs allocated to the

equity component

of convertible notes

18.4

—(29)——(29)

Share options issued20, 21

——76—76

Share options forfeited20, 21

——(164)164—

Balance at 31 March 2026

24,6334,646323(26,401)3,201

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Annual Report 20263734567891029We1'r r67c
Consolidated Statement of Financial Position

as at 31 March 2026


Note2026

NZ$000

2025

NZ$000

ASSETS

Current assets

Cash at bank24.11,1595,854

Trade receivables and other current assets118,6068,678

Inventories1217972

9,94414,604

Assets classified as held for sale13650199

Total current assets10,59414,803

Non-current assets

Property, plant and equipment1436,41141,394

Right-of-use assets15.116,27514,620

Intangible assets167,4 0 29,319

Total non-current assets60,08865,333

Total assets70,68280,136

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Annual Report 20263834567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

LIABILITIES

Current liabilities

Trade payable and other current liabilities179,3797,76 6

Lease liabilities15.23,2462,276

Borrowings1826,6648,652

Income tax payable18142

Total current liabilities39,30718,836

Non-current liabilities

Lease liabilities15.214 ,74 213,704

Borrowings1813,43232,298

Total non-current liabilities28,17446,002

Total liabilities67,48164,838

Net assets3,20115,298

EQUITY

Share capital1924,63324,633

Convertible notes reserve18.44,6464,465

Share based payments reserve20323411

Retained earnings(26,401)(14,211)

Total equity3,20115,298

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

These consolidated financial statements were approved by the Board on 28 May 2026.

Signed on behalf of the Board by:

Roger Gower

Director

Neil McAra

Director

Annual Report 20263934567891029We1'r r67c
Consolidated Statement of Cash Flows

for the year ended 31 March 2026


Note2026

NZ$000

2025

NZ$000

Cash flows from operating activities

Receipts from customers70,8315 7, 8 7 9

Government grants received22

Payments to suppliers and employees(65,272)(53,447)

Interest received914

Income tax (paid)/refunded(13)21

Net cash from operating activities24.25,5574,469

Cash flows from investing activities

Payments for property, plant and equipment14(1,809)(1,038)

Receipts from sale of property, plant and equipment1,118531

Receipts from sale of assets held for sale13199—

Payments for intangible assets16(69)(12)

Payment of deferred settlement17(500)—

Acquisition of business26—(5,581)

Acquisition costs7.4(27)(393)

Contribution to acquisition expenses—75

Net cash used in investing activities(1,088)(6,418)

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Annual Report 20264034567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Cash flows from financing activities

Proceeds from issue of share capital19—5,000

Payments for share issue costs19—(298)

Proceeds from borrowings24.32,61432,132

Principal repayment of borrowings24.3( 7, 3 0 6)(36,488)

Interest paid on borrowings24.3(1,938)(3,160)

Proceeds from convertible notes18.41,00015,000

Repayment of convertible notes18.4(2,000)—

Payments for convertible note issue costs18.4(75)(510)

Interest paid on convertible notes18.4(1,150)(547)

Principal repayment of lease liabilities24.3(3,090)(1,700)

Interest paid on lease liabilities24.3(1,334)(1,037)

Other interest paid(7)—

Net cash (used in)/from financing activities(13,286)8,392

Net (decrease)/increase in cash and cash equivalents(8,817)6,443

Cash and cash equivalents at the beginning of the year5,854(589)

Cash and cash equivalents at the end of the year24.1(2,963)5,854

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Annual Report 20264134567891029We1'r r67c
Notes to the Consolidated

Financial Statements

for the year ended 31 March 2026

General information

WasteCo Group Limited (‘WasteCo’ or ‘the Company’) and its subsidiaries (together ‘the Group’)

are limited liability companies, incorporated under the Companies Act 1993 and domiciled

in New Zealand.

The Group provides solutions in the collection of waste and recycling, sweeping services and

industrial cleaning services. WasteCo is the holding company for the Group. Details of subsidiary

companies and their principal activities are set out in note 22.

The address of the Company’s registered office is 421 Blenheim Road, Christchurch.

1

Material accounting policies

2.1 Statement of compliance and reporting framework

2.2 Basis of preparation

The following are the material accounting policies adopted by the Group in the preparation and

presentation of the consolidated financial statements. There have been no changes in the material

accounting policies since the previous year end unless otherwise stated.

The consolidated financial statements have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes

of complying with NZ GAAP. The consolidated financial statements comply with IFRS Accounting

Standards (‘IFRS’), the New Zealand equivalents to IFRS Accounting Standards (‘NZ IFRS’) and other

applicable New Zealand Financial Reporting Standards as appropriate for for-profit entities.

The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. The

Company is listed on the NZX Main Board (‘NZX’). These consolidated financial statements have been

prepared in accordance with the requirements of the Financial Markets Conduct Act 2013 and the

NZX Main Board Listing Rules.

The consolidated financial statements have been prepared on a historical cost basis apart from those

items measured at fair value as described below. Historical cost is generally based on the fair value of

the consideration given in exchange for goods and services.

2

Annual Report 20264234567891029We1'r r67c
The consolidated financial statements are presented in New Zealand dollars which is the

Group’s functional and presentation currency, rounded to the nearest thousand dollars unless

otherwise stated.

2.3 Principles of consolidation

2.4 Revenue recognition

The consolidated financial statements incorporate the financial statements of the Company and

entities controlled by the Company. Control is achieved when the Company:

The Group derives revenue from the following major sources:

The Company reassesses whether or not it controls an investee if facts and circumstances indicate

that there are changes to one or more of the three elements of control listed above.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their

accounting policies in line with the Group's accounting policies.

All intragroup assets, liabilities, equity, income, expenses, and cash flows relating to transactions

between members of the Group are eliminated in full on consolidation.

Acquisitions of businesses are accounted for using the acquisition method. The consideration

transferred in a business combination is measured at fair value. Acquisition related costs are

generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised

at their fair value at the acquisition date, except that deferred tax assets or liabilities, and liabilities

related to employee benefit arrangements, are recognised and measured in accordance with NZ IAS

12 Income Taxes and NZ IAS 19 Employee Benefits respectively.

Goodwill is measured as the excess of the sum of the consideration transferred over the net of the

acquisition-date amounts of the identifiable assets acquired, and the liabilities assumed.

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

• Waste collection and recycling services;

• Sweeping services; and

• Industrial cleaning services.

Business combinations

Annual Report 20264334567891029We1'r r67c
The Group provides waste collection and recycling services via front load bins, hook bins, skip bins

and wheelie bins to both commercial and private customers. Recycling services include a dedicated

sorting facility with a focus on diversion from landfill.

Revenue from collection and disposal of waste is recognised when the performance obligation to the

customer has been fulfilled, which is generally when the waste has been collected from the customer.

Costs to dispose of the waste are generally incurred at, or close to, the time of collection.

Revenue from the sale of recycled materials is recognised when control of the goods has transferred,

being when the goods have been shipped to the customer’s specific location or when the customer

collects the goods.

The Group provides sweeping services for Councils and commercial customers. Contracts for the

provision of sweeping services to Councils are usually for ongoing sweeping over multi-year periods.

Revenue from sweeping services provided to Councils are recognised over time as the services are

performed. Revenue from sweeping services provided to commercial customers is recognised when

the performance obligation to the customer has been fulfilled, which is generally when the sweeping

service has been provided.

The Group provides industrial scrubbing, high pressure water blasting, urgent spill response services,

portaloo hire and collection, and septic tank cleaning. Revenue from industrial cleaning services is

recognised when the performance obligation to the customer has been performed, which is generally

when the cleaning services have been performed, or in the case of portaloos, when the regular

cleaning and waste collection has been completed.

Revenue is measured based on the consideration to which the Group expects to be entitled in a

contract with a customer and excludes amounts collected on behalf of third parties, such as goods

and service tax and customs duties.

Waste collection and recycling services

Sweeping services

Industrial cleaning services

2.5 Segment reporting

2.6 Borrowing costs

Operating segments are reported in a manner consistent with the internal reporting provided to

the chief operating decision maker. The chief operating decision maker, who is responsible for

allocating resources and assessing performance of the operating segments, has been identified as

the Board of Directors.

Borrowing costs include interest expense calculated using the effective interest method and finance

charges in respect of lease arrangements. Borrowing costs are expensed as incurred.

Annual Report 20264434567891029We1'r r67c
2.7 Income Tax

2.9 Inventories

2.8 Goods and services tax

Income tax expense comprises both current and deferred tax.

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are

determined on a first-in-first-out basis. Net realisable value represents the estimated selling price for

inventories less estimated costs of completion and costs necessary to make the sale.

Revenue, expenses, assets, liabilities, cash receipts and cash payments are recognised net of the

amount of goods and services tax (GST) except:

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit

before tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because

of items of income or expense that are taxable or deductible in other years and items that are never

taxable or deductible.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of

taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of

unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it

is probable that taxable profits will be available against which those deductible temporary differences

can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference

arises from the initial recognition (other than in a business combination) of assets and liabilities

in a transaction that affects neither the taxable profit nor the accounting profit, unless the initial

recognition gives rise to equal amounts of taxable and deductible temporary differences.

Current tax

Deferred tax

• where the amount of GST incurred is not recovered from the Inland Revenue Department, it

is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or


• for receivables and payables, which are recognised inclusive of GST.

Annual Report 20264534567891029We1'r r67c
2.10 Assets held for sale

2.11 Property, plant and equipment

Non-current assets classified as held for sale are measured at the lower of carrying amount and fair

value less costs to sell. Non-current assets are classified as held for sale if their carrying amount

will be recovered through a sale transaction rather than through continuing use. This condition is

regarded as met only when the sale is highly probable and the asset is available for immediate sale in

its present condition. The Group must be committed to the sale which should be expected to qualify

for recognition as a completed sale within one year from the date of classification.

Each class of property, plant and equipment is measured at historical cost less accumulated

depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values, over their

estimated useful lives. The estimated useful lives, residual values and depreciation method are

reviewed at the end of each reporting period.

The following depreciation rates are applied:

An item of property, plant and equipment is derecognised upon disposal or when no future economic

benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the

disposal or retirement of an item of property, plant and equipment is determined as the difference

between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s

carrying amount is greater than its estimated recoverable amount.

Class of assetDepreciation ratesDepreciation basis

Plant and equipment

4%—20%

Straight line

16%—67%

Diminishing value

Vehicles

7%—20%

Straight line

13%—30%

Diminishing value

Office equipment

16%—50%

Diminishing value

Leasehold improvements

10%

Diminishing value

Annual Report 20264634567891029We1'r r67c
2.12 Intangible assets

Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation

and accumulated impairment losses. Amortisation is recognised so as to write off the cost of the

assets over their estimated useful lives. The estimated useful lives and amortisation method are

reviewed at the end of each reporting period. Intangible assets with indefinite useful lives that are

acquired separately are carried at cost less accumulated impairment losses.

The following amortisation rates are applied:

Goodwill is measured at cost less accumulated impairment losses. Goodwill is reviewed at each

reporting date to determine whether there is any objective evidence of impairment and is tested

annually for impairment.

Class of assetAmortisation ratesAmortisation basis

Customer contracts

23.5% – 26.7%

Straight line

Computer software

50%

Diminishing value

Brand names

The brand names acquired on the acquisition

of Civic Waste Limited have been fully impaired as

the Group has decided to not continue with these

brand names.

2.13 Leases

The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease

arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease

term of 12 months or less) and leases of low value assets.

The lease liability is initially measured at the present value of the future lease payments, discounted

by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its

incremental borrowing rate. The lease liability is subsequently measured at amortised cost using

the effective interest method. It is remeasured when there is a change in future lease payments

arising from a change in rate or if the Group changes its assessment of whether it will exercise

a purchase, extension of termination option, with a corresponding adjustment made to the carrying

value of the right-of-use asset.

The right-of-use assets comprise the initial measurement of the corresponding lease liability.

They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and the useful life of the

underlying asset.

Annual Report 20264734567891029We1'r r67c
2.14 Financial instruments

2.15 Share capital

2.16 Share based payment transactions

The Group’s financial assets at amortised cost include cash at bank and trade and other receivables.

Financial liabilities (including trade payables and other current liabilities, borrowings and lease

liabilities) are measured at amortised cost using the effective interest method.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new

shares are shown in equity as a deduction, net of tax, from the proceeds.

The fair value of share options issued to directors and employees is determined at the grant date and

is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the

share options that will eventually vest, with a corresponding increase in equity.

The Group has issued convertible notes which are compound financial instruments.

The component parts of convertible loan notes issued by the Group are classified separately as

financial liabilities and equity in accordance with the substance of the contractual arrangements and

the definitions of a financial liability and an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market

interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an

amortised cost basis using the effective interest method until extinguished upon conversion or at the

instrument’s maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability

component from the fair value of the compound instrument as a whole. This is recognised and

included in equity and is not subsequently remeasured. In addition, the conversion option classified

as equity will remain in equity until the conversion option is exercised, in which case, the balance

recognised in equity will be transferred to share capital. Where the conversion option remains

unexercised at the maturity date of the convertible loan note, the balance recognised in equity will be

transferred to retained earnings.

Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and

equity components in proportion to the allocation of the gross proceeds. Transaction costs relating

to the equity component are recognised directly in equity. Transaction costs relating to the liability

component are included in the carrying amount of the liability component and are amortised over the

lives of the convertible loan notes using the effective interest method.

Convertible notes

Annual Report 20264834567891029We1'r r67c
At the end of each reporting period, the Group revises its estimate of the number of share options

expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or

loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment

to the share-based payments reserve.

Application of new and revised New Zealand

IFRS Accounting Standards (NZ IFRSs)

3

3.1 New and amended standards and interpretations

All new and amended standards were implemented and the impact deemed not to be material.

The Group has not early adopted any standards, interpretations or amendments that have been

issued but are not yet effective. Early adoption of these new standards, interpretations

or amendments would not have had a material impact on the financial result or financial position

of the Group.

The Group has not yet assessed the impact of NZ IFRS 18 Presentation and Disclosure in Financial

Statements which becomes mandatory for reporting periods beginning on or after 1 January 2027.

It is expected that the standard will impact the presentation of the financial statements.

Key accounting estimates and judgements

In the application of the Group’s accounting policies, which are described in note 2, the directors

of the Group are required to make judgements, estimates and assumptions about the carrying

amounts of assets and liabilities that are not readily apparent from other sources. The estimates and

associated assumptions are based on historical experience and other factors that are considered to

be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only that

period, or in the period of the revision and future periods if the revision affects both current and future

periods. Below are the key accounting judgements.

4

4.1 Going concern

The consolidated financial statements have been prepared on a going concern basis, which assumes

that the Group has the intention and ability to continue its operations for at least 12 months from the

date of signing the financial statements.

The Group incurred an after-tax loss of $12.4 million in the year to 31 March 2026

(2025: $9.9 million loss).

Annual Report 20264934567891029We1'r r67c
At the reporting date the Group had cash of $1.2 million (2025: $5.9 million), negative working capital

of $28.7 million (2025: $4.0 million negative) and net assets of $3.2 million (2025: $15.3 million).

As at 31 March 2026, the Group had borrowings of $40.1 million (2025: $41.0 million) of which

$26.7 million were current (2025: $8.7 million) and $13.4 million were non-current (2025: $32.3

million). Prior to the reporting date the Group identified it was likely to breach its equity and leverage

ratio covenants in its bank facilities with Kiwibank as at 31 March 2026 (note 18.3). Accordingly,

the Group sought a waiver from Kiwibank and received a conditional waiver on 31 March 2026.

The Group considered the waiver conditions were manageable, and the conditions of the waiver

were satisfied shortly after the reporting date. Because the waiver was conditional at the reporting

date the borrowings from Kiwibank are disclosed as current in the Statement of Financial Position.

Kiwibank’s subsequent confirmation of the waiver confirmed the original term of the borrowings.

The Group continues to generate positive operating cashflows. For the twelve months ended

31 March 2026, net cashflows from operating activities were $5.6 million (2025: $4.5 million).

At 31 March 2026 the Group had $3.6 million of unused facility on its Kiwibank asset finance facility

and a $5 million overdraft facility of which $4.1 million had been utilised. The overdraft facility is

to reduce to $3 million by 27 June 2026.

As disclosed in note 29.2, on 20 May 2026 the Board approved a receivables backed financing facility

with Pacific Finance Limited. This new facility is subject to the execution of facility documents

which are expected to be finalised in early June.

As described in Note 16, the Directors have considered forecast financial information and associated

assumptions in their assessment of whether there is potential impairment of intangible assets,

including goodwill.

Notwithstanding the ongoing performance of the business, the Board has, at the time of approving

the consolidated financial statements, a reasonable expectation that the Group has adequate

resources and commitment from its borrowers, that will enable it to meet its financial obligations

for at least 12 months from the date of signing the financial statements.

The Directors have formed this expectation having regards to the Group’s current liquidity position;

forecast cash flows for the assessment period which includes management’s plans to remove some

cost from the business over the coming period; the maturity profile of debt and lease obligations

and compliance with lender covenants; sensitivity analysis and downside scenarios; and actions

available to preserve liquidity should conditions deteriorate. The going concern basis is dependent

on the achievement and timing of forecasted cash flows and continued support being received

from the banking provider over the period of 12 months from the date of signing the consolidated

financial statements as detailed below.

The Directors acknowledge there are material uncertainties that may cast doubt on the Group’s

ability to continue as a going concern and, therefore, it may be unable to realise its assets and

discharge its liabilities in the normal course of business.

Annual Report 20265034567891029We1'r r67c
4.2 Impairment of goodwill

4.4 Recognition of deferred tax asset

4.3 Impairment of non-financial assets

4.5 Determining the lease term and incremental borrowing rate

Cash-generating units to which goodwill has been allocated are tested for impairment annually,

or more frequently when there is an indication that the unit may be impaired. The Board has

undertaken value in use impairment testing and reviewed sensitivity analysis relating to the carrying

value of the goodwill. Judgement is required in determining whether there has been an impairment

in goodwill (note 16.1).

The future benefit of tax losses is recognised as a deferred tax asset to the extent that it is probable

that taxable profits will be available against which those tax losses can be utilised. Judgement is

required in determining the probability and timing of future profits (note 9).

All assets are assessed for impairment at each reporting date by evaluating whether indicators

of impairment exist in relation to the continued use of the asset by the Group. Impairment triggers

include technology changes, adverse changes in the economic or political environment and

future product expectations. If an indicator of impairment exists, the recoverable amount of

the asset is determined.

When determining the lease term, judgement is required in determining whether it is reasonably

certain that an extension option will be exercised. The Group considers all relevant factors that create

an economic incentive for it to exercise the extension. After the commencement date, the Group

• the inherent uncertainties in forward-looking assumptions which can be different, sometimes

materially, to actual results;

• the requirement for Kiwibank to waive compliance with current covenants or agree to alter

covenants in line with the Group’s financial forecasts for the period of at least 12 months from

the date of signing these consolidated financial statements (which are being renegotiated

at the date of signing - refer note 18.3 for further details);

• the requirement for the $15.4 million Kiwibank debt facility that is currently due to mature

30 May 2027, to be rolled over or refinanced; and

• the formal execution of the $10 million receivables backed financing facility with Pacific

Finance Limited, which has been provisionally approved at 20 May 2026.

Key uncertainties are:

Annual Report 20265134567891029We1'r r67c
Revenue

Other income

5

6


2026

NZ$000

2025

NZ$000

Revenue from waste collection and recycling35,31232,039

Revenue from sweeping services23,14613,299

Revenue from industrial cleaning services11,75911,071

70,21756,409


2026

NZ$000

2025

NZ$000

Insurance claims92169

Other income63152

155321

The details above disaggregate the Group's revenue from contracts with customers into primary

markets and major service lines. All revenue is generated in New Zealand.

reassesses the lease term if there is a significant event or change in circumstances that is within its

control and affects its ability to exercise or not to exercise the option to extend. The Group included

the extension period as part of the lease term for leases of premises.

Lease liabilities are measured by discounting the lease payments using the interest rate implicit in

the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used,

being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an

asset of similar value to the right of use asset in a similar economic environment with similar terms,

security, and conditions. To determine the incremental borrowing rate, the Group uses recent third-

party financing received as a starting point, adjusted to reflect any changes in financing conditions

since the third-party financing was received.

Annual Report 20265234567891029We1'r r67c
Expenses

7


Note2026

NZ$000

2025

NZ$000

Expenses relating to short-term leases(4 21)(268)

Net foreign currency losses(11)(8)

Depreciation and amortisation expenses

Depreciation of property, plant and equipment14(4,723)(4 ,4 23)

Depreciation of right of use assets15.1(3,040)(2,019)

Amortisation of intangible assets16(1,986)(1,727)

(9,749)(8,169)

Fees incurred for services provided by the auditor

Audit of financial statements

Audit of the financial statements(215)(207)

Other services

Acquisition due diligence services—(62)

Total other services—(62)

Total fees incurred for services provided by the auditor(215)(269)

The profit or loss for the year includes the following expenses:

Annual Report 20265334567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Salary and wages(29,935)(23,725)

Temporary staff costs(870)(306)

Employer Kiwisaver contributions(778)(639)

Share based payments20(52)72

(31,635)(24,598)


2026

NZ$000

2025

NZ$000

Interest on asset finance borrowings(1,755)(2,497)

Interest on lease liabilities(1,334)(1,037)

Interest on convertible notes(1,960)(917)

Interest on bank overdraft(188)(161)

Other interest(136)—

Bank fees(83)(69)

Brokerage fees—(4 32)

Use of money interest—(1)

(5,456)(5,114)

7.1 Labour related expenses

7.2 Finance costs

Annual Report 20265434567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Restructuring costs(651)(755)

Write down of assets held for sale13(31)(66)

Loss on disposal of assets(663)(556)

Impairment of property plant & equipment14—(378)

(1,345)(1,755)


Note2026

NZ$000

2025

NZ$000

Acquisition costs(27)(393)

Impairment of intangible assets16—(212)

(27)(605)

7.3 Restructuring costs

7.4 Acquisition costs

Annual Report 20265534567891029We1'r r67c
Segment information

8

The Group provides solutions in the collection of waste and recycling, sweeping services and

industrial cleaning services. All of these collection and disposal services are provided in New Zealand.

2026Waste

collection &

recycling

NZ$000

Sweeping

services


NZ$000

Industrial

cleaning


NZ$000

Corporate

/unallocated


NZ$000

Total


NZ$000

Total revenue

35,31223,14611,759—70,217

Operating EBITDA

3,28510,5213,971(11,926)5,851

Finance income

———99

Finance costs

(268)(68)(261)(4 ,859)(5,456)

Depreciation &

amortisation

(2,203)(626)(1,281)(5,639)(9,74 9)

Health & Safety reset

project costs

(272)——(1,478)(1,750)

Restructuring costs

(4 63)(7)(244)(631)(1,345)

Acquisition expenses

———(27)(27)

Net profit/(loss)

before taxation

799,8202,185(24,551)(12,467)

Income tax benefit

———113113

Net profit/(loss)

for the year

799,8202,185(24,438)(12,354)

Annual Report 20265634567891029We1'r r67c
2025Waste

collection &

recycling

NZ$000

Sweeping

services


NZ$000

Industrial

cleaning


NZ$000

Corporate

/unallocated


NZ$000

Total


NZ$000

Total revenue

32,03913,29911,071—56,409

Operating EBITDA

6,9905,1262,551(10,027)4,640

Finance income

———1414

Finance costs

(161)(25)(172)(4 ,756)(5,114)

Depreciation &

amortisation

(1,509)(348)(1,169)(5,143)(8,169)

Restructuring costs

(90)(4 5)(800)(820)(1,755)

Acquisition expenses

———(605)(605)

Net profit/(loss)

before taxation

5,2304,708410(21,337)(10,989)

Income tax benefit

———1,1351,135

Net profit/(loss)

for the year

5,2304,708410(20,202)(9,854)

The Group has identified its operating segments based on the internal reports reviewed and used by

the Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s

performance and in determining the allocation of resources.

The operating segments are identified by the CODM based upon the nature of services provided.

The Group has provided only a measure of profit and loss for each reportable segment as the

CODM is not provided with total assets and liabilities for each segment when assessing the Group’s

performance and allocating resources.

For the year ended 31 March 2026 there were two customers who individually accounted for

more than 10% of the Group's total sales. Sales to these customers were $9.1 million and $7.8 million

(31 March 2025: two customers with sales of $8.6 million and $5.8 million). These customers

purchased sweeping, industrial cleaning & waste services.

8.1 Information about major customers

Annual Report 20265734567891029We1'r r67c
Taxation

9

The analysis of income tax expense is as follows:

9.1 Income tax benefit


2026

NZ$000

2025

NZ$000

Current tax

Current year——

Adjustments in respect of prior years(113)—

(113)—

Deferred tax—(1,135)

Total income tax benefit recognised in the current year(113)(1,135)

The charge for the year can be reconciled to the loss before tax as follows:

9.2 Reconciliation of income tax benefit


2026

NZ$000

2025

NZ$000

Loss before income tax(12,467)(10,989)

Prima facie tax at 28% (2025: 28%)(3,491)(3,077)

Non-deductible expenses61469

Tax losses not recognised3,3171,473

Income tax benefit(113)(1,135)

Annual Report 20265834567891029We1'r r67c
2026Opening

balance

NZ$000

Recognised

in loss

NZ$000

Closing

balance

NZ$000

Deferred tax assets(liabilities)

in relation to:

Provisions and accruals

54519564

Customer contracts asset

(1,555)543(1,012)

Property, plant & equipment

(4,168)(349)(4 , 517)

Leases

38199480

Tax losses offset against deferred tax liability

4,797(312)4,485

———

9.3 Deferred tax

2025Opening

balance

NZ$000

Recognised

in loss

NZ$000

Acquisition

of business

NZ$000

Closing

balance

NZ$000

Deferred tax assets(liabilities)

in relation to:

Provisions and accruals

421(64)188545

Customer contracts asset

(1,319)479(715)(1,555)

Property, plant & equipment

(3,302)(258)(608)(4,168)

Leases

29190—381

Tax losses offset against

deferred tax liability

3,909888—4,797

—1,135(1,135)—

Annual Report 20265934567891029We1'r r67c
9.4 Tax losses


2026

NZ$000

2025

NZ$000

Tax losses for which no deferred tax asset has been recognised24,76512,918

Potential tax benefit @ 28%6,9343,617

The Group did not recognise deferred income tax assets in relation to the losses disclosed above

except to the extent they offset the deferred tax liability. The losses can be carried forward against

future income subject to meeting the requirements of income tax legislation including those relating

to shareholder continuity and business continuity (note 4.4).

9.5 Imputation credits


2026

NZ$000

2025

NZ$000

Imputation credits available for use in subsequent periods152153


2026

NZ$

2025

NZ$

Basic and diluted (loss) per share(0.011)(0.011)

Earnings/(loss) per share

10

Annual Report 20266034567891029We1'r r67c
2026 2025

Loss from continuing operations, NZ$000

(12,354)(9,854)

Weighted average number of ordinary shares used in the

calculation of basic and diluted loss per share, ’000

1,098,373913,172

The loss and weighted average number of ordinary shares used in the calculation of earnings

per share are as follows:

The 24.4 million share options on issue (refer note 21) and the $17 million convertible notes on issue

(refer note 18.4) at the reporting date were not considered to be dilutive due to the Group’s net loss

for the year (2025: 29.6 million share options and $18 million convertible notes on issue were not

considered to be dilutive).

Trade receivables and other current assets

11


2026

NZ$000

2025

NZ$000

Trade receivables from contracts with customers7, 1 9 67,7 1 9

Other receivables7822

Prepayments1,332937

8,6068,678

The standard credit terms on sales are 20th of the following month. No interest is charged on

outstanding trade receivables. Due to the short-term nature of current receivables, their carrying

amount is considered to be the same as their fair value.

Annual Report 20266134567891029We1'r r67c

2026

NZ$000

2025

NZ$000

Reconciliation for allowance for expected credit losses

Balance at the beginning of the year6862

Impairment losses recognised on receivables17967

Amounts written off as uncollectable(54)(61)

Balance at the end of the year19368

The Group has assessed expected loss rates for trade receivables based on its judgement of the

impact of current economic conditions and its experiences with customers to date. There has been no

significant change in the estimation techniques used for assessing the expected loss rates during the

current reporting period.

11.1 Allowance for expected credit loss

2026Current


NZ$000

Less than

30 days

past due

NZ$000

30 to

60 days

past due

NZ$000

More than

60 days

past due

NZ$000

Total


NZ$000

Trade receivables

6,980116912027, 3 8 9

Loss allowance

——(5)(188)(193)

7,196

2025Current


NZ$000

Less than

30 days

past due

NZ$000

30 to

60 days

past due

NZ$000

More than

60 days

past due

NZ$000

Total


NZ$000

Trade receivables

5,7361,0365544617,7 8 7

Loss allowance

(11)(3)(9)(4 5)(68)

7,719

The Group’s receivables aging is as follows:

Annual Report 20266234567891029We1'r r67c
Inventories

12


2026

NZ$000

2025

NZ$000

Finished goods17972

17972

No inventory was expensed in the net loss for the year (2025: $200,467).

Assets held for sale

13


2026

NZ$000

2025

NZ$000

Property, plant & equipment650199

Total assets held for sale650199


Note2026

NZ$000

2025

NZ$000

Balance at 1 April199—

Reclassified from property, plant & equipment:14

— cost938294

— accumulated depreciation(257)(29)

Write down of assets held for sale(31)(66)

Sale of assets(199)—

Balance at 31 March650199

Annual Report 20266334567891029We1'r r67c
Assets held for sale at 31 March 2026 consist of equipment and vehicles which have been identified as

non-core to requirements. These assets have been provided to an agent to arrange their sale.

All items have been held for sale for less than 12 months.

The assets held for sale at 31 March 2025 relate to a mowing business that was acquired as part of

the acquisition of the Cleanways in the 2024 financial year. The Group decided to sell this mowing

business as it is not part of the Group’s core strategy. The business was sold on 3 June 2025. This

business was part of the Industrial cleaning segment.

The assets held for sale have been written down to their recoverable value.

Property, plant and equipment

14

Plant and

equipment

NZ$000

Vehicles

NZ$000

Office

equipment

NZ$000

Leasehold

improvements

NZ$000

Assets under

construction

NZ$000

Total


NZ$000

Cost

At 31 March 2024

19,42932,21958543118952,853

Additions

390276180108841,038

Transfers

—189——(189)—

Business acquisition

(Note 26)

9294,2152041—5,205

Reclassified to assets

held for sale (Note 13)

(5)(289)———(294)

Disposals

(193)(1,231)(20)——(1,444)

At 31 March 2025

20,55035,3797655808457,358

Additions

623470149545131,809

Transfers

—20——(20)—

Reclassified to assets

held for sale (Note 13)

—(938)———(938)

Disposals

(538)(1,534)(93)(5)—(2,170)

At 31 March 2026

20,63533,39782162957756,059

Annual Report 20266434567891029We1'r r67c
Plant and

equipment

NZ$000

Vehicles

NZ$000

Office

equipment

NZ$000

Leasehold

improvements

NZ$000

Assets under

construction

NZ$000

Total


NZ$000

Accumulated depreciation and impairments

At 31 March 2024

(5,083)(6,012)(396)(83)—(11,574)

Depreciation expense

(1,920)(2,317)(143)(4 3)—(4 ,4 23)

Reclassified to assets

held for sale (Note 13)

227———29

Disposals

7529116——382

Impairments

(377)————(377)

At 31 March 2025

(7,303)(8,011)(523)(126)—(15,963)

Depreciation expense

(1,907)(2,602)(163)(51)—(4,723)

Reclassified to assets

held for sale (Note 13)

—257———257

Disposals

297413701—781

Impairments

——————

At 31 March 2026

(8,913)(9,943)(616)(176)—(19,648)

Carrying amount

At 31 March 2026

11,72223,45420545357736,411

At 31 March 2025

13,24627, 3 6 82424548441,394

At 31 March 2024

14,34626,20718934818941,279

Annual Report 20266534567891029We1'r r67c
15.1 Right-of-use asset

Equipment

NZ$000

Vehicles

NZ$000

Premises

NZ$000

Total

NZ$000

Cost

At 31 March 2024

—3,7049,83913,543

Additions

200901—1,101

Lease modifications

—120123243

Disposals

—(618)—(618)

Business acquisition (Note 26)

—3,1921,5594,751

At 31 March 2025

2007,29911,52119,020

Additions

962,4002,5034,999

Lease modifications

3—9699

Disposals

—(586)—(586)

At 31 March 2026

2999,11314,12023,532

Accumulated depreciation

At 31 March 2024

—(707)(2,291)(2,998)

Depreciation expense

(30)(1,009)(980)(2,019)

Lease modifications

—617—617

At 31 March 2025

(30)(1,099)(3,271)(4,400)

Depreciation expense

(83)(1,585)(1,372)(3,040)

Lease modifications

—(13)3(10)

Disposals

—193—193

At 31 March 2026

(113)(2,504)(4,640)(7,257)

Leases

15

The Group leases vehicles, and premises for waste sorting, vehicle storage and administration.

Annual Report 20266634567891029We1'r r67c
Equipment

NZ$000

Vehicles

NZ$000

Premises

NZ$000

Total

NZ$000

Carrying amount

At 31 March 2026

1866,6099,48016,275

At 31 March 2025

1706,2008,25014,620

At 31 March 2024

—2,9977,54810,545

The average lease term is 6.58 years (2025: 8.06 years). The average IBR rate is 7.72% (2025: 8.07%).


2026

NZ$000

2025

NZ$000

Maturity analysis—contractual undiscounted cash flows

Up to one year4,5053,479

One to two years4,5003,354

Two to five years8,9838,569

More than five years4,4475,228

Total undiscounted lease liabilities at reporting date22,43520,630

Less: future finance charges(4 ,4 47)(4 ,650)

Total discounted lease liabilities at reporting date17,98815,980

Lease liabilities included in the Consolidated Statement of Financial Position at reporting date

Current3,2462,276

Non-current14 ,74 213,704

17,98815,980

15.2 Lease liabilities

Annual Report 20266734567891029We1'r r67c
Intangible assets

16

Goodwill


NZ$000

Customer

contracts

NZ$000

Brand names

NZ$000

Computer

software

NZ$000

Total


NZ$000

Cost

At 31 March 2024

1,4135,435—1316,979

Additions

———1212

Business acquisition

(Note 26)

2,2932,554212475,106

Disposals

———(112)(112)

At 31 March 2025

3,7067,9892127811,985

Additions

———6969

At 31 March 2026

3,7067,98921214712,054

Accumulated amortisation/impairment

At 31 March 2024

—(725)—(91)(816)

Amortisation expense

—(1,711)—(16)(1,727)

Impairment expense

——(212)—(212)

Disposals

———8989

At 31 March 2025

—(2,436)(212)(18)(2,666)

Amortisation expense

—(1,940)—(4 6)(1,986)

Impairment expense

—————

At 31 March 2026

—(4,376)(212)(64)(4,652)

Annual Report 20266834567891029We1'r r67c
Goodwill


NZ$000

Customer

contracts

NZ$000

Brand names

NZ$000

Computer

software

NZ$000

Total


NZ$000

Carrying amount

At 31 March 2026

3,7063,613—837,402

At 31 March 2025

3,7065,553—609,319

At 31 March 2024

1,4134,710—406,163

In 2025 the brand names acquired on the acquisition of Civic Waste Limited were fully impaired as the

Group had decided to not continue with the brand names.

The carrying amount of goodwill has been allocated to CGUs as follows:

16.1 Impairment testing for cash-generating units (‘CGUs’) containing goodwill


2026

NZ$000

2025

NZ$000

Industrial services1,5501,550

Waste collection1,3301,330

Sweeping826826

Balance at reporting date3,7063,706

The Directors have assessed the goodwill for impairment at the reporting date and have concluded

that no impairment has occurred. The following provides a summary of the analysis performed.

The recoverable amount of each CGU was determined on a ‘value in use’ basis. Value in use was

determined by discounting the future cash flows generated from the continuing use of each CGU

based on the key assumptions set out below. Cash flows were projected on actual operating results,

the 12-month budget reviewed and approved by the Board of Directors, and multi-year forecasts.

Annual Report 20266934567891029We1'r r67c
The value in use calculation for the ‘Industrial services’ CGU used cash flow projections based on the

2027 budget and financial projections covering a five-year period (2025: five-year period).

The calculation used a weighted average cost of capital rate of 9.5% per annum (2025: 9.5% per

annum). The weighted average cost of capital is calculated using the Group’s cost of debt, equity

market return expectations and targeted leverage levels based on comparable company analysis.

A terminal value of the CGU was then determined after the forecast period and applied to the

calculated value in use.

Solely for the purposes of this assessment, anticipated annual revenue of the CGU has been

projected to reduce by 7.2% in 2027 with 2.5% per annum growth from 2028 onwards. Free cash flows

are forecast to grow by 1% in 2027 increasing to 5% growth per annum in 2028 to 2031. After 2031

a 2.5% growth in free cash flows is forecast into perpetuity (2025: anticipated revenue growth of 37%

in 2026 which includes 12 months of Civic revenue’s compared to 4 months in FY25, with ongoing

5% per annum increase in free cash flows).

The calculated recoverable value of the ‘Industrial services’ CGU was $12.7 million. Its carrying value

was $11.0 million.

The following adjustment to the key assumptions would individually reduce the Industrial services

CGU’s recoverable value to the level of its carrying value:

The value in use calculation for the ‘Waste collection’ CGU used cash flow projections based

on the 2027 budget and financial projections covering a five-year period (2025: five-year period).

The calculation used a weighted average cost of capital rate of 9.5% per annum (2025: 9.5% per

annum). A terminal value of the CGU was then determined after forecast period and applied to the

calculated value in use.

Solely for the purposes of this assessment, anticipated annual revenue growth of the CGU has

been projected at 15% in 2027 due to the Group’s focus on growing the waste business. Ongoing

revenue growth is forecast at 2.5% per annum. After 2027 free cash flows are forecast to steady and

grow by 7% reducing to 6% per annum until 2031. After 2031 a 2.5% growth in free cash flows is forecast

into perpetuity (2025: anticipated revenue growth of 31% in 2026 which includes 12 months of Civic

revenue’s compared to 4 months in FY25, with ongoing 5% per annum growth in free cash flows).

The following adjustment to the key assumptions would individually reduce the Waste Collection

services CGU’s recoverable value to the level of its carrying value:

Industrial services

Waste collection

• an increase in the discount rate by 1.8 percentage points;

• a reduction in the terminal growth rate by 2.3 percentage points; and

• a reduction in free cash flows by 27.6%.

• an increase in the discount rate by 6.7 percentage points; and

• a reduction in the terminal growth rate by 9.2 percentage points.

Annual Report 20267034567891029We1'r r67c
Solely for the purposes of this assessment, anticipated annual revenue of the CGU has been

projected to grow by 10% in 2027 followed by an ongoing average 3.5% per annum growth in free

cash flows until 2031. After 2031 a 2.5% growth in free cash flows is forecast into perpetuity

(2025: anticipated revenue growth of 25% in 2026 which includes 12 months of Civic revenue’s

compared to 4 months in FY25, with ongoing 5% per annum growth in free cash flows).

Any reasonably possible change to the key inputs to the goodwill model would not lead to impairment.

The value in use calculation for the ‘Sweeping’ CGU used cash flow projections based on the 2027

budget and financial projections covering a five-year period (2025: five-year period). The calculation

used a weighted average cost of capital rate of 9.5% per annum (2025: 9.5% per annum). A terminal

value of the CGU was then determined after forecast period and applied to the calculated value in use.

Sweeping

Annual Report 20267134567891029We1'r r67c
Trade payables and other current liabilities

17


2026

NZ$000

2025

NZ$000

Trade payables5,6413,131

Accrued expenses2,1202,483

Deferred settlement for acquisition of Civic505880

PAYE payable658582

GST payable310512

Revenue received in advance100127

Other payables4551

9,3797,766

The deferred settlement is payable to the vendors of Civic Waste Limited (‘Civic’) which was

purchased by the Group in November 2024 (note 26). The deferred settlement relates to the

contingent consideration of $1 million payable to the vendors based upon Civic’s actual EBITDA

results during the 12 months to 30 November 2025. The $880,000 fair value of the contingent

consideration recognised at 31 March 2025 was calculated based upon the expected $1 million

payment discounted to present value using the Civic weighted average cost of capital of 13.6%.

The Group has agreed a deferred settlement repayment plan with the vendors under which $100,000

principal is repaid monthly. An interest charge of 10% per annum is applied to the monthly

outstanding balance.

The carrying amount of trade payables and other current liabilities are assumed to be the same as fair

value due to the short-term nature of these amounts.

Annual Report 20267234567891029We1'r r67c
Borrowings

18


Note2026

NZ$000

2025

NZ$000

Secured borrowings at amortised cost

Bank overdraft18.14,122—

Asset finance18.221,91225,930

Convertible notes18.411,23110,581

Unsecured borrowings at amortised cost

Convertible notes18.41,8152,839

Other loans18.51,0161,600

Total borrowings40,09640,950

Current26,6648,652

Non-current13,43232,298

40,09640,950

All borrowings are denominated in NZD.


2026

NZ$000

2025

NZ$000

Balance at 1 April—2,340

Net drawdown on overdraft facility4,122—

Repayment of overdraft—(2,340)

Balance at 31 March4,122—

18.1 Bank overdraft

Annual Report 20267334567891029We1'r r67c
At 31 March 2026 the Group had a $5 million overdraft facility with Kiwibank Limited (‘Kiwibank’)

(31 March 2025: $3 million). The $5 million facility reduces to $3 million on 27 June 2026 pending a

formal review of current total facilities. Interest is payable at a rate of 9.6% per annum (2025: 10.6%).

The bank overdraft is secured under the General Security Agreement detailed in note 18.2.


2026

NZ$000

2025

NZ$000

Balance at 1 April25,93028,177

Proceeds from asset finance87829,875

Repayment of loans(4 ,896)(32 ,122)

Balance at 31 March21,91225,930

18.2 Asset finance

Asset finance is used to fund the purchase of assets and business acquisitions.

The Group had the following borrowing facility with Kiwibank:

• a $5 million Kiwibank Overdraft facility to fund working capital (2025: $3 million).

At the reporting date the Group had drawn down $4.1 million of the facility (2025: $nil).

Interest is charged at a rate calculated as Kiwibank’s Business Overdraft Base Rate less

a margin of 0.75% per annum. The $5 million available facility reduces to $3 million on

27 June 2026 pending a formal review of current total facilities;

• a $10 million Kiwi Asset Finance KiwiPlus facility with $250,000 principal repayable plus

interest monthly (2025: $17 million with $400,000 principle repayable monthly plus interest).

The Group had borrowed $6.4 million from the facility at 31 March 2026 (2025: $10.4 million

borrowed). Interest is charged at a rate calculated as Kiwibank’s cost of funds plus a cost

of funds margin of 2.80% per annum (2025: cost of funds margin of 2.80%). The facility matures

on 6 May 2028; and

• a $15.45 million Kiwi Asset Finance KiwiPlus facility with interest only payable until

30 May 2027 (2025: $15.45 million). The Group had fully borrowed $15.4 million from this

facility at 31 March 2026 (2025: $15.4 million borrowed). Interest is charged at a rate calculated

as Kiwibank’s cost of funds plus a cost of funds margin of 2.80% per annum (2025: 2.80%).

The facility matures on 30 May 2027.

Annual Report 20267434567891029We1'r r67c
The facilities are secured by:

The weighted average interest rates on asset finance loans during the period was 7.21% (2025: 8.65%).

• a first ranking and exclusive General Security Agreement over WasteCo NZ Limited and

the entities within the Group, including WasteCo Group Limited;

• an unlimited cross guarantee between each Group entity; and

• a specific Security Agreement over each individual asset of Wasteco NZ Limited with

a value greater than $50,000.

Under the terms of its Kiwibank borrowing facility, the Group has covenants on the following ratios:

interest cover; debt service cover; equity; leverage; and loan to value.

Prior to the reporting date the Group identified it was likely to breach its equity and leverage ratio

covenants in its bank facilities with Kiwibank as at 31 March 2026. Accordingly, the Group sought

a waiver from Kiwibank and received a conditional waiver on 31 March 2026. The Group considered

the waiver conditions were manageable, and the conditions of the waiver were satisfied shortly after

the reporting date.

Because the waiver was conditional at the reporting date and in accordance with the requirements

of NZ IAS 1 Presentation of Financial Statements, the borrowings from Kiwibank are disclosed as

current in the Statement of Financial Position. Kiwibank’s subsequent confirmation of the waiver

confirmed the original repayment terms of the borrowings.

WasteCo is in the process of renegotiating covenant requirements with Kiwibank which is expected

to be resolved before 29 June 2026.

18.3 Bank covenants

Annual Report 20267534567891029We1'r r67c

2026

NZ$000

2025

NZ$000

Balance at 1 April13,4202,657

Value of convertible notes issued2,00015,000

Equity component recognised in convertible notes reserve(210)(4 , 270)

Interest expense1,960917

Interest paid(1,150)(547)

Transaction costs allocated to the debt component

of the convertible notes

(4 2)(366)

Amortisation of transaction costs6829

Convertible notes redeemed(3,000)—

Balance at 31 March13,04613,420

Secured convertible notes (maturing December 2030)11,23110,581

Unsecured convertible notes (maturing October 2027)1,8152,839

13,04613,420

18.4 Convertible notes

At 31 March 2025 the Group had issued 18 million convertible notes made up of:

• $15 million secured convertible notes issued 19 December 2024 with a five-year term,

paying the holder interest of 6% per annum, and providing the holder with the option to convert

the notes into equity at $0.02 per share at any time during the term. The notes are secured

by a second ranking general security deed over the present and after acquired property

of the Company. The interest expense on the liability component of these convertible notes

was calculated by applying an effective annual interest rate of 14%; and

• $3 million unsecured convertible notes issued on 27 March 2024, maturing on 15 October 2025.

They offer the holders the right to redeem for cash on the maturity date or convert to fully paid

ordinary shares at $0.05 each prior to maturity. The notes pay the holders interest of 10%

per annum, paid quarterly, up until the date of conversion or redemption. The interest expense

on the liability component of these convertible notes was calculated by applying an effective

annual interest rate of 18%.

Annual Report 20267634567891029We1'r r67c
$2 million of the unsecured convertible notes were repaid on maturity.

On 22 September 2025 the Group issued an additional $1 million unsecured convertible notes

to a wholesale investor who was also the current holder of $1 million convertible notes issued on

27 March 2024. Under the terms of the September 2025 convertible notes subscription agreement,

the investor agreed to also renew the subscription of their original $1 million of convertible notes for

a further period from 15 October 2025. The maturity date of the combined $2 million convertible notes

is 15 October 2027. They offer the holder the right to redeem for cash on the maturity date, or

convert to fully paid ordinary shares at $0.02 each prior to maturity. The notes pay the holder interest

of 10% per annum, paid quarterly, up until the date of conversion or redemption. The interest expense

on the liability component of these convertible notes was calculated by applying an effective

annual interest rate of 18%.


2026

NZ$000

2025

NZ$000

Balance at 1 April1,600655

Proceeds from loans1,7352,256

Loans acquired on business acquisition—2,596

Overdraft acquired on business acquisition—458

Repayment of loans(2,319)(4 ,365)

Balance at 31 March1,0161,600

18.5 Other loans

$133,000 of other loans fund insurance premiums and are secured against the funded policies.

The loans are repayable within eight months of the commencement of the relevant insurance policies.

Interest is fixed with a weighted average rate of 4.75% at the reporting date (2025: $702,000 with

a weighted average interest rate of 7.26%).

$623,000 of other loans is unsecured and is repayable over period to 31 March 2028. Variable interest

is charged. The interest rate at the reporting date was 10.91% (2025: 10.91%).

The remaining balances have a range of repayment dates over the next 0.25 to 3.5 years.

Interest accrues at rates of between 8.21% to 19.05%.

Annual Report 20267734567891029We1'r r67c
Share capital

19


2026

NZ$000

2025

NZ$000

At 1 April24,63319,931

Shares issued during the year—5,000

Share issue costs—(298)

At 31 March24,63324,633

The table below details the movement in ordinary shares issued by the Company.

The following table shows the movement in share capital for the Group.

All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and

any surplus on winding up.


2026

’000

2025

’000

Ordinary shares as at 1 April1,098,373848,373

Shares issued during the year—250,000

Ordinary shares as at 31 March1,098,3731,098,373

Annual Report 20267834567891029We1'r r67c
Share based payments reserve

20


Note2026

NZ$000

2025

NZ$000

Balance at 1 April411564

Share options issued2176144

Share options forfeited21(164)(297)

Share options exercised21——

Balance at 31 March323411

Share based payments are included in:

Directors’ remuneration2412

Employees’ remuneration (reversal of expense)52(72)

76(60)

Share options

21

The Company has a share option scheme for directors and selected employees of the Company and

its subsidiaries to purchase ordinary shares in the Company.

Each share options converts into one ordinary share of the Company on exercise. No amounts are paid

or payable by the recipient on receipt of the option. The options carry no rights to dividends and no

voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

Annual Report 20267934567891029We1'r r67c
The options vest in 3 equal tranches: one third on the grant date, one third on the first anniversary

of the grant date and the final third on second anniversary of the grant date. Each tranche can

be exercised at any time within 3 years from the vesting date.

At 31 March 2026, 6.2 million of the share options granted had not yet vested to option holders

(31 March 2025: 13.3 million).

The weighted average contractual life of the share options outstanding at 31 March 2026 was

2.5 years (31 March 2025: 3.2 years).

20262025

Number

of options

Weighted average

exercise price

Number

of options

Weighted average

exercise price

Balance at 1 April29,600,000$0.03220,800,000$0.050

Granted during the year——18,500,000$0.023

Exercised during the year————

Expired during the year(2,700,000)$0.050——

Forfeited during the year(2,500,000)$0.050(9,700,000)$0.050

Balance at 31 March24,400,000$0.03029,600,000$0.032

Exercisable at 31 March18,233,333$0.03016,266,667$0.040

Annual Report 20268034567891029We1'r r67c
Subsidiaries

22

Ownership interest

held by Group

Name of subsidiaryPrincipal activity20262025

Civic Waste LimitedWaste collection, recycling & disposal

100%100%

Safeco Training NZ LimitedSafety management training

—100%

Sortco NZ LimitedWaste sorting and recycling

—100%

WasteCo Finance NZ LimitedCredit card merchant account holder for group

—100%

WasteCo Holdings NZ LimitedHolding company

—100%

WasteCo NZ LimitedWaste collection, recycling & disposal

100%100%

WasteCo NZ (Southern) LimitedWaste collection, recycling & disposal

—100%

WasteCo Port Services NZ LimitedIndustrial cleaning

—100%

On 1 July 2025 Safeco Training NZ Limited, Sortco NZ Limited, Wasteco Finance NZ Limited,

Wasteco Holdings NZ Limited, Wasteco NZ (Southern) Limited, Wasteco Port Services NZ Limited and

Wasteco NZ Limited amalgamated to become Wasteco NZ Limited.

Following the amalgamation, the companies remaining in the Group are WasteCo Group Limited,

WasteCo NZ Limited and Civic Waste Limited.

All subsidiaries are domiciled in New Zealand and have a balance date of 31 March.

Financial instruments

23

23.1 Classes and categories of financial instruments

The Group has entered into a number of non-derivative financial instruments all of which are classified

as financial assets and liabilities at amortised cost. The carrying values of these items approximate

their fair value and represent the maximum exposures for each type of financial instrument.

They are listed as follows:

Annual Report 20268134567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Financial assets at amortised rate

Cash at bank1,1595,854

Trade receivables and other current assets117, 2747,74 1

Total financial assets8,43313,595

Financial liabilities at amortised rate

Trade payables and other current liabilities178,3116,545

Borrowings—current1826,6648,652

Borrowings—non-current1813,43232,298

Lease liabilities—current15.23,2462,276

Lease liabilities—non-current15.214 ,74 213,704

Total financial liabilities66,39563,475

The Group does not have any derivative financial instruments (2025: nil).

23.2 Financial risk management objectives

23.3 Market risk

The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk

and currency risk), credit and liquidity risk. The Group’s overall risk management programme focuses

on the unpredictability of financial markets and seeks to minimise potential adverse effects on its

financial performance.

Risk management is carried out under policies approved by the Board of Directors.

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest

rates will affect the Group’s income or the value of its holdings of financial instruments. The objective

of market risk management is to manage and control the market risk exposures within acceptable

parameters, while optimising the return on risk.

The Group’s main market risk relates to interest rate risk. Interest rate risk is the risk that the fair

value of the financial instrument or cash flows associated with the instrument will fluctuate due to

changes in market interest rates.

Annual Report 20268234567891029We1'r r67c
The Group’s interest rate risk exposure primarily relates to its exposure to variable interest rates

on borrowings. The Group has managed this risk exposure through:

A 100 basis points increase in the interest rates of variable rate borrowings, taking into account

scheduled repayments, would increase the annual interest expense on the borrowings from these

facilities by $218,000. A decrease in the variable interest rates of 100 basis points, taking into

account scheduled repayments, would decrease the annual interest expense on the borrowings

from these facilities by $216,000.

• active management of borrowing facilities to ensure the Group is accessing the best funding

solutions to deliver savings in interest costs and provide preferential repayment terms;

• the issue of convertible notes which require no repayment until the end of the term of the notes,

and even then repayment is only required if the notes are not settled through the issue

of shares. This has enabled the Group to focus on the repayment of Kiwibank borrowings.

The convertible notes have a fixed interest rate payable that is significantly lower than the

bank borrowings interest rate; and

• a focus on debt repayment.

23.4 Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations and arises from cash and cash equivalents, and

the Group’s receivables from customers. The Group’s maximum credit risk is represented by the

carrying value of these financial assets.

The credit risk associated with cash transactions and deposits is managed through the Group’s

policies that limit the use of counterparties to high credit quality financial institutions.

The Group minimises concentrations of credit risk in receivables by undertaking transactions with

a large number of customers. In addition, receivable balances are monitored on an ongoing basis

with the objective that the Group’s exposure to expected credit losses is minimised. The Group

considers information developed internally or obtained from external sources to determine whether

a debtor is unlikely to pay the balances due in full. The Group writes off a trade receivable when there

is information indicating that the debtor is in severe financial difficulty and there is no realistic

prospect of recovery.

23.5 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when

they fall due. The Group’s liquidity risk management includes maintaining sufficient cash reserves

to meet future commitments (refer to note 4.1 Going Concern).

Annual Report 20268334567891029We1'r r67c
The following table provides a maturity analysis of the Group’s remaining contractual cash

flows relating to non-derivative financial liabilities. Contractual cash flows include contractual

undiscounted principal and interest payments.

The liquidity table assumes convertible noteholders request repayment of the notes at the end of

their respective terms and do not choose to convert the notes to shares.

Carrying

amount


NZ$000

Contractual

cash flows

NZ$000

Payable

0–6

months

NZ$000

Payable

6–12

months

NZ$000

Payable

1–2 years

NZ$000

Payable

2–5 years

NZ$000

Payable

5+ years


NZ$000

As at 31 March 2026

Trade payables

and other current

liabilities

9,3799,3799,379————

Borrowings

40,09651,51230,7977803,43516,500—

Lease liability

17, 9 8 822,4352,2732,2324,5008,9834,447

67,46383,32642,4493,0127,93525,4834,447

As at 31 March 2025

Trade payables

and other current

liabilities

7,76 67,76 67,76 6————

Borrowings

40,95055,9334,5686,78221,63022,953—

Lease liability

15,98020,6301 ,74 91,7303,3548,5695,228

64,69684,32914,0838,51224,98431,5225,228

23.6 Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going

concern while maximising the return to shareholders through the optimisation of debt and equity.

The capital structure of the Group consists of equity, comprising issued capital and retained earnings,

and debt. The Group reviews the capital structure on a regular basis including assessing equity ratios

and ensuring compliance with bank covenants (refer note 18.3), to ensure that entities in the Group

are able to continue as going concerns (note 4.1) and to fund its acquisition strategy.

Annual Report 20268434567891029We1'r r67c
Notes to the cash flow statement

24


Note2026

NZ$000

2025

NZ$000

Cash at bank1,1595,854

Bank overdraft18.1(4 ,1 22)—

(2,963)5,854

24.1 Cash and cash equivalents

Annual Report 20268534567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Net loss after taxation(12,354)(9,854)

Adjustments for:

Depreciation of property, plant and equipment144,7234,423

Depreciation of right of use assets153,0402,019

Amortisation of intangible assets161,9861,727

Impairment of plant and equipment14—378

Impairment of intangible assets16—212

Loss on disposal of property, plant and equipment663553

Share based payments2076(60)

Interest paid on borrowings1,9433,160

Interest paid on lease liabilities1,3341,037

Interest on convertible notes18.41,960917

Other interest218—

Amortisation of convertible note issue costs18.46829

Write down of assets held for sale133166

Acquisition related costs includes in investing activities27393

Contribution towards acquisition costs—(75)

Income tax benefit recognised on acquisiton

of Civic Waste

26

—(1,135)

24.2 Reconciliation of profit or loss after taxation with cash flow from operating activities

Annual Report 20268634567891029We1'r r67c

2026

NZ$000

2025

NZ$000

Movements in working capital

(Increase)/decrease in trade receivables

and other current assets

72(1,056)

(Increase)/decrease in inventory

(107)201

Increase/(decrease) in trade payables

and other current liabilities

1,6151,907

Increase/(decrease) in income tax payable

(124)168

Movement in working capital due to investing activities

386(541)

Net cash received from operating activities

5,5574,469

Annual Report 20268734567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Borrowings

At 1 April40,95033,829

Cash:

Proceeds from borrowings2,61432,132

Net proceeds from bank overdraft4,122—

Principal repayment of borrowings( 7, 3 0 6)(36,488)

Interest paid on borrowings(1,938)(3,160)

Net repayment of bank overdraft—(2,340)

Proceeds from convertible notes1,00015,000

Repayment of convertible notes(2,000)—

Convertible note issue costs paid(4 2)(366)

Interest paid on convertible notes(1,150)(547)

Non-cash:

Finance costs accrued on borrowings2,0283,160

Equity component recognised in convertible notes reserve(210)(4 , 270)

Interest accrued on convertible notes1,960917

Amortisation of convertible note issue costs6829

Loan acquired on business acquisition26—2,596

Overdraft acquired on business acquisition—458

As 31 March40,09640,950

24.3 Reconciliation of liabilities arising from financing activities

Annual Report 20268834567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Lease liabilities

At 1 April15,98011,584

Cash:

Principal repayments of lease liabilities(3,090)(1,700)

Interest paid on lease liabilities(1,334)(1,037)

Non-cash:

Lease liabilities recognised4,9991,101

Lease liabilities from business acquisitions26—4,751

Interest on lease liabilities1,3341,037

Lease modifications99243

As 31 March17,98815,980

Related parties

25

25.1 Directors

25.2 Key management personnel compensation

The directors of the Company during the year were Roger Gower, Simon Herbert, Sean Joyce,

Sara Lunam (appointed 1 July 2025), Neil McAra (appointed 1 March 2026), James Redmayne

(resigned 25 May 2026), Shane Edmond (resigned 28 February 2026) and Rodney Malam

(as an alternate to Simon Herbert—resigned 1 May 2026).

Key management personnel are the Directors, including the acting Chief Executive Officer,

and members of the executive leadership team (2025: key management personnel were the

directors, Chief Executive Officer and members of the executive leadership team).

Key management personnel compensation is set out below.

Annual Report 20268934567891029We1'r r67c

Note2026

NZ$000

2025

NZ$000

Short term benefits—directors fees301236

Short term benefits—directors remuneration291—

Share based payments—directors fees202412

Short-term benefits—employee benefits8851,396

Share based payments—employee benefits5180

Termination benefits7080

Short-term benefits—consulting services77429

1,6992,233

25.3 Empire Waste Technology Limited

Empire Waste Technology Limited (‘EWTL’) is the holder of the $15 million of convertible notes

issued by the Company on 19 December 2024 (refer note 18.4). Simon Herbert is a director of EWTL.

Simon Herbert, Sean Joyce and Rodney Malam (as an alternate to Simon Herbert) were nominated

to the WasteCo Board by EWTL under the terms of the convertible notes agreement.

25.4 Bastre Properties NZ Limited

Bastre Properties NZ Limited (‘Bastre Properties’) owns premises that are leased by the Group.

The initial term of the lease is five years from November 2020 and the Group hold rights of renewal

for two further five-year terms. $112,249 was paid in rent to Bastre Properties in the reporting period

ended 31 March 2026 (2025: $127,664). As at 31 March 2026 the Group recognised $744,263 of

lease liabilities due to Bastre Properties (2025: $1,023,961).

44% of the share capital of Bastre Properties is owned by the James & Sam Family Trust, of which

James Redmayne and his wife Samantha are trustees.

Annual Report 20269034567891029We1'r r67c
25.5 Other transactions with related parties

The Group paid CM Partners Limited, of which Sean Joyce is a director and a company controlled

by Mr Joyce is a shareholder, $50,000 for professional fees in relation to the issue of convertible notes.

During the year the Group paid $2.1 million to Findex for the provision of Health & Safety and human

resources consulting services, of which $264,000 was incurred since Neil McAra’s appointment

as director. Neil McAra is managing partner for the Business Advisory and Accounting division of

Findex Southland. Findex operates a division leadership model for New Zealand. Other services lines,

for example audit, resources and Health & Safety consulting report to different leaders within the

business. Findex provides services to WasteCo in relation to human resources and Health & Safety.

Personnel providing these services to the Group do not report to Neil McAra. Neil McAra receives

no financial benefit from the services provided.

Annual Report 20269134567891029We1'r r67c
Prior period disclosure—Acquisition of Civic Waste Limited

26

WasteCo entered into a sale and purchase agreement for the purchase of 100% of the shares

of Civic Waste Limited (‘CWL’) on 22 November 2024. The purchase was completed on 19 December

2024 with an effective date of 30 November 2024.

CWL is a leading North Island based waste management company providing collection of waste and

recycling services, sweeping services and industrial cleaning services. The acquisition expands

WasteCo’s geographic footprint and provides additional operational scale.

The amounts recognised in the 2025 financial year in respect of the identifiable assets acquired and

liabilities assumed are as set out in the table below.

NZ$000

Net assets acquired at fair value:

Cash(4 58)

Accounts receivable2,173

Inventory2

Other current assets157

Property, plant and equipment5,205

ROU asset4,751

Computer software47

Customer relationship asset2,554

Brand212

Accounts payable & accruals(1,844)

Income tax payable(149)

Term loans(2,596)

Lease liabilities(4 ,751)

Deferred tax liability(1,135)

Net assets acquired4,168

Goodwill2,293

6,461

Annual Report 20269234567891029We1'r r67c
NZ$000

Satisfied by:

Cash8,635

Contingent consideration880

Less: acquisition data bank overdraft(4 58)

Less: acquisition date loan(2,596)

Total consideration6,461

The fair value of assets and liabilities acquired were determined by an independent valuer.

The total purchase price for the acquisition was $9.5 million. $8.6 million of the purchase price was

paid in cash to the vendors and to the repayment of debt. In addition, contingent consideration

was payable to the vendors based upon CWL’s actual EBITDA results during the 12 months to 30

November 2025. Contingent consideration of $500,000 up to $1 million was payable if CWL achieved

EBITDA of $2.5 million to $3.0 million respectively. For EBITDA exceeding $3.0 million the contingent

consideration payable was equal to $1.0 million plus 20% of the amount of EBITDA exceeding $3.0

million. Management considered EBITDA of $3.0 million would be achieved. The fair value of the

contingent consideration was calculated as $880k, which was the $1 million forecast payment

discounted to present value using the CWL weighted average cost of capital of 13.6%.

The cash paid for the acquisition was funded by the issue of convertible notes (refer note 18.4) and the

issue of shares to existing shareholders under a share purchase plan.

CWL contributed $6.0 million and $0.2 million to the Group’s revenue and profit before tax for the

period between the date of acquisition and 31 March 2025. If CWL had been acquired on 1 April 2024

the Group estimated the new business would have contributed $20.9 million and $0.6 million to the

Group’s revenue and net profit before tax for the 2025 year.

The goodwill arising from the acquisition relates to expected synergies, and the capability and

expertise developed within the acquired business.

Contingencies

27

There were no contingent liabilities at 31 March 2026 (2025: nil).

Annual Report 20269334567891029We1'r r67c
Commitments

Events subsequent to reporting date

28

29

At the reporting date the Group had committed to the purchase of trucks with a combined

value of $3.1 million.

WasteCo is in discussions on a potential lease agreement for an industrial vacuum vehicle.

The obligation amount is still to be confirmed and is estimated at $850,000 (2025: $850,000).

There were $388,000 of commitments for future capital expenditure at 31 March 2025.

Subsequent to the reporting date the Company was advised that it has been charged by WorkSafe

in relation to the Te Anau fatality that occurred in May 2025. The charge has been filed under the

Health & Safety at Work Act 2015 and will now proceed through the Court process. The Group is not

able to reliably quantify the potential financial impact arising from these charges, if any, at this time.

On 20 May 2026 the Board approved a new $10 million financing facility with Pacific Finance Limited.

This new facility is subject to the execution of facility documents which are expected to be finalised

in early June.

29.1 WorkSafe charge for May 2025 Te Anau fatality

29.2 Invoice financing




Independent Auditor’s Report

To the Shareholders of WasteCo Group Limited

Opinion We have audited the consolidated financial statements of WasteCo Group Limited and its

subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as

at 31 March 2026, and the consolidated statement of profit or loss and other comprehensive

income, statement of changes in equity and statement of cash flows for the year then ended,

and notes to the consolidated financial statements, including material accounting policy

information.

In our opinion, the accompanying consolidated financial statements, on pages 34 to 93,

present fairly, in all material respects, the consolidated financial position of the Group as at 31

March 2026, and its consolidated financial performance and cash flows for the year then ended

in accordance with New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as

issued by the External Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the

International Accounting Standards Board.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and

International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under

those standards are further described in the Auditor’s Responsibilities for the Audit of the

Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (‘PES 1’) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards)

(‘IESBA Code’) as applicable to audits of financial statements of public interest entities. We

have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA

Code.

Other than in our capacity as auditor, we have no relationship with or interests in the Company

or any of its subsidiaries.

Material uncertainty related to

going concern

We draw attention to Note 4.1 in the consolidated financial statements, which indicates that

the Group incurred a net loss of $12.4m during the year ended 31 March 2026 and, as of that

date, the Group’s current liabilities exceeded its current assets by $28.7m. As stated in Note

4.1, these events or conditions, along with other matters as set forth in Note 4.1, indicate that a

material uncertainty exists that may cast significant doubt on the Group's ability to continue as

a going concern. Our opinion is not modified in respect of this matter.

Audit materiality



We consider materiality primarily in terms of the magnitude of misstatement in the financial

statements of the Group that in our judgement would make it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced (the

‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a

person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit

work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $882,000.

Key audit matters




Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the consolidated financial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters. In addition to the matter described in the Material Uncertainty Related to Going

Concern section, we have determined the matters described below to be the key audit matters

to be communicated in our report.



Key audit matter How our audit addressed the key audit matter

Goodwill Impairment Assessment

The Group has $3.7m of goodwill as at 31 March 2026, as

detailed in note 16.

The carrying value of goodwill is dependent on future cash flows

expected to be generated by the underlying businesses, and

there is a risk that if these cash flows are not achieved, the

goodwill may be impaired.

The Group tests goodwill annually for impairment by

determining the recoverable amounts of the cash generating

units to which the goodwill is allocated and comparing these to

the carrying amounts of the cash generating units. The

impairment assessment models prepared by the Group contain

the following key assumptions:

• Forecasted free cash flows;

• Pre-tax discount rates; and

• Terminal growth rates.

Changes in these assumptions could result in an impairment of

goodwill.

We have included the goodwill impairment assessment as a key

audit matter due to the significance of the balance to the

financial statements and the level of judgment applied by the

Group in determining the key assumptions used to determine

the recoverable amounts of the cash generating units.

We considered whether the Group’s methodology for

assessing impairment is compliant with NZ IAS 36:

Impairment of Assets. For each cash generating unit, we have

tested the appropriateness of the impairment model and

reasonableness of the key assumptions.

Our procedures included, for each cash generating unit:

- Agreeing a sample of cash flows in the impairment

model to the Board approved budgets;

- Assessing the reasonableness of the forecasted free

cash flows by:

- Comparing forecasted revenue amounts

for a

sample of customers to signed contracts

and/or historical monthly invoices;

- Considering whether the projected costs are

reasonable by comparing projections to

previous results and evaluating the Group’s

assumptions on the impact of the current

economic climate; and

- Evaluating the accuracy of the Group’s

budget forecasting by comparing previous

budgets to actual results.

- Utilising our internal valuation specialists to:

-

Evaluate the appropriateness of the valuation

methodology;

- Test the mathematical accuracy of the

model;

- Evaluate the appropriateness of the pre-tax

discount rate; and

- Compare the terminal growth rate to market

data.

Other information


The directors are responsible on behalf of the Group for the other information. The other

information comprises the information in the Annual Report that accompanies the

consolidated financial statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the audit

or otherwise appears to be materially misstated. If so, we are required to report that fact. We

have nothing to report in this regard.

Directors’ responsibilities for

the consolidated financial

statements





The directors are responsible on behalf of the Group for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such

internal control as the directors determine is necessary to enable the preparation of

consolidated financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of

the Group for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of accounting

unless the directors either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.



Key audit matter How our audit addressed the key audit matter

Auditor’s responsibilities for the

audit of the consolidated

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs

(NZ) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of

these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial

statements is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-

report-1-1/

This description forms part of our auditor’s report.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the

Company’s shareholders as a body, for our audit work, for this report, or for the opinions we

have formed.






Anthony Smith,

Partner

for Deloitte Limited

Christchurch, New Zealand

28 May 2026

Annual Report 20269734567891029We1'r r67c
for the year ended 31 March 2026

Shareholder and Statutory Information

The Group’s shares are quoted on the NZX Main Board. As at 11 May 2026, the Company

had 1,098,372,765 ordinary shares on issue (31 March 2026: 1,098,372,765 ordinary shares).

Details of the distribution of ordinary shares amongst shareholders at 11 May 2026

are set out below.

Stock exchange listing

Distribution of security holders

Number of Security HoldersNumber of Securities

NUMBERPERCENTAGENUMBERPERCENTAGE

1–1,0006414 4 .73%304,0240.03%

1,001—5,00033823.59%769,0500.07%

5,001—10,000644.47%480,2850.04%

10,001—100,00017011.86%7,440,1180.68%

100,001—500,0001278.86%31,160,1962.84%

500,001 or more936.49%1,058,219,09296.34%

1,433100.00%1,098,372,765100.00%

Annual Report 20269834567891029We1'r r67c
The 20 largest shareholdings at 11 May 2026 are provided in the table below.

20 largest shareholdings

Number

of shares held

Percentage

of shares held

Laurence James Redmayne, Samantha Jane Redmayne

& Cullinane Steel Trustees (2003) Limited

168,640,92315.35%

WFT Finance Limited

156,153,84614.22%

Carl Stephen Storm, Dawn Margaret Storm

& C&F Trustees 35776 Limited

120,841,78911.00%

Shane David Edmond

52,667,6924.80%

New Zealand Depository Nominee

47,235,5234.30%

Glendarvie Holdings Limited

46,332,5764.22%

Forsyth Barr Custodians Limited

38,681,9573.52%

Lloyd George Phillips, Wayne Vincent Phillips

& Craig Bruce Phillips

31,850,3532.90%

Malcolm Guy Bailey

27,216,0002.48%

New Zealand Permanent Trustees Limited

24,756,7152.25%

Ashvegas Limited

2 2 , 8 67,6 9 22.08%

Youthlab Limited

17,000,0001.55%

Andrew John Howard

16,841,5131.53%

Barry John Gray & Fiona Margaret Gray

16,149,2051.47%

John Lee, Susan Iris Lee & Paul Johnston

15,841,5131.44%

WFT Investments Limited

15,384,6151.40%

Mounterowen Limited

13,136,0731.20%

WFT Property Limited

13,000,0001.18%

Custodial Services Limited

12,825,3081.17%

Leveraged Equities Finance Limited

11,263,4571.03%

Annual Report 20269934567891029We1'r r67c
The following information is given pursuant to Section 293 of the Financial Markets

Conduct Act 2013.

The following are recorded by the Company at 31 March 2026 as Substantial Product Holder(s)

in the Company, and have declared the following relevant interest in quoted financial

products under the Financial Markets Conduct Act 2013:

Substantial security holders

Substantial Product HolderRelevant interest

Empire Waste Technology LimitedUp to 750,000,000 if the maximum number

of convertible notes issued to Empire are converted.

1. Wayne Wright

2. WFT Finance Limited (WFT Finance)

3. Manuka Skin Care Limited (previously called

WFT Investments Limited) (Manuka Skin Care)

4. WFT Property Limited (WFT Property)

Wayne Wright is the sole director and has effective

control of the shareholder in each of:

a. WFT Finance, which holds 156,153,846 shares

in WasteCo;

b. Manuka Skin Care, which holds 15,384,615

shares in WasteCo; and

c. WFT Property, which holds 13,000,000 shares

in WasteCo.

Wayne Wright therefore has the power directly or

indirectly to control the voting rights attached to

184,538,461 WasteCo shares in aggregate.

Laurence James Redmayne, Samantha Redmayne,

Cullinane Steele Trustees (2003) Limited

168,640,923

1. Carl Storm, Dawn Storm and C&F Trustees

35776 Limited

2. Carl Stephen Storm and Dawn Margaret Storm

124,620,695

Shane Edmond, Belinda Edmond and Ashvegas Limited85,615,384

The total number of quoted financial products issued by the Company at 31 March 2026

were the 1,098,372,765 ordinary shares.

Annual Report 202610034567891029We1'r r67c
The names of the directors holding office during the year are:

Directors

NameOffice heldDate

Roger Gower (Chair)Executive directorAppointed October 2020

Simon HerbertNon-Independent directorAppointed December 2024

Sean JoyceNon-Independent directorAppointed December 2024

Sara LunamIndependent directorAppointed July 2025

Neil McAraIndependent directorAppointed March 2026

James RedmayneNon-Independent directorResigned 25 May 2026

Shane EdmondIndependent directorResigned 28 February 2026

Rodney MalamNon-Independent director

(alternate to S Herbert)

Resigned 1 May 2026

At the start of the 2026 financial year Shane Edmond and James Redmayne were directors

of each of the Company’s subsidiaries except for Civic Waste Limited where Roger Gower

was the sole director. During the year Roger Gower was appointed as the sole director for all

of the Company’s subsidiaries.

On 1 July 2025 Safeco Training NZ Limited, Sortco NZ Limited, Wasteco Finance NZ Limited,

Wasteco Holdings NZ Limited, Wasteco NZ (Southern) Limited, Wasteco Port Services

NZ Limited and Wasteco NZ Limited amalgamated to become Wasteco NZ Limited.

Following the amalgamation the Company’s only subsidiaries were Civic Waste Limited

and Wasteco NZ Limited.

Annual Report 202610134567891029We1'r r67c
The following entries were made in the interest register during the year ended 31 March 2026:

The directors provided the following disclosure of entities in which, due to the nature of their

relationship, may be related parties to the Group, and transactions in which they have an interest.

Interests register

Roger Gower receives an annual salary of $325,000 as Interim CEO (and received $291,000

during the year ended 31 March 2026 reflecting his appointment to that role during the year).

Up until his appointment as Interim CEO Roger was entitled to received directors fees

of $85,000 per annum as Chair of the Board (so he received $14,000 director fees in the year

ended 31 March 2026).

Roger GowerNature of interest

Being AI LimitedShareholder

Civic Waste LimitedDirector

IntoWork Australia LimitedDirector

IntoWork New Zealand Limited Director

Me Today LimitedDirector & shareholder

New Zealand Food Innovation Auckland LimitedDirector

Primeport Timaru LimitedDirector

Roger Gower & Associates LimitedDirector & shareholder

<1% (Individually held) >99% (Jointly held)

WasteCo Group LimitedDirector & shareholder

Shane Edmond was entitled to receive directors fees of $65,000 per annum

(but received $60,000 in the year ended 31 March 2026 due to his resignation).

Shane EdmondNature of interest

Alvarium (NZ) Wealth Management Holdings

Limited & related entities

Director

WasteCo Group Limited

Director & shareholder

7% (individually held)

Annual Report 202610234567891029We1'r r67c
Empire Waste Technology Limited is the holder of $15 million of convertible notes issued

by the Company on 19 December 2024 and is entitled to receive interest on the convertible

notes quarterly.

Simon Herbert is entitled to receive directors fees of $65,000 per annum.

Simon HerbertNature of interest

Empire Waste Technologies Limited

and its associated companies

Director

Mounterowen Limited is the legal owner of 13,136,073 ordinary fully paid shares in the Company.

The Group paid CM Partners Limited $50,000 for professional fees in relation to the issue

of convertible notes.

Sean Joyce is entitled to receive directors fees of $65,000 per annum.

Sara Lunam is entitled to receive directors fees of $65,000 per annum (but received

$27,000 in the year ended 31 March 2026 due to her appointment during the year).

Sean JoyceNature of interest

CM Partners LimitedDirector & beneficial owner

Corporate CounselPrincipal

Empire Capital Limited & its associated companiesDirector

Mounterowen LimitedDirector & shareholder

Sara LunamNature of interest

Bendigo Management LimitedDirector

P.A. Media LimitedDirector & shareholder

Waipuna Hospice FoundationFormer Chair

Annual Report 202610334567891029We1'r r67c
Rodney Malam was an alternate for Simon Herbert. As such he received no directors fees.

Empire Capital Limited is a company associated with Empire Waste Technology Limited,

which company subscribed for $15 million of convertible notes issued by the Company

on 19 December 2024.

Rodney MalamNature of interest

Empire Capital Limited & its associated companiesChief Financial Offer

Findex provided Health & Safety and HR consulting services to the Group.

Neil McAra is entitled to receive directors fees of $65,000 per annum (but received no directors

fees in the year ended 31 March 2026).

Neil McAraNature of interest

Ronaki Southland LtdDirector & shareholder

Findex SouthlandManaging Partner for the Business Advisory

and Accounting division

Southland Chamber of CommerceBoard Member

George Wilson Group LimitedDirector

Back Country Foods LimitedDirector

Coin SouthChair

Fortuna Group LimitedDirector

Stabicraft Marine LimitedDirector

Annual Report 202610434567891029We1'r r67c
James Redmayne was entitled to receive directors fees of $65,000 per annum.

BASTRE Properties NZ Limited leases premises to the Group.

James RedmayneNature of interest

BASTRE Properties NZ LimitedDirector & trustee of shareholder

BEAR Finance NZ LimitedDirector & beneficial owner (jointly held)

HAZMIT LimitedDirector & shareholder (jointly held)

REDALL NZ LimitedDirector & shareholder (individually held)

Redmayne Innovations LimitedDirector & shareholder (individually held)

Staffco NZ LimitedDirector & trustee of shareholder

Variable Financial Solutions (NZ) LimitedDirector & shareholder (jointly held)

WasteCo Group LimitedDirector & shareholder (jointly held)

The Group indemnifies all current directors of the Group against all liabilities (other than

to a member of the Group) which arise out of the performance of their normal duties as directors,

unless the liability relates to conduct involving lack of good faith.

Directors’ indemnification

Annual Report 202610534567891029We1'r r67c
At 31 March 2026 the directors of the Group held the following relevant interests in quoted

financial products and financial products that may convert to quoted financial products.

Directors’ relevant interests

Ordinary sharesConvertible notesShare options granted

VESTEDNOT VESTED

Roger Gower907—5,000,0002,000,000

Simon Herbert—750,000,000——

Sean Joyce13,136,073———

Sara Lunam————

Neil McAra————

James Redmayne168,640,923———

Rodney Malam————

Simon Herbert has a relevant interest in $15 million convertible notes which may be converted

into up to 750,000,000 ordinary shares.

Annual Report 202610634567891029We1'r r67c
During the year the following remuneration and other benefits were paid or payable to directors

of the Group. The amounts below reflect the remuneration related expenses included in the

Group’s consolidated financial statements.

Directors’ remuneration


Directors

fees

NZ$000

Employee

remuneration

NZ$000

Share based

payments

NZ$000

Total


NZ$000

Roger Gower (Chair)

1429124329

Shane Edmond

60——60

Simon Herbert

65——65

Sean Joyce

65——65

Sara Lunam

27——27

Neil McAra

5——5

Rodney Malam (alternate)

————

James Redmayne

65——65

30129124616

Annual Report 202610734567891029We1'r r67c
The number of employees, not being directors disclosed in the Directors’ remuneration section

above, within the Group receiving annual remuneration and benefits above $100,000 are:

Employee remuneration

RemunerationNumber

$100,000—$109,99912

$110,000—$119,99912

$120,000—$129,9999

$130,000—$139,9993

$140,000—$149,9994

$150,000—$159,9991

$160,000—$169,9992

$170,000—$179,9993

$180,000—$189,9991

$200,000—$209,9991

$360,000—$369,9991

Interim CEO Roger Gower’s remuneration consists of an annual salary of $325,000.

Roger holds 7 million options to purchase shares in the Company which were granted to him

prior to his appointment as Interim CEO.

Chief Executive Officer’s (‘CEO’s’) remuneration

Annual Report 202610834567891029We1'r r67c
No donations were made by the Group during the year ended 31 March 2026.

Deloitte Limited is the auditor for the Group. Audit fees due and payable to the auditor for

the year ended 31 March 2026 were $215,067.

WasteCo Group has not relied on any waivers issued by the NZX in the 12 months

ended 31 March 2026.

The following disclosures are required by Rule 19B(2) of the Takeovers Code about

the issue of convertible notes by WasteCo Group Limited to Empire Waste Technology Limited,

under a convertible note subscription agreement dated 19 December 2024 (the ‘Agreement’),

approved by shareholders on 13 December 2024.

Donations

Auditor

NZX Waivers

Takeovers Code disclosures

Shareholders approved an allotment to Empire Waste Technology Limited of a $15 million principal

amount of convertible notes (‘Notes’) convertible into 750 million ordinary shares (voting securities),

on the terms described in the Notice of Special Meeting of Shareholders dated 27 November 2024.

The Notes were allotted on 23 December 2024.

Particulars, as at 31 March 2026, of:

A summary of the terms of the approved allotment package

• the number of voting securities already allotted to the allottee under the approved

allotment package is Nil;

• the number of voting securities on issue that are held or controlled by the allottee, and

the percentage of all voting securities on issue that that number represents is Nil;

• the aggregate of the percentages of all voting securities that are held or controlled by

the allottee and the allottee’s associates is Nil;

• the maximum percentage of all voting securities that could be held or controlled by

the allottee on completion of all the allotments is 40.576%;

Annual Report 202610934567891029We1'r r67c
This annual report of WasteCo Group Limited is dated 28 May 2026 and is signed on behalf

of the Board by:

Roger Gower

Director

Neil McAra

Director

• the maximum aggregate of the percentages of all voting securities that could be held

or controlled by the allottee and the allottee’s associates on completion of all

the allotments is 40.576%;

• The date used for these calculations is 26 May 2026. These calculations have been made

on the assumptions that:

→the number of voting securities is the number of WasteCo shares on issue

on the calculation date (being, 1,098,372,765);

→the allottee is allotted the maximum number of shares under the allotment;

→that there is no proportionate consolidation or subdivision of shares in WasteCo during

the term (were there to be a consolidation that would proportionately reduce the number

of shares issued on allotment; were there to be a subdivision that would proportionately

increase the number of shares issued on allotment); and

→neither the allottee nor any associate of the allottee currently holds any shares in WasteCo.

Annual Report 202611034567891029We1'r r67c
Company Directory

3202682

24 November 2010

421 Blenheim Road

Upper Riccarton

Christchurch 8041

421 Blenheim Road

Upper Riccarton

Christchurch 8041

→Roger Gower

→Neil McAra

→James Redmayne (resigned 25 May 2026)

→Simon Herbert

→Shane Edmond (resigned 28 February 2026)

→Sean Joyce

→Rodney Malam (resigned 1 May 2026)

→Sara Lunam

Kiwibank Limited

Christchurch

MUFG Pension & Market Services

Level 30, PwC Tower

15 Customs Street

West Auckland 1010

Phone 09 375 5998

wasteco.co.nz

Deloitte Limited

151 Cambridge Terrace

Christchurch 8013

Chapman Tripp

Level 34, 15 Customs Street West

Auckland Central 1010

Company number

Incorporated

Registered office

Registered office

Board of Directors

Bankers

Share Register

Website

Auditor

Lawyers

Thank you for reading
We're committed to delivering cleaner environments everywhere

we can, so print this document in grayscale if you really need

a physical copy, and recycle it properly when you're done.

421 Blenheim Road

Upper Riccarton

Christchurch 8041

New Zealand

wasteco.co.nz

0800 341 11 11

---

NZX Release
29 May 2026

WasteCo Reports FY26 Result

WasteCo Group Limited (NZX: WCO) today released its financial result for the year ended 31

March 2026, as the company continues to rebuild performance, systems and accountability

across the business.

Chair and Interim Chief Executive Roger Gower said FY26 had been a difficult year for

WasteCo.

“The deaths of WasteCo employees Lynda Kelly in Te Anau in 2025 and Paul Cruse in

Cardrona earlier this year had a profound impact on the company and our people,” said Mr

Gower. “Our thoughts remain with their families, friends and workmates, and we continue

to support all those affected across our business.”

WorkSafe has laid a charge against WasteCo under the Health and Safety at Work Act 2015

in relation to the Te Anau fatality. As the matter is before the Court, the company is unable

to comment further. The Cardrona road accident remains under police investigation and

WasteCo continues to cooperate fully with authorities.

“Over the past decade, WasteCo expanded quickly through acquisitions and listing on the

NZX in 2022. As the business grew across new regions, operations became increasingly

complex and performance became inconsistent,” said Roger Gower.

“This year was focused on rebuilding the fundamentals of the business. Health and safety is

our highest priority. We committed NZ$1.75 million to overhauling safety management

across WasteCo, strengthened the leadership team and introduced clearer reporting lines,

stronger operational controls and improved systems.

“FY26 was a disappointing financial result for WasteCo. Revenue increased to NZ$70.2

million from NZ$56.4 million in FY25, and EBITDA increased to NZ$5.85 million from NZ$4.64

million. Despite the increase in revenue, the company recorded a net loss of NZ$12.35

million, compared with a loss of NZ$9.9 million the previous year.

“In simple terms, the business was bringing in more revenue, but it was costing too much to

run.






“Most revenue growth came from acquisitions rather than improved underlying business
performance. At the same time, WasteCo was carrying high debt levels and operating a

larger national business without the systems and processes needed to run efficiently.

“The business also faced high financing costs, rising fleet expenses and low asset utilisation,

while duplicated overheads and restructuring costs weighed heavily on earnings.

“Over the past year, WasteCo has focused on simplifying operations, reducing complexity

and building greater consistency across its national network. These changes were necessary

and added materially to costs during FY26. However, the business is now operating with

greater discipline, clearer accountability and more consistency than it was twelve months

ago,” he said.

Highlights during the year included:

• Progressing the partnership with Porirua City Council to establish a construction and

demolition waste sorting facility in Wellington capable of processing more than 30,000

tonnes annually.

• Preparing to commence the NZ$40 million Ashburton District Council solid waste

contract in October 2026.

• Appointing Stephen Towsen as Chief Operating Officer during FY26, bringing extensive

waste industry and leadership experience.

• Completing a new medical and quarantine transfer facility in Cromwell to support the

Queenstown International Airport contract and future South Island growth.

• Expanding frontline leadership training, introducing digital training systems,

implementing a group-wide fatigue management programme and safer driving strategy, and

strengthening fleet standards, driver accountability and operational controls across the

business.

Mr Gower said WasteCo enters FY27 with a stronger operational focus and a commitment to

improving performance.

“We understand shareholders are frustrated by the company’s performance. Our

responsibility is to continue addressing the underlying issues in the business and deliver

better results over the next 12 months and subsequent financial years.”

About WasteCo

WasteCo Group Limited (NZX: WCO) is New Zealand’s only NZX-listed waste solutions and

industrial services provider, supporting households, businesses and local authorities

nationwide. More than 45% of WasteCo revenue is secured through long-term contracts

across councils, healthcare, infrastructure and commercial sectors.

-ENDS-

For further information please contact:

Erin Jamieson

Convergence Communications

erin@conv.co.nz | 021 743 237

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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