Contents

Company information

Chairman's statement

It is our pleasure to present the audited financial statements of ClearFlowPlus p.l.c. (also referred to as "the Company" or "CFP") for the year ended 31 December 2025. This year represented a year of meaningful advancement, one in which the Company deepened its strategic focus, consolidated its financial position, and translated its sustainability commitments into measurable, long-term value.

The Company remains steadfast in its core mission: to serve as a specialised financing and sustainability conduit supporting Malta's water and environmental infrastructure agenda. Our operational footprint, spanning reverse osmosis and desalination, sewage treatment, laboratory analysis, IT services, and the supply of specialised components, continues to position CFP as a credible and capable partner within Malta's green economy. Waste management remained a significant contributor to our revenue profile, reflecting the sustained and growing demand for environmentally responsible service delivery.

Operational efficiency and financial discipline have remained central to our management ethos. Throughout the year, we maintained a rigorous approach to cost governance whilst continuing to expand our service capabilities and deepen the quality of our project execution. The result is a strengthened gross margin and a more resilient operating model, outcomes that reflect both the maturity of our strategy and our continued commitment to responsible value creation for shareholders.

Our performance continues to draw strength from the institutional relationship with our parent entity, the Water Services Corporation (also referred to as "WSC" or "the Corporation"). This collaboration underpins our technical competence, operational scale, and project delivery capacity. During FY2025, the deployment of proceeds from our Green Bond programme reached a more advanced stage, with sustainability-linked capital channelled into projects that deliver tangible environmental and social outcomes. These results affirm our ability to bridge green financing with real-world impact, a capability that distinguishes CFP within the broader ESG and infrastructure finance landscape.

The Company's statement of financial position remains sound. Our capital structure reflects prudent stewardship and a deliberate strategic orientation toward long-term, sustainability-linked asset formation. In our role as the financing arm of WSC, we have continued to direct capital toward impactful infrastructure investments, reinforcing the alignment between our financial strategy and our environmental mandate. This disciplined asset composition supports both the stability of our balance sheet and the credibility of our sustainability narrative with institutional stakeholders.

Looking ahead, the outlook for sustainable infrastructure and water-related services remains compelling. Regulatory momentum, investor appetite for ESG-aligned instruments, and the growing imperative for climate resilience all present significant opportunities for a company of CFP's profile and positioning. Our priorities for the year ahead are clear: to advance our strategic investment pipeline, to deepen our engagement with institutional and green finance partners, and to continue generating long-term, responsible returns for all stakeholders.

On behalf of the Board of Directors, I extend our sincere appreciation to our investors, financing partners, and the dedicated professionals whose efforts continue to bring our vision to life.

Sincerely,

Mr. Karl Cilia

Chairman and Executive Director

30 April 2026

Directors' report

The Directors present their report and the audited financial statements of ClearFlowPlus p.l.c. (also referred to as "the Company" or "CFP") for the year ended 31 December 2025.

Principal activities and future developments

The Company's revenue from operations is derived from consultancy services and supplies, laboratory analysis and information technology services in connection with water production, filtration and/or treatment and/or sewage treatment products or facilities. The Company also acts as issuer of the Bonds with a view to finance mainly certain operations of the Water Services Corporation, which is its parent entity, and to meet any Bond-related payment obligations.

Review of the business

Financial performance

The Company's revenue was predominantly generated from the provision of services linked to reverse osmosis plants and associated after-sales support, desalination solutions, sewage treatment operations, laboratory testing, IT services, and the sale of spare parts. Waste management activities remained the principal contributor to income, accounting for 31% of ClearFlowPlus p.l.c.'s total revenue for the year under review of €3,520,879 (2024: €3,935,165).

Cost of sales was largely driven by expenses directly attributable to the sewage treatment operations and production and servicing of reverse osmosis and dispenser systems offered by the Company. Cost of sales increased to €1,016,997 (2024: €887,695) as a result of an increase in sewage treatment costs driven by a re-negotiation of waste management rates with its parent entity.

In delivering its services and running its operations, the Company continues to depend significantly on the resources of the Water Services Corporation. Administrative expenses totalled to €361,607 for the year ended 31 December 2025 (2024: €479,088). The decrease in administrative costs is principally due to the movement in the ECL allowance. Profit before tax decreased to €1,033,064 for the current year (2024: €1,457,478) mainly due to a decrease in interest income from the Company's term deposits.

As at 31 December 2025, the Company's total asset base stood at €29.7 million (2024: €29.1 million). As further investments were undertaken by Water Services Corporation in line with the Prospectus dated 20 July 2023, further advances of the bond proceeds were made by the Company to Water Services Corporation, thereby increasing the non-current portion of the loans receivable from related companies, from €7.7 million as at 31 December 2024 to €15.1 million as at 31 December 2025. As at 31 December 2025, current assets mainly comprise cash and cash equivalents of €12.2 million (2024: €18.6 million) and trade and other receivables totalling €0.9 million (2024: €1.4 million).

The Company's equity amounted to €4.3 million (2024: €3.6 million) as at 31 December 2025, primarily representing retained earnings. Total liabilities stood at €25.4 million at year-end (2024: €25.5 million) and principally comprise of the €25 million Green Bond issued by virtue of the Prospectus dated 20 July 2023.

Risk analysis

ClearFlowPlus p.l.c. relies significantly on its parent company, its commercial network and activities, as well as on the expertise and technical know-how developed by WSC, for both sourcing a substantial portion of its service engagements and executing its service delivery. The Company also depends on the parent's workforce, as CFP's operations are carried out by employees of WSC. Consequently, any adverse developments affecting WSC's resources — whether due to reputational damage, increased competition, technological or operational obsolescence, or other operational, market, or financial risks — could in turn have a detrimental impact on CFP's service agreements, business performance, and financial standing.

Additionally, following the bond issuance, CFP entered into a loan arrangement with WSC, under which the net proceeds from the bonds are being loaned to WSC. Given that CFP's own business operations are not expected to generate sufficient profits to fulfill its bond-related payment obligations, including interest payments and the eventual redemption of the bonds, the Issuer is primarily reliant on receiving timely interest and principal repayments from WSC under the terms of this intercompany loan, together with any finance-related fees charged to WSC to cover such obligations. As such, CFP's ability to meet its commitments to bondholders is closely tied to WSC's business outlook and financial performance.

Accordingly, risks associated with WSC's operations and commercial activity also affect the capacity of both ClearFlowPlus p.l.c. and the Corporation to meet their respective obligations related to interest payments and the redemption of the bonds, including any payments WSC may be required to make under the terms of the guarantee.

The directors are also monitoring recent developments internationally, in particular to how markets are reacting to rising geopolitical tensions and whether conflicts in the Middle East might have an impact on business in Malta. While remaining cautiously optimistic, the Company and management will continue to observe the situation abroad and the related impact it may have locally to be able to mitigate timely against such risks.

Directors

The Directors of the Company who held office during the year were: Mr. Karl Cilia, Mr. Matthew Costa, Ing. David Sacco, Ms. Angela Azzopardi, Mr. Luke Cann, Ing. Abigail Cutajar, Ms. Katrina Cuschieri.

The Company's Articles of Association requires all Directors to retire from office at each Annual General Meeting of the Company. A Director retiring from office shall retain office until the dissolution of such meeting and shall then be eligible for re-election or re-appointment.

Results and dividends

The results of the Company are set out in the statement of comprehensive income. The Directors do not recommend the payment of a dividend. Retained earnings, amounting to €4,082,816 (2024: €3,357,987) for the Company are being carried forward to the next financial year.

Going concern

The Directors, as required by Capital Markets Rule 5.62, have considered the Company's operating performance, the statement of financial position at year end, as well as the business plan for the coming year, and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Signed on behalf of the Board of Directors on 30 April 2026 by Mr. Karl Cilia (Chairman and Executive Director) and Mr. Luke Cann (Non-executive Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Corporate governance — Statement of compliance

Introduction

Pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority, ClearFlowPlus p.l.c. is hereby reporting on the extent of its adoption of the Code of Principles of Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules as well as the measures adopted to ensure compliance with these same Principles.

The Board of Directors acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. Nonetheless, the Board supports the Code and its adoption as it strongly believes that the Principles are in the best interest of all stakeholders involved since they ensure that the Directors, management and employees of the Group adhere to internationally recognised high standards of corporate governance.

The Group, which comprises the Company and its parent Water Services Corporation (and is also the Guarantor of the Green Bonds), currently has a corporate decision-making and supervisory structure that is tailored to suit the Group's requirements and designed to ensure the existence of adequate checks and balances within the Group, whilst retaining an element of flexibility, particularly in view of the size of the Group and the nature of its business.

The Board of Directors

The Board of Directors of ClearFlowPlus p.l.c. is entrusted with its overall direction and management. The Board meets regularly and is currently composed of seven (7) Members.

Executive Directors

• Mr. Karl Cilia
• Mr. Matthew Costa
• Ing. David Sacco

Non-executive Directors

• Ms. Angela Azzopardi
• Mr. Luke Cann
• Ing. Abigail Cutajar
• Ms. Katrina Cuschieri

For the financial year ended 31 December 2025, three (3) of the Directors — Mr. Karl Cilia, Mr. Matthew Costa and Ing. David Sacco — occupied senior executive positions within the Group as Chief Executive Officer, Chief Officer — Finance and Administration, and Chief Officer — Production and Treatment, respectively.

For the purpose of the Capital Markets Rules, Ms. Angela Azzopardi, Mr. Luke Cann, Ing. Abigail Cutajar and Ms. Katrina Cuschieri are independent non-executive Directors of the Company. During the year ending 31 December 2025, the Board of Directors met eight (8) times.

Directors' remuneration

The remuneration of the Board is reviewed periodically subject to the respective appointment letters. Non-executive Directors are paid a fixed remuneration, and there were no variable remunerations paid to them during 2025. During the year under review, the Directors received emoluments amounting in total to €40,000.

Audit Committee

The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibility by reviewing the Group financial statements and disclosures, monitoring the system of internal control established by management as well as the audit processes. The Audit Committee meets regularly with a minimum of four (4) times annually and is currently composed of:

• Mr. Luke Cann (Chairman)
• Ms. Angela Azzopardi
• Ms. Katrina Cuschieri

All members of the Audit Committee are non-executives and are also independent. The Audit Committee met seven (7) times during 2025.

Sustainability Committee

A Sustainability Committee was established to assist the Group with achieving alignment with the Green Bond Principles and other relevant and applicable sustainability standards. It is a committee of the Board, directly responsible and accountable to the Board and reports directly to it. The Committee is currently composed of seven (7) members:

• Ing. Stefan Riolo
• Dr. Juanita Agius Galea
• Ing. Abigail Cutajar
• Ms. Pauline Zerafa
• Ing. Nicole Vassallo
• Ing. Stefan Cachia
• Mr. Jeremy Dalli

The Sustainability Committee meets at least once every month and met twelve (12) times during the year under review.

Statement of financial position

As at 31 December

The financial statements were approved and authorised for issue by the Board of Directors on 30 April 2026 and signed on behalf of the Board by Mr. Karl Cilia (Chairman and Executive Director) and Mr. Matthew Costa (Executive Director) as per the Directors' Declaration on ESEF Annual Financial Report.

Statement of comprehensive income

Year ended 31 December

Statement of changes in equity

Statement of cash flows

Year ended 31 December

Notes to the financial statements

1. Principal activities of the Company

Incorporated in 2006 under the name of Desalination Services Marketing Ltd, and initially incorporated as a private limited liability company, its name was changed to ClearFlowPlus Limited in 2018. In anticipation of the Bond Issue, ClearFlowPlus Limited was then converted into a public limited liability company in 2023, becoming ClearFlowPlus p.l.c.

ClearFlowPlus p.l.c.'s operational activities essentially consist of consultancy services and supplies, laboratory analysis and information technology services in connection with water production, filtration and/or treatment and/or sewage treatment products or facilities.

2. Basis of preparation

The financial statements have been prepared in accordance with IFRSs as adopted by the EU and the requirements of the Companies Act (Cap. 386). They have been prepared under the historical cost convention. These financial statements are presented in Euro (€) which is the Company's functional currency.

The directors and management have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.

3. Summary of material accounting policies

The Company applies the following material accounting policies:

• Property, plant and equipment — stated at historical cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated using the straight-line method over estimated useful lives (Furniture and fittings: 10 years; Machinery and equipment: 7 years).
• Finance lease receivables — recognised at the amount of the Company's net investment in the leases.
• Financial assets — classified at amortised cost where assets are held to collect contractual cash flows that are solely payments of principal and interest.
• Impairment of financial assets — IFRS 9 expected credit loss model applied; loss allowance recognised based on 12-month ECL or lifetime ECL where credit risk has significantly increased.
• Inventories — stated at the lower of cost and net realisable value, using the weighted average cost method.
• Trade and other receivables — measured at amortised cost using the effective interest method, less ECL allowance.
• Borrowings — recognised initially at fair value of proceeds received, net of transaction costs, and subsequently carried at amortised cost.
• Revenue recognition — recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met.
• Current and deferred tax — recognised in profit or loss, except where it relates to items recognised in other comprehensive income or directly in equity.

4. Financial risk management

The Company's activities expose it to market risk (cash flow and fair value interest rate risk and foreign exchange risk), credit risk and liquidity risk. The Board of Directors provides principles for overall Company risk management.

Cash flow interest rate risk: Both the loans receivable and bonds bear fixed interest rates, so the Company is not exposed to cash flow risk from variable rate fluctuations.

Foreign exchange risk: Transactions are mainly affected in Euro, the functional and presentation currency, so the Company is not significantly exposed to foreign exchange risk.

Credit risk: Arises from loans receivable, cash and cash equivalents, and credit exposures to customers. As at 31 December 2025, total credit risk exposure amounted to €28,751,461 (2024: €28,219,622). The Company banks only with local financial institutions of high quality standing (cash held with local counterparty rated AA-).

Liquidity risk: Management monitors liquidity risk by reviewing expected cash flows, ensuring no additional financing facilities are expected to be required over the coming year. The Bond carries undiscounted contractual cash flows of €33,124,486, of which €1,062,500 falls due within 1 year.

5. Critical accounting estimates and judgements

The provision for expected credit losses of financial assets requires significant estimation. The Company assesses the credit risk of financial instruments within the scope of impairment for significant increase since initial recognition at the reporting date.

6. Property, plant and equipment

7. Finance lease receivables

The Company acts as a lessor in finance lease arrangements, leasing out water dispensers. The average term of finance leases entered into is 10 years. The effective interest rate contracted approximates 24.9% (2024: 24.9%) per annum.

8. Inventories

9. Trade and other receivables

10. Loans receivable from related companies

The loan receivable balance is partially represented by €217,138 (2024: €263,710) which was advanced to a related entity by way of a loan during the year ended 31 December 2021. The loan is unsecured, bears interest of 4.5% per annum and is to be paid in full, including the agreed interest, by the year 2028.

The loans receivable balance is also represented by €14,954,653 (2024: €7,469,890) which were advanced to the parent entity in terms of the loan agreement dated 20 September 2023. These represent the advancement of bond proceeds to finance Eligible Green Projects undertaken by Water Services Corporation. The facility is unsecured and the advancements are to be paid in full, including the agreed interest, by the year 2033.

11. Cash and cash equivalents

As at 31 December 2025, €8 million (2024: €12 million) of the cash and cash equivalents were held in a fixed-term deposit account with a local bank. The term deposit bears an interest rate of 1.17% and matures on 6 February 2026.

12. Share capital

Shares authorised, issued and fully paid at 31 December: 107,326 ordinary shares of €2.329373 each — €250,002 (2025 and 2024).

13. Borrowings

By virtue of a Prospectus dated 20 July 2023, ClearFlowPlus p.l.c. issued 250,000 bonds with a face value of €100 each. The bonds have a coupon interest of 4.25% which is payable annually on 25 August. The bonds are guaranteed through the joint and several guarantee of the parent company, Water Services Corporation, in terms of the guarantee dated 20 July 2023. The bonds were admitted on the Green List of the Malta Stock Exchange on 21 August 2023. The quoted market price as at year end for the bonds was €99.80.

14. Trade and other payables

15. Revenue

16. Expenses by nature

During the year under review, the Company did not employ any employees (2024: Nil).

17. Other revenues

18. Finance costs

19. Tax expense

The Company has a deferred tax asset of €34,214 (2024: €60,143) arising on provisions and other temporary differences, which has not been recognised in the financial statements.

20. Earnings per share

21. Cash generated from operations

22. Related party transactions

Water Services Corporation is the Company's immediate parent whereas its ultimate controlling party is the Government of Malta. The Company makes supplies in the ordinary course of business to its parent company, the Government of Malta, its departments and agencies, public sector corporations, local councils and other entities owned and/or controlled by Government.

Amounts owed by parent and related entities as at 31 December 2025 were €461,837 (2024: €668,885). Amounts owed to parent and related entities as at 31 December 2025 were €8,152 (2024: €13,297). These amounts are unsecured, interest free and repayable on demand.

23. Statutory information

ClearFlowPlus p.l.c. is a limited liability company and is incorporated in Malta. The immediate and ultimate parent company of ClearFlowPlus p.l.c. is Water Services Corporation, a corporation registered in Malta, with its registered address at Triq Hal Qormi, Luqa, LQA 9043, Malta.

24. Subsequent events

The directors are monitoring recent developments internationally, in particular how markets are reacting to rising geopolitical tensions and whether conflicts in the Middle East might have an impact on business in Malta. While remaining cautiously optimistic, the Company and management will continue to observe the situation abroad and the related impact it may have locally to be able to mitigate timely against such risks.

25. Comparative information

Certain comparative figures have been reclassified to conform with the current year's format. Financing services fees of €971,507 for FY 2024 were previously included in Finance income (Interest income from loans receivable from parent company) instead of as part of Revenue (Other revenues), in line with IFRS 9 and IFRS 15.

An additional reclassification was made in the statement of cash flows: loan drawdowns made by related parties of €5,789,331 and the repayment of €105,165 for the year ended 31 December 2024 were previously included in financing activities, instead of investing activities, in line with IAS 7. Interest paid is now presented within financing activities.

The correction of these reclassification misstatements relates solely to presentation and classification matters, and had no impact on the Company's statement of financial position (including equity) and total comprehensive income.

Independent auditor's report

to the Shareholders of ClearFlowPlus p.l.c.

Report on the audit of the financial statements

Opinion

We have audited the financial statements of ClearFlowPlus p.l.c. (the "Company"), which comprise the statement of financial position as at 31 December 2025, and the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements including material accounting policy information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") and the Companies Act, Cap. 386 of the Laws of Malta.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs") and the Companies Act. Our responsibilities under those standards and under the Companies Act are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the IESBA Code as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to our audit of the financial statements of public interest entities in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 of the Laws of Malta. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters — Recoverability of loan receivable from parent entity

The loan receivable from parent entity, as disclosed in Note 10 to the financial statements, amounts to EUR 14,954,653 and represents 50.3% of the Company's total assets as of 31 December 2025. The identified expected credit loss thereon is not deemed to be significant.

The loan receivable is classified as a financial asset at amortised cost measured using the effective interest method and is subject to impairment, as described in accounting policy 3.4. The recoverability assessment of the loan receivable is based on the cash flows that the Company expects to receive, considering the financial position, performance and projections of the Water Services Corporation, which is the parent entity and also the guarantor of the Company's bonds.

Our audit procedures included inspecting the loan agreement, agreeing terms and conditions with the parent entity, confirming the outstanding balance with the parent entity, and evaluating the Company's assessment of the recoverability of such loan receivable by analysing the cash flow projections of the Water Services Corporation.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon other than our reporting on other legal and regulatory requirements. We have nothing to report in this regard.

Responsibilities of the directors

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS and the requirements of the Companies Act, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Report on other legal and regulatory requirements

We were appointed as the statutory auditor by the General Meeting of Shareholders of the Company on 18 December 2025. The total uninterrupted engagement period as statutory auditor amounts to 1 year. Our audit opinion on the financial statements expressed herein is consistent with the additional report to the audit committee of the Company, which was issued on the same date as this report.

No prohibited non-audit services referred to in Article 18A(1) of the Accountancy Profession Act, Cap. 281 of the Laws of Malta were provided by us to the Company and we remain independent of the Company as described in the Basis for opinion section of our report.

In our opinion, the corporate governance statement has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the MFSA. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, the information referred to in Capital Markets Rules 5.97.4 and 5.97.5 are free from material misstatement.

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (ESEF RTS)

In our opinion, the annual financial report for the year ended 31 December 2025 has been prepared in XHTML format in all material respects.

The partner in charge of the audit resulting in this independent auditor's report is Christopher Balzan for and on behalf of

Ernst & Young Malta Limited

Certified Public Accountants

30 April 2026

Online presentation of the iXBRL inline filing CPLC_20251231_IND_AFR_9845001FE9M574159235. The official ESEF-tagged XHTML and the signed PDF are available for download.