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Applus Services S.A.

Annual / Quarterly Financial Statement Feb 27, 2023

1789_10-k-afs_2023-02-27_032b26bd-a1c3-45a9-8926-34a84dd369f5.pdf

Annual / Quarterly Financial Statement

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Applus Services, S.A.

Financial Statements for the year ended 31 December 2022 and Directors' Report, together with Independent Auditor's Report

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.

Deloitte. Deloitte,

Avda. Diagonal, 654 08034 Barcelona Espana

Tel: +34 932 80 40 40 www.deloitte.es

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

To the Shareholders of Applus Services, S.A.,

Report on the Financial Statements

Opinion

We have audited the financial statements of Applus Services, S.A. (the Company), which comprise the balance sheet as at 31 December 2022, and the statement of profit or loss, statement of changes in equity, statement of cash flows and notes to the financial statements for the year then ended.

In our opinion, the accompanying financial statements present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2022, and its results and its cash flows for the year then ended in accordance with the regulatory financial reporting framework applicable to the Company (identified in Note 2.1 to the financial statements) and, in particular, with the accounting principles and rules contained therein.

Basis for Opinion

We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Company in accordance with the ethical requirements, including those pertaining to independence, that are relevant to our audit of the financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment of ownership interests in, and loans to, Group companies and associates

Description

The Company has direct and indirect ownership interests in the share capital of Group companies and associates that are not listed on regulated markets, and has granted loans thereto (see Notes 4.1, 5.1, 5.2 and 10.2), which at 31 December 2022 amounted to EUR 1,660 million and EUR 327 million, respectively.

The assessment of the recoverable amount of the ownership interests and loans requires the use of significant judgements and estimates by management, both when choosing the valuation method and discounting future cash flows and when considering the key operating assumptions used. As a result of the foregoing, as well as the significance of the investments and loans held, this matter was determined to be a key matter in our audit.

Procedures applied in the audit

Our audit procedures consisted, among others, of the evaluation of the measurement of the recoverable amount of the aforementioned ownership interests and loans performed by Company management, verifying both the conformity with the applicable regulatory financial reporting framework of the valuation method used in relation to the investment held and the clerical accuracy of the calculations made. We evaluated the reasonableness of the cash flow projections and the discount rates applied by conducting a critical analysis of the key assumptions of the models used. In particular, we compared the revenue growth rates with the latest approved strategic plan and budgets and reviewed them for consistency with both historical information and the market situation. Also, we evaluated management's historical accuracy in the estimation process.

In addition, we evaluated the reasonableness of the discount rates applied, taking into consideration the cost of capital of comparable organisations, as well as perpetuity growth rates, among others.

Impairment of ownership interests in, and loans to, Group companies and associates

Description Procedures applied in the audit
We involved internal business valuation
experts to evaluate the reasonableness of
the models and key assumptions used by
the Company.
Lastly, we evaluated whether the disclosures
included in Notes 4.1, 5.1, 5.2 and 10.2 to
the accompanying financial statements in
connection with this matter were in
conformity with those required by the
applicable regulatory framework.

Recoverability of deferred tax assets

Description

Notes 8.1 and 8.5 to the accompanying financial statements detail the deferred tax assets amounting to EUR 16.6 million that are recognised in the balance sheet at 2022 year-end, corresponding to tax losses, tax credits and temporary differences amounting to EUR 11.7 million, EUR 4.4 million and EUR 0.5 million, respectively. The Company is the head of the Spanish tax group described in Note 4.3.

In addition, as indicated in Note 8.6, the Company has unrecognised deferred tax assets corresponding to tax losses and tax credits.

Procedures applied in the audit

Our audit procedures to address this matter included, among others, evaluating the methodology and assumptions used by the Company, as well as verifying the consistency thereof taking into account both historical information and the market situation and the applicable tax legislation, which was verified with the assistance of internal tax experts. We also reviewed the consistency of the models with the financial information used by Company management in performing the impairment test on ownership interests in, and loans to, Group companies, stressing those assumptions that have the greatest effect on determining the recoverable amount of the tax assets.

Recoverability of deferred tax assets

Descripti,--1

At the end of each reporting period, Company management assesses the recoverability of the tax assets recognised based on the earnings projections used to estimate future taxable profits in a timeframe of no more than ten years, taking into account current legislation and the most recently approved business plan. We identified this matter as key in our audit, since the assessment of the recoverability of these assets requires a significant level of judgement, largely in connection with the projections of business performance.

Procedures applied in the audit

Also, we evaluated the historical accuracy of management in the process of preparing the earnings projections used to estimate taxable profits, comparing the actual figures for the year with the projections made in the preceding year.

Lastly, we evaluated whether the disclosures required by the applicable accounting regulations in connection with this matter had been included in Notes 4.3 and 8 to the accompanying financial statements.

Other Information: Directors' Report

The other information comprises only the directors' report for 2022, the preparation of which is the responsibility of the Company's directors and which does not form part of the financial statements.

Our audit opinion on the financial statements does not cover the directors' report. Our responsibility relating to the directors' report, in accordance with the audit regulations in force, consists of:

  • a) Solely checking that certain information included in the Annual Corporate Governance Report and the Annual Directors' Remuneration Report, to which the Spanish Audit Law refers, have been furnished as provided for in the applicable legislation and, if this is not the case, reporting this fact.
  • b) Evaluating and reporting on whether the other information included in the directors' report is consistent with the financial statements, based on the knowledge of the entity obtained in the audit of those financial statements, as well as evaluating and reporting on whether the content and presentation of this section of the directors' report are in conformity with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report that fact.

Based on the work performed, as described above, we observed that the information described in section a) above had been furnished as provided for in the applicable legislation and that the other information in the directors' report was consistent with that contained in the financial statements for 2022 and its content and presentation were in conformity with the applicable regulations.

Responsibilities of the Directors and of the Audit Committee for the Financial Statements

The directors are responsible for preparing the accompanying financial statements so that they present fairly the Company's equity, financial position and results in accordance with the regulatory financial reporting framework applicable to the Company in Spain, 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.

The audit committee is responsible for overseeing the process involved in the preparation and presentation of the financial statements.

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 the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is included in Appendix Ito this auditor's report. This description, which is on pages 8 and 9 of this document, forms part of our auditor's report.

Report on Other Legal and Regulatory Requirements

European Single Electronic Forma_

We have examined the digital file in European Single Electronic Format (ESEF) of Applus Services, S.A. for 2022, which comprises an XHTML file including the financial statements for 2022, which will form part of the annual financial report.

The directors of Applus Services, S.A. are responsible for presenting the annual financial report for 2022 in accordance with the format requirements established in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation"). In this regard, the Annual Corporate Governance Report and the Annual Directors' Remuneration Report were included by reference in the directors' report.

Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with the audit regulations in force in Spain. Those regulations require that we plan and perform our audit procedures in order to ascertain whether the content of the financial statements included in the aforementioned file corresponds in full to that of the financial statements that we have audited, and whether those financial statements were formatted, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital file examined corresponds in full to the audited financial statements, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.

Additional Report to the Audit Committee

The opinion expressed in this report is consistent with the content of our additional report to the Company's audit committee dated 23 February 2023.

Engagement Period

The Annual General Meeting held on 28 June 2022 appointed us as auditors for a period of one year from the year ended 31 December 2021, i.e., for 2022.

Previously, we were designated pursuant to a resolution of the General Meeting for the period of one year and have been auditing the financial statements uninterruptedly since the year ended 31 December 2007 and, therefore, since the year ended 31 December 2014, the year in which the Company became a Public Interest Entity.

DELOITTE, S.L. Registered in ROAC under no. S0692

Ana Torrens Borras Registered in ROAC under no. 17762

23 February 2023

Appendix I to our auditor's report

Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the financial statements.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
  • Conclude on the appropriateness of the use by the directors of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the entity's audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the entity's audit committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.

From the matters communicated with the entity's audit committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Applus Services, S.A.

Financial Statements for the year ended 31 December 2022 and Directors' Report, together with Independent Auditor's Report

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.

Declaration of Responsibility of the Directors of Applus Services, S.A. for the content of the annual financial report for 2022

This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanishlanguage version prevails.

The members of the Board of Directors of Applus Services, S.A. declare that, to the best of their knowledge, the individual financial statements of Applus Services, S.A. (comprising the statement of financial position, statement of profit or loss, the statement of changes in equity, the statement of cash flows and the explanatory notes) for the year ended at 31 December 2022, prepared in accordance with the accounting policies applicable and approved by the Board of Directors at its meeting on 23 February 2023, present fairly the equity, financial position and results of Applus Services, S.A., and that the management report accompanying such financial statements includes a fair analysis of the business' evolution, results and the financial position of Applus Services, S.A, as well as a description of the principal risks and uncertainties that the company faces. All the Directors have signed to certify the above mentioned.

Barcelona, 23 February 2023

Chairman Director

Mr. Christopher Cole Mr. Ernesto Gerardo Mata López

Mr. Joan Amigó i Casas Mr. Nicolás Villén Jiménez Director Director

Ms. Maria Cristina Henríquez de Luna Basagoiti Ms. Maria José Esteruelas Aguirre Director Director

Director Director

Ms. Essimari Kairisto Ms. Marie-Françoise Madeleine Damesin

Mr. Brendan Wynne Derek Connolly Director

APPLUS SERVICES, S.A. STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

(Thousands of Euros)

AS
SET
S
Not
es
31/
12/2
022
31/
12/2
021
EQ
UIT
Y A
ND
LIA
BIL
ITIE
S
Not
es
31/
12/2
022
31/
12/2
021
NO
N-C
UR
REN
T A
SSE
TS:
1,80
6,80
5
1,82
4,8
19
EQ
UIT
Y:
1,19
3,06
0
1,25
5,48
6
Gro
Non
t in
tme
nts
in
ies
and
iate
-cu
rren
ves
up
com
pan
as
soc
s-
1,79
0,19
7
1,80
4,4
32
SHA
OL
S' E
QU
REH
DER
ITY
-
1,19
3,06
0
1,25
5,48
6
Equ
ity i
nstr
nts
ume
5.1
& 5
.2
1,66
0,14
5
1,63
0,14
5
Sha
api
tal
re c
6.1 13,5
87
14,3
02
Loa
nies
ns t
o co
mpa
5.1
& 1
0.2
130
,052
174
,287
Sha
ium
re p
rem
6.2 449
,391
449
,391
t fin
Non
ial i
stm
ent
-cu
rren
anc
nve
s
5 - Res
erv
es
6.2 721
,618
753
,955
Def
d ta
ts
erre
x a
sse
8.1 16,6
03
20,
387
Tre
har
asu
ry s
es
6.3 (14
,117
)
(3,4
27)
Pro
fit f
or t
he y
ear
22,
581
41,
265
NO
N-C
UR
REN
T L
IAB
ILIT
IES
:
628
,646
583
,344
Non
t pa
yab
les
-cu
rren
7 526
,083
459
,878
Non
t pa
yab
les
to G
ies
and
iate
-cu
rren
rou
p c
om
pan
as
soc
s
10.2 102
,563
123
,466
CU
RR
ENT
AS
SET
S:
234
,824
146
,240
CU
RR
ENT
LIA
BIL
ITIE
S:
219
,923
132
,229
Tra
de
and
oth
ivab
les-
er r
ece
11,5
10
8,6
19
Cur
t pa
yab
les-
ren
23,2
72
36,
130
Rec
eiva
ble
from
Gr
ies
and
ocia
tes
oup
com
pan
ass
5.1
& 1
0.2
2,0
77
1,62
8
Ban
k bo
ings
rrow
7 23,2
72
36,
130
Oth
ivab
les
er r
ece
166 208 Cur
to G
t pa
yab
les
ies
and
iate
ren
rou
p c
om
pan
as
soc
s
10.2 190
,270
92,
822
Cor
ate
inco
tax
ivab
les
por
me
rece
8.1 9,26
7
6,78
3
Tra
de
and
oth
ble
er p
aya
s-
6,38
1
3,2
77
Cur
t in
tme
nts
in
Gro
ies
and
iate
ren
ves
up
com
pan
as
soc
s-
5.1
& 1
0.2
223
,098
125
,585
Oth
unts
able
er a
cco
pay
825 936
Sho
rt-te
loan
s to
Gr
ies
and
ocia
tes
rm
oup
com
pan
ass
197
,098
125
,585
Rem
ratio
yab
le
une
n pa
5,12
0
1,98
3
Oth
er f
inan
cial
ets
ass
26,
000
- Tax
yab
les
pa
8.1 436 358
Sho
rt-te
ls
rm
acc
rua
171 166
Cas
h a
nd
h e
qui
val
ent
cas
s
5.3 45 11,8
70
TOT
AL
AS
SET
S
2,04
1,62
9
1,97
1,05
9
TOT
AL
EQ
UIT
Y A
ND
LIA
BIL
ITIE
S
2,04
1,62
9
1,97
1,05
9

The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of financial position as at 31 December 2022

APPLUS SERVICES, S.A.

STATEMENT OF PROFIT OR LOSS FOR 2022

(Thousands of Euros)

Notes 2022 2021
CONTINUING OPERATIONS:
Revenue- 9.1 & 10.1 36,436 53,724
Services 3,895 3,420
Dividend revenue 26,000 42,192
Finance revenue to Group companies and associates 6,541 8,112
Staff costs- 9.2 (6,467) (3,438)
Wages, salaries and similar expenses (6,195) (3,177)
Employee benefit costs (272) (261)
Other operating expenses- (3,382) (2,810)
Outside services (3,232) (2,599)
Taxes other than income tax (150) (211)
PROFIT FROM OPERATIONS 26,587 47,476
Finance income- 257 317
From marketable securities and other financial instruments of third parties 257 317
Finance costs- (17,943) (18,547)
On debts to Group companies and associates 10.1 (4,651) (7,171)
On debts to third parties 7 (13,292) (11,376)
Exchange differences 11 2,187 (937)
FINANCIAL RESULT (15,499) (19,167)
PROFIT BEFORE TAX 11,088 28,309
Corporate income tax 8 11,493 12,956
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 22,581 41,265
DISCONTINUED OPERATIONS:
Profit for the year from discontinued operations net of tax - -
PROFIT FOR THE YEAR 22,581 41,265

The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of profit or loss for 2022.

APPLUS SERVICES, S.A.

STATEMENTS OF CHANGES IN EQUITY A) STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR 2022

(Thousands of Euros)

2022 2021
PROFIT PER INCOME STATEMENT (I) 22,581 41,265
Income and expense recognised directly in equity:
Total income and expense recognised directly in equity (II) - -
Transfers to profit or loss:
Total transfers to profit or loss (III) - -
Total recognised income and expense (I+II+III) 22,581 41,265

The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of recognized income and expense for 2022

APPLUS SERVICES, S.A.

STATEMENTS OF CHANGES IN EQUITY B) STATEMENT OF CHANGES IN TOTAL EQUITY FOR 2022 (Thousands of Euros)

Sh
ital
are
ca
p
Sh
ium
are
pr
em
Re
ser
ves
Tre
har
asu
ry s
es
fit
(
s)
for
Pro
Los
th
e yea
r
To
tal
202
1 B
EG
INN
ING
BA
LA
NC
E
14,
302
449
391
,
760
683
,
(
2,
664
)
13,
956
1,
235
668
,
Tot
al r
ise
d in
nd
eco
gn
com
e a
exp
ens
e
- - - - 41,
265
41,
265
Allo
ion
of
202
0 p
rofi
cat
t
- - (
7,
497
)
- (
13,
956
)
(
21,
453
)
- T
tion
ith
har
trea
ran
sac
s w
sur
y s
es
- - 842 (
763
)
- 79
- O
the
tion
r op
era
s
- - (
73)
- - (
73)
ING
NC
202
1 E
ND
BA
LA
E
14,
302
449
391
,
753
955
,
(
)
3,
427
41,
265
1,
255
486
,
Tot
al r
ise
d in
nd
eco
gn
com
e a
exp
ens
e
- - - - 22,
581
22,
581
Sh
ital
red
uct
ion
are
ca
p
(
715
)
- (
52,
988
)
- - (
53,
703
)
Allo
cat
ion
of
202
1 p
rofi
t (
*)
- - 20,
944
- (
41,
265
)
(
20,
321
)
- T
tion
ith
trea
har
ran
sac
s w
sur
y s
es
- - (
293
)
(
10,
690
)
- (
10,
983
)
202
2 E
ND
ING
BA
LA
NC
E
13,
587
449
391
,
721
618
,
(
14,
117
)
22,
581
1,
193
060
,

(*) The amount finally paid was EUR 20,321 thousand, corresponding to the number of outstanding shares entitled to receive a dividend on the date on which the payment occurs (excluding treasury stock)

The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of changes in total equity as at 31 December 2022.

APPLUS SERVICES, S.A.

STATEMENT OF CASH FLOWS FOR 2022

(Thousands of Euros)

Notes 2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES (I): (19,525) 35,065
Profit for the year before tax 11,088 28,309
Adjustments for
Dividend revenue 10.1 (26,000) (42,192)
Finance income (6,798) (8,429)
Finance costs 17,943 18,547
Exchange differences (2,187) 937
Changes in working capital
Trade and other receivables 1,126 854
Trade and other payables 3,100 1,612
Other current assets 5 1
Other cash flows from operating activities
Dividends received - 43,525
Interest paid (18,376) (16,429)
Interest received 6,406 9,719
Corporate Income tax paid (5,832) (1,389)
CASH FLOWS FROM INVESTING ACTIVITIES (II): (9,979) 35,829
Proceeds from disposal
Group companies and associates 20,021 106,753
Payments due to investment
Group companies and associates 5.2 (30,000) (70,924)
CASH FLOWS FROM FINANCING ACTIVITIES (III): 16,854 (85,079)
Proceeds and payments relating to financial liability instruments
Proceeds from issue of bank borrowings 142,762 157,251
Proceeds from issue of borrowings from Group companies and associates 52,054 49,986
Repayment of bank borrowings (92,855) (189,564)
Repayment and amortisation of borrowings with Group companies and associates - (79,198)
Other payments (64,786) (2,101)
Dividend payments and renumeration of other equity instruments-
- Dividends 6.2 (20,321) (21,453)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES (IV): 825 (1,442)
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III+IV) (11,825) (15,627)
Cash and cash equivalents at beginning of year 11,870 27,497
Cash and cash equivalents at end of year 45 11,870

The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of cash flows for 2022.

Applus Services, S.A.

Financial Statements for the year ended 31 December 2022 and Directors' Report

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.

Applus Services, S.A.

Notes to the financial statements for the year ended 31 December 2022

1. Company activities

Applus Services, S.A. (formerly Applus Technologies Holding, S.L., hereinafter "the Parent" or "the Company") has been since 29 November 2007 the Parent of the Applus Group ("the Applus Group" or "the Group"). The Company has its registered office in calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, in Madrid (Spain).

The Company purpose is as follows:

  • To provide services in relation to the transport sector and vehicle and highway safety (engineering processes, design, testing, approval and certification of used cars), as well as technical inspections in sectors other than the automotive sector, with a blanket exclusion of activities that are covered by special legislation.
  • The technical audits of all types of installations for technical inspection or control of vehicles located anywhere in Spain or abroad, as well as any other type of technical inspection other than vehicles.
  • The production and execution of studies and projects in relation to the previously mentioned activities: economic, industrial, property, information technology, market surveys and research, as well as the supervision, direction and provision of services and advice in the execution thereof. Provision of services, advice, administration, operation and management, whether technical, fiscal, legal or commercial.
  • Business intermediation services, both locally and abroad.
  • To provide all types of inspection services and quality and quantity control, regulatory inspection, collaboration with administration, consultancy, audit, certification, approval, personnel training and qualification, and technical assistance in general in order to improve the organization and management of quality, safety and environmental aspects.
  • To carry out studies, works, measurements, tests, analyses and controls, in laboratories or in situ, and such other professional methods and actions considered necessary or advisable, in particular those related to manufacturing materials, equipment, products and installations, in the fields of mechanics, electricity, electronics and information technology, transport and communications, administrative organization and office automation, mining, food, environment, construction and civil works, performed during the stages of design, planning, manufacturing, construction and assembly and commissioning, maintenance and production for all types of companies and entities, both public and private, as well as before the Central State Administration, the Administrations of Autonomous Communities, Provinces and Municipalities, and all types of agencies, institutions and users, whether within the country or abroad.

  • The purchase, holding and administration, whether direct or indirect, of shares, corporate interests, quota shares and any other form of holding or interest in the capital and/or securities granting right to the obtaining of shares, corporate interests, quota shares or other holdings or interests in companies of any type, with or without legal personality, established in accordance with Spanish law or any other applicable legislation, in accordance with Article 108 of the Law 27/2014, of 27 November 2014, of the Corporate Income Tax Law, or by such legislation as may replace it, as well as the administration, management and guidance of such companies and entities, whether directly or indirectly, by means of the membership, attendance and holding of positions on any governing and management bodies of such companies or entities, carrying out the described advisory, management and guidance services making use of the corresponding organization of material and personnel means. An exception is made for those activities expressly reserved by law for Collective Investment Institutions, as well as for that expressly reserved by the Securities Market Act for investment service companies.

The activities may be carried out either directly by the Company or through the ownership of shares or equity interest in other companies with an identical or related purpose, including the carrying out of all its activities in an indirect manner, therefore acting solely as a holding company.

All activities for which the law establishes special requirements that cannot be carried out by the Company are excluded from the corporate purpose. Should legal provisions require a professional qualification, administrative authorization or registration with a public registry to be able to perform any of the activities included in the corporate purpose, such activities must be performed by persons who hold such professional qualifications, and such tasks shall not be able to commence until the administrative requirements have been met.

Since 9 May 2014 the shares of the Company have been listed on the stock exchange.

The subsidiaries and associates directly and indirectly owned by the Company included in the scope of consolidation are shown in Appendix I. The subsidiaries and associates directly or indirectly owned by the Company excluded from scope of consolidation either because they are dormant companies or because effective control over them is not exercised by the shareholders of the Applus Group are shown in Appendix II.

The Company is the head of a group of subsidiaries, the Applus Group, and is obliged under current legislation to prepare consolidated financial statements separately. The consolidated financial statements for 2021, which were prepared in accordance with International Financial Reporting Standards (IFRSs), were approved by the shareholders at the Annual General Meeting of Applus Services, S.A. on 28 June 2022, and were filed at the Madrid Mercantile Register.

These financial statements relate to the Company individually. The Company prepares consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) (see Note 4).

Information on the environment

Applus looks after the sustainability of its business and feels accountable for acting against climate change and supporting the transition to a low-carbon emissions economy through the services it provides and the management of its processes. Thus, the continuous improvement of a safety, healthy and sustainable environment constitutes the centre of the Company's and its subsidiaries environmental policy, reinforcing its commitment. Although the activities of the Parent's Company and its subsidiaries do not have a significant environmental impact, the consumption of energy in its facilities and the consumption of fuel to provide the services on clients' site generate the main impact of its operations. The Parent's Company and its subsidiaries work to reduce the carbon footprint by means of specific programs related to energy efficiency and the use of renewables.

Climate change offers us opportunities which can result in different types of risk in our business. The Parent's Company and subsidiaries main objective is to mitigate such risks and identify any potential opportunities to maximise our value to society, through a responsible management of the business, incorporating the interests and expectations of the Parent's stakeholders.

The Parent's Company and subsidiaries worked in 2022, as in prior years, to assess qualitatively the risks and opportunities arising from climate change and is working to introduce the analysis of scenarios, following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). According to that, the Parent's Company and subsidiaries identified the potential impact of the risks and the probability of their occurrence, considering the substantial impacts, based on the following key elements: Governance, Strategy, Risk management, Metrics and objectives, classifying the impact as low, medium and high and defined in three time horizons, short, medium and long term. Following the impact assessment, the probability of the risk occurring should be evaluated. Likewise, the Parent's Company and subsidiaries rolled out plans to make the best possible use of the opportunities that climate change may offer, which will more than compensate for any potential impacts, albeit limited, that may arise.

In 2022, the Parent's Company and subsidiaries have defined short-term environmental objectives aligned with the 1.5º scenario and validated by the Science Based Targets Initiative (SBTI), included in the variable remuneration scheme, and published a new Good Environmental Practices Guideline to minimize the environmental impact of its activities.

In view of the business activities carried on by the Parent's Company and subsidiaries, they do not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the accompanying financial statements.

The Company considers that it complies with applicable environmental protection legislation and has procedures designed to ensure such compliance. In 2022 and 2021, the Company did not recognise any provisions to address potential environmental risks as it considered that there were no significant contingencies associated with potential lawsuits, compensation or other items. Lastly, the potential contingencies, compensation and other environmental risks that could be incurred by the Company are sufficiently covered by its third-party liability insurance policies.

2. Basis of presentation of the financial statements

2.1. Regulatory financial reporting framework applicable to the Company

The present financial statements for 2022 were authorised for issue by the Company's Directors at the Board of Directors Meeting held on 23 February 2023. The present financial statements were formally prepared in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

  • a) The Spanish Commercial Code and all other Spanish corporate law.
  • b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007, as amended by Royal Decree 602/2016 and Royal Decree 1/2021, and its industry adaptations.
  • c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and the relevant secondary legislation.
  • d) All other applicable Spanish accounting legislation.

2.2. Fair presentation

The accompanying financial statements, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company's equity, financial position, results of operations and cash flows for 2022. These financial statements, which were authorised for issue by the Company's Directors on 23 February 2023, will be submitted for approval by the shareholders at the Annual General Meeting. The Company's Directors consider that these financial statements will be approved without any changes.

The financial statements for 2021 were approved at the Annual General Meeting held on 28 June 2022.

In preparing these financial statements, the Company omitted any information or disclosures which, not requiring disclosure due to their qualitative importance, were considered not to be material in accordance with the concept of materiality defined in the conceptual framework of the 2007 Spanish National Chart of Accounts.

2.3. Non-obligatory accounting principles applied

No non-obligatory accounting principles were applied. Also, the Directors formally prepared these financial statements taking into account all the obligatory accounting principles and standards with a significant effect hereon.

All obligatory accounting principles were applied.

2.4. Key issues in relation to the measurement and estimation of uncertainty

The Company's Directors are responsible for the information included in these financial statements in accordance with the applicable regulatory financial reporting framework (see Note 2.1) and for the internal control measures that they consider necessary to ensure the financial statements do not have any material misstatement.

In preparing the accompanying financial statements, estimates were made based on historical experience and on other factors considered to be reasonable in view of the current circumstances; these estimates formed the basis for establishing the carrying amounts of certain assets, liabilities, income, expenses and obligations whose value is not readily determinable using other sources. The Company reviews its estimates on an ongoing basis.

The main assumptions regarding the future and other significant sources of uncertainty in the estimates at yearend that could have a significant effect on the financial statements in the coming year were as follows:

  • The assessment of possible impairment losses on certain assets (see Note 4.1).
  • The assumptions used in measuring the recoverable amount of financial instruments (see Note 4.1).
  • The fair value of certain financial instruments (see Note 4.1).
  • The calculation of certain provisions and contingent liabilities (see Note 4.5).
  • The recovery of deferred tax assets (see Note 8.5).
  • Corporate income tax and deferred tax assets and liabilities (see Note 8).

Although these estimates were made on the basis of the best information available as of 31 December 2022 on the events analysed, events that may take place in the future might make it necessary to change these estimates (upwards or downwards) in the coming years. Changes in accounting estimates would be applied prospectively.

2.5. Financial situation and going concern assumption

The Directors and Management of the Company and the subsidiaries continue to constantly monitor the of the geopolitical and macroeconomic situation in the markets in which the Group operates and follows-up on the accomplishment of the three-year Strategic Plan announced in November 2021. In 2022, special attention has been paid to the possible effects derived from the COVID-19 or the war between Russia and Ukraine, and the geopolitical and financial risks in the markets in which the Group operates. Additionally, the Directors and Management of the Group have paid special attention to the technological risks, cyberattacks and also to the environmental and regulatory risks. No significant impact for the Group has been detected. The liquidity of the Group at 31 December 2022 amounts EUR 493 million. For all these reasons, the Company's Directors consider that the conclusion on the application of the going concern basis of accounting remains valid.

2.6. Comparative information

The accounting policies were applied on a consistent basis in 2022 and 2021 and, accordingly, no operations or transactions were accounted for following different accounting policies that might have given rise to discrepancies in the interpretation of the comparative figures in both years.

2.7. Grouping of items

Certain items in the statement of financial position, statement of profit or loss, statement of changes in equity and statement of cash flows are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.

2.8. Correction of errors

In preparing the accompanying financial statements no errors were detected that would have made it necessary to restate the amounts included in the financial statements for 2021.

3. Proposal of allocation of profit

The proposed allocation of the Company's net profit, formulated by the Board of Directors that will be presented at the next Company's Annual General Meeting of the Shareholders, for 2022 is as follows:

Thousands of Euros
Basis of allocation:
Profit of the year 22,581
22,581
Allocation:
To dividends 21,739
To unrestricted reserves 842
Total 22,581

The dividend of 21,739 thousand euros corresponds to the maximum amount to be paid, resulting from multiplying the amount per share proposed (0.16 euros) by the number of shares into which the Company's share capital is represented at closing date. The amount finally paid will depend on the number of shares outstanding (excluding treasury stock) that are entitled to receive it on the date on which the corresponding payment occurs.

4. Accounting policies

As indicated in Note 2, the Company applied accounting policies in accordance with the accounting principles and rules included in the Spanish Commercial Code, implemented in the current Spanish National Chart of Accounts (2007 and Royal Decree 1/2021), and all other Spanish corporate law in force at the reporting date of these financial statements. In this connection, only those accounting policies that are specific to the Company's business activities and those considered significant on the basis of the nature of its activities are detailed below.

4.1. Financial instruments

Financial assets

The financial assets held by the Company are classified in the following categories:

a) Financial assets at amortised cost: these include financial assets, including those admitted to trading on an organised market, for which the Company holds the investment in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

In general, this category includes:

  • i) Trade receivables: arising from the sale of goods or the rendering of services with deferred payment in the ordinary course business; and
  • ii) Non-trade receivables: arising from loans granted by the Company and other receivables with fixed or determinable payments.
  • b) Financial assets at cost: this category includes investments in equity instruments of Group companies, jointly controlled entities and associates.

Group companies are deemed to be those related to the Company as a result of a relationship of control and associates are companies over which the Company exercises significant influence. Jointly controlled entities include companies over which, by virtue of an agreement, the Company exercises joint control with one or more other ventures.

Initial recognition

In general terms, financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs. However, transaction costs directly attributable to financial assets classified as at fair value through profit or loss are recognised in profit or loss.

Also, in the case of equity investments in Group companies affording control over the subsidiary, the fees paid to legal advisers and other professionals relating to the acquisition of the investment are recognised directly in profit or loss.

Subsequent measurement

Financial assets at amortised cost are accounted for using this measurement rule, and the related accrued interest is recognised in profit or loss using the effective interest method.

Investments classified in category b) above are measured at cost net, where appropriate, of any accumulated impairment losses. These losses are calculated as the difference between the carrying amount of the investments and their recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and the present value of the future cash flows from the investment. Unless there is better evidence of the recoverable amount of investments in equity instruments, it is based on the value of the equity of the investee, adjusted by the amount of the unrealised gains existing at the date of measurement, net of the related tax effect.

The Company has majority ownership interests in the share capital of certain companies. The financial statements do not reflect the increases or decreases in the value of the Company's ownership interests which would arise from the application of consolidation methods. It should also be noted that, in accordance with current legislation, the Company prepares consolidated financial statements separately under International Financial Reporting Standards ("EU-IFRS"). These consolidated financial statements have been authorised for issue by the Board of Directors on the meeting held on 23 February 2023.

The main aggregates in the consolidated financial statements for 2022 prepared, as stipulated in Final Rule 11 of Law 62/2003, of 30 December, in accordance with International Financial Reporting Standards approved by European Commission Regulations, are as follows:

Thousands of Euros
2022
2021
Total Assets 2,432,604 2,306,485
Equity attributable to the shareholders of the parent 606,747 617,631
Revenue of the consolidated operations 2,049,943 1,776,746
Net profit (loss) attributable to the parent 48,600 32,242

The Company derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred.

However, the Company does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained.

Financial liabilities

Financial liabilities assumed or incurred by the Company are classified as financial liabilities at amortised cost, which are the Company's loans and payables that have arisen from the purchase of goods or services in the normal course of the Company's business and also those which, not having commercial substance or being derivative financial instruments, arise from loans and credits received by the Company.

These liabilities are initially recognised at the fair value of the items received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.

The Company derecognises financial liabilities when the obligations given cease to exist.

At 31 December 2022 the Company does not hold any financial derivative products.

Impairment of financial assets

At least once a year, the Company tests financial assets not measured at fair value through profit or loss for impairment. Objective evidence of impairment is considered to exist when the recoverable amount of the financial asset is lower than its carrying amount. When this occurs, the impairment loss is recognised in the statement of profit or loss.

Recoverable amount is the higher of fair value less costs to sell and value in use.

The Management updates annually its subsidiaries business plan which is prepared according to the Group estimates by sector and geography, considering the specific characteristics of each company regarding to its customers, projects and services. The main components of this plan are: projections on operating income and expense, investment and working capital. The Business Plan includes the 2023 budget approved by the Board of Directors of the Company together with the expectations integrated in Strategic Plan for 2022-2024 and for the following years.

The projections were prepared on the basis of past experience and of the best estimates available at the date on which the impairment tests were carried out.

In order to calculate the recoverable amount of each asset, the present value of its cash flows was determined using as a basis the business plan prepared by the Company Management. As a general rule, projections based on indefinite useful lives were used, applying a projected period of five years and a perpetual return from the sixth year onwards, except for the businesses with a finite useful life for which projections adjusted to the actual duration of the contract are used, considering in such cases the probability of renewal thereof. The cash flows generated by each asset were considered to grow to perpetuity at a rate equivalent to that of the growth of each industry in the territory in which it operates.

The main average discount rates after tax used in each of the Company's geographical areas were as follows:

Country/Geographical Area 2022 2021
Spain 8.7%-9.9% 7.7%-9.3%
Rest of Europe 7.7%-8.4% 6.5%-7.6%
US and Canada 8.3% 6.6%-7.4%
Latin America 11.7% 11.3%-14.1%

4.2. Foreign currency transactions

The Company's functional currency is the Euro. Therefore, transactions in currencies other than the Euro are deemed to be "foreign currency transactions" and are recognised by applying the exchange rates prevailing at the date of the transaction.

At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated by applying the exchanges rates prevailing at the closing date. Any resulting gains or losses are recognised directly in the statement of profit or loss in the year in which they arise.

Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the exchange rates prevailing at the date when the fair value was determined. The resulting gains or losses are recognised in equity or in profit or loss by applying the same methods as those used to recognise changes in fair value, as indicated in Note 4.1 on Financial instruments.

4.3. Corporate income tax

Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).

The current corporate income tax expense is the amount payable by the Company as a result of corporate income tax settlements for a given year. Tax credits and other tax payment benefits on the tax payable, excluding tax withholdings and pre-payments, and tax loss carry forwards from prior years effectively offset in the current year reduce the current corporate income tax expense.

The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carry forwards. These amounts are recognised by applying to the temporary difference or tax asset that are expected to apply at the corporate tax rates in the period when the asset is realised or the liability is settled.

Deferred tax liabilities are recognised for all temporary differences except for:

a) Those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that does not affect neither the tax profit nor the accounting profit and is not a business combination.

b) Those associated with investments in subsidiaries, branches and associates or interests in joint ventures, when the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are only recognised in the statement of financial position if it is considered probable that the Company will have sufficient future taxable profits against which they can be utilised.

The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.

The Company is the head of the Applus Group, which files consolidated tax returns as being the tax group number 238/08, and the tax base for the year is determined as if individual returns were being filed, net of such tax credits and tax relief as might be deductible under the consolidated tax regime. The Company manages the accounts receivable or payable that arise related to the group corporate income tax.

Companies
Applus Services, S.A. Ringal Invest, S.L.
Applus Servicios Tecnológicos, S.L.U. Applus Iteuve Technology, S.L.U.
IDIADA Automotive Technology, S.A. Tunnel Safety Testing, S.A.
IDIADA Homologation Technical Service, S.L.U. Inversiones Finisterre, S.L.
Applus Norcontrol, S.L.U. Supervisión y Control, S.A.U.
Novotec Consultores, S.A.U. Laboratorio de Ensayos Metrológicos, S.L.
Applus Iteuve Galicia, S.L.U. ZYX Metrology, S.L.
LGAI Technological Center, S.A. Applus Organismo de Control, S.L.U.
Iteuve Canarias, S.L. Applus Energy, S.L.
Enertis Solar, S.L.U. Applus Certificación IDI, S.L.U.

The Spanish consolidated tax group is comprised by the following companies:

The Company is head of the tax group and files consolidated VAT returns as part of VAT group number 0036/11. The Company manages the accounts receivable and payable generated in this connection.

The Spanish VAT group is comprised by the following companies:

Companies
Applus Services, S.A. Applus Energy, S.L.U.
Applus Servicios Tecnológicos, S.L.U. Ringal Invest, S.L.U.
LGAI Technological Center, S.A. Applus Iteuve Technology, S.L.U.

4.4. Revenue and expense recognition

According to BOICAC's 79, question 2, due to the Company's holding activity, both the dividend revenue and the finance revenue of the loans from its subsidiaries are recorded under the heading "Revenue".

Revenue and expenses are recognised when the actual flow of the related goods or services occurs, regardless of when the resulting monetary or financial flow arises.

Revenue from the sale of goods and the rendering of services is measured at the monetary amount received or, where appropriate, at the fair value of the consideration received or receivable, which, in the absence of evidence to the contrary, will be the price agreed on, net of any discounts, taxes and interest included in the nominal amount of the receivables. The estimated amount of variable consideration will be included in the measurement of revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

Revenue is recognised when (or as) control of a promised good or service is transferred to a customer.

For the recognition of the Company's revenue, be it in the form of dividends, interest or revenue from services rendered to Group companies, there is a single performance that is satisfied at a point in time the price of which is determined in contracts with customers and, accordingly, revenue recognition is not complex and the revenue is recognised when the performance obligation is satisfied.

Interest revenue from financial assets is recognised using the effective interest method and dividend revenue is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as revenue in the profit or loss statement.

With respect to the dividends received, any distribution of unrestricted reserves shall be classified as a "distribution of profit" and, accordingly, shall give rise to the recognition of revenue in the shareholder's financial statements, provided that the investee or any Group company in which the latter holds an ownership interest has earned a profit exceeding the equity distributed from the acquisition date. The judgement as to whether a profit has been earned by the investee shall be based exclusively on the profits recognised in the separate statement of profit or loss from the acquisition date, unless there is no doubt that the distribution of the dividend out of the aforementioned profit for the year should be classified as a recovery of the investment from the perspective of the entity receiving the dividend.

Fees for attending general meetings and expenses incurred in holding such meetings are recognised when they are incurred under "Other Operating Expenses" in the accompanying statement of profit or loss since the amounts thereof are merely compensatory in nature.

4.5. Provisions and contingencies

When preparing the financial statements, the Company's Directors make a distinction between:

    1. Provisions: credit balances covering present obligations arising from past events with respect to which it is probable that an outflow of resources of economic benefits whose amount and/or timing are not known with certainty but can be reasonably reliably estimated.
    1. Contingent liabilities: possible obligations that arise from past events and whose existence and associated loss will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Company's control.

The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the financial statements, but rather are disclosed, unless the possibility of an outflow in settlement is considered to be remote.

Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences. Where discounting is used, adjustments made to provisions are recognised as financial cost on an accrual basis.

The compensation to be received from a third party on settlement of the obligation is recognised as an asset when there are no doubts that the reimbursement will take place.

4.6. Termination benefits

Under current legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. Therefore, termination benefits that can be reasonably quantified are recognised as an expense in the year in which the decision to terminate the employment relationship is taken and a valid expectation regarding termination is created on the part of third parties.

4.7. Environmental assets and liabilities

Environmental assets are deemed to be assets used on a lasting basis in the Company's operations whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.

Because of their nature, the Company's business activities do not have an environmental impact.

4.8. Transactions with Group companies, associates and related companies

For the purposes of the presentation of the financial statements, group companies are considered to be those entities over which the Company directly and indirectly controls the financial and operating policies, exercises power over the relevant activities, maintains exposure, or rights, to variable returns from involvement with the investee; and the ability to use power over the investee to affect the amount of the investor's returns. This is generally because it holds more than 50% of the voting power.

Associates are companies over which the Company is in a position to exercise significant influence, but not control or joint control. Normally this capacity exists because the Company holds (directly or indirectly) between 20% and 50% of the voting power of the subsidiary.

For the purposes of the information in this section, related parties are considered to be:

  • The significant shareholders of Applus Services, S.A., understood to be shareholders holding directly or indirectly 3% or more of the shares, and shareholders which, without being significant, have exercised the power to propose the appointment of a member of the Board of Directors.
  • The Directors and Senior Executives of any Applus Group company, as well as the relatives or related persons. "Director" means a member of the Board of Directors and "Senior Executives" means persons reporting directly to the Board or to the CEO of the Group.

The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company's Directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.

4.9. Leases

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

Finance leases

At 31 December 2022 and 2021, the Company did not have any finance leases.

Operating leases

Expenses resulting from operating leases are recognised in the statement of profit or loss in the year in which they are incurred.

The Company only holds certain vehicles under operating leases which do not have a significant impact.

4.10. Current/Non-current classification

Current assets are assets associated with the normal operating cycle, which in general is considered to be one year; other assets which are expected to mature, be disposed of or be realised within twelve months from the end of the reporting period; financial assets held for trading, except for financial derivatives that will be settled in a period exceeding one year; and cash and cash equivalents. Assets that do not meet these requirements are classified as non-current assets.

Similarly, current liabilities are liabilities associated with the normal operating cycle, financial liabilities held for trading, except for financial derivatives that will be settled in a period exceeding one year; and, in general, all obligations that will mature or be extinguished at short term. All other liabilities are classified as non-current liabilities.

4.11. Employee benefit obligations

The Company has established specific remuneration plans with its key employees:

  • a) Annual variable remuneration based on the achievement of certain financial targets in 2022.
  • b) Variable remuneration plan entailing the annual delivery of a given number of Restricted Stock Units (RSUs) (convertible into Company shares) to the Executive Directors and certain members of the Executive Team and employees. This plan is approved annually and is convertible into shares three years from the grant date at a rate of 30% in each of the first two years and 40% in the third year. At 31 December 2022, three plans had been approved and ratified (see Note 10.3).
  • c) The "long-term incentive" plan granted to the the Executive General Director and certain Senior Executives consists of the delivery of Restricted Stock Units (RSU's) convertible into Company's shares in three years from the grant date based on the achievement of certain targets (see Note 10.3).
  • d) "Long-term Incentive" plan granted to the Executive General Director and certain Senior Executives of the Company, that consists of the delivery of Performance Stock Units (PSU's) convertibles into shares with the schedule of 17%, 17% and 66% and subjected to the accomplishment of certain objectives (Earning per share, Return on capital employed and Environmental, Social and Governance (see Note 29).

4.12. Treasury shares

Treasury shares acquired by the Company during the year are recognised at acquisition cost, reducing equity until they are sold. Gains and losses on the acquisition, sale, issue or retirement of treasury shares are recognised directly in equity and in no case are they recognised in profit or loss.

5. Financial assets (non-current and current)

5.1. Breakdown of financial assets by measurement category

The carrying amount of "Non-Current Investments in Group Companies and Associates", "Current Investments in Group Companies and Associates" and "Receivable from Group companies and associates" was classified for measurement purposes in the following categories at the end of 2022 and 2021 (in thousands of euros):

31/12/2022 31/12/2021
Categories Long Short Long Short
Financial assets at cost:
Equity investments in Group companies, jointly controlled
entities and associates
1,660,145 - 1,630,145 -
Financial assets at amortised cost: (Note 10.2)
Credits (loans) to Group companies 130,052 194,759 174,287 122,964
Credits and receivables from Group companies - 2,077 - 1,628
Short-term interest receivable from Group companies - 2,339 - 2,621
Account receivable relating to dividends - 26,000 - -
Total financial assets 1,790,197 225,175 1,804,432 127,213

5.2. Group companies and associates

Equity investments in Group companies and associates

The changes in 2022 and 2021 in "Non-current equity investments in Group companies and associates" were as follows (in thousands of euros):

2022

Categories 01/01/2022 Additions Impairment
loss
31/12/2022
Equity investments in Group companies and
associates
1,630,145 30,000 - 1,660,145
Total 1,630,145 30,000 - 1,660,145

2021

Categories 01/01/2021 Additions Impairment
loss
31/12/2021
Equity investments in Group companies and
associates
1,590,145 40,000 - 1,630,145
Total 1,590,145 40,000 - 1,630,145

In 2022, the Company increased its ownership in the subsidiary Applus Servicios Tecnológicos, S.L.U. by EUR 30,000 thousand through a sole shareholder contribution recognised in the investee's equity for that amount. This increase in the ownership interest in Applus Servicios Tecnológicos, S.L.U. was mainly performed to enable this Company to acquire K2 Ingeniería, S.A.S. group.

Additionally, in 2022, a merger by absorption between the companies Azul Holding 2, S.à.r.l. and Velosi S.a.r.l has been carried out. As a result of this operation, the Company is the shareholder company of Velosi S.a.r.l at the end of the financial year 2022. This merger has applied a local tax neutrality regime, similar to that provided by the Spanish Law 27 /2014, of November 27, on Corporate Income Tax ("LIS"), in the country of residence (Luxembourg) of the aforementioned non-resident companies. Likewise, the Company, as a partner of the non-resident entities participating in the merger, proceeded to notify to the Tax Administration the acceptance of this operation in Spain under the tax neutrality regime provided for in Chapter VII of Title VII of the LIS.

In 2021 the Company increased its ownership interest in the subsidiary Applus Servicios Tecnológicos, S.L.U. by EUR 40,000 thousand through a sole shareholder contribution recognised in the investee's equity for that amount. This increase in the ownership interest in Applus Servicios Tecnológicos, S.L.U. was mainly performed to enable the Group companies Applus Servicios Tecnológicos, S.L.U. and Applus Arabia L.L.C. to acquire Enertis Solar S.L.U. (Group) and SAFCO (Group).

The value of direct shareholdings at 31 December 2022 and 2021 are as follows (in thousands of euros):

Subsidiary 31/12/2022 31/12/2021
Applus Servicios Tecnológicos, S.L.U. 1,557,933 1,527,933
Azul Holding 2 S.à.r.l. - 102,212
Velosi S.a.r.l. 102,212 -
Total equity investments in group companies and associates 1,660,145 1,630,145

The most significant information in relation to subsidiaries in which the Company had a direct ownership interest at 2022 and 2021 is as follows:

Thousands of euros
Name /
Registered office
% of
ownership
Share
capital
Profit (Loss) Other equity Carrying
From
operations
Net items Total equity amount
Applus Servicios Tecnológicos, S.L.U. 100% 134,487 (32,798) (30,972) 720,370 823,885 1,557,933
Velosi S.a.r.l. 100% 26 1,268 (498) 52,519 52,048 102,212
Total 134,513 (31,530) (31,470) 772,889 875,933 1,660,145
Total 134,500 25,830 39,739 779,645 953,884 1,630,145
Azul Holding 2, S.à.r.l. 100% 13 (65) 14,167 89,092 103,272 102,212
Applus Servicios Tecnológicos, S.L.U. 100% 134,487 25,895 25,572 690,553 850,612 1,527,933
From
operations
Net items amount
Name / Registered office % of
ownership
Share capital Profit (Loss) Other equity Total equity Carrying
2021 - Thousands of euros

The Company's Directors have reviewed the cash flows of the companies included in both subgroups, and determined that, based on the business plans of the Group in which the Company is the Parent, the value of the investment at 31 December 2022 will be recovered.

As indicated in Note 4.1, at year-end the Company tests the investments recognised to ascertain whether there are any indications of impairment and, as the case may be, the recoverable amount of the assets.

To this end, firstly, the recoverable amount of the investments was estimated on the basis of the equity of the related investees.

Where this method was used and it was disclosed that the carrying amount was higher, the recoverable amount of the investment was determined on the basis of the present value of the future cash flows generated by the investment, calculated using an estimate of the investor's share of the cash flows expected to be generated by the investee, or market value (price of recent similar transactions in the market) less the costs associated with the sale.

Where the investee engages mainly in the ownership of equity investments, its recoverable amount was calculated by aggregating the present value of the future cash flows from the investments in its subsidiaries.

The main steps carried out in order to determine the present value of the future cash flows arising from the investment were as follows:

    1. The revenue and expense projections used in the impairment tests of the previous year were reviewed to evaluate possible variances. In this regard, in the review of the 2021 impairment tests using the actual results for 2022 no significant variances were detected.
    1. Revenue and expense projections were prepared using the following general criteria:
  • To estimate business activity, the Company used as the reference the growth in the consumer price index (CPI) in each country in which the Company operates, as projected by the corresponding official bodies in each country (adjusted by the correctors applicable in each case).
  • In the case of expenses, the Company considered the CPI trends in each country and the projected business performance.
  • Taxes were also taken into account in the projections.
    1. The cash flow projections obtained from the revenue and expense projection described above were discounted at the rate resulting from adding to the long-term time value of money the risk premium assigned by the market to each country where the activity takes place and the risk premium assigned by the market to each business (at long-term in both cases).
    1. In general, the projections for the first few years are based on the 2022 year-end figures, on the 2023 budget and on the latest medium-term projection, and, from approximately the fifth year onwards, the projections are based on the growth rate of the activity. Certain projections cover cash flows for a period exceeding five years from the end of the reporting period because of the duration of the existing service contracts, be they concessions or administrative authorisations.

As a result of the foregoing, in 2022 and 2021 it was not considered necessary to recognise impairment losses on any of the investments recognised under this heading.

The most significant assumptions used in determining the fair value of the investments in Group companies are detailed in Note 4.1.

Sensitivity to changes in key assumptions

In connection with the impairment tests on the investments in Group companies, the recoverable amount (determined on the basis of the fair value as stated above) obtained therefrom exceeds the carrying amount of the investments recognised and, therefore, if the assumptions used in the calculations changed significantly, there would be no indication of the existence of a significant impairment risk.

According to the sensitivity analysis performed, changes of +50 basis points in the discount rates, -50 basis points in the growth rates of the "g" terminal value and -500 basis points in the business growth rates would not lead to a significant impairment loss.

Thus, the recoverable amount obtained exceeds the carrying amount of the investments in Group companies, and the sensitivity analysis conducted on the projections shows clearly a high tolerance (above 20%) to changes in the key assumptions used.

The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I. None of the subsidiaries are listed on the stock market.

5.3. Cash and cash equivalents

The detail of the balances of "Cash and cash equivalents" at 31 December 2022 and 2021 is as follows (in thousands of euros):

Categories 31/12/2022 31/12/2021
Cash recognised in current accounts 45 11,870
Total cash and cash equivalents 45 11,870

At 31 December 2022 and 2021, no amount recognised under "Cash and cash equivalents" had been pledged.

At the end of 2022, the Company has short-term credit facilities which are partially drawn down. The amount drawn down amounts to EUR 4,067 thousand (2021: EUR 732 thousand) which are classified under "Current bank borrowings" in the accompanying statement of financial position (see Note 7).

5.4. Information on the nature and level of risk of financial instruments

The Company's financial risk management is centralised in the Corporate Financial Department of the Applus Group, which has established required mechanisms to control exposure to interest rate and exchange rate fluctuations as well as credit and liquidity risk. The main financial risks affecting the Company are as follows:

a) Credit risk:

In general, the Company holds its cash and cash equivalents at banks with high credit ratings.

The accounts receivable at 31 December 2022 and 2021 relate mainly to balances with Group companies for services provided by the Company.

The Company's Directors consider that there was no significant credit risk at 31 December 2022 and 2021.

Past-due or credit-impaired assets

The carrying amount less any accumulated impairment losses represents the maximum exposure to credit risk and also coincides with the carrying amount at which all the Company's financial assets are recognised.

Also, there are no significant financial assets that entail the recognition of income in the statement of profit or loss.

Thousands of euros
2022 2021
Book value Accumulated
correction for
impairment
Book value Accumulated
correction for
impairment
Amount not due - - - -
Overdue impaid amount:
Less than 90 days - - - -
Between 90 and 180 - - - -
Between 180 and 360 - - - -
More than 360 days 237 (79) 226 (73)
237 (79) 226 (73)

The detail of the age of the financial assets and of the related impairment losses is as follows:

The carrying amount of the financial assets and financial liabilities constitutes an acceptable approximation to fair value.

b) Liquidity risk:

The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its statement of financial position, together with credit and financing facilities.

The Company manages liquidity risk prudently by maintaining sufficient cash, the availability of financing in the form of committed credit facilities and through the sufficient capacity to settle market positions.

The detail by maturity of the financial liabilities with fixed or determinable maturities is shown in Note 7.

At 2022 year-end, the amount of the financial liabilities that was scheduled to mature in 2023, totalling EUR 23,272 thousand, was lower than the available funds, determined as the sum of: cash and cash equivalents and current financial assets; the annual cash flow expected to be generated in 2022; and the discount lines and credit facilities to which banks are committed that have not been used and that have an initial maturity of more than 12 months (see Note 7).

c) Market risk:

Both the Company's cash and part of its bank borrowings are exposed to interest rate risk, which variations could have an effect on financial profit or loss and cash flows. In addition, in order to minimize the risk exposure, the Company has a private debt placement secured at a fixed interest rate. Private placement debt represents at 31 December 2022 a 60% of total debt drawn (59% at the end of 2021).

The Company's Directors continue to constantly monitor these risks.

In addition, some of the balances with Group companies are in foreign currencies.

Therefore, the main market risks to which the Company is exposed are interest rate and foreign currency risk.

c.1) Interest rate risk:

The detail of the average interest rate and of the average financial debt drawn is as follows:

2022 2021
Average interest rate 2.08% 1.83%
Average financial debt drawn (thousands of euros) 548,480 486,899

On the basis of the financial debt drawn, the impact on borrowing costs of a change of half a point in the average interest rate would be as follows:

Change in interest rate +0.50% 2022 2021
Change in borrowing costs (thousands of euros) 1,092 1,004

c.2) Foreign currency risk:

The Company's Management, based on activity in countries outside the eurozone, monitors the changes in the various currencies in which the Parent's Company Group operates and assesses the foreign currency risk that could affect its financial statements.

To manage foreign currency risk, the Company takes the following measures:

If the financial market of the country in which the investment is made allows for adequate financing to be obtained in terms of timing and cost, hedging is naturally obtained through financing taken in the same currency as that of the investment.

If the above is not possible, the Company determines asset and liability sensitivity to exchange rate fluctuations on the basis of the extent and severity (volatility) of the risk exposure.

At 31 December 2022 financial debt has been drawn down in US dollars (at 31 December 2021 financial debt was drawn down in US dollars), so the Company is exposed to foreign currency risk as follows:

Thousands of Euros
2022 2021
Financial debt subject to foreign currency risk 17,443 25,003
Average financial debt drawn subject to foreign currency risk 21,126 16,776

On the basis of the financial debt in foreign currency, the impact on borrowing costs of a change of half a point in the average exchange rate would be as follows:

2022 2021
Change in exchange rate +0.50% -0.50% +0.50% -0.50%
Change in borrowing costs (thousands of euros) 106 (106) 84 (84)

d) Inflation risk:

Despite the long period of historically low inflation, in the second half of 2021 and in 2022 inflation in the euro zone rose sharply. A significant portion of the Company's operating costs could increase as a result of higher inflation and the European Central Bank's monetary policy. The great majority of the Company's service provision contracts are indexed to inflation as far as the operating expenses are concerned, in infrastructure leases, as are the other contracts. Likewise, the great majority of the contracts between the Company and its clients are indexed to inflation, meaning that much of this risk is naturally mitigated.

6. Equity and shareholders' equity

6.1. Share capital

At 31 December 2016, the Company's share capital was represented by 130,016,755 fully subscribed and paidup common shares of EUR 0.10 par value each.

On 28 September 2017, the Company's capital was increased by EUR 1,300 thousand through the creation of 13,001,675 new shares of EUR 0.10 par value each and with a share premium of EUR 135,866 thousand at EUR 10.45 per share. The capital increase was carried out by means of monetary contributions for the full amount which totaled EUR 137,166 thousand.

The expenses incurred in relation to the capital increase carried out in 2017 amounted to EUR 1,717 thousand net of the tax effect, and were recognised with a charge to reserves.

Therefore, at 31 December 2021, the Parent's share capital is represented by 143,018,430 fully subscribed and paid-up common shares of EUR 0.10 par value each.

On June 28 2022, the General Shareholders' Meeting approved the capital reduction through the redemption of 7,150,922 treasury shares, which represent the 5% of the share capital of the Parent Company. This capital reduction was duly registered in the Mercantile Registry of Madrid and has led to a reduction in the share capital of the Parent Company by 715 thousand euros (with a nominal value of 0.10 euros per share), a decrease in the value of own shares (see Note 6.3) for an amount of 53,703 thousand euros (at an average price of 7.51 euros) and a reduction in reserves (see Note 6.2) for an amount of 52,988 thousand euros.

Consequently, as at 31 December 2022, the share capital of the Parent Company is represented by 135,867,508 ordinary shares of 0.10 euros par value each, fully subscribed and paid.

As per the notifications of the number of shares submitted to the Spanish National Securities Market Commission (CNMV), the following shareholders owned significant direct and indirect interests in the Company's share capital, representing more than 3% of share capital, at 31 December 2022 were as follows:

% share
Morgan Stanley (*) 9.30%
Southeastern Asset Management Inc 5.15%
DWS Invest, GmbH 4.07%
Santander Asset Management, S.A., SGIIC 3.08%
Harris Associates LP 3.03%

(*) Owner of voting rights through financial instruments

The Company's Directors are not aware of any other ownership interests of 3% or more of the share capital or voting rights of the Company, or of any lower ownership interests that might permit the holder to exercise a significant influence over the Company.

6.2. Reserves and Share premium

Under the Spanish Companies Act, 10% of net profit for each year must be allocated to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount, except for that, and until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

At the end of 2022 and 2021 the balance of this reserve amount to EUR 2,860 thousand and it had reached the legally minimum required.

At 31 December 2022 and 2021, the share premium reserves amounted to EUR 449,391 thousand and it is fully available.

Spanish Companies Act allows to use the share premium reserves balance to increase capital and it does not establish specific restrictions on the availability of that balance.

At the closing of the financial years 2022 and 2021, the Company owns reserves that add up to EUR 721,618 and EUR 753,955 thousand, respectively.

During 2022, reserves decreased by EUR 52,988 thousand as a result of the capital reduction mentioned in Note 6.1.

On 28 June 2022, the General Shareholders' Meeting of the Parent Company approved the allocation of the profit of the Parent Company for the year 2021 amounting to 41,265 thousand euros, to dividends for an amount of EUR 0.15 per share for all the outstanding shares entitled to receive a dividend, which represented 20,321 thousand euros, and the remaining to voluntary reserves of free disposal. The dividend was paid on 7 July 2022.

6.3. Treasury shares

At 31 December 2022, the Company holds a total of 2,227,423 treasury shares at an average cost of EUR 6.34 per share. The value of these treasury shares totalled EUR 14,117 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2022 (see Note 4.12).

The Board of Directors of the Parent Company approved on 26 January 2022 to launch a programme to buyback the Company's shares, pursuant to the authorization granted by the General Meeting of Shareholders of the Company held on 29 May 2020, under item Seventh of its agenda. The share buyback programme started on 1 February 2022 and finalized on 13 May 2022. Further details of the terms and conditions of the programme can be found on the CNMV Inside Information dated 27 January 2022.

On 28 June 2022, the Annual General Shareholders Meeting approved the capital reduction by the redemption of 7,150,922 treasury shares, representing 5% of the Parent's Company share capital (see Note 6.1).

The Board of Directors of the Parent Company agreed on November 7, 2022 to launch a second program of repurchase of treasury shares, under the authorization granted by the General Shareholders' Meeting of the Parent Company held on 28 June 2022, under item 10 of its agenda. The maximum net investment of the Buy-Back Program amounts to EUR 50 million. The maximum number of shares of the Company that may be acquired under the Buy-Back Program was set at 6,793,375 shares, representing 5% of the share capital at this date. The Repurchase Program began on 9 November 2022 and will remain in force until 30 September 2023, both included.

In February and March 2022 the Company delivered to the Executive Directors, Senior Executives and certain executives of the Group a total of 212,503 shares (159,711 shares in 2021), following the approved calendar in accordance with the incentive plans granted (see Note 10.3).

At 31 December 2021, the Company holds a total of 408,098 treasury shares at an average cost of EUR 8.40 per share. The value of these treasury shares totalled EUR 3,427 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2021 (see Note 4.12).

7. Non-current and current payables

7.1. Breakdown of financial liabilities by category

The balances of "Non-Current Payables" and "Current Payables" at the end of 2022 and 2021 relate in full to "financial liabilities at amortised cost". The detail is as follows (in thousands of euros):

31/12/2022 31/12/2021
Facilities Agreement 113,941 65,151
US Private Placement lenders 330,000 330,000
Bilateral facilities - 16,667
CaixaBank credit facility 65,000 32,000
Credit facilities 17,444 16,773
Debt Arrangement fees (302) (713)
Total non-current payables 526,083 459,878
Accrued interests 2,949 2,774
Debt Arrangement fees (411) (709)
Bilateral facilities 16,667 33,333
Credit facilities (Note 5.3) 4,067 732
Total current payables 23,272 36,130
Total bank borrowings 549,355 496,008

At 31 December 2022, the Company's debt structure is mainly composed of a portion of bank borrowings and placed private debt borrowings with US institutional investors. The bank borrowings consist of a multi-currency syndicated loan of EUR 600 million, which comprises a Facility A "Term Loan" of EUR 200 million and a Facility B "Revolving Credit Facility" of EUR 400 million. The total amount of the private debt is EUR 330 million and includes the new private debt placement of EUR 100 million carried out in 2021, bearing interest at a market rate and with final maturity in June 2036. The amount of the borrowings drawn down by the Company is disclosed in the foregoing table. The amount of the borrowings drawn down by the Group is disclosed in the consolidated financial statements of the Applus Group and in the table below in section a.

In relation to the bilateral loan, on 9 April 2021 a grace period of one year was agreed upon, with the first repayment set for April 2022, without altering the final maturity date of April 2023.

On 15 April 2021, the Applus Group entered a sustainability linked credit facility with CaixaBank limited to EUR 100 million maturing in 2023, with a one-year extension option that has been effective in 2022 of which EUR 65 million drawn down at 31 December 2022.

Note 5.4 to the financial statements contains information on the nature and level of risk of the financial instruments. In this regard, Group liquidity is detailed in Note 2.5.

The detail of the amounts drawn, by maturity, of "Non-Current Payables" and "Current Payables" is as follows:

2022

Thousands of Euros
Long Term
Limit Short
Term
2024 2025 2026 2027
onwards
Total
Facility A "Term Loan" 200,000 - - 11,941 - - 11,941
Facility B "Revolving Credit
Facility"
400,000 - - 102,000 - - 102,000
US Private Placement lenders 330,000 - - 150,000 - 180,000 330,000
Bilateral facilities 16,667 16,667 - - - - 16,667
CaixaBank credit facility 100,000 - 65,000 - - - 65,000
Accrued interest - 2,949 - - - - 2,949
Debt Arrangement fees - (411) (131) (82) (36) (53) (713)
Credit Facilities 88,083 4,067 17,444 - - - 21,511
Total 1,134,750 23,272 82,313 263,859 (36) 179,947 549,355

2021

Thousands of Euros
Long Term
Limit Short
Term
2023 2024 2025 2026
onwards
Total
Facility A "Term Loan" 200,000 - - - 11,941 - 11,941
Facility B "Revolving Credit
Facility"
400,000 - - - 53,210 - 53,210
US Private Placement lenders 330,000 - - - 150,000 180,000 330,000
Bilateral facilities 50,000 33,333 16,667 - - - 50,000
CaixaBank credit facility 100,000 - 32,000 - - - 32,000
Accrued interest - 2,774 - - - - 2,774
Debt Arrangement fees - (709) (411) (131) (82) (89) (1,422)
Credit Facilities 78,731 732 16,773 - - - 17,505
Total 1,158,731 36,130 65,029 (131) 215,069 179,911 496,008

a) Syndicated loan and private placement debt

The syndicated loan bears interest at Euribor for tranches in Euros and at Libor for tranches in foreign currency (not drawn at 2022 year-end) plus a spread based on a leverage grid for each Facility.

All the tranches had an initial single maturity on 27 June 2023, which may be extended for a total of two additional years at the end of the first and second years. On 27 June 2019 all tranches have been extended to 27 June 2024 and, on 16 June 2020, they were extended to 27 June 2025.

The initial private placement debt was placed from two US institutional investors. The structure includes a tranche of EUR 150 million maturing on 11 July 2025 and a tranche of EUR 80 million maturing on 11 July 2028. On 10 June 2021 a new private debt placement with one US institutional investor was added with two tranches, each one of EUR 50 million, the first tranche maturing on 10 June 2031 and the second one on 10 June 2036.

The accompanying statement of profit or loss for 2022 reflects an expense associated with the syndicated loan and private debt placement amounting to EUR 13,292 thousand. Also, the statement of profit or loss for 2021 reflected an expense of EUR 11,376 thousand. The change was due to the increase in the average interest rate described in Note 5.4.c.

The structure of the financial debt and the amounts drawn at 31 December 2022 and 2021 are as follows:

2022

Tranche Limit of the Drawn by the Drawn by the Maturity
Group Company Group
Facility A "Term Loan" 200,000 11,941 200,000 27/06/2025
Facility B "Revolving Credit Facility" 400,000 102,000 194,486 27/06/2025
US Private Placement lenders - 7 years 150,000 150,000 150,000 11/07/2025
US Private Placement lenders - 10 years 80,000 80,000 80,000 11/07/2028
US Private Placement lenders - 10 years 50,000 50,000 50,000 10/06/2031
US Private Placement lenders - 15 years 50,000 50,000 50,000 10/06/2036
Accrued interests - 2,349 2,659
Debt arrangement expenses - (713) (841)
Total 930,000 445,577 726,304

2021

Thousands of Euros
Tranche Limit of the Drawn by the Drawn by the Maturity
Group Company Group
Facility A "Term Loan" 200,000 11,941 200,000 27/06/2025
Facility B "Revolving Credit Facility" 400,000 53,210 126,956 27/06/2025
US Private Placement lenders - 7 years 150,000 150,000 150,000 11/07/2025
US Private Placement lenders - 10 years 80,000 80,000 80,000 11/07/2028
US Private Placement lenders - 10 years 50,000 50,000 50,000 10/06/2031
US Private Placement lenders - 15 years 50,000 50,000 50,000 10/06/2036
Accrued interests - 2,373 2,997
Debt arrangement expenses - (1,422) (1,813)
Total 930,000 396,102 658,140

a.1) Obligations and restrictions relating to the syndicated loan and private debt

Both the syndicated loan and the private placement debt are subject to the achievement of certain financial ratios. The main one is defined as consolidated Net Debt to consolidated EBITDA of the last twelve months lower than 4.0x, tested every six months, at 30 June and 31 December.

At 31 December 2022, the ratio, calculated on the basis of the contractually established definitions of Net consolidated Debt and consolidated EBITDA, was 2.6x.

In accordance with the established terms and conditions, the Company's Directors expect the financial leverage ratio covenant to be met in the following years.

The Group also has to fulfil certain obligations under the syndicated loan and the private placement agreement which relate mainly to disclosure requirements concerning its consolidated financial statements and negative undertakings to not perform certain transactions without the lender's and investor's consent, such as certain mergers or changes of business activity.

a.2) Guarantees given

None of Applus Group subsidiaries have their shares or other assets pledged to secure the financial debt.

8. Tax

8.1. Tax assets and tax liabilities

The detail of the current and non-current tax assets and tax liabilities at the end of 2022 and 2021 is as follows (in thousands of euros):

2022

Tax assets Tax liabilities
Non-current balances:
Deferred tax assets 464 -
Tax credits for tax loss carryforwards (Note 8.5) 11,759 -
Withholding taxes and other tax credits 4,380 -
Total non-current balances 16,603 -
Current balances:
Accrued social security taxes payable - 9
VAT payable - 267
Personal income tax withholdings payable - 160
Income tax withholdings receivables 9,267 -
Total current balances 9,267 436

2021

Tax assets Tax liabilities
Non-current balances:
Deferred tax assets 345 -
Tax credits for tax loss carryforwards (Note 8.5) 15,662 -
Withholding taxes and other tax credits 4,380 -
Total non-current balances 20,387 -
Current balances:
Accrued social security taxes payable - 9
VAT payable - 239
Personal income tax withholdings payable - 110
Income tax withholdings receivables 6,783 -
Total current balances 6,783 358

8.2. Reconciliation of the accounting profit to the taxable profit

The reconciliation of the accounting profit (loss) to the taxable profit (tax loss) for corporate income tax purposes is as follows (in thousands of euros):

2022 2021
Accounting profit before tax 11,088 28,309
Permanent differences (22,926) (39,297)
Temporary differences 277 (22)
Tax loss (11,561) (11,010)
Tax profits from subsidiaries 86,800 73,880
Tax losses from subsidiaries (8,532) (5,941)
Tax base before tax consolidation adjustments 66,707 56,929
Offset of tax losses (16,669) (14,235)
Taxable profit 50,038 42,694
Tax charge 12,510 10,673
Offset of tax credits (6,428) (6,772)
Tax withholdings and prepayments (9,432) (7,314)
Corporate Income tax refundable (-) / payable(+) (3,350) (3,413)

The permanent differences in 2022 relate mainly to the application to the total amount of the dividends received by the Company of 26,000 thousand (see Note 10.1) of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received and of the exemption of article 21 on Spanish Income Tax Law. Pursuant to this transitory rule, the portion of the dividend received from the subsidiary Applus Servicios Tecnológicos, S.L.U. has been adjusted downwards by an amount of EUR 17.370 thousand. Likewise, 95% of the remaining amount of this dividend has been adjusted downwards too by an amount of EUR 8.198 thousand, based on article 21 on Spanish Income Tax Law.

It should also be noted that the Company has opted to apply the tax regime for foreign securities holding companies (ETVEs) envisaged in Articles 107 et seq. of the Spanish Income Tax Law.

The permanent differences in 2021 relate mainly to the application to the total amount of the dividends received by the Company of 42,192 thousand (see Note 10.1) of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received and of the exemption of article 21 on Spanish Income Tax Law. Pursuant to this transitory rule, the portion of the dividend received from the subsidiary Applus Servicios Tecnológicos, S.L.U. was adjusted downwards by an amount of EUR 18,706 thousand. 95% of the remaining amount of this dividend and the dividend received from Azul Holding, 2, S.à.r.l. was adjusted downwards too by an amount of EUR 21,376 thousand, based on article 21 on Spanish Income Tax Law.

The temporary differences for 2022 relate mainly, to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 1,630 thousand and to the recognition of provisions considered non-deductible for tax purposes, amounting to EUR 1,907 thousand.

The temporary differences for 2021 related mainly, to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 1,452 thousand and to the recognition of provisions considered non-deductible for tax purposes, amounting to EUR 1,430 thousand.

8.3. Reconciliation of the accounting profit to the corporate income tax expense (benefit)

The reconciliation of the accounting profit to the corporate income tax expense (benefit) for 2022 and 2021 is as follows (in thousands of euros):

2022 2021
Accounting profit before tax 11,088 28,309
Permanent differences (22,926) (39,297)
Taxable accounting loss (11,838) (10,988)
Tax charge (2,960) (2,747)
Adjustments and recognitions/derecognition of tax credits and others (2,278) (3,569)
Deduction of unrecognised tax assets (6,255) (6,640)
Total corporate income tax expense (benefit) recognised in profit or loss (11,493) (12,956)

The unrecognized tax deductions applied during 2022 and 2021 financial years mainly correspond to the internal double taxation deduction.

8.4. Breakdown of corporate income tax expense (benefit)

The breakdown of corporate income tax expense (benefit) is as follows:

2022 2021
Current tax:
Continuing operations (15,277) (13,871)
Discontinued operations - -
(15,277) (13,871)
Deferred tax:
Continuing operations 3,784 915
Discontinued operations - -
3,784 915
Total tax expense (benefit) (11,493) (12,956)

8.5. Deferred tax assets recognised

At 31 December 2022 and 2021, the prior year's tax loss carryforwards of the company recognised in the accompanying statement of financial position were as follows:

2022

Thousands of Euros
Tax loss carryforwards Tax asset recognised (Note 8.1)
2010 12,805 3,201
2011 34,230 8,558
Total 47,035 11,759

2021

Thousands of Euros
Tax loss carryforwards
Tax asset recognised (Note 8.1)
2010 28,418 7,105
2011 34,230 8,557
Total 62,648 15,662

Additionally, "Deferred Tax Assets" of the accompanying statement of financial position as at 31 December 2022 includes other positive temporary differences amounting to EUR 464 thousand in 2022 and EUR 345 thousand in 2021 (see Note 8.1).

Finally, "Deferred Tax Assets" includes EUR 4,380 thousand corresponding to the recognition of withholding taxes for domestic double taxation (same amount as for 2021) (see Note 8.1).

At the end of each year the Company's Directors analyse the recoverability of the deferred tax assets and only recognise those that they consider will probably be recovered.

The factors taken into consideration by the Company's Directors to recognise as a deferred tax asset, including tax credit for tax loss carry forwards, withholding taxes and tax credits for temporary differences at 31 December 2022, which support their future recoverability, are as follows:

  • In 2022 and 2021 the consolidated tax group in Spain obtained taxable income of EUR 66,707 and EUR 57,917 thousand (according to the final corporate income tax return of 2021 fiscal year), respectively, which enabled it to use unrecognised tax losses from prior years amounting to EUR 911 and 673 thousand respectively.
  • The business plan of the tax group in Spain for the coming years will enable it to recover the deferred tax assets capitalised at 31 December 2022.

8.6. Deferred tax assets not recognised

The detail of the tax losses not recognised in the accompanying statement of financial position as at 31 December 2022 and 2021 is as follows:

Thousands of Euros
Tax Loss carryforwards Tax credit not recognised
2007 5,077 1,269
Total 5,077 1,269

The detail of the tax credit carryforwards not recognised in the accompanying statement of financial positions at 31 December 2022 and 2021 is as follows (in thousands of euros):

Year Description 31/12/2022 31/12/2021
2013 Domestic double taxation tax credit - 4,692
2014 Domestic double taxation tax credit 3,488 4,313
2015 Domestic double taxation tax credit 4,227 4,227
2016 Domestic double taxation tax credit 3,925 3,925
2017 Domestic double taxation tax credit 4,693 4,693
2018 Domestic double taxation tax credit 4,419 4,419
2019 Domestic double taxation tax credit 5,743 5,743
2020 Domestic double taxation tax credit 4,897 4,897
2021 Domestic double taxation tax credit 3,367 3,367
2022 Domestic double taxation tax credit 3,127 -
Total 37,886 40,276

Additionally, the Company owns the following tax credits generated by the subsidiary Idiada Automotive Technology S.A. (in thousands of euros):

Year Description 31/12/2022 31/12/2021
2012 Specific activities taxation tax credit 394 365
2013 Specific activities taxation tax credit 1,161 1,161
2014 Specific activities taxation tax credit 34 1,470
2015 Specific activities taxation tax credit 13 1,138
2016 Specific activities taxation tax credit 386 1,000
2017 Specific activities taxation tax credit 544 702
2018 Specific activities taxation tax credit 113 156
2019 Specific activities taxation tax credit 1 49
2020 Specific activities taxation tax credit 4 4
Total 2,650 6,045

8.7. Open years for review and tax audits

In general, at 2022 year-end, the years open for review for corporate income tax are 2018-2021 and those fiscal years in which four years have not elapsed from the deadline for filing the corresponding returns for VAT and the rest of applicable taxes.

These notes to the financial statements do not include the information referred to in Article 42 bis of Royal Decree 1065/2007 in relation to persons resident in Spain, whether legal entities that are beneficiaries or holders of accounts abroad or individuals from the Company who are authorised representatives for accounts abroad held by a subsidiary of the Company non-resident in Spain, since such information is duly recorded and detailed in the Company's accounting records pursuant to Article 42 bis 4.b of Royal Decree 1065/2007.

9. Revenue and exepense

9.1. Revenue

The Company's revenue relates in full to transactions carried out with Group companies (see Note 10.1).

The detail of the revenue for 2022 and 2021 is as follows (in thousands of euros):

2022 2021
Dividend revenue 26,000 42,192
Finance revenue 6,541 8,112
Management fee revenue 3,895 3,420
Total 36,436 53,724

9.2. Staff costs

The detail of "Staff Costs" in the statement of profit or loss for 2022 and 2021 is as follows (in thousands of euros):

2022 2021
Wages and salaries 6,195 3,177
Employer social security costs 90 87
Other employee benefit costs 182 174
Total 6,467 3,438

The average number of employees in 2022 and 2021, by category and gender, is as follows:

2022

Category Men Women Total
Top management 4 - 4
Middle management 1 - 1
Supervisors - 1 1
Total 5 1 6

2021

Category Men Women Total
Top management 4 - 4
Middle management 1 - 1
Supervisors - 1 1
Total 5 1 6

Also, the breakdown of the workforce, by gender and category, at the end of 2022 and 2021 is as follows:

2022

Category Men Women Total
Top management 4 - 4
Middle management 1 - 1
Supervisors - 1 1
Total 5 1 6

2021

Category Men Women Total
Top management 4 - 4
Middle management 1 - 1
Supervisors - 1 1
Total 5 1 6

In 2022 and 2021, Applus Services, S.A. has no employees with a disability equal to or greater than 33%.

10. Transactions and balances with Group and related companies

10.1. Transactions with Group and related companies

The detail of the transactions with Group and related companies in 2022 and 2021 is as follows:

Miles de Euros
Dividend revenue
(Nota 9.1)
Finance
income
(Nota 9.1)
Finance
cost
Services
rendered
(Nota 9.1)
Applus Servicios Tecnológicos, S.L.U. 26,000 1,197 79 3,895
Applus Iteuve Technology, S.L.U. - 195 343 -
Arctosa Holding, B.V. - 238 - -
Röntgen Technische Dienst Holding, B.V. - - 35 -
Libertytown USA 1, Inc. - 1,261 - -
Ringal Invest, S.L.U. - 315 - -
Libertytown Australia Pty, Ltd. - 282 - -
Velosi Industries Sdn Bhd. - - 197 -
Libertytown Applus RTD Germany Gmbh. - 494 - -
Röntgen Technische Dienst, B.V. - - 104 -
John Davidson & Associates Pty, Ltd. - 2 118 -
Applus Pty Ltd. - 70 - -
Applus Norcontrol Guatemala, S.A. - 3 - -
LGAI Technological Center, S.A. - - 941 -
Velosi Certification Services L.L.C - 811 12 -
Applus Energy, S.L.U. - 59 - -
RTD Quality Services, Inc. - 471 2 -
Applus Norcontrol, S.L.U. - 26 115 -
Applus Car Testing Service, Ltd. - - 56 -
Applus Iteuve Euskadi, S.A.U. - - 72 -
Novotec Consultores, S.A.U. - 22 44 -
RTD Holding Deutschland, Gmbh. - - 70 -
Applus Velosi Canada Ltd. - 110 81 -
TIC Investments Chile SpA - 181 - -
SAST International Ltd. - - 8 -
Supervisión y Control, S.A.U. - - 1,005 -
Applus Singapore PTE Ltd. - 2 112 -
Applus Inspection Services Ireland, Ltd. - - 187 -
Otros - 802 1,070 -
Total 26,000 6,541 4,651 3,895
Thousands of Euros
Dividend
revenue
(Note 9.1)
Finance
income
(Note
9.1)
Finance
cost
Services
rendered
(Note 9.1)
Applus Servicios Tecnológicos, S.L.U. 28,000 1,920 1,420 3,420
Applus Iteuve Technology, S.L.U. - 420 369 -
Arctosa Holding, B.V. - 186 - -
Röntgen Technische Dienst Holding, B.V. - 176 2 -
Libertytown USA 1, Inc. - 963 - -
Ringal Invest, S.L.U. - 352 - -
Libertytown Australia Pty, Ltd. - 451 - -
Velosi Industries Sdn Bhd. - 437 16 -
Libertytown Applus RTD Germany Gmbh. - 512 1 -
Röntgen Technische Dienst, B.V. - 60 161 -
John Davidson & Associates Pty, Ltd. - - 735 -
Applus Pty Ltd. - 215 - -
Applus Norcontrol Guatemala, S.A. - 27 - -
LGAI Technological Center, S.A. - - 969 -
Velosi Certification Services L.L.C - 501 13 -
Applus Energy, S.L.U. - 59 - -
RTD Quality Services, Inc. - 157 9 -
Applus Norcontrol, S.L.U. - 58 120 -
Applus Car Testing Service, Ltd. - 60 136 -
Applus Iteuve Euskadi, S.A.U. - - 70 -
Novotec Consultores, S.A.U. - 34 7 -
RTD Holding Deutschland, Gmbh. - - 72 -
Applus Velosi Canada Ltd. - 88 96 -
TIC Investments Chile SpA - 266 - -
SAST International Ltd. - - 630 -
Supervisión y Control, S.A.U. - - 873 -
Velosi (HK) Ltd. - - 357 -
Azul Holding, 2, S.à.r.l. 14,192 2 16 -
Applus Singapore PTE Ltd. - 29 191 -
Applus Inspection Services Ireland, Ltd. - - 177 -
QPS Evaluation Services Inc. - 584 - -
Otros - 555 731 -
Total 42,192 8,112 7,171 3,420

On 30 December 2022, the subsidiary Applus Servicios Tecnológicos, S.L.U. approved the distribution of a dividend amounting to EUR 26,000 thousand out of unrestricted reserves, which were pending to be earned at the end of 2022.

On 21 December 2021, the subsidiary Applus Servicios Tecnológicos, S.L.U. approved the distribution of an interim dividend amounting to EUR 28,000 thousand out of profit for 2021.

On 21 December 2021, the subsidiary Azul Holding 2 S.à.r.l. (currently merged to Velosi S.a.r.l., see Note 5.2) approved the distribution of a dividend amounting to USD 15,903 thousand (EUR 14,192 thousand), USD 15,874 thousand out of profit for 2021 (EUR 14,166 thousand) and USD 29 thousand (EUR 26 thousand) out of retained earnings of the subsidiary company.

Also, the Company has a "Management fee" agreement with Applus Servicios Tecnológicos, S.L.U. under which the Company charges the management, analysis and business plan development services and, overheads, among others. The amount payable under this agreement was established on the basis of a report prepared by an independent expert and is in line with market prices.

Additionally, the Company holds loans and cash pooling agreements with its subsidiaries, which generate finance income and expenses. The amount of these agreements was set based on a professional valuer's report at market rates.

10.2. Balances with Group and related companies

The detail of the balances with related companies reflected in the statement of financial position as at 31 December 2022 and 2021 is as follows:

2022

Thousands of Euros
Long-term Short-term Other financial Long-term Short-term Trade
credits (Note credits assets (Note loans loans receivables
5.1) (Note 5.1) 5.1) (Note 5.1)
Applus Servicios Tecnológicos, S.L.U. 17,313 48,614 26,000 - 1,765 1,614
Libertytown USA 1, Inc. 62,784 380 - - - -
Applus Iteuve Technology, S.L.U. 12,838 7,671 - - 41,964 -
Ringal Invest, S.L.U. - 21,244 - - 45 -
Libertytown Applus RTD Germany Gmbh. - 20,067 - - - -
Velosi Industries Sdn Bhd. - 107 - 4,870 53 345
Libertytown Australia Pty, Ltd. 8,829 7,023 - - - -
Röntgen Technische Dienst Holding, B.V. - - - - 784 -
Applus Iteuve Euskadi, S.A.U. - - - - 4,096 -
LGAI Technological Center, S.A. - 258 - 56,724 10,272 -
Applus Inspection Services Ireland, Ltd. - - - - 13,199 -
Supervisión y Control, S.A.U. - 5,539 - - 56,120 -
Applus Car Testing Service, Ltd. - - - - 4,435 -
Applus Norcontrol, S.L.U. - 3,352 - - 17 -
Idiada Automotive Technology, S.A. - 4,398 - - - -
Röntgen Technische Dienst, B.V. - - - - 10,761 -
Arctosa Holding, B.V. - 4,591 - - - -
John Davidson & Associates Pty, Ltd. - - - 19,516 603 -
Applus Iteuve Galicia, S.L.U. - 6,432 - - - -
Applus Energy, S.L.U. - 3,180 - - 328 -
Applus Pty Ltd. - 8,305 - - - -
Velosi Certification Services L.L.C 38 22,094 - - 9,575 -
Applus Deutschland Inspektions-Gesellschaft, GmbH. - 579 - - - -
Applus UK Ltd. - 8,036 - - 2,062 -
Applus Velosi Canada Ltd. - 2,882 - - 2,899 -
Norcontrol Inspección S.A. - - - 1,031 12 -
3C Test Limited 3,456 23 - - - -
RTD Quality Services, Inc. - 13,969 - - - -
Applus Portugal, Lda. - - - - 1,419 -
RTD Holding Deutschland, Gmbh.
Novotec Consultores, S.A.U.
-
-
-
543
-
-
-
-
4,657
702
-
-
Applus Euskadi Holding, S.L. 3,000 412 - - 1 -
TIC Investments Chile SpA 6,714 53 - - - -
Applus Singapore PTE Ltd. - 1,006 - - 1,336 -
Applus Norcontrol República Dominicana, S.R.L. 222 5 - - - -
BK Werkstofftechnik – Prüfstelle für Werstoffe GmbH. - - - - 798 -
Applus LGAI Germany GmbH. - 1,100 - - - -
Applus RTD Gulf DMCC - 2,745 - - 8,330 -
Iteuve Canarias, S.L. 2,000 74 - - 2,156 -
Libertytown RE, S.A. - - - 5,000 49 -
Applus India Private Ltd. 1,369 14 - - - -
SARL Apcontrol Energie et Industrie Algerie 500 42 - - - -
Steel Test (Pty) Ltd. 425 57 - - - -
Applus RTD Pte, Ltd. - - - 566 7 -
Tunnel Safety Testing, S.A. - 27 - - 384 -
Velosi Sarl - - - 5,563 77 -
Inversiones Finisterre, S.L. - 624 - - 7,513 -
Applus Arabia Co., L.L.C. - - - - - 3
AC6 Metrología, S.L. 1,600 7 - - 28 -
Laboratorio Ensayos Metrológicos S.L. - 99 - 1,425 997 -
ZYX Metrology, S.L.U. - 17 - - 680 -
Reliable Analysis Inc. 1,605 34 - - - -
Applus Laboratories AS - - - 765 6 -
Applus Velosi Egypt, LLC 622 33 - - - 24
Otros 6,737 1,462 - 7,103 2,140 91
Total 130,052 197,098 26,000 102,563 190,270 2,077

2021

Thousands of Euros
Long-term Short-term Trade
credits (Note credits Long-term Short-term receivables
5.1) (Note 5.1) loans loans (Note 5.1)
Applus Servicios Tecnológicos, S.L.U. 62,313 1,800 - 1,684 1,403
Libertytown USA 1, Inc. 54,296 331 - - -
Applus Iteuve Technology, S.L.U. 12,838 7,696 - 11,702 -
Ringal Invest, S.L.U. - 20,961 - 36 -
Libertytown Applus RTD Germany Gmbh. - 19,558 - - -
Velosi Industries Sdn Bhd. - 113 5,226 17 26
Libertytown Australia Pty, Ltd. 8,829 6,840 - - -
Röntgen Technische Dienst Holding, B.V. - 26 - 339 -
Applus Iteuve Euskadi, S.A.U. - - - 3,570 -
LGAI Technological Center, S.A. - 728 42,724 20,479 -
Applus Inspection Services Ireland, Ltd. - - - 8,140 -
Supervisión y Control, S.A.U. - 5,509 38,400 295 -
Applus Car Testing Service, Ltd. - - - 3,293 -
Applus Norcontrol, S.L.U. - 83 - 3,139 -
Idiada Automotive Technology, S.A. - 2,333 - - -
Röntgen Technische Dienst, B.V. - 2 - 6,185 -
Arctosa Holding, B.V. - 9,423 - - -
John Davidson & Associates Pty, Ltd. - 281 19,824 207 -
Applus Iteuve Galicia, S.L.U. - 3,003 - 31 -
Applus Energy, S.L.U. - 4,232 - 74 -
Applus Pty Ltd. - 5,149 - - -
Velosi Certification Services L.L.C - 16,321 - 5,843 -
Applus Deutschland Inspektions-Gesellschaft, GmbH. - - - 2,143 -
Applus UK Ltd. - 4,453 - 1,642 -
Applus Velosi Canada Ltd. - 2,420 - 3,178 -
Azul Holding, 2, S.à.r.l. - - 1,333 6 -
Norcontrol Inspección S.A. - - 1,158 14 -
3C Test Limited 2,427 25 - - -
RTD Quality Services, Inc. - 6,408 - - -
Applus Portugal, Lda. - - - 2,281 -
K1 Katsastajat, OY - 561 1,700 - -
RTD Holding Deutschland, Gmbh. - - - 4,657 -
Novotec Consultores, S.A.U. 3,000 462 - 1,739 -
Applus Euskadi Holding, S.L. 4,400 33 - 61 -
TIC Investments Chile SpA 7,563 70 - - -
Applus Singapore PTE Ltd. - 889 - 3,276 -
Applus Norcontrol República Dominicana, S.R.L. 274 52 - - -
BK Werkstofftechnik – Prüfstelle für Werstoffe GmbH. - - - 1,031 -
Applus LGAI Germany GmbH. - 1,093 - - -
Applus RTD Gulf DMCC - 2,626 - 4,068 1
Iteuve Canarias, S.L. 2,000 21 - 1,077 -
Libertytown RE, S.A. - - 2,600 76 -
Applus India Private Ltd. 883 9 - - 1
SARL Apcontrol Energie et Industrie Algerie 500 30 - - -
Steel Test (Pty) Ltd. 397 35 - - -
Applus RTD Pte, Ltd. - - 530 6 -
Tunnel Safety Testing, S.A. - - - 739 -
Velosi Sarl - - 2,295 - -
Inversiones Finisterre, S.L. - 530 4,500 27 -
Applus Arabia Co., L.L.C. 7,766 68 - - -
AC6 Metrología, S.L. 1,600 6 - - -
Laboratorio Ensayos Metrológicos S.L. - 127 1,425 28 -
ZYX Metrology, S.L.U. - 142 - 874 -
Reliable Analysis Inc. 794 11 - - -
Adícora Servicios de Intermediación de Ingeniería S.L.U. 591 1 - 98 -
Ingeniería, Estudios y Construcciones, S.A.U. 815 401 - - -
Applus Laboratories AS - - 802 10 -
Applus Velosi Egypt, LLC 591 13 - - -
Otros 2,410 710 949 757 197
Total 174,287 125,585 123,466 92,822 1,628

"Short-term credits from Group companies" and "Short-term loans to Group companies" include accounts receivable and accounts payable with various Group companies arising from the Company's inclusion as the head of the consolidated tax group, accounts receivable amounting at 31 December 2022 to EUR 21,187 thousand and accounts payable amounting to EUR 2,133 thousand (2021: accounts receivable EUR 18,201 thousand and accounts payable EUR 1,490 thousand) (see Note 4.3).

In addition, under "Current Receivables" and "Current Payables", amounts of EUR 129,484 thousand and EUR 123,974 thousand are recognised, respectively, in relation to the cash-pooling agreement maintained with the other Group companies (EUR 105,981 and EUR 90,311 thousand respectively in 2021).

"Long-term credits to Group companies" include loans with related parties, which have a maturity between 2023, 2024, 2025 and 2028.

Also, under "Other financial assets" there are recognized the dividends receivable at the end of 2022 and 2021 (see Note 5.1).

Group credits and loans generate an interest at market rates.

10.3. Disclosures on Directors and Senior Executive Directors

Remuneration of and obligations to the Board of Directors

The detail of the remuneration (social benefits included) earned by the Executive Directors and the Company's Board of Directors at 2022 and 2021 year-end is as follows:

  • Thousands of Euros 31/12/2022 31/12/2021 Executive Directors Members of the Board of Directors Total Executive Directors Members of the Board of Directors Total Fixed remuneration 909 - 909 1,076 - 1,076 Variable remuneration 663 - 663 812 - 812 Other items 105 - 105 65 - 65 Non-Executive Chairman and Independent Directors - 727 727 - 648 648 Corporate Social Security Committee - 70 70 - 52 52 Appointments & Compensation Committee - 65 65 - 58 58 Audit Committee - 90 90 - 90 90 Total 1,677 952 2,629 1,953 848 2,801
  • a) Annual remuneration:

In 2022, Executive Directors include the Chief Executive Officer from the day of termination as member of the Board of Directors on 27 June 2022 and the Chief Financial Officer during 2022, initially as Chief Financial Officer and from 28 June as Chief Executive Officer and sole Executive Director. As a consequence of the aforementioned termination, the Group executed and accelerated vesting of all the pending RSUs and the effective pay-out of the bonus earned in 2022 and payable in 2023. Additionally, a non-compete commitment exists from 1 January 2023 to the next 2 years.

The fixed remuneration of the Executive Directors includes a portion in the form of RSUs amounting to EUR 56 thousand per year at the date on which they were granted, corresponding to the RSUs conferred to the current Executive Director when he was in the position of Group's Chief Financial Officer (CFO). According to the plans in force, in February 2020, 2021 and 2022, 5,317, 6,648 and 7,100 RSUs, respectively, were granted. The RSUs granted in 2020 and 2021 will be convertible to shares three years after the date on which they were granted. The RSUs delivered in 2022 will be convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. In February 2022 the Group effected delivery of 3,288 net shares relating to the plan granted in February 2019.

62.5% of the Executive Directors' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. These RSUs amounted to EUR 191 thousand in the year. At 2022 year-end, three RSU plans were in force, having been granted in February 2020, 2021 and 2022 for 34,645, 17,618 and 39,998 RSUs, respectively. In February 2022 the Company effected delivery of 15,268 net shares.

The plans in force at the end of the year in relation to the RSUs can be consulted in the Remuneration Report.

"Other items" include the total of benefits that, according to the Remuneration Policy, accounts for 15% of the Fixed Remuneration without fixed RSUs. The table above does not include pension plans, as they are included afterwards.

b) Long-term incentive ("LTI"):

Under the remuneration policy in force, the Executive Directors shall annually receive PSUs (performance stock units) that are convertible into shares of the Company three years after the date on which they are granted and according to the accomplishment of specific objectives. The expense recognised in 2022 in this connection amounted to EUR 447 thousand as a result of the fulfilment of the variables established for them.

At 2022 year-end, three PSU plans were in force, having been granted in 2020, 2021 and 2022 for 46,338, 57,939 and 131,703 PSUs, respectively. The detail of the PSU plans in force can be consulted in the Remuneration Report. In February 2022 the Group did effect the delivery of 33,129 net shares related to the plan granted in February 2019.

In 2022, the Executive Directors and the members of the Board of Directors did not earn or receive any termination benefits.

The pension plan benefits earned by the Executive Directors in 2022 amounted to EUR 42 thousand.

At 31 December 2022, no loans or advances had been granted to the members of the Company's Board of Directors.

Lastly, Applus Services, S.A. took out a third-party liability insurance policy. The insured persons under this policy are the directors and executives of the Group companies the Parent of which is Applus Services, S.A. The Directors of Applus Services, S.A. are included among the insured persons of this policy. The premium paid in 2022 for this insurance policy amounted to EUR 171 thousand (2021: EUR 156 thousand).

The Company's Executive Directors comprised 2 men at 31 December 2022 and in 2021.

The Company's Directors comprised 5 men and 4 women at 31 December 2022 (6 men and 4 women at 31 December 2021).

Remuneration of and obligations to Senior Executives

The breakdown of the remuneration earned in 2022 and 2021 by the Senior Executives is as follows:

a) Annual remuneration:

Thousands of Euros
2022 2021
Fixed remuneration 293 280
Variable remuneration 156 151
Other items 49 46
Termination benefits - -
Pension plans 2 2
Total 500 479

64.73% of the Senior Executives' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. The RSU plans in force at the end of 2022 relate to the RSUs granted in February 2020, 2021 and 2022 for 8,582, 5.864 and 9.825 RSUs, respectively. In March 2022 the Group effected delivery of 4.432 net shares relating to the plans granted in 2019 (40%), 2020 (30%) and 2021 (30%). EUR 77 thousand were charged to the financial statement of profit or loss for 2022 in this connection.

b) Multiannual remuneration and long-term incentive in PSUs:

Under the current remuneration policy, certain of the Senior Executives annually receive PSUs (performance stock units) that are convertible into shares of the Company three years after the date on which they are granted. The expense recognised in this connection amounted to EUR 37 thousand in 2022. The PSU plans in force at the end of 2022 relate to the PSUs granted in February 2020, 2021 and 2022 for 3,418, 4,274 and 4,562 PSUs, respectively.

In 2022, one Senior Executive took part in a long-term incentive plan for which has been granted PSUs (Performance Stock units) convertibles into shares of the Parent in 2023, 2024 and 2025 and subject to the accomplishment of specific objectives. The expense recognised in this connection amounted to EUR 150 thousand as a result of the achievement of the variables established for them.

Also, the Applus Group has life insurance obligations to certain Senior Executives; the related expense is included under "Other Items" in the tables above.

The Senior Executives comprise 2 men at 31 December 2022 (31 December 2021: two men).

Information relating to conflict of interest on the part of the Directors

It is hereby stated that the Directors, their individual representatives and their related persons thereto, do not hold any investments in the share capital of companies engaging in identical, similar or complementary activities to those of the Company or hold positions or discharge duties thereat, other than those held or discharged at the Applus Group companies, that could give rise to a conflict of interest as established in Article 229 of the Spanish Companies Act.

11. Foreign currency balances and transactions

At 31 December 2022, the Company had granted loans in currencies other than the euro amounting to EUR 134,845 thousand (31 December 2021: EUR 120,466 thousand) and had received foreign currency loans amounting to EUR 102,273 thousand (31 December 2021: EUR 73,511 thousand).

The Company's statement of profit or loss includes finance income in currencies other than the euro amounting to EUR 3,321 thousand at 31 December 2022 (31 December 2021: EUR 17,725 thousand) and finance costs in currencies other than the euro amounting to EUR 2,441 thousand (31 December 2021: EUR 4,285 thousand).

As a result of these balances, the Company's statement of profit or loss includes positive foreign exchange differences amounting to EUR 2,187 thousand at 31 December 2022 (31 December 2021: Negative amount of EUR 937 thousand).

The loans granted to the Company relate mainly to loans with Group companies arranged basically in US dollars, Australian dollars and Pound sterling.

12. Other disclosures

12.1. Fees paid to auditors

The detail of the amounts received by the Company's auditor, Deloitte, S.L., or by any firm in the same network as defined by current Spanish audit legislation, in 2022 and 2021 is as follows (in thousands of euros):

Description 2022 2021
Audit services
Services different from audit:
430 266
Services required by the applicable regulatory framework - -
Other attest services 93 154
Tax counselling services - -
Other services - -
Total professional services 523 420

12.2. Obligations and other guarantees

The Company had contracted certain obligations and guarantees derived from the financing agreement described in Note 7. These obligations include reporting obligations relating to the Group's financial statements and business plans; the obligation to take certain measures such as guaranteeing accounting closes, refrain from performing certain transactions without the consent of the lender, such as mergers, changes of business activity, share redemptions, and the financial obligation to achieve certain financial ratios, among others.

At 31 December 2022 and 2021, the Company's shares had not been pledged.

At 31 December 2022 and 2021, no banks had provided the Company with guarantees to third parties.

12.3. Disclosures on the payment periods to suppliers

Detailed below is the information required by the Additional Rule 3 "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Rule 2 of Law 31/2014, of 3 December), which was prepared in accordance to the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on information to be incorporated in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.

2022 2021
Days
Average payment period to suppliers 53 52
Ratio of transactions settled 57 54
Ratio of transactions not yet settled 33 41
Amount (Thousands of Euros)
Total payments made 2,605 2,468
Total payments outstanding 492 427

The data shown in the foregoing table in relation to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December.

Suppliers, solely for the purpose of disclosing the information provided for in this Resolution, are considered to be trade creditors for the supply of goods and services and are included under "Payables from Group companies and associates" and "Other accounts payables" in the accompanying statement of financial position.

"Average Payment Period to Suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.

The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended by agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2021).

However, most of the pending payment at year end has been paid during the first two months of the year 2023.

In accordance with the requirements established in Law 18/2022 of 28 September 2022, which modified Law 3/2004, of 29 December 2004, the Management has proceeded to calculate the number of invoices paid in a period lower than the maximum established in the regulations. As of 31 December 2022, 486 invoices were paid for a total of EUR 1,402 thousand. These invoices represent 79% of all the invoices paid during the fiscal year.

12.4. Amendment or extinguishment of agreements

In 2022 no transactions outside the course of the Company's ordinary business operations arose which required the amendment or early extinguishment of any agreement between the Company and any of its directors or persons acting on their behalf.

13. Events after the reporting period

In 2023 and until the date of authorisation for issue of these financial statements, no relevant events took place other than those already included in these financial statements that should be included in, modify or significantly affect, these financial statements for 2022.

14. Explanation added for translation to English

These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company (see Note 2.1). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company. This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.

Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

Applus Services, S.A.

Directors' Report for the year ended 31 December 2022

Formally prepared by the Directors of Applus Services, S.A. in relation to the year ended 31 December 2022.

Dear Shareholders:

We are pleased to submit to you this report on the Company's performance in 2022 and on its progress up to the present date.

Company performance and earnings

Profit before taxes has been lower compared to 2021, due to less income received from dividends.

The rest of items in the statement of profit or loss do not show significant variations.

The Board of Directors will propose to the shareholders in the General Annual Meeting a dividend of 16 cents per share (2021: 15 cents per share). This is equivalent to EUR 21.7 million (2021: EUR 21.5 million). The amount finally paid will depend on the number of shares outstanding (excluding treasury stock) that are entitled to receive it on the date on which the corresponding payment occurs.

The financing agreement on the syndicated bank debt of the group is sufficient to ensure the liquidity needs in the medium and long term.

Main risks

The main risks to which the Company is exposed are those typically faced by a holding company and the industry in which its subsidiaries operate.

The policy of the Directors is to take decisions that they may consider appropriate in order to mitigate any kind of risk related to the Company's activities.

Treasury share transactions

At 31 December 2022, the Company holds a total of 2,227,423 treasury shares at an average cost of EUR 6.34 per share. The value of these treasury shares amounted to EUR 14,177 thousand.

At 31 December 2021, the Company held a total of 408,098 treasury shares at an average cost of EUR 8.40 per share. The value of these treasury shares amounted to EUR 3,427 thousand.

Use of financial instruments

The Group policy establishes the use of financial derivatives to eliminate or significantly reduce certain interest rate and foreign currency risks relating to its assets if needed. The Company does not hold any derivative financial instruments at the end of 2022.

Significant events after the reporting period

In 2023 and until the date of authorisation for issue of the accompanying financial statements, no relevant events took place other than those already included in Note 13 of the Annual Accounts report that should be included in, modify or significantly affect, the accompanying financial statements for 2022.

Disclosures on the payment periods to suppliers

Information on deferred payments made to suppliers is detailed in Note 12.3 of the Annual Accounts report for the year ended 31 December 2022.

Annual Corporate Governance Report

The Annual Corporate Governance Report for the year 2022 is included in the consolidated Directors' Report of Applus Services, S.A., in accordance with the provisions of Article 49.4 of the Commercial Code and in accordance with Article 538 of the Capital Companies Law. Likewise, this report will be available from the publication of these accounts on the Applus Group website and on the website "Comisión Nacional de Mercado de Valores (CNMV)".

Annual Directors' Remuneration Report

The Annual Directors' Remuneration Report for the year 2022 is included in the consolidated Directors' Report of Applus Services, S.A., in accordance with Article 538 of the Capital Companies Law. Likewise, this report will be available from the publication of these accounts on the Applus Group website and on the website "Comisión Nacional de Mercado de Valores (CNMV)".

www.cnmv.es

www.applus.com

Appendix I - Companies included in the scope of consolidation

Ow
ship
ner
Gro
up c
inte
rest
he
ld b
y
ies:
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
ive
act
Dire
ct
Ind
irec
t
Met
hod
ed
to
t
us
acc
oun
the
inv
est
nt
me
App
lus
Ser
vici
os T
ológ
icos
, S.
L.U
ecn
Cal
le C
o 1
, ed
ificio
3,
Par
Em
ial
Las
Me
rced
am
pez
que
pre
sar
es,
Mad
rid (
Spa
in)
Hol
ding
com
pan
y
Act
ive
100
%
- Full
lida
tion
co
nso
Libe
rtyto
RE,
SA
wn
23
Mo
nter
L-2
163
(L
mbu
rg)
ave
nue
ey,
uxe
Cap
tive
rei
nsu
ran
ce c
om
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Iteu
ve A
ntin
a, S
.A.
rge
Rec
uist
a 6
61
– P
iso
2,
C 1
003
Ci
uda
d d
e B
Aire
onq
uen
os
s
(Arg
ina)
ent
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
San
ta M
aria
de
l Bu
en A
, S.
A.
yre
Jur
isdi
cció
n de
la C
iuda
d a
utón
de
Bue
Air
es (
Arg
ent
ina)
oma
nos
Rig
ht a
nd
plia
of
the
obli
ions
ding
pub
lic
gat
to
com
nce
co
rres
pon
ices
ions
elat
ing
to
the
obli
gato
Tec
hnic
al
serv
c
onc
ess
r
ry
Ver
ifica
tion
of V
ehic
les
Act
ive
- 100
%
Full
lida
tion
co
nso
y, S
App
lus
Uru
.A.
gua
Gua
º 17
(Ur
ay)
yab
18,
ritor
io 5
05
Mon
tevi
deo
os n
esc
ugu
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- %
100
Full
lida
tion
co
nso
Rev
isio
Téc
nica
App
lus
del
nes
s
Ecu
ado
r Ap
plus
iteu
S.A
ve,
Avd
a P
atria

E4-
41
Inte
ción
Av
da
Am
ed
ifici
o P
atria
rsec
azo
nas
Piso
10
Ofic
ina
01,
Pich
inch
a, Q
uito
(Ec
uad
or)
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Iteu
ve B
rasi
l Se
rviç
os L
TDA
Cj.
2ª a
r, S
Sao
Ave
nida
Pa
ulis
ta 7
26,
120
7, 1
nda
ala
36,
Pa
ulo
(Bra
zil)
Hol
ding
com
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Tec
hno
logi
Inc.
es,
322
5 G
ay R
oad
, Su
ite 4
50,
Bro
okfi
eld,
WI
53
045
(US
A)
atew
Veh
icle
dwo
rthin
ting
tes
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
Jan
x H
oldi
Inc
ng,
3 S
r Cr
eek
Ce
Blv
d. S
uite
600
Su
La
nd,
TX
774
78 (
USA
)
nter
uga
gar
Cer
tific
atio
rvic
hro
ugh
n-d
ucti
esti
es t
estr
ve t
n se
no
ng
Act
ive
- 100
%
Full
lida
tion
co
nso
Jan
X-R
AY
Ser
vice
s, In
c.
3 S
r Cr
eek
Ce
Blv
d. S
uite
600
Su
La
nd,
TX
774
78 (
USA
)
nter
uga
gar
Cer
tific
atio
rvic
hro
ugh
n-d
ucti
esti
es t
estr
ve t
n se
no
ng
Act
ive
- 100
%
Full
lida
tion
co
nso
Libe
USA
1,
Inc.
rtyto
wn
615
, Du
t Hi
ghw
Ken
t Co
Do
, Sta
f De
law
(US
A)
unty
te o
pon
ay,
ver
are
Hol
ding
com
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
Libe
rtyto
USA
Fin
Inc.
wn
co,
615
, Du
t Hi
ghw
Ken
t Co
unty
Do
, Sta
te o
f De
law
(US
A)
pon
ay,
ver
are
Hol
ding
com
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Iteu
ve T
ech
nolo
S.L
.U
gy,
Cal
le C
o 1
, ed
ificio
3,
Par
Em
ial
Las
Me
rced
am
pez
que
pre
sar
es,
Mad
rid (
Spa
in)
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
IDIA
DA
Aut
tive
Te
chn
olog
y, S
.A
omo
L'A
lbor
, s/n
PO
BO
X 2
0,43
710
Sta
Oli
Tar
(Sp
ain)
nar
va.
rag
ona
Eng
inee
ring
, tes
ting
d ce
rtific
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
S.A
App
lus
Arg
ent
ina,
Rec
uist
a 6
61
– P
iso
2,
C 1
003
Ci
uda
d d
e B
Aire
onq
uen
os
s
(Arg
ent
ina)
Hol
ding
com
pan
y
Act
ive
- %
100
Full
lida
tion
co
nso
IDIA
DA
Fah
gtec
hnik
, Gm
bH.
rzeu
Man
fred
Ho
chs
tatte
r St
e 2
, 85
055
Ing
olst
adt
(Ge
ny)
rass
rma
Eng
inee
ring
, tes
ting
d ce
rtific
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
CTA
G-Id
iada
Sa
fety
Te
chn
olog
y, S
.L.
Pol
ígon
o A
Gr
a, P
las
249
-25
0. 3
641
0 P
orri
ño,
Pon
teve
dra
anx
arce
(Sp
ain)
Eng
inee
ring
ting
d ce
rtific
atio
, tes
an
n
Act
ive
- 40% Full
lida
tion
co
nso
App
lus
Chi
le, S
.A.
Ave
nida
Am
éric
o V
ucio
74
3 -
Hue
chu
rab
San
tiag
o d
e C
hile
esp
a -
(Ch
ile)
Veh
icle
dwo
rthin
ting
tes
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Iteu
Eus
kad
i, S
.A.,
Soc
ieda
d
ve
Uni
al
per
son
Pol
ígon
o U
gald
I Pa
rcel
a 8,
487
10 Z
udio
, Viz
a (S
pain
)
egu
ren
am
cay
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Rev
isio

cnic
de
Chi
le,
nes
as
S.A
Ave
nida
Am
éric
o V
ucio
74
3 -
Hue
chu
rab
San
tiag
o d
e C
hile
esp
a -
(Ch
ile)
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Dan
k, A
/S
mar
Høj
e T
trup
Bo
ulev
ard
23,
2th
, 26
30 T
trup
(De
rk)
aas
aas
nma
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
CZ,
A.S
IDIA
DA
0/8
vé (
Cze
)
Pra
zsk
a 32
,500
04
, Hr
ade
c K
rálo
ch R
blic
epu
rtific
Eng
inee
ring
, tes
ting
d ce
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
Insp
ió T
ècn
ica
de
veh
icle
s i s
is,
ecc
erve
S.A
Ctra
de
Bixe
rri s
/n, A
ixov
all A
D60
0 (A
ndo
rra)
ssa
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 50% Full
lida
tion
co
nso
Idia
da
Aut
tive
T
ech
nolo
Indi
omo
gy
a
PVT
, ltd
4, 'B
or, S
Uni
t No
. 30
' Wi
3rd
Flo
ai R
adh
e B
uild
ing,
100
-10
1, R
aja
ng,
Bah
adu
r M
ill R
oad
, Of
f Ke
dy R
oad
, Pu
ne 4
110
01
(Ind
ia)
nne
Eng
inee
ring
, tes
ting
d ce
rtific
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
Sha
ngh
ai
IDIA
DA
Aut
tive
omo
Tec
hno
logy
Se
rvic
es C
Ltd
o.,
g 2
3, 3
999
Juc
hen
g P
ione
er P
ark
, Bu
ildin
Xiu
Pu
Ro
ad,
Nan
Hu
i
201
315
Sh
hai
(Pu
don
g D
istri
ct)
(Ch
ina)
ang
Eng
inee
ring
, tes
ting
d ce
rtific
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
App
lus
Eus
kad
i Ho
ldin
g, S
.L.U
Pol
ígon
o U
gald
, 1 p
la 8
, Za
mud
io, V
izca
ya (
Spa
in)
egu
ren
arce
Hol
ding
com
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
Ow
ship
ner
Gro
up c
inte
rest
he
ld b
y
ies:
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
act
ive
Dire
ct
Ind
irec
t
Met
hod
ed
to a
unt
us
cco
the
inv
est
nt
me
App
lus
Car
Te
stin
g S
ice,
Ltd
erv
, Cit
Ca
302
6 La
ked
rive
st B
usin
s, N
Ro
ad,
Dub
lin 2
4
ywe
ess
mpu
aas
(Ire
land
)
Veh
icle
dwo
rthin
tes
ting
roa
ess
Act
ive
- 100
%
Full
lida
tion
co
nso
Idia
da T
olog
ia A
utom
otiv
a, L
tda
ecn
Av.
Se
nad
or V
ueir
o, 2
123
– M
Ze
ro T
22n
d. F
loor
erg
arco
owe
r –
,
Sao
Be
rdo
do
Cam
097
50-
001
(Br
azil
)
rna
po,
rtific
Eng
inee
ring
, tes
ting
d ce
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
Idia
da A
utom
otiv
e T
ech
nolo
gy U
K, L
td.
St
Geo
Wa
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mud
Indu
stria
l E
stat
Nun
eato
rge
s
y
a
e,
n,
Wa
rwic
ksh
ire C
V10
7JS
(U
K)
Eng
inee
ring
, tes
ting
d ce
rtific
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
Sha
ngd
Idi
ada
Au
tom
otiv
nd
tire
ong
e a
ing
und
Co
, Ltd
prov
gro
m 3
02,
1 in
g of
, So
Qi
Roo
No.
dus
tria
l bu
ildin
We
st J
in H
ui R
oad
uth
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o (C
hina
)
Eng
inee
ring
, tes
ting
d ce
rtific
atio
an
n
Act
ive
- 80% Full
lida
tion
co
nso
App
lus
Iteu
ve G
alic
ia, S
.L.U
Ctra
. N-
VI,
Km
. 58
2,6
- 15
168
Es
pirit
u S
- S
ada
, A
Cor
anto
uña
(Sp
ain)
Hol
ding
com
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
Inve
rsio
Fin
iste
S.L
nes
rre,
Est
ació
n I.
T.V
. de
O
Esp
íritu
Sa
nto
.Ctr
a. N
-VI,
Km
. 58
2 1
516
8
Esp
iritu
Sa
nto
- Sa
da,
A C
ña (
Spa
in)
oru
Hol
ding
com
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
Sup
isió
Con
trol
, S.
A.U
erv
n y
Est
ació
n I.
T.V
. de
O
Esp
íritu
Sa
nto
.Ctr
a. N
-VI,
Km
. 58
2 -
151
68
Esp
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Mid
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ver
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teria
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ed
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ctio
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Ow
ship
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Vel
osi
Eur
Ltd
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Uni
t 18
Da
wki
ns R
oad
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ole
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15 4
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).
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visi
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chn
ical
gine
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ndu
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l se
rvic
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g a
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Act
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tion
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nso
Vel
osi
Cer
tific
atio
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LTD
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au
Uni
t 18
Da
wki
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oad
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Act
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App
lus
Inte
iona
l Ita
ly, S
rl
rnat
238
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Mer
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a D
e G
eri,
113
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te (
Italy
).
ate
asp
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Pro
visi
f te
chn
ical
gine
erin
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ndu
stria
l se
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on o
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g a
es
Act
ive
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nso
App
lus
Italy
, SR
L
Via
Cin
nten
ario
, 8 -
24
044
Da
lmin
e, B
(BG
) (It
aly)
qua
erg
amo
Qua
lity
trol
inte
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ecti
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nan
ce a
nsp
on
Act
ive
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lus
Nor
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way
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uge
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Act
ive
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App
lus
Tur
key
G
tim
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leri
met
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104
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Qua
lity
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ecti
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nan
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on
Act
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Vel
osi
LLC
Aza
dlig
Av
e 18
9, A
pt 6
1, A
Z11
30
Bak
u (A
baij
an)
enu
zer
Pro
visi
f au
xilia
ices
for
oil
and
nies
on o
ry s
erv
ga
s co
mpa
Act
ive
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%
Full
lida
tion
co
nso
Vel
osi
Mal
ta I
Ltd
The
Ba
stio
Offi
No.
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mvi
m C
Str
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RN
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).
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alta
Hol
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Act
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Vel
osi
Mal
ta I
I Ltd
The
Ba
stio
Offi
No.
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mvi
m C
Str
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Act
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s S
Vel
osi
Indu
strie
dn
Bhd
No.
15
2-3
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A,
Kom
plek
s M
alur
i, J
alan
Je
jaka
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n M
alur
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ama
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la L
ur (
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ia).
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ays
Inve
stm
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lus
Mal
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dn
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ays
No.
15
2-3
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A,
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n M
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la L
ur (
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ia).
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ays
Pro
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nsp
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tion
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ve #
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orp
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por
Pro
visi
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ship
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rop
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test
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naly
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Vel
osi
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11/F
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ard
en T
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g R
oad
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port
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osi
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di A
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o Lt
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ub
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e p
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men
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s an
ue r
cert
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tes
Act
ive
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tion
co
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App
lus
Chi
na C
Ltd
o.,
Roo
m 1
304
, Sh
kan
g L
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hi B
uild
ing
No.
73
8 S
han
g C
hen
eng
g
Roa
d P
udo
Sha
ngh
ai P
RC
, 20
012
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hina
).
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Pro
visi
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sult
ing
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role
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inee
ring
chn
ical
, te
on
con
um
sult
atio
n of
cha
nica
l en
gine
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ultin
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bu
sine
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g a
ons
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t
man
age
men
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ive
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Ow
ship
inte
ner
Gro
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ld b
rest
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ies:
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pan
Nam
e
Reg
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Lin
f bu
sin
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ess
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ive
/ In
act
ive
Dire
ct
Ind
irec
t
Met
hod
ed
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unt
us
cco
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inv
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nt
me
(Th
nd)
Com
App
lus
aila
y Li
mite
d
pan
412
, Su
khu
mvi
t 95
, Ba
Cha
k, P
hra
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g, B
kok
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260
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non
ang
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nd)
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Pro
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l se
rvic
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100
Full
lida
tion
co
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Vel
osi
Cor
ate
Ser
vice
s S
dn
Bhd
por
No.
15
2-3
-18
A,
Kom
plek
s M
alur
i, J
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jaka
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alur
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00
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la L
ur (
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ia).
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ays
Pro
visi
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al m
ent
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rdin
atio
on o
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ana
gem
ss p
coo
n,
ate
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l m
ent
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Act
ive
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tion
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nso
Vel
osi
Inte
tion
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Hol
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Co
rna
mpa
ny
BSC
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Offi
No.
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uild
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1
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Hol
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of c
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nd
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ustr
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mpa
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gro
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mer
serv
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pan
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ive
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tion
co
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Vel
osi
Cer
tific
atio
n S
ices
LL
C
erv
# 2
01,
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ck B
, Ab
u D
hab
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sine
ss H
ub,
ICA
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afa
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O
uss
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ma
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Vel
osi
Cer
tific
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O.
ons
W.L
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Yaa
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ll, A
l Fa
hah
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Al
Dab
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g#
11,
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ulta
ustr
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Act
ive
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tion
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nso
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a V
elos
i Ma
ndir
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Ged
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ite 1
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tan
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aka
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n 12
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Pro
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qua
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tion
co
nso
Vel
osi
Cer
tific
atio
n LL
C
Bui
ldin
g N
o 12
134
0, F
irst
Floo
r Ne
w S
alat
a, C
Rin
g R
oad
, P.
O. B
ox
340
8, D
(Q
r).
oha
ata
Pro
visi
of i
ecti
and
alys
is a
nd
tech
nica
l se
rvic
in t
he
on
nsp
on
an
es
a of
alifi
ed t
ech
nica
l job
are
qu
s
Act
ive
- 24% Full
lida
tion
co
nso
Vel
osi
Pro
mS
ice
LLC
erv
Rus
sian
Fe
der
atio
n, 1
251
30,
Mos
, St
petr
ky p
d, 7
A,
cow
aro
ovs
roez
bld.
19
, off
ice
7 (R
ia).
uss
Pro
visi
of
lity
d c
rol,
l in
ctio
ont
on
qua
ass
ura
nce
an
gen
era
spe
n,
rosi
trol
and
vice
s fo
r th
pply
of
labo
r fo
r th
il an
d
cor
on
con
ser
e su
e o
ind
ustr
ies
gas
Act
ive
- 100
%
Full
lida
tion
co
nso
Vel
osi
LLC
Kur
ilsk
Str
., 3
8, 6
930
00
Yuz
hno
-Sa
kha
lins
k, S
akh
alin
Re
gion
aya
,
(Ru
ssia
).
Hol
ding
Co
mpa
ny
Act
ive
- 100
%
Full
lida
tion
co
nso
Vel
osi
Bah
rain
WL
L
Flat
11
, Bu
ildin
g 1
033
, R
oad
37
21,
Blo
ck
337
, M
/ U
MM
ena
ma
Alh
(Ba
hra
in).
ass
am
Pro
visi
of q
uali
ty c
ont
rol
and
sta
nda
rdiz
atio
rvic
indu
stria
l
on
n se
es,
insp
ecti
ices
d ge
al s
ices
on s
erv
an
ner
erv
Act
ive
- 100
%
Full
lida
tion
co
nso
Vel
osi
LLC
Blo
ck n
o 2
27
Ste
lla B
uild
ing,
Po
st B
ox 2
31
Ham
riya
. W
o 2
748
ay n
(Om
an)
Pro
visi
f ce
rtific
atio
ngin
ing
and
ins
tion
rvic
on o
n, e
eer
pec
se
es
Act
ive
- 50% Full
lida
tion
co
nso
C
App
lus
Kaz
akh
stan
LL
Bui
ldin
g #
31A
, A
kzh
al
lane
, A
tyra
Aty
Obl
ast,
0
600
02
rau
u,
(Ka
zak
shta
n).
f se
of in
fety
Pro
visi
rvic
es i
n th
dus
tria
l sa
on o
e a
rea
Act
ive
- 80% Full
lida
tion
co
nso
Vel
osi
(B)
Sdn
Bh
d
Lot
521
1, S
357
, Jln
Ma
ulan
a, K
A 2
931
Ku
ala
Bel
ait,
Neg
pg.
ara
Bru
nei
Dar
alam
(Br
i).
uss
une
Pro
visi
of q
uali
ty c
ont
rol a
nd e
ngin
ing
ices
for
the
oil
and
on
eer
serv
ind
ustr
ies
gas
Act
ive
- 30% Equ
ity m
etho
d
Vel
osi
Cer
tific
atio
n S
ices
LL
C
erv
17,
Chi
Stre
100
029
mke
nt
et,
Miro
bod
D
istri
ct,
T
ash
ken
t
(Uz
bek
ista
n).
of i
ifica
of
Pro
visi
ecti
cert
tion
nito
ring
d o
the
r ty
on
nsp
on,
, mo
an
pes
bus
ines
tivit
s ac
y
Act
ive
- 80% Full
lida
tion
co
nso
Vel
osi
Phi
lipp
ines
Inc
100
4, 1
0F,
Pa
gibi
g W
T T
r, C
ebu
Bu
sine
ss P
ark
, Ay
ala,
Ce
bu
owe
City
(Ph
ilipp
ines
).
Pro
visi
of i
ecti
lity
trol
rtific
atio
nd
bus
ines
on
nsp
on,
qua
con
, ce
n a
s
tsou
rcin
pro
ces
s ou
g
Act
ive
- 100
%
Full
lida
tion
co
nso
ea C
App
lus
Kor
o, L
td.
194
M
ngb
O
Ulju
Uls
yeo
ong
geo
nam
-ro,
nsa
n-e
up,
-gu
n,
an
(Re
pub
lic o
f Ko
).
rea
Pro
visi
f tra
inin
nd c
ultin
g fo
rvic
elat
ed t
o te
chn
ical
on o
g a
ons
r se
es r
inee
ring
, hi
ring
t of
d m
rials
d le
asin
f
ate
eng
-ou
ma
npo
wer
an
an
g o
pert
ies.
pro
Act
ive
- 100
%
Full
lida
tion
co
nso
Om
Insp
ecti
and
C
ertif
icat
ion
an
on
Ser
vice
s
P.O
. B
15,
Sou
th
Alk
hua
wir,
Ba
wsh
Mus
Gov
cat
te
ox
ar,
ern
ora
(Om
an)
Pro
visi
of n
des
tive
ting
rvic
es (
NDT
), e
nvir
l
truc
tes
enta
on
on-
se
onm
and
saf
ety
ices
(HS
E),
lity
trol
and
inee
ring
vice
serv
qua
con
eng
ser
s.
Act
ive
- 50% Full
lida
tion
co
nso
App
lus
Jap
KK
an
Yam
hi B
uild
ing
3F
3-2
4-8
Nis
hi S
him
bas
hi,
Min
ato-
ku,
Tok
auc
yo
(Jap
an)
Pro
visi
f qu
ality
d in
ctio
rvic
NDT
tes
ts
on o
an
spe
n se
es,
man
pow
er,
and
ind
ustr
ial c
ultin
ons
g
Act
ive
- 100
%
Full
lida
tion
co
nso
Ow
ship
inte
he
ld b
rest
ner
y
Gro
ies:
up c
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
act
ive
Dire
ct
Ind
irec
t
Met
hod
ed
to a
unt
us
cco
the
inv
est
nt
me
App
lus
Sen
l SU
RL
ega
Alm
adie
rout
e d
e N
, im
ble
SIA
, 1
4er
ét
, D
aka
s,
gor
meu
age
r
(Se
al)
neg
Pro
vide
lity
and
lity
trol
ices
to t
he o
il an
d
qua
ass
ura
nce
qua
con
serv
ind
ustr
y in
Se
al a
nd i
n th
e C
DEA
O
gas
neg
Act
ive
- 100
%
Full
lida
tion
co
nso
Soi
l an
d F
dat
ion
Com
y Li
mite
d
oun
pan
Jed
dah
. Al
Fa
isal
liya
h D
istri
ct.
Sar
i St
t. B
uild
ing
Num
ber
296
9
ree
(Sa
udi
Ara
biaí
)
Soi
l in
tiga
tion
ate
rial
test
ing,
de
wat
erin
iron
tal
ves
, m
g,
env
men
ing,
hy
dro
logy
dies
arin
tud
ies,
bing
d g
ing,
test
stu
rout
, m
e s
pro
an
stru
ctur
al e
valu
atio
d ge
oph
ysic
al s
tudy
n an
Act
ive
- 74% Full
lida
tion
co
nso
Geo
tech
nica
l
and
Env
iron
tal
men
Com
y Li
mite
d
pan
Riya
dh.
Kin
g A
bdu
lazi
z D
istri
ct.
Sal
ah
Ald
Al
Ay
oub
i St
reet
een
(Sa
udi
Ara
bia)
Soi
l in
tiga
tion
ate
rial
test
ing,
de
wat
erin
iron
tal
ves
, m
g,
env
men
ing,
hy
dro
logy
dies
arin
tud
ies,
bing
d g
ing,
test
stu
rout
, m
e s
pro
an
stru
ctur
al e
valu
atio
d ge
oph
ysic
al s
tudy
n an
Act
ive
- 74% Full
lida
tion
co
nso
Soi
l an
d F
dat
ion
Com
y L
imit
ed
oun
pan
Egy
pt
Villa
7, B
lock
8, S
tree
t9, A
l Tij
arie
n C
ity,
Mok
atta
m, C
airo
(Eg
ypt)
Soi
l in
tiga
tion
ate
rial
test
ing,
de
wat
erin
iron
tal
ves
, m
g,
env
men
test
ing,
hy
dro
logy
stu
dies
arin
tud
ies,
bing
d g
rout
ing,
, m
e s
pro
an
stru
ctur
al e
valu
atio
d ge
oph
ysic
al s
tudy
n an
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Ste
el T
est
(Pty
) Lt
d
28
Sen
ato
r R
ood
Ro
ad,
193
9 V
enig
ing
(Re
pub
lic
of S
out
h
ere
Afri
ca)
Pip
nd s
tee
l thi
cke
test
ing
e a
ner
Act
ive
- 75% Full
lida
tion
co
nso
App
lus
Vel
osi
(Gh
) Lt
d
ana
2nd
Flo
Des
ign
Hou
Rin
g R
oad
Ea
st, A
(G
han
a).
or,
se,
ccra
Pro
visi
f ins
tion
ality
l an
d ce
rtific
atio
rvic
ntro
on o
pec
, qu
co
n se
es
Act
ive
- 49% Full
lida
tion
co
nso
Vel
osi
Sup
erin
tend
end
Nig
eria
Ltd
3A
Ala
bi S
tree
t, O
ff T
oyin
Str
eet
, Ike
ja -
La
(N
iger
ia).
gos
of
(q
Pro
visi
ices
uali
ty
d c
ont
rol,
l
on
serv
ass
ura
nce
an
gen
era
insp
ecti
rosi
ont
rol a
nd s
ly o
f lab
or)
for
the
oil a
nd g
on,
cor
on c
upp
as
indu
strie
s
Act
ive
- 30% Full
lida
tion
co
nso
App
lus
Vel
osi
SA
(Pty
) Lt
d
128
Se
r R
ood
Ro
ad,
193
9 V
enig
ing
(Re
pub
lic
of S
h
nato
out
ere
Afri
ca)
Pro
visi
of s
ices
late
d w
ith
the
lity
of t
he
oil
and
on
erv
re
qua
ga
s
indu
strie
s
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Egy
pt, L
LC
9, E
l-Ba
traw
y S
t., E
ntra
2,
Gen
Ma
ll B
uild
ing,
Al
Man
teq
ah
nce
ana
Al O
sr C
Cai
ro(E
t)
ula,
Na
ity,
gyp
of e
Pro
visi
ngin
ing
sult
y in
the
oil
tor,
the
ritim
on
eer
con
anc
sec
ma
e
bus
ines
atio
nd
min
ing,
ll as
nt
s, p
owe
r ge
ner
n a
as
we
ma
nag
eme
sult
ing
con
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Ang
ola,
Ld
a.
Con
dom
inio
Mi
rant
de
Tal
ato
Rua
da
s A
các
ias,
B13
es
na,
ca
sa
,
(An
).
Lua
nda
gola
of q
f
Pro
visi
uali
ty a
and
ntro
l, in
ctio
ly o
on
ssu
ran
ce
co
spe
n, s
upp
tech
nica
l ma
rtific
atio
nd
cial
ized
rvic
in N
DT
npo
wer
, ce
n a
spe
se
es
and
gine
erin
en
g.
Act
ive
- 49% Full
lida
tion
co
nso
App
lus
Indi
a P
riva
te L
imit
ed
#40
2, V
ijay
sri N
ivas
, Pr
aka
sh
Nag
Beg
et,
Hyd
bad
– 5
00
ar,
ump
era
016
. Te
lena
a (I
ndia
)
gan
Pro
visi
f lab
ly s
ices
for
the
oil
and
s in
dus
tries
on o
or s
upp
erv
ga
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Moz
biqu
e L
imit
ada
am
Pau
lo S
uel
Kan
kho
mba
Av
umb
er 3
,37
1, M
to C
ity
am
enu
e, n
apu
(Mo
biqu
e).
zam
of c
Pro
visi
ultin
nd t
ech
nica
l as
sist
rvic
in th
il
on
ons
g a
anc
e se
es
e o
and
s in
dus
rvic
NDT
ecia
lize
d te
try,
sts,
ga
man
po
wer
se
es,
sp
trols
d q
uali
ty i
ecti
d p
rovi
sion
of
et i
nteg
rity
con
an
nsp
ons
an
ass
ices
serv
Act
ive
- 49% Full
lida
tion
co
nso
K2
Do
Bra
sil S
ices
Ltd
erv
a
Ave
nida
No
Se
nho
ra d
a G
loria
, 2.6
43,
Cav
alei
, Ma
- R
J,
ssa
ros
cae
CE
P27
920
-36
0, M
e (B
razi
l).
aca
Pro
visi
of u
pda
ting
pair
odif
icat
ion
and
ntro
l of
hor
on
, re
, m
co
ons
e
and
off
sho
il fa
cilit
ies,
ins
tion
d d
lopm
of d
esig
ent
re o
pec
an
eve
n
ices
fact
of c
ents
d m
ach
iner
truc
ture
serv
, m
anu
ure
om
pon
an
y s
s
and
ply
of q
uali
fied
lab
sup
or
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Am
eric
a L
LC
3 S
r Cr
eek
Ce
nter
Blv
d. S
uite
600
Su
La
nd,
TX
774
78 (
USA
)
uga
gar
Pro
visi
f lab
ly s
ices
for
the
oil
and
s in
dus
tries
on o
or s
upp
erv
ga
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Can
ada
Ltd
260
0 M
life
Pla
101
80 -
10
1st
Stre
et,
Edm
onto
n, A
B T
5J 3
Y2
anu
ce
(Ca
a)
nad
Pro
visi
f lab
ly s
ices
for
the
oil
and
s in
dus
tries
on o
or s
upp
erv
ga
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
K2
Am
eric
a, L
LC
3 S
r C
k C
ente
r B
lvd.
Su
ite
600
Su
La
nd,
TX
774
78
uga
ree
gar
(US
A).
Pro
vidi
solu
tion
s fo
nd
f dr
illin
g ri
and
rato
ng
r ow
ner
s a
ope
rs o
gs
FPS
O
in
Am
eric
incl
udin
g i
ecti
ices
pair
nd
a,
nsp
on
serv
, re
a
mai
nten
truc
tura
l de
sign
d a
naly
sis
and
tra
inin
rvic
anc
e, s
an
g se
es
Act
ive
- 100
%
Full
lida
tion
co
nso

Note: the % of ownership of the Group companies reported corresponds to the legal interest.

Appendix II - Out of the scope of consolidation

Ow
ship
inte
ner
Gro
up c
rest
he
ld b
y
ies:
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
act
ive
Dire
ct
Ind
irec
t
App
lus
RTD
Ce
rtific
atio
n, B
.V.
Del
ftwe
g 14
4, 3
046
NC
Ro
tter
dam
(Th
e N
ethe
rlan
ds)
Cer
tific
atio
rvic
n se
es
Inac
tive
- 100
%
Slo
RTD
vak
ia, s
.r.o
Vlč
, 82
4 1
2, B
, (S
kia)
ie h
rdlo
ratis
lava
lova
Cer
tific
atio
rvic
es t
hro
ugh
n-d
estr
ucti
ve t
esti
n se
no
ng
Inac
tive
- 100
%
AP
P M
ent
, S.
de
R.L
. de
C.V
ana
gem
Blvd
. M
el A
vila
Ca
ho
184
, Pi
so 4
-A,
Col
. Re
form
a S
ocia
l,
anu
mac
C.P
. 11
650

xico
D.F
. (M
exic
o)
Pro
visi
of
prof
iona
l, te
chn
ical
dm
inis
ive
and
hu
trat
on
ess
, a
man
rvic
reso
urce
s se
es
Inac
tive
- 100
%
App
lus
Lab
torie
s, A
S.
ora
Lan
ra 1
1, 4
344
Br
(No
y)
gmy
yne
rwa
Cer
tific
atio
n
Act
ive
- 95%
Inge
log
Gua
tem
ala
Con
sult
de
ore
s
Inge
nier
ía y
Sis
S.A
tem
as,
Ciu
dad
de
Gua
tem
ala
(Gu
ate
mal
a)
Cou
ling
d c
ultin
ices
in
the
of e
ngin
ing,
nse
an
ons
g s
erv
are
as
eer
infra
nvir
stru
ctur
ent
, etc
e, e
onm
Inac
tive
- 100
%
App
lus
Tan
ia L
imit
ed
zan
Kim
y A
Msa
i, T
irdo
C
plex
, D
Es
Sal
wer
ven
ue,
san
om
ar
aam
(Ta
nia)
nza
Pro
visi
of s
ices
, tra
inin
nd c
ultin
g, i
nclu
ding
tho
ugh
t
on
erv
g a
ons
no
limi
ted
insp
ecti
ing,
erif
icat
ion,
N
DT
ices
to
test
on,
v
serv
,
mai
nten
nd
tech
nica
l a
ssis
tan
for
the
indu
stria
l a
nd
anc
e a
ce
stru
ctio
ecto
nd
rela
ted
wel
l as
the
lting
con
n s
rs a
are
as,
as
co
nsu
acti
vitie
s fo
r bu
sine
nd m
ent
ss a
ana
gem
Inac
tive
- 75%
Idia
da
Hom
olog
atio
n T
ech
nica
l Se
rvic
e,
S.L
.U.
s/n
10 S
Oli
(Sp
ain)
L'A
lbor
437
anta
Ta
nar
va -
rrag
ona
rtific
Eng
inee
ring
, tes
ting
d ce
atio
an
n
Inac
tive
- 80%
CTA
G
- I
diad
Saf
ety
Tec
hno
logy
a
Ger
y, G
mbH
man
fred
er-S
traß
(Ge
ny)
Man
-Ho
chs
tatt
e 2
, 85
055
Ing
olst
adt
rma
rtific
Eng
inee
ring
, tes
ting
d ce
atio
an
n
Inac
tive
- 40%
Cen
Cap
ació
n, S
App
lus
tro
de
acit
.A.
º64
9, S
Chi
le (C
)
Agu
stin
as N
0, P
iso
ant
iago
de
hile
f tra
Pro
visi
inin
rvic
on o
g se
es
Inac
tive
- 95%
Vel
osi
Tur
kme
nist
an
Ash
gab
at C
ity,
Kop
etda
g D
istri
ct, T
urkm
enb
ash
y, A
No.
54
ven
ue,
(Tu
rkm
enis
tan
).
of
No
line
bus
ines
s
Inac
tive
- %
100
Vel
osi
Pla
nt D
esig
n E
ngin
s S
dn
Bhd
eer
No.
15
2-3
-18
A,
Kom
plek
s M
alur
i, J
alan
Je
jaka
, T
n M
alur
i,
ama
551
00
Kua
la L
ur (
Mal
ia).
ump
ays
Pro
visi
f co
ltan
nd e
ngin
ing
ices
for
the
de
sign
of
on o
nsu
cy a
eer
serv
plan
ts,
stru
ctio
nd
inee
ring
d th
e in
tme
nt t
hat
they
con
n a
eng
an
ves
pos
ses
s
Inac
tive
- 100
%
Vel
osi
Ene
Con
sult
Sd
n B
hd
ants
rgy
No.
15
2-3
-18
A,
Kom
plek
s M
alur
i, J
alan
Je
jaka
, T
n M
alur
i,
ama
ur (
ia).
551
00
Kua
la L
Mal
ump
ays
Pro
visi
of c
ulta
rvic
es f
ll en
gine
erin
ctiv
ities
d
on
ons
ncy
se
or a
g a
an
the
ply
of lo
cal
and
for
eign
pert
s fo
r th
ratio
n of
oil
and
sup
ex
e g
ene
arin
atio
inin
nd
all
othe
gas
en
erg
y, m
e, e
ner
gy
con
serv
n, m
g a
r
of
indu
strie
toge
the
ith
the
inee
ring
d m
aint
s,
r w
eng
an
ena
nce
refin
ing
sels
, oil
pla
tfor
pla
tfor
hem
ical
pla
and
troc
nts
ves
ms,
ms,
pe
the
ply
of q
uali
fied
lab
sup
or
Inac
tive
- 100
%
Vel
osi
Sia
m C
o Lt
d
412
, Su
khu
mvi
t 95
, Ba
Cha
k, P
hra
Kha
g, B
kok
10
260
ng
non
ang
(Th
aila
nd)
Hol
ding
com
pan
y
Inac
tive
- 100
%
Vel
osi
Qua
lity
Man
t
age
men
Inte
rnat
iona
l LL
C
Uni
t 20
1, 2
nd
floo
r, E
r Bu
sine
ss P
ark
4, S
heik
h Z
d R
oad
maa
aye
,
The
Gr
s, P
O B
ox 3
372
01,
Dub
ai (
Uni
ted
Ara
b E
mira
tes)
een
Pro
visi
of
cert
ifica
tion
ngin
ing
and
in
ctio
hor
on
, e
eer
spe
n,
ons
e
and
/or
offs
hor
rvic
e se
es
Act
ive
- 49%
Vel
osi
CB
L (M
) Sd
n B
hd
C/o
A
GL
Man
t A
ciat
Sdn
B
hd,
No.
15
2-3
-18
A,
age
men
sso
es
Kom
plek
s M
alur
i, Ja
lan
Jeja
ka,
Tam
an M
alur
i, 55
100
Ku
ala
Lum
pur
(Ma
lays
ia).
Pro
visi
f eq
uipm
ent
insp
ecti
ices
on o
on s
erv
Inac
tive
- 100
%

Ownership interest held by

Gro
up c
ies:
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
act
ive
Dire
ct
Ind
irec
t
Vel
osi
Ukr
aine
LL
C
5A
Pite
rska
Str
eet
, 03
087
Ky
iv (U
krai
ne)
Pro
visi
f au
xila
ices
in t
he o
il an
d na
tura
l ga
s in
dus
trie
on o
ry s
erv
s
Inac
tive
- 100
%
Dijla
& F
t Qu
ality
As
, LL
C.
ura
sura
nce
Ram
ada
n A
, Di
stric
t 62
3-S
, No
.1,
Bag
hda
d (I
).
rea
raq
Pro
visi
f qu
ality
trol
and
tra
inin
rvic
on o
con
g se
es
Inac
tive
- 100
%
Vel
osi
Ser
vice
s L.
L.C
. (R
ia)
uss
Kom
istic
hes
ky
32,
suit
e 6
10,
Yuz
hno
-Sa
kha
lins
k,
ct,
mun
pro
spe
Sak
hali
n R
egio
n (R
ia).
uss
No
line
of
bus
ines
s
Inac
tive
- 100
%
Pre
cisi
for
Eng
inee
ring
S
ices
on
erv
,
Pro
ject
Man
t,
Voc
atio
nal
age
men
Tra
inin
d Im
atio
n of
Ma
n P
port
g an
owe
r,
LLC
Al-S
ham
asiy
ah D
istri
ct S
ecti
on N
o. 3
16 S
tree
t 15
hou
se 3
7 1
, Ba
sra
(Ira
q)
Buy
, le
ship
of
al p
erty
, in
telle
ctua
l pr
rty
ase
, ow
ner
per
son
rop
ope
and
the
le o
f sa
id g
ood
sa
s
Inac
tive
- 100
%
Vel
osi
Uga
nda
LT
D
3rd
Flo
Rwe
ri H
e, P
lot
1, L
mba
Av
e, P
O B
or,
nzo
ous
umu
enu
ox
103
14 K
pala
(Ug
and
a).
am
Pro
visi
f bu
sine
ultin
nd m
ent
ices
on o
ss c
ons
g a
ana
gem
serv
Inac
tive
- 100
%
Vel
osi
Gab
(SA
RL)
on
Cité
Sh
ell,
Por
t-G
il in
Ga
bon
, BP
: 2 2
67
(Ga
bon
).
ent
Pro
visi
of s
rity
and
viro
ntal
rvic
(HS
E),
lity
on
ecu
en
nme
se
es
qua
trol
and
gine
erin
g in
the
oil
and
ctor
con
en
ga
s se
Inac
tive
- 75%
Vel
osi
Moz
biqu
e L
DA
am
Ave
nida
Kim
Il S
, 96
1 -
Bai
Som
shie
ld -
Dist
rito
Urb
ung
rro
mer
ano
1, M
to C
idad
e (M
mbi
).
apu
oza
que
Pro
visi
f co
ltan
ices
and
tec
hnic
al a
ssis
tan
ce i
n th
e oi
l
on o
nsu
cy s
erv
and
s i
ndu
strie
h a
s l
abo
r fo
ices
nd
othe
ga
s,
suc
rce
serv
, a
r
cial
ized
rvic
in
-de
stru
ctiv
e t
rials
ont
rols
uali
ty
spe
se
es
non
, c
, q
insp
ecti
d as
set
inte
grity
ons
an
Inac
tive
- 74%
App
lus
Vel
osi
Ken
ya L
imit
ed
floo
e O
ff D
3rd
r, K
igan
jo H
e, R
Av
enis
Pri
tt R
oad
L.R
No
ous
ose
enu
1/18
70,
Nai
rob
i P.
O.B
ox 5
071
9 -
002
00,
Nai
rob
i (K
a).
eny
Ser
vice
f pr
ovis
ion
of q
uali
ty c
ont
rol,
tech
nica
l en
gine
erin
f
s o
g o
ertif
labo
nd
sult
ing,
No
n D
estr
ucti
Tes
ting
d c
icat
ion,
r a
con
ve
an
elec
trica
l in
ctio
ngin
ing
and
ojec
and
t m
ent
spe
n, e
eer
pr
ana
gem
isio
n of
stru
ctio
rvic
sup
erv
con
n se
es
Inac
tive
- 100
%
Vel
osi
Do
Bra
sil L
tda
Pra
ia D
o F
lam
o 3
12,
9 A
nda
r Pa
rte
Flam
Rio
De
Ja
neir
eng
eng
o,
o
(Bra
zil).
No
line
of
bus
ines
s
Inac
tive
- 98%
QA
Ma
nt S
ices
Pty
Ltd
nag
eme
erv
Uni
t 9,
78
3 K
ings
ford
Sm
ith
Driv
e, E
agle
Fa
Que
land
40
09
rm,
ens
(Au
lia)
stra
Pro
visi
of
lity
rvic
h a
orld
wid
on
qua
ass
ura
nce
se
es,
suc
s w
e
insp
ecti
and
IS
O
900
0 Q
uali
ty
Man
t C
ulta
on
age
men
ons
ncy
,
oftw
trai
ning
uali
ty c
ont
rol s
kag
nd s
ializ
ed
co
urse
s, q
are
pac
es a
pec
labo
rvic
r se
es
Inac
tive
- 100
%
Jan
x In
teg
rity
Gro
Inc.
up
3 S
r Cr
eek
Ce
nter
Blv
d. S
uite
600
Su
La
nd,
TX
774
78 (
USA
)
uga
gar
No
line
of
bus
ines
s
Inac
tive
- 100
%
Vel
osi
Asi
a K
ish
(Ira
n)
No.
7, S
nd F
loor
, Blo
ck B
28,
Par
s C
cial
Co
mpl
Sou
th-
eco
om
mer
ex,
We
st o
f th
e P
ort
Are
a (I
).
ran
No
line
of
bus
ines
s
Inac
tive
- 97%
Vel
osi
Jors
Sdn
Bh
d (B
ei)
on
run
LOT
52
11.
Sim
g 3
293
1,
57,
Jala
n M
aula
Kua
la B
elai
t KA
pan
na,
Bru
nei
Dar
alam
(Br
i).
uss
une
of n
(ND
T),
Pro
visi
des
truc
tive
tes
ting
rvic
tech
nolo
gica
l
on
on-
se
es
dev
elop
t, tr
form
atio
d te
chn
ical
sult
ing.
men
ans
n an
con
Act
ive
- 15%

This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanish-language version prevails.

The Board of Directors of Applus Services, S.A., in compliance with the current mercantile legislation, have authorized for issue on February 23, 2023 the Financial Statements and Director's Report, which include the nonfinancial information statement and the Annual Corporate Governance Report for 2022, in accordance with the formatting and markup established Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation"). The aforementioned Financial Statements and Director's Report are integrated in the digital file with the 5DF945B8100A034647CCCC77760BD126D37325D3E8645B75EF48E6A9B69C4A59 hash code included in the file with number 213800M9XCA6NR98E873-2022-12-31-es.

The members of the Board of Directors declare signed, through this Diligence, the aforementioned Financial Statements and Directors' Report for 2022. They have been authorized for issue unanimously, awaiting on the auditors' verification and subsequent approval by the Parent's Annual General Meeting.

Barcelona, 23 February 2023

Chairman Director

Mr. Christopher Cole Mr. Ernesto Gerardo Mata López

Director Director

Mr. Joan Amigó i Casas Mr. Nicolás Villén Jiménez

Ms. Maria Cristina Henríquez de Luna Basagoiti Ms. Maria José Esteruelas Aguirre Director Director

Director Director

Ms.. Essimari Kairisto Ms. Marie-Françoise Madeleine Damesin

Mr. Brendan Wynne Derek Connolly Director

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