Prosegur Compania De Seguridad SaBME: PSG

Individual Annual Accounts and Management Report Prosegur 2025

· Issued by Prosegur Compania De Seguridad SA

Audit Report on Annual Accounts issued by an Independent Auditor

PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A.

Annual Accounts and Director' Report for the year ended

December 31, 2025







Ernst & Young, S.L.

C/ Raimundo Fernández Villaverde, 65 28003 Madrid

Tel: 902 365 456

Fax: 915 727 238

ey.com

AUDIT REPORT ON ANNUAL ACCOUNTS ISSUED BY AN INDEPENDENT AUDITOR

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

To the shareholders of PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A.:

Report on the annual accounts Opinion

We have audited the annual accounts of PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. (the Company), which comprise the balance sheet as at December 31, 2025, the income statement, the statement of changes in equity, the cash flow statement, and the notes thereto for the year then ended.

In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company as at December 31, 2025 and of its financial performance and its cash flows for the year then ended in accordance with the applicable regulatory framework for financial information in Spain (identified in Note 2 to the accompanying annual accounts) and, specifically, the accounting principles and criteria contained therein.

Basis for opinion

We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the annual accounts section of our report.

We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the annual accounts in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.

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

Domicilio Social: Calle de Raimundo Fernández Villaverde, 65. 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, 8.130 de la sección 3adel Libro de Sociedades, folio 68, hoja nº 87.690-1, inscripción 1a. C.I.F. B-78970506.

Key audit matters

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

Valuation of long-term investments in group companies and associates

Description As of December 31, 2025, the Company has long-term investments in group and associated companies recorded in non-current assets amounting to 1.660 million euros, representing 88% of total assets.

The Company's Management evaluates at least annually for any indications of impairment and makes the necessary value adjustments whenever there is objective evidence that the book value of an investment will not be recoverable, with the amount of the value adjustment being the difference between its book value and the recoverable amount.

The determination of the recoverable amount requires complex estimates, which entails the application of judgments in the establishment of the assumptions considered by the Company's Management in relation to these estimates.

We have considered this area as a key audit matter in our audit due to the significance of the amounts involved and the inherent complexity in the estimation process for determining the recoverable amount of these investments.

Information related to the valuation rules applied by the Company's Management and the main assumptions used to determine the impairment of the value of long-term investments in group and associated companies is contained in Notes 25.4 and 9 of the attached annual accounts.

Our Response In relation to this area, our audit procedures include, among others, the following:

▶ Understand the process established by Company Management to determine impairment of the losses on long-term investments in group companies and associates and assessment of the design and implementation of relevant controls established in the process.

▶ Assessment of the analysis of impairment indicators of the long-term investments in group companies and associates carried out by Company's Management.

▶ Review of the recoverable amount estimated by the Company's Management when the net equity of the investee, adjusted if applicable for any latent capital gains existing at the valuation date, is used as evidence of such amount.

▶ Regarding the group companies and associates in Cash, Security, Cybersecurity and AVOS business lines, review of the models used by Company's Management, in collaboration with our valuation specialists, encompassing its mathematical coherence, reasonableness of the projected cash flows, discount and long-term growth rates, as well as the consistency of these models with the business plans approved by the Company's governing bodies. Throughout the performance of our work, we held interviews with those responsible for the preparation of the models and using renowned external sources and other available information to contrast the data.

▶ With respect to the group companies and associates in Alarms business line, review, in collaboration with our valuation specialists, the reasonableness of the judgments applied in the determination of the main assumptions considered for the fair value estimate, in particular, the recurrent monthly revenues per connection and the market multiples applied on such revenues, which was obtained based on the latest transactions observed.

▶ Review of the sensitivity analysis performed by Company's Management regarding the estimates performed in determining the recoverable amount in the event of changes in the relevant assumptions considered.

▶ Review disclosures included in the annual accounts in accordance with the applicable financial reporting framework.

Tax and legal provisions and contingencies

Description At December 31, 2025, the Company is involved in lawsuits of different nature, including tax claims as the head of the Spanish Tax Group within the Prosegur Group.

The assessment of the contingencies related to these lawsuits and claims and, when applicable, the valuation of possible related provisions, requires complex estimates to be made by Company's Management, which entails the application of judgements in determining the assumptions considered in relation to these estimates.

We have considered this area as a key audit matter, due to the complexity of the inherent judgements in assigning value to the main assumptions considered, and because changes in such judgements could result in material differences in the amounts recognised date, with a significant impact on the balance sheet and the income statement.

Disclosures for the recognition and valuation criteria, as well as the breakdown of these provisions and contingencies, which are recognised in the long term, are included in Notes 25.10, 14, 16 and 17 of the accompanying annual accounts.

Our Response In relation to this area, our audit procedures include, among others, the following:

▶ Understand the process established by Company's Management to estimate provisions and contingencies and assessment of the design and implementation of relevant control established in the process.

▶ Obtain confirmation letters from the internal and external legal and tax advisors of the Company, with their representation regarding the current status of the ongoing lawsuits and claims, as well as the assessment of the risk related to them.

▶ Involve our legal and tax specialists to analyze the reasonableness of the conclusions reached by Company's Management.

▶ Review disclosures included in the annual accounts in accordance with the applicable financial reporting framework.

Other information: directors' report

Other information refers exclusively to the 2025 directors' report, the preparation of which is the responsibility of the Company's directors and is not an integral part of the annual accounts.

Our audit opinion on the annual accounts does not cover the directors' report. Our responsibility for the directors' report, in conformity with prevailing audit regulations in Spain, entails:

  1. Checking only that the non-financial information, certain information included in the Annual Corporate Governance Report and the Annual Report on Remuneration of Directors, to which the Audit Law refers, was provided as stipulated by applicable regulations and, if not, disclose this fact.

  2. Assessing and reporting on the consistency of the remaining information included in the directors' report with the annual accounts, based on the knowledge of the entity obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact.

Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained in the directors' report is consistent with that provided in the 2025 annual accounts and its content and presentation are in conformity with applicable regulations.

Responsibilities of the directors and the audit committee for the annual accounts

The directors are responsible for the preparation of the accompanying annual accounts so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, to the accompanying annual accounts, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

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

The audit committee is responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance about whether the annual accounts 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 prevailing audit regulations 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 annual accounts.

As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

▶ Identify and assess the risks of material misstatement of the annual accounts, 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 Company's internal control.

▶ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

▶ Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts 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 annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the audit committee of the Company 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 audit committee of the entity with a statement that we have complied with ethical requirements related to independence, and to communicate with the audit committee all matters that may reasonably pose a threat to our independence, and where applicable, the safeguards adopted to eliminate or reduce the threat.

From the matters communicated with the audit committee of the Company, we determine those matters that were of most significance in the audit of the annual accounts 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.

Report on other legal and regulatory requirements European single electronic format

We have examined the digital file of the European single electronic format (ESEF) of PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. for the 2025 financial year, consisting of an XHTML file containing the annual accounts for the year, which will form part of the annual financial report.

The directors of PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. are responsible for submitting the annual financial report for the 2025 financial year, in accordance with the formatting requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation). In this regard, the Annual Corporate Governance Report and the Annual Report on Remuneration of Directors have been included by reference in the directors' report.

Our responsibility consists of examining the digital file prepared by the directors of the Company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the annual accounts included in the aforementioned digital file correspond in their entirety to those of the annual accounts that we have audited, and whether the annual accounts and the aforementioned file have been formatted, in all material respects, in accordance with the ESEF Regulation.

In our opinion, the digital file examined corresponds in its entirety to the audited annual accounts, which are presented, in all material respects, in accordance with the ESEF Regulation.

Additional report to the audit committee

The opinion expressed in this audit report is consistent with the additional report we issued to the audit committee of the Company on February 26, 2026.

Term of engagement

The Ordinary General Shareholders' Meeting held on June 7, 2023 appointed us as auditors for a period of four years, starting from the fiscal year ended on December 31, 2023.

Previously, we were appointed by the General Shareholders' Meeting for a period of three years and we have been performing the audit work uninterruptedly since the fiscal year ended December 31, 2020

ERNST & YOUNG, S.L.

(Registered in the Official Register of Auditors under No. S0530)

(Signature on the original in Spanish)

David Ruiz-Roso Moyano (Registered in the Official Register of Auditors under No. 18336)

February 26, 2026



Annual Accounts and Directors' Report at 31 December 2025

(Free translation for the original in Spanish. In the event of discrepancy, the Spanish-language version prevails).

Prosegur Compañía de Seguridad, S.A.

Table of contents

  1. INCOME STATEMENT FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024 3

  2. BALANCE SHEET AT 31 DECEMBER 2025 AND 2024 4

  3. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024 6

  4. STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024 8

  5. NOTES TO THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025 9

    1. General information 9

    2. Basis for Presentation 10

    3. Income and Expenses 16

    4. Finance profit/loss 18

    5. Profit/loss for the year 19

    6. Intangible assets 20

    7. Property, plant and equipment 22

    8. Analysis of financial instruments 24

    9. Investments in Group Companies, Jointly Controlled Companies and Associates 28

    10. Financial assets at fair value with changes in equity. 34

    11. Financial assets at cost or at amortised cost 35

    12. Cash and cash equivalents 36

    13. Share capital, share premium and own shares 37

    14. Provisions 40

    15. Financial liabilities at cost or at amortised cost 41

    16. Taxation 46

    17. Contingencies 51

    18. Commitments 52

    19. Other related party transactions 52

    20. Remuneration of the Board of Directors and Senior Management Personnel 62

    21. Employee Information 63

    22. Audit Fees 64

    23. Financial risk management 64

    24. Events after the reporting date 66

    25. Accounting principles 66

      1. Intangible assets 67

      2. Property, plant and equipment 67

      3. Impairment losses on non-financial assets 68

      4. Financial assets 68

      5. Cash and cash equivalents 72

      6. Equity 72

      7. Financial liabilities 72

      8. Current and deferred taxes 74

      9. Employee benefits 75

      10. Provisions and Contingent Liabilities 76

      11. Business combinations 76

      12. Revenue recognition 77

      13. Leases 79

      14. Foreign currency transactions 79

      15. Related party transactions 79

Appendix I - Investments in Group companies 81

Directors' Report for 2025 87

2

  1. ‌INCOME STATEMENT FOR THE YEARS ENDED 31

    DECEMBER 2025 AND 2024

    (Expressed in thousands of Euros)

    Note

    2025

    2024

    Net turnover

    3

    121,267

    116,651

    Dividend received

    3 and 19

    64,646

    70,134

    Loan interest received

    3 and 19

    4,840

    4,559

    Provision of services

    3 and 19

    51,781

    41,958

    Supplies

    (37)

    (51)

    Consumption of raw materials and other consumables

    (37)

    (51)

    Other operating income

    1,434

    504

    Non-core and other operating revenues

    1,434

    504

    Personnel Expenses

    3

    (6,921)

    (6,861)

    Wages, salaries and similar charges

    (5,968)

    (5,952)

    Social security obligations

    (953)

    (909)

    Other operating expenses

    (11,529)

    (13,109)

    External services

    3

    (10,519)

    (11,787)

    Taxes

    (175)

    (358)

    Other ordinary expenses

    (835)

    (964)

    Fixed assets deterioration

    6 and 7

    (4,641)

    (4,638)

    Impairment and profit/loss for disposal of fixed assets

    9

    (14)

    -

    Profit/loss on disposals and other operations

    (14)

    -

    Impairment and profit/loss on disposal of financial instruments

    9

    88,259

    (8,672)

    Impairments and Losses

    101,281

    (8,757)

    Profit/loss on disposals and other operations

    (13,022)

    85

    Other profit/loss

    3 and 14

    (4,758)

    (1,710)

    OPERATING PROFIT/LOSS

    183,060

    82,114

    Finance income

    4

    3,078

    2,206

    Third parties

    3,078

    2,206

    Finance expenses

    4

    (26,885)

    (29,780)

    From payables to Group companies and associates

    4 and 19

    (3,465)

    (3,348)

    From payables to third parties

    (23,420)

    (26,432)

    Exchange differences

    4

    (5,307)

    3,740

    FINANCE PROFIT/LOSS

    (29,114)

    (23,834)

    PROFIT/LOSS BEFORE TAX

    153,946

    58,280

    Income tax

    16

    (2,173)

    (3,927)

    PROFIT/LOSS FOR THE YEAR

    5

    151,773

    54,353

    The accompanying notes form an integral part of the Annual Accounts for 2025.

    3

  2. ‌BALANCE SHEET AT 31 DECEMBER 2025 AND 2024

    (Expressed in thousands of Euros)

    ASSETS Note 2025 2024

    NON-CURRENT ASSETS

    1,702,472

    1,642,394

    Intangible assets

    6

    4,967

    8,886

    Patents, licences, trademarks and others

    4,953

    8,872

    Other intangible assets

    14

    14

    Property, plant and equipment

    7

    7,817

    8,541

    Technical facilities and other property, plant and equipment

    7,817

    8,541

    Long-term investments in Group companies and associates

    1,659,933

    1,441,510

    Equity instrument

    9

    1,659,933

    1,441,510

    1,579

    156,143

    1,299

    155,863

    Long-term financial investments 8, 10 and 11

    Equity instrument 8, 10 and

    11

    Other financial assets 8 and 11 280 280

    Deferred tax assets 16 28,176 27,314

    CURRENT ASSETS

    180,064

    154,897

    Trade and other receivables

    31,004

    17,031

    Clients' receivables for sales and services

    8

    314

    545

    Clients, Group companies and associates

    8, 11 and

    27,002

    15,423

    19

    Miscellaneous receivables

    8 and 11

    146

    -

    Personnel

    8 and 11

    1

    2

    Current tax assets

    16

    3,519

    1,039

    Public entities, other receivables

    16

    22

    22

    Short-term investments in Group companies and associates

    8, 11 and

    142,045

    126,144

    19

    Loans to companies

    113,797

    93,781

    Other financial assets

    28,248

    32,363

    Short-term financial investments

    8 and 11

    1,250

    348

    Loans to companies

    348

    348

    Other financial assets

    902

    -

    Short-term deferrals

    51

    51

    Cash and cash equivalents

    12

    5,714

    11,323

    Cash and other cash equivalents

    5,714

    11,323

    TOTAL ASSETS

    1,882,536

    1,797,291

    The accompanying notes form an integral part of the Annual Accounts for 2025.

    (Expressed in thousands of Euros)

    EQUITY AND LIABILITIES

    Note

    2025

    2024

    EQUITY

    847,758

    794,702

    Shareholders' equity

    847,758

    779,121

    Subscribed capital

    13

    32,702

    32,702

    Registered capital

    32,702

    32,702

    Share premium

    13

    25,472

    25,472

    Reserves

    13

    714,082

    798,889

    Legal and statutory reserves

    6,540

    6,540

    Other reserves

    707,542

    792,349

    (Own shares and equity holdings)

    13

    (27,282)

    (27,882)

    Previous years' profit/loss

    (51,377)

    (105,730)

    (Previous years' losses)

    (51,377)

    (105,730)

    Profit/loss for the year

    5

    151,773

    54,353

    Other equity instruments

    13

    2,388

    1,317

    Value change adjustments

    10

    -

    15,581

    Assets at fair value with changes in equity

    -

    15,581

    NON-CURRENT LIABILITIES

    779,816

    835,008

    Long-term provisions

    14

    25,147

    31,561

    Obligations for long-term personnel benefits

    340

    221

    Other provisions

    24,807

    31,340

    Long-term debts

    8 and 15

    717,838

    764,328

    Debentures and other negotiable securities

    494,134

    494,134

    Bank borrowings

    223,704

    269,324

    Other financial liabilities

    -

    870

    Long-term payables to Group companies and associates

    8, 15 and

    19

    19,500

    22,000

    Deferred tax liabilities

    16

    17,331

    17,119

    CURRENT LIABILITIES

    254,962

    167,581

    Short-term provisions

    14

    73

    153

    Obligations for short-term personnel benefits

    73

    153

    Short-term debts

    8 and 15

    96,208

    45,098

    Debentures and other negotiable securities

    12,174

    11,353

    Bank borrowings

    82,235

    29,397

    Other financial liabilities

    1,799

    4,348

    Short-term payables to Group companies and associates

    8, 15 and

    19

    125,514

    107,037

    Trade and other payables

    33,167

    15,293

    Suppliers, Group companies and associates

    8, 15 and

    3,444

    2,467

    19

    Sundry accounts payable

    8 and 15

    3,759

    3,276

    Personnel (salaries payable)

    8 and 15

    1,031

    1,018

    Public entities, other payables

    16

    24,933

    8,532

    TOTAL EQUITY AND LIABILITIES 1,882,536

    1,797,291

    The accompanying notes form an integral part of the Annual Accounts for 2025.

  3. ‌STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 December 2025 AND 2024

    1. STATEMENT OF RECOGNISED INCOME AND EXPENSES

      (Expressed in thousands of Euros)

      Note

      2025

      2024

      Profit/loss in the income statement

      5

      151,773

      54,353

      Income and expenses passed on directly to the equity:

      I. For the valuation of financial instruments

      (15,581)

      16,214

      1. Financial assets at fair value with changes in equity

      10

      (15,581)

      16,214

      Total income and expenses passed on directly to the Equity

      (15,581)

      16,214

      Total comprehensive income and expenses

      136,192

      70,567

      The accompanying notes form an integral part of the Annual Accounts for 2025.

      2025 ANNUAL ACCOUNTS



    2. STATEMENT OF TOTAL CHANGES IN EQUITY

      32,702

      25,472

      7,406

      819,343

      55,000

      (29,681)

      (33,181)

      (72,549)

      -

      (633)

      803,879

      -

      -

      -

      -

      -

      -

      -

      54,353

      -

      16,214

      70,567

      -

      -

      -

      (83,008)

      -

      -

      (72,549)

      72,549

      -

      -

      (83,008)

      -

      -

      -

      (83,008)

      -

      -

      -

      -

      -

      -

      (83,008)

      -

      -

      -

      -

      -

      -

      (72,549)

      72,549

      -

      -

      -

      -

      -

      (866)

      56,014

      (55,000)

      1,799

      -

      -

      1,317

      -

      3,264

      -

      -

      -

      (399)

      -

      1,799

      -

      -

      1,317

      -

      2,717

      -

      -

      (866)

      56,413

      (55,000)

      -

      -

      -

      -

      -

      547

      32,702

      25,472

      6,540

      792,349

      -

      (27,882)

      (105,730)

      54,353

      1,317

      15,581

      794,702

      -

      -

      -

      -

      -

      -

      -

      151,773

      -

      (15,581)

      136,192

      -

      -

      -

      (86,823)

      -

      -

      54,353

      (54,353)

      -

      -

      (86,823)

      -

      -

      -

      (86,823)

      -

      -

      -

      -

      -

      -

      (86,823)

      -

      -

      -

      -

      -

      -

      54,353

      (54,353)

      -

      -

      -

      -

      -

      -

      2,016

      -

      600

      -

      -

      1,071

      -

      3,687

      -

      -

      -

      59

      -

      600

      -

      -

      1,071

      -

      1,730

      -

      -

      -

      1,957

      -

      -

      -

      -

      -

      -

      1,957

      32,702

      25,472

      6,540

      707,542

      -

      (27,282)

      (51,377)

      151,773

      2,388

      -

      847,758

      (Expressed in thousands of Euros)

      Share capital Share premium Legal Reserve Other Reserves Capitalisation reserve (Own shares and equity holdings) Previous years' profit/loss Profit/loss for the year Other equity instruments Value change TOTAL adjustments START OF FINANCIAL YEAR 2024 Total comprehensive income and expenses Operations with partners and owners

      (-) Dividend distribution

      Distribution of profit

      Other changes in equity Accrued share-based incentives Other changes BALANCE AT YEAR END 2024 Total comprehensive income and expenses Operations with partners and owners

      (-) Dividend distribution Distribution of profit

      Other changes in equity Accrued share-based incentives Other changes BALANCE AT YEAR END 2025 (Note 13) (Note 13) (Note 13) (Note 13) (Note 13) (Note 13 c) (Note 13 c) (Note 5) (Note 13) (Note 10)

      The accompanying notes form an integral part of the Annual Accounts for 2025.

  4. ‌STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

    (Expressed in thousands of Euros)

    Note

    2025

    2024

    CASH FLOWS FROM OPERATING ACTIVITIES

    Pre-tax financial year profit

    153,946

    58,280

    Adjustments made to profit/loss

    (124,834)

    (49,596)

    Fixed assets depreciation (+)

    6 and 7

    4,641

    4,638

    Impairment losses (+/-)

    (101,281)

    8,757

    Change in provisions (+/-)

    (6,327)

    (16,606)

    Profit/loss from fixed asset disposals and sale

    14

    -

    Profit/loss from disposal and sale of financial instruments (+/-)

    9

    13,022

    (85)

    Finance income (-)

    4

    (3,078)

    (2,206)

    Dividend received (-)

    3

    (64,646)

    (70,134)

    Finance expenses (+)

    4

    26,885

    29,780

    Exchange differences (+/-)

    4

    5,307

    (3,740)

    Other income and expenses (-/+)

    629

    -

    Changes in current capital

    4,645

    (562)

    Clients and other receivables (+/-)

    (10,762)

    2,083

    Other current assets (+/-)

    -

    (10)

    Trade and other payables (+/-)

    14,464

    (2,672)

    Other current liabilities (+/-)

    -

    (1,756)

    Other non-current assets and liabilities (+/-)

    943

    1,793

    Other cash flows from operating activities

    60,846

    68,827

    Interest payments (-)

    (708)

    (1,819)

    Dividend collection (+)

    64,646

    70,134

    Interest received (+)

    119

    75

    Income tax received/(paid) (+/-)

    (3,211)

    -

    Other payments (receipts) (+/-)

    -

    437

    Cash flows from operating activities

    94,603

    76,949

    CASH FLOWS FROM INVESTING ACTIVITIES

    Payments for investments (-)

    (19,242)

    (24,555)

    Group companies and associates

    9

    (19,167)

    (24,538)

    Intangible assets

    6

    (21)

    (1)

    Property, plant and equipment

    7

    (15)

    (16)

    Other financial assets

    10

    (39)

    -

    Collections from divestments (+) 22,577

    74,085

    Group companies and associates

    9

    22,005

    74,085

    Property, plant and equipment

    7

    24

    -

    Other financial assets

    548

    -

    Cash flows from investing activities

    3,335

    49,530

    CASH FLOWS FROM FINANCING ACTIVITIES

    Collections and payments for liability instruments

    (21,637)

    (58,396)

    Repayment and amortisation of

    (21,637)

    (58,396)

    Debentures and similar securities (-)

    (12,500)

    (12,500)

    Bank borrowings and other debts (-)

    (3,370)

    (10,885)

    Loans to Group companies and associates (-)

    (1,526)

    (32,131)

    Other payables (-)

    (4,241)

    (2,880)

    Dividends payable and remunerations from other equity instruments

    (81,910)

    (80,350)

    Dividends (-)

    (81,910)

    (80,350)

    Cash flows from financing activities

    (103,547)

    (138,746)

    NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

    (5,609)

    (12,267)

    Cash and equivalents at the beginning of the year

    12

    11,323

    23,590

    Cash and equivalents at the end of the year

    12

    5,714

    11,323

  5. ‌NOTES TO THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025

  1. ‌General information

    PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. (hereinafter the Company or Prosegur), the parent company of the Prosegur Group, has its registered offices at Calle Herberto Gut 12 in Madrid (previously at Calle Pajaritos 24, Madrid, until 31 July 2025). The Company was incorporated on 14 May 1976 and is entered in the Companies Registry of Madrid as the first inscription on page 32,805, section 3, sheet 22 of volume 4,237.

    The corporate purpose of the Company is described in article 2 of its Articles of Association, including the following services and activities:

    1. Security and the protection of goods, premises, shows, competitions and conventions.

    2. The protection of certain individuals subject to prior authorisation.

    3. The storage, safekeeping, counting and classification of coins and banknotes, deeds, securities and other items that require special protection due to their economic value, the expectations they generate or the associated risk, notwithstanding any activities inherent to financial entities.

    4. The transportation and distribution of the aforementioned objects using, where necessary, vehicles with characteristics regulated by the Spanish Ministry of Home Affairs to avoid confusion with those used by the armed forces or state security forces.

    5. The installation and maintenance of security equipment, devices and systems.

    6. The operation of centres in which alarm signals are received, verified, broadcast and reported to state security forces, as well as the provision of response services in circumstances that do not come under the state security forces.

    7. Planning of security activities and related advisory services.

    8. Security services and the protection of rural property by private security guards.

      The activities comprising the corporate purpose can also be performed indirectly by the Company, by means of the shareholding in other companies of an identical or similar corporate purpose.

      The services provided by the Prosegur Group are distributed mainly into the following business lines:

      • Security.

      • Cash.

      • Alarms.

      • Cybersecurity.

      • AVOS Services (Added-value outsourced services).

      From 2013 the Company segregated the private security business line in Spain to Prosegur España,

      S.L.U. resulting in the main activity of the Company now becoming the acquisition, holding, management and administration of securities and shares or any other form of representation of interest

      in the capital of entities that are resident and non-resident in Spain and of funding in investee companies; and the provision of services that are complementary or ancillary to the management of activities carried out by the investee companies.

      The Company's statutory activity does not include activities expressly restricted by law to entities that comply with special requirements not met by the Company, particularly financial brokerage activities that are restricted by financial legislation governing collective investment undertakings and the securities market law and supplementary provisions applicable to collective investment undertakings.

      At 31 December 2025, Prosegur Compañía de Seguridad, S.A. is controlled by Gubel, S.L., a company incorporated in Madrid which owns 65.09% (65.09% in 2024) of the Company's shares.

      Prosegur Compañía de Seguridad, S.A. is a public limited company that is listed on the Stock Exchanges of Madrid, Valencia, Bilbao and Barcelona whose shares are traded on the Spanish Stock-Exchange Interconnection System (SIBE).

      In accordance with prevailing legislation, Prosegur Compañía de Seguridad, S.A. is the parent of a group of companies (hereinafter the Group). In accordance with generally accepted accounting standards in Spain, Consolidated Annual Accounts must be prepared to present fairly the financial position of the Group, the results of operations and changes in its equity and cash flows. Details of investments in group companies, associates and jointly controlled companies are disclosed in Appendix I.

      The Directors prepare the Consolidated Annual Accounts of Prosegur Compañía de Seguridad, S.A., in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and approved by the European Commission Regulations in force at 31 December 2025. The Consolidated Annual Accounts were drawn up by the Board of Directors, together with these Individual Annual Accounts, on 26 February 2026 and are pending approval by the Shareholders General Meeting, after which they will be filed at the Companies Registry of Madrid.

      The Consolidated Annual Accounts of Prosegur Compañía de Seguridad, S.A. and its subsidiaries for 2025 present consolidated profit of EUR 140,141 thousand and consolidated equity of EUR 802,099 thousand (EUR 97,133 thousand and EUR 898,063 thousand respectively in 2024).

  2. ‌Basis for Presentation

    1. Fair image

      The annual accounts have been prepared on the basis of the Company's accounting records and are presented in accordance with corporate legislation in force and the standards set out in the Spanish General Chart of Accounts approved under Royal Decree 1514/2007, of 16 November and in the amendments to the Spanish General Chart of Accounts established by Royal Decree 1159/2010, of 17 September, and Royal Decree 602/2016, of 2 December, and the Royal Decree 1/2021, of 12 January, and also the publication of 13 February 2021 of the Accounting and Audit Institute (ICAC) resolution under which the standards are established for the accounting, valuation and drawing up of annual accounts for the recognition of revenue from the delivery of goods and rendering of services, in order to reflect a true and fair image of the equity, financial situation and profit/loss of the Company, as well as the veracity of the cash flows shown in the cash flow statement.

    2. Critical issues regarding the valuation and estimation of relevant uncertainties

      Preparation of the Annual Accounts requires the Company to make certain estimates and judgements concerning the future. These are evaluated constantly and based on historical experience and other

      factors, including expectations of future events that are considered reasonable under certain circumstances.

      Although estimates are calculated by the Company's Directors based on the best information available at year end, future events may require changes to these estimates in subsequent years. Any effect on the Annual Accounts of adjustments to be made in subsequent years would be recognised prospectively.

      The estimates and judgements that present significant risk of a material adjustment to the carrying amounts of assets and liabilities in the subsequent reporting period are as follows:

      Estimate of the recoverable value of investments in subsidiaries

      The Company carries out impairment testing on investments made in subsidiaries if there is any proof of value impairment. The calculation of impairment involves the comparison of the carrying amount of the investment with its recovery value, this being understood as the higher fair value less cost of sale and value in use. The Company generally uses cash flow discounting methods to calculate these values. The Company prepares the future cash flows before tax based on the most recent budgets approved by Management, the Strategic Plan 2026-2027, and future projected years. These budgets incorporate the best available estimates of income and expenses using past experience and future expectations, and future cash flows have been calculated by applying non-increasing estimated growth rates that do not exceed the average long-term growth rate. The key assumptions to determine the fair value less cost of sale and value in use include growth rates, average weighted rate of capital and tax rates (see Notes 9 and 25.4).

      The amount recoverable from shareholdings in companies of the Group is determined on the basis of two different calculation methods, according to the type of activity to which the Group's investee company belongs.

      The amount recoverable from the companies belonging to the Alarm business is calculated by its fair value and the amount recoverable from the companies belonging to the Cash, Security, Cybersecurity and AVOS businesses by their value in use.

      Fair value as a calculation method:

      With regard to the companies that belong to the Alarm business, given the type of business in which growth is based on the increase in costs for recruiting clients and that contracts are for a defined term, the Company did not consider it reasonable to calculate the value in use based on permanence and opted to use fair value, which is common in this type of business.

      To analyse the impairment of the Alarms companies, their fair value was used as the basis for the recoverable value, which was estimated according to the market multiples for the last transactions observed. The multiple used is 45 times the recurring monthly income per connection.

      Value in use as a method for calculation:

      The key operating assumptions used to calculate value in use for the various CGUs are based on Prosegur Group budgets for the following year and the strategic plan for subsequent years. Both the budget and the plan are approved by Management and calculated on the basis of past years' experience, adjusting for any deviations in other years. The current Strategic Plan includes the 2026 to 2027 period. The gross margin and sales projections, on which the value in use calculation is based, are calculated on the basis of macroeconomic growth in each of the countries, as well as profitability plans, geographic and business diversification, and the implementation of sustainable strategies, in order to optimise profit/loss and cash flows.

      Cash flows are discounted using a discount rate based on the weighted average cost of capital (WACC). The residual value of each CGU is generally calculated as perpetual income.

      The years following the strategic plan have been estimated based on the trend of each CGU in recent years, the macroeconomic situation of each country and the efficiency plans implemented.

      During the financial year 2025 all the geographies where the Company operates have had a solid growth in local currency of each country, mainly due to an inflationary macroeconomic situation that favours the cash management business, but also due to a maintained rhythm in consumption, the good acceptance of the commercial and operational proposals offered by Prosegur to its clients and a complicated geopolitical situation that favours the security business. This growth was also helped by positive developments in new products and the pass-through in trade flows of the impact of inflationary pressures.

      Details are given below for the items proposed for calculating the value in use and the key assumptions considered:

      • Revenue: the turnover for the projected period is estimated based on the business plans prepared by the Management. The perpetual figure is calculated based on long-term inflation estimates for each country. For the years after the strategic plan, year-on-year growth rates were estimated in association with macroeconomic data such as inflation and Gross Domestic Product published by the central bank of each country, ranging mainly between 2.4% and 10.7%, based on the price increase rate for each of the countries and each of the years and an estimated volume increase, except for countries such as Argentina where the estimated price increase rate is around 24.5% for 2026, 14% for 2027 and 10% on average for the rest of the projected years.

      • Gross Profit/Loss: based on efficiency plans defined by the Company, mainly the optimisation of client portfolios, using a method of cost-benefit analysis aimed at establishing threshold margins under which it is not considered viable to establish a business relationship with those clients. The Gross Margin is calculated as the total sales revenue of the Company less cost of sales, divided by total sales revenue, expressed as a percentage.

      • Adjusted EBITA: based on the average optimisation costs obtained in the past. It is calculated using the Company's net profit, before deducting interest, tax, depreciation and amortisation.

      • EBITDA, calculated on the basis of the operating profit/loss or EBIT, and adjusting the depreciation, amortisation and impairment of fixed assets, excluding the impairment of property, plant and equipment.

      • CAPEX: based primarily on plans to renew the fleet in accordance with its age and the armoured bases.

      • Working capital: based on optimising DSO or average collection period for receivables. The projection is based on sales growth, in accordance with the DSO determined in the strategic plan.

      • Tax: Tax estimates are calculated in accordance with the effective tax rate in each country and the expected profit/loss therein.

        The macroeconomic estimates used are obtained from external information sources.

        Provisions and contingencies

        The Company has made judgements and estimates in relation to the probability of risks liable to cause the recording of provisions, and the amount thereof, where appropriate, recording a provision only

        when the risk is considered probable, when they estimate the cost that said obligation would cause (Notes 18 and 25.10).

        Determination of fair values

        Certain Prosegur accounting policies and details require the determination of fair values for assets and liabilities, financial as well as non-financial (Notes 8 and 10).

        In determining the fair value of an asset or liability, Prosegur uses observable market data to the greatest extent possible. Fair values are classified into different levels of fair value on the basis of the input data used in the valuation techniques, as follows:

        • Level 1: quoted price (unadjusted) in active markets for identical assets or liabilities.

        • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

        • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

        If such input data that are used to measure the fair value of an asset or liability may be classified into different levels of fair value, the fair value measurement is classified in its entirety into the same level of fair value, corresponding to the significant input data level for the complete measurement presented by the lower Level.

        Prosegur recognises transfers among levels of fair value at the end of the period in which the change has taken place.

        The following Notes contain more information on the assumptions used in determining fair values:

        • Note 8: Analysis of financial instruments

        • Note 10: Financial assets at fair value with changes in equity.

        Going concern

        As of 31 December 2025, the Company has a negative working capital of EUR 74,898 thousand (EUR 12,684 thousand negative working capital at 31 December 2024). As indicated in Note 1, the Company is the head of the Prosegur Group, which at 31 December 2025 presented a positive working capital of EUR 2,674 thousand (EUR 196,710 thousand at 31 December 2024) in the Consolidated Annual Accounts. The Company also has the capacity to generate future cash flows via the management of its subsidiaries' dividends. Additionally, as of 31 December 2025, the Group presents a consolidated result attributable to Prosegur Compañía de Seguridad, S.A. as Parent Company of EUR 119,321 thousand (EUR 78,077 thousand at 31 December 2024). Finally, as indicated in Notes 21 and 24 of the Consolidated Annual Accounts of the Prosegur Group, at 31 December 2025, the Group companies had available treasury of EUR 1,180,348 thousand and had been granted undrawn additional financing of EUR 792,126 thousand (EUR 700,010 thousand and EUR 701,552 thousand as of 31 December 2024, respectively).

        Taking these facts into consideration, the Company's Directors have prepared these Annual Accounts on the ongoing management principle.

        Climate change, sustainability and the environment

        These individual annual accounts have been prepared taking into account the provisions of the informative document issued by the International Accounting Standards Board (IASB) in November 2020 and July 2023, which include information requirements in relation to climate change.

        In this regard, Prosegur continues to make progress in its efforts to integrate ESG (environmental, social and governance) criteria - three interrelated elements - into its corporate culture.

        In line with its commitments and the evolution of its business model, Prosegur has equipped itself with a robust internal structure. At the top, as the highest decision-making body, except in matters of exclusive competence of the Shareholders General Meeting, is the Board of Directors.

        The structure is completed by the Sustainability Committee and the Global Sustainability Department. The first, led by members of the Management Committee, defines objectives and action plans. And the second, reporting to the Senior Management, is a transversal department that coordinates and supervises the operation of all areas in environmental, social and corporate governance aspects.

        The actions implemented by Prosegur over the last five years in these areas have focused, primarily, on strengthening the environmental responsibility of Prosegur's services, creating decent and stable employment, training its workers, the health and security of its professional teams, respect for human rights, and rigorous compliance with regulations and good governance.

        Prosegur's main lines of action are detailed below:

      • Approval by the Board of Directors of a Sustainability Policy, most recently updated on 30 October 2024.

      • The Board of Directors has approved a range of corporate policies to define the principles and guidelines for actions within their respective domains, which are, where applicable, further elaborated into the Company's internal regulations. These include, among others:

      • An updated approval on 24 July 2024:

        • Anti-Corruption Policy;

        • Communication Policy

      • An updated approval on 30 October 2024:

        • Environmental Policy;

        • Working Conditions and Social Dialogue, and Combating Modern Slavery Policy.

        • Occupational Health and Safety Policy;

        • Inclusive Growth and Diversity Policy;

        • Human Rights Policy;

        • Purchasing Policy;

        • Compliance Policy.

      • Approval by the Board of Directors, at its meeting on 30 October 2024, of the Sustainability Master Plan 2024-2027, which covers, in environmental matters, energy transition and climate action, as well as pollution reduction and environmental preservation, in addition to the sustainable management of resources and waste. In this sense, the Company, among others, is increasing supplies of clean energy and energy optimisation, and is adapting its plant, property and equipment with others of low emissions.

      • Strategic penetration in the offer and development of new products, which do not require transportation and therefore reduce carbon dioxide emissions.

      • Development of projects to offset carbon dioxide emissions.

        In environmental matters, Prosegur is committed to reducing its emissions in the medium and long term. This is despite the fact that, as Prosegur's activities are focused primarily on the provision of services and not on transformation or manufacturing, they do not have a significant impact on the environment, nor do they act as an accelerator of climate change or a threat to biodiversity.

        In accordance with the regulatory obligations set out in the so-called "European Green Taxonomy", Prosegur is obligated to comply with said Taxonomy and to report the specific Key Performance Indicators on the eligibility and alignment of its activities. The percentages of eligibility, non-eligibility, alignment and non-alignment in accordance with Regulation (EU) 2020/852 are published annually in the Group's Directors' Report.

        Lastly, the Company believes that, as a consequence of the development of this commitment:

      • The useful life of tangible fixed assets will not be affected, since their accelerated replacement is not necessary;

      • No signs of impairment have been detected;

        For all of the above, at the time of preparing these annual accounts, there is no obligation that could give rise to an environmental provision.

        Geopolitical uncertainties

        Macroeconomic risks

        The instability caused by the Russian invasion of Ukraine in 2022 and the Middle East conflict that emerged in October 2023 triggered inflationary pressures. These were mitigated during 2024 through interest rate cuts and other measures adopted by central banks to encourage borrowing, spending, and investment.

        During 2025, the negative effects of protectionist policies announced by the United States for the rest of the world at the beginning of the year were cushioned by fiscal stimuli, lower-than-expected effective tariffs, and a strong increase in investment in artificial intelligence.

        However, the impact on the Company's individual financial statements has not been significant for these reasons:

      • The Company has no direct exposure in the geographical areas of the conflicts described, as it does not operate in these territories.

      • The Company continues to focus its efforts on offsetting these impacts through trade flow by passing on the increase in labour costs to clients on a more recurring basis.

      • The impact of past interest rate increases keep on being partially mitigated by the Company's financing structure, which includes fixed-rate debt due to the Company's issuance of uncovered bonds in April 2022.

      Currency risk

      The performance of the Company's main currencies has varied significantly against the euro during 2025. The evolution of the Argentine peso has been particularly significant for Prosegur. Although in

      April the Argentine government established a system of exchange rate bands, the Argentine peso experienced a very notable depreciation against the euro (annual devaluation of approximately 60%).

      The political and economic instability that Argentina has been experiencing since 2023 has resulted in large fluctuations in the growth rate each year, currency devaluation and hyperinflation. The change of government in November 2023 brought with it an adjustment plan to start correcting the strong macroeconomic distortions, which, among other measures, included a significant reduction of the fiscal deficit and a strict exchange rate depreciation.

      Considering the aforementioned constantly changing scenarios and the fact that it is difficult to predict to what extent and for how long the different conflicts will continue to be active and how the economic situation in Argentina will evolve, Prosegur continues to constantly monitor macroeconomic and business variables in order to have the best estimate of the potential associated impacts.

    3. Functional and presentation currency

      The figures disclosed in the Annual Accounts are expressed in thousands of Euros, the Company's functional and presentation currency, rounded off to the nearest thousand.

    4. Comparative information

    For comparative purposes and for each item in the balance sheet, income statement, statement of changes in equity, statement of cash flow and notes to the Annual Accounts, in addition to the figures for financial year 2025, the Annual Accounts show those pertaining to the previous year, those of 2024, approved by the Shareholders General Meeting at 30 April 2025.

  3. ‌Income and Expenses

    1. Net turnover

      Details of net turnover by category of activity and geographical area are as follows:

      Thousands of Euros

      National Europe AOA (*) LatAm Total 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024

      Dividend received:

      64,646

      70,134

      -

      -

      -

      -

      -

      -

      64,646

      70,134

      1,837

      1,543

      132

      99

      2,297

      2,799

      574

      118

      4,840

      4,559

      39,585

      34,742

      1,469

      943

      5,346

      2,808

      5,381

      3,465

      51,781

      41,958

      106,068

      106,419

      1,601

      1,042

      7,643

      5,607

      5,955

      3,583

      121,267

      116,651

      • Group companies and associates

        Loan interest received Provision of services:

      • General services

      Total

      (*) AOA: includes the USA, Singapore and China in 2025 (USA and Singapore in 2024).

      The provision of services in 2025 and 2024 relates mainly to services associated with trademark assignment.

      The total revenue from dividends in 2025 corresponds to an amount of EUR 51,282 thousand from Prosegur Cash, S.A.

      The Company also received dividend income amounting to EUR 13,364 thousand from investments in Telefónica, S.A. (Note 10) (EUR 11,864 thousand in 2024).

      The total revenue from dividends in 2024 corresponds to an amount of EUR 9,407 thousand from Prosegur Global Alarmas ROW, S.L.U. and EUR 48,863 thousand from Prosegur Cash, S.A.

    2. Personnel Expenses

      Details of the employee benefits expense are as follows:

      Thousands of Euros

      2025

      2024

      Wages and salaries

      5,968

      5,952

      Social security obligations

      668

      647

      Other employee benefits expenses

      285

      262

      Total

      6,921

      6,861

      The accrual of the long-term incentive associated with the 21-23 Plan and the 24-25 Plan for the Executive President, Executive Director and the Management is included under the heading on Wages and salaries (Note 25.9). During 2025, the total impact of the incentives on the income statement was of EUR 1,013 thousand (EUR 1,076 thousand in 2024).

    3. External Services

      Details of external services are as follows:

      Thousands of Euros

      2025

      2024

      Leases and levies

      273

      247

      Independent professional services

      6,166

      6,768

      Transport

      1

      1

      Insurance premiums

      289

      160

      Banking and similar services

      206

      575

      Advertising and supplies

      2,932

      3,243

      Other services

      652

      793

      Total

      10,519

      11,787

    4. Other profit/loss

      In 2025, "Other Profit/Loss" recognised an expense of EUR 4,536 thousand corresponding to the provision for liabilities for holding stakes in companies with an equity deficit (Note 14), as well as a reversal of EUR 310 thousand relating to the provision for liabilities corresponding to the company Prosegur ODH, S.L.U.

      In addition, the Company has recorded an expense of EUR 629 thousand corresponding to the restatement of the contingent payments arising from the acquisition of Solunegocios in 2021. The remainder of the balance corresponds mainly to balance adjustments.

      During 2024, "Other profit/loss" recognised an income of EUR 3,560 thousand for the reversal of the loss recognised in 2023 relating to the cancellation of balances between the Company and Esta Service, S.A.S., as a result of a contribution to the shareholders' equity of the investee by the offsetting of debt (Note 9).

      In addition, at 31 December 2024, the Company recorded a provision of EUR 6,294 thousand corresponding to the provision for liabilities for holding stakes in companies with an equity deficit (Note 14), as well as a reversal of EUR 746 thousand of the provision for liabilities corresponding to Pitco Asia Pacific Ltd. The remainder of the balance corresponds to balance adjustments.

    5. Impairment and profit/loss on disposal of financial instruments

    In 2025, an impairment loss on shareholdings totalling EUR 25,391 thousand was recognised (EUR 19,107 thousand in 2024). Furthermore, a reversal of value in shareholdings was recorded totalling EUR 126,672 thousand (EUR 10,350 thousand in 2024) (Note 9).

    In addition, in 2025 a loss of EUR 14,244 thousand was recognised under Profit/loss on disposals and other operations due to the sale of the investee Cipher Security, L.L.C. (Note 9), as well as income of EUR 1,222 thousand from the disposal of Telefónica shares (Note 10).

  4. ‌Finance profit/loss

    Details of finance income and expense are as follows:

    Thousands of Euros

    2025 2024

    Finance income

    3,078

    2,206

    Third parties

    3,078

    2,206

    Finance expenses

    (26,885)

    (29,780)

    From payables to Group companies and associates (Note 19)

    (3,465)

    (3,348)

    From payables to third parties

    (23,420)

    (26,432)

    Exchange differences

    (5,307)

    3,740

    FINANCE PROFIT/LOSS

    (29,114)

    (23,834)

    • Finance income and expense

    Finance expense in relation to Group companies and associates reflect accrued interest on current loans to Group companies (Note 19).

    In 2025 and 2024, debts with third parties mainly correspond to the accrued interest on bank borrowing in the amount of EUR 9,853 thousand (EUR 12,186 thousand in 2024), interest from deferred payment debt in an amount of EUR 194 thousand (EUR 620 thousand in 2024), and interest corresponding to the issue of bonds in an amount of EUR 13,321 thousand (EUR 13,336 thousand in 2024) (Note 15.a).

    The breakdown of the finance income recorded in 2025 and 2024 "from third parties" corresponds mainly to the update of interest for contingencies to the amount of EUR 2,886 thousand (EUR 1,793 thousand in 2024).

    • Exchange differences

    The main exchange differences items are the following:

    Thousands of Euros

    Currency

    2025

    2024

    Debt due to acquisition of Solunegocios

    Chilean pesos

    78

    (35)

    Debt due to acquisition of Cipher S.A.

    Brazilian reals

    -

    (8)

    Revaluation of the loan with Prosegur SIS USA Inc.

    US Dollar

    -

    750

    Loans to Group companies

    US Dollar

    (5,050)

    2,385

    Other items

    (335)

    648

    Total

    (5,307)

    3,740

  5. ‌Profit/loss for the year

    1. Distribution of profit proposal

      On the date these annual accounts are authorised for issue, the Board of Directors will propose to the Shareholders General Meeting that profit/loss for the year be distributed as follows:

      Thousands of Euros

      2025

      2024

      Basis of allocation

      Profit/loss for the year

      151,773

      54,353

      Total

      151,773

      54,353

      Allocation

      Loss carryforwards from previous years

      51,377

      54,353

      Voluntary reserves

      100,396

      -

      Total

      151,773

      54,353

      The distribution of the result from the 2024 financial year was approved on 30 April 2025.

      On 30 April 2025, the Board of Directors approved the distribution of an extraordinary dividend of gross EUR 0.1593 per share on account of voluntary reserves, for a total maximum dividend of EUR 86,823 (considering that the share capital is currently represented by 545,026,866 shares). This dividend was paid to shareholders on 04 December 2025. The maximum amount represented by treasury stock at each payment date, and therefore not distributed, has been transferred to voluntary reserves. The amount for undistributed dividends out of the maximum total agreed for the year 2025 is reflected under "other changes" in the statement of changes in equity for the amount of EUR 1,957 thousand.

      On 25 April 2024, the Board of Directors approved the distribution of an extraordinary dividend of gross EUR 0.1523 per share on account of voluntary reserves, for a total maximum dividend of EUR 83,008 thousand (considering that the share capital is currently represented by 545,026,866 shares). This dividend was paid to shareholders on 04 December 2024. The maximum amount represented by treasury stock at each payment date, and therefore not distributed, has been transferred to voluntary reserves. The amount for undistributed dividends out of the maximum total agreed for the year 2024 was reflected under "other changes" in the statement of changes in equity for the amount of EUR 1,918 thousand.

    2. Dividend distribution restrictions

    Reserves and profit for the year are freely distributable except for the restrictions described in Note 14.

  6. ‌Intangible assets

    Details of intangible assets and movement are as follows:

    Thousands of Euros

    Licences Tradema rks and similar Computer software Current computer software Other intangible assets Total

    Cost

    Balance at 1 January 2024

    3

    39,369

    25

    14

    362

    39,773

    Additions

    -

    1

    - - -

    1

    Balance at 31 December 2024

    3

    39,370

    25 14 362

    39,774

    Additions

    -

    -

    21

    -

    -

    21

    Balance at 31 December 2025

    3

    39,370

    46

    14

    362

    39,795

    Depreciation and amortisation

    Balance at 1 January 2024

    (3)

    (26,561)

    (25)

    -

    (362)

    (26,951)

    Depreciation and amortisation for the year

    -

    (3,937)

    -

    -

    -

    (3,937)

    Balance at 31 December 2024

    (3)

    (30,498)

    (25)

    -

    (362)

    (30,888)

    Depreciation and amortisation for the year

    - (3,937) (3) - - (3,940)

    Balance at 31 December 2025

    (3)

    (34,435)

    (28)

    -

    (362)

    (34,828)

    Carrying amount

    At 01 January 2024

    -

    12,808

    -

    14

    -

    12,822

    At 31 December 2024

    -

    8,872

    -

    14

    -

    8,886

    At 31 December 2025

    -

    4,935

    18

    14

    -

    4,967

    1. Description of the main movements

      In 2025, the most significant addition corresponds to the addition of computer software for an amount of EUR 21 thousand.

      In 2024, the most significant addition corresponds to the addition of the User Consent Management Platform for an amount of EUR 1 thousand.

      The Company invoices and recognises revenue from the transfer to its subsidiaries of the right-of-use of the Prosegur Trademark.

    2. Licences

    Details of licences at the end of 2025 and 2024 are as follows:

    operation Description and Expiry date Depreciation period (Note 25.1) Depreciation and amortisation for the year

    Thousands of Euros

    2025 Cost Accumulated amortisation Carrying amount

    Licences - Software 2026 4 years - 3 3 -

    Total - 3 3 -

    Thousands of Euros

    2024 operation Description and Expiry date Depreciation period (Note 25.1) Depreciation and amortisation for the year Cost Accumulated amortisation Carrying amount

    Licences - Software

    2025

    4 years

    -

    3

    3

    -

    Total

    -

    3

    3

    -

    c) Fully amortised

    intangible assets

    The cost intangible assets items which are fully amortised and still in use at 31 December is as follows:

    Thousands of Euros

    2025 2024

    Computer software 25 25

    Other intangible assets 362 362

    Total 387 387

    d) Other information

    At 31 December 2025 and 2024 the Company has no significant intangible assets that are subject to restrictions on title or pledged as security for liabilities.

    There were no purchases of intangible assets from Group companies and associates in 2025 or 2024.

  7. ‌Property, plant and equipment

Details and movement of property, plant and equipment are as follows:

Thousands of Euros

Other install., equipment and furniture

Other property, plant and

equipment

Total

Cost

Balance at 1 January 2024

407

13,516

13,923

Additions

3

13

16

Write offs

-

(2)

(2)

Balance at 31 December 2024

410

13,527

13,937

Additions

-

15

15

Write offs

-

(63)

(63)

Balance at 31 December 2025

410

13,479

13,889

Depreciation and amortisation

Balance at 1 January 2024

(343)

(4,354)

(4,697)

Depreciation and amortisation for the year

(13)

(688)

(701)

Write offs

-

2

2

Balance at 31 December 2024

(356)

(5,040)

(5,396)

Depreciation and amortisation for the year

(14)

(687)

(701)

Write offs

-

25

25

Balance at 31 December 2025

(370)

(5,702)

(6,072)

Carrying amount

At 01 January 2024

64

9,162

9,226

At 31 December 2024

54

8,487

8,541

At 31 December 2025

40

7,777

7,817

  1. Description of the main movements

    Additions in PPE in 2025 correspond to data processing equipment such as laptops and screens for EUR 15 thousand.

    In 2024, additions in PPE corresponded to data processing equipment such as laptops and screens for EUR 13 thousand and furniture renewal for EUR 3 thousand.

    Write offs of PPE in 2025 correspond to the write offs of vehicles for EUR 63 thousand.

    Write offs of PPE in 2024 correspond to the write offs of data processing equipment for EUR 2 thousand.

  2. Fully depreciated property, plant and equipment

    The cost of property, plant and equipment items which are fully amortised and still in use at 31 December is as follows:

    Thousands of Euros

    2025 2024

    Other installations, equipment and furniture 275 275

    Other property, plant and equipment 240 223

    Total 515 498

  3. Other information

    At 31 December 2025 and 2024 the Company has no property, plant and equipment subject to restrictions on title or pledged as security for liabilities.

    There were no purchases of property, plant and equipment from Group companies in 2025 nor in 2024.

  4. Assets under operating lease

    Lessee

    The Company rents offices and office equipment under non-cancellable operating leases.

    Operating lease payments have been recognised as an expense under "Other operating expenses, external services" as follows (Note 3c):

    Thousands of Euros

    2025

    2024

    Lease expenses

    273 247

    Total

    273 247

    Future minimum payments under non-cancellable operating leases are shown in Note 20.

  5. Insurance

The Company has taken out insurance policies to cover the risk of damage to its property, plant and equipment. The coverage of these policies is considered sufficient.