REGISTERED NUMBER: 14712142 (England and Wales)

Director's Report and

Financial Statements for the Period 1st April 2024 to 31st December 2024

for

Qc Morimondo Limited

Page

Company Information

1

Director's Report

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

Declan O'Halloran

REGISTERED OFFICE:

168 Church Road

Hove

East Sussex

BN3 2DL

REGISTERED NUMBER:

14712142 (England and Wales)

AUDITORS:

UHY Hacker Young (S.E.) Limited

Chartered accountants & statutory auditor

168 Church Road

Hove

East Sussex

BN3 2DL

The director presents his report and the financial statements of the company for the period ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company during the period was the generation of electricity using solar technology.

EVENTS AFTER THE BALANCE SHEET DATE

In May 2025 Qc Morimondo Limited was acquired by Quintas Power UK Holdco Limited with its registered address at 168 Church Road, Hove, BN3 2DL, England; with registered number 15928871.

DIRECTOR

The director shown below has held office during the year ending 31 December 2024:

Declan O'Halloran (appointed 7 March 2023)

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial period. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgments and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

AUDITORS

Each of the persons who is a director at the date of approval of this report confirms that:

· so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and

· they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

SMALL COMPANIES PROVISIONS

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Declan O'Halloran - Director

29th September 2025

Opinion

We have audited the financial statements of Qc Morimondo Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 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 that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the director's report for the financial period for which the financial

statements are prepared is consistent with the financial statements; and

- the director's report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act

2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been

received from branches not visited by us; or

· the financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of director's remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit; or

· the director was not entitled to prepare the financial statements in accordance with the small

companies regime and take advantage of the small companies' exemptions in preparing the

director's report and from the requirement to prepare a strategic report.

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company which were contrary to applicable laws and regulations including fraud and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit.

Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, review of correspondence with legal advisors, enquiries of management and in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https//: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment 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 internal control.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the director.

· 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 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 those charged with governance 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.

First year as auditors

The comparative financial statements presented for the period ended 31 March 2024 were not audited. We have taken reasonable steps to ensure that the opening balances, comparatives, and accounting estimates have been fairly stated.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Kyffin-Walton FCCA (Senior Statutory Auditor)

for and on behalf of UHY Hacker Young (S.E.) Limited

Chartered accountants & statutory auditor

168 Church Road

Hove

East Sussex

BN3 2DL

29th September 2025

TURNOVER

-

-

Administrative expenses

(4,003

)

-

OPERATING LOSS

(4,003

)

-

Other income

6

9

-

LOSS BEFORE TAXATION

(3,994

)

-

Tax on loss

-

-

LOSS FOR THE FINANCIAL PERIOD

(3,994

)

-

FIXED ASSETS

Tangible assets

7

78,028

4,497

CURRENT ASSETS

Debtors: amounts falling due within one year

8

74

900

Cash at bank

2,238

-

2,312

900

CREDITORS

Amounts falling due within one year

9

(84,333

)

(5,396

)

NET CURRENT LIABILITIES

(82,021

)

(4,496

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,993

)

1

CAPITAL AND RESERVES

Called up share capital

10

1

1

Retained earnings

(3,994

)

-

SHAREHOLDER FUNDS

(3,993

)

1

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 29th September 2025 and were signed by:

Declan O'Halloran - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Profit for the period

-

-

-

Issue of share capital

1

-

1

Balance at 31st March 2024

1

-

1

Changes in equity

Deficit for the period

-

(3,994

)

(3,994

)

Total comprehensive income

-

(3,994

)

(3,994

)

Balance at 31st December 2024

1

(3,994

)

(3,993

)

1.	GENERAL INFORMATION

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 168 Church Road, Hove, East Sussex, BN3 2DL.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3.	ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The company's activities, together with factors likely to affect its future development performance, and position are considered by the directors on an ongoing basis. The directors have performed stress testing of cash flow forecasts to take account of events that could impact the financial position of the company. As such, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The validity of this assumption also depends upon the continuing support of the group undertakings and on funding from other external sources. If the company were unable to continue in operational existence for the foreseeable future, adjustment would have to be made to reduce the balance sheet values of the assets to their recoverable amounts, and to provide for further liabilities that might arise. The directors believe that it is appropriate for the financial statements

to be prepared on the going concern basis.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL (2024 - NIL).

5.	AUDITORS' REMUNERATION

31/12/2024

£

Fees payable for the audit of the financial statements

3,650

3,650

6.	EXCEPTIONAL ITEMS

Period

Period

1/4/24

7/3/23

to

to

31/12/24

31/3/24

£

£

Other income

9

-

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1st April 2024

4,497

Additions

73,531

At 31st December 2024

78,028

NET BOOK VALUE

At 31st December 2024

78,028

At 31st March 2024

4,497

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/3/24

£

£

AMOUNTS FALLING DUE WITHIN ONE YEAR:

Receivable on called-up ordinary shares or equity holdings

2

1

VAT

72

899

74

900

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/3/24

£

£

Intercompany payable

80,683

5,396

Accruals

3,650

-

84,333

5,396

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/3/24

value:

£

£

1

Ordinary

£ 1.00

1

1

11.	POST BALANCE SHEET EVENTS

In May 2025 QC Morimondo Limited was acquired by Quintas Power UK Holdco Limited with its registered address at 168 hurch Road, Hove, BN3 2DL, England; with registered number 15928871.

12.	CONTROLLING PARTY

The parent company is Quintas Cleantech S.L., a company incorporated in Spain. The registered office of Quintas Cleantech S.L. is Republica Argentina 25, Modulo 2, Planta 4, 41001, Sevilla, Spain.

Quintas Energy S.A. with registered office in Republica Argentina 25, Modulo 2, Planta 4, 41001, Sevilla, Spain, is the parent company of Quintas Cleantech S.L.