REGISTERED NUMBER: 15771771 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 11 JUNE 2024 TO 31 DECEMBER 2024

FOR

PLUG POWER UK SITE 1 LIMITED

Page

Company information

1

Report of the directors

2

Report of the independent auditors

4

Statement of comprehensive income

7

Balance sheet

8

Statement of changes in equity

9

Notes to the financial statements

10

Directors:

Mr B T P Haycraft

Mr J Van Erven

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0DB

Registered number:

15771771 (England and Wales)

Auditors:

Azets Audit Services

One Temple Quay

Temple Back East

Bristol

BS1 6DZ

The directors present their report with the financial statements of the company for the period 11 June 2024 to 31 December 2024.

Incorporation

The company was incorporated on 11 June 2024 .

Principal activity

The principal activity of the company in the period under review was that of manufacture of industrial gases.

Review of business

During the period, the company reported a loss of £53,426 for the period ended 31 December 2024.

Dividends

No dividends will be distributed for the period ended 31 December 2024.

Post balance sheet events

The directors have evaluated the subsequent events from the date of the financial statements through to the date the financial statements were available to be issued.

In March 2025, the Group announced a broader restructuring initiative aimed at reducing annual expenses by $200 million, which has not directly impacted Plug Power UK Site 1 Limited, however is reducing the overall group costs and therefore has an indirect impact.

Directors

The directors who have held office during the period from 11 June 2024 to the date of this report are as follows:

Mr B T P Haycraft - appointed 11 June 2024

Mr J Van Erven - appointed 11 June 2024

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 directors are 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. They are 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.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Azets Audit Services, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Mr J Van Erven - Director

29 September 2025

Opinion

We have audited the financial statements of Plug Power UK Site 1 Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 31 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 directors' 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 directors 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 directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 our audit:

-

the information given in the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

-

the directors' 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 directors' 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 directors' remuneration specified by law are not made; or

-

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

-

the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

-

Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

-

Reviewing minutes of meetings of those charged with governance;

-

Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

-

Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Duncan Stratford (Senior Statutory Auditor)

for and on behalf of Azets Audit Services

One Temple Quay

Temple Back East

Bristol

BS1 6DZ

30 September 2025

TURNOVER

-

Administrative expenses

(50,831

)

OPERATING LOSS

(50,831

)

Interest payable and similar expenses

4

(2,595

)

LOSS BEFORE TAXATION

5

(53,426

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL PERIOD

(53,426

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(53,426

)

FIXED ASSETS

Tangible assets

7

992,028

CURRENT ASSETS

Debtors

8

93,782

Cash at bank

1,348

95,130

CREDITORS

Amounts falling due within one year

9

(681,976

)

NET CURRENT LIABILITIES

(586,846

)

TOTAL ASSETS LESS CURRENT LIABILITIES

405,182

CREDITORS

Amounts falling due after more than one year

10

(458,607

)

NET LIABILITIES

(53,425

)

CAPITAL AND RESERVES

Called up share capital

13

1

Retained earnings

14

(53,426

)

SHAREHOLDERS' FUNDS

(53,425

)

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 Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr J Van Erven - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1

-

1

Total comprehensive income

-

(53,426

)

(53,426

)

Balance at 31 December 2024

1

(53,426

)

(53,425

)

1.	STATUTORY INFORMATION

Plug Power UK Site 1 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraph 52 of IFRS 16 Leases;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at the following annual rates to write off each asset over its estimated useful life.

Right of use asset

- over 20 years

Construction in progress is not depreciated as the asset was not complete at the year end. Following completion the asset will be depreciated over its estimated useful life of 20 years.

Short-term leases

Rentals paid under short-term leases are charged to profit & loss on a straight line basis over the period of the lease.

Right-of-use-asset

The Company recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use).

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

Financial instruments

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity in which case the tax is recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date.

Transactions and calculations for which the ultimate tax determination is uncertain may arise during the ordinary course of business. Should an uncertain tax position arise, where a risk of an additional tax liability has been identified and it is considered probable that the Company will be required to settle that tax, a tax provision is recognised. This is assessed on a case-by case basis.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Going concern

The company is dependent on the continuing financial support of its parent company, Plug Power Inc. The directors have received confirmation that such support will continue for at least 12 months from the date of approval of these financial statements. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

£

Directors' remuneration

-

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Interest payable

2,595

5.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging:

£

Leases (interest expense)

13,157

Depreciation - right of use asset

8,623

Auditors' remuneration

15,500

Foreign exchange differences

273

6.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the period.

7.	TANGIBLE FIXED ASSETS

Right of

Construction

use asset

in progress

Totals

£

£

£

Cost

Additions

493,645

507,006

1,000,651

At 31 December 2024

493,645

507,006

1,000,651

Depreciation

Charge for period

8,623

-

8,623

At 31 December 2024

8,623

-

8,623

Net book value

At 31 December 2024

485,022

507,006

992,028

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

93,782

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Leases (see note 11)

37,457

Trade creditors

6,687

Amounts owed to group undertakings

599,903

Accrued expenses

37,929

681,976

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Leases (see note 11)

458,607

11.

FINANCIAL LIABILITIES - BORROWINGS

£

Current:

Leases (see note 12)

37,457

Non-current:

Leases (see note 12)

458,607

Terms and debt repayment schedule

1 year or

More than 5

less

1-2 years

2-5 years

years

Totals

£

£

£

£

£

Leases

37,457

34,567

88,510

335,530

496,064

12.

LEASING

Lease liabilities

Minimum lease payments fall due as follows:

£

Gross obligations repayable:

Within one year

37,457

Between one and five years

123,077

In more than five years

335,530

496,064

Net obligations repayable:

Within one year

37,457

Between one and five years

123,077

In more than five years

335,530

496,064

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

1

Ordinary

£1

1

1 Ordinary share of £1 was allotted and fully paid for cash at par during the period.

14.

RESERVES

Retained

earnings

£

Deficit for the period

(53,426

)

At 31 December 2024

(53,426

)

15.	ULTIMATE PARENT COMPANY

The immediate parent Company is Plug Power Europe SAS, which in turn is a subsidiary of Plug Power Inc.

The ultimate parent Company is Plug Power Inc., a Company registered in 125 Vista Boulevard Slingerlands, NY 12159, USA.

Copies of its consolidated financial statements, as well as certain regulatory filings, for example Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K, that provide further information about the company and its business activities, can be obtained at https://www.ir.plugpower.com/financials/sec-filings/sec-filings-details/default.aspx?FilingId=18247389

16.	POST BALANCE SHEET EVENTS

The directors have evaluated the subsequent events from the date of the financial statements through to the date the financial statements were available to be issued.

In March 2025, the Group announced a broader restructuring initiative, aimed at reducing annual expenses by $150 million to $200 million.