Company registration number 13948911 (England and Wales)
EIG ARENAS HOLDINGS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
EIG ARENAS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Gary Leonard Stokes
EIG Arenas Manager LLC
(Appointed 4 April 2025)
Company number
13948911
Registered office
20 St. James's Street
7th Floor
London
SW1A 1ES
Bankers
Citibank
292 / 00346
New York
N.Y. 10043
EIG ARENAS HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Statement of comprehensive income
4
Statement of financial position
5
Statement of changes in equity
6
Notes to the financial statements
7 - 11
EIG ARENAS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of an investment company in the renewable energy sector.

Results and dividends

The results for the financial year are set out on page 4. Net assets at 31 December 2025 stood at $59,4 5 5,967 (202 4: $59,475,335).

During the financial year, no dividends were paid.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Andrew Ellenbogen
(Resigned 4 April 2025)
Gary Leonard Stokes
EIG Arenas Manager LLC
(Appointed 4 April 2025)
Qualifying third party indemnity provisions

The company has not made qualifying third party indemnity provisions for the benefit of its directors during the year.

Political donations

The Company made no political and charitable donations during the financial year.

Key performance indicators

The Company's primary role is an investment company and as such it has no trading activities and therefore there are no key performance indicators to be disclosed.

Going concern

The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.

As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.

Substantial shareholdings

As at the date of this report, the Company did not receive any notifications under chapter 5 of the Disclosure Guidance and Transparency Rules.

Treasury policies

The objectives of the Company are to manage the Company's financial risk, secure cost effective funding for the Company's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.

The Company finances its activities with shareholders' equity and debt. Other financial assets and liabilities such as trade debtors and trade creditors, arise directly from the Company's operating activities.

Domicile and legal form

The company is limited by shares and registered in England and Wales. The Company is UK tax resident.

EIG ARENAS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Small companies exemption

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

On behalf of the board
Gary Leonard Stokes
Director
22 April 2026
EIG ARENAS HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors are responsible for preparing the annual report 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). 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 year.

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; and

- 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.

EIG ARENAS HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Year
Year
ended
ended
31 December
31 December
2025
2024
Notes
USD
USD
Administrative expenses
(20,811)
(13,459)
Interest receivable and similar income
1,443
884
Loss before taxation
(19,368)
(12,575)
Tax on loss
4
-
0
-
0
Loss for the financial year
(19,368)
(12,575)

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 7 to 11 form part of these financial statements.

EIG ARENAS HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 5 -
31 December 2025
31 December 2024
Notes
USD
USD
USD
USD
Fixed assets
Investments
5
105,000,000
105,000,000
Current assets
Cash at bank and in hand
43,173
67,185
Creditors: amounts falling due within one year
6
(45,587,206)
(45,591,850)
Net current liabilities
(45,544,033)
(45,524,665)
Net assets
59,455,967
59,475,335
Capital and reserves
Share capital
7
59,500,930
59,500,930
Accumulated losses
(44,963)
(25,595)
Total equity
59,455,967
59,475,335

The notes on pages 7 to 11 form part of these financial statements.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

T he member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These 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 22 April 2026 and are signed on its behalf by:
Gary Leonard Stokes
Director
Company Registration No. 13948911
EIG ARENAS HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Share capital
Profit and loss reserves
Total
USD
USD
USD
Balance on 1 January 2024
59,500,930
(13,020)
59,487,910
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(12,575)
(12,575)
Balance at 31 December 2024
59,500,930
(25,595)
59,475,335
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
(19,368)
(19,368)
Balance at 31 December 2025
59,500,930
(44,963)
59,455,967

The notes on pages 7 to 11 form part of these financial statements.

EIG ARENAS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
1
Accounting policies
Company information

EIG Arenas Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 St. James's Street, 7th Floor, London, SW1A 1ES.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in USD, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest USD.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to true meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.

As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.

1.3
Fixed asset investments

The Company evaluates the carrying value of investments in each financial year to determine if there has been an impairment in value, which would result in the inability to recover the carrying amount. When it is determined that the carrying value exceeds the recoverable amount, the excess is written off to the income statement.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

EIG ARENAS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 8 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

EIG ARENAS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 9 -
1.8

Foreign currency translation

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences are recognised in the statement of comprehensive income within ‘Finance income’ or ‘Finance costs’.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

1.9

Administrative expenses

Expenses are recognised in the statement of comprehensive income in the year in which they are incurred and include administration expenses such as marketing expenses, leasing fees, professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.

1.10

Share Capital

Share capital consists of ordinary shares which are classified as equity when there is no obligation to transfer cash or other assets.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised where the revision affects only that year, or in the year of the revision and future years where the revision affects both current and future years.

3
Employees

The Company has no employees. The Directors received no remuneration from the Company in respect of qualifying services rendered during the year under review.

EIG ARENAS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
4
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Year ended 31 December 2025
Year ended 31 December 2024
USD
USD
Loss before taxation
(19,368)
(12,575)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(4,842)
(3,144)
Unutilised tax losses carried forward
4,842
3,144
Taxation charge for the year
-
-

With effect from 1 April 2023, the rate of corporation tax increased from 19% to 25% for companies with taxable profits exceeding £50,000. As the Company made a loss for the year ended 31 December 2025, no corporation tax is payable. The unutilized tax loss will be carried forward at the prevailing rate of 25%, unless a lower rate applies when the losses are utilized.

5
Investments
2025
2024
USD
USD
Shares in group undertakings and participating interests
105,000,000
105,000,000

The investment undertaking of the Company is detailed below:

Name of joint venture | Principal activity | Registered office | % held | Holding
HIF Global LLC | eFuels company | USA | 11.657% | Ordinary shares

6
Creditors: amounts falling due within one year
2025
2024
USD
USD
Trade creditors
15,180
19,824
Amounts owed to group undertakings
45,572,026
45,572,026
45,587,206
45,591,850

Amounts owed to group undertakings relates to interest free loans payable to EIG Arenas Aggregator L.P., which are repayable on demand.

EIG ARENAS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
7
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
USD
USD
Issued and fully paid
Ordinary shares of $0.01 each
5,950,092,945
5,950,092,945
59,500,930
59,500,930
8
Parent company

The entire issued share capital of EIG Arenas Holdings Limited is held by EIG Arenas Aggregator, L.P., a limited partnership established and registered in Scotland and is the ultimate parent undertaking and controlling party.

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