The directors present their annual report on the affairs of ISQ HTEC Holdco Limited (the "Company"), together with the unaudited financial statements for the year ended 30 September 2025.

The principal activity of the Company continued to be that of an intermediate holding company.

The results for the financial year are set out on page 4. The Company generated a pre-tax profit of $118,062,634 (2024: loss of $8,965,570). Net assets at 30 September 2025 stood at $22,958 (2024: $106,940,324).

Ordinary dividends were paid amounting to $224,980,000 (2024: $nil). The directors do not recommend payment of a final dividend.

On 30 April 2025, the Company disposed of its 35.7% equity interest in HTEC Hydrogen Technology & Energy Corporation to a consortium of institutional investors for total cash consideration of $225,000,000, resulting in a complete exit from its ownership position. The transaction generated a gain on disposal of $118,067,532.

Key performance indicators

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

Going concern

The Directors are required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Directors are also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.

The Directors have concluded that the Company is not intending to make additional investments. As a result, the Company is no longer a going concern and it is the intention of the Directors to have the Company dissolved off the Companies House Register within the next 12 months of approval of the financial statements. Therefore it is no longer appropriate to prepare the financial statements for the year ended 30 September 2025 on a going concern basis.

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

The Company has not made qualifying third party indemnity provisions for the benefit of its Directors during the year end and up to the date of this report.

The Company made no political and charitable donations during the financial year (2024: $nil).

The main features of the Company's post reporting date events can be found in note 25.

At the time of signing these financial statements, it was the Company's intention to liquidate the business.

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

Domicile and legal form

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

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 a combination of shareholder loan arrangements and shareholders' equity. Other financial assets and liabilities such as trade debtors and trade creditors, arise directly from the Company's operating activities.

Principal risks and uncertainties

The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes as disclosed in note 23.

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

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

United Kingdom 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

There were no components of 'other comprehensive loss' which are required to be separately disclosed during the current period.

The notes on pages 8 to 19 form part of these financial statements.

The notes on pages 8 to 19 form part of these financial statements.

For the financial year ended 30 September 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.

The members have 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 notes on pages 8 to 19 form part of these financial statements.

The notes on pages 8 to 19 form part of these financial statements.

ISQ HTEC Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6 Chesterfield Gardens, Mayfair, London, United Kingdom, W1J 5BQ.

The Company is a wholly-owned subsidiary of ISQ HTEC Aggregator LP, a company incorporated and registered in the Cayman Islands.

The Company's financial year starts 1 October and ends 30 September.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The Company’s financial statements are presented in USD ("$"), which is also the Company’s functional currency and all values are rounded to the USD, unless otherwise indicated. In addition these financial statements present the statement of cash flows using the indirect method.

The financial statements have been prepared under a basis other than going concern, i.e., on a 'break up' basis. All balances are considered non-current and estimated costs of dissolution have been provided for.

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The Company has not prepared consolidated financial statements as it is an investment entity. Under IFRS 10 "Consolidated Financial statements", an investment entity must account for its investments in subsidiaries at fair value through profit or loss.

The principal accounting policies adopted are set out below.

The Directors are required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Directors are also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.true

The Directors have concluded that the Company is not intending to make additional investments. As a result, the Company is no longer a going concern and it is the intention of the Directors to have the Company dissolved off the Companies House Register within the next 12 months of approval of the financial statements. Therefore it is no longer appropriate to prepare the financial statements for the year ended 30 September 2025 on a going concern basis.

The results of the associate are incorporated in these financial statements using the equity method of accounting.

Under the equity method, the investment in associate is carried in the Statement of Financial Position at cost plus post acquisition changes in the Company's share of net assets of the associate, less distributions received and any impairment in value of the investment.

The Company assesses its investment in the associate for impairment whether events or changes in circumstances indicate that the carrying value may not be recoverable. If such indication of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs of disposal and value in use. If the carrying amount exceeds the recoverable amount, the investment is written down to its recoverable amount.

Cash and cash equivalents comprise cash balances and call deposits.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Classification and measurement

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing the asset. The Company initially measures a financial asset at its fair value, plus transaction costs.

For financial assets held at amortised cost, IFRS 9 requires the Company’s financial assets to be subject to a forward looking expected credit loss model ("ECL"). The expected loss rates are based upon the historical credit losses experienced within the period, adjusted for current and forward looking information on macroeconomic factors affecting the ability of the receivable to settle.

Financial assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the debtor. Impaired debts are derecognised when they are assessed as uncollectible.

All impairment losses are recognised in the statement of comprehensive income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. All financial liabilities are recognised initially at fair value and, in the case of trade and other payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables.

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

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

Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the date of the statement of financial position.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date, whereas the deferred tax assets will be recognised to the extent that they do not exceed the deferred tax liability.

Deferred tax liabilities are recognised for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re‐assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event for which, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Provisions are recognised as the present value of the expenditures expected to be required to settle the obligation. No provision is recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligation as a whole. A provision may be recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

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.

Administrative expenses

Expenses are recognised in the statement of comprehensive income in the period 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.

Amendments to IFRSs that are mandatorily effective for the current period

The following amendment is mandatorily effective for the current financial period:

• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates), effective for annual periods beginning on or after 1 January 2025. These amendments provide guidance on determining the exchange rate to apply when a currency is not exchangeable and introduce related disclosure requirements.

The adoption of this amendment did not have a material impact on the financial statements of the Company.

At the reporting date, the following new standards and amendments had been issued but were not yet effective:

• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments, effective for annual periods beginning on or after 1 January 2026.

• Annual Improvements to IFRS Accounting Standards – Volume 11, effective for annual periods beginning on or after 1 January 2026.

• IFRS 18 Presentation and Disclosure in Financial Statements, effective for annual periods beginning on or after 1 January 2027.

• IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective for annual periods beginning on or after 1 January 2027.

• IAS 21 Translation to a Hyperinflationary Presentation Currency, effective for annual period beginning on or after 1 January 2027

• Amendments to IFRS 9 and IFRS 7 relating to contracts referencing nature‑dependent electricity, effective for annual periods beginning on or after 1 January 2026.

There are no standards effective for the financial year beginning on 1 January 2025 that would be expected to have a material impact on the Company. Standards, amendments and interpretations to existing standards which are not yet effective and have not been early adopted. IFRS 18 is effective for periods beginning on or after 1 January 2027, IFRS 18 will introduce revised presentation and disclosure requirements, including new mandatory subtotals and revised categorisation of income and expenses. While the standard will not affect recognition or measurement, it is expected to change the presentation and disaggregation of items within the Company’s primary financial statements.

Given the intention of the directors to dissolve the Company within the next 12 months, it is expected that there will be no impact from new and future accounting standards.

In the application of the Company’s accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The Company has no employees and services required are contracted from third parties. The Directors received no remuneration from the Company in respect of qualifying services rendered during the period under review.

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

On 30 April 2025, the Company disposed of its 35.7% equity interest in HTEC Hydrogen Technology & Energy Corporation to a consortium of institutional investors for total cash consideration of $225,000,000, resulting in a complete exit from its ownership position. The transaction generated a gain on disposal of $118,067,532.

Details of the company's associate at 30 April 2025 are as follows:

The associate was accounted for using the equity method in these financial statements as set out in the Company's statement of accounting policies in note 1.2.

On 30 April 2025, the Company disposed of its 35.7% equity interest in HTEC Hydrogen Technology & Energy Corporation to a consortium of institutional investors for total cash consideration of $225,000,000, resulting in a complete exit from its ownership position.

The directors consider that all receivable balances are fully recoverable as at the reporting date.

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

On 15 May 2025 the directors decided to reduce its share capital from 121,075,700 to 1 by cancelling 121,075,699 of the issued ordinary shares of $1.00 each in the capital of the Company.

The Company has one class of ordinary shares which carry no right to fixed income.

The Company does not have any capital commitments or contingent liabilities that have not been included in these financial statements.

The company is not subject to any externally imposed capital requirements.

The following amounts were outstanding at the reporting end date:

There were no transactions with key management personnel during the year under review.

Transactions with related parties do not include accrued interest on balances due from/to group undertakings.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.

The narrative disclosures required by IFRS 9 in relation to the nature of the financial instruments used during the period by the Company.

The Company’s principal financial assets and liabilities comprise of trade and other receivables and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations.

Principal risks and uncertainties

The Company’s activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.

Risk management is carried out by applying policies approved by the Board of Directors of the Company. The Board of Directors of the Company provided principles for overall risk management as well as policies covering specific areas such as interest rate risks, credit risk and investment of excess liquidity.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i) Foreign currency risk

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchanges rates. The Company is exposed to an immaterial level of currency risk as all of the Company’s financial assets and liabilities are denominated in USD.

ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest is very limited.

Credit risk

The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is the total carrying amount of the financial assets as set out in the statement of financial position.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. When funds are required capital contributions are called from the shareholders.

The table below summarises the company’s non-derivative financial liabilities as per IFRS 7.39 into relevant maturity profiles, based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

The Company is a wholly-owned subsidiary of ISQ HTEC Aggregator LP, a company incorporated and registered in the Cayman Islands at Ugland House, PO Box 309, Grand Cayman, KY1-1104. ISQ Global fund III GP LLC, a company incorporated and registered in the United States at 251 Little Falls Drive, Wilmington, New Castle, DE 19808, is the ultimate parent company.

The Directors have concluded that the Company is not intending to make additional investments. As a result the Company is no longer a going concern and it is the intention of the Directors to dissolve the Company within the 12 months from the date on which the financial statements are due to be authorised for issue.