HUB PLATFORM TECHNOLOGY PARTNERS LTD

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

Hub Platform Technology Partners Ltd ('the Parent Company' or 'Hub') and its subsidiaries (collectively 'the Group') principal activity continues to be that of software development. The Parent Company has two subsidiaries; one in Ireland and one in India.

Qualifying third party indemnity provisions (as defined by section 234 Companies Act 2006) were in force during the year ended 31 December 2024 and remain in force as at the date of this report, for the benefit of directors of the Group in relation to certain losses and liabilities which they may incur when acting in their capacity as a director or officer of the Group. The Group maintains directors' and officers' liability insurance in respect of itself and its directors and officers, when acting in their capacity as a director or officer of the Group.

The directors acknowledge their responsibilities for:

The directors of the Parent Company who held office at the date of approval of this annual report confirm that:

We have audited the financial statements of Hub Platform Technology Partners Ltd (‘the Parent Company') and its subsidiaries (collectively ‘the Group') for the year ended 31 December 2025 which comprise the Group Income Statement, the Group and Parent Statement of Financial Position, the Group Statement of Changes in Equity, the Parent Statement of Changes in Equity, the Group and Parent Statement of Cash Flow, and the related notes 1 to 16, 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).

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 Group 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.

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 this 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 the other information, we are required to report that fact.

We have nothing to report in this regard.

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

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

As explained more fully in the directors' responsibilities statement set out on page 4, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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.

London

15 June 2026

The above results were derived from continuing operations.

The Company has no other comprehensive income other than as stated above and, therefore no separate statement of comprehensive income has been included.

The accompanying notes on pages 14 to 23 are an integral part of the financial statements.

The Group and Parent Company financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies' regime and in accordance with the provision of Financial Reporting Standard 102 Section 1A for Medium Entities.

The Directors have adopted the going concern basis in preparing the Group and Parent Company financial statements and are satisfied that the Group and Parent Company have adequate access to resources to enable them to meet their obligations and continue in operational existence for a period of at least 12 months from the date of approval of the financial statements.

In forming this assessment, the Directors have considered the financial position as at 31 December 2025, including the Group's available cash resources and controlled cost base. Subsequent to the year end, on 1 May 2026, the Group was acquired by Osttra, a global post-trade solutions provider, and became part of a wider group structure under which funding and operational support are available.

The Group has received a letter of support from Osttra confirming its intention and ability to provide financial and operational support to the Group and Parent Company for a period of at least 12 months from the date of approval of these financial statements, if required. Management also expects the business to continue progressing towards profitability, supported by the scale and resources of Osttra.

After taking these matters into account, the Directors have a reasonable expectation that the Group and Parent Company will continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

The Group financial statements consolidate the financial statements of Hub Platform Technology Partners Ltd and all its subsidiary undertakings drawn up to 31 December each year. Subsidiaries are consolidated from the date of acquisition, being the date when the Group obtains control and are consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. Hub Platform Technology Partners (Ireland) Limited has been included in the Group financial statements using the purchase method of accounting. Accordingly, the Group's income statement and statement of cash flows include the results and cash flows of Hub Platform Technology Partners (Ireland) Limited for the respective period from its Incorporation on 27 May 2022. The purchase consideration is allocated to the assets and liabilities on the basis of fair value at the date of acquisition. The Group's income statement and statement of cash flows also include the results and cash flows of Hub Platform Technology Partners (India) Private Limited for the period from its incorporation on 9 September 2022.

Revenue is recognised to the extent that the Group obtains the right to consideration in exchange for its performance. Turnover is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty.

Revenue is recognised as interest accrues using the effective interest method.

Revenue is recognised when the Group's right to receive payment is established.

The Group reviews intangible assets for indicators of impairment in accordance with FRS 102. Subsequent to the year end, the business was sold to a third-party purchaser on 1 May 2026 and the Joint Venture Agreement is terminated upon completion. Accordingly, as at 31 December 2025, the Company was not expected to retain the right to use, or derive future economic benefits from, the ROSA platform beyond the transaction period. Based on this assessment, the recoverable amount was determined to be nil and the software licence was fully impaired as at 31 December 2025.

The PIMCO-related intellectual property was specifically designed to support Hub and was associated with ongoing partner engagement and delivery support. During FY25, the contractual arrangement with PIMCO was terminated and the Company ceased to receive access, support and related economic benefits. As a result, management assessed the value in use of this asset as Nil at 31 December 2025 and recognised a full impairment of the remaining carrying amount in FY25.

No impairment was identified for the domain name, as its recoverable amount was assessed to be not below its carrying amount.

Expenditure on research and development is written off in the year it is incurred.

The Group and Parent Company has chosen US dollars as its functional currency and presentational currency, due to the equity capital investment being dollar denominated.

Monetary assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment.

Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.

Under the terms of the joint venture agreement, the Parent Company is able to surrender some of its tax losses to UK tax resident investors in return for a cash payment under UK consortium relief provisions.

The available consortium relief is recognised as a tax credit in the profit and loss account. This is partially offset by a tax charge arising in respect of the Research and Development tax credit recognised within Other Operating Income.

The Group operates a phantom employee share-based payment scheme for selected senior employees. Under the scheme, participants are granted notional awards linked to the value of the Parent Company's equity (A3 shares), which do not result in the issue of shares or transfer of ownership interests. The awards represent a right to receive cash settlement contingent upon the occurrence of a defined exit event.

The fair value of employee services received in exchange for these phantom awards is recognised as an expense over the vesting period, with a corresponding credit recognised as a liability, reflecting the expected cash-settlement nature of the scheme. The liability is remeasured at each reporting date based on the latest assessment of fair value and the probability of the exit event occurring, with changes recognised in the profit and loss account.

As at 31 December 2025, management has determined that an exit event is no longer probable. Accordingly, the previously recognised liability and related expense in respect of the phantom ESOP awards have been fully reversed through profit or loss during the year.

Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Investments in subsidiaries are measured at cost less any accumulated impairment. The Parent Company evaluated external and internal sources to assess if there is a potential indicator of impairment. During the period there were no indicators of impairment identified.

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity date of three months or less.

The Group and Parent Company assess at each reporting date whether an asset may be impaired. If any such indication exists the company estimates recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the Group and Parent Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount is less than its carrying amount, the carrying amount of the asset is impaired and it is reduced to its recoverable amount through an impairment in income statement unless the asset is carried at a revalued amount where the impairment loss of a revalued asset is a revaluation decrease. An impairment loss recognised for intangible assets, with the exception of goodwill, is reversed in a subsequent period when the reasons for which the impairment was made have ceased to apply. Impairment relating to goodwill is never reversed.

The effect of a change in an accounting estimate shall be recognised prospectively by including it in income statement in:

However, to the extent that a change in an accounting estimate gives rise to changes in assets and liabilities, or relates to an item of equity, it is recognised by adjusting the carrying amount of the related asset, liability, or equity item in the period of the change.

The Group and Parent Company's key source of estimation uncertainty relates to the fair value of its intangible assets which is dependent on future forecasts of operating performance. The judgement as to whether the Group's intangible assets are impaired depends on their estimated fair value.

During the year ended 31 December 2025, the Group reviewed the useful economic lives and recoverability of its intangible assets in accordance with FRS 102 Section 27 - Impairment of Assets. As the Group no longer retains the customer contract with PIMCO, the related customer-related intangible asset is no longer expected to generate future economic benefits.

The asset was originally amortised over a 10-year useful life to 28 September 2032; however, following the contract termination, the remaining carrying amount was assessed as fully impaired and written off in full during the current financial year. This represents a change in accounting estimate, applied prospectively in accordance with FRS 102.

As at 31 December 2025, the Group performed an impairment assessment of its intangible assets in light of the sale transaction completed on 1 May 2026.

The Parent Company evaluated its intangible assets, which include software licenses, domain names, and intellectual property, using two approaches: Value in Use and Fair Value less Costs to Sell. The final recoverable amount was determined based on the "Value in Use" method, as it was deemed more appropriate given the nature of the assets and the lack of reliable market-based fair value data.

*includes $ 1,386,702 (2024 : $ 1,144,119) payable to subsidiary undertakings in Parent Company for the services provided by subsidiaries to Parent Company. An entity level break-down is included in Note 15.

*Includes the class A-3 and class C shares, details are given in Note 15.

Subsequent to 31 December 2025, the Group entered into an agreement to sell its business and shares, which completed on 1 May 2026. Upon completion, the Group was acquired by Osttra and became part of a wider group structure.

Prior to completion, the Company obtained Board and shareholder approvals on 26 April 2026 to undertake a capital reduction. This involved a reduction in the nominal value of Class A-1 and Class B ordinary shares from $1 to $0.090361 each and cancellation of Class C ordinary shares, resulting in the elimination of accumulated losses and the creation of distributable reserves for Dividend distribution.

Following the capital reduction, an interim dividend of up to $10.5 million was proposed. As at the date of approval, $10 million has been paid on 1 May 2026, with the remaining $0.5 million payable subject to final working capital assessment. In addition, certain restricted employee shares were cancelled without consideration as part of the restructuring, representing a non-cash equity adjustment.

These transactions occurred after the reporting date and are treated as non-adjusting subsequent events under FRS 102. Accordingly, no adjustments have been made in the financial statements for the year ended 31 December 2025. There have been no other material adjusting or non-adjusting events requiring disclosure.