The directors present their annual report on the affairs of GSA Solar UK Ltd ("the Company"), together with the unaudited financial statements for the year ended 31 December 2025.

This Directors' report has been prepared in accordance with the special provisions relating to small companies. The Company is availing itself of the exemption from preparing a strategic report or enhanced business review under part 15 of section 414B of the Companies Act 2006.

The principal activity of the Company during the year continued to be that of a holding company.

The results for the year are set out on page 4. The Company generated a pre-tax profit of $706,530 (31 Dec 2024: $nil). Net assets at 31 December 2025 stood at $40,750 (31 Dec 2024: $16).

During the financial year, an interim dividend of $531,410 was paid (31 Dec 2024: $nil).

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

The Directors and the Secretary had no interest in the share capital of the Company for the year ended 31 December 2025.

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

The Company made no political and charitable donations during the financial period (31 Dec 2024: $nil).

The main features of the Company's post reporting date events can be found in note 18.

At the time of signing these financial statements, it is the Company's intention to wind up the business.

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 struck off the Companies House Register and dissolved 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 31 December 2025 on a going concern basis.

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 process.

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 intercompany 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. The Company does not trade in financial instruments and has no other form of derivatives.

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

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

The notes on pages 6 to 14 form part of these financial statements.

The notes on pages 6 to 14 form part of these financial statements.

The directors of the company have elected not to include a copy of the income statement within the 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.

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 and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The notes on pages 6 to 14 form part of these financial statements.

GSA Solar UK Ltd 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 subsidiary of GSA Solar Ltd, a company incorporated in the Cayman Islands, which owns 100% of the share capital of the company through the purchase of shares. The Company is ultimately controlled by ISQ Global Infrastructure Fund, a company incorporated in the Cayman Islands.

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 nearest 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 and comparative balances were prepared on the going concern basis therefore they should not be directly comparable. All balances are considered current and estimated costs of dissolution have been provided for within accruals.

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 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 struck off the Companies House Register and dissolved 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 31 December 2025 on a going concern basis.

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Financial assets are recognised on their trade date, 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 them. 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.

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.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as trade and other receivables and trade and other payables.

All financial liabilities are recognised initially at fair value and, in the case of trade and other receivables and trade and other payables, net of directly attributable transaction costs.

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

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Share Capital

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

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.

Foreign currency transactions are translated to USD ("$") using the exchange rates prevailing at the dates of the transactions. Foreign currency monetary assets and liabilities are translated to USD ("$") using the exchange rate prevailing at the statement of financial position date.

Foreign exchange gains and losses arising from translation are included in the statement of comprehensive income.

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.

In the current and prior year, the Company has applied an amendment to existing IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

• Lack of Exchangeability (Amendments to IAS 21) (Effective 1 January 2025)

The amendment listed above did not have any impact on the amounts recognised in current period and is not expected to significantly affect future periods.

There are no other IFRSs or IFRS IC interpretations that are effective for the first time for the financial year beginning on or after 1 January 2025 that would be expected to have a material impact on the Company.

As at the date of authorisation of these financial statements, the following key standards and amendments were in issue but not yet effective. The Company has not applied these standards and interpretations in the preparation of these financial statements.

• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (Effective 1 January 2026)

• Annual Improvements to IFRS Accounting Standards (Volume 11) (Effective 1 January 2026)

• Contracts referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) (Effective 1 January 2026)

• Presentation and Disclosure in Financial Statements (IFRS 18) (Effective 1 January 2027)

• Subsidiaries without Public Accountability: Disclosures (IFRS 19) (Effective 1 January 2027)

None of the IFRSs or IFRS IC interpretations that are in issue but not yet effective are expected to have a material impact on the Company.

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 following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in these financial statements.

During normal operation of the business, many transactions and calculations take place, for which the accurate calculation is uncertain. In the case that the final taxes after audit are different than the amounts initially posted, these differences will affect income tax and provisions for deferred tax during the year when the determination of tax differences took place. The Company believes that income tax and deferred taxes for the unaudited tax year have correctly been estimated and deferred taxes have been recognised to the extent that differences between accounting and taxable profits were considered to be temporary.

There was no Directors' remuneration paid for the year ended 31 December 2025 (31 December 2024: $nil)

There were no staff costs during the current financial year (31 December 2024: $nil). The average number of employees, excluding directors, during the current financial year was nil (31 December 2024: nil).

During the year, $34,530 of administrative expenses were incurred however a write back of historical over-accruals totaling $178,934 resulted in a positive admin expense.

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

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

During the financial period the company entered into transactions, in the ordinary course of business, with related parties. Transactions entered into, and trading balances outstanding at 31 December 2025 with other related parties, are as follows:

During the year, an earn out payment of $531,410 was received in respect of the sale of its subsidiary undertaking in 2020 and dividend of $531,410 was paid to the Company's parent GSA Solar Ltd.

There were no transactions with key management personnel during the year and prior year.

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

Principal risks and uncertainties

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

Risk management is carried out by policies approved by the Board of Directors of the Company. The Board of Directors of the Company provide 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.

• 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 the Company’s financial assets and liabilities are denominated in various currencies.

• 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.

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 entire issued share capital of GSA Solar UK Ltd is held by GSA Solar Ltd, a company incorporated and registered in the Cayman Islands.

The Company's immediate parent is GSA Solar Ltd (Cayman Islands) and the ultimate parent undertaking and controlling party is ISQ Global Infrastructure Fund (Cayman Islands).

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. There are no other post balance sheet events.