NOTE 9 – A CONSOLIDATED ENTITY

On February 24, 2025, the Company entered into a shareholders agreement (the “Italy Agreement”) with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD, a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company purchased 70% of SBI4 shares (on a fully diluted basis) from SB. As a result of such, SBI4 became a majority-owned subsidiary of the Company. At the time of the transaction SBI4 had not activity.

The Company will lend €2,300 thousands (approximately $2,691) to SBI4 for financing two battery storage projects in Sicily, Italy (the “Projects”) which loan accrues interest at 7% per annum. Additionally, the Italy Agreement provides for a right of repurchase of shares of SBI4 by SB in the event the Company does not furnish drawdown amounts in accordance with the terms of the Italy Agreement.

The net profit from sales of projects will be split between the parties as follows: if the selling price per megawatt (“MW”) (i) does not exceed € 30 thousands, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds € 30 thousands (approximately $35) up to € 60 thousands (approximately $70), per MW, SB will receive 40% of the profit (10% above its pro-rata share) and the Company will receive 60% of the profit; and (iii) exceeds € 60 thousands(approximately $70) per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and the Company will receive 50% of the net profit.

As of December 31, 2025, the Company has funded €1,207 thousands (approximately $1,418). As SBI4 is consolidated by the Company, these amounts are eliminated upon consolidation and therefore are not presented as a loan in the consolidated financial statements.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)