Interim report
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Fluence Corporation Limited Appendix 4D Half-year report 1. Company details Fluence Corporation Limited Appendix 4D Interim Financial Report Half-year 30 June 2026 Name of entity: Fluence Corporation Limited ABN: 52 127 734 196 Reporting period: For the half-year ended 30 June 2026 Previous period: For the half-year ended 30 June 2025 2. Results for announcement to the market Current reporting period - half-year ended 30 June 2026 Previous - half-year ended 30 June 2025 USD $'000 Revenues from ordinary activities from continuing operations up 15% to 37,632 Loss from ordinary activities after tax attributable to the Owners of Fluence Corporation Limited down 79% to (823) Loss for the half-year attributable to the Owners of Fluence Corporation Limited down 79% to (823) Dividends There were no dividends paid, recommended or declared during the current financial period. The loss for the Group after providing for income tax and non-controlling interest amounted to $823,000 (30 June 2025: $3,847,000). 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security (0.95) (1.04) Explanation of the above information: Refer to the Directors' Report - Review of operations. To be read in conjunction with the 31 December 2025 Annual Report
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ABN 52 127 734 196 Fluence Corporation Limited Interim Financial Report - 30 June 2026
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Fluence Corporation Limited Directors' report 30 June 2026 1 Directors' Report The Directors present their report, together with the financial statements for the six months ended 30 June 2026 (“H1 2026”) of Fluence Corporation Limited ("Fluence" or the "Company", and together with its subsidiaries, the "Group"). Please note that unless otherwise stated, all figures are in US Dollars. Directors The following persons held office as Directors of Fluence for the whole of H1 2026 unless otherwise stated: Mr Douglas Brown, Chairman Mr Ben Fash, CEO and Managing Director Mr Paul Donnelly, Lead Independent Director, Non-Executive Director Mr Mel Ashton, Non-Executive Director Mr Nikolaus Oldendorff, Non-Executive Director Financial and Operating Update During H1 2026, Fluence continued to execute its strategy of growing its high-margin Smart Product Solutions (“SPS”) and Recurring Revenue (“RR”) products and services through its market-focused business units. During H1 2026, the Company delivered strong financial and operating performance, with double-digit revenue growth, meaningful underlying gross margin expansion and significantly higher EBITDA1 in the first half than has been delivered in more than five (5) years. Revenue in H1 2026 was $37.6 million, which was $4.8 million or 14.6% higher than the six months ended 30 June 2025 ("H1 2025"). SPS plus RR grew 34.7% compared to H1 2025, reflecting the continued shift in the Company’s revenue mix toward higher-margin products and services. Contributions from IWB, SEA & China and the Ivory Coast were the largest reasons for the increase, partly offset by lower revenue at IWR and MWW as a result of the timing of project execution and customer orders. H2 2026 is expected to show revenue growth as compared to H1 2026 as backlog projects are executed and new orders convert. As a result of the revenue growth and margin expansion in H1 2026, EBITDA 1 was $3.4 million, an increase of $3.3 million compared to H1 2025. Gross margins2 were 35.5% in H1 2026 (H1 2025: 26.7%), an increase of 8.7% compared to H1 2025, which is primarily attributable to the recognition of the 2025 Ivory Coast O&M maintenance fees of $3.5 million, together with an increased contribution from SPS and RR, improved project execution and lower project warranty accruals. Gross margins improved at every business unit other than IWR, with IWB, SEA & China, GWS and the Ivory Coast each recording material improvement over H1 2025. SG&A and R&D of $10.2 million was $1.4 million higher than H1 2025 1, reflecting investment in the sales and delivery capability required to support growth. New orders were $23.6 million in H1 2026, an increase of 5.0% compared to H1 2025. Following a softer first quarter, Q2 2026 new orders of $16.1 million represented growth of 53.9% over Q2 2025 and were highlighted by strategic orders at SEA & China and IWR, together with the 2025 Ivory Coast O&M maintenance fees of $3.5 million. The Company expects H2 2026 new orders to be significantly higher than H1 2026 and to show strong new order growth in FY2026 overall. Backlog as of 30 June 2026 was $59.8 million. MWW, IWR, IWB and SEA & China collectively increased backlog by $6.8 million (18.4%) compared to 30 June 2025. H1 2026 revenue, backlog forecast to be recognised in H2 2026, recurring revenue and expected H2 2026 orders together support the Company’s FY2026 revenue growth objectives. The Company continues to expect double-digit revenue growth for FY2026 and is increasingly confident in its ability to meet its FY2026 EBITDA 1 growth targets, supported by improving order momentum, backlog conversion and continued margin expansion. [1] EBITDA as well as SG&A and R&D excludes the impact of Other Gains and Losses, which include FX gains and losses, share-based payments, gains and losses related to various legacy balance sheet items, restructuring, and other non-recurring items. [2] Gross Profit margin excludes the impact of depreciation and amortisation and, therefore, will not match Note 4.
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Fluence Corporation Limited Directors' report 30 June 2026 2 Segmented Financial Results The Company is organised into the following business units: ● Municipal Water and Wastewater (“MWW”) treatment includes MABR (Aspiral, SUBRE and Nitro) and Nirobox TM and NiroflexTM product lines; ● Industrial Wastewater & Biogas (“IWB”) provides solutions that support the shift to global decarbonisation, taking advantage of government incentives and green energy programs in North America and the new nitrogen removal laws in Mexico, among others; ● Industrial Water & Reuse (“IWR”) solutions, focusing on water reuse applications and high-growth markets such as power generation, lithium mining that supports the trend toward electrification as well as high-tech industries such as semiconductor and AI data centres; ● Southeast Asia and China ("SEA & China"), with a particular focus on efforts in countries such as Taiwan, Vietnam, Cambodia, the Philippines and South Korea to strengthen and diversify its sales pipeline; ● Global Water Services ("GWS", formerly BOO) which encompasses the Company's recurring revenue businesses, including significant Operations & Maintenance ("O&M"), Build-Own-Operate ("BOO") projects; and ● The Ivory Coast Main Works and Ivory Coast Addendum projects (“IVC”). Municipal Water and Wastewater Revenue from the MWW business unit was $4.7 million in H1 2026 (H1 2025: $4.8 million), representing a reduction of 1.2%. Gross Profit2 in H1 2026 was $1.8 million (H1 2025: $1.8 million) and EBITDA1 was ($0.2) million (H1 2025: $0.2 million). The MWW business unit is comprised of operations in North America and the Middle East. While the Company will continue to leverage its established position in the Middle East, the primary focus of the Company’s growth investment remains building out the North American team and marketing Fluence to the North American market. Revenue and EBITDA1 for H1 2026 were lower than the prior corresponding period primarily due to the timing of project execution and customer order delays. Gross margins2 were maintained at 37.6% in H1 2026 (H1 2025: 37.0%). The outlook for the business unit remains positive, with activity expected to accelerate during H2 2026 as projects progress and order momentum improves. Management expects MWW to deliver a stronger result in H2 2026 than in H1 2026. During the half-year, as part of its Middle East reorganisation, Fluence decided to exit its operations in Egypt, which management determined to be non-core. These operations have been classified as a discontinued operation. Refer to note 5 to the financial statements. Industrial Wastewater & Biogas Revenue from the IWB business unit was $8.1 million in H1 2026 (H1 2025: $4.9 million), representing a growth of 66.0%. Gross Profit2 in H1 2026 was $2.5 million (H1 2025: $1.3 million) and EBITDA1 was $1.2 million (H1 2025: $0.3 million). The IWB business unit is comprised of operations in Italy as well as North and South America (sales and engineering only). IWB was the strongest performing core business unit in H1 2026, with revenue increasing $3.2 million and EBITDA1 increasing $0.9 million, reflecting continued growth in higher-margin SPS solutions and improved project execution. Gross margins 2 improved to 30.5% in H1 2026 (H1 2025: 27.6%). The expansion of the North American teams, partners and sales representatives continues to be the focus of the Company’s growth initiatives, with a focus on the industrial wastewater and wastewater-to-energy product lines. IWB has also continued to focus on growth in South America through its established presence in Argentina and Brazil. Management expects IWB to significantly exceed its FY2025 financial performance. [1] EBITDA as well as SG&A and R&D excludes the impact of Other Gains and Losses, which include FX gains and losses, share-based payments, gains and losses related to various legacy balance sheet items, restructuring, and other non-recurring items. [2] Gross Profit margin excludes the impact of depreciation and amortisation and, therefore, will not match Note 4.
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Fluence Corporation Limited Directors' report 30 June 2026 3 Industrial Water & Reuse Revenue from the IWR business unit was $6.9 million in H1 2026 (H1 2025: $7.9 million), a reduction of 11.8% due to the timing of project execution and customer order delays. Gross Profit 2 in H1 2026 was $2.2 million (H1 2025: $3.1 million) and EBITDA1 was $0.5 million (H1 2025: $1.5 million). The IWR business unit is comprised of operations in Argentina, Brazil and North America (sales and engineering only). Gross margins2 of 32.0% in H1 2026 (H1 2025: 39.8%) reflect a lower-margin project mix in the period. IWR also benefited from several projects outperforming budgeted gross margin 2 in H1 2025 as compared to the current period. The business unit booked its first order in the United States during Q2 2026, quickly followed by a second, further demonstrating the success of the growth strategy enacted over the past few years. The primary focus for growth for H2 2026 and beyond remains continued growth in Brazil and North America. The outlook for the business unit remains positive, with activity expected to accelerate during H2 2026, and management is forecasting IWR to deliver a stronger result in H2 2026 than in H1 2026. Southeast Asia and China Revenue from the SEA & China business unit for H1 2026 was $3.4 million (H1 2025: $2.5 million), representing growth of 37.4%. Gross Profit 2 was $1.1 million in H1 2026 (H1 2025: $0.5 million) and EBITDA 1 was $0.1 million (H1 2025: ($0.3) million). The SEA & China business unit is comprised of operations in China and sells SPS equipment solutions in Taiwan, Singapore, the Philippines, Vietnam, Cambodia and South Korea, with China being the only manufacturing location. The business unit returned to positive EBITDA 1 in H1 2026 through improved project execution and stronger order activity across the region, particularly in the regions of renewed focus across SEA. Gross margins 2 improved materially to 34.0% in H1 2026 (H1 2025: 19.7%). Management expects the business unit to deliver significantly improved results compared to FY2025 and considers it well-positioned for further growth into FY2027. Global Water Services Revenue from the GWS business unit was $1.3 million in H1 2026 (H1 2025: $1.3 million). Gross Profit2 in H1 2026 was $0.3 million (H1 2025: $0.2 million) and EBITDA1 was $0.4 million (H1 2025: $0.3 million). GWS, formerly reported as BOO, encompasses the Company’s recurring revenue businesses, including significant O&M contracts, BOO projects, equipment rentals, spare parts and consumables sales. Fluence currently has BOO projects in the Bahamas and Jamaica, which are supported by dedicated local operations as well as a team based in the United States. GWS maintained revenue consistent with the prior corresponding period while increasing EBITDA1, reflecting continued stable performance across its recurring revenue activities. Gross margins 2 improved to 25.3% in H1 2026 (H1 2025: 14.6%). Management expects GWS to continue delivering consistent earnings through the remainder of FY2026. [1] EBITDA as well as SG&A and R&D excludes the impact of Other Gains and Losses, which include FX gains and losses, share-based payments, gains and losses related to various legacy balance sheet items, restructuring, and other non-recurring items. [2] Gross Profit margin excludes the impact of depreciation and amortisation and, therefore, will not match Note 4.
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Fluence Corporation Limited Directors' report 30 June 2026 4 Ivory Coast Revenues from the IVC project were $14.0 million in H1 2026 (H1 2025: $12.7 million), representing growth of 10.5%. Gross Profit2 in H1 2026 was $5.3 million (H1 2025: $1.6 million) and EBITDA 1 was $5.0 million (H1 2025: $1.4 million). Gross margins2 improved to 37.6% in H1 2026 (H1 2025: 12.8%). The increase in Gross Profit 2 and EBITDA1 primarily reflects the recognition of the 2025 O&M maintenance fees of $3.5 million, together with continued strong operating performance on the Addendum project. The Addendum project continues to progress on budget, with the majority of the works expected to be completed by the end of September 2026 and the remaining swamp stabilisation and bridge works expected by year-end 2026. As of 30 June 2026, the Company has collected seven (7) milestone payments related to the Addendum totalling €42.4 million, representing approximately 87.6% of the contract value. Milestone payment 7 was received in two instalments: €4.2 million on 24 April 2026 and €1.8 million on 27 June 2026. The remaining milestone payments 8 and 9, which collectively amount to approximately €6.0 million, are expected to be collected during Q4 2026 - Q1 2027 as the project nears completion. During H1 2026, the Company reached an agreement with the Ivory Coast government with respect to the value of the 2025 O&M maintenance services to be paid to Fluence ($3.5 million). O&M maintenance services continue to be provided throughout FY 2026, however, the precise amount of the fees for such services has not yet been finalised. Fluence is continuing its efforts to secure a long-term O&M contract for the plant and is negotiating exclusively with the client. Key Wins in H1 2026 and July 2026 The Company secured a number of important wins in H1 2026 and July 2026, including: ● Confidential Steel Manufacturer (USA): $3.7 million water treatment plant ("WTP"); ● SWater (Vietnam): SWRO with MMF desal plant (confidential price); ● Ivory Coast (Côte d'Ivoire): $3.5 million in 2025 O&M maintenance fees for maintenance services provided in FY2025; ● Dow (Argentina): $3.4 million UF and 2-pass BWRO for demi-water production; ● EGA (Dubai): Two (2) separate orders totalling $1.7 million. $0.6 million EDI WTP and a $1.1 million demineralised water plant; ● Confidential Hazardous Waste Company (Italy): $1.5 million Anaerobic digestion pretreatment; ● CAP (Italy): $0.7 million wastewater treatment plant ("WWTP"); ● Red Bluffs (USA): $0.6 million WTP; ● Stockade (USA): $0.5 million Aspiral MABR WWTP; ● Climax Molybdenum (USA): $0.4 million WWTP; ● Multiple Customers (SEA): $0.2 million Aspiral MABR WWTPs; and ● iTest (China): $0.1 million Aspiral MABR WWTPs. Cash Flow As at 30 June 2026, Cash and Cash Equivalents were $10.9 million (31 December 2025: $16.6 million). In addition, the Company held $4.0 million in short and long-term deposits, of which approximately $3.8 million are held as collateral for bank guarantees for the Ivory Coast Main Works. Operating cash flow used in H1 2026 was $6.4 million, compared to operating cash flow generated of $4.9 million in H1 2025. The Company generated positive operating cash flow of $1.8 million in Q2 2026, which included the receipt of milestone 7 of the Ivory Coast Addendum project of €6.0 million, with a number of the related vendor payments scheduled to be settled during Q3 2026. As a result of the timing of these receipts and payments, Q3 2026 operating cash flow is expected to be negative but is anticipated to reverse in Q4 2026. Fluence invested $0.4 million in various capital projects in H1 2026 (H1 2025: $0.6 million). The Company drew $1.5 million under its revolving credit facility during Q2 2026 to support working capital requirements and expects to repay this drawdown during H2 2026. [1] EBITDA as well as SG&A and R&D excludes the impact of Other Gains and Losses, which include FX gains and losses, share-based payments, gains and losses related to various legacy balance sheet items, restructuring, and other non-recurring items. [2] Gross Profit margin excludes the impact of depreciation and amortisation and, therefore, will not match Note 4.
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Fluence Corporation Limited Directors' report 30 June 2026 5 Update on Potential Impact of the Middle East Conflict During Q1 2026, geopolitical tensions in the Middle East escalated following the conflict involving Iran, Israel, the United States as well as several other countries in the region, including the United Arab Emirates, Qatar and Lebanon. The situation increased volatility in global energy markets and supply chains, particularly due to disruptions in key shipping routes such as the Strait of Hormuz, through which approximately 20% of global oil supply typically ships. These developments have contributed to heightened uncertainty across the region, including increased freight costs, longer logistics lead times and continued volatility in global supply chains. From an operational standpoint, Fluence continues to closely monitor developments across the region and remains focused on maintaining operational flexibility. The Company has implemented a number of mitigation strategies over the past 18 months, including diversified sourcing, regional supply chain flexibility and disciplined project pricing, all of which help manage potential disruption should conditions deteriorate further. Management continues to assess developments and will adjust its sourcing, logistics and project execution strategies where appropriate. From a market perspective, the conflict has created a more uncertain operating environment, with many companies reporting delays in investment decisions and project activity. Fluence continues to actively engage with its customers and believes the long-term fundamentals supporting demand for water and wastewater infrastructure remain strong. The Company has not experienced any direct impact on the business such as project or order cancellations; however, it has experienced some delays in order timelines as a result of deferred or delayed investment decisions with some customers. At this time, the Company is not projecting a material financial impact from the conflict, although the geopolitical environment remains volatile and subject to change. Updates to Fluence’s Management Team The Company announced the appointment of Jeremy Dayment as Chief Operating Officer (“COO”), effective 27 July 2026. Mr Dayment brings almost 30 years of operational, technical and commercial leadership experience spanning engineering, project management, sales, operations, supply chain, P&L and executive leadership. Mr Dayment joins Fluence after 25 years at Newterra, where he most recently served as President – Engineered Solutions and also held other senior roles, including COO, VP Sales & Marketing and managed various teams across Sales and Engineering. During his time at Newterra, Mr Dayment helped scale the company to one of the highest-performing mid-market water companies with top-tier EBITDA margins and was a critical contributor to successful exits in 2020 and 2025. Mr Dayment worked closely with Ben Fash, Fluence CEO and Managing Director, while at Newterra from 2012-2021, helping to turn the business from an unprofitable company to one with strong positive EBITDA, ultimately leading to its sale to a private equity owner in 2020. Working closely with the CEO, executive team and other senior leaders across Fluence, Mr Dayment’s responsibilities will include leadership of the MWW business unit, enhancing global execution capabilities (with a particular focus on global cross- border projects), global project management, procurement and safety. Mr Dayment holds a degree in Electronics Engineering Technology from the RCC Institute of Technology and a Bachelor of Technology from the Memorial University of Newfoundland. His extensive executive leadership experience, through both turnaround and growth stages, combined with his proven ability to enhance processes and structure for scalable growth will be tremendous assets for Fluence as the Company enters its next phase of growth.
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Fluence Corporation Limited Directors' report 30 June 2026 6 Review of Financial Results The Company has used United States Dollars (US$) as its presentation currency in the attached financial report. The revenue from ordinary activities from continuing operations for the six months ended 30 June 2026 was $37,632,000 (2025: $32,851,000) and the loss from ordinary activities from continuing operations before tax was $385,000 (2025: loss of $3,965,000). Cost of sales from continuing operations for the six months ended 30 June 2026 increased to $24,391,000 (2025: $24,297,000). Total fixed costs including R&D, Sales & Marketing, and General & Administrative expenses for the six months ended 30 June 2026 increased to $11,943,000 (2025: $10,035,000)1. The Company’s net liabilities decreased by $687,000 to $9,405,000 as at 30 June 2026 from $10,092,000 as at 31 December 2025. Significant Changes in the State of Affairs During H1 2026, as part of its Middle East reorganisation, the Company decided to exit its operations in Egypt, which management determined to be non-core. These operations have been classified as a discontinued operation. Other than this matter, there was no significant change in the state of affairs of the Company during H1 2026. Events After the Reporting Period In July 2026, the Company reached an agreement with Nikolaus Oldendorff and Doug Brown (the “Lenders”) to extend the maturity of the Company’s existing $20.0 million revolving credit facility (the “Revolving Credit Facility”) for an additional 12 months to 31 July 2027, on substantially the same commercial terms as the original Revolving Facility before the 3-month extension. The interest rate will continue to be variable and linked to the U.S. Prime Rate (currently 6.75%). The existing conditions precedent, financial covenants, events of default and security arrangements remain unchanged. Each Lender is a member of the Company's Board of Directors and a shareholder of the Company. The Company announced the appointment of Mr Jeremy Dayment as Chief Operating Officer, effective 27 July 2026. No matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Rounding of Amounts The Company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. [1] Includes depreciation, amortisation and share-based payments.
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Fluence Corporation Limited Directors' report 30 June 2026 7 Auditor's Independence Declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report. This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001. On behalf of the Directors Ben Fash CEO and Managing Director 31 August 2026 Plymouth, Minnesota
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Collins Place Level 25, 35 Collins Street Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia Tel: +61 3 9603 1700 Fax: +61 3 9602 3870 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member fi rms. Liability limited by a scheme approved under Professional Standards Legislation. DECLARATION OF INDEPENDENCE BY KATHERINE ROBERTSON TO THE DIRECTORS OF FLUENCE CORPORATION LIMITED As lead auditor for the review of Fluence Corporation Limited for the half-year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and 2. No contraventions of any applicable code of professional conduct in relation to the review. This declaration is in respect of Fluence Corporation Limited and the entities it controlled during the period. Katherine Robertson Director BDO Audit Pty Ltd Melbourne, 31 August 2026
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Fluence Corporation Limited Contents 30 June 2026 9 Statement of profit or loss and other comprehensive income ..............................................................................................10 Statement of financial position .............................................................................................................................................12 Statement of changes in equity............................................................................................................................................14 Statement of cash flows .......................................................................................................................................................15 Notes to the financial statements .........................................................................................................................................16 Note 1. General information and basis of preparation......................................................................................................16 Note 2. Going concern .....................................................................................................................................................16 Note 3. Material accounting policy information.................................................................................................................16 Note 4. Segment information............................................................................................................................................16 Note 5. Discontinued operations ......................................................................................................................................18 Note 6. Operating revenue ...............................................................................................................................................21 Note 7. Other gains/(losses).............................................................................................................................................21 Note 8. People cost (Share-based payments) .................................................................................................................22 Note 9. Earnings per share ..............................................................................................................................................22 Note 10. Trade and other receivables ..............................................................................................................................24 Note 11. Inventories .........................................................................................................................................................24 Note 12. Concession asset ..............................................................................................................................................24 Note 13. Intangible assets................................................................................................................................................25 Note 14. Long-term deposits ............................................................................................................................................25 Note 15. Trade and other payables and other liabilities...................................................................................................25 Note 16. Borrowings.........................................................................................................................................................26 Note 17. Contributed equity..............................................................................................................................................26 Note 18. Recognised fair value measurements ...............................................................................................................27 Note 19. Commitments and contingent liabilities .............................................................................................................27 Note 20. Events after the reporting period .......................................................................................................................27 Directors' declaration............................................................................................................................................................28 Independent auditor's review report to the members of Fluence Corporation Limited.........................................................29 General information The financial statements cover Fluence Corporation Limited as a Group consisting of Fluence Corporation Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in US dollars, which is Fluence Corporation Limited's functional and presentation currency. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 31 August 2026. This Interim Financial Report does not include all the notes of the type normally included in an Annual Financial Report. Accordingly, this report is to be read in conjunction with the Annual Report for the year ended 31 December 2025 and any public announcements made by Fluence Corporation Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
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Fluence Corporation Limited Statement of profit or loss and other comprehensive income For the half-year ended 30 June 2026 Consolidated Note 30 June 2026 30 June 2025 USD $'000 USD $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 10 Revenue from continuing operations 6 37,632 32,851 Expenses Cost of sales (24,391) (24,297) Research and development expenses (657) (889) Sales and marketing expenses (3,093) (2,015) General and administrative expenses (8,193) (7,131) Other losses 7 (899) (1,743) Finance costs (784) (741) Loss before income tax benefit/(expense) from continuing operations (385) (3,965) Income tax benefit/(expense) 209 (124) Loss after income tax benefit/(expense) from continuing operations (176) (4,089) Profit/(loss) after income tax expense from discontinued and held for sale operations 5 (676) 337 Loss after income tax benefit/(expense) for the half-year (852) (3,752) Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation 400 1,363 Other comprehensive income for the half-year, net of tax 400 1,363 Total comprehensive income for the half-year (452) (2,389) Other comprehensive income for the half-year From continuing operations 419 1,474 From discontinued operations (19) (111) 400 1,363 Loss for the half-year is attributable to: Non-controlling interest (29) 95 Owners of Fluence Corporation Limited (823) (3,847) (852) (3,752) Total comprehensive income for the half-year is attributable to: Continuing operations (28) 109 Discontinued operations (1) (14) Non-controlling interest (29) 95 Continuing operations 271 (2,322) Discontinued operations (694) (162) Owners of Fluence Corporation Limited (423) (2,484) (452) (2,389)
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Fluence Corporation Limited Statement of profit or loss and other comprehensive income For the half-year ended 30 June 2026 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 11 US Dollars US Dollars Earnings per share for loss from continuing operations attributable to the Owners of Fluence Corporation Limited Basic earnings per share 9 (0.00013) (0.00351) Diluted earnings per share 9 (0.00013) (0.00351) Earnings per share for profit/(loss) from discontinued operations attributable to the Owners of Fluence Corporation Limited Basic earnings per share 9 (0.00059) (0.00005) Diluted earnings per share 9 (0.00059) (0.00005) Earnings per share for loss attributable to the Owners of Fluence Corporation Limited Basic earnings per share 9 (0.00072) (0.00356) Diluted earnings per share 9 (0.00072) (0.00356)
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Fluence Corporation Limited Statement of financial position As at 30 June 2026 Consolidated Note 30 June 2026 31 December 2025 USD $'000 USD $'000 The above statement of financial position should be read in conjunction with the accompanying notes 12 Assets Current assets Cash and cash equivalents 10,932 16,640 Other financial assets 6 6 Trade and other receivables 10 32,252 24,805 Inventories 11 4,619 4,586 Prepayments 2,663 3,150 Concession arrangement assets 12 271 271 Other assets 100 71 Total current assets 50,843 49,529 Non-current assets Deferred tax assets 1,937 1,708 Property, plant and equipment 8,835 9,032 Intangible assets 13 591 617 Concession arrangement assets 12 2,093 2,228 Long-term deposits 14 3,962 4,124 Other assets 44 71 Total non-current assets 17,462 17,780 Total assets 68,305 67,309 Liabilities Current liabilities Trade and other payables and other liabilities 15 29,118 32,883 Borrowings 16 20,470 18,189 Lease liabilities 441 479 Current tax liabilities 84 115 Provisions 1,475 2,513 Contract liabilities 10,076 7,018 Total current liabilities 61,664 61,197 Non-current liabilities Lease liabilities 469 645 Provisions 542 521 Contract liabilities 15,035 15,038 Total non-current liabilities 16,046 16,204 Total liabilities 77,710 77,401 Net liabilities (9,405) (10,092)
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Fluence Corporation Limited Statement of financial position As at 30 June 2026 Consolidated Note 30 June 2026 31 December 2025 USD $'000 USD $'000 The above statement of financial position should be read in conjunction with the accompanying notes 13 Equity Contributed equity 17 234,974 234,810 Reserves 2,912 1,537 Accumulated losses (245,184) (244,361) Deficiency attributable to the Owners of Fluence Corporation Limited (7,298) (8,014) Non-controlling interest (2,107) (2,078) Total deficiency (9,405) (10,092)
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Fluence Corporation Limited Statement of changes in equity For the half-year ended 30 June 2026 The above statement of changes in equity should be read in conjunction with the accompanying notes 14 Contributed equity Reserves Accumulated losses Non- controlling interest Total deficiency Consolidated USD $'000 USD $'000 USD $'000 USD $'000 USD $'000 Balance at 1 January 2025 232,614 (1,608) (236,279) (2,218) (7,491) Profit/(loss) after income tax expense for the half-year - - (3,847) 95 (3,752) Other comprehensive income for the half-year, net of tax - 1,363 - - 1,363 Total comprehensive income for the half-year - 1,363 (3,847) 95 (2,389) Transactions with Owners in their capacity as Owners: Issue of ordinary shares, net of transaction costs 250 (254) - - (4) Share-based payments - 569 - - 569 Balance at 30 June 2025 232,864 70 (240,126) (2,123) (9,315) Contributed equity Reserves Accumulated losses Non- controlling interest Total deficiency Consolidated USD $'000 USD $'000 USD $'000 USD $'000 USD $'000 Balance at 1 January 2026 234,810 1,537 (244,361) (2,078) (10,092) Loss after income tax benefit for the half-year - - (823) (29) (852) Other comprehensive income for the half-year, net of tax - 400 - - 400 Total comprehensive income for the half-year - 400 (823) (29) (452) Transactions with Owners in their capacity as Owners: Issue of ordinary shares, net of transaction costs 164 (166) - - (2) Share-based payments - 1,141 - - 1,141 Balance at 30 June 2026 234,974 2,912 (245,184) (2,107) (9,405)
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Fluence Corporation Limited Statement of cash flows For the half-year ended 30 June 2026 Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 15 Cash flows from operating activities Receipts from customers 31,937 43,461 Payments to suppliers and employees (38,051) (38,272) Interest received 37 10 Interest and other costs of finance paid (66) (70) Income taxes paid (269) (269) Net cash from/(used in) operating activities (6,412) 4,860 Cash flows from investing activities Payments for property, plant and equipment (415) (571) Proceeds from sale of property, plant and equipment 50 56 Payments of security deposits - (109) Net cash used in investing activities (365) (624) Cash flows from financing activities Proceeds from borrowings 1,500 410 Repayment of borrowings (9) (1,045) Principal portion of lease liabilities (294) (356) Transaction costs related to the issuance of ordinary shares (2) (4) Net cash from/(used in) financing activities 1,195 (995) Net increase/(decrease) in cash and cash equivalents (5,582) 3,241 Cash and cash equivalents at the beginning of the financial half-year 16,640 8,945 Effects of exchange rate changes on cash and cash equivalents (126) 534 Cash and cash equivalents at the end of the financial half-year 10,932 12,720
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 16 Note 1. General information and basis of preparation These Interim Financial Statements of the Company are for the six months ended 30 June 2026 (the "Interim Financial Statements") and are presented in United States Dollars, which is the Company's presentation currency. These general purpose Interim Financial Statements have been prepared in accordance with the requirements of AASB 134 Interim Financial Reporting and the Corporations Act 2001. They do not include all of the information required in Annual Financial Statements in accordance with Australian Accounting Standards, and should be read in conjunction with the financial statements of the Company for the year ended 31 December 2025 and any public announcements made by the Company during the half-year in accordance with continuous disclosure requirements arising under the Australian Securities Exchange Listing Rules and the Corporations Act 2001. The Interim Financial Statements have been approved and authorised for issue by the board of directors on 31 August 2026. Note 2. Going concern The financial statements have been prepared on the going concern basis which assumes the consolidated entity will have sufficient cash to pay its debts, as and when they become payable, for a period of at least 12 months from the date the financial report was authorised for issue. As at 30 June 2026 the Company had cash and cash equivalents of $10,932,000. In addition to that the Company had $3,962,000 in long-term deposits, of which approximately $3,800,000 are held as collateral for bank guarantees for the Ivory Coast Main Works. Subsequent to 30 June 2026, the Company extended its existing US$20.0 million Revolving Credit Facility through 31 July 2027. The extension was agreed on substantially the same commercial terms as the existing facility and provides continued access to working capital to support the Company’s operations. Refer to note 16 for further details. The consolidated entity has prepared a cash flow forecast supported by detailed assumptions and scenario planning directed to sustaining business growth. These assumptions do not include any planned capital raises or changes. These forecasts indicate that the consolidated entity expects to have sufficient funds to support its ongoing operations for a period of at least 12 months from the date the financial report was authorised for issue. As at 30 June 2026, the Company had a substantial contracted sales backlog of US$59,831,000. Accordingly, the Company expects to earn significant revenue over the next 12 months and beyond. The resulting net cash flows associated with this revenue will provide further working capital to the consolidated entity. Note 3. Material accounting policy information The Interim Financial Statements have been prepared in accordance with the same accounting policies adopted in the Company's last Annual Financial Statements for the year ended 31 December 2025. The accounting policies have been applied consistently throughout the Company for the purposes of preparation of these Interim Financial Statements. The principal accounting policies adopted are consistent with those of the previous accounting period and corresponding interim reporting period, unless stated otherwise. Rounding of amounts The amounts contained in the Directors' Report and in the Financial Report have been rounded to the nearest $1,000 or $1,000,000 (where rounding is applicable) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors' Report) Legislative Instrument 2026/183. The Company is an entity to which the Legislative Instrument applies. Note 4. Segment information The Company has identified six primary reporting segments based on the internal reports that are reviewed by the Managing Director and Chief Executive Officer, who is identified as the Chief Operating Decision Maker (“CODM”). The internal reports reviewed by the CODM assess performance and determine the allocation of resources. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 Note 4. Segment information (continued) 17 The Company's operating segments are: ● Municipal Water and Wastewater (“MWW”) treatment includes MABR (Aspiral, SUBRE and Nitro) and Nirobox TM and NiroflexTM product lines; ● Industrial Wastewater & Biogas (“IWB”) provides solutions that support the shift to global decarbonisation, taking advantage of government incentives and green energy programs in North America and the new nitrogen removal laws in Mexico, among others; ● Industrial Water & Reuse (“IWR”) solutions, focusing on water reuse applications and high-growth markets such as power generation, lithium mining that supports the trend toward electrification as well as high-tech industries such as semiconductor and AI data centres; ● Southeast Asia and China ("SEA & China"), with a particular focus on efforts in countries such as Taiwan, Vietnam, Cambodia, the Philippines and South Korea to strengthen and diversify its sales pipeline; ● Global Water Services ("GWS", formerly BOO) which encompasses the Company's recurring revenue businesses, including significant Operations & Maintenance ("O&M"), Build-Own-Operate ("BOO") projects; and ● The Ivory Coast Main Works and Ivory Coast Addendum projects (“IVC”). 2026 MWW IWB IWR SEA & China GWS IVC Intersegment Elimination Corporate Fluence $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 Revenue Revenue from continuing operations 4,741 8,115 6,938 3,373 1,253 14,031 (819) - 37,632 4,741 8,115 6,938 3,373 1,253 14,031 (819) - 37,632 Segment gross profit 1,783 2,469 2,220 1,052 307 5,281 129 - 13,241 Operating expenses (2,104) (1,369) (1,876) (1,110) (164) (282) (129) (4,909) (11,943) Depreciation and amortisation 78 118 117 164 34 - - 235 746 Other EBITDA adjustments 27 27 27 22 197 - - 1,038 1,338 Segment EBITDA (216) 1,245 488 128 374 4,999 - (3,636) 3,382 Share of profits of associates - - - - - - - - - Profit/loss from discontinued operations (662) - - - (14) - - - (676) Other losses, finance cost and income tax (1,027) (76) (56) 120 62 391 - (888) (1,474) Segment results (2,010) 1,024 288 62 191 5,390 - (5,797) (852) 20251 MWW IWB IWR SEA & China GWS IVC Intersegment Elimination Corporate Fluence $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 Revenue Revenue from continuing operations 4,797 4,889 7,866 2,454 1,338 12,694 (1,187) - 32,851 4,797 4,889 7,866 2,454 1,338 12,694 (1,187) - 32,851 Segment gross profit 1,772 1,340 3,015 398 195 1,601 233 - 8,554 Operating expenses (1,627) (1,174) (1,675) (825) (69) (214) (233) (4,218) (10,035) Depreciation and amortisation 84 118 141 204 - 24 - 247 818 Other EBITDA adjustments 16 15 16 (74) 204 - - 596 773 Segment EBITDA 245 299 1,497 (297) 330 1,411 - (3,375) 110 Profit/loss from discontinued operations 393 - - - (56) - - - 337 Other losses, finance cost and income tax 86 4 (648) (588) 36 (42) - (1,456) (2,608) Segment results 624 170 692 (1,015) 106 1,345 - (5,674) (3,752) [1] 2025 Segment results for H1 2025 were adjusted to reflect the Company's operations in Egypt as discontinued operations
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 Note 4. Segment information (continued) 18 Intersegment transactions Intersegment transactions are made at market rates and are eliminated on consolidation. Balance sheet disclosures for each reporting segment have not been included as they are not reviewed by the CODM. Note 5. Discontinued operations (a) Discontinued operations (i) Description During the half-year ended 30 June 2026, Fluence decided to exit its Egypt operations, The International Company for Water Services & Infrastructure S.A.E. (“IWS”), which management determined to be non-core following an extensive review of the future potential of the business. Fluence will seek to work with its minority partners to pursue a suspension of operations with the ultimate goal of closing and liquidating the IWS business. IWS was established in 2018 as a joint venture with Eagle Capital Investment S.A.E. and Egyptian Company for Investment Project S.A.E.; Fluence is the 75% majority owner of IWS and leads the business operationally. These operations have been classified as a discontinued operation. At 30 June 2026, the IWS operations held total assets of $1.1 million and total liabilities of $6.1 million, including $5.6 million related-party liabilities, resulting in net liabilities of $5.0 million. Exiting these operations is expected to streamline Fluence's focus on its core MWW operations. During the half-year ended 30 June 2026, the Company continued to classify its San Quintin project in Mexico ("Fluence SQ") and its operations in Colombia as discontinued operations. (ii) Financial performance and cash flow information The financial performance and cash flow information presented are for the half-year ended 30 June 2026. Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 IWS Revenue 85 212 Cost of sales (103) (144) Sales and marketing expenses (23) (18) General and administrative expenses (65) (100) Other gains/(losses) (569) 458 Finance income/(costs) 13 (6) Profit/(loss) after income tax from discontinued operations (662) 402 Cash flow from operating activities 757 (27) Cash flow from investing activities - 51 Effects of exchange rate changes on cash and cash equivalents (94) (4) Net increase in cash and cash equivalents from discontinued operations 663 20
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 Note 5. Discontinued operations (continued) 19 Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Fluence Colombia General and administration expenses - (9) Loss after income tax from discontinued operations - (9) Cash flow from operating activities - (7) Effects of exchange rate changes on cash and cash equivalents - 1 Net decrease in cash and cash equivalents from discontinued operations - (6) Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Fluence SQ General and administrative expenses (12) (32) Income tax expense (2) (24) Loss after income tax from discontinued operations (14) (56) Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Cash flow from operating activities - (34) Effects of exchange rate changes on cash and cash equivalents - 2 Net decrease in cash and cash equivalents from discontinued operations - (32) Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Gain/(loss) after income tax expense from discontinued operations IWS (662) 402 Fluence Colombia - (9) Fluence SQ (14) (56) Profit/(loss) after income tax from discontinued operations (676) 337
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 Note 5. Discontinued operations (continued) 20 (b) Carrying amounts of assets and liabilities related to discontinued operations. Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 IWS Cash and cash equivalents 664 1 Trade and other receivables 161 1,831 Inventory 54 55 Prepayments 27 29 Other current assets 51 50 Long-term deposits 145 150 Total assets 1,102 2,116 Trade and other payables 345 76 Provisions 56 62 Deferred revenue - 242 Long-term deferred revenue 156 161 Related-party liabilities 5,585 5,965 Total liabilities 6,142 6,506 Net liabilities (5,040) (4,390) Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Fluence Colombia Cash and cash equivalents 4 4 Trade and other receivables 3 3 Total assets 7 7 Trade and other payables and other liabilities 70 51 Total liabilities 70 51 Net liabilities (63) (44) Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Fluence SQ Cash and cash equivalents 1 1 Trade and other receivables 45 36 Other assets 2 2 Property, plant and equipment 144 140 Total assets 192 179 Trade and other payables and other liabilities 178 158 Net assets 14 21
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 21 Note 6. Operating revenue Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Contract revenue Smart product solutions 18,663 14,987 Custom engineering solutions 10,473 12,686 Total contract revenue 29,136 27,673 Service revenue Services 6,861 3,401 Parts and consumables 382 439 Concession assets contracts 1,253 1,338 Total service revenue 8,496 5,178 Total operating revenue 37,632 32,851 Revenue has been disaggregated based on contract revenue (inclusive of Smart Product Solutions and Custom Engineering Solutions) and service revenue (inclusive of Recurring Revenue). They comprise distinct revenue streams and margins. Refer to note 4 for disaggregation of revenue by operating segments. Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Timing of revenue recognition Goods transferred at a point in time 29,136 27,468 Services transferred over time 8,496 5,383 Total operating revenue 37,632 32,851 Note 7. Other gains/(losses) Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Other gains/(losses) Foreign exchange loss (626) (374) Onerous contract provision (136) (371) Non-operating expenses (53) (77) Restructuring provision - (722) Provision for intangible assets - (321) Foreign currency transactions costs - (7) Loss on disposal of property, plant and equipment - (5) Change in inventory provision - 109 Other (84) 25 Total other losses (899) (1,743)
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 22 Note 8. People cost (Share-based payments) Set out below are summaries of options granted to directors, consultants, and employees under the Company's employee share option plan: 30 June 2026 Grant / change date Expiry date Exercise price Granted Exercised Cancelled/ Lapsed/ Forfeited Balance at 30 June 2026 (AU$) Opening balance 268,471,872 (4,634,104) (96,943,459) 166,894,309 30 January 2026 1 January 2027 0.18 - - (7,800) (7,800) 30 January 2026 14 March 2027 0.28 - - (156,250) (156,250) 30 January 2026 15 January 2028 0.23 - - (50,000) (50,000) 1 June 2026 30 May 2033 0.12 3,500,000 - - 3,500,000 30 June 2026 30 June 2026 0.22 - - (500,000) (500,000) Closing balance 271,971,872 (4,634,104) (97,657,509) 169,680,259 As of 30 June 2026, 78,485,259 of the options out of the outstanding total of 169,680,259 under the Company's employee share option plan have vested. Expenses arising from share-based payment transactions Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Share-based payment expense Employee share-based payments 949 329 Director share-based payments 187 189 Consultants share-based payments 5 51 1,141 569 Note 9. Earnings per share Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Earnings per share for loss from continuing operations Loss after income tax (176) (4,089) Non-controlling interest 28 293 Loss after income tax attributable to the Owners of Fluence Corporation Limited (148) (3,796) $ $ Basic earnings per share (0.00013) (0.00351) Diluted earnings per share (0.00013) (0.00351)
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 Note 9. Earnings per share (continued) 23 Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Earnings per share for profit/(loss) from discontinued operations Profit/(loss) after income tax (676) 337 Non-controlling interest 1 (388) Loss after income tax attributable to the Owners of Fluence Corporation Limited (675) (51) $ $ Basic earnings per share (0.00059) (0.00005) Diluted earnings per share (0.00059) (0.00005) Consolidated 30 June 2026 30 June 2025 USD $'000 USD $'000 Earnings per share for loss Loss after income tax (852) (3,752) Non-controlling interest 29 (95) Loss after income tax attributable to the Owners of Fluence Corporation Limited (823) (3,847) $ $ Basic earnings per share (0.00072) (0.00356) Diluted earnings per share (0.00072) (0.00356) Number Number Weighted average number of ordinary shares Weighted average number of ordinary shares used in calculating basic earnings per share 1,143,183,232 1,081,305,225 Weighted average number of ordinary shares used in calculating diluted earnings per share 1,143,183,232 1,081,305,225
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 24 Note 10. Trade and other receivables Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Trade receivables 22,045 14,233 Less: Allowance for expected credit losses (3,553) (2,963) 18,492 11,270 Contract assets (unbilled receivables) 8,952 8,808 GST and other taxes receivable 3,537 3,718 Income tax receivable 876 636 Other receivables 395 373 13,760 13,535 Other - long-term receivables 1,211 1,245 Provision for impairment - long-term receivables (1,211) (1,245) Total trade and other receivables 32,252 24,805 Note 11. Inventories Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Raw materials - at cost 3,633 3,411 Work in progress - at cost 912 1,006 Finished goods - at lower of cost or net realisable value 74 169 Total inventories 4,619 4,586 Note 12. Concession asset In July 2018 the Company entered into a service concession arrangement in the Bahamas to build a seawater desalination potable water treatment plant. The onsite execution and construction started in October 2018 and was completed in October 2019. Under the terms of the agreement, the Company will operate the desalination plant and provide water to the grantor for an expected period of 15 years, unless the grantor exercises its buyout clause. The Company will be responsible for any maintenance services required during the concession period. The grantor provides the Company a guaranteed minimum annual payment for each year that the desalination plant will be in operation. At the end of the concession period, the desalination plant will become the property of the grantor and the Company will have no further involvement in its operation or maintenance requirements. For the six months ended 30 June 2026, the Company has recognised revenue of $1,172,000 on the desalination plant. Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Current concession asset 271 271 Non-current concession asset 2,093 2,228 Total concession asset 2,364 2,499
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 25 Note 13. Intangible assets Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Capitalised development costs Opening net book amount 617 970 Impairment loss - (323) Amortisation charge (65) (141) Currency translation differences 39 111 Closing net book amount 591 617 Note 14. Long-term deposits Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Collections from customers deposited for a period of more than twelve months 3,962 4,124 Long-term deposits are collections from the Ivory Coast projects deposited for a period of more than twelve months. Note 15. Trade and other payables and other liabilities Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Trade payables 9,879 10,426 Accrued payroll liabilities 2,225 2,966 Accrued project expenses 14,722 16,153 Government grants (i) 96 500 Other accruals 2,196 2,838 Total trade and other payables and other liabilities 29,118 32,883 (i) Government grant liability The Company participates in programs sponsored by the Office of the Chief Scientist (“OCS”) of Israel, for the support of research and development projects. In exchange for the OCS's participation in the programs, the Company is required to repay the grant and interest by way of royalties at a rate between 3% and 4.5% of sales to end customers of products developed with funds provided by the OCS, if and when such sales are recognised. As of 30 June 2026 and 31 December 2025, the Company recognised a liability to the OCS in the amount of $96,000 and $500,000, respectively, for the obligation for future royalty payments. The recognition of a liability for the Company to repay the grants from future royalty payments is based on its estimation at each reporting date.
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 26 Note 16. Borrowings In July 2024, the Company successfully obtained a new revolving credit facility, issued by two of the Company's Directors (the “Lenders”), for up to $15.0 million (the “Revolving Facility”). The proceeds from the Revolving Facility were used to repay the remaining balance on the loan facility with Upwell Water LLC (the "Upwell Facility”). The terms of the Revolving Facility are more favourable to the Company than the Upwell Facility. In October 2024, the facility was increased by $5.0 million to a total commitment of $20.0 million to provide additional working capital and funding for new projects. Security in respect of the Revolving Facility was initially limited to a maximum of $6.0 million. The Revolving Facility originally matured on 29 April 2026. In April 2026, the Company exercised its option to extend the maturity date to 31 July 2026, with interest accruing at the U.S. Prime Rate plus 500 basis points. In July 2026, following the end of the reporting period, the Company and the Lenders agreed to extend the maturity of the $20.0 million Revolving Facility to 31 July 2027 on substantially the same commercial terms as the original Revolving Facility before the 3-month extension. The interest rate will continue to be variable and linked to the U.S. Prime Rate with no additional margin (currently 6.75%). The existing conditions precedent, financial covenants, events of default and security arrangements remain unchanged. Consolidated 30 June 2026 31 December 2025 USD $'000 USD $'000 Borrowings Current borrowings and interest payable 20,470 18,189 Note 17. Contributed equity (a) Ordinary shares - fully paid Number of shares USD $'000 Opening balance 1 January 2025 1,080,966,412 232,614 Issue of shares in lieu of Director's fees 8,880,084 407 Issue of shares in lieu of interest on Shareholder loan 51,972,097 1,801 Transaction costs arising on share issue - (12) Balance 31 December 2025 1,141,818,593 234,810 Number of shares USD $'000 Opening balance 1 January 2026 1,141,818,593 234,810 Issue of shares in lieu of Director's fees 2,460,691 166 Transaction cost arising on share issue - (2) Balance 30 June 2026 1,144,279,284 234,974
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Fluence Corporation Limited Notes to the financial statements 30 June 2026 Note 17. Contributed equity (continued) 27 Transaction costs relating to share issues Under AASB 132 Financial Instruments Presentation, incremental costs that are directly attributable to issuing new shares should be deducted from equity. Accordingly, the share issue expense relates to costs associated with the issuance of shares in lieu of directors' fees; costs directly attributable to the issuing of new shares have been deducted from equity. Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. At shareholder meetings, each ordinary share is entitled to one vote when a poll is called; otherwise each shareholder has one vote on a show of hands. Note 18. Recognised fair value measurements Due to their short-term nature, the carrying amounts of trade and other receivables, trade and other payables and provisions are assumed to approximate their fair values because the impact of discounting is not significant. Government grant liability is the only item measured at fair value. The fair value of the government grant liability is determined by the expected future royalty payments based on the estimation at each reporting date. Government grants USD $'000 Opening balance at 1 January 2025 515 Adjustment to fair value of liability (14) Currency translation differences (1) Closing balance at 31 December 2025 500 Payments (370) Currency translation differences (34) Closing balance at 30 June 2026 96 Note 19. Commitments and contingent liabilities There were no material ongoing litigations as at 30 June 2026. Note 20. Events after the reporting period In July 2026, the Company reached an agreement with Nikolaus Oldendorff and Doug Brown (the “Lenders”) to extend the maturity of the Company’s existing $20.0 million revolving credit facility (the “Revolving Credit Facility”) for an additional 12 months to 31 July 2027, on substantially the same commercial terms as the original Revolving Facility before the 3-month extension. The interest rate will continue to be variable and linked to the U.S. Prime Rate (currently 6.75%). The existing conditions precedent, financial covenants, events of default and security arrangements remain unchanged. Each Lender is a member of the Company's Board of Directors and a shareholder of the Company. The Company announced the appointment of Mr Jeremy Dayment as Chief Operating Officer, effective 27 July 2026. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.
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Fluence Corporation Limited Directors' declaration 30 June 2026 28 In the Directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes give a true and fair view of the Company's financial position as at 30 June 2026 and of its performance for the financial half-year ended on that date; and ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Signed in accordance with a resolution of Directors made pursuant to section 303(5)(a) of the Corporations Act 2001. On behalf of the Directors Ben Fash CEO and Managing Director 31 August 2026 Plymouth, Minnesota
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Tel: +61 3 9603 1700 Fax: +61 3 9602 3870 www.bdo.com.au Collins Place Level 25, 35 Collins Street Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member fi rms. Liability limited by a scheme approved under Professional Standards Legislation. INDEPENDENT AUDITOR'S REVIEW REPORT To the members of Fluence Corporation Limited Report on the Half-Year Financial Report Conclusion We have reviewed the half-year financial report of Fluence Corporation Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026 the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half - year ended on that date, material accounting policy information and other explanatory information, and the directors’ declaration. Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including: i. Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the half-year ended on that date; and ii. Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. Basis for conclusion We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report. Responsibility of the directors for the financial report The directors of the Company are responsible for the preparation of the half -year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
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Auditor’s responsibility for the review of the financial report Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 30 June 2026 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. BDO Audit Pty Ltd Katherine Robertson Director Melbourne, 31 August 2026