Quality Industrial Corp.

Location · Lease Term · Area (Sq. Ft.) · Annual Rent

Office at Hamsah Building, O/112, Zabeel Road, Dubai, UAE · May 10, 2025 to May 9, 2026 · 1,222 · 35,416

Office at Hamsah Building, O/307, Zabeel Road, Dubai, UAE* · January 7, 2026 to January 6, 2027 · 347 · 7,311

Gas Warehouse Unit No. L723, Plot No. 0243-0154, Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, UAE · March 1, 2025 to February 28, 2026 · 6,400 · 7,115

Gas Store Unit No. L705, Plot No. 0243-0171, Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, UAE · March 1, 2025 to February 28, 2026 · 6,400 · 7,115

Warehouse Plot No: 987-1006, Al Layan 1, DIC, Dubai, UAE · March 26, 2025 to March 25, 2026 · 10,010 · 5,455

Employee Accommodation, 17 Units, Plot No: 438-0, Muhaisanah Second, DIC, Dubai, UAE · February 1, 2025 to January 31, 2026 · 2,928 · 50,027

Total · 27,307 · 112,439

*Lease starting period from January 7, 2026, and included for disclosure purposes.

Rent and other lease expenses under certain of the above lease agreements may be paid by Al Shola Al Modea Safety and Security LLC (“Al Shola Al Modea Safety and Security”), a company owned by certain minority shareholders of Al Shola Gas. Such payments have generally been made on the basis of the extent of the use of Al Shola Gas’ leased properties by the employees of Al Shola Al Modea Safety and Security. This arrangement has not been reflected in a written sublease or other agreement between Al Shola Gas or the Company and Al Shola Al Modea Safety and Security. Use of Al Shola Gas’ leased properties by Al Shola Al Modea Safety and Security has been at the discretion of Al Shola Gas and is subject to Al Shola Gas’ rights under its lease agreements.

Rent expenses for the fiscal year ended December 31, 2025, amounted to the following:

Rent Expense · Amount ($)

Office Rent Expenses · 45,493

Warehouse/Store Rent Expenses · 16,238

Labor Accommodation Rent Expenses · 83,084

Total · 144,815

• Our business operations may be adversely affected by information systems interruptions or cybersecurity intrusions.
• Our long-term success depends, in part, on our ability to operate and expand internationally, and our business is susceptible to risks associated with international operations.
• Uncertainty related to environmental regulation and industry standards, as well as physical risks of climate change, could impact our results of operations and financial position.
• Significant fluctuations in foreign currency exchange rates may harm our financial results.
• A significant or sustained decline in commodity prices including gas could negatively impact the levels of expenditures by certain company customers.
• We are dependent on financing for the continuation of our operations.
• Risks Relating to Our Industry and Market
• The conflict in Iran, which escalated sharply in late February 2026, poses material risks to our LPG distribution operations in Dubai.
• We occasionally provide integrated gas distribution project management services in the form of long-term, fixed price contracts that may require us to assume additional risks associated with cost overruns, operating cost inflation, labor availability and productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.
• The success of our business depends on our ability to maintain and enhance our reputation and brand.
• In the event that we are unable to successfully compete in our industry, we may see lower profit margins.
• If we are unable to successfully manage growth, our operations could be adversely affected.
• Trends in gas prices affect the level of exploration, development, and production activity of our customers and the demand for our services and products, which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
• Our business is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on our gas distribution business, consolidated results of operations, and consolidated financial condition.
• Constraints in the supply of, prices for, and availability of transportation of raw materials can have a material adverse effect on our gas distribution business and consolidated results of operations.
• Our ability to operate and our growth potential could be materially and adversely affected if we cannot attract, employ, and retain technical personnel at a competitive cost.
• Demand for the products we distribute could decrease if the manufacturers of those products were to sell a substantial amount of goods directly to end users in the markets we serve.
• We may experience unexpected supply shortages.
• Price reductions by suppliers of gas products sold by us could cause the value of our inventory to decline. Also, such price reductions could cause our customers to demand lower sales prices for these products, possibly decreasing our margins and profitability on sales to the extent that our inventory of such products was purchased at the higher prices prior to supplier price reductions, and we are required to sell such products to our customers at the lower market prices.
• A substantial decrease in the price of gas could significantly lower our gross profit or cash flow.
• If gas prices rise, we may be unable to pass along the cost increases to our customers.
• We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
• Our operations are subject to hazards inherent in the gas industry and, as a result, we are exposed to potential liabilities that may affect our financial condition and reputation.
• We are subject to increased risks associated with our investments in emerging markets, particularly in the Middle East region and specifically in the United Arab Emirates. These risks encompass significant political, social, and economic uncertainties in the region. Given the volatile nature of these markets, instabilities in these regions could significantly adversely affect the value of our investments.
• We are exposed to risks from potentially unpredictable legal and regulatory environments in the UAE and Middle East region.
• We are exposed to risks arising from potential changes in the UAE’s visa legislation, which could adversely impact our business operations.
• We are subject to risks associated with potential unlawful or arbitrary governmental actions in the UAE, which could negatively impact our operations and financial performance.
• We are subject to the risk of international sanctions, which could significantly impact our business activities, results of operations and financial condition.
• Risks Related to Legal, Accounting and Regulatory Matters
• The sale of our products involves potential product liability and related risks that could expose us to significant insurance and loss expenses.
• Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
• If we fail to comply with the rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses or other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.
• Failure to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or other applicable anti-bribery laws could have an adverse effect on us.
• Changes in tax laws or exposure to additional income tax liabilities could have a material impact on our company, the results of operations, financial conditions and cash flows.
• Risks Related to our Management and Control Persons
• Our largest shareholder, Fusion Fuel Green PLC, holds substantial control over the Company and is able to influence all corporate matters, which shareholders may consider to not always be in their best interests.
• We are dependent on the continued services of our director and chairman and officers and if we fail to keep them or fail to attract and retain qualified senior executives and key technical personnel, our business may not be able to expand.
• The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against our directors, officers, and employees.
• Certain officers and directors have other business activities which might cause conflicts of interest.
• Risks Relating to our Securities
• We may conduct offerings of our equity securities in the future, in which case your proportionate interest may become diluted.
• Our common stock price may be volatile and could fluctuate, which could result in substantial losses for investors.
• Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could cause our stock price to fall.
• The issuance of shares of our common stock upon conversion or exercise of convertible notes, will dilute ownership to existing shareholders and may cause our stock price to fall.
• Future issuance of additional shares of common stock and/or preferred stock could dilute existing stockholders. We have and may issue preferred stock that could have rights that are preferential to the rights of common stock that could discourage potentially beneficially transactions to our common stockholders.
• We have never declared or paid any cash dividends or distributions on our capital stock.
• We may become involved in securities class action litigation that could divert management’s attention and harm our business.
• We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.