Eco Buildings Group Plc

 ("Eco Buildings" or the "Company")

Final Results for the year ended 31 December 2024

Eco Buildings Group Plc, the AIM listed company is pleased to announce its final results for the year ended 31 December 2024.

Highlights for the year ended 2024

·      Since producing our first wall in December 2023, the company has made significant innovations and upgrades to the purchased machinery, enabling it to operate in a fully automated mode. This transformation has resulted in a 33% reduction in production time and lower operating costs moving forward.

·      As previously announced, commercial production commenced at the factory in June 2024 following the completion of these upgrades. We have already started fulfilling our first order and received a purchase order for the first rolling program of panels from AED Shpk for 25,000 sqm, to be delivered according to a scheduled timeline. The sale of these panels marks an important step toward generating revenue as we move towards the more complex full-scale dwelling rollouts.

·      The group has officially received certification for the Latin American markets. Our walls have been approved for use under national building regulations in Chile, following comprehensive stress tests conducted by the University of Chile in Santiago, including the revalidation of our fire safety certification.

·      The GFRG business achieved revenues exceeding €1 million in the last quarter of 2024.

Highlights since year end

·      Since producing our first wall in December 2023, the purchased machinery was subject to a significant process of innovation and upgrades to allow it to operate in a fully automated mode.  This has led to 33% decrease in production time as well as reduction in operating costs going forward. 

·      As previously announced, commercial production began at the factory in June 2024 following the completion of this work.   We have already begun to supply material for our first order, and have received a purchase order for the first rolling program of panels from AED Shpk for 25,000 sqm to be drawn down in accordance with a schedule of works.   The sale of these panels will allow the company to generate revenue as we roll out the more complex complete dwellings.

·      The group received official certification for Latin American Markets.  The Group's walls have been approved for use under national building regulations in Chile, following a full range of stress tests carried out by the University of Chile in Santiago including revalidation of the fire safety certification.

·      On 7 February 2024 Eco Buildings Group Plc raised £827,000 via a subscription for new ordinary shares. The Subscription was effected at a price of 12 pence per share.

Sanjay Bowry, CEO, commented "This was a year of significant improvement on the technical, operational and commercial areas of Eco. It set a solid foundation for growth in 2025"

For more information on Eco Buildings please visit www.eco-buildingsplc.com or contact:

Chairman's statement

Dear Shareholders,

I am pleased to report that our newly established GFRG Business has delivered strong initial results, generating over €1 million in revenue during its first six months of operation to 31 December 2024. This milestone reflects both the strength of our strategy and the demand in the market segment we've entered.

Eco Buildings Group plc believe we have developed an innovative construction system combining precision-engineered modular design, sustainable materials, and reliable processes to build homes faster and cheaper than traditional methods - all while meeting global safety, energy, and aesthetic standards.

While there is still work ahead to scale operations and build momentum, these results validate our decision to invest in this area. We are confident in its potential and are actively exploring ways to expand our offerings and deepen our presence in the market.

Housing is a basic human need that supports safety, stability, and overall well-being. It also contributes to economic development by generating jobs and supporting local industries and the building of stable and resilient communities. Despite its essential role, many regions around the world continue to face significant housing shortages, highlighting the need for effective and sustainable solutions.

We continue to believe that our construction methodology represents an underexploited opportunity with immense potential. Testing and certifications have underscored the superior quality of our products. The extensive work undertaken on our factory during its reinstallation and recommissioning has significantly upgraded the assets acquired. We have invested substantial time and resources into renewing and enhancing almost every aspect of our production machinery, resulting in improved production speeds and reduced operating costs.

As we continue to expand at pace, we are fully aware that rapid growth brings both opportunities and challenges. While our progress reflects strong market demand, we recognise that scaling quickly can introduce operational complexity, strain resources, and test the foundations of our business. Managing this phase responsibly is essential to building a resilient and sustainable company.

Some of the key risks we face include the pressure on our operations and infrastructure, the challenge of attracting and integrating the right talent fast enough, and the potential for disruptions in our supply chain as we increase output. Entering new markets also brings added layers of regulatory compliance and the need to maintain a consistent customer experience across diverse geographies.

To address these risks, we are taking a disciplined and proactive approach. We've made early investments in our systems and processes to ensure we can support higher volumes without compromising quality. We are focusing on deliberate hiring and leadership development to strengthen our teams as we grow. At the same time, we're keeping a close eye on the external environment, conducting regular risk assessments, and maintaining flexibility in our planning so we can adapt as needed.

Above all, we are growing with purpose. We understand that long-term success is not just about scale, but about delivering consistent value, staying true to our principles, and building a business that can thrive in changing conditions. Risk is an inherent part of growth - our job is to manage it well and build with strength and intention.

We sincerely thank all our stakeholders and our dedicated employees, whose commitment to our vision has been vital to this transformation. Your hard work and belief in our direction form the foundation of our progress as we move into this exciting new phase.  We extend our special thanks to Sir Mark Lyall Grant and Andrew Allner, who stepped down as Non-Executive Director and Non-Executive Chairman during the year, for their valued service and contributions

Your ongoing trust and commitment to our organization mean a great deal to us. We remain steadfast in our dedication to maintaining transparency and open communication as we move forward together.

Don Nicolson

Non-Executive Chairman

Strategic Report

History and Background

Eco Buildings Group Ltd was established to acquire the business and assets of Gulf Walling FZCO in Dubai; the main assets being the manufacturing plant and equipment (which produces its glass fibre reinforced gypsum walling and slab system), its know-how and its inventory. These assets were relocated to Durres, the principal port of Albania, where a new manufacturing facility has been built in the industrial zone adjacent to the port to satisfy Eco Buildings' two existing sales contracts.

After a lengthy process of innovation and equipment and software upgrades, the company announced that it had achieved fully automated production at its Albanian facility in June 2024. The fully automated production line not only delivers walls of the highest quality and consistency, but equally, does so at significantly higher output per day than previously achieved.

These improvements have been achieved through incorporating new technology into the production process and a rigorous engineering overhaul of every component. This has yielded a reduction in cycle-time to produce a wall, vastly improved panel quality standards and increased operational efficiency and cost reduction. This upgrade has improved revenue and profit projections for the current production line in Albania. The Directors believe it also has increased the Company's store of Intellectual Property.

Durres is well connected with transport links to Eastern Europe and hosts a deep-water port. By establishing Eco Buildings' operations in Albania, the Directors believe that this will allow for greater customer accessibility, shorter supply chains and a lower cost manufacturing environment which will optimise costs as the Group targets growth in the Balkan region.

GFRG is an alternative construction method to achieve faster and more economical construction of residential, commercial, and industrial dwellings.

As part of its medium-term strategy, the Group is targeting geographies with appropriate new housing demand as well as historic housing deficits. It intends to develop locally deployed manufacturing plants globally for local production for large-scale housing developments, thereby reducing transportation costs and emissions and increasing competitiveness.

Eco Buildings' Product Offering

Eco Buildings' large format construction panels are formed from GFRG. This building method is designed to achieve faster, more cost effective and sustainable construction of residential, commercial, and industrial dwellings. The Directors believe that with its integration of design, construction and manufacturing capability, Eco Buildings will represent an attractive development partner for affordable, high quality construction projects which can be delivered faster, cheaper, and cleaner than traditional building methods for the following sectors:

·      Public Social: large scale projects, multi-storey housing, social, entry-level, and key worker housing

·      Private Residential: town homes, duplexes, apartments, semi- and highly-customisable homes

·      Commercial: hotels & hospitality, business centres, retail, other leisure centres

·      Other: workforce housing, senior housing, crisis housing, coastal

The Directors believe the advantages of Eco Buildings' products include the following:

·      Factory controlled precision fabrication with added quality assurance reducing material wastage and onsite storage requirements;

·      The main raw material for the production of GFRG walling and decking is gypsum powder which is cheaper and lighter than alternative building materials whilst providing good structural integrity. It can either be used alone or reinforced sparingly with steel and concrete as the structural design requires. As well as being an inherently inexpensive material, the weight advantage of GFRG construction reduces the use of expensive inputs such as steel and cement as well as transportation and on site costs like labour and craneage.  When combined, these savings and efficiencies can cut building costs by as much as 50 percent when compared with conventionally built dwellings;

·      Eco Buildings' GFRG walling and decking system delivers equivalent or superior levels of noise-resistance, termite/mould resistance and fireproofing as conventional building materials at lower cost and environmental impact. The Eco Buildings' GFRG walling system has been certified under intense fire test conditions to internationally accepted standards by the Australian CSIRO and the Chilean  Government for structural integrity and insulation performance with fire resistant properties, achieving a 4 hour fire rating in load bearing structures (concrete filled);

·      GFRG panelling is a green product that helps save energy and protect the environment as it has a lower embodied energy (EE) coefficient and uses less CO2 gas emission to produce and install (from the manufacturing of panels to the completion of construction) when compared with other traditional building construction materials, such as bricks, blocks, in situ poured concrete, and precast concrete panels;

·      Simple on-site installation of large format panels significantly reduces building and labour time. The Directors anticipate that this will make Eco Buildings' solution five times faster to build than conventional building methods;

·      A low carbon footprint compared to traditional buildings products as the materials are manufactured from less energy intensive raw materials, fully recyclable, inert and non toxic and less dependent on landfilling, making them more environmentally friendly; and

·      GFRG engineered buildings have excellent cyclone and seismic resistance while the panels can be used for multi-storey buildings.

Walling System Manufacturing Process

Eco Buildings' panels are manufactured using a panel casting system. The process involves a Single Vertical Panel Casting Machine which automates the moulding process and uses a liquid mix of calcined plaster, water, fiberglass rovings, together with waterproofing agents and curing admixtures. A machine can produce over 1,000m² of wall panels per day, working in two 8-hour shifts, which results in approximately 1.5 housing units.

Each panel is made up of the following key constituent materials:

·      Calcined plaster is the bulk material and is commonly known as gypsum plaster. It is a water containing calcium sulphate (CaSO4* 1/2 H2O). When re-combined with water it recrystallises to become a hard, rock-like substance (CaSO4 * 2 H2O).

·      Water is added to rehydrate the calcined plaster. It should have a relatively neutral pH of 6.5 to 8.5 and low dissolved mineral salt content.

·      Glass fibre rovings are added into the liquid plaster mix and distributed evenly to create an integrated matrix of fibres throughout the product. These are 2.5 centimetres long shreds of glass filament treated to be antistatic (non-clumping), hydrophobic (resistant to moisture absorption) and with reduced splintering tendencies to improve the strength and integration properties of the product.

·      A waterproofing agent such as a silicon mineral oil is added into the liquid plaster which impregnates the product mass making it water resistant.

·      Curing admixtures are added into the liquid plaster mix to regulate the plaster chemistry during production usually by extending the setting time of the product.

After manufacturing, the twelve-metre walls are air cured in a vertical rack for drying, then cut to the dimensions required by the customer using a computer numerically controlled (CNC) saw to maximise off-site fabrication. Panels are placed in a 40-metre saw frame which can accommodate three panels at a time and can operate continuously.

Spaces for doors and windows can also be pre-cut to further reduce personnel on site and increase the speed of construction. After cutting, Eco Buildings' walls are loaded onto stillages, ready for transport. Up to 500m2 of Eco Buildings panels can be transported on each heavy goods vehicle which is the equivalent to 1.5 houses. Normal height walls of up to 1 metre in length can be installed manually, with longer panels of up to 3 metres requiring a forklift and those up to 12 metres requiring a crane.

Eco Buildings' panels are cast with hollow, void channels oriented vertically and spaced regularly along the wall length. These reduce the weight of the product as well as providing conduits for electrical wiring to be concealed, reducing the time spent at site to channel, drill or groove out these services as in traditional installations. The same voids can be used to provide conduits for piping. Finally, by filling these cavities with concrete and steel reinforcement bars if required, internal reinforced columns are formed within the thickness of the wall. This allows the Eco Buildings panel to be used as an integral load bearing system of the structure, supporting multi-storey construction without incurring the loss of floor space which a conventional reinforced structural frame usually entails.

Factory

The factory site is located close to Albania's capital, Tirana, adjacent to the port of Duress, Albania's principal sea port.  

ECOB made a significant number of improvements and upgrades to the plant while it was fully dismantled. Most of the components listed above were refurbished before being reassembled and fixed in place. This will result in an extended useful life for these components. Also, the normally inaccessible waterproof seals under the heavy mould walls have now been replaced entirely with a more reliable and maintenance-friendly sealing system. The rollers on which the mould wall moves in and out of its casting position have been entirely replaced. Modification and simplification to the press framework have restored its operability and accessibility for maintenance. Measures to improve the efficiency of dust extraction above the CNC saw and the plaster mixing station have also been designed anew and it is expected that this innovation will have a major impact on air quality in the factory. Water is a major raw material and cost input for the product. Bore holes have been drilled in the domain of the factory as part of a programme to meet the production and 'cleaning-in-process' water requirements of the factory with cheap self-extracted bore water rather than municipal industrial water which comes at a much higher cost.

The entire software system controlling the machinery has been rewritten allowing a fully automated process for the machine, software which is now the proprietary IP of Eco Buildings Group.

Certification

In April 2024, the government-approved testing department at the Catholic University of Chile in Santiago, has informed the Company that its wall panels, have successfully passed the government's rigorous testing program for use in its construction market.  This noteworthy development is the result of months of meticulous testing that began back in July 2023 where the Group's building materials were subjected to the most extensive evaluations for strength, durability, fire-resistance, sound insulation and structural integrity. The results from the Catholic University testing centre surpassed their stringent standards on all test variables, demonstrating the reliability and adaptability required to meet the exacting building regulation standards governing the construction industry in the region.

As a result of this performance success in Chile, it is the Company's understanding that its walls will also be deemed compliant across a substantial number of Latin American markets, allowing for significant future growth prospects in Chile and across the wider region.

In 2025 the Company has achieved CE marking (Conformite Europeenne) for its products for use throughout the European Community.  CE marking is a regulatory standard that verifies a product has been assessed by the manufacturer and deemed to meet EU safety, health and environmental protection standards. It is required for products manufactured anywhere in the world that are then marketed in the EU. The CE mark allows its products to be made commercially available within the EU and opens up these markets where there is considerable demand already generated.

In April 2025 Eco Buildings Group Albania, was awarded the ISO 14001:2015 certification for its Environmental Management System (EMS). This internationally recognized standard underscores the Group's unwavering commitment to environmental stewardship and sustainable business practices.

ISO 14001:2015 is a globally acknowledged standard that provides a framework for organizations to effectively manage their environmental responsibilities. Achieving this certification demonstrates Eco Buildings Group Albania's dedication to minimizing environmental impact, complying with applicable laws and regulations, and continually improving its environmental performance.

The certification encompasses the production and sale of prefabricated, Glass Fibre Reinforced Gypsum (GFRG) load-bearing wall products, highlighting the Company's focus on sustainable building materials that contribute to eco-friendly construction solutions.

Sales and Marketing

The Group has been successful in securing sales contracts with the following construction companies:

·      Andrra Invest LLC A Kosovan company specialising in construction of residential and non-residential projects. Its activities include project management and development as well as marketing already finished construction sites. One of the best known completed projects is Andrra Residence in the capital Pristina, which is a high rise residential and business building complex.

·      Egeu Stone LLC A well-recognised construction company in Albania, which has won 9 public tenders and has completed over 25 diverse construction projects in Albania, including multistorey residential dwellings, hotels and other commercial and industrial buildings, schools and public spaces.

Both sales agreements follow the same framework and involve the targeted production of between 350 and 450 residential units per year with sizes ranging from 120 square metres to 150 square metres.

Commercial production began at the factory in June 2024 following the completion of this work.   In 2024 we supplied material for our first order and have received a purchase order for the first rolling program of panels from AED Shpk for 25,000 sqm to be drawn down in accordance with a schedule of works.  

In 2025 the Company completed its first show house in Valparaíso, Chile and a further two show houses are currently being constructed in the Meilpilla district. The construction of these houses is the last step in the due diligence process being undertaken by the Chilean government ahead of confirmation of its commitment to enter into a long-term manufacturing and supply contract for modular housing, as part of its broader social housing programme.

These detached two story dwelling units are spread over 60 sqm and come complete with sanitary ware, bathrooms, internal doors and fittings, making them fit for habitation immediately. Eco's unique manufacturing ability provides for speed of delivery, which is 5 times faster than conventional building methodology and at less than half the cost.

Since the year end the Company signed a memorandum of understanding with G2 Invest, a Dakar-based facilities management and logistics leader with over 2,000 staff in which it committed to a €1.75 million investment for a 35% stake in the project. These funds will directly support the installation and activation of a new modular construction line in Senegal.

In parallel, Eco Buildings has now formally appointed a leading Engineering, Procurement, and Construction (EPC) contractor to manage the end-to-end implementation of the Senegal production facility. This EPC contractor, with a workforce of over 500 and a processing capacity of up to 700 tonnes of steel per month, brings proven expertise in delivering complex modular construction capabilities at scale.

Fox Marble Operations

Factory

Situated near Pristina airport, this facility specializes in the cutting and processing of blocks into polished slabs and tiles.

Overall, the Company's factory expansion, augmented by the addition of new cutting machines in 2021, has allowed for increased processing capabilities and strengthened its position in the local market for various high-quality marble products.

Quarry Operations

Prilep

In 2013, the Company entered into a significant agreement to operate a quarry located in Prilep, North Macedonia. The initial agreement spanned 20 years, with an irrevocable option to extend the period for an additional 20 years. Situated in the Stara river valley, the Prilep quarry boasts sought-after white marbles known as Alexandrian White and Alexandrian Blue. It is part of a small cluster of quarries, overlooked by the Sivec pass.

Additionally, the Company holds the rights to an adjacent quarry called Prilep Omega, which was acquired in 2014. Although the Company possesses the rights, development of this quarry has not been undertaken as of yet.

Cervenillë

This site was the first of our quarries to be opened in November 2012. The polished slabs from this quarry have sold well. The most noteworthy sales included those to St George PLC (Berkeley Homes) for the prestigious Thames riverside Chelsea Creek development in London.

Syriganë

The quarry at Syriganë is open across four benches with a significant block yard adjacent to the quarry site. The site contains a variety of the multi-tonal breccia and Calacatta-type marble and produces significant volumes of breccia marble in large compact blocks. Output is marketed as Breccia Paradisea (predominantly grey and pink) and Etrusco Dorato (predominantly gold and grey).

Maleshevë

In October 2015, the Company acquired the rights to a 300-hectare site close to the Company's existing licence resource in Maleshevë from a local company. By November 2015, this quarry had been opened and the first blocks extracted and sent for testing. The quarry was operated subject to an agreement with the licence holder, Green Power Sh.P.K ('Green Power'), a company incorporated in Kosovo, which granted Fox Marble's Kosovan subsidiary the rights to develop and operate the quarry, in return for a royalty arrangement.  

Quarry production at the Maleshevë quarry in Kosovo was stopped in July 2019 as a result of the ongoing dispute with Green Power Sh.P.K..  The Company has filed civil claims in Kosovo against Green Power Sh.P.K. for breach of contract and damages, in addition to the wider Arbitration case launched against the Government of Kosovo, as announced in September 2019. Further details on the arbitration claim can be found below.

Arbitration Proceedings

On 4 September 2019, the Company launched United National Commission on International Trade Law (UNCITRAL) arbitration proceedings, against the Republic of Kosovo for damages in excess of €195 million, as a result of the failure of the State to protect the Company's rights over the Maleshevë quarry.

The Company believes the Kosovan Government to be in clear breach of its responsibilities towards the Company as a foreign investor in Kosovo and that this action is in the best interests of its shareholders and employees. The Company anticipates a fair and satisfactory resolution. All the Company's other operations, including the quarries and processing factory in Kosovo and the Prilep quarry in Northern Macedonia, are unaffected.

The background to the claim is the dispute arising with the former shareholders of Green Power Sh.P.K and Scope Sh.P.K, which has resulted in the Company being prevented from operating the Maleshevë quarry.  Since the dispute arose, the Company has been working to resolve the matter with the appropriate Kosovan Government agencies, namely the Kosovo mining regulator, the Independent Commission of Mines and Mineral ('ICMM') and the Agjencia e Regjistrimit të Bizneseve ('ARBK'), the Kosovo business registration agency. However, in what is a clear breach of Kosovo Law 04/L-220 'On Foreign Investment' (2014), the Company has been prevented from asserting its rights in these matters.

Despite the cumulative weight of evidence, the Company was denied the right to appeal any decision relating to the Maleshevë quarry in direct contravention of the provisions of the Kosovo foreign investment law, Law 04 /L-220. As a direct consequence of the ARBK and ICMM decisions, the Company has brought arbitration proceedings against the Republic of Kosovo pursuant to Article 16 of the Kosovo foreign investment law (as above). The basis of the claim for damages is the investment made to date in the Maleshevë quarry, loss of future revenues associated with the site and future investment plans in Kosovo. Significant future investment plans are the subject of the MOU signed in October 2016 by the Government of Kosovo and Stone Alliance LLC which is majority owned by the Company.

On 16 December 2020, the Company announced that it had engaged the services of Dentons CS Europe LLP to act on the Company's behalf in its circa €195 million claim against the Republic of Kosovo.  Dentons have agreed a fee arrangement which enables Eco Buildings to bring the Arbitration through to its conclusion.

The Company announced the appointment of the eminent British Barrister and Kings Counsel, Samuel Wordsworth QC of Essex Court Chambers on the 19 May 2021. He will work with Dentons Europe CS LLP, the world's largest law firm by number of lawyers, in support of the Company's €195M claim against the Republic of Kosovo.

As announced on 11 April 2022 it has been agreed between the parties that any benefit derived from this litigation should be for the account of the Fox Marble shareholders on the register prior to completion of the proposed Acquisition of Eco Buildings and associated readmission. The Company considered a number of options for how best to achieve this and following receipt of advice from its lawyers and tax advisers has determined to carry out the Bonus Issue of New Preference Shares, such bonus issue being completed by capitalising £82,328.57 standing to the credit of the Company's share premium account.

On 28 April 2023, the Company entered into a deed of assignment with Fox Marble SPV, a wholly owned subsidiary of the Company pursuant to which the net proceeds arising from the Kosovo Dispute will be paid to Fox Marble SPV. The deed of assignment also includes an indemnity from Fox Marble SPV to the Company for all costs and liabilities that may arise in respect of the Kosovo Dispute. Pursuant to this deed, Fox Marble SPV issued 8,232,857 shares of £0.01 each to the Company.

Pursuant to the Bonus Issue, every shareholder of the Company as at the 1 June 2023 will receive 1 New Preference Share. The New Preference Shares shall entitle the holders thereof to receive a preferential dividend equal to the net proceeds of any successful arbitration. In the event that the Arbitration is not successful, no amount shall be payable to the holders of the Preference Shares by the Company.

Financing

On 8 February 2024 Eco Buildings Group PLC raised £827,000 via a subscription for 6,891,667 new ordinary shares. The Subscription was effected at a price of 12 pence per share.

On 20 August 2024 Eco Buildings Group PLC raised £450,000 via a subscription for 4,500,000  new ordinary shares. The Subscription was effected at a price of 10 pence per share.

On 15 May 2025 Eco Buildings Group PLC raised £670,000 via a subscription for  new ordinary shares. The Subscription was effected at a price of 4 pence per share.

Results

1)        Loss for the year before interest, tax, depreciation, and amortisation.

The Group recorded revenues of €1,391,823 in the year ended 31 December 2024 (2023 - €139,552).  The Group incurred an operating loss of €3,406,619 for the year ended 31 December 2024 (2023 - €1,447,935).  The Group incurred a loss after tax for the year ended 31 December 2024 of €3,911,108 (2023 - €2,540,093).

Sanjay Bowry

Chief Executive Officer

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

Consolidated Statement of Financial Position

As at 31 December 2024

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

Notes to the Consolidated Financial Statements

1.    General information

The principal activity of Eco Buildings Group plc and its subsidiary and associate companies (collectively 'Eco Buildings Group' or 'Group') is the exploitation of quarry reserves in the Republic of Kosovo and the Republic of North Macedonia and the development of GFRG walling panels for use in construction.

Eco Buildings Group plc is the Group's ultimate Parent Company ('the parent company').  It is incorporated in England and Wales and domiciled in England.  The address of its registered office is 160 Camden High Street, London, NW1 0NE.  Eco Buildings Group plc shares are admitted to trading on the London Stock Exchange's AIM market.

2.    Basis of Preparation

The financial information set out herein does not constitute the Group's statutory financial statements for the year ended 31 December 2024, but is derived from the Group's audited full  financial statements. The auditors have reported on the 2024 financial statements and their report was unqualified and did not contain statements under s498(2) or (3) Companies Act 2006. The 2024 Annual Report was approved by the Board of Directors on 30 June 2024, and will be mailed to shareholders on shortly thereafter. The financial information in this statement is audited but does not have the status of statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The Group's consolidated financial statements, which form part of the 2024 Annual Report, have been prepared in accordance with interational accounting standards in conformity with the requirements of the Companies Act 2006 and the requirements of the Companies Act applicable to companies reporting under IFRS. IFRS includes Interpretations issued by the IFRS Interpretations Committee (formerly - IFRIC).

The consolidated financial statements have been prepared under the historical cost convention, apart from financial assets and financial liabilities (including derivative instruments) which are recorded at fair value through the profit and loss. The preparation of consolidated financial statements under IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

3.    Critical accounting estimates and areas of judgement

The preparation of consolidated financial statements under IFRS requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The key areas of judgement and critical accounting estimates are explained below.

The preparation of consolidated financial statements under IFRS requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The key areas of judgement and critical accounting estimates are explained below.

Impairment assessment

The Group assesses at each reporting date whether there are any indicators that its assets and cash generating units ('CGUs') may be impaired.  Operating and economic assumptions, which could affect the valuation of assets using discounted cash flows, are updated regularly as part of the Group's planning and forecasting processes. Judgement is therefore required to determine whether the updates represent significant changes in the service potential of an asset or CGU and are therefore indicators of impairment or impairment reversal.

In performing the impairment reviews, the Group assesses the recoverable amount of its operating assets principally with reference to fair value less costs of disposal, assessed using discounted cash flow models.  These models are subject to estimation uncertainty and there is judgement in determining the assumptions that are considered to be reasonable and consistent with those that would be applied by market participants as outlined below.

Going concern

The Group assesses at each reporting date whether it is a going concern for the foreseeable future.  In making this assessment management considers:

(a)    the current working capital position and operational requirements;

(b)   the timing of expected sales receipts and completion of existing orders;

(c)    the sensitivities of forecast sales figures over the next two years;

(d)   the timing and magnitude of planned capital expenditure; and

(e)    the level of indebtedness of the company and timing of when such liabilities may fall due, and accordingly the working capital position over the next 18 months.

Management considers in detail the going concern assessment, including the underlying assumptions, risks and mitigating actions to support the assessment.   The assessment is subject to estimation uncertainty and there is judgement in determining underlying assumptions.

Treatment of convertible loan notes

The convertible loan notes have been accounted for as a liability held at amortised cost.  The debt component is measured at its present value, using the prevailing market interest rate for a similar non-convertible debt instrument. The equity component is calculated as the residual amount, representing the difference between the total proceeds from the convertible note and the present value of the debt component

The conversion option results in the Company repaying a GBP denominated liability in return for issuing a fixed number of shares and as such has been classified as a derivative liability.  The liability is held at fair value and any changes in fair value over the period are recognised in profit or loss.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined based on weighted average costs and comprises direct materials and direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.  Net realisable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal. 

In calculating the net realisable value of the inventory management has to make a judgment about the expected sales price of the material.  Management makes this judgment based on its historical experience of the sale of similar material and taking into account the quality or age of the inventory concerned.

4.    Going concern

The Directors have thoroughly reviewed detailed projected cash flow forecasts and believe it is appropriate to prepare this report on a going concern basis. In making this assessment, they have considered the following factors:

a)     the current working capital position and operational requirements;

b)    the proposed business plan for the combined entity including the development of sales

c)     rates of production at the newly operational plant in Durres, and the any risks that may impact the levels of production;

d)    current order book including purchase orders received in June 2025 and the companies ability to satisfy these from existing production;

e)    the timing and expected start of revenues under the contracts for construction secured by Eco Buildings with Andrra Invest LLC and Egeu Stone LLC.

f)     the timing of expected sales receipts and completion of other existing orders, as well as collection of outstanding debtors;

g)     the sensitivities of forecast sales figures over the next two years;

h)    the timing and magnitude of planned capital expenditure including expansion of production facilities at the GFRG factory in Albania; and

i)      the level of indebtedness of the company and timing of when such liabilities may fall due, and accordingly the working capital position over the next 18 months.

The forecasts assume that the Company will execute the business plan for the combined entity, as described in the strategic report.  It further assumes that production at the Fox Marble factory will continue to operate in good order.   The forecast assumes existing contracts held by the Company will be fulfilled on a timely basis, and that the factory in Durres operates in good order.    The Company also anticipates significant revenue growth through the realization of existing sales contracts and offtake agreements, as well as from newly generated sales.

The forecasts also assume that the convertible loan note expiring in 2025 will be extended with a repayment date after 12 months from the date of the signing off of the accounts.  The Directors are confident based on ongoing discussions with the investor that the loan note will be extended. They therefore consider it appropriate to prepare the financial statements on a going concern basis.

However, as at the date of approval of these financial statements, there are no legally binding agreements in place in relation to extension of terms with the loan note holder, which indicates the existence of a material uncertainty which may cast doubt about the Group's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

There are several scenarios which management have considered that could impact the financial performance of the Company.  These include:

a)     The business plan for the combined entity, including planned capital and strategic expansions could be delayed or result in further losses for the group;

b)    Levels of production at the factory could be lower than expected; Costs of construction of the units could be higher than expected;

c)     Levels of production at the quarries can be impacted by unforeseen delays due to inclement weather or equipment failure; lower than expected quality of material being produced, and the continuing effects of the pandemic;

d)    Costs of production and construction could be higher than planned, or there could be unforeseen additional costs;

e)    Fulfilment of the Company's order book could be delayed, or the payment of amounts due under such contracts could be delayed; and

f)     The resumption of block sales to the international block market may be slower than expected.

If the cash receipts from sales are lower than anticipated the Company has identified that it has available to it several other contingent actions, that it can take to mitigate the impact of potential downside scenarios. These include seeking additional financing, leveraging existing sale agreements, reviewing planned capital expenditure, reducing overheads and renegotiation of the terms on its existing debt obligations.  

In conclusion having regard to the existing and future working capital position and projected sales, the Directors are of the opinion that the application of the going concern basis is appropriate.

5.    Expenses by nature

6.    Net finance costs

7.    Loss per share

Basic earnings per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

Pursuant to IAS 33.20 and in conjunction with IAS 33.64 the share consolidation that occurred in June 2023, as disclosed in note 29, changes the average number of shares without an concomitant change in the level of resources.  The number of common shares in issue prior to the share reorganisation in June 2023 is adjusted in accordance with the change in the number of ordinary shares as if the share reorganisation had occurred at the beginning of the period under review.

8.    Intangible assets

On 28 April 2023, the Company entered into an acquisition agreement pursuant to which it agreed to purchase the entire issued share capital of Eco Buildings in exchange for shares in the Company.  The aggregate total consideration to be paid by the Company for the shares in Eco Buildings is to be satisfied at by the issue of 54,545,455 Shares in the enlarged group.

The transaction has been accounted for using the acquisition method of accounting in accordance with IFRS 3, which requires the identification of the acquirer and the acquiree for accounting purposes. Based on the assessment of the indicators under IFRS 3 and consideration of all pertinent facts and circumstances, Eco Buildings' management determined that Eco Buildings Group Limited (since renamed Eco Buildings Operations Limited) is the acquirer for accounting purposes and as such, the merger will be accounted for as a reverse acquisition. As a result, the financial statements of Eco Buildings Group Plc in subsequent filings will represent the historical financial statements of Eco Buildings Operations Limited.

Goodwill on acquisition has been calculated based on deemed consideration calculated based upon fair value of the notional number of equity instruments that the legal subsidiary (Eco Buildings Operations Limited) would have had to issue to the legal parent (Eco Buildings Group plc) to give the owners of the legal parent the same percentage ownership in the combined entity of €9,921,787, giving rise to €7,371,841 of goodwill.  

As part of the acquisition the accounting acquirer acquired intangible assets held by Eco Buildings Group Plc.

Capitalised exploration and evaluation expenditure represent rights to the quarrying of decorative stone reserves in the Pejë, Syriganë and Cervenillë quarries in Kosovo.  The Group was granted in 2011 rights of use by the local municipality for twenty years over land in the Syriganë and Rahovec region through acquisition of the issued share capital of Rex Marble SH.P.K and H&P SH.P.K.  At the 2 June 2023 these assets were deemed to have a fair value of €95,365.

On 16 August 2014 the Company entered into a sub-lease arrangement with New World Holdings (Malta) Limited in relation to the Omega Alexandrian White marble quarry at Prilep in North Macedonia.  This new quarry site is adjacent to the Company's existing operations in Prilep.  The consideration for the sub-lease was €1,256,376 (£1,000,000) and a subsequent 40% gross revenue royalty obligation. The sub-lease has an initial term of 20 years, which is extendable by the Company for a further twenty years. The sub-lease grants the Company the exclusive right to quarry, process, remove and sell marble from the quarry.  The Company will pay for and provide all the equipment and staff required to operate this quarry. The quarry is not yet operational. 

On 8 October 2018 the Eco Buildings Group Plc acquired Gulf Marble Investments Limited (UAE) ("GMIL").  As part of this acquisition the Group acquired the direct sub licence to the Prilep Alpha quarry and eliminated the 40% gross revenue royalty payable under the original agreements.  The Group recognised an intangible asset with a  fair value of €1,469,464 which is being amortised over the remaining period of the licence.  As at 2 June 2023 this asset was deemed to have a fair value of €1,279,111.   In addition the acquisition of GMIL gave rise to a technical deferred tax liability and a corresponding entry to goodwill of €84,504 in accordance with IFRS 3.

Intangible assets relating to quarries not yet in operation are treated as exploration and evaluation assets and assessed for impairment in accordance with IFRS 6 Exploration and evaluation of mineral resources.  The Group has assessed intangible assets for indicators of impairment and performed a review for impairment and concluded that no such impairment exists.  In considering the value in use the company made a number of judgments around anticipated production and sales.  Discount rate of 8% was used for the value in use assessment (2023 - 8%). The inputs into the impairment review model are defined as level 2 under IFRS 13.

Other intangible assets relating to quarries in operation include amounts spent by the Group acquiring licences. Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is determined by discounting estimated future net cash flows generated by the asset. Intangible assets relating to quarries in operation are assessed annually for indicators of impairment in accordance with IAS 36.  When assessing the fair value of the licences the Company considers the potential cash flows over the remaining period of the licence.

9.    Property, plant and equipment

The Group has assessed property, plant and equipment for indicators of impairment and concluded there are no indicators of impairment arising in the current year. 

Included in property, plant and equipment is €161,000 of assets that are currently located at the Maleshevë quarry site.  Access to the quarry site has been under dispute since July 2019, as disclosed further in Note 27.   Due to the dispute with Green Power Sh.P.K the Company were unable to physically inspect the assets as at 31 December 2023 year end.  The assets were counted by an independent assessor in October 2019 as part of ongoing civil litigation against Green Power Sh.P.K, and an injunction was granted to the Company stopping Green Power Sh.P.K or any other third party moving, selling or interfering with them in any way.  The Company is confident of its rights over the assets and the enforcement of those rights, and that the value of the assets is not impaired.

10.  Borrowings

a.         RTO Convertible Loan Notes

Between 6 May 2022 and 31 December 2022, Eco Buildings Operations Limited issued £645,000 of unsecured convertible loan notes. The loan notes converted to shares on 50% discount on Admission of the Eco Buildings Group plc to AIM.

b.         Eco Buildings Operations Limited Loan Note

On 3 March 2022 the Group entered into an agreement to acquire operational assets from Gulf Wall FZO, a company registered in Dubai, United Arab Emirates. The consideration for this purchase was the issue of shares in Eco Buildings Group Ltd and the issue of $1,000,000 (£759,763) loan note. The terms of the loan note were agreed on 7 September 2022.  The loan note has a four-year term and an interest rate of 2%.  As at 31 December 2024 the loan note held at amortised cost had a balance of €913,771 (2023 - €811,533).

c.          Series 11 Loan Note

On 27 May 2020 Eco Buildings Group PLC reached agreement with the holders of the Series 3, 4, 6, 7, 8, 9 and 10 loan note holders to reschedule the terms of the loan notes.  The existing loan notes were cancelled and replaced by the Series 11 Loan Note.  The Series 11 Loan Note has an interest rate of 2% per annum.  The Loan note is due for conversion or repayment on the 1 December 2026 with a conversion price of 5p.  

The noteholders had the right, in the event of a change of control of the Company, to give written notice to the Company to require that the interest rate on the stock increases to 25% per annum with effect from the date of the change of control. In the event the noteholders elected to increase the interest rate, the Company may repay the stock at par, together with all accrued interest.  On 27 April 2023, the Company amended the Series 11 CLNs pursuant to which the terms of the Series 11 Instrument were altered to agree that (i) the Acquisition shall not cause the interest rate payable pursuant to the Series 11 Instrument to increase, notwithstanding that a change of control of the Company will occur, and (ii) the Series 11 CLNs would convert at a rate of 80 pence per ordinary share.

As at 31 December 2024, the Series 11 Loan Note held at amortised cost had a balance of €2,480,251 (2023 - €2,297,603).  The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value.  As at 31 December 2024, the derivative had a value of €552 (2023 - €555).  The fair value has been assessed using a Black Scholes methodology. The derivative is classified as a level 3 derivative on the basis that the valuation includes one or more significant inputs not based on observable market data.

The Directors consider that the carrying amount of borrowings approximates their fair value at 31 December 2024.

d.         Gulf Loan Note

As consideration for the acquisition of Gulf Marble Investments Limited Eco Buildings Group plc issued an Unsecured Convertible Loan Note ('Gulf Loan Note') in the amount of €1,785,000.  Under the terms of the Loan Note, the holder may elect to convert at a conversion price of 130% of the 3-month volume weighted average share price.   The Loan Note was repayable from 1 October 2020.  The Loan Note carries an interest rate of Libor plus 1.5% payable annually in arrears.  The Gulf Loan Note was amended on 7 August 2021 pursuant to which the total principal amount to be repaid under the Notes was increased to €1,885,000. In addition, interest shall accrue in respect of the GM Notes at the rate of 4.5% in the period from 8 August 2021 to 1 January 2025. Furthermore, if the Company raises more than €7 million prior to the date of repayment of the Notes, 25% of the Notes are to be repaid immediately.

As at 31 December 2024, the Gulf Loan Note held at amortised cost had a balance of €1,955,036 (31 December 2023 - €1,824,313).  The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value.  As at 31 December 2024, the derivative had a value of nil (31 December 2023 - Nil).  The fair value has been assessed using a Black Scholes methodology. The derivative is classified as a level 3 derivative on the basis that the valuation includes one or more significant inputs not based on observable market data.

e.         Other Borrowings held at amortised cost

In September 2019, the Eco Buildings Group Plc entered a short-term borrowing arrangement with a value of £345,000.  The interest rate was 1% per calendar month with a repayment date of the 31 March 2020.   On the 27 May 2020 holders of £225,000 of these borrowings agreed to exchange them with Series 11 Loan notes as described above.  The term of the remaining borrowings amounting to £120,000 were varied to extend the repayment date to 30 September 2022.  During 2022 £20,000 of these borrowings were repaid and the term of the remaining loan notes extended to 2 June 2023.   The remaining balance of the loan note were repaid during 2023. 

In July 2021 Eco Buildings Group Plc borrowed £50,000 under the Covid bounce back loan scheme.  The loan carries an interest rate of 2.5% and is repaid in monthly instalments over five years.  As at 31 December 2024 there remained €18,980 (31 December 2023 - €29,732) outstanding on this debt.

11.  Share capital

In accordance with IFRS 3 - Business Combinations, as applied to a reverse acquisition, the share capital in the consolidated accounts of Eco Buildings Group PLC reflects the share capital of the legal acquirer, Eco Buildings Group PLC, with the difference between share capital of the legal acquirer and the accounting acquirer, Eco Buildings Operations Limited (formerly Eco Buildings Group Ltd), being aggregated and shown as part of retained earnings and other reserves.

On the 2 June 2023 each Ordinary Share in the issued share capital of the Eco Buildings Group PLC at the 1 June 2023 was sub-divided into 13 Sub-divided Shares, following which 113,974 Sub-divided Shares were issued at nominal value. Following the Sub-divided Share Issuance, every 659 Sub-divided Shares was consolidated into one Post-Consolidation Ordinary Share and then each Post-Consolidation Share was sub-divided into one New Ordinary Share with a nominal value of 1p and one New Deferred Share with a nominal value of 50p.

The New Ordinary Shares have the same rights as the previous Ordinary Shares including voting, dividend, return of capital and other rights.

The New Deferred Shares do not have any voting rights and do not carry any entitlement to attend general meetings of the Company; nor will they be admitted to AIM or any other market.

The Share Reorganisation resulted in the Company having 8,232,857 New Ordinary Shares and 8,232,857 New Deferred Shares being in issue immediately following the Share Reorganisation. 

Issue of Shares

On 8 February 2024 Eco Buildings Group PLC raised £827,000 via a subscription for 6,891,667 new ordinary shares. The Subscription was effected at a price of 12 pence per share.

On 20 August 2024 Eco Buildings Group PLC raised £450,000 via a subscription for 4,500,000  new ordinary shares. The Subscription was effected at a price of 10 pence per share.

On the 2 June 2023, following the share reorganisation described above the Company issued in aggregate 61,837,223 new ordinary shares representing the total of the Placing Shares, the Consideration Shares and the CLN Shares)

﷐         The Placing shares were issued as part of placing to raise £2.7 million prior to expense at a placing price of 55p.

﷐         Consideration shares were issued in settlement of the consideration price for the acquisition of Eco Buildings Group Ltd .

﷐         CLN Shares were issued as settlement of the Convertible Loan Notes totalling £645,000 novated into the Company as part of the Acquisition of Eco Buildings Group Limited as noted above

Bonus Issue

As announced on 30 September 2021, Fox Marble is presently pursuing a claim against the Republic of Kosovo for €195 million. As announced on 11 April 2022 it has been agreed between the parties that any benefit derived from this litigation should be for the account of the Fox Marble shareholders on the register prior to completion of the proposed Acquisition of Eco Buildings and associated readmission.

On 28 April 2023, the Company entered into a deed of assignment with Fox Marble SPV, a wholly owned subsidiary of the Company pursuant to which the net proceeds arising from the Kosovo Dispute will be paid to Fox Marble SPV. The deed of assignment also includes an indemnity from Fox Marble SPV to the Company for all costs and liabilities that may arise in respect of the Kosovo Dispute. Pursuant to this deed, Fox Marble SPV issued 8,232,857 shares of £0.01 each to the Company (being the same number of New Ordinary Shares as the Company will have in issue following the Share Reorganisation (but before the issue and allotment of the Consideration Shares, the Placing Shares and the CLN Shares)).

It is the Company's intention that in the event of a successful outcome from the Kosovo Dispute, the net proceeds received will be paid to the Shareholders as at the Record Date. The Company considered a number of options for how best to achieve this and following receipt of advice from its lawyers and tax advisers has determined to carry out the Bonus Issue of New Preference Shares, such bonus issue being completed by capitalising £82,328 standing to the credit of the Company's share premium account.

Pursuant to the Bonus Issue, every shareholder of the Company as at the 26 May 2023 received 1 New Preference Share. The New Preference Shares shall entitle the holders thereof to receive, subject to the Companies Act, a preferential dividend equal to the Preference Amount following the Preference Amount Determination Date. The Company may settle such preferential dividend either in cash or by transferring to each relevant Shareholder 1 ordinary share of Fox Marble SPV for each 1 New Preference Share held. In the event that the Preference Amount is settled by transferring Fox Marble SPV shares, Fox Marble SPV will be owned by the Shareholders of the Company as at the Record Date and that company may then distribute the net proceeds of the Kosovo Dispute received accordingly. In the event that no Preference Amount is received by the Company, no amount shall be payable to the holders of the Preference Shares by the Company.

The New Preference Shares do not confer on the holders thereof any voting rights and, following the payment of the Preference Amount, the New Preference Shares shall not entitle the holders thereof to any further economic rights. Following the payment of the Preference Amount, the Company will be authorised at any time to effect a transfer of the New Preference Shares without reference to the holders thereof and for no consideration pursuant to and in accordance with the Act. Accordingly, the New Preference Shares will, for all practical purposes, be valueless following the payment of the Preference Amount and it is the Board's intention, at an appropriate time, to have the Preference Shares cancelled, whether through an application to the Companies Court or otherwise in accordance with the Act.

12.  Contingent Asset

In November 2022 Fox Marble announced the results of its arbitration proceedings in the London Court of International Arbitration ("LCIA") against a customer based in India. In 2017, Fox Marble signed an off-take agreement with the customer. The parties fell into dispute about their respective obligations under, and the performance of, that agreement. On 13 August 2020, commercial arbitration proceedings at the LCIA were initiated. Following a hearing, on 11 November 2022, the LCIA issued an award in favour of the Group with an award of 383,177 in damages plus £454,584 in costs. No other issues remain to be determined in the arbitration.

The Group has not recognised an asset within its account in respect of this award till such point it has clear visibility as to when such an award may be collected.

13.  Events after the reporting period

On 15 May 2025 Eco Buildings Group PLC raised £670,000 via a subscription for  new ordinary. The Subscription was effected at a price of 4 pence per share.

Warrants over new ordinary shares were issued on the basis of one for every two Subscription Shares.  The warrants have a three-year term, with an exercise price of 13p.

Following the admission of the new ordinary shares, the total issued share capital of the Company is 95,961,747 ordinary shares, each with voting rights.

14.  Information

Copies of the Annual Report and Financial Statements will be posted to shareholders shortly.  Further copies will be available from Eco Buildings Group plc's registered office at 160 Camden High Street, NW1 0NE or on the Company's website at www.eco-buildingsgplc.net

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors