REG - Eco Buildings Group - Final Results for the year ended 31 December 2024
01/07/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250701:nRSA0889Pa&default-theme=true
RNS Number : 0889P Eco Buildings Group PLC 01 July 2025
01 July 2025
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
(http://www.eco-buildingsplc.com) or contact:
Eco Buildings Group plc Tel: +44 (0)20 7380 0999
Sanjay Bowry, Chief Executive Officer
Fiona Hadfield, Finance Director
Spark Advisory Partners Limited (Nominated Adviser) Tel: +44 (0)20 3368 3550
Matt Davis / James Keeshan
Tavira Financial Limited (Broker) Tel: +44 (0)20 3192 1739
Oliver Stansfield/Jonathan Evans
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 1,000m(2) 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
Key Performance Indicators 2024 2023
Revenue 1,391,823 139,552
LBITDA((1)) (3,042,194) (1,239,987)
Adjusted LBITDA (905,878) (1,032,326)
Operating loss for the year (3,406,619) (1,447,935)
Loss for the year (3,911,108) (2,540,093)
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).
Reconciliation of LBITDA to Loss for the year 2024 2023
Loss for the year before tax (3,911,108) (2,540,093)
Plus/(less):
Loss on conversion of Pre-RTO Loan Notes - 749,490
Net finance costs 504,489 342,668
Depreciation 285,398 179,782
Amortisation 79,027 28,166
LBITDA (3,042,194) (1,239,987)
Plus:
Inventory Provision 955,982 200,714
Impairment of assets 1,088,811 -
Share option charge 91,523 6,947
Adjusted LBITDA (905,878) (1,032,326)
Sanjay Bowry
Chief Executive Officer
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Note 2024 2023
€ €
Revenue 1,391,823 139,552
Cost of sales (414,595) (117,834)
Gross profit 977,228 21,718
Administrative and other operating expenses 5 (4,383,847) (1,469,653)
Operating loss (3,406,619) (1,447,935)
Finance costs 6 (504,489) (342,668)
Charge on conversion of pre-RTO Loan Notes 6 - (749,490)
Loss before taxation (3,911,108) (2,540,093)
Taxation - -
Loss for the year (3,911,108) (2,540,093)
Other comprehensive income - -
Total comprehensive income for the year attributable to owners of the parent (3,911,108) (2,540,093)
company
Earnings per share
Basic earnings per share 7 (0.05) (0.04)
Diluted earnings per share++ 7 (0.05) (0.04)
Consolidated Statement of Financial Position
As at 31 December 2024
As at 31 December Note
2024 2023
€ €
Assets
Non-current assets
Intangible assets 8 9,189,182 10,002,299
Property, plant and equipment 9 6,369,939 5,411,829
Total non-current assets 15,559,121 15,414,128
Current assets
Trade and other receivables 776,743 612,795
Inventories 1,092,519 2,085,237
Cash and cash equivalents 105,603 676,750
Total current assets 1,974,865 3,374,782
Total assets 17,533,986 18,788,910
Current liabilities
Trade and other payables 2,471,185 2,280,786
Lease Commitments 165,526 -
Borrowings 10 1,974,016 58,280
Total current liabilities 4,610,727 2,339,066
Non-current liabilities
Deferred tax liability 84,504 84,504
Lease Commitments 345,475 290,073
Borrowings 10 3,674,300 4,934,659
Total non-current liabilities 4,104,279 5,309,236
Total liabilities 8,715,006 7,648,302
Net assets 8,818,980 11,140,608
Equity
Called up share capital 11 5,908,326 5,773,729
Share premium 10,200,489 9,106,574
Accumulated losses (6,786,385) (2,875,278)
Share based payment reserve 98,473 6,947
Warrant reserve 269,441 -
Other reserve (871,364) (871,364)
Total equity 8,818,980 11,140,608
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Note 2024 2023
€ €
Cash flows from operating activities
Loss before taxation (3,911,108) (2,540,093)
Adjustment for:
Finance costs 6 504,489 342,668
Charge on conversion of pre-RTO Loan Notes - 749,490
Operating loss for the year (3,406,619) (1,447,935)
Adjustment for: 8 79,027 28,166
Amortisation
Depreciation 9 285,398 179,782
Provision for impairment of intangibles 734,091
Provision for impairment of tangibles 354,721
Equity settled transactions 91,526 6,947
Provision for inventory 955,982 200,714
Changes in working capital:
(Increase)/Decrease in trade and other receivables (163,948) 88,133
Decrease in inventories 36,737 41,124
Increase in accruals 199,788 268,086
(Decrease)/Increase in trade and other payables (9,390) 5,178
Net cash used in operating activities (842,687) (629,805)
Cash flow from investing activities
Expenditure on property, plant & equipment (1,598,294) (464,677)
Expenditure on rights of use assets 200,638 (78,515)
Net cash used in investing activities (1,397,656) (543,191)
Cash flows from financing activities
Proceeds from issue of shares (net of issue costs) 11 1,497,953 2,587,039
Issue of convertible loan notes 278,143 -
Repayment of loan notes 10 - (477,551)
Interest paid on loan note instrument (106,901) (268,647)
Net cash generated from financing activities 1,669,195 1,840,842
Net increase in cash and cash equivalents (571,147) 667,845
Cash and cash equivalents at beginning of year 676,750 10,154
Exchange losses on cash and cash equivalents - (1,250)
Cash and cash equivalents at end of year 105,603 676,750
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share Capital Share Premium Share based payment reserve Other Reserve Warrant Reserve Accumulated losses Total equity
Note 11
€ € € € € € €
Balance at 1 January 2023 1,129 - - - - (335,271) (334,142)
Loss and total comprehensive loss for the year - - - - - (2,540,093) (2,540,093)
Transactions with owners - - - - -
Share options charge - - 6,947 - - - 6,947
Reserve arising on reverse acquisition (871,364) - (871,364)
Share capital issued 5,772,600 9,106,574 - - - - 14,879,173
Balance at 31 December 2023 and at 1 January 2024 5,773,729 9,106,574 6,947 (871,364) - (2,875,278) 11,140,608
Loss and total comprehensive loss for the year - - - - - (3,911,108) (3,911,108)
Transactions with owners
Charge on the issue of equity instruments - (269,441) 91,526 - 269,441 - 91,526
Issue of shares 134,597 1,363,356 - - - - 1,497,953
Balance at 31 December 2024 5,908,326 10,200,489 98,473 (871,364) 269,441 (6,786,385) 8,819,980
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
Year ended Year ended
31 December 31 December
2024 2023
€ €
Operating loss is stated after charging:
Cost of materials sold 414,595 117,834
Materials purchase/Stock 1,554 -
Inventory provision 955,982 200,714
Fees payable to the Company's auditors 93,600 57,612
Other accountancy fees 69,728 -
Legal & professional fees 269,553 267,036
Consultancy fees and commissions 312,780 225,169
Staff costs 689,641 8,217
Other head office costs 123,388 36,078
Rent and rates 4,022 36,405
Travelling, entertainment & subsistence costs 172,363 91,427
Depreciation 285,398 179,782
Impairment of intangibles 734,091
Impairment of tangible assets 354,721
Amortisation 79,027 28,166
Quarry operating costs - 128,255
Foreign exchange loss 136,544 62,588
Share option charge 91,523 6,947
Testing, storage, sampling and transportation of materials 24,835 98,796
Sundry expenses (14,903) 42,461
Cost of sales, administrative and other operational expenses 4,798,442 1,587,487
6. Net finance costs
2024 2023
€ €
Finance costs
Interest expense on borrowings 364,290 293,238
Net foreign exchange loss on loan note instrument 119,908 23,265
Interest payable on lease liabilities 20,290 25,676
Movement in fair value of derivatives - 489
504,488 342,668
7. Loss per share
2024 2023
€ €
Loss for the year used for the calculation of basic EPS (3,911,108) (2,540,093)
Number of shares
Weighted average number of ordinary shares for the purpose of basic EPS 77,883,984 54,545,455
Effect of potentially dilutive ordinary shares - -
Weighted average number of ordinary shares for the purpose of diluted EPS 77,883,984 54,545,455
Earnings per share:
Basic (0.050) (0.040)
Diluted (0.050) (0.040)
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
Group: Capitalised exploration and evaluation expenditure Total
Mining rights and licences € €
Goodwill €
€
Cost
As at 31 December 2022, 1 January 2023 and 31 December 2023 2,535,487 72,292 10,030,465
7,422,686
As at 31 December 2024 7,422,686 2,535,487 72,292 10,030,465
Accumulated amortisation
As at 1 January 2023, 31 December 2023 and as at 1 January 2024 26,506 1,660 28,166
-
Impairment charge - 734,091 - 734,091
Charge for the year - 41,556 37,471 79,027
As at 31 December 2024 - 802,153 39,131 841,284
Net Book Value
As at 1 January 2023 and 31 December 2023 7,422,686 2,508,981 70,631 10,002,299
As at 31 December 2024 7,422,686 1,733,335 33,161 9,189,182
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
Quarry Plant & Machinery Factory Plant & Machinery Rights of use asset Land and buildings Other Total
€ €
€ €
€ €
Cost
As at 1 January 2023 - 1,051,579 322,047 - - 1,373,626
Additions - 464,677 - - - 464,677
Acquisitions 721,179 2,828,718 74,505 160,000 1,111 3,785,513
As at 31 December 2023 and as at 1 January 2024 721,179 4,344,974 396,552 160,000 1,111 5,623,816
Additions - 1,280,597 317,696 - - 1,598,293
Disposals - - (74,505) - - (74,505)
Reclassification - - - - (64) (64)
As at 31 December 2024 721,179 5,625,571 639,743 160,000 1,047 7,147,540
Accumulated depreciation
As at 1 January 2023 - - 32,205 - - 32,205
Depreciation charge ((1)) 2,093 86,070 91,391 - 228 179,782
As at 31 December 2023 and as at 1 January 2024 2,093 86,070 123,596 - 228 211,987
Disposals - - (74,505) - - (74,505)
Impairment 354,721 - - - - 354,721
Depreciation charge ((1)) - 158,494 126,350 - 554 285,398
As at 31 December 2024 356,814 244,564 175,441 - 782 777,601
Net Book Value
As at 1 January 2023 - 1,051,579 289,842 - - 1,341,421
As at 31 December 2023 719,086 4,258,904 272,956 160,000 883 5,411,829
As at 31 December 2024 364,365 5,381,007 464,302 160,000 265 6,369,939
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
2024 2023
€ €
Current borrowings
Convertible loan notes held at amortised cost 1,955,036 -
Other borrowings held at amortised cost 18,908 58,280
1,974,016 58,280
Non-current borrowings
Convertible loan notes held at amortised cost 2,759,975 4,122,571
Other borrowings held at amortised cost 913,771 811,536
Derivative over own equity at fair value 555 552
3,674,300 4,934,659
5,648,317 4,992,939
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.
31 December 2024 31 December 2023 Share capital Share capital Share premium Share premium
Number Number 31 December 31 December 31 December 31 December
2024 2023 2024 2023
€ € € €
Issued, called up and fully paid Ordinary shares of £0.01 each
At start of the period 70,070,080 54,545,455 817,493 1,129 9,106,574 -
Issued in the year 11,391,667 15,524,625 134,596 816,364 1,363,356 9,106,574
Transfer to warrant reserve (269,441)
At end of the period 81,461,747 70,070,080 952,089 817,493 10,200,489 9,106,574
Issued, called up and fully paid Preference shares of £0.01 each
At start of the period 8,232,857 - 95,665 - - -
Issued in the year - 8,232,857 - 95,665 - -
At end of the period 8,232,857 8,232,857 95,665 95,665 - -
Issued, called up and fully paid Deferred shares of £0.50 each
At start of the period 8,232,857 - 4,860,571 - - -
Issued in the year - 8,232,857 - 4,860,571 - -
At end of the period 8,232,857 8,232,857 4,860,571 4,860,571 - -
97,927,461 86,535,794 5,908,326 5,773,729 10,200,489 9,106,574
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)
Name Number of ordinary share issue price ISSUE Date
Placing Shares 4,946,313 55p 2 June 2023
Consideration shares 54,545,455 55p 2 June 2023
CLN Shares 2,345,455 27.5p 2 June 2023
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 (https://eco-buildings.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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR WPUQUQUPAPGURecent news on Eco Buildings
See all newsREG - Eco Buildings Group - Final Results for the year ended 31 December 2024
AnnouncementREG - AIM - AIM Notice - 20/05/2025
AnnouncementREG - Eco Buildings Group - Completion of Fundraise
AnnouncementRCS - Eco Buildings Group - Operational Update on Senegalese Subsidiary
AnnouncementRCS - Eco Buildings Group - Certification of Environmental Management Award
Announcement