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REG - Eco Buildings Group - Interim Results

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RNS Number : 2883B  Eco Buildings Group PLC  30 September 2025

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

 

30 September 2025

Eco Buildings Group PLC

("Eco" or "Eco Buildings" or the "Company")

 

Interim Results for the six months ended 30 June 2025

Eco Buildings Group PLC (AIM: ECOB), announces its unaudited interim results
for the six months ended 30 June 2025.

 

Operational Highlights

·      Over the six months to 30 June 2025 the Company's production line
in Albania produced as planned over 42,000 sqm of walls operating on a single
shift basis.

·      In September 2025, the Company announced that it had signed a new
contract to construct a luxury low-rise apartment block comprising 18 single
dwellings, each averaging 100 square meters. Following the construction of
this first apartment block, the Company has a letter of intent in place to
build another two identical apartment blocks in Q1-Q2 next year.   Each
apartment block is anticipated to generate €2.2 million in revenue.

·      In February 2025 the Company achieved CE marking (Conformite
Europeenne) for its products for use throughout the European Community. 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.

·      The Company completed two show homes in Chile in early 2025. The
construction of these properties was part of 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, This initiative is aligned with the government's broader social
housing programme and also provided an opportunity to further market Eco's
products in the region.

·      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.

Financial Highlights

·      Revenue for the six months to 30 June 2025 increased to €1.8
million (H1 2024: €0.2 million) including the first revenues recognised from
the sale of GFRG panelling.

·      The Company made a marginal loss of €0.062 million a material
improvement compared to H1 2024 (€1.1 million loss)

 

Operational Update

 

Operating Update for the period to 30 June 2025

Operational Milestones

The Company focus in the six months to 30 June 2025 has been the operations of
the factory in Durres.  Eco has produced over 42,000 square metres of walling
product over the last six months to 30 June 2025 for use in construction
projects in Albania and overseas.

As production levels at the factory expand, the group has invested in careful
planning to ensure that growth does not come at the expense of the quality of
our products. Rapid increases in the rate of production can bring pressure to
streamline processes, but maintaining high standards is central to our brand
and ethos. By investing in robust quality control systems, and efficient
workflows, the factory has increased capacity while safeguarding the
consistency and reliability of its products.

Equally important is ensuring high standards are embedded in the Company's
factory culture. Clear quality guidelines, rigorous checks at every stage of
production, and ongoing monitoring allow the business to maintain high quality
standards.  Training new staff is central to this strategy. As Eco's
workforce continues to grow and we anticipate the deployment of teams to the
proposed new production lines, comprehensive training and continuous skills
development help new employees operate to the Company's high standards.

To demonstrate our commitment to high standards the company has in the last
six months achieved two significant certifications:

·      In February 2025 the Company achieved CE marking (Conformite
Europeenne) for its products for use throughout the European Community.  CE
marking allows a product to be legally sold throughout the European Economic
Area (EEA).  CE marking means you don't need separate national approvals,
reducing barriers to entry, allowing wider opportunities throughout Europe
whilst providing confidence in our products.

·      In April 2025 Eco Buildings Group Albania, was awarded the ISO
14001:2015 certification for its Environmental Management System (EMS). This
an international standard developed by the International Organization for
Standardization (ISO). This achievement demonstrates the company's commitment
to sustainability while enhancing trust with consumer partner and regulators.

Sales development

In the six month period to 30 June 2025 the Company recorded sales of €1.8
million, driven by significant sales efforts and the hard work of our
operations team to increase rates of panel production

This month we announced the award of a new contract to construct a luxury
low-rise apartment block comprising 18 residences, each averaging 100 square
meters. Following completion of this first building, the Company has secured a
letter of intent to deliver an additional two identical apartment blocks
during Q1-Q2 of next year. Further negotiations are in progress for the
construction of three more apartment blocks, which would bring the total to
six once the initial phase is completed.

The Board of Eco Buildings views this project as a stepping stone towards a
larger villa development in Albania, anticipated to begin following the
delivery of the six apartment blocks. Each building is expected to generate
€2.2 million in revenue, with gross margins aligned with the Company's
previously reported figure of 40%.

The Directors attribute the success in securing this contract to Eco
Buildings' innovative construction technology, which offers a significantly
more cost-effective and time-efficient alternative to traditional construction
methods. This enables developers to reduce costs and accelerate delivery
timelines. Each apartment block is expected to be completed within 6-9 months
from commencement, with work on the first luxury block already underway.

Litigation Update

The Company has secured full litigation funding from Atticus Litigation
Financing ("Atticus"), a new fund scheduled to commence operations in
October2025. Atticus is advised by Nick Rowles-Davies, a recognised pioneer
and global authority in the litigation funding industry.

This financial support ensures that the Company is fully resourced to advance
its €195 million claim before the International Court of Arbitration, where
the arbitration panel nomination process is already in progress. The case
concerns significant losses arising from adverse and improper actions taken by
government agencies in Kosovo.

To lead its legal strategy, the Company has appointed BSA Law, a distinguished
international law firm headquartered in Dubai. The firm is engaged under a
Conditional Fee Arrangement (CFA), reflecting its strong confidence in the
merits of the claim.

Financial Developments

In May 2025 the company raised gross proceeds of £670,000 through a firm
placing of 16,750,000 new ordinary shares at a price of 4 pence per share.
£250,000 was placed directly with one new subscriber, with the balance placed
with existing shareholders.

On the 4 September 2025 the Company announced it had issued £300,000 of a
zero coupon, 2-year convertible loan note, convertible at 4 pence per share.
The Loan Note is convertible at any time, at the election of the Note holder,
during its 24-month term into new ordinary shares in the Company at a price of
4 pence per share. No interest is payable on the Note.

The Company has also agreed to issue Warrants as part of the Loan Note on a
basis of 1 Warrant for every 2 Shares issued. The Warrants may be exercised at
a price of 8p and are exercisable at any time up to the third anniversary of
the date of this announcement at which time they will lapse.

On the 12 September 2025 the Company announced that it had raised gross
proceeds of £600,000 through the placing of 15,000,000 new ordinary shares at
the 4p.

On the 22 September 2025 the Company announced that it has issued 5,000,000
new ordinary shares following receipt of a conversion notice of £200,000 on
the Loan at a conversion price of 4 pence per share.

For further information, contact:

Eco Buildings Group plc

Etrur Albani, Executive Vice Chairman

Tel: +44 (0)20 7380 0999

Fiona Hadfield, Finance Director

Tel: +44 (0)20 7380 0999

 Spark Advisory Partners Limited (Nominated Adviser)   Tel:  +44 (0) 203 368 3550

 Matt Davis / James Keeshan
 Tavira Securities Limited (Joint Broker)              Tel:  +44 (0) 203 192 1739

 Oliver Stansfield / Jonathan Evans
 CMC Markets UK Plc (Joint Broker)                     Tel: +44 (0)20 71708200

 Douglas Crippen

 

Notes

The Company has acquired proven and innovative prefabricated technology which
has been in development and commercial use since 2006. Eco Buildings' range of
prefabricated, green housing products based on glass fibre reinforced gypsum
panels ("GFRG") provides a construction solution for both affordable and
high-end housing.

The market share for factory-based building technology is expected to grow
significantly over the coming years as private developers and the public
sector seek to address the substantial and growing deficit in housing stock
and issues of construction cost, speed and quality and housing affordability.

 

 

ECO BUILDINGS GROUP PLC

Condensed unaudited consolidated income statement and statement of
comprehensive income

 

                                                                                      Six months ended 30 June      Six months ended 30 June          For the year ended

                                                                                      2025                          2024                              2024

                                                                               Note   Unaudited                     Unaudited                         Audited

                                                                                      €'000s                        €'000s                            €'000s

 Revenue                                                                              1,792                         206                               1,392
 Cost of Sales                                                                        (514)                         (74)                              (415)
 Gross Profit                                                                         1,278                         132                               977

 Administrative and other operating expenses                                          (1,316)                       (914)                             (4,384)

 Operating loss                                                                       (38)                          (782)                             (3,407)

 Net finance costs                                                             3      (24)                          (305)                             (504)
                                                                                                                    -
 Loss before taxation                                                                 (62)                          (1,087)                           (3,911)

 Taxation                                                                             -                             -                                 -

 Loss for the period                                                                  (62)                          (1,087)                           (3,911)

 Other comprehensive income                                                           -                             -                                 -

 Total comprehensive loss for the period attributable to owners of the parent         (62)                          (1,087)                           (3,911)
 company

 Loss per share
 Basic loss per share                                                          4      €0.001                        €0.014                            €0.05
 Diluted loss per share                                                        4      €0.001                        €0.014                            €0.05

 

 

 

ECO BUILDINGS GROUP PLC

Condensed unaudited consolidated statement of financial position

                                                            Notes  As at 30 June 2025      As at 31  December 2024       As at 30 June 2024

                                                                   Unaudited               Audited                       Unaudited

                                                                   €'000s                  €'000s                        €'000s
 Assets
 Non-current assets
 Intangible assets                                          5      9,167                   9,189                         9,977
 Property, plant and equipment                              6      6,453                   6,370                         5,680
 Total non-current assets                                          15,620                  15,559                        15,657

 Current assets
 Trade and other receivables                                       1,195                   777                           682
 Inventories                                                       1,120                   1,092                         2,058
 Cash and cash equivalents                                         183                     106                           34
 Total current assets                                              3,218                   1,975                         2,774
 Total assets                                                      18,838                  17,534                        18,431

 Current liabilities
 Trade and other payables                                          2,505                   2,471                         1,801
 Lease commitments                                                 163                     166                           -
 Borrowings                                                 7      2,029                   1,974                         60
 Total current liabilities                                         4,697                   4,611                         1,861
 Non-current liabilities
 Deferred tax liability                                            85                      85                            85
 Lease Commitments                                                 304                     345                           260
 Borrowings                                                 7      4,005                   3,674                         5,187
 Total non-current liabilities                                     4,394                   4,104                         5,532
 Total liabilities                                                 9,091                   8,715                         7,393
 Net assets                                                        9,747                   8,819                         11,038

 Equity
 Share capital                                              8      6,142                   5,908                         5,855
 Share premium                                              8      10,900                  10,200                        9,965
 Retained loss                                                     (6,848)                 (6,786)                       (3,962)
 Share based payment reserve                                       155                     99                            51
 Warrant reserve                                                   269                     269                           -
 Other reserves                                                    (871)                   (871)                         (871)
 Total equity attributable to owners of the parent company         9,747                   8,819                         11,038

 

ECO BUILDINGS GROUP PLC

Condensed consolidated statement of cash flows

                                                                          Six months ended      Six months ended          Year

                                                                          30 June 2025          30 June 2024              ended 31 December 2024

                                                                          Unaudited             Unaudited                 €'000s

                                                                          €'000s                €'000s

                                               Notes

 Cash flows from operating activities
 Loss before taxation                                                     (62)                  (1,087)                   (3,911)
 Adjustment for:
 Net finance costs                             4                          24                    305                       504
 Operating loss for the period                                            (38)                  (782)                     (3,407)
  Adjustment for:
   Amortisation                                                           22                    25                        79
   Depreciation                                6                          320                   95                        285
 Equity Settled transactions                                              56                    44                        92
 Provision for impairment of intangibles                                  -                     -                         734
 Provision for impairment of tangibles                                    -                     -                         355
 Provision for inventory                                                  -                     -                         956
 Changes in working capital:
  Increase in receivables                                                 (1,138)               (69)                      (164)
  (Increase)/decrease in inventories                                      (27)                  26                        37
  Increase/(decrease) in trade and other payables                         34                    (479)                     190
 Net cash used in operating activities                                    (771)                 (1,140)                   (843)
 Cash flow from investing activities
 Expenditure on property, plant and equipment  6                          (403)                 (363)                     (1,598)
 Expenditure on rights of use assets                                      (69)                  (40)                      201
 Net cash outflow from investing activities                               (472)                 (403)                     (1,398)
 Cash flows from financing activities
 Proceeds from issue of shares                 9                          934                   939                       1,498
 Repayment of debt                             7                          (236)                 -                         -
 Drawdown of debt                              7                          648                   -                         278
 Interest paid                                                            (25)                  (37)                      (107)
 Net cash inflow from financing activities                                1,321                 900                       1,669

 

 Net increase/(decrease) in cash and cash equivalents                        78       (643)          (571)
 Foreign exchange difference arising on translation                                   -
  Cash and cash equivalents at beginning of                                  106      677            677

  Period
 Cash and cash equivalents at end of period                                  183      34             106

 

 

 

ECO BUILDINGS GROUP PLC

Condensed consolidated statement of changes in equity

                                          Share capital  Share premium  Share based payment reserve  Other reserve  Warrant reserve  Profit and loss reserve  Total

                                                                        €'000s                                                       ( )

                                          €'000s         €'000s                                      €'000s         €'000s           €'000s

                                                                                                                                                              €'000s

 As at 1 January 2024                     5,774          9,106          7                            (871)                           (2,875)                  11,141
 Total comprehensive loss for the period                                                                                             (1,087)                  (1,087)
 Transactions with owners
 Share based transactions                                               44                                                                                    44
 Issue of shares                          81             858                                                                                                  940
 As at 30 June 2024                       5,855          9,965          51                           (871)                           (3,962)                  11,038
 Total comprehensive loss for the period  -              -              -                            -              -                (2,824)                  (2,824)
 Transactions with owners
 Share based transactions                 -              (269)          47                           -              269              -                        316
 Issue of shares                          53             504            -                            -              -                -                        288
 As at 31 December 2024                   5,908          10,200         98                           (871)          269              (6,786)                  8,819
 Total comprehensive loss for the period  -              -              -                            -              -                (62)                     (62)
 Transactions with owners
 Share based transactions                 -              -              56                           -              -                -                        56
 Issue of shares                          234            700            -                            -              -                -                        934
 As at 30 June 2025                       6,142          10,900         154                          (871)          269              (6,848)                  9,747

 

Notes to the condensed consolidated financial statements for the period ended
30 June 2025

(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
production of GFRG panels for use in construction and the processing of
dimensional stone.

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 results presented in this report are unaudited and they have been prepared
in accordance with the principles of International Financial Reporting
Standards ("IFRS") as adopted by the European Union that are applicable to the
financial statements for the year ending 31 December 2024.

The accounting policies applied in these results are consistent with those
applied in the Group's Annual Report and Accounts for the year ended 31
December 2024 and those expected to be applicable to the financial statements
for the year ending 31 December 2025.

This half yearly report does not constitute statutory accounts within the
meaning of Section 434 of the Companies Act 2006.  Statutory accounts for Eco
Buildings Group plc for the year ended 31 December 2024 were approved by the
Board on 30 June 2025 and have been filed with the Registrar of Companies. The
report of the auditors on those accounts was unqualified and did not contain a
statement under Section 498 (2) or (3) of the Companies Act 2006.  These
condensed interim financial statements for the six months ended 30 June 2025
have been prepared in accordance IAS 34, 'Interim financial reporting', as
adopted by the European Union. The condensed interim financial statements
should be read in conjunction with the annual financial statements for the
year ended 31 December 2024, which have been prepared in accordance with IFRS
as adopted by the European Union.  The Annual Report and Accounts 2024 for
the Group are available at www.eco-buildingsplc.net

(3)              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 September
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

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..  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.  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 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.

 

(4)              Loss per share

                                                                            Six months ended          Six months ended      Year ended

                                                                            30 June                   30 June               31 December 2024

                                                                            2025                      2024                  €'000 ((1))

                                                                            €'000s                    €'000s ((1))

 Loss for the period used for the calculation of basic LPS                  (62)                      (1,087)               (3,911)

 Number of shares
 Weighted average number of ordinary shares for the purpose of basic LPS    88,568,691                76,961,747            77,883,984
 Effect of potentially dilutive ordinary shares                                                       -                     -
 Weighted average number of ordinary shares for the purpose of diluted LPS  88,568,691                76,961,747            77,883,984

 Loss per share:
 Basic                                                                      €0.001                    €0.014                €0.050
 Diluted                                                                    €0.001                    €0.014                €0.050

 

(5)              Intangible assets

                         Goodwill  Mining rights and licences  Capitalised exploration and evaluation expenditure  Total

                                   €'000                       €'000

                         €'000                                                                                     €'000
 Cost
 As at 31 December 2023  7,423     2,535                       72                                                  10,030
 Acquired                -         -                           -                                                   -
 As at 30 June 2024      7,423     2,535                       72                                                  10,030
 Acquired                -         -                           -                                                   -
 As at 30 December 2024  7,423     2,535                       72                                                  10,030
 Acquired                -         -                           -                                                   -
 As at 30 June 2025      7,423     2,535                       72                                                  10,030

 Depreciation
 As at 31 December 2023  -         26                          2                                                   28
 Charge for the period   -         24                          1                                                   25
 As at 30 June 2024      -         50                          3                                                   53
 Impairment charge       -         734                         -                                                   734
 Charge for the period   -         18                          37                                                  55
 As at 30 December 2024  -         802                         39                                                  841
 Charge for the period   -         21                          1                                                   -
 As at 30 June 2025      -         822                         40                                                  862

 Net book value
 As at 30 June 2025      7,423     1,713                       32                                                  9.167
 As at 31 December 2024  7,423     1,733                       33                                                  9,189
 As at 30 June 2024      7,423     2,485                       69                                                  9,977

 

 

 

(6)              Property, plant and equipment

                         Land       Factory               Rights of use assets  Quarry                Office equipment and leasehold improvements  Total

                                    Plant and machinery                         Plant and machinery

                                                                                                      €'000s

                                    €'000s                €'000                 €'000s

                         €'000s                                                                                                                    €'000s
 Cost
 As at 31 December 2023  160        4,345                 396                   721                   1                                            5,624
 Additions               -          362                   -                     -                     -                                            362
 As at 30 June 2024      160        4,707                 396                   721                   1                                            5,986
 Additions               -          1,281                 317                   -                     -                                            1,598
 Disposals               -          -                     (75)                  -                     -                                            (75)
 As at 31 December 2024  160        5,626                 640                   721                   1                                            7,148
 Additions               -          402                   -                     -                     -                                            402
 As at 30 June 2025      160        6,028                 640                   721                   1                                            7,550

 Depreciation
 As at 31 December 2023  -          86                    124                   2                     -                                            212
 Charge for the period   -          29                    52                    13                    -                                            95
 As at 30 June 2024      -          115                   176                   15                    -                                            307
 Charge for the period   -          130                   74                                          1                                            204
 Impairment              -          -                     -                     342                   -                                            342
 Disposals               -                                (75)                                                                                     (75)
 As at 31 December 2024  -          245                   175                   357                   1                                            778
 Charge for the period   -          270                   50                    -                     -                                            320
 As at 30 June 2025      -          515                   225                   357                   1                                            1,097

 Net book value
 As at 30 June 2025      160        5,513                 415                   364                   -                                            6,453
 As at 31 December 2024  160        5,381                 464                   364                   -                                            6,369
 As at 30 June 2024      160        4,592                 221                   706                   1                                            5,679

 

 

 

(7)              Borrowings

                                           30 June        31 December 2024    30 June

                                           2025           €'000s              2024

                                           €'000s                             €'000s
 Current liabilities
 Convertible loan notes at amortised cost  2,014          1,955               -
 Other borrowings held at amortised cost   15             19                  60
                                           2,029          1,974               60

 Non-Current liabilities
 Convertible loan notes at amortised cost  3,156          2,780               4,324
 Other borrowings held at amortised cost   848            914                 863
 Derivative over own equity at fair value  1              1
                                           4,005          3,674               5,187

(a)   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 30 June 2025 the loan note
held at amortised cost had a balance of €847,753. (31 December 2024 -
€913,771).

(b)   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 was 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 30 June 2025, the Series 11 Loan Note held at amortised cost had a
balance of €2,432,238 (31 December 2024 - €2,480,251).  The Stockholders'
option to convert the loan has been treated as an embedded derivative and
measured at fair value.  As at 30 June 2025 the derivative had a value of nil
(31 December 2024 - €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.

(c)    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 30 June 2025, the Gulf Loan Note held at amortised cost had a balance of
€2,013,984 (31 December 2024 - €1,955,036).  The Stockholders' option to
convert the loan has been treated as an embedded derivative and measured at
fair value.  As at 30 June 2025, the derivative had a value of nil (31
December 2024 - 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.

(d)   Other Borrowings held at amortised cost

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 30 June 2025 there remained
€14,786 outstanding on this debt.

The Directors consider that the carrying amount of borrowings approximates
their fair value at 30 June 2025.

(8)              Share capital

 

                              30 June 2025            31 December 2024        Share capital  Share capital  Share premium  Share premium

                              Number                  Number                  30 June        31 December    30 June        31 December

                                                                              2025           2024           2024           2024

                                                                                             €'000                         €'000

                                                                              €'000                         €'000

 Issued, called up and fully paid Ordinary shares of £0.01 each
 At start of the period       81,461,747              70,070,080              952            817            10,200         9,107
 Issued in the year           19,750,000              11,391,667              234            135            700            1,363
 Transfer to warrant reserve  -                       -                       -              -                             (269)
 At end of the period         101,211,747             81,461,747              1,186          952            10,900         10,200
 Issued, called up and fully paid Preference shares of £0.01 each
 At start of the period       8,232,857               8,232,857               96             96             -              -
 Issued in the year           -                       -                       -              -              -              -
 At end of the period         8,232,857               8,232,857               96             96             -              -
 Issued, called up and fully paid Deferred shares of £0.50 each
 At start of the period       8,232,857               8,232,857               4,861          4,861          -              -
 Issued in the year           -                       -                       -              -              -              -
 At end of the period         8,232,857               8,232,857               4,861          4,861          -              -
                              117,677,461             97,927,461              6,142          5,908          10,900         10,200

 

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 the 17 January 2025 issued 3,000,000 shares in settlement of £135,000 of
loan notes issued under the Series 12 Loan notes.

On the 15 May 2025 the company announced that it has raised gross proceeds of
£670,000 through a firm placing of 16,750,000 new ordinary shares at a price
of 4 pence per share.

On the 22 September 2025, the Company announced that it has issued 5,000,000
new ordinary shares following receipt of a conversion notice of £200,000 on
the Loan Notes at a conversion price of 4 pence per share.

 

(9)              Events after the reporting period

On the 14 July 2025 Deferred shares held by the Company were cancelled in line
with the authorities held by the Board to cancel the shares via a resolution
of the Board.

On the 4 September 2025 the Company announced it had issued £300,000 of a
zero coupon, 2-year loan note, convertible at 4 pence per share. The Note is
convertible at any time, at the election of the Note holder, during its 24
month term into new ordinary shares in the Company at a price of 4 pence per
share. No interest is payable on the Note.

The Company has also agreed to issue Warrants as part of the Note on a basis
of 1 Warrant for every 2 Shares issued. The Warrants may be exercised at a
price of 8p and are exercisable at any time up to the third anniversary of the
date of this announcement at which time they will lapse.

On the 12 September 2025 the Company announced that it had raised gross
proceeds of £600,000 through the placing of 15,000,000 new ordinary shares at
the 4p.

On the 22 September 2025 the company announced that it has issued 5,000,000
new ordinary shares following receipt of a conversion notice of £200,000 on
the Loan Notes issued by the Company on the 4 September 2025 at a conversion
price of 4 pence per share.

 

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

 

 

 

 

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