Interim Results

Eco Buildings Group PLC

30 September 2026

 

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 2026

Eco Buildings Group PLC

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

Interim Results for the six months ended 30 June 2026

Eco Buildings Group PLC (AIM: ECOB) announces its unaudited interim results for the six months ended 30 June 2026.  

Operational Highlights 

·    Strong commercial progress in Albania: Eco Buildings has continued to advance its flagship Balfin Group Rolling Hills development, with the first apartment block representing approximately €2.2m of expected revenue and forming part of an anticipated €13.2m programme of at least six similar blocks.

·    Significant expansion in manufacturing capacity underway: The £2.35m fundraise in May is supporting the building of a new second-generation, AI-enabled production line in Durrës, which remains on track for completion and commissioning in Q4 2026 and is designed to provide a scalable blueprint for future international facilities.

·    International expansion gathering momentum: Eco has made meaningful progress in Senegal where G2 Invest, our JV partner,  has allocated at €1.75 million investment to the project, with progress expected to be announced shortly.   In Indonesia local partners have committed to invest US$5m into our local joint venture for the purpose of deploying a new manufacturing facility, supporting the development of new markets while reducing the capital required from Eco.

·    Building the platform for scalable growth: New ISO certifications, strategic and board appointments, successful demonstration projects and continued investment in production capacity have strengthened Eco's operational and institutional credentials as it moves from technology validation towards commercial scale and international replication.

Financial Performance

·    Revenues for the six months to 30 June 2026 was €1.2 million (H1 2025: €1.8 million).  Revenue is lower in the current period, reflecting the timing of revenue recognition across several large contracts, which can result in variability between reporting periods. This is primarily a timing effect rather than an underlying change in performance, and full-year revenue is expected to remain broadly consistent with the prior year.

·    The Company made a loss of €0.94 million (H1 2025: €0.06 million loss). The increase in loss is driven by the lower revenue and gross margin in the period compared to the prior half year, together with higher net finance costs (€0.33 million vs €0.02 million).

·    The Company's order book and business development pipeline continued to grow, providing increased visibility over future anticipated revenue and supporting the outlook for sustained growth.

Post Period End

·    The Company has entered into a binding Strategic Investment Framework Agreement with the Government of The Gambia and Lumen Holdings, establishing a framework for a minimum 10,000-home programme, including an initial minimum order of 1,000 homes. The framework agreement, subject to definitive agreements, envisages The Gambia becoming the Company's West African headquarters and AI-powered Centre of Excellence, providing a platform for local manufacturing, skills development and potential expansion across the wider ECOWAS region.

·    In August, the Company converted £100,000 of existing loan notes into equity and settled certain outstanding liabilities through the issue of shares.

·    In June 2026, the Company completed the variation of its Series 11 convertible loan notes (€2.6 million outstanding at 30 June 2026), extending the repayment date from 1 December 2026 to 1 December 2029, increasing the interest rate to 8% per annum and reducing the conversion price to 22 pence per share.

Operational Update

Operating Update for the period to 30 June 2026

Commercial delivery and progress in Albania

During 2026 Eco Buildings has continued progress on its residential construction programme in Albania. The company's flagship project is the Rolling Hills development in Tirana for the Balfin Group, where Eco is supplying its prefabricated GFRG building system for an initial 18-unit luxury apartment block.

Construction has advanced materially during the period. Having completed the groundworks, the project progressed through the ground and sub-ground structures and subsequently reached the fourth and final floor level (including the sub-ground car park level), with completion of the first block expected in early Q4 2026. Eco also confirmed that it had manufactured sufficient GFRG wall inventory to complete the first building.

Eco expects to generate approximately €2.2 million of revenue from each of the first two apartment blocks, with the first forming part of a programme of at least six similar blocks where Eco is looking to secure the final four blocks which would be a total €13.2m programme value, before a larger villa development commences.

Rolling Hills represents one of the first opportunities for Eco to demonstrate its construction system at meaningful commercial scale. Successful delivery of the initial block should provide a reference project for both subsequent phases in Albania and the company's efforts to sell the technology internationally.

Expansion of manufacturing capacity

Alongside delivering Rolling Hills, Eco has been investing to increase its manufacturing capacity. In May, the company raised £2.35 million gross, approximately £2.2 million net, through a placing and subscription at 12p per share. The principal purpose of the fundraising was to finance a second-generation GFRG manufacturing line at its facility in Durrës, Albania, as well as provide additional working capital.

Construction of the new line subsequently commenced, with management targeting Q4 2026 for commissioning. The facility will incorporate increased automation and AI-enabled processes, including predictive maintenance, visual quality assurance and production optimisation. Eco Buildings' proprietary modular wall technology provides a faster, lower-cost and more sustainable alternative to conventional construction, combining rapid off-site production and assembly with high structural performance, thermal efficiency and durability to deliver quality housing at scale.

The significance of the investment extends beyond simply increasing Albanian production. Eco intends the new line to provide a blueprint for future manufacturing facilities in other countries. If successful, this could allow the group to replicate a relatively standardised manufacturing model as it looks to enter new markets rather than relying on exports from Albania.

Building an international manufacturing footprint

In Indonesia, Eco established Eco Buildings Indonesia LLC and entered into a binding memorandum of understanding with local partner Messrs Cooper & Accors. The partner has committed to invest US$5 million in exchange for a 49% interest in the Indonesian subsidiary, with the funding intended to finance a local manufacturing line and support operating requirements.  Discussions with the Ministry of Housing are ongoing, and the Company anticipates  significant progress in due course.

Progress has also continued in Senegal, where Eco's joint venture with G2 Invest Group has advanced towards implementation. G2's 35% interest represents a €1.75 million capital contribution, which will provide funding towards the establishment and development of the local subsidiary and its operations.  The JV partner has allocated €1.75 million into the project, with the funding becoming available upon placement of the order for the new production line

Eco has complemented this commercial initiative in Senegal with a demonstration project, donating its modular building system for a community hospital in Malicounda. Transportation and installation were funded separately by Spanish NGO Amigos de Buba. It has demonstrated  the suitability of Eco's technology for healthcare, humanitarian and government-funded infrastructure projects in West Africa. 

In October 2025, the Company announced a €5 million investment by Socotra to fund the establishment of production lines in Sudan. Given the prevailing political and security environment, further progress on the proposed investment has been placed on hold pending an improvement in conditions and a corresponding reduction in country risk.  No funds have been received from Socotra or invested by the Company in this project.

In September 2026, the Company entered into a binding Strategic Investment Framework Agreement with the Government of The Gambia and Lumen Holdings, establishing the framework for a major housing and industrial development programme in the country. The agreement provides for a minimum 10,000-home programme, including an initial minimum order of 1,000 homes, using Eco Buildings' proprietary modular construction technology. The initiative is intended to address The Gambia's demand for high-quality, affordable housing while demonstrating the advantages of the Company's wall panel technology, including rapid construction, cost efficiency, durability and a lower environmental footprint compared with conventional building methods.

The agreement also represents a broader strategic opportunity for Eco Buildings beyond the delivery of housing. It envisages The Gambia becoming the Company's West African headquarters and an AI-powered Centre of Excellence, incorporating local manufacturing, technology transfer, workforce training and skills development. This would establish a local production and delivery platform capable of supporting the initial Gambian housing programme while providing a base from which the Company can pursue opportunities across the wider ECOWAS region. The framework therefore has the potential to combine a significant long-term housing pipeline with the establishment of a scalable manufacturing and technology platform for Eco Buildings in West Africa, subject to the detailed investment, financing, land, manufacturing and supply arrangements being documented in definitive agreements.

On 21 October 2025, the Company announced a contract valued at over €400 million with E.P. Solhabit Ltda, a privately owned, licensed EGIS in Chile for modular social housing.  Final technical approval has been delayed following changes in government, which resulted in the contract being subject to further review by the relevant authorities. Notwithstanding this delay, the Company remains confident in the potential of the underlying project and continues to expect the contract to progress following completion of the required ongoing approval process, which has delayed receipt of the initial deposit.  Once approval has been received the Company expects to receive a deposit of £6.375 million, as referred to in the Company's FY2025 results, for the first phase of construction relating to the first tranche of 607 homes.

Entry into the UK housing market

Eco has also taken its first steps into the UK market, establishing Eco Buildings United Kingdom Ltd and as announced in June signing a binding framework agreement with Noventum Ltd.

The initial strategy is relatively modest, involving the construction of two demonstration homes on sites identified with a prospective development partner. Components would initially be manufactured in Albania and transported to the UK, allowing Eco to demonstrate the technology without immediately committing capital to a new UK factory.

The company is beginning to target housing associations and other organisations involved in housing delivery, positioning the speed and cost characteristics of its construction system against the UK's urgent requirement for additional housing.

Establishing credentials for government and institutional projects

The Albanian manufacturing facility obtained ISO 9001:2015 quality-management and ISO 45001:2018 occupational health and safety certifications during the period. These certifications are expected to help when bidding for institutional and public-sector projects, particularly as the company pursues its strategy of expansion beyond Albania.

Eco has also used small-scale humanitarian projects to demonstrate its technology. In addition to the Senegal hospital initiative, the company completed and donated a house in Tirana for a displaced family. Neither project is financially material in isolation, but both provide physical examples of how rapidly the GFRG system can be deployed, particularly in affordable housing, disaster relief and humanitarian applications.

The appointment in March of former UK Construction Minister Dr Nigel Griffiths as Strategic Adviser fits within the same strategy. His role focuses on government engagement, public policy and stakeholder relations, suggesting that Eco increasingly sees government-backed housing and infrastructure programmes as an important potential source of future demand.

Management and governance

The group has also made changes to its leadership and governance structure as the business expands. In August, Graham Stevens joined the board as an independent Non-Executive Director and Chair of the Audit Committee, while Chris Gilbert joined as an Executive Director.

Ahmet Shala stepped down as a Non-Executive Director, although he is expected to retain a relationship with the business through a proposed advisory board. Together with the appointment of Nigel Griffiths as Strategic Adviser earlier in the year, the changes are intended to broaden Eco's commercial, governance and government-relations capabilities as Eco develops its growth strategy.

For further information, contact:

Eco Buildings Group plc

Etrur Albani, Executive Vice Chairman

Tel: [phone]

Fiona Hadfield, Finance Director

Tel: [phone]

Spark Advisory Partners Limited (Nominated Adviser) Matt Davis / James Keeshan	Tel:  [phone]
Tavira Financial Limited (Broker) Oliver Stansfield / Jonathan Evans	Tel:  [phone]

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' proposition is built around its proprietary GFRG walling system, automated manufacturing technology and AI-enabled software. The Company owns the software controlling its production process, together with manufacturing technology and know-how, including its Variable Pressure Casting Machine (VPCM). Its next-generation production lines incorporate AI for predictive maintenance, material-failure detection and production scheduling, helping increase output and reduce downtime and waste. This combination of IP, automation and AI enables the Company to produce lower-cost, lower-carbon walling systems at scale and at greater speed than conventional construction, while retaining ownership of its patents, software, designs and manufacturing know-how.

Condensed unaudited consolidated income statement and statement of comprehensive income

	Note	Six months ended 30 June 2026 Unaudited €'000s		Six months ended 30 June 2025 Unaudited €'000s			For the year ended 2025 Audited €'000s
Revenue		1,171		1,792			2,369
Cost of Sales		(494)		(514)			(930)
Gross Profit		677		1,278			1,439
Administrative and other operating expenses		(1,291)		(1,316)			(4,052)
Operating loss		(614)		(38)			(2,613)
Net finance costs		(325)		(24)			(470)
Loss before taxation		(939)		(62)			(3,083)
Taxation		-		-			26
Loss for the period		(939)		(62)			(3,057)
Other comprehensive income		-		-			-
Total comprehensive loss for the period attributable to owners of the parent company		(939)		(62)			(3,057)
Loss per share
Basic loss per share	4	€0.008		€0.001			€0.03
Diluted loss per share	4	€0.008		€0.001			€0.03

ECO BUILDINGS GROUP PLC

Condensed unaudited consolidated statement of financial position

	Notes	As at 30 June 2026 Unaudited €'000s		As at 31 December 2025 Audited €'000s		As at 30 June 2025 Unaudited €'000s
Assets
Non-current assets
Intangible assets	5	8,489		8,489		9,167
Property, plant and equipment	6	5,525		5,646		6,453
Total non-current assets		14,014		14,135		15,620
Current assets
Trade and other receivables		3,700		2,746		1,915
Inventories		883		758		1,120
Cash and cash equivalents		1,359		389		183
Total current assets		5,942		3,893		3,218
Total assets		19,956		18,028		18,838
Current liabilities
Trade and other payables		3,324		3,349		2,505
Lease commitments		130		165		163
Borrowings	7	2,085		2,671		2,029
Total current liabilities		5,539		6,185		4,697
Non-current liabilities
Deferred tax liability		85		85		85
Lease Commitments		137		163		304
Borrowings	7	4,733		3,859		4,005
Total non-current liabilities		4,955		4,106		4,394
Total liabilities		10,494		10,291		9,091
Net assets		9,462		7,737		9,747
Equity
Share capital	8	1,742		1,516		6,142
Share premium	8	13,960		11,582		10,900
Retained loss		(10,782)		(9,844)		(6,848)
Share based payment reserve		283		224		155
Redemption reserve		4,861		4,861		-
Warrant reserve		269		269		269
Other reserves		(871)		(871)		(871)
Total equity attributable to owners of the parent company		9,462		7,737		9,747

ECO BUILDINGS GROUP PLC

Condensed consolidated statement of cash flows

	Notes	Six months ended 30 June 2026 Unaudited €'000s		Six months ended 30 June 2025 Unaudited €'000s			Year ended 31 December 2025 €'000s
Cash flows from operating activities
Loss before taxation		(939)		(62)			(3,083)
Adjustment for:
Net finance costs		325		24			470
Operating loss for the period		(614)		(38)			(2,613)
Adjustment for:
Amortisation		-		22			26
Depreciation	6	146		320			399
Equity Settled transactions		60		56			126
Provision for impairment of intangibles		-		-			675
Provision for impairment of tangibles		-		-			364
Provision for inventory		-		-			472
Changes in working capital:
Increase in receivables		(954)		(1,138)			(1,970)
(Increase)/decrease in inventories		(125)		(27)			(137)
Increase/(decrease) in trade and other payables		178		34			418
Increase in accruals		(203)		-			460
Tax repayment		-		-			25
Net cash used in operating activities		(1,512)		(771)			(1,755)
Cash flow from investing activities
Expenditure on property, plant and equipment	6	(25)		(403)			(39)
Expenditure on rights of use assets		(56)		(69)			(226)
Net cash outflow from investing activities		(81)		(472)			(265)
Cash flows from financing activities
Proceeds from issue of shares	8	2,604		934			1,850
Repayment of debt	7	(6)		(236)			(243)
Drawdown of debt	7			648			748
Interest paid		(26)		(25)			(53)
Net cash inflow from financing activities		2,572		1,321			2,303

Net increase/(decrease) in cash and cash equivalents		980		78			283
Foreign exchange difference arising on translation		(10)		-
Cash and cash equivalents at beginning of   Period		389		106			106
Cash and cash equivalents at end of period		1,359		183			389

ECO BUILDINGS GROUP PLC

Condensed consolidated statement of changes in equity

	Share capital €'000s	Share premium €'000s	Share based payment reserve €'000s	Other reserve €'000s	Warrant reserve €'000s	Redemption reserve €'000s	Accumulated losses €'000s	Total €'000s
As at 1 January 2025	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
Total comprehensive loss for the period	-	-	-	-	-	-	(2,996)	(2,996)
Transactions with owners								-
Share based transactions			70					70
Cancellation of deferred shares	(4,861)	-	-	-	-	4,861	-	-
Issue of shares	235	682	-	-	-	-	-	916
As at 31 December 2025	1,516	11,582	224	(871)	269	4,861	(9,844)	7,737
Total comprehensive loss for the period							(939)	(939)
Transactions with owners
Share based transactions	-	-	60	-	-	-	-	60
Issue of shares	226	2,377	-	-	-	-	-	2,603
As at 30 June 2026	1,742	13,960	284	(871)	269	4,861	(10,782)	9,462

Notes to the condensed consolidated financial statements for the period ended 30 June 2026

(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 UK-adopted international accounting standards that are applicable to the financial statements for the year ending 31 December 2026.

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 2025 and those expected to be applicable to the financial statements for the year ending 31 December 2026.

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 2025 were approved by the Board on 30 June 2026 and have been filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified, included a reference to a material uncertainty in relation to going concern to which the auditors drew attention by way of emphasis without qualifying their report, 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 2026 have been prepared in accordance with IAS 34, 'Interim financial reporting', as adopted by the United Kingdom. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2025, which have been prepared in accordance with UK-adopted international accounting standards.  The Annual Report and Accounts 2025 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 Group including the development of sales

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

d)    current order book including purchase orders 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 Group.   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 that expired in 2025 will be extended with repayment date after 12 months from 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 Group, 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;

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.

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 30 June 2026 €'000s			Six months ended 30 June 2025 €'000s			Year ended 31 December 2025 €'000
Loss for the period used for the calculation of basic LPS	(939)			(62)			(3,057)
Number of shares
Weighted average number of ordinary shares for the purpose of basic LPS	124,123,961			88,568,691			100,950,071
Effect of potentially dilutive ordinary shares				-			-
Weighted average number of ordinary shares for the purpose of diluted LPS	124,123,961			88,568,691			100,950,071
Loss per share:
Basic	€0.008			€0.001			€0.030
Diluted	€0.008			€0.001			€0.030

(5)             Intangible assets

	Goodwill €'000	Mining rights and licences €'000	Capitalised exploration and evaluation expenditure €'000	Total €'000
Cost
As at 31 December 2024	7,423	2,535	72	10,030
Acquired	-	-	-	-
As at 30 June 2025	7,423	2,535	72	10,030
Acquired	-	-	-	-
As at 31 December 2025	7,423	2,535	72	10,030
Acquired	-	-	-
As at 30 June 2026	7,423	2,535	72	10,030
Depreciation
As at 31 December 2024	-	802	39	841
Charge for the period	-	21	1	22
As at 30 June 2025	-	822	40	862
Impairment charge	-	654		654
Charge for the period	-	-	25	25
As at 31 December 2025	-	1,477	65	1,542
Charge for the period	-	-	-	-
As at 30 June 2026	-	1,477	65	1,542
Net book value
As at 30 June 2026	7,423	1,058	8	8,489
As at 31 December 2025	7,423	1,058	8	8,489
As at 30 June 2025	7,423	1,713	32	9,167

(6)             Property, plant and equipment

	Land €'000s	Factory Plant and machinery €'000s	Rights of use assets €'000	Quarry Plant and machinery €'000s	Office equipment and leasehold improvements €'000s	Total €'000s
Cost
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
Additions	-	(373)	11	-	-	(362)
As at 31 December 2025	160	5,653	651	721	1	7,187
Additions	-	25	-	-	-	25
As at 30 June 2026	160	5,678	651	721	1	7,212
Depreciation
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
Charge for the period	-	(12)	90	-	-	78
Impairment	-	-	-	364	-	364
As at 31 December 2025	-	503	315	721	1	1,540
Charge for the period	-	76	70	-	-	146
As at 30 June 2026	-	579	385	721	1	1,686
Net book value
As at 30 June 2026	160	5,099	266	-	-	5,525
As at 31 December 2025	160	5,150	336	-	-	5,646
As at 30 June 2025	160	5,513	415	364	-	6,453

(7)             Borrowings

	30 June 2026 €'000s		31 December 2025 €'000s		30 June 2025 €'000s
Current liabilities
Convertible loan notes at amortised cost	2,085		2,664		2,014
Other borrowings held at amortised cost	-		6		15
	2,085		2,670		2,029
Non-Current liabilities
Convertible loan notes at amortised cost	3,447		2,526		3,156
Other borrowings held at amortised cost	923		994		848
Derivative over own equity at fair value	363		340		1
	4,733		3,860		4,005

·    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%.  Repayment of the loan notes is subject to Eco Operations Limited, a 100% owned subsidiary of the Company, generating positive net cash for not less than four consecutive quarters As at 30 June 2026 the loan note held at amortised cost had a balance of €922,745(31 December 2025 - €878,633).

·    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.

On the 1 June 2026 the Company further amended the Series 11 CLNs pursuant to which the terms of the Series 11 Instrument were altered to agree that (i) the interest rate payable pursuant to the Series 11 Instrument to increase to 8% per annum, (ii) the Series 11 CLNs would convert at a rate of 22 pence per ordinary share, and (iii) the date at which the loan notes are due for conversion or repayment will be extended to 1 December 2029.

As at 30 June 2026, the Series 11 Loan Note held at amortised cost had a balance of €2,567,088 (31 December 2025 - €2,434,236). The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value. As at 30 June 2026, the derivative had a value of €149,191 (31 December 2025 - nil) based upon the updated conversion terms. 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.

·    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 2026, the Gulf Loan Note held at amortised cost had a balance of €2,084,797(31 December 2025 - €2,041,431). The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value. As at 30 June 2026, the derivative had a value of nil (31 December 2025 - 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.

The loan note was due to be repaid on the 1 January 2025. The Company has been in discussion with the loan note holders to vary the terms. At 30 June 2026 and the date of this report this extension has not been finalized and the company has received no notice to repay any amounts due. The Directors are however confident based on ongoing discussions with the investor that holds the 'Gulf' loan note that the loan will be extended. 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.

·    Series 12 Loan Note

Between December 2024 and May 2025, the company issued £555,819 of convertible loan notes with a conversion price of 4p. Conversion is at the option of the Company. The loan note carries an interest rate of 12.5% , with a 3-year term. As at 30 June 2026, the Series 12 Loan note held at amortised cost had a balance of €764,645(31 December 2025 - €714,552).

·    Series 13 Loan Note

On the 3 September 2025 the company issued £300,000 of convertible loan notes with a conversion price of 4p. The loan note carries no interest, with a 2-year term. On the 19 September 2025 a conversion notice was issued for £200,000 of the loan notes. As at 30 June 2026 £100,000 of the loan note remained outstanding, which was converted to equity in August 2026.

As at 30 June 2026, the Series 13 Loan note held at amortised cost had a balance of €114,920 (31 December 2025 €114,920). The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value. As at 30 June 2026, the derivative had a value of €214,481 (31 December 2025 €339,740). The fair value has been assessed using a Black Scholes methodology.

·    Other borrowings held at amortised cost

In July 2020 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 2026 there remained €53  (31 December 2025 - €6,089) outstanding on this debt.

The Directors consider that the carrying amount of borrowings approximates their fair value at 30 June 2026.

(8)             Share capital

	30 June 2026 Number	31 December 2025 Number	Share capital 30 June 2026 €'000	Share capital 31 December 2025 €'000	Share premium 30 June 2026 €'000	Share premium 31 December 2025 €'000
Issued, called up and fully paid Ordinary shares of £0.01 each
At start of the period	121,404,054	81,461,747	1,420	952	11,582	10,200
Issued in the year	19,583,329	39,942,307	226	468	2,377	1,382
Transfer to warrant reserve	-	-		-	-	-
At end of the period	140,987,383	121,404,054	1,646	1,420	13,959	11,582
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	-	4,861	-	-
Cancelled in year	-	(8,232,857)	-	(4,861)	-	-
At end of the period	-	-	-	-	-	-

(9)             Events after the reporting period

On the 17 August 2026 the Company completed the issue of an aggregate 3,652,366 new ordinary shares. 2,500,000 shares were issued following receipt of a conversion notice of £100,000 on the Loan Notes issued by the Company on the 4 September 2025. The remaining shares were issued in settlement of certain outstanding liabilities.

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

 

END