Final Results

Shareholders should be aware that Company's Shares will remain suspended until publication of its Interim Results for the Six Months ended 30 June 2023.

Highlights for the year ended 2022

• Revenue for the year of €0.9 million (2021 - €0.6 million). Revenue from the sale of processed marble consistent with prior year at €0.6 million (2021 - €0.6 million) driven by processing contracts in Kosovo.
• Operating loss for the year of €1.9 million (2021 -loss of €1.7 million). Loss for the year of €1.9 million (2021 - loss of €1.9million). Adjusted LBITDA of €1.1 million (2021 - LBITDA of €1.2 million) helped by strict measures to control cost.
• In April 2022 the company shares were suspended following the announcement of the planned reverse takeover transaction with Eco Buildings Group Ltd.
• In November 2022 the company was notified that the London Court of International Arbitration had found in its favour in its arbitration against OM enterprises a former client. The Company was awarded €454,584 in costs and €383,177 in damages. The Company is currently pursuing collection of these amounts from OM Enterprises.

Highlights since year end

• Acquisition of Eco Buildings Group Ltd completed on the 2 June 2023 following the general meeting held on the 26 May 2023. The acquisition was classified as a Reverse Takeover under the AIM rules and as such required approval from shareholders at a General Meeting.
• Share reorganisation completed on the 2 June 2023, with the share of Fox Marble Holdings Plc. readmitted to AIM under a new ticker symbol ECOB. Fox Marble Holdings plc name was changed to Eco Buildings Group Plc.
• Placing completed raising £2.7 million before expenses via the issue of shares in Eco Buildings Group Plc at 55p per share.
• 8,232,857 preference shares issued to holders of record in Fox Marble Holdings Plc on the 1 June 2023, which will allow them to participate in the net proceeds arising from a successful conclusion to the current arbitration case being pursued against the republic of Kosovo.
• Commissioning of the Eco Buildings Group factory producing GFRG panelling significantly underway in Durres. The factory is expected to be commissioned during Q4 2023, with commercial production beginning shortly after

It has been a very busy period for Eco Buildings Group Plc, with major changes in the company and its future direction.

In May 2023 Fox Marble Holdings Plc entered into an agreement to acquire Eco Buildings Group Ltd, a company with the technology and process for the construction of glass fibre reinforced gypsum ("GFRG") and walling systems. GFRG is an alternative construction method which can be leveraged to achieve faster and more economic construction of residential commercial and industrial dwellings. By placing GFRG technology at the centre of the construction approach Eco Buildings captures many inherent advantages compared to conventional construction and other 'smart' buildings technologies.

Eco Buildings intends to offer a turnkey solution to large- and small-scale developers with standard frame two and three bedroom residential units constructed with all utilities installed ready for the developers to make finishing decorative touches. Establishing Eco Buildings operations in Albania will allow our connection to a growing market with low costs and a skilled workforce, greater customer accessibility and shorter supply chains.

Fox Marble will be able to supply and process dimensional stone for use within housing projects, while the development of Eco Buildings product worldwide will help expand the reach of Fox Marble's dimensional stone project.

The primary objective of the acquisition and reorganization is to create long-term value for shareholders. The company aims to meet its key milestones, drive revenue growth, and maximize profitability. The acquisition and reorganization can enable the company to diversify its business portfolio, reducing its dependence on the marble market.

The Board recognises that especially in the early stages of development of Eco Buildings it is important to focus on key priorities. Accordingly the Board has agreed five important objectives as follows:-

• Monitoring and rigorous focus on delivering key milestones including completion of the factory and commencing operations.
• Close review of cash flow and cash position.
• Best practice corporate governance and effective internal controls and risk management process.
• Strong HSE culture.
• Monitoring performance and development of Fox Marble including the Arbitration proceedings.

There is much to do in achieving these objectives, and we will continue to update the market on our progress in the coming year.

In March 2023 we said goodbye to Sir Colin Terry who has served as a Non-Executive Director since the company's IPO in 2012. He has provided significant advice and a steady hand as Chair of the audit committee and we are very grateful for all his help over the years.

In June 2023, in conjunction with the completion of the RTO, we welcomed to the Board Dr Ahmet Shala and Dr Etrur Albani as Non-Executive Directors. Sanjay Bowry joined the company as CEO, replacing Chris Gilbert, who will stay on as an advisor to the Board for the foreseeable future to ensure a smooth transition. In addition Dominic Redfern, the founder of Gulf Walling has joined the Board as Executive Vice Chairman. Lastly Roy Harrison stepped down as Non-Executive Director. Roy has also been with us since the initial IPO of the company and has provided invaluable support and advice to the company for over ten years.

We extend our heartfelt gratitude to all our dedicated and hardworking employees who have wholeheartedly embraced our vision as we evolve into this new chapter.

We would also like to express our sincere gratitude to our valued shareholders for their unwavering patience and support during the prolonged duration of the recent transaction. We understand that the extended timeline may have tested your patience, and we truly appreciate your understanding and steadfastness throughout the process.

Your continued trust and commitment to our organization are truly appreciated. We remain dedicated to maintaining transparency and open communication as we move forward. We are confident that the results of this transaction will prove worthwhile and bring long-term benefits to our shareholders.

Andrew Allner

Non-Executive Chairman

Strategic Report

Eco Buildings Group Acquisition and Reverse Takeover

On the 2 June 2023 the Company completed the acquisition of the entire share capital of Eco Buildings Group Limited, a company that will operate in the prefabricated modular housing sector.

Eco Buildings Group Ltd had acquired proven and innovative prefabricated modular technology which has been in development and commercial use since 2006. Based on this technology, Eco Buildings' management team has utilised its network, in the Balkans and initially secured two contracts in Albania that are expected to generate sales revenue of up to €114 million in total for the first three years following the commissioning of the factory. Eco Buildings' technology system is not subject to patent protection and embodies know how and process innovations that have been developed using its system.

The Directors believe Eco Buildings' range of modular housing products provide a solution for the construction of both affordable and high-end housing, with Eco Buildings' products being up to 50% cheaper, two-thirds lighter and five times faster to build than conventionally built homes. Eco Buildings' vision is to alleviate the global housing deficit in a sustainable and profitable way.

The Directors believe that the Company's existing building products and operations should deliver revenue synergies when combined with Eco Buildings. These include the supply of processed dimensional marble from its existing quarries for use within Eco Buildings' modular housing projects.

The Acquisition constituted a reverse takeover by the Company under the AIM Rules and was, therefore, subject to the approval of shareholders at a General Meeting held on the 23 May 2023

Share Reorganisation

At close of business on 11 April 2022, the date prior to which trading in its Existing Ordinary Shares on AIM was suspended, the Company had 417,333,753 Existing Ordinary Shares which had a mid-market closing price of 1.085 pence per share.

On the 2 June 2023 each Ordinary Share in the issued share capital of the Company 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 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.

Eco Business Operations

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. In order for the facility to become operational, the plant and equipment remains to be assembled.

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 reduce 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. Over $6 million was invested in the technology since 2006 to date to establish a high quality, low cost and environmentally friendly product.

Eco Buildings has developed a sales approach which the Directors believe will better exploit the proven potential of GFRG based construction. Through this approach and its network in the Balkans region, Eco Buildings has been successful in securing two sales contracts with major construction companies, one in Albania, the other in Kosovo, which are expected to generate gross sales revenue of up to €114 million in total over the first three years of operation.

Coupled with the Group's initial focus on the Balkans region, the Group has entered into a manufacturing and licence agreement with North Eco, a third-party company proposing to build modular housing in the United Kingdom utilising the intellectual property of Eco Buildings. Under the terms of the agreement with North Eco, Eco Buildings will receive 30% of the gross receipts of each unit sold by North Eco.

As part of its medium-term strategy, the Group will target geographies with appropriate new housing demand as well as historic housing deficits. It intends to develop locally deployed mobile manufacturing plants globally for "just in time, on site" production for large-scale housing developments, thereby reducing transportation costs and emissions.

Eco Buildings' Product Offering

Eco Buildings' large format construction panels will be 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:

• 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:

• 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 for structural integrity and insulation performance with fire resistant properties, achieving a 4 hour fire rating in load bearing structures (concrete filled);

Walling System Manufacturing Process

Eco Buildings' panels are manufactured using a panel casting system that was innovated by Eco Buildings' co-founder, Dominic Redfern. 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 512m2 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:

• Water: 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.
• Strengthening: 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.
• Waterproofing: A waterproofing agent such as a silicon mineral oil is added into the liquid plaster which impregnates the product mass making it water resistant.
• Chemistry regulation: 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 that has a capacity to store 400 panels, 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-meter saw frame which can accommodate three panels at a time and can operate continuously.

Factory

Eco Buildings' first production line was developed by its co-founder in the United Arab Emirates and consists of a vertical panel casting machine and supporting equipment. It was moved to a newly built facility in Albania for the sake of proximity to its contracted customers and is anticipated to be operational in Q3 2023. A production line is capable of producing 11,264m2 of panelling per month or the equivalent of 31 housing units (372 units annually). The 8,000m2 factory site is located close to Albania's capital, Tirana, adjacent to the port of Duress, Albania's principal sea port. .

Eco Buildings Group Limited (ECOB) is pleased to confirm that the recommissioning of the plant and machinery from Dubai at the new factory in Durres is progressing according to plan.

The main components of the production line have now been assembled and fixed in place in the factory.

This includes the following which are all assembled and fixed in place:

• the main press mould, its framework, its surrounding equipment platforms and gantries;
• the CNC saw table, the caddy on which the saw travels down the saw table and the multi-directional CNC saw unit itself;
• the gypsum powder bulk silo, the weighing hopper it loads into and the mixer hopper for the slurry which our wall product is moulded from; and
• the dust extraction towers and blower motors.

As contemplated in the initial relocation plan, 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 to almost "as new" condition before being reassembled and fixed in place. This will result in a significantly 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.

Sales and Marketing

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 meters to 150 square meters.

The payment terms for Eco Buildings are structured as follows:

• a fixed price per square metre produced, of which: a. 65 percent will be paid to Eco Buildings in advance of the product shipment; and b. the remaining 35 percent will be paid to Eco Buildings on installation of the units.
• Eco Buildings will also receive a profit share from the unit sales of Andrra Invest LLC and Egeu Stone LLC to their end customers.

The Company has received details of the first project to be undertaken under the Andrra Invest contract. The construction of a model home on site is being completed using existing stock of walls shipped from the UAE site to the specifications laid out by Andrra, whilst the commissioning process at the factory is ongoing.

Fox Marble Operations

Sales and marketing

Sales for the year were €0.9 million (2021 - €0.6 million). Revenue fromr the sale of processed marble remained broadly flat for the year. During the year the company recognised €266,840 of revenue following the resolution of the arbitration against OM Enterprises which represented the balance of deferred revenue that had been prepaid by OM Enterprises.

Factory

The Company has successfully constructed a 5,400 square metre double-skinned steel factory on a 10-hectare site in Lipjan, Kosovo, which was acquired in 2013. Situated near Pristina airport, this facility specializes in the cutting and processing of blocks into polished slabs and tiles.

In June 2020, the Company announced its acquisition of two additional automatic CNC cutting machines, which have been installed in the Kosovo factory. These machines, manufactured by Simec Srl and Garcia Ramos SA, joined the existing Gravellona Machine Marmo CNC machine, effectively doubling the capacity for cutting tiles.

During 2022, the factory successfully processed 25,705 square metres of slabs (compared to 30,529 square metres in 2021) and over 20,400 square metres of tile and cut-to-size materials (compared to 20,184 square metres in 2021).

Throughout 2022, the Company maintained its focus on the local market, catering to the demand for processed materials and a diverse range of products. These offerings include cut and polished tiles, stair pieces, door and window lintels, as well as slabs.

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

Quarry Operations

Prilep

As a consequence of the COVID-19 crisis, quarrying operations came to a halt in April 2020. However, in August 2020, the quarry was reopened, albeit at a limited capacity. Currently, the Company relies on existing stock to fulfill the requirements of its processing operations at the factory. Simultaneously, the block market is closely monitored, and quarrying operations will resume once there is a sufficient demand for block marble that cannot be met from the existing stock levels.

Under the terms of the agreement, a royalty of 35% of gross revenue is payable to the original license holder of the quarry, acknowledging their rights to the quarry's resources.

Cervenillë

This site was the first of our quarries to be opened in November 2012. It is being exploited across three separate locations (Cervenillë A, B & C) from which red (Rosso Cait), red tinged grey (Flora) and light and darker grey (Grigio Argento) marble is being produced in significant quantities. 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.

At present the Company is using existing stock to supply its processing operations in the factory, whilst monitoring the block market and will restart quarrying operations when there is sufficient demand for block marble that cannot be satisfied from existing levels of stock.

Syriganë

Maleshevë

The quarry contained a mixture of Illirico Bianco, Illirico Superiore and the silver-grey marble Illirico Selene. The initial market response to both the Illirico Selene and Illirico Bianco was significant and to address this anticipated demand the Company has invested significant resources and effort since 2016 to accelerate the development of these quarries to produce multiple open high-volume benches capable of producing blocks in the quantities to meet demand. The Company quarried 2,850 tonnes during 2019 (2018 - 7,278 tonnes).

On 4 April 2019, the Company announced it had conditionally acquired the entire share capital of Green Power, for a consideration of £1,000,000 to be satisfied by the issue of 13,000,000 new ordinary shares in the Company at a price that equates to 7.69 pence per share. However, prior to approval of the issue of shares at the Company's AGM in June 2019, Green Power announced their intention to breach the agreed acquisition contract and blocked the Company's access to the quarry site.

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

Financing

On the 2 June 2023 the Company raised approximately £2.7 million (before expenses) by issuing 4,946,313 shares at 55p per share.

COVID-19 Response

The spread of Coronavirus (COVID-19) continues to have a significant impact across industries worldwide, including the marble extraction and processing market, given the changeable international travel and working restrictions in place in many countries. The Board's highest priority is the continued wellbeing of its employees, customers and stakeholders both in the UK and Kosovo. Given the continued uncertainty on the potential impact and duration of the COVID-19 pandemic, the Board has taken pre-emptive steps not only to ensure the well-being of those affected, but also to best position the Company for future operations.

Demand for block marble fell significantly in January 2020 as a result of travel restrictions placed on China, the principal buyers of the Company's block marble. The spread of the virus into Europe and the resulting impact on cross border travel and trade magnified this effect through 2020 and 2021. As travel restrictions have lifted the market for block marble continues to show weakness as a result of increased transport and fuel costs, and continued uncertainty in China. The Company elected to suspend production at the quarries during 2020 in order to keep operational cash flow neutral until the international block marble market returned to normality. Production at the quarries continues to be tightly managed, with quarries in use solely to meet known demand for blocks.

Results

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

The Group recorded revenues of €888,137 in the year ended 31 December 2022 (2021 - €646,064). Revenue for the sale of processed marble remained broadly flat for the year. During the year the company recognised €266,840 of revenue following the resolution of the arbitration against OM Enterprises which represented the balance of deferred revenue that had been prepaid by OM Enterprises.. The Group incurred an operating loss of €1,934,805 for the year ended 31 December 2022 (2021 - €1,650,693). The higher operating loss is due to the increase in the level of stock provision recognised in 2022 compared to 2021. The Company has recognised an additional provision of €470,714 (2021 - €118,137) on the stock held by the Group based on the anticipated net realisable value. The average recorded selling price per sqm for processed material remained consistent with the prior year.

The Group incurred a loss after tax for the year ended 31 December 2022 of €1,935,248 (2021 - €1,895,738).

Finally, I would like to thank all our staff and our Board colleagues for their unstinting efforts on behalf of Eco Buildings.

On behalf of the board

Sanjay Bowry

Chief Executive Officer

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2022

Notes to the Consolidated Financial Statements

General information

Eco Buildings Group plc (formerly Fox Marble Holdings 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.

Basis of Preparation

The financial information set out herein does not constitute the Group's statutory financial statements for the year ended 31 December 2022, but is derived from the Group's audited full financial statements. The auditors have reported on the 2022 financial statements and their report was unqualified and did not contain statements under s498(2) or (3) Companies Act 2006. The 2020 Annual Report was approved by the Board of Directors on 4 June 2021, and was mailed to shareholders on 5 June 2021. 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.

Critical accounting estimates and areas of judgement

Impairment assessment

Going concern

• the current working capital position and operational requirements;
• the timing of expected sales receipts and completion of existing orders;
• the sensitivities of forecast sales figures over the next two years;
• the timing and magnitude of planned capital expenditure; and

Quarry reserves

Geological estimates of the Group's quarry reserves are inherently imprecise and represent only approximate amounts because of the significant judgments involved in developing such information. There are authoritative guidelines regarding the geological criteria that must be met before estimated quarry reserves can be designated as ''proved'' and ''probable''. Proved and probable quarry reserve estimates are updated at regular intervals considering recent production and technical information about each quarry. In addition, as prices and cost levels change from year to year, the value of proved and probable quarry reserves also changes. This change is considered a change in estimate for accounting purposes and is reflected on a prospective basis in depreciation and amortisation rates calculated on units of production ('UOP') basis.

Changes in the estimate of quarry reserves are also considered in impairment assessments of non-current assets.

Treatment of convertible loan notes

The convertible loan notes have been accounted for as a liability held at amortised cost. At the date of issue, the fair value of the liability component was estimated using the prevailing market interest rate for similar non-convertible debt.

The Company has fair valued the identified embedded derivatives included within the contract using a Black Scholes methodology, which has resulted in the recording of a liability of €1,045 at 31 December 2022 (2021 - €17,920). The main assumptions used in the valuation of the derivative conversion option as at 31 December 2022 were: underlying share price of £0.01085 (31 December 2021: £0.0138), EUR/GBP spot rate of 1.12932 (31 December 2021: 1.1911),and historic volatility of 29% (31 December 2021 33%).

Inventories

Segmental information

The chief operating decision maker is the Board of Directors. The Board of Directors reviews management accounts prepared for the Group as a whole when assessing performance.

All the operations of Eco Buildings Group plc for the year ended 31 December 2022 are in the Republic of Kosovo and the Republic of North Macedonia. All sales of the Group for this period are as a result of the extraction and processing of marble. It is the opinion of the directors that the operations of the Company represent one segment and are treated as such when evaluating its performance.

Of the non-current assets held by the Group of €6,906,256 (2021 - €7,177,932), €3,748,907 (2021 - €3,934,751) relates to Property, Plant and Machinery acquired for the exploitation of assets in Kosovo and €356,758 (2021 - €350,079) relates to Property, Plant and Machinery acquired for the exploitation of assets in North Macedonia. Intangible assets held by the Group relate to intangible assets acquired in relation to mining rights and licences in North Macedonia of €2,550,423 (2021 - €2,591,865) and exploration and evaluation expenditure incurred in Kosovo of €70,490 (2021 - €72,402).

The Group incurs certain costs in the United Kingdom in relation to head office expenses. In the year under review included in the operating costs for the year of €2,239,205 (2021 - €1,650,693) were costs incurred in the United Kingdom of €861,765 (2021 - €1, 022,251). Of the net interest cost of the Group of €118,800 (2021 - €245,045), €118,800 is incurred in the United Kingdom (2021 - €245,045).

All revenue, which represents turnover, arises solely within Kosovo and North Macedonia and relates to external parties.

Revenues from contracts with customers

The Group generates revenue through the sale of quarried marble as well as the processing of marble into slabs, tiles and bespoke cut to size items.

Revenue is recognised in a manner that depicts the pattern of the transfer of goods and services to customers. The amount recognised reflects the amount to which the Group expects to be entitled in exchange for those goods and services. Sales contracts are evaluated to determine the performance obligations, the transaction price and the point at which there is transfer of control. The transactional price is the amount of consideration due in exchange for transferring the promised goods or services to the customer, and is allocated against the performance obligations and recognised in accordance with whether control is recognised over a defined period or at a specific point in time.

Block marble may be sold under a sales agreement with a customer or on a non-contractual basis. Sales agreements for block marble generally contain agreed pricing and minimum volume, through which customers can gain exclusivity within a given region. Block marble may be sold on an ex-quarry basis or free on board ('FOB') basis. Revenue is recognised on the sale of block marble when control of the block marble is transferred to the buyer as the transfer of legal title, customer acceptance and an unconditional requirement to pay. The group derives revenue from the sale of blocks at a point in time.

Processed marble may be sold on an as seen basis or may be cut to order. The Company may enter into contracts to supply a given volume of processed marble as specified by the client. Processed marble may be sold on ex-factory basis or may include transport to customers. Revenue in relation to larger projects may involve separately identifiable performance obligations. Such performance obligations may include the separate delivery of instalments of product in accordance with the contractual schedule. Where marble is cut to order the Group does not consider the provision of marble and the processing of marble as separate obligations, unless the client selects and takes title to specific block marble.

The group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. Consequently, the Group does not adjust any of the transaction prices for the time value of money.

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.

Intangible assets

Capitalised exploration and evaluation expenditure represent rights to the mining 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.

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 Company acquired Gulf Marble Investments Limited (UAE). 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 has recognised an intangible asset with a provisional fair value of €1,469,464 which will be amortised over the remaining period of the licence. Further detail on this acquisition can be found in note 15. The acquisition 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, including judgments as to when block sales and pricing might recover from the impact of the Covid 19 pandemic.

Property, plant and equipment

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 13. Due to the dispute with Green Power Sh.P.K the Company were unable to physically inspect the assets as at 31 December 2020 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.

Borrowings

Series 11 Loan Note

On 27 May 2020 the Company 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.

As at 31 December 2022, the Series 11 Loan Note held at amortised cost had a balance of €2,564,916 (2021 - €2,687,458). The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value. As at 31 December 2022, the derivative had a value of €1,045 (2021 - €17,459). 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 2022.

Subsequent to year end the term of the loan note was varied to change the conversion price to 80p per share based on the post consolidation share capital of the Company.

Gulf Loan Note

As consideration for the acquisition of Gulf Marble Investments Limited Eco Buildings has 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.

As at 31 December 2022, the Gulf Loan Note held at amortised cost had a balance of €1,939,463 (31 December 2021 - €1,855,611). The Stockholders' option to convert the loan has been treated as an embedded derivative and measured at fair value. As at 31 December 2022, the derivative had a value of €191 (31 December 2021 - €191). 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.

Subsequent to year end the term of the loan note was varied to extend the repayment date to 1 January 2026 in return for an increase in the principal of €100,000.

Other Borrowings

In September 2019, the Company 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 the year £20,000 of these borrowings were repaid and the term of the remaining loan notes extended to 2 June 2023.

As at 31 December 2022, the carrying value of these loans was €112,932 (2020 - €141,780).

Share capital

Issued, called up and fully paid Ordinary shares of £0.01 each

On 4 January 2021 the Company issued 65,500,000 new Ordinary shares at a price of 1.60 pence per share through their broker to raise £1,0 million before expenses. On the 12 February 2021 the Company issued 5,000,000 new Ordinary shares at a price of 1.60 pence per share in settlement of consultancy feed of £80,0000. On the 22 December 2021 the Company issued 38,461,579 shares at a price of 1.30 pence per share through their broker to raise £0.5 million before expenses. Expenses of nil were offset to share premium in the year ended 31 December 2022 (2021 - €85,887).

After the year end date the company undertook a share reorganisation and issue as part of the acquisition of Eco Buildings Group Limited. This is considered further in note 15.

Contingent Liabilities

The Company has launched Civil Proceedings against the owners of Green Power Sh.P.K in Kosovo for breach of contract for the sale of Green Power and the pre-existing operating contract for the M3 quarry.

Should the Company be unsuccessful in asserting its rights over the M3 quarry it will incur a direct loss of €119,424, due to investments made in the power installation at the M3 quarry with a carrying value in the accounts of €64,424, and deposit paid for quarry reconditioning of €55,000.

On 4 September 2019 Eco Buildings 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 Eco Buildings' 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 Eco Buildings being prevented from operating the Maleshevë quarry. Since the dispute arose Eco Buildings 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), Eco Buildings has been prevented from asserting its rights in these matters.

Despite the cumulative weight of evidence, Eco Buildings 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 Eco Buildings.

On the 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.

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 Company with an award of 383,177 in damages plus £454,584 in costs. No other issues remain to be determined in the arbitration.The company 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.

Events after the reporting period

Acquisition of Eco Buildings Group Ltd

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..

On the 2 June 2023 the Company completed the acquisition of 100% of the issued share capital of Eco Buildings Group Ltd.

The Acquisition constitutes a reverse takeover by the Company under the AIM Rules and was, therefore, subject to the approval of Shareholders at the General Meeting.

Eco Buildings Group Limited had issued £645,000 of convertible notes. Pursuant to the Novation Deeds, these Eco Buildings Group Limited CLNs were novated to the Company on 2 June 2023 and repaid by the issuance of the CLN Shares at a 50% discount to the Placing Price.

Following completion of the Acquisition, Eco Buildings will also be a direct, wholly owned subsidiary of the Company. Eco Buildings also has a direct, wholly owned subsidiary, Eco Buildings Group Albania Sh.P.K. Details of Eco Buildings and its subsidiary can be found in the below table:

Share reorganisation

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

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

﷐ 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

Issue of Options

On the 2 June 2023 , the Company granted 2,272,725 Options to certain current and proposed Directors of the Company as detailed below:

At 2 June 2023, the Company will have granted 1,748,017 Warrants to certain advisers of the Company, as detailed below:

Change of Directors

On the 2 June 2023 Sanjay Bowry, Dominic Redfern, Dr Etrur Albani and Dr Ahmet Shala were appointed as directors of the Company. Sanjay Bowry joins as new Chief Executive Officer and Dominic Redfern as Executive Vice Chairman. Dr Etrur Albani and Dr Ahmet Shala join as Non-executive directors. On the same date Christopher Gilbert and Roy Harrison resigned as directors of the Company.

Change of Name

On the 2 June 2023 the Company changed its name from Fox Marble Holdings Plc to Eco Buildings Group Plc.

Information

Copies of the Annual Report and Financial Statements will be posted to shareholders. 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-buildingsplc.com

Caution regarding forward looking statements