REGISTERED NUMBER: 08559513 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

EGN Projects Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

N Papapetrou

SECRETARY:

Elemental Company Secretary Limited

REGISTERED OFFICE:

4th Floor

361-373 City Road

Islington

London

EC1V 1LR

REGISTERED NUMBER:

08559513 (England and Wales)

AUDITORS:

Harts Limited

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

CURRENT ASSETS

Debtors

5

90,708,090

95,126,383

Cash at bank

47,000

14,262

90,755,090

95,140,645

CREDITORS

Amounts falling due within one year

6

142,266

206,736

NET CURRENT ASSETS

90,612,824

94,933,909

TOTAL ASSETS LESS CURRENT LIABILITIES

90,612,824

94,933,909

CAPITAL AND RESERVES

Called up share capital

571,000

571,000

Retained earnings

90,041,824

94,362,909

90,612,824

94,933,909

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

N Papapetrou - Director

1.	STATUTORY INFORMATION

EGN Projects Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentational and functional currency of these financial statements is GBP. Values are roundest to the nearest pound.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

During financial year 2020 the company disposed of its shareholding in Metka-EGN CY Ltd. An

element of the disposal proceeds is contingent on the company meeting certain performance criteria. The directors arranged for a valuation of the deferred consideration with reference to the company's project pipeline, business plan and weighted average cost of capital for the years ending 31 December 2023, 2024 and 2025.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings: 5 years on a straight-line basis

Computer equipment: 3 years on a straight-line basis

Motor Vehicles: 5 years on a straight-line basis

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

14,619

DEPRECIATION

At 1 January 2024

and 31 December 2024

14,619

NET BOOK VALUE

At 31 December 2024

-

5.

DEBTORS

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Trade debtors

3,092

3,092

Amounts owed by group undertakings

887,689

935,759

Other debtors

1,085

4,864

891,866

943,715

31.12.24

31.12.23

£

£

Amounts falling due after more than one year:

Earn out receivable

89,816,224

94,182,668

Aggregate amounts

90,708,090

95,126,383

Disposal Proceeds Receivable

There are disposal proceeds due to EGN Projects Limited as part of the disposal of its 49.9% holding of the shares in Metka-EGN CY Ltd during 2020. This is an Earn Out consideration due from Mytilineos S.A, the purchaser of the shares, based on the performance of Metka-EGN as such this is contingent. An external valuer was used to measure the value of the consideration receivable as at the balance sheet date. The valuation is based upon forecasted pipeline results for 2023, 2024 and 2025 that has been prepared by the directors.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

86,769

181,616

Taxation and social security

3,297

400

Other creditors

52,200

24,720

142,266

206,736

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for disclaimer of opinion

There is an earn out amount reflected within debtors totalling £89,816,224 (equivalent to EUR 108,618,000); this being the only significant balance in the financial statements. This has arisen from a sale of a subsidiary and the proceeds include an earn out. A substantial part of this is based on future performance. The forecasts prepared by the directors have been used for the basis of a formal external valuation. The earn out statements to date have been provided but have not been signed by the purchaser. As such, we are unable to ascertain whether the figures correctly reflect the performance of the acquired company.

In addition, the earn out instalments remain in arrears at the date of this report. Subsequent to the year end, the company received EUR 25 million in respect of the earn out balance. While this provides some evidence of recoverability, significant uncertainty remains over the outstanding balance and the reliance on future performance. Accordingly, our audit opinion remains unchanged.

We were unable to satisfy ourselves by alternative means concerning the recoverability of the debtor and the reliability of the projections used for the basis of the valuation of the asset held at 31 December 2023 and 31 December 2024, which are included in the balance sheet, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to these amounts was necessary.

Melissa Bowers FCCA (Senior Statutory Auditor)

for and on behalf of Harts Limited