Company registration number 06686237 (England and Wales)
ECO-BOS DEVELOPMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ECO-BOS DEVELOPMENT LIMITED
COMPANY INFORMATION
Directors
Mr S O N Sawiris
Mr A H Yule-Smith
Mr M D S Hewson
Mr K J Forsyth
(Appointed 7 June 2024)
Mr B Roussel
(Appointed 7 June 2024)
Secretary
Mr H S Trahair-Davies
Company number
06686237
Registered office
Prydis Accounts Limited
The Parade
Liskeard
Cornwall
PL14 6AF
Auditor
Prydis Accounts Limited
The Parade
Liskeard
Cornwall
PL14 6AF
Business address
Eco-Bos
Par Docks
Harbour Road
Par
Cornwall
PL24 2BN
ECO-BOS DEVELOPMENT LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 27
ECO-BOS DEVELOPMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Business Review

Eco-Bos Developments Limited has experienced a challenging year, with turnover decreasing by 50.7% from £18,472,929 in 202 3 to £9,098,637 in 202 4. Th e decline is driven by the sale of 3 3 residential units in 202 4, compared to 6 3 units sold in 202 3.

The company continues to face pressures from rising costs. The cost of sales decreased from £17,709,680 in 202 3 to £8,763,423 in 202 4, reflecting operational expenses related to the completion of key projects. As a result, gross profit for the year stands at £335,214, which is a proportional reduction in comparison to the fall in sales. This suggests that operation efficiency has been maintained to a certain extent even with the 50.7% reduction in sales,

On the administrative side, expenses have increased to £2,686,368 compared to £1,265,808 in 202 3 which is due to the change in accounting estimate where loan interest is not capitalised but instead charged to the Profit and loss account. Therefore, the company has incurred an operating loss of £2,345,874, from the £473,537 loss recorded last year.

Financial Performance

The company reported a net loss for the year of £5,695,509, a increase compared to the previous year’s loss of £693,883. Although this result remains a loss, it demonstrates the company's ongoing efforts to reduce its deficit and move towards profitability in the coming periods.

Key Performance Indicators (KPIs)

- Turnover Decline: The turnover fell by 50.7%, with 3 3 house sales in 202 4 compared to 6 3 in 202 3.

- House Sales Volume: The company completed 3 3 residential unit sales in 202 4, almost half of the 6 3 sales in 202 3.

- Gross Profit Margin: The gross profit margin reduced slightly from 4.1% to 3.7%, demonstrating the company’s efforts in managing its cost structure during a period of difficulty.

- Net Loss Increase: The company increased its net loss by 720.8%, from £693,883 in 202 3 to £5,695,509 in 202 4.

Principal Risks and Uncertainties

Eco-Bos operates in a sector that is sensitive to changes in economic conditions, interest rates, and the availability of credit. The company continues to manage risks related to:

- Market Demand: Fluctuations in demand for residential and commercial properties due to changes in economic conditions.

- Interest Rates: Rising interest rates could increase borrowing costs, impacting profitability.

- Cost Inflation: Rising material and construction costs present a challenge, potentially squeezing margins.

Despite these challenges, the company is well-positioned with a strong pipeline of development projects and strategies to mitigate risks through careful cost management and strategic planning.

Future Developments

Looking forward, the company plans to leverage its established presence in the South West property market to expand its development portfolio. Key focus areas will include exploring new investment opportunities, improving operational efficiencies, and driving increased sales volumes in the upcoming year.

Conclusion

While Eco-Bos Developments Limited continues to face operational challenges, the company remains committed to its long-term strategy of growth and value creation for its shareholders. We are focused on stabilising our cost base and positioning the company for sustainable profitability in the future.

ECO-BOS DEVELOPMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

On behalf of the board

Mr A H Yule-Smith
Director
26 January 2026
ECO-BOS DEVELOPMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The Company is engaged in the development of a long-term project which will deliver a sustainable regeneration for the mid Cornwall China clay area.

The Company is a 75:25 joint venture between HBMS Hotels Buildings Materials and Supplies Limited ("HBMS"), registered in Cyprus, and Imerys Minerals Limited ("Imerys"), registered in England.

The principal activity of the business is the development of, zero carbon housing, employment and community facilities on the disused China clay pits and related industrial areas around St Austell, Cornwall.

It is intended that the development will have a significant economic, environmental, and social impact bringing long-term benefits for the local population and visitors to the region.

The directors take a long-term view of the company's scheme, and it continues to play a key role in the wider Eco communities Strategic Partnership. The Company strives to deliver high quality innovative construction methods that will bring sustainable solutions to housing affordability; whilst embracing green technology.

Key performance indicators

The Company's key financial indicators during the period were the carrying value of its developments, measured at cost, including appropriate overhead absorption. At the year end the balance of costs carried within Work In Progress was £49,702,143 (20 23: £44,869,920).

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S O N Sawiris
Mr A H Yule-Smith
Mr M D S Hewson
Mr K J Forsyth
(Appointed 7 June 2024)
Mr B Roussel
(Appointed 7 June 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

In accordance with the company's articles, a resolution proposing that Prydis Accounts Limited be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

As a ‘low energy user’, our annual UK energy consumptions remains below 40,000 KWH, exempting us from reporting requirements. Nonetheless, we continue our commitment to sustainability, promoting energy efficiency and reducing our carbon footprint.

ECO-BOS DEVELOPMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going Concern

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern assumption for the preparation of the financial statements and as stated within the Directors' Report the financial statements have been prepared on the going concern basis.

The directors consider the company has sufficient cash reserves to meet its funding requirements for at least the next 12 months supported by the continued financial support from HBMS.

The directors recognise the positive planning outcome on the West Carclaze site is a significant step forward and removes uncertainty, improves land value and allows the project to progress in accordance with the wider development plan.

Given the demand for increased housing emerging within the Local Plan and the opportunity to deliver regeneration to the mid Cornwall area, the directors remain confident that the company will progress with the project and therefore continue to adopt the going concern basis in preparing the annual report and financial statements.

On behalf of the board
Mr A H Yule-Smith
Director
26 January 2026
ECO-BOS DEVELOPMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ECO-BOS DEVELOPMENT LIMITED
- 5 -
Opinion

We have audited the financial statements of Eco-Bos Development Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

ECO-BOS DEVELOPMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ECO-BOS DEVELOPMENT LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- Enquiry of management, those charged with governance around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ECO-BOS DEVELOPMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ECO-BOS DEVELOPMENT LIMITED
- 7 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

3 February 2026
Gary Randall
For and on behalf of Prydis Accounts Limited
Chartered Accountants
Statutory Auditor
The Parade
Liskeard
Cornwall
PL14 6AF
ECO-BOS DEVELOPMENT LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
9,098,637
18,472,929
Cost of sales
(8,763,423)
(17,709,680)
Gross profit
335,214
763,249
Administrative expenses
(2,686,368)
(1,265,809)
Other operating income
5,280
29,022
Operating loss
4
(2,345,874)
(473,538)
Interest receivable and similar income
6
123
131
Interest payable and similar expenses
7
(5,003,293)
(405,119)
Loss before taxation
(7,349,044)
(878,526)
Tax on loss
8
738,793
184,643
Loss for the financial year
(6,610,251)
(693,883)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ECO-BOS DEVELOPMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Loss for the year
(6,610,251)
(693,883)
Other comprehensive income
-
-
Total comprehensive income for the year
(6,610,251)
(693,883)
ECO-BOS DEVELOPMENT LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
80,171
66,481
Investments
10
2,000
2,000
82,171
68,481
Current assets
Stocks
11
49,777,957
44,869,920
Debtors
12
3,194,653
5,818,240
Cash at bank and in hand
2,460,212
1,234,382
55,432,822
51,922,542
Creditors: amounts falling due within one year
13
(4,130,325)
(5,192,250)
Net current assets
51,302,497
46,730,292
Total assets less current liabilities
51,384,668
46,798,773
Creditors: amounts falling due after more than one year
14
(53,752,117)
(42,555,971)
Net (liabilities)/assets
(2,367,449)
4,242,802
Capital and reserves
Called up share capital
18
10,000,000
10,000,000
Profit and loss reserves
(12,367,449)
(5,757,198)
Total equity
(2,367,449)
4,242,802
The financial statements were approved by the board of directors and authorised for issue on 26 February 2026 and are signed on its behalf by:
Mr A H Yule-Smith
Director
Company Registration No. 06686237
ECO-BOS DEVELOPMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
10,000,000
(5,063,315)
4,936,685
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(693,883)
(693,883)
Balance at 31 December 2023
10,000,000
(5,757,198)
4,242,802
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(6,610,251)
(6,610,251)
Balance at 31 December 2024
10,000,000
(12,367,449)
(2,367,449)
ECO-BOS DEVELOPMENT LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(4,927,751)
(587,552)
Interest paid
(5,003,293)
(4,173,586)
Net cash outflow from operating activities
(9,931,044)
(4,761,138)
Investing activities
Purchase of tangible fixed assets
(39,396)
(7,416)
Receipts arising from loans made
-
0
(368)
Interest received
124
131
Net cash used in investing activities
(39,272)
(7,653)
Financing activities
Repayment of borrowings
11,196,146
5,394,773
Net cash generated from financing activities
11,196,146
5,394,773
Net increase in cash and cash equivalents
1,225,830
625,982
Cash and cash equivalents at beginning of year
1,234,382
608,400
Cash and cash equivalents at end of year
2,460,212
1,234,382
ECO-BOS DEVELOPMENT LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements

The following are the critical judgements that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Taxation

The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.

Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. The deferred tax asset as at the balance sheet date was £3,324,607 (20 23 - £1,671,072) and further details are held within note 7.

Impairment of assets

Assets are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss. The directors have assessed assets for indicators of impairment and there were none. Therefore financial assets are being carried at their initial recognition amount of £6,569,607 and non-financial assets are being carried at their amortised cost of £49,777.957. Management consider that there are no key sources of uncertainty in the Company.

Key sources of estimation

Management consider that there are no key sources of estimation uncertainty in the Company.

2
Accounting policies
Company information

Eco-Bos Development Limited is a private company limited by shares incorporated in England and Wales. The registered office is Prydis Accounts Ltd, The Parade, Liskeard, Cornwall, PL14 6AF.

2.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 14 -
2.2
Going concern

The financial statements indicate that the company has incurred significant losses during the year, resulting in a deficit of reserves as at the year-end.

These losses were primarily driven by a reduction in completed sales, which arose due to the conclusion of one phase of development and the transition to a new phase. This transition necessitated the establishment of infrastructure, and delays in the supply of power to the new phase have impacted the timely release of properties. While this delay has continued into the current financial year, it is expected to be resolved imminently, enabling the immediate recognition of revenues.

Historically, the company has capitalised its finance costs within the carrying value of ‘Work in Progress.’ However, this approach was not applied in 2024, and the profit and loss account for the year reflects a charge for interest costs on the company’s debt.

The property development forms part of the long-term redevelopment of a substantial site in Mid Cornwall, encompassing the construction of 1,500 homes over the next 20 years. The long-term financial model is regularly monitored and remains robust. In December 2024, the company successfully renewed its primary external debt facility, and the ultimate parent company is actively considering the potential restructuring of its financial contributions to reduce the overall debt burden, potentially in exchange for equity.

Accordingly, the Directors have carefully assessed the material uncertainties affecting the business. They confirm that the Going Concern basis of accounting remains appropriate, and the financial statements have been prepared on this basis.

2.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

2.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
3-10 Years
Motor vehicles
10 Years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

2.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 15 -

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

2.6
Impairment of fixed assets

Assets are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial assets

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

2.7
Stocks

Stocks are held at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value.

All costs associated with pre-construction planning and development for the St Austell eco-communities project are capitalised as work in progress.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

2.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 16 -
2.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 18 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2.15
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 19 -
2.17

P reparation of Consolidated F inancial S tatements

The financial statements contain information about Eco-Bos Development Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
House Sales
8,958,708
18,267,292
Misc Sales
87,449
6,440
Services
52,480
199,197
9,098,637
18,472,929
2024
2023
£
£
Turnover analysed by geographical market
UK Sales
9,098,637
18,472,929
2024
2023
£
£
Other revenue
Interest income
123
131
Grants received
-
25,854
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Government grants
-
(25,854)
Fees payable to the company's auditor for the audit of the company's financial statements
28,640
25,200
Depreciation of owned tangible fixed assets
25,705
23,178
Operating lease charges
76,106
95,956
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
9
13
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 20 -
2024
2023
£
£
Wages and salaries
1,171,503
1,609,674
Social security costs
150,266
214,253
Pension costs
82,453
97,273
1,404,222
1,921,200

Three individuals included in the above represents key management personnel remunerated through the

Company.

Directors are remunerated through the parent companies (Imerys Minerals Limited (Imerys SA) and Orascom Development Holdings (ODH) or through Cennara Global Advisors LLP) as follows:

A Yule-Smith - Cennara

S Sawiris - ODH

M Hewson - Imerys

B Roussel - Imerys

K Forsyth - Cennara

6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
123
131
7
Interest payable and similar expenses
2024
2023
£
£
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
687,754
397,608

Interest is accrued at 2% above SONIA on the intercompany loan from HBMS Hotels Building Materials and Supplies Limited.

8
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(738,793)
(184,643)
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
(Continued)
- 21 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(7,349,044)
(878,526)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(1,837,261)
(219,632)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
3,886
Unutilised tax losses carried forward
1,841,225
212,440
Permanent capital allowances in excess of depreciation
(10,390)
(2,489)
Depreciation on assets not qualifying for tax allowances
6,426
5,795
Deferred tax adjustments in respect of prior years
(738,793)
(184,643)
Taxation credit for the year
(738,793)
(184,643)
9
Tangible fixed assets
Plant and equipment
Motor vehicles
Total
£
£
£
Cost
At 1 January 2024
144,917
36,495
181,412
Additions
39,396
-
0
39,396
At 31 December 2024
184,313
36,495
220,808
Depreciation and impairment
At 1 January 2024
101,162
13,770
114,932
Depreciation charged in the year
22,057
3,648
25,705
At 31 December 2024
123,219
17,418
140,637
Carrying amount
At 31 December 2024
61,094
19,077
80,171
At 31 December 2023
43,756
22,725
66,481
10
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
2,000
2,000
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Fixed asset investments
(Continued)
- 22 -

The company holds investments in the following subsidiaries:

Eco-Bos Construction Ltd, a company incorporated in the United Kingdom, where the company holds 100% of the ordinary shares. The cost of the investment is £1,000.

West Carclaze Development Limited, a company incorporated in the United Kingdom, where the company holds 100% of the ordinary shares. The cost of the investment is £1,000.

The investments in these subsidiaries are accounted for at cost less any provision for impairment.

11
Stocks
2024
2023
£
£
Work in progress
49,777,957
44,869,920
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
15,472
2,705,740
Amounts owed by group undertakings
590,968
1,202,115
Other debtors
72,617
128,199
Prepayments and accrued income
105,731
111,114
784,788
4,147,168
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Debtors
(Continued)
- 23 -
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 16)
2,409,865
1,671,072
Total debtors
3,194,653
5,818,240
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,383,728
1,637,479
Amounts owed to group undertakings
2,000
2,000
Taxation and social security
80,252
72,417
Other creditors
129,456
1,219,593
Accruals and deferred income
1,534,889
2,260,761
4,130,325
5,192,250
14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Loan Funding
15
53,752,117
42,555,971

Interest is accrued at 2% above SONIA on the inter-company loan from HBMS Hotels Building Materials and Supplies Limited.

The loan agreement states that repayment will not be made until sufficient funds are available. The exact date o f repayment is not known, but it is expected to be after more than five years.

15
Loans and overdrafts
2024
2023
£
£
Shawbrook Bank Limited
14,930,797
24,185,104
Other Offshore Private Funding
24,802,256
5,026,089
HBMS Hotels Buildings Materials & Supplies Ltd (Registered in Cyprus)
14,019,064
13,324,413
Other loans
-
20,365
Payable after one year
53,752,117
42,555,971
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Loans and overdrafts
(Continued)
- 24 -

The long-term loans from Shawbrook Bank Limited £14,930,797 (2023: £24,185,104) are secured by way of a fixed and floating charge, containing a negative pledge, on the property in work in progress and assets of the company:

Land being the first phase of the West Carclaze Garden Village Development located at West Carclaze, Cornwall.

16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
(14,263)
(11,885)
Tax losses
3,338,870
1,682,957
Deferred tax adjustment - NPV
(914,742)
-
2,409,865
1,671,072
2024
Movements in the year:
£
Asset at 1 January 2024
(1,671,072)
Credit to profit or loss
(738,793)
Asset at 31 December 2024
(2,409,865)

The deferred tax asset has been included on the basis that the corporation tax losses are expected to be utilised. The asset has been adjusted to reflect the Net Present Value where the company keeps detailed forecasts and the losses are not expected to be realised within the next 5 years.

17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
82,453
97,273

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,000,000
10,000,000
10,000,000
10,000,000
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Share capital
(Continued)
- 25 -
19
Financial commitments, guarantees and contingent liabilities

Imerys Minerals Limited currently owns the land relating to the five sites in the mid-Cornwall china clay area on which the development will be built.

In 2010 HBMS Hotels Buildings Materials and Supplies Limited entered into a suite of agreements with Imerys Minerals Limited which provides that, once planning permission is granted on each site, Eco Bos Development Limited will purchase the land and take over responsibility for remediation costs and development.

Eco-Bos recognises this requirement to assume regulatory and financial responsibility for the sites and for the future obligations around restoration and remediation. Eco-Bos has prepared forward financial projections which show this obligation will be absorbed by future revenue streams arising across the sites.

20
Ultimate controlling party

The company is a 75:25 joint venture between HBMS Hotels Buildings Materials and Supplies Limited ('HBMS'), registered in Cyprus, and Imerys Minerals Limited, registered in England. The immediate controlling party of the company is HBMS Hotels Buildings Materials and Supplies Limited, Nafpliou, 15, Floor 2, 3025, Lemesos, Cyprus.

The ultimate parent company is Orascom Development Holding AG, a company registered in Switzerland.

Orascom Development Holding AG and HBMS Hotels Buildings Materials and Supplies Limited are the largest and smallest groups respectively into which these financial statements are consolidated. Copies of their financial statements may be obtained from Orascom Development Holding AG, Gotthardstrasse 12, CH 6460, Altdorf, Switzerland.

21
Call Option

The call option over land qualifies as a derivative financial instrument, as it provides Eco-Bos with the right but not the obligation to acquire land at a future date under pre-determined pricing conditions.

Since this instrument is not traded on an active market, no fair value adjustment has been recognised in the financial statements. The company continues to evaluate its potential financial impact in line with its strategic development plans.

22
Property Purchase Option Agreement

Eco-Bos holds an American-style call option over 6.6 million sqm of land owned by Imerys Mineral Limited, a shareholder. The option, granted in 2011 and extended in 2019, is valid until 2036 and can only be exercised upon obtaining necessary building permits.

To retain the rights, the company pays an annual option premium, which is recognised as an expense in the period incurred. During the year, total option premium payments amounted to £88,685.

Additionally, Imerys holds a put option exercisable in 2036, which would require Eco-Bos to purchase any remaining land at a price calculated under a dynamic pricing formula. Directors are actively assessing the financial implications of this obligation.

ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
23
Related Party Disclosures
The ownership of the company is as follows:
Company Name
Country of incorporation
Number of ordinary shares
Percentage shareholding
HBMS Hotels Buildings Materials
Cyprus
7,500,000
75%
and Supplies Limited
Imerys Minerals Limited
England & Wales
2,500,000
25%
The company is not a wholly-owned subsidiary of Orascom Development Holding AG (which is the parent
company of HBMS) or Imerys Minerals Limited and hence is required to disclose its transactions with all other
entities within these groups.
The Offshore Private Funding (note 15) are loans provided at market rates from related parties of the
majority shareholder of Orascom Development Holding AG .
The following represents the transactions and outstanding balances with fellow related parties:
During the year ended 31.12.2024
Imerys Minerals Ltd
HBMS Ltd
£
£
Balance brought forward
180
13,324,413
Interest on group liabilities
-
687,757
Recharged expenses
-
6,895
Payments made
(180)
-
Total for the year
(180)
694,652
Balance payable as at 31.12.2024
-
14,019,065
During the year ended 31.12.2023
Imerys Minerals Ltd
HBMS Ltd
£
£
Balance brought forward
0
11913152
Interest on group liabilities
-
397,608
Recharged expenses
0
13653
Specialist services
56,844
-
Payments made
(56,664)
-
Drawdown
-
1,000,000
Total for the year
180
1,411,261
Balance payable as at 31.12.2023
180
13,324,413
ECO-BOS DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Related Party Disclosures
(Continued)
- 27 -
24
Cash absorbed by operations
2024
2023
£
£
Loss for the year after tax
(6,610,251)
(693,883)
Adjustments for:
Taxation credited
(738,793)
(184,643)
Finance costs
5,003,293
405,119
Investment income
(123)
(131)
Depreciation and impairment of tangible fixed assets
25,705
23,178
Movements in working capital:
Increase in stocks
(4,908,037)
(3,741,560)
Decrease in debtors
3,362,380
72,948
(Decrease)/increase in creditors
(1,061,925)
3,531,420
Cash absorbed by operations
(4,927,751)
(587,552)
25
Analysis of changes in net debt
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,234,382
1,225,830
2,460,212
Borrowings excluding overdrafts
(42,555,971)
(11,196,146)
(53,752,117)
(41,321,589)
(9,970,316)
(51,291,905)
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