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Eco Buildings Group Plc (ECOB), a modular housing company, announces that it has issued 192,307 new ordinary shares following receipt of a warrant notice of £25,000 on the warrants issued on the 14 May 2025 at a conversion price of 13 pence per share (the "Conversion").
Albania Project Update - Groundworks Completed, First Payment Received, and commencement of Ground Floor Construction
Clarification re Eco Buildings over €400m Chile Contract Accelerated Schedule and Increased Year-One Deliveries
Eco Buildings Secures over €400m Chile Contract
TR-1: Standard form for notification of major holdings further information can be found here.
Access detailed information about our corporate governance practices, regulatory compliance, and investor resources in one organised location.
The information below is disclosed in accordance with AIM Rule 26, and was last updated on 24/11/2025.
ECO Buildings Group PLC is an AIM listed company providing new solutions for the housing market. It comprises two divisions - Eco Buildings Group Ltd which provides housing solutions based on Glass Fibre Reinforced Gypsum (“GFRG”) technology while Fox Marble provides processed marble quarried in the Balkans for use in construction and developments.
By combining the ground breaking construction methods of Eco Buildings with the experience and market foothold of Fox Marble into a combined group, Eco Buildings Group is able to provide the ultimate turnkey building solution that is ecologically and environmentally responsible as well as able to provide finishes to the highest standards.
| Company Name | Principal Activity | Country of Incorporation | Percentage Ownership |
|---|---|---|---|
| Fox Marble | Quarrying, processing and sale of dimensional stone. | Kosovo | 100% |
| Eco Buildings Group Ltd. | The manufacture and construction of housing and other structures using GFRG modular technology. | United Kingdom, Albania and Kosovo | 100% |
There are no restrictions on the transfer of securities.
The company is not listed on any other exchanges or trading platforms.
| Shareholder/Group | Amount | Percentage, % |
|---|---|---|
| Etrur Albani | 17,640,286 | 14.55% |
| Genard Kadiu | 11,454,545 | 9.45% |
| Dominic Redfern | 11,444,745 | 9.44% |
| The Lang Family | 11,302,683 | 9.32% |
| Andrew Muir | 10,509,504 | 8.67% |
Eco Buildings Group PLC is subject to the UK City Code on Takeovers and Mergers, as published by the Panel on Takeovers and Mergers and updated from time to time.
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Although ECO Buildings Group Plc, as an AIM quoted company, is not required to comply with the UK Corporate Governance Code as issued by the Financial Reporting Council, the Board of Directors are committed to developing and applying high standards of corporate governance appropriate to the Company’s size.
The Company has adopted and will operate a share dealing code governing the share dealings of the Directors and applicable employees with a view to ensuring compliance with Rule 21 of the AIM Rules.
The Board of Directors has decided to apply the QCA Corporate Governance Code ("QCA Code"). Details of how the Company complies with the QCA Code, can be found here.
The Chair's Statement on Corporate Governance can be found here.
The Remuneration Committee consists of Don Nicolson and Ahmet Shala. It is responsible for reviewing the performance of the senior executives, and for determining their levels of remuneration.
The Committee makes recommendations to the Board, within agreed terms of reference, which the Board review at least annually, regarding the levels of remuneration and benefits including participation in the Company's share plan.
The Terms of Reference of the Remuneration Committee can be found here.
The Audit and Risk Committee consists of two Directors; Don Nicolson and Ahmet Shala (Committee Chairman).
The Audit and Risk Committee meets at least twice a year to consider the annual and interim financial statements and the audit programme.
The Audit and Risk Committee is responsible for ensuring that the appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the accounts and internal control systems.
The report for the Audit and Risk Committee for the current year can be found here.
The Terms of Reference of the Audit and Risk Committee can be found here.
The Nomination Committee comprises Don Nicolson (Chair), and Ahmet Shala.
The Nomination Committee will meet at least twice each year and will, amongst other things, regularly review the structure, size and composition of the Board and make recommendations to the Board with regards to any changes, undertake succession planning for key directors and senior executives, identify and recommend to the Board candidates for any Board or other senior vacancies and oversee annual Board and individual director evaluation processes.
The Terms of Reference of the Nomination Committee can be found here.
It is the responsibility of the board of directors to maintain a sound system of internal control to safeguard shareholders' investment, the company's assets, employees and business of the Group. Internal control systems are designed to reflect the particular type of business, operations and safety risks, and to identify and manage these risks.
The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities, accountability and succession plans. The Board engages independent professional advice where necessary. It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the group.
Eco Buildings Group and its senior management have a zero tolerance of bribery and corruption. This policy extends to all the company’s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. All directors and employees are required to comply with this policy.
The Group prohibits the offering, the giving, the solicitation or the acceptance of any bribe, whether cash or other inducement to or from any person or company, wherever they are situated and whether they are a public official or body or private person or company by any individual employee, agent or other person or body acting on the Group's behalf in order to gain any commercial, contractual or regulatory advantage for the Group in a way which is unethical or in order to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.
Bribery and fraud may occur internally or externally and may be perpetrated by employees, clients, suppliers, contractors, service providers, agents or anyone else doing business with the Group. The Group will not, therefore, enter into any business relationship or engage in any activity if it knows or has reasonable grounds to suspect that a business relationship or activity is, in any way, connected with or facilitates bribery or fraud. We will actively cooperate with law enforcement authorities for the investigation and punishment of any act of bribery connected to any group company. Employees of group companies must also comply with local policies and procedures that apply to them as set out in any other individual group company compliance manual or procedures.
Following the recent consultation by the London Stock Exchange, new AIM Rules were published in March 2018. One of the key amendments is in respect of AIM Rule 26 (as set out in AIM Notice 50), which now requires AIM companies to state on their website which recognised corporate governance code they apply and how they have applied that code.
The Board of Directors of Eco Buildings Group Plc is committed to developing and applying high standards of corporate governance. The Board of Directors seeks to apply the QCA Code, revised in April 2018 as devised by the Quoted Companies Alliance.
The Quoted Companies Alliance is the independent membership organisation that champions the interests of small to mid-size quoted companies. The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies.
A revised version of the QCA Code (the “Revised Code”) was published in April 2018, based on the ‘comply or explain’ principle.
The QCA Code is constructed around ten broad principles (accompanied by an explanation of what these principles entail, under ‘application’) and a set of disclosures. The Code states what is considered to be appropriate arrangements for growing companies, and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.
The section below sets out the principles, the application recommended by the QCA code. It then sets out how Eco Buildings Group complies with these requirements and any departures from code, and provides links to appropriate disclosures. These are based upon the recommended disclosures provided in the QCA code.
These disclosures were last reviewed December 2024
The Board of Eco Buildings Group plc has adopted the QCA Corporate Governance Code (‘the Code’) as its code of corporate governance. The Code is published by the Quoted Companies Alliance (‘QCA’) and is available at www.theqca.com.
The key governance related matter that occurred during the financial year ended 31 December 2024 was the completion of the acquisition of Eco Buildings Group Limited via an Reverse Take Over transaction in accordance with AIM rules, share reorganization and associated fundraising.
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Company applies each of the principles.
The Board has concluded that the highest medium and long-term value can be delivered to its shareholders by the adoption of a single strategy for the Company. For the year ended 31 December 2024, the principal activity of the Group was business development and expansion.
The Board implements this strategy by meeting on a regular basis to discuss the strategic direction of the Company, and progress in achieving against its aims.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Eco Buildings has a Board of Directors with experience in understanding the needs and expectations of its shareholder base. It supplements this Board with professional advisers in the form of Public Relations company, NOMAD, Broker, Auditor and Company Secretary who provide advice and recommendations in various areas of its communications with shareholders. Eco Buildings engages with shareholders in the following ways:
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. For example, employees are encouraged to raise any concerns they may have with relevant management and are also provided with independent contact should they not want to engage directly with their managers. The mechanisms for feedback from shareholders have been considered under point (2) above. Feedback from customers is at present informal. Sales agents will contact customers on an ad hoc basis following completion of a sale or project and provide verbal feedback where necessary to senior management. Feedback from regulators is provided via the regular framework of reporting and inspections that are carried out.
These feedback processes help to ensure that the Company can respond to new issues and opportunities that arise to further the success of the Company.
Eco Buildings recognises that risk is inherent in all of its business activities. Its risks can have a financial, operational or reputational impact. The Company’s system of risk identification, supported by established governance controls, ensures that it effectively responds to such risks, whilst acting ethically and with integrity for the benefit of all of our stakeholders. Once identified, risks are evaluated to establish root causes, financial and non-financial impacts, and likelihood of occurrence. Consideration of risk impact and likelihood is taken into account to create a prioritised risk register and to determine which of the risks should be considered as a principal risk. The effectiveness and adequacy of mitigating controls are assessed. If additional controls are required, these will be identified, and responsibilities assigned. The Company’s management is responsible for monitoring the progress of actions to mitigate key risks. The risk management process is continuous; key risks are reported to the Audit & Risk Committee and at least once a year to the full Board.
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the executive Directors. However, the Board will continue to monitor the need for an internal audit function.
The Board has five Directors, two of whom are non-executive. The Board is responsible for the management of the business of the Company, setting its strategic direction and establishing appropriate policies. It is the Directors’ responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company and stakeholders at all times. The Board also addresses issues relating to internal controls and risk management.
The Non-Executive Directors, Don Nicolson and Ahmet Shala, bring a wide range of skills and experience to the Company, as well as independent judgment on strategy, risk and performance. The independence of each Non-Executive Director is assessed at least annually, and two of the Non-Executive Directors are considered to be independent at the date of this report.
It is the Group’s policy that the roles of the Chairman and CEO are separate, with their roles and responsibilities clearly divided and recorded. A summary of their roles is as follows:
The list below shows the directors’ attendance at scheduled Board meetings, which they were eligible to attend during the 2024 financial year.
Director and Attendance at Board Meetings:
Andrew Allner — 1/1
Don Nicolson — 7/7
Fiona Hadfield — 8/8
Etrur Albani — 8/8
Ahmet Shala — 7/8
As at the date hereof the Board comprised, the Non-Executive Chairman Don Nicolson, the CEO Sanjay Bowry, the Finance Director Fiona Hadfield, Executive Vice Chairman Etrur Albani and two Non-Executive Directors, and Ahmet Shala. Biographical details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than three years. The letters of appointment of all Directors are available for inspection at the Company’s registered office during normal business hours.
The Board of Eco Buildings Group Plc has been assembled to allow each Director to contribute the necessary mix of experience, skills and personal qualities to deliver the strategy of the company for the benefit of the shareholders over the medium to long term. Full details of the Board Members and their experience and skills can be found here.
Together the Board of Directors provide relevant quarrying and mining sector skills, the skills associated with running large public companies, technical skills, country experience and technical and financial qualifications to assist the Company in achieving its stated aims.
The Directors keep their skillsets up to date through as required through the range of roles they perform and consideration of technical and industry updates.
The Board has sought external advice in regard to Arbitration against the government of Kosovo and the proposed acquisition of Eco Buildings Ltd and readmission to AIM . Other than this matter the Board has not sought advice on any significant matter, apart from advice sought in the normal course of business from our auditors, lawyers and tax compliance advice. The key advisers to the Company are listed here.
The role of Company Secretary is fulfilled by Ben Harber and supports and advises the Board in its function.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal.
Eco Buildings Group Plc has yet to carry out a formal assessment of Board effectiveness, given its stage of development as an entity. The Board are considering how this first assessment will be carried out. The Board will keep this under consideration and put in place procedures when it is felt appropriate.
The Company’s policy is to maintain levels of compensation for the Group that are comparable and competitive with peer group companies, so as to attract and retain individuals of the highest calibre, by rewarding them as appropriate for their contribution to the Group’s performance. The Company may take independent advice in structuring remuneration packages of directors and employees.
The terms of each Executive Director’s appointment are set out in their service agreements which are effective for an indefinite period but may be terminated in accordance with specified notice periods of between six and twelve months. Each service agreement sets out details of basic salary, fees, benefits-in-kind and share option grants.
The executive directors are eligible to participate in discretionary bonus arrangements. Bonuses are payable in cash and are awarded by the Board, upon recommendations by the Remuneration Committee. Details of the Directors’ compensation are set out in the notes to the financial statements.
The terms of appointment of the Non-Executive Directors are set out in their letters of appointment which are effective for renewable three-year terms but may be terminated in accordance with specified notice periods.
The basic salary of each Executive Director is established by reference to their responsibilities. The fees paid to Non-Executive Directors are determined by the Board and reviewed periodically to reflect current rates and practice commensurate with the size of the Company and their roles.
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. A large part of the Company’s activities is centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders.
Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the Chairman and Chief Executive Officer arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has been delegated by the Board to the Chief Executive Officer.
Remuneration Committee
The Remuneration Committee consists of Don Nicolson and Ahmet Shala. It is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration. The Committee makes recommendations to the Board, within agreed terms of reference regarding the levels of remuneration and benefits including participation in the Company's share plan. The terms of reference of the board committee is reviewed regularly and is available here.
Nomination Committee
The Nomination Committee meets as required to consider the composition of and succession planning for the Board, and to lead the process of appointments to the Board. The Committee Chairman is Don Nicolson. The other member of the Committee is Ahmet Shala. The terms of reference of the board committee is reviewed regularly and is available here.
Audit & Risk Committee
The Audit & Risk Committee consists of three Non-Executive Directors: Ahmet Shala (Committee Chairman) and Don Nicolson. The Audit & Risk Committee meets at least three times a year to consider the annual and interim financial statements and the audit plan. The Audit & Risk Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems. The report of the Audit & Risk Committee can be found on here. The terms of reference of the board committee is reviewed regularly and is available here.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and which have been observed throughout the year. In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. Historical annual reports and other governance-related material, notices of all general meetings over the last five years can be found on the website.
There have been no votes where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting.