XLON:BIH ESEF Annual Report
BOSTON INTERNATIONAL HOLDINGS PLC (XLON:BIH)
ESEF Annual Report
2025-06-17
For: 2024-12-31
View Original
Added on
September 18, 2026
Boston International Holdings Plc
REPORT AND ACCOUNTS
Year ended 31 December 2024
Company Number: 09876705
Boston International Holdings Plc
CONTENTS PAGE
Officers and professional advisors 1
Chairman’s report 2-4
Strategic report 5-6
Directors’ report 7-14
Directors’ remuneration report 15-17
Independent auditor’s report to the members 18-22
Statement of comprehensive income 23
Statement of financial position 24
Statement of cash flow 25
Statement of changes in equity 26
Notes to the financial statements 27-37
Boston International Holdings Plc
OFFICERS AND PROFESSIONAL ADVISORS
1
Directors (all non-executive)
Christopher Nigel Pitman (Chairman)
William Borden James
Said Mbarak Salim Al Digeil – appointed 29 November 2024
Abdulmunim Sultan Said Bin Brek – appointed 9 April 2025
Company Secretary
CFPRO CO SEC Limited
Registered Office
35 Ballards Lane
London
N3 1XW
Auditors
RPG Crouch Chapman LLP
40 Gracechurch Street
London
EC3V 0BT
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
West Midlands
B62 8HD
Boston International Holdings Plc
CHAIRMAN’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
2
I have pleasure in presenting the financial statements of Boston International Holdings Plc (the
“Company”) for the year ended 31 December 2024.
During the financial year, the Company reported a net loss before taxation of 19.2p per share. There
was no revenue in the period. The loss reflects the operating loss of the Company for the period of
£323,900. As at 31 December 2024, the Company had cash at bank of £9,110.
On 3 January 2024, the Directors of BIH each individually subscribed for a total of £23,217.54 new
zero coupon convertible unsecured loan notes (the "New 2024 Loan Notes"). The New 2024 Loan
Notes were repayable on 31 March 2024, do not carry interest and are convertible into ordinary shares
at a price of 0.75p. The Directors subscribed for the following amounts of New 2024 Loan Notes:
Christopher Pitman: £5,804.38; Martin Lampshire: £5,804.38; Richard Hartheimer: £5,804.39 and
William Borden James: £5,804.39.
On 24 May 2024, the Company announced the termination of the potential acquisition of Hyperion.
On 11 July 2024, the Company counter-signed a non-binding letter of intent dated 30 June 2024
received from Linkvalue Investment Limited ("LVIL"), a privately owned company incorporated in
the British Virgin Islands, for the subscription by LVIL (or its nominee) for such number of new
ordinary shares in the Company as would represent a 51% of the Company's enlarged and fully diluted
share capital of the Company for an aggregate of £306,000 in cash, payable on completion of the
subscription. LVIL is under the same family ownership as Al-Braik Investments LLC, a diversified
holding company based in the United Arab Emirates and specialising in real estate, oil & gas,
hospitality, franchising, investment, construction and construction support services. The proposed
subscription, if completed, would result in the Company's existing shareholders having a minority
shareholding in the Company. LVIL did not own any existing ordinary shares or other securities in the
Company. Pursuant to the LOI, LVIL paid a cash deposit of £65,000 to the Company, to be used by the
Company to pay certain agreed creditors and professional fees.
On 29 July 2024, the listing of the Company's 148,219,943 Ordinary Shares then in issue on the Official
List was transferred from the 'standard' segment to the 'Equity shares (shell companies)' category on 29
July 2024, as a result of the new UK Listing Rules becoming effective on that date. However, the listing
of the Ordiary Shares on the Official List which had been suspended at 8.00 a.m. on 27 April 2023,
remained suspended on 29 July 2024, notwithstanding the change in listing category.
On 2 October 2024, the Final Repayment Date of all outstanding convertible loan notes issued by the
Company (including the New 2024 Loan Notes) was extended (with the consent of the holders in all
cases) to 31 December 2025 and some minor changes to such convertible loan notes were made to
reflect the new UK Listing Rules and the new FCA Listing categories. The extension of the Final
Repayment Date' of the outstanding £147,857 nominal zero coupon convertible unsecured loan notes
(No. 3) which are held by Borden James (an existing Director of BIH) and of the outstanding £23,217.64
nominal zero coupon convertible unsecured loan notes (No. 4) which are held by the (then) four
Directors of the Company, constituted 'material related party transactions' for the purposes of DTR
7.3.8R. Considering the Company's need to conserve cash and to put its Convertible Loan Note
arrangements on a solvent basis, the board of directors of the Company (the “Board
”) considered that
the terms of such 'related party transactions' were fair and reasonable insofar as the shareholders of the
Company as a whole are concerned and accordingly approved them. In the Board's consideration, each
transaction with individual Directors has been separately considered and in so doing, each Director who
was the 'related party' did not take part in the Board's consideration of each transaction and did not vote
on the relevant Board resolution.
Boston International Holdings Plc
CHAIRMAN’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
3
On 29 October 2024, the Company entered into a subscription agreement with Zarara Energy Ltd
(“ZEL”), the nominee of LVIL, for the subscription by ZEL for 222,407,081 new ordinary shares in
the Company for £306,000 in cash, payable on completion of such subscription (the “Subscription”).
On completion of the Subscription, which was subject to certain approvals, ZEL would hold 60% of
the enlarged share capital of the Company and 51% of the enlarged fully diluted share capital of the
Company. As part of the terms of the Subscription, the Panel on Takeovers and Mergers agreed to the
waiver of the obligation of ZEL to make a general offer for the Company under Rule 9 of the City Code
on Takeovers and Mergers which would otherwise have arisen as a consequence of the allotment and
issue of the new 222,407,081 new ordinary shares in the Company to ZEL (a “Rule 9 Waiver”), subject
to the approval of independent shareholders of the Company taken on a poll at a General Meeting of
the Company which was convened to be held on 14 November 2024. Additionally, the Company
announced that on completion of the Subscription, the outstanding fees and expenses due to the
Directors amounting to £246,982.20 would be converted to new convertible loan notes, the terms of
which were set out in the Circular to shareholders dated 29 October 2024 in relation to the Subscription
(the “Circular”). The issue to the Directors of the new convertible loan notes was a 'material related
party transaction' for the purposes of DTR 7.3.8R.
At the General Meeting of the Company held on 14 November 2024 all four Resolutions put to
shareholders in connection with the Subscription were duly passed unanimously.
On 29 November 2024, the subscription by ZEL for the 222,407,081 new ordinary shares of 0.1 pence
each in the Company (the “Subscription Shares”) for £306,000 in cash was completed. The
Subscription Shares were allotted and issued by the Company to ZEL credited as fully paid up and
ranking pari passu, and as one class with, the existing ordinary shares in the Company. No application
was (or has since) been made for the Subscription Shares to be admitted to listing on the FCA's Official
List or to trading on the London Stock Exchange's main market for listed securities. Said Mbarak Salim
Al Digeil and William ('Brock') Henry Tuppeny III (nominee Directors of Zarara Energy Ltd) were
appointed to the Board and Martin Lampshire and Richard Hartheimer resigned as Directors. Also, the
conversion of outstanding Directors' fees and expenses due from the Company to them and their
consultancy companies into an aggregate principal amount of £246,982.20 New Convertible Loan
Notes (as announced by the Company on 29 October 2024) became effective.
On 22 January 2025, the Company's 148,219,943 ordinary shares in issue prior to completion of the
Subscription were restored to listing on the FCA's Official List or to trading on the London Stock
Exchange's main market for listed securities. This restored listing and trading does not exend to the
222,407,081 Subscription Shares.
On 4 February 2025, the Company William ('Brock') Henry Tuppeny III resigned as a Director of the
Company for personal reasons.
On 10 March 2025, the Company entered into a bridge loan facility agreement with ZEL for the
provision by ZEL to the Company of a bridge loan facility of up to £248,375.34 to be drawn down in
tranches to be agreed between the parties and with an allocation budget to be agreed for each utilisation
(the “Loan Facility Agreement”) to assist with the Company’s working capital requirements.
Key terms of the Loan Facility Agreement:-
(a) interest is payable by the Company on any utilisation at 10% per annum from the relevant
utilisation date;
(b) any amount drawn down/utilised can be repaid by the Company at any time, but that all amounts
drawn down/utilised (and all accrued interest) are repayable on the earlier of (i) 30 June 2026
or (ii) the transaction date on which the Company receives funds from a fundraising.
Boston International Holdings Plc
CHAIRMAN’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
4
On 10 March 2025, the Company made a first utilisation request to drawn down £120,943.00 under
the Loan Facility Agreement to settle various creditors.
The entering into the Loan Facility Agreement constituted a 'material related party transaction' for the
purposes of DTR 7.3.
On 9 April 2025, Abdulmunim Sultan Said Bin Brek (a replacement nominee of ZEL) was appointed
as a Director of the Company.
These financial statements have been prepared on a going concern basis.
The Directors are also confident of raising additional funds through the issue of new shares should the
need arise. Consequently, they believe that the Company will be able to continue to meet its’s liabilities
as they fall due for the 12 months from signing the financial statements.
The Directors note the existence of a material uncertainty with respect to going concern given the
historic and projected losses of the Company and the reliance on external funding to continue to trade.
A more detailed update on recent developments is provided in the Directors Report – Events after the
Reporting Date.
Whilst it continues its assessment of potential acquisitions, the Board will continue to prudently manage
the Company's remaining cash reserves and minimise its operating expenses in order to put the
Company in the best position possible to complete the acquisition.
The Board looks forward to providing further updates to shareholders in due course.
Christopher Pitman
Chairman
4 June 2025
Boston International Holdings Plc
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
5
The Directors present their strategic report with the financial statements of the Company for the year
ended 31 December 2024.
REVIEW OF DEVELOPMENTS AND FUTURE PROSPECTS
The Company was originally formed to undertake an acquisition of a target company or business in the
foreign exchange (FX) sector. However,
due to a lack of current opportunities in that sector, following
the general meeting held on 6 September 2019, the Directors’ efforts in identifying a prospective target
company or business are no longer limited to a particular industry or geographic region.
There is no specific expected target value for the acquisition and the Company expects that any funds
not used for the acquisition will be used for future acquisitions, internal or external growth and
expansion, and working capital in relation to the acquired company or business.
Following completion of an acquisition, the objective of the Company will be to operate the acquired
business and implement an operating strategy with a view to generating value for its shareholders
through operational improvements as well as potentially through additional complementary acquisitions
following the acquisition.
The Company’s financial performance for the period reflected market conditions. The Company total
comprehensive loss after taxation for the year to 31 December 2024 amounted to £323,900 (2023:
£421,404). Cash at bank amounted to £9,110 (2023: £1,128) and net liabilities amounted to (£532,645)
(2023: (£542,933)). No dividends were paid during the year and none are proposed. A review of the
activity of the business and future prospects is contained in the Chairman’s Statement on page 2 which
accompanies these financial statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success in identifying, acquiring, developing
and divesting investments in projects so as to create shareholder value.
Control of bank and cash balances is a priority for the Company and these are budgeted and monitored
closely to ensure that it maintains adequate liquid resources to meet financial commitments as they
arise.
At this stage in its development, quantitative key performance indicators are not an effective way to
measure the Company’s performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company’s activities expose it to a variety of financial risks: currency risk, credit risk, liquidity
risk and cash flow interest rate risk. The Company’s overall risk management programme focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Company’s financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited
to the transactions and balances that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual
customer or counterparty.
Boston International Holdings Plc
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
6
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and available funding
through an adequate amount of committed credit facilities. The Company ensures it has adequate
resource to discharge all its liabilities. The directors have considered the liquidity risk as part of
their going concern assessment. (See note 17).
d) Financing risks
Although the Company intends to finance any acquisition through the issue of Ordinary Shares
where possible, it may be the case that any such acquisition may be only partially funded by
ordinary shares or ordinary shares. Capital expenditure and operating expenses will all be factors
which will have an impact on the amount of additional capital required.
Financing alternatives may include debt and additional equity financing, such as the issue of
ordinary Shares, which may be dilutive to shareholders and in the event that the Company
considered obtaining debt financing while widely available, this may involve restrictions on
operating activities, future financing, acquisitions and disposals. If the Company is unable to obtain
potential additional financing as and when needed, it could result in the Company requiring
additional capital from Shareholders.
e) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the
interest rate on its interest bearing assets closely to ensure favourable rates are secured.
f) Capital risk management
The Company manages its capital to ensure that entities within the Company will be able to
continue individually as going concerns, while maximising the return to Shareholders through the
optimisation of debt and equity balances. The Company manages its capital structure and makes
adjustments to it, in the light of changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise debt. No changes were made in the
objectives, policies or processes during the year ended 31 December 2023.
g) Social, community and human rights issues
The Company does not consider it necessary to include a statement on these issues as it is currently
looking for an investment and is not a trading entity.
h) Energy and carbon reporting
The Company did not trade during the year and does not occupy any premises so it’s utilisation of
energy is below the minimum threshold of 40,000 kwh.
i) Directors and Officers Liability insurance
The Company maintains liability insurance for its Directors and Officers to cover any claim for
wrongful acts in connection with their positions with the exceptions of events whereby a Director
or Officer is proved to have acted fraudulently or dishonestly.
The Company does not hold any collateral as security.
On behalf of the board
Christopher Pitman
Chairman
4 June 2025
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors’ Report
The Directors present their report together with the audited financial statements, for the year ended 31
December 2024.
The Company was incorporated on 17 November 2015 as a private company limited by shares in
England and Wales and re-registered to a public limited company on 14 June 2016.
Its issued share capital, consisting of ordinary shares was admitted to trading on the London Stock
Exchange's main market for listed securities on 12 October 2016.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income on page 23. The Directors
do not recommend the payment of a dividend on the ordinary shares.
Company objective
The Company was originally formed to undertake an acquisition of a target company or business in the
foreign exchange (FX) sector. However,
due to a lack of current opportunities in that sector, following
the general meeting held on 6 September 2019 the Directors’ efforts in identifying a prospective target
company or business are no longer limited to a particular industry or geographic region.
There is no specific expected target value for the acquisition and the Company expects that any funds
not used for the acquisition will be used for future acquisitions, internal or external growth and
expansion, and working capital in relation to the acquired company or business.
Following completion of an acquisition, the objective of the Company will be to operate the acquired
business and implement an operating strategy with a view to generating value for its shareholders
through operational improvements as well as potentially through additional complementary acquisitions
following the acquisition.
The Company’s business risk
An explanation of the Company’s financial risk management objectives, policies and strategies is set
out in the strategic report and note 17.
Going concern
This financial statement has been prepared on a going concern basis.
As the Company is pre-revenue and loss making it has relied upon equity and debt funding to progress
its plans (loss of £323,900 in 2024 and £421,000 in 2023; net liabilities of £533,000 in 2024 and
£543,000 in 2023). Post year end, the Company has successfully agreed a Bridging Loan of £248,375.34
with Zaraha Energy Limited as detailed in the Chairman’s Report. The Directors regularly review cash
flow forecasts to determine whether it has sufficient cash reserves to meet its future working capital
requirements and development plans. The Company’s plans indicate that they need to raise further
finance, and the Directors are confident based on past history of successful fundraising and discussions
with investors that it will be successful in raising these funds. Additionally, they consider they can defer
settlement of creditors and reduce short term expenditure should there be any delay in completing any
such fundraising to allow continuance of their plans. They therefore consider it appropriate to prepare
the financial statements on a going concern basis.
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Zarara Energy Limited have pledged their support for a period of at least 12 months from the signing
date of these financial statements. However, as at the date of approval of these financial statements,
there are no legally binding agreements in place in relation to any fundraising or extension of terms
with creditors and as the success of any finance raising is outside the control of the company there can
be no certainty that additional funds will be forthcoming, which indicates the existence of a material
uncertainty which may cast doubt about the Company’s ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge its liabilities in the normal course of
business. The financial statements do not include the adjustments that would result if the Company was
unable to continue as a going concern.
Key events
An explanation of the key events in the year is provided in the Chairman’s Report.
Directors
The Directors, all of whom are male, of the Company during the year were:
Christopher Pitman
W Borden James
Said Mbarak Salim Al Digeil - appointed 29 November 2024
William ('Brock') Henry Tuppeny III – appointed 29 November 2024; resigned 4 February 2025
Richard Hartheimer - resigned 29 November 2024
Martin Lampshire – resigned 29 November 2024
Substantial shareholders
The Company has been notified of the following interests of 3 per cent. or more in its issued share
capital as at 31 December 2024.
Shareholder Shareholding %
Zarara Energy Limited 222,407,081 60.0
Boston Merchant (HK) Limited 20,000,000 5.4
Pershing Nominees Limited 14,280,296 3.8
Thomas Grant & Company Nominees Limited 13,159,523 3.5
JIM Nominees Limited 12,923,772 3.5
Capital and returns management
The Directors believe that, following an acquisition, further equity capital raisings may be required by
the Company for working capital purposes as the Company pursues its objectives. The amount of any
such additional equity to be raised, which could be substantial, will depend on the nature of the
acquisition opportunities which arise and the form of consideration the Company uses to make the
acquisition and cannot be determined at this time.
The Company expects that any returns for Shareholders would derive primarily from capital
appreciation of the ordinary shares and any dividends paid pursuant to the Company's dividend policy.
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Dividend policy
The Company intends to pay dividends on the ordinary shares following an acquisition at such times (if
any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion. The
Company's current intention is to retain any earnings for use in its business operations, and the Company
does not anticipate declaring any dividends in the foreseeable future. The Company will only pay
dividends to the extent that to do so is in accordance with all applicable laws.
Corporate governance
In order to implement its business strategy, the Company has adopted a corporate governance structure
whereby the key features of its structure are:-
• a wholly non-executive board with independent non-executive Directors. The Board is
knowledgeable and experienced and has extensive experience of making acquisitions such as
the acquisition;
• consistent with the rules applicable to companies with a listing on the ‘Equity shares (shell
companies)’ category of the FCA’s Official List, unless required by law or other regulatory
process, Shareholder approval is not required in order for the Company to complete an
acquisition. The Company will, however, be required to obtain the approval of the Board of
Directors, before it may complete any acquisition;
• the Board is not subject to the provisions of a formal governance code and given its present size
do not intend to formally adopt any specific code, but will apply governance the directors
consider to be appropriate, having due regard to the principles of governance set out in the UK
Corporate Governance Code.
• until an acquisition is made, the Company will not have separate audit and risk, nominations or
remuneration committees. The Board as a whole will instead review audit and risk matters, as
well as the Board’s size, structure and composition and the scale and structure of the Directors’
fees and the non-executive Chairman’s fees, taking into account the interests of Shareholders
and the performance of the Company, and will take responsibility for the appointment of
auditors and payment of their audit fee, monitor and review the integrity of the Company’s
financial statements and take responsibility for any formal announcements on the Company’s
financial performance;
• the Corporate Governance Code recommends the submission of all directors for re-election at
annual intervals. None of the Directors will be required to retire by rotation and be submitted
for re-election until the first annual general meeting of the Company following the Acquisition;
and
• following an acquisition, the Company may seek to transfer from a listing on the ‘Equity shares
(shell companies)’ category of the FCA’s Official List to either a listing on the ‘Equity shares
(commercial companies)’ category of the FCA’s Official List or other appropriate category [or
exchange], based on the track record of the company or business it acquires, subject to fulfilling
the relevant eligibility criteria at the time. If the Company is successful in obtaining a listing on
the ‘Equity shares (commercial companies)’ category of the FCA’s Official List, further rules
will apply to the Company under the UK Listing Rules and Disclosure Guidance and
Transparency Rules and the Company will be obliged to comply or
explain any derogation from
the UK Corporate Governance Code.
Board Diversity
At the time of writing this report and at the year ended 31 December 2024, the Company has not met
the diversity expectation of a listed company on the London Stock Exchange, This is because the Board
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
10
does not comprise any women. The Board currently views its size as adequate for the needs of the
Company, but as the needs grow, the Board will also grow which will provide the ability to create a
diverse team of Directors.
Corporate Environmental responsibility
At the time of writing this report and at the year ended 31 December 2024, as the Company is not
trading it’s climate-related risks and opportunities are minimal. Going forward the Company will
develop suitable policies in compliance with the Taskforce for Climate-related Financial Disclosures to
minimize the risk of any adverse effect on the environment associated with it’s activities with a
thoughtful consideration of such key areas as energy use, pollution, transport, renewable resources,
health and wellbeing. The Company also aims to ensure that it’s suppliers and advisors meet with their
legislative and regulatory requirements and that codes of best practice are met and exceeded.
Section 172 Statement
The Company’s strategy is to expand and further monetise its expertise in it’s chosen markets. Upon
the successful implementation of the Company’s strategy, the Company will have an expanded range
of internal and external stakeholders, relations with which the Board will take into consideration when
making decisions on Company strategy. This will include ensuring that our stakeholders interests are
best served by whatever decisions the Company makes.
Engagement with our members plays an essential role throughout our business. We are cognisant of
fostering an effective and mutually beneficial relationship with our members. Our understanding of our
members is factored into boardroom discussions regarding the potential long-term impacts of our
strategic decisions.
Post the reporting period end, the directors of the Company (“Directors”) have continued to have regard
to the interests of the Company’s stakeholders, including the potential impact of its future activities on
the community, the environment and the Company’s reputation when making decisions. The Directors
also continue to take all necessary measures to ensure the Company is acting in good faith and fairly
between members and is promoting the success of the Company for its members in the long term.
The table below acts as our Section 172 statement by setting out the key stakeholder groups, their
interests and how the Company engages with them. Given the importance of stakeholder focus, long-
term strategy and reputation to the Company, these themes are also discussed throughout this Annual
Report.
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Stakeholder Why we engage How we engage
Our Investors We maintain and value regular dialogue
with our financial stakeholders
throughout the year and place great
importance on our relationship with
them. We know that our investors
expect a comprehensive insight into the
financial performance of the Company,
and awareness of long-term strategy
and direction. As such, we aim to
provide high levels of transparency and
clarity about our results and long-term
strategy and to build trust in our future
plans.
• Reports and analysis on
investors and shareholders
• Annual Report
• Company website
• Shareholder circulars
• AGM
• RNS announcements
• Press releases
Our Employees The Company had no employees during
the period.
Regulatory bodies The Group’s operations are subject to a
wide range of laws, regulations, and
listing requirements including data
protection, tax, employment,
environmental and health and safety
legislation, along with contractual
terms.
• Company website
• RNS announcements
• Annual Report
• Direct contact with regulators
• Compliance updates at Board
Meetings
• Consistent risk review
Our Customers The Company did not trade in the
period, consequently it had no
customers.
Our Suppliers We have a number of key partners and
suppliers with whom we have built
strong relationships with and strongly
value. We establish effective
engagement channels to ensure our
relationships remain collaborative and
forward focused, and to foster
relationships of mutual trust and
loyalty.
• Building strong partnerships
with suppliers through open
two-way dialogue and regular
face to face meetings.
• Relationships with suppliers
allow the ongoing review and
monitoring of their
performance levels
The above statement should be read in conjunction with the Strategic Report and the Directors Report.
Directors’ Responsibility Statement
The Directors are responsible for preparing the Strategic Report, the Directors’ Report, Annual report
and the statutory financial statements in accordance with applicable law and regulations.
The Directors are required to prepare financial statements for the Company in accordance with
International Financial Reporting Standards as adopted by the UK (together, “IFRS”).
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 International
Financial Reporting Standards (IFRS) as adopted by the UK and applicable law.
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
12
International Accounting Standard 1 requires that financial statements present fairly for each financial
year the Company’s financial position, financial performance and cash flows. This requires the faithful
representation of transactions, other events and conditions in accordance with the definitions and
recognition criteria for the assets, liabilities, income and expenses set out in the International
Accounting Standards Board’s “Framework for the Preparation and Presentation of Financial
Statements”. In virtually all circumstances, a fair representation will be achieved by compliance with
all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a manner that provides relevant,
reliable, comparableand understandable information; and
- provide additional disclosures when compliance with the specific requirements in IFRS is
insufficient to enable users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial performance.
The Directors are responsible for keeping proper accounting records which 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.
They are further responsible for ensuring that the Strategic Report and the Directors’ Report and other
information included in the Annual Report and Financial Statements is prepared in accordance with
applicable law in the United Kingdom.
The maintenance and integrity of the Company’s website is the responsibility of the Directors; work
carried out by the auditors does not involve the consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that may have occurred in the accounts since they
were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and
the other information included in Annual Reports may differ from legislation in other jurisdictions.
The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority (‘DTR’) and
with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom.
The Directors, whose names and functions are set out on page 1, confirm that to the best of their
knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the
Company; and
• the management report includes a fair review of the development and performance of the
business and the financial position of the Company, together with a description of the principal
risks and uncertainties that it faces.
The annual report and financial statements, taken as a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to assess the Company’s performance, business
model and strategy.
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Provision of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed
that:
• so far as that Director is aware, there is no relevant audit information of which the Company's
auditors are unaware, and
• that Director has taken all the steps that ought to have been taken as a director in order to be
aware of any information needed by the Company's auditors in connection with preparing
their report and to establish that the Company's auditors are aware of that information.
External Auditor
RPG Crouch Chapman LLP, have expressed their willingness to continue in office.
The Board will meet with the auditor to consider the results, internal procedures and controls and
matters raised by the auditor. The Board considers auditor independence and objectivity and the
effectiveness of the audit process. It also considers the nature and extent of any non-audit services
supplied by the auditor (if any) and reviewing the ratio of audit to non-audit fees and ensures that an
appropriate relationship is maintained between the Company and its external auditor.
As part of the decision to recommend the re-appointment of the external auditor, the Board considers
the tenure of the auditor in addition to the results of its review of the effectiveness of the external
auditor and considers whether there should be a full tender process. There are no contractual
obligations restricting the Board’s choice of external auditor. The Company has a policy of
controlling the provision of non-audit services by the external auditor in order that their objectivity
and independence are safeguarded.
A resolution to reappoint RPG Crouch Chapman will be proposed at the Annual General Meeting.
Events after the reporting date
On 4 February 2025,William ('Brock') Henry Tuppeny III resigned as a Director of the Company for
personal reasons.
On 10 March 2025, the Company entered into a bridge loan facility agreement with Zarara Energy
Limited, the Company's 60% shareholder ("ZEL") for the provision by ZEL to the Company of a bridge
loan facility of up to £248,375.34 to be drawn down in tranches to be agreed between the parties and
with an allocation budget to be agreed for each utilisation (the "Loan Facility Agreement") to assist
with the Company’s working capital requirements.
Key terms of the Loan Facility Agreement:
(c) interest is payable by the Company on any utilisation at 10% per annum from the relevant
utilisation date;
(d) any amount drawn down/utilised can be repaid by the Company at any time, but that all amounts
drawn down/utilised (and all accrued interest) are repayable on the earlier of (i) 30 June 2026
or (ii) the transaction date on which the Company receives funds from a fundraising.
On 10 March 2025, the Company has made a first utilisation request to drawn down £120,943.00 under
the Loan Facility Agreement to settle various creditors.
On 9 April 2025, Abdulmunim Sultan Said Bin Brek (a replacement nominee of ZEL) was appointed
as a Director of the Company.
Boston International Holdings Plc
DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
14
This responsibility statement was approved by the Board of Directors on 4 June 2025 and is signed on
its behalf by:
Christopher Pitman . Director
4 June 2025
Boston International Holdings Plc
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
15
This Remuneration Report sets out the Company’s policy on the remuneration of Directors together
with details of Directors’ remuneration packages and service contracts for the year ended 31 December
2024.
The first part is the Annual Remuneration Report which details remuneration awarded to Directors
during the year.
The second part is the Remuneration Policy Report which details the remuneration policy for Directors.
Until an acquisition is made, the Company will not have a separate remuneration committee. The Board
as a whole will review the scale and structure of the Directors’ fees, taking into account the interests of
shareholders and the performance of the Company and Directors. Following the completion of an
acquisition, the Board intends to put in place a remuneration committee.
The Company maintains contact with its shareholders about remuneration in the same way as other
matters and, as required by Section 439 of the Companies Act 2006, this remuneration report will be
put to an advisory vote of the Company’s shareholders at the forthcoming Annual General Meeting.
Annual Remuneration Report
Directors’ emoluments
Directors
fees
Consultancy
fees
Bonuses Benefits Pension Total Total
2024 2024 2024 2024 2024 2024 2023
Christopher Pitman 8,333£ 2,267£ - - - 10,600£ £57,700
Martin Lampshire 8,333£ - - - - 8,333£ £25,000
W Borden James 8,333£ - - - - 8,333£ £25,000
Richard Hartheimer 8,333£ - - - - 8,333£ 25,000£
Total 33,332£ 2,267£ - - - 35,599£ £132,700
Said Mbarak Salim Al Digeil who was appointed on 29 November 2024 received no renumeration
during the year.
W Borden James was initially appointed as a Directors of the Company on 1 July 2016. His letter of
appointment was renewed on 29 April 2022. Christopher Pitman was appointed as a Directors of the
Company on 28 April 2021. His letter of appointment was renewed on 29 April 2022. Their
appointments were further extended in April 2023 to continue until the earlier of the completion of an
acquisition by the Company and 30 April 2024. The provision of each Director’s letter of appointment
expired on 30 April 2024 in accordance with its terms (as no acquisition had been completed by that
date). From 1 May 2024, the Directors have agreed to stay in office working on a ad-hoc no fee basis.
Martin Lampshire and Richard Hartheimer resigned as Directors of the Company on 29 November
2024.
As the Company is non-operational, all the Directors are non-executive.
Boston International Holdings Plc
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
16
Payments to past Directors
No payments were made to past Directors in the year ended 31 December 2024.
Payments for loss of office
No payments for loss of office were made in the year ended 31 December 2024.
Directors’ interests
The table below sets out the interests of the Directors in the Company’s shares at 31 December 2024.
Current Directors
Ordinary shares %
Christopher Pitman
6,000,000 1.62%
W Borden James
4,000,000 1.08%
Remuneration of the non-executive Chairman
2024
2023
£
£
Christopher Pitman
Salaries and fees
10,600
57,700
The Company does not have a chief executive so the table includes the equivalent information for the
non-executive Chairman.
Statement of implementation of Remuneration Policy in the following year
If the policy is approved it is intended that the Remuneration Policy takes effect immediately after the
date of approval. The vote on the Remuneration Policy is binding in nature. The Company may not then
make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a
Director of the Company unless that payment is consistent with the approved remuneration policy or
has otherwise been approved by the Board .
Consideration by the Directors of matters relating to Directors’ remuneration
The Board considered the Directors’ remuneration in the year ended 31 December 2024. No increases
were awarded and no external advice was taken in reaching this decision.
Remuneration Policy Report
The Remuneration Policy is the Company’s policy on Directors’ remuneration.
In setting the policy, the Board has taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful
leadership and management of the Company;
• The Company’s general aim of seeking to reward all employees fairly according to the nature
of their role and their performance;
• Remuneration packages offered by similar companies within the same sector;
• The need to align the interests of shareholders as a whole with the long-term growth of the
Company; and
Boston International Holdings Plc
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
17
• The need to be flexible and adjust with operational changes throughout the term of this
policy.
Remuneration scenario for Directors
As there is no element of remuneration for performance, the Directors will receive their fixed fees in
accordance with the letters of appointment.
Approach to recruitment remuneration
All appointments to the Board are made on merit. The components of a new Director’s remuneration
package (who is recruited within the life of the approved remuneration policy) would comprise base
salary as outlined above. The Company will pay such levels of remuneration to new directors that would
enable the Company to attract appropriately skilled and experienced individuals that are not in the
opinion of the remuneration committee excessive.
Directors’ letters of appointment
The non-executive Directors are contracted under letters of appointment with the Company and do not
have a contract of employment with the Company. None of the Directors are entitled to receive
compensation for loss of office, they are all appointed on rolling one year contracts which are subject
to termination on three months’ notice on either side in accordance with the Company’s Articles of
Association. The letters of appointment are kept at the Company’s registered office.
Policy on payment for loss of office
Termination payments will be calculated in accordance with the existing letters of appointment. It is the
policy of the Company to appoint Directors without extended terms of notice which could give rise to
extraordinary termination payments.
Consideration of shareholders’ views
No shareholder views have been taken into account when formulating this policy. In accordance with
the regulations, an ordinary resolution for approval of this policy will be put to shareholders at the
forthcoming Annual General Meeting.
This report was approved by the Board on 4 June 2025 and signed on its behalf by
Christopher Pitman. Director
Boston International Holdings Plc
AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Opinion
We have audited the financial statements of Boston Internationa l Holdings Plc (the ‘company’) for the
year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Cash Flow, Statement of Changes in Equity, the Statement of Cash
Flows, and the related notes to the financial statements, including a summary of significant accounting
policies.
The financial reporting framework that has been applied in their preparation is applicable law and
United Kingdom adopted international accounting standards.
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 the
company’s loss for the year then ended;
• have been properly prepared in accordance with United Kingdom adopted IFRSs; 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.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the Company is not revenue
generating as it seeks a potential transaction and is reliant on continued funding from Zarara Energy
Limited, the Company's 60% shareholder ("ZEL"). Whilst the Directors’ believe the Company has
sufficient cash to meet its liabilities as they fall due, there remains a risk that sufficient new funding
would not be available should additional costs arise.
As stated in note 2, these facts, along with other matters described indicate that a material uncertainty
exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
We have highlighted going concern as a key audit matter.
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 but acknowledge that
there are material uncertainties in relation to reliance upon the proceeds of future fundraises to cover
financial expenditure over the next 12 months.
Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern
basis of accounting included but was not limited to the following:
- We discussed the current status of proposed future fundraising with the directors and gained an
understanding of projected future events and timelines.
- We reviewed and challenged management’s cash flow forecasts for 12 months from signing
the financial statements.
Boston International Holdings Plc
AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
19
- We considered the level of cash in the Company in relation to the expected costs over the next
12 months and considered whether they were appropriate.
- Reviewing any additional financial and non-financial subsequent events which may be
identified post the year end in relation to going concern.
Our approach to the audit
The scope of our audit was the audit of the company for the year ended 31 December 2024. The audit
was scoped by obtaining an understanding of the company and its environment, including the company's
system of internal control and assessing the risks of material misstatement.
Audit work to respond to the assessed risks was planned and performed directly by the engagement
team which performed full scope audit procedures.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
There are no key audit matters identified, other than the matter described in the Material Uncertainty
related to Going Concern section.
Key observations
We have included a material uncertainty in respect of going concern above, and based on the procedures
performed, we have no further matters to report.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We
define materiality as the magnitude of misstatement that could reasonably be expected to influence the
readers and the economic decisions of the users of the financial statements. We use materiality to
determine the scope of our audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the financial statements as a whole.
Materiality for the Financial Statements as a whole was set at £10,000, determined with reference to
the draft loss of the Company. We report to the Directors any corrected or uncorrected misstatements
arising exceeding £500. Performance materiality was set at £7,000, being 75% of materiality. This was
considered an appropriate level of materiality given the limited trading activity of the Company as it
continues to seek investment opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality
determine our audit scope for the Company. This enables us to form an opinion on the financial
statements. We take into account size, risk profile, the organisation of the Company and the internal
control environment when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the industry in which the company operates and
the control environment, it was appropriate to undertake an entirely substantive audit approach. Our
substantive audit procedures included testing of total expenditure, total assets, liabilities and Equity.
Boston International Holdings Plc
AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. 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 the part of the directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report 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.
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 identified material misstatements in the strategic report or the directors’
report.
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 by the
company, or returns adequate for our audit
have not been received from branches not visited by us; or
• the company financial statements and the part of the directors’ remuneration report to be audited 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’ responsibilities statement set out on page 11, 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.
Boston International Holdings Plc
AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
21
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. Design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation
of the financial statements (including the risk of override of controls) and determined that the principal
risks were related to posting manual journal entries to manipulate financial performance, management
bias through judgements and assumptions in significant accounting estimates and significant one-off or
unusual transactions.
Our audit procedures were designed to respond to those identified risks, including non-compliance with
laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit
procedures included but were not limited to:
• Discussing with the directors and management their policies and procedures regarding
compliance with laws and regulations;
• Communicating identified laws and regulations throughout our engagement team and
remaining alert to any indications of non-compliance throughout our audit; and
• Considering the risk of acts by the company which were contrary to applicable laws and
regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the directors and management on whether they had knowledge of any
actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by performing journal
entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility
for the prevention and detection of irregularities including fraud rests with management. As with any
audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery,
intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Boston International Holdings Plc
AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Other matters which we are required to address
We were re-appointed by the Board of Directors on 19 December 2024 to audit the financial statements
for the year ended 31 December 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company
and we remain independent of the Company in our conduct of the audit.
Our audit opinion is consistent with the additional report to the Board of Directors.
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.
Paul Randall (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP, Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
Date: 4 June 2025
Boston International Holdings Plc
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
23
2024
2023
Notes
£
£
Aborted take-over costs
(90,000 ) (36,101 )
Other operating expenses 4
(211,294 ) ( 385,451 )
OPERATING LOSS BEFORE
TAXATION
(301,294 ) (421,552 )
Interest income
Interest expense
(22,607 ) -
Loss before tax
(323,900 ) (421,404 )
Income tax expense 5
LOSS AFTER TAX
ATTRIBUTABLE TO
EQUITY HOLDERS OF THE
(323,900 )
(421,404 )
COMPANY
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE LOSS
(323,900 )
(421,404 )
Basic and diluted loss per share (pence)
13
(0.19 )
(0.31 )
The notes to the financial statements on pages 27 to 37 form an integral part of these financial
statements.
Boston International Holdings Plc (Company Number 09876705)
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
24
2024 2023
Notes £ £
CURRENT ASSETS
Other receivables 6
Cash and cash equivalents 7 9,110 1,128
TOTAL CURRENT ASSETS
CURRENT LIABILITIES
Unsecured Convertible Loan Notes 8
(453,718 ) (213,699 )
Other payables 9 (96,477 ) (339,849 )
TOTAL CURRENT
LIABILITIES
(550,195 ) (553,548 )
NET LIABILITIES (532,645 ) (542,933 )
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 10
Share premium
Other reserves 12
Retained earnings 11 (2,511,695 ) (2,187,795 )
TOTAL EQUITY (532,645 ) (542,933 )
The financial statements of Boston International Holdings Plc for the period ended 31 December 2024
were authorised for issue by the Company’s Board of Directors on 4 June 2025.
The accompanying notes on pages 27 to 37 are an integral part of these financial statements.
……………………
Christopher Pitman
Director
Boston International Holdings Plc
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2024
25
2024 2023
£ £
Cash flow from operating activities
Loss before tax
(323,900 ) (421,404 )
Adjustments for
Finance costs - net
Changes in working capital
Other receivables
Other payables
(267,972 ) 174,258
Net cash outflow from operating activities
(568,218 ) (228,552 )
Cash flow from financing activities
Proceeds from issue of Unsecured Convertible Loan Notes 270,200
Proceeds from issue of shares
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
The accompanying notes on pages 27 to 37 are an integral part of these financial statements.
Boston International Holdings Plc
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Share Share Other
Profit and
Total
Capital Premium Reserves
Loss account
Equity
£ £ £ £ £
At 1 January 2023 112,220 1,318,292 34,350 (1,766,391 ) (301,529 )
Issue of shares 36,000 144,000 - - 180,000
Convertible Loan Notes-
equity elemen
t
Loss for the year after tax - - - (421,404 ) (421,404 )
At 31 December 2023 148,220 1,462,292 34,350 (2,187,795 ) (542,933 )
Issue of shares 222,407 83,593 - - 306,000
Convertible Loan Notes-
equity elemen
t
Loss for the year after tax - - - (323,900 ) (323,900 )
At 31 December 2024 370,627 1,545,885 62,538 (2,511,695 ) (532,645 )
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 (Company Number 09876705) in
accordance with the laws of England and Wales as a private company limited by shares and re-
registered as a public limited company on 14 June 2016.
The Company’s ordinary shares commenced trading on the main market of the London
Exchange on 12 October 2016.
The Company’s nature of operations is to act as a special purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers them to be the most
appropriate to the Company’s business activities.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by
the International Accounting Standards Board (IASB) as adopted by the United Kingdom (“UK-
adopted IFRSs”) and those parts of the Companies Act 2006 which apply to companies preparing
their financial statements under IFRSs. The financial statements have been prepared under the
historical cost convention.
The financial information of the Company is presented in British Pound Sterling (“£”) which is
also the functional currency of the Company.
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the directors have reviewed the Standards
in issue by the International Accounting Standards Board (“IASB”) and IFRIC, which are effective
for annual accounting periods ending on or after the stated effective date. In their view, none of
these standards would have a material impact on the financial reporting of the Company.
Comparative figures
The comparative figures shown for 2023 cover the twelve months to 31 December 2023.
Interest receivable and interest payable
Interest received comprises bank interest received. Interest payable comprises the computed
interest on the Convertible Loan Notes.
Going concern
This financial statement has been prepared on a going concern basis.
As the Company is pre-revenue and loss making it has relied upon equity and debt funding to
progress its plans (loss of £324k in 2024 and £421k in 2023; net liabilities of £533k in 2024 and
£543k in 2023). Post year end, the Company has successfully agreed a Bridging Loan of £249k
with Zarara Energy Limited as detailed in the Chairman’s Report. The Directors regularly review
cash flow forecasts to determine whether it has sufficient cash reserves to meet its future working
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
28
capital requirements and development plans. The Company’s plans indicate that they will need to
raise further finance to include the repayment of the Convertble Loan Notes set out in Note 8 on
31 December 2025 (unless these are further extended).The Directors are confident based on past
history of successful fundraising and discussions with investors that it will be successful in raising
these funds. Additionally, they consider they can defer settlement of creditors, reduce short term
expenditure and obtain short-term finance should there be any delay in completing any such
fundraising to allow continuance of their plans. They therefore consider it appropriate to prepare
the financial statements on a going concern basis.
However, as at the date of approval of these financial statements, there are no legally binding
agreements in place in relation to any fundraising or extension of terms with creditors and as the
success of any finance raising is outside the control of the company there can be no certainty that
additional funds will be forthcoming, which indicates the existence of a material uncertainty which
may cast doubt about the Company’s ability to continue as a going concern and therefore it may
be unable to realise its assets and discharge its liabilities in the normal course of business. The
financial statements do not include the adjustments that would result if the Company was unable
to continue as a going concern
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be
cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from
net profit as reported in the income statement because it excludes items of income or expense that
are taxable or deductible in otherperiods 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 balance sheet date.
Deferred income tax is provided for using the liability method on temporary timing differences at
the balance sheetdate between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary
differences. Deferred income tax assets arerecognised for all deductible temporary differences
carried forward of unused tax credits and unused tax losses to theextent that it is probable that
taxable profits will be available against which the deductible temporary differences, andcarry-
forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each balance sheet date and
reduced to the extent thatit is no longer probable that sufficient taxable profits will be available to
allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each balance sheet date and are recognised to the extent that is probable
that future taxable profits will allow the deferred income tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of financial position when
the company becomes a party to the contractual provisions of the instrument. At initial recognition,
financial assets and liabilities are measured at fair value. For financial instruments not classified at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition or
issue are added to the initial carrying amount.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
29
Classification and measurement
Financial assets
Financial assets are classified and measured based on the business model for managing them and
the contractual cash flow characteristics. The categories are:
i) Amortised cost: Financial assets held to collect contractual cash flows, where those cash
flows are solely payments of principal and interest (SPPI), are measured at amortised cost
using the effective interest method, less any impairment.
ii) Fair value through other comprehensive income (“FVOCI”): Financial assets held both to
collect contractual cash flows and for sale, where the SPPI criterion is met, are measured
at FVOCI. Changes in fair value are recognised in other comprehensive income (OCI),
except for impairment losses and foreign exchange gains or losses.
iii) Fair value through profit or loss (“FVTPL”): All other financial assets that do not meet the
criteria for amortised cost or FVOCI are measured at FVTPL. Gains and losses arising
from changes in fair value are recognised in profit or loss.
The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial recognition and re-
evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any financial assets at FVOCI or FVTPL
Financial liabilities
Financial liabilities are classified and measured at amortised cost, except for those designated at
FVTPL, which are measured at fair value with changes recognised in profit or loss. The effective
interest method is used to calculate the amortised cost of a financial liability and to allocate interest
expense over the relevant period.
Financial Liabilities, including Convertible loan notes (see below) and, Other payables are initially
measured at fair value, net of transaction costs, and are subsequently measured at amortised cost,
where applicable, using the effective interest method, with interest expense recognised on an
effective yield basis. Due to the short-term nature of Other payables, they are stated at their nominal
value, which approximates their fair value.
Derecognition
A financial asset is derecognised when the contractual rights to the cash flows expire or when the
asset is transferred, and the transfer qualifies for derecognition. A financial liability is derecognised
when it is extinguished — i.e., when the obligation is discharged, cancelled, or expires.
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the
substance of the contractual arrangements entered into and the definitions of a financial liability
and an equity instrument.
Convertible loan notes are a compound financial instrument that contain both a liability and an
equity component. On initial recognition, the fair value of the liability component is determined
using the prevailing market interest rate for similar debt instruments with no conversion feature.
The liability component is subsequently measured at amortised cost using the effective interest
method. Interest payable is recognised within the interest expense line item in the Statement of
Comprehensive Income.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
30
The difference between the proceeds received from the issue of the convertible loan notes and the
fair value of the liability component is recognised in equity as the equity component of the
compound instrument, representing the option holder’s right to convert the instrument into a
fixed number of equity shares of the entity.
Transaction costs are allocated to the liability and equity components in proportion to their initial
carrying amounts. The equity component is not remeasured subsequent to initial recognition.
Upon conversion, the carrying amount of the liability is reclassified to equity and no gain or loss
is recognised. If the loan notes are redeemed rather than converted, any difference between the
redemption amount and the carrying amount of the liability is recognised in profit or loss.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the company
after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net
of direct issue costs.
Operating segments
As the company has not completed an acquisition there is no activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS requires management to make
estimates and assumptions that affect the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated, including expectations of future
events to ensure these estimates to be reasonable.
The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
The Company’s nature of operations is to act as a special purpose acquisition Company. This
significantly reduces the level of estimates and assumptions required.
The going concern status of the Company is considered to be a key judgement. This has been
considered further in note 2 to the financial statements.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
| 2024 | 2023 | |
| £ | £ | |
| Auditors’ remuneration: | ||
| Fees payable to the Company’s auditor for the audit of the Company’s annual | ||
| accounts | 21,600 | 19,200 |
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
31
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the United Kingdom.
No tax is applicable to the Company for the year ended 31 December 2024. No deferred tax asset
has been recognised in respect of the losses carried forward, due to the uncertainty as to whether
the Company will generate sufficient future profits in the foreseeable future to prudently justify
this.
Reconciliation of effective tax rate
| 2024 | 2023 | |
| £ | £ | |
| Loss for the period | ||
| (323,900) | (421,404) | |
| Total tax expense | ||
| - | - | |
| Loss before taxation | ||
| (323,900) | (421,404) | |
| Tax using the applicable corporation tax rate | ||
| - | - | |
| Losses carried forward | (3,521,673) | (3,197,773) |
| Total tax expense included in profit and loss | ||
| - | - |
The corporation tax rate applicable in the year is 25% (2023: 19%).
Due to the losses carried forward the Company is not exposed to any risk arising from the
increase in tax rates that came into effect in April 2023.
6. OTHER RECEIVABLES
| 2024 | 2023 | |
| £ | £ | |
| Prepayments | ||
| 8,440 | 9,487 |
7. CASH and CASH EQUIVALENTS
| 2024 | 2023 | |
| £ | £ | |
| Cash held at bank | ||
| 9,110 | 1,128 |
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
32
8. CONVERTIBLE LOAN NOTES
| 2024 | 2023 | |
| £ | £ | |
| At 1 January | ||
| 213,699 | 213,699 | |
| Convertible Loan Notes issued 3 January 2024 | 23,218 | - |
| Convertible Loan Notes issued 29 November 2024 | ||
| 246,982 | - | |
| Equity element transferred to Other Reserves | (28,188) | - |
| Present value finance costs | ||
| 22,607 | - | |
| Fair value adjustment | 24,600 | - |
| 453,718 | 213,699 |
On 2 October 2024 the Final Repayment Dates for all the outstanding Convertible Loan Notes
were extended to 31 December 2025.
9. OTHER PAYABLES
| 2024 | 2023 | |
| £ | £ | |
| Other Payables | ||
| 70,966 | 148,297 | |
| Accruals | ||
| 25,511 | 191,552 | |
| 96,477 | 339,849 |
10. SHARE CAPITAL
| Shares | £ | |
| Issued, called up and fully paid Ordinary shares of £0.001 each | ||
| At 1 January 2024 | ||
| 148,219,943 | 148,220 | |
| Shares issued 29 November 2024 | 222,407,081 | 222,407 |
| 370,627,024 | 370,627 |
The following rights apply to the holders of the Ordinary shares:
All Ordinary shares are entitled to one vote each.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
33
The profits of the Company available for distribution shall be used to pay dividends to the
holders of Ordinary shares, a dividend equivalent to such amounts as the Directors may
determine and as is approved by the Ordinary Shareholders in general meeting.
11. RETAINED LOSSES
| 2024 | 2023 | |
| £ | £ | |
| Retained earnings represent accumulated losses | ||
| (2,511,695) | (2,187,795) |
12. OTHER RESERVES
| 2024 | 2023 | |
| £ | £ | |
| At 1 January | ||
| 34,350 | 34,350 | |
| Convertible Loan notes – Equity element | ||
| 28,188 | - | |
| At 31 | ||
| st | ||
| December 2024 | ||
| 62,538 | 34,350 |
13. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the period. Diluted
earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
| Loss per share attributable to ordinary shares | |||
| 2024 | 2023 | ||
| Earnings after tax | £ | (323,900) | (421,404) |
| Weighted average number of shares | Unit | ||
| 168,327,981 | 137,436,381 | ||
| Basic and diluted loss per share | |||
| Pence | (0.19) | (0.31) |
Earnings per share (IAS33) requires presentation of diluted EPS when a company could be called
upon to issue shares that decrease earnings per share or increase the loss per share. For a loss-
making company with outstanding share options or warrants, net loss per share would be decreased
by exercise of options. Therefore, per IAS33.36 the antidilutive potential ordinary shares are
disregarded in the calculation of diluted EPS.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
34
14. NET FUNDS/DEBT RECONCILIATION
| Beginning of | Movement in | End of | |
| the period | the period | the period | |
| Cash & cash equivalents | 1,128 | 7,982 | 9,110 |
| Unsecured Convertible Loan Notes | (213,699) | (240,019) | (453,718) |
| (212,571) | (232,037) | (444,608) |
15. DIRECTORS REMUNERATION
| Name of the | |||||||
| Director | |||||||
| Director | |||||||
| fees (£) | |||||||
| Consulting | |||||||
| fees (£) | |||||||
| Bonuses | |||||||
| (£) | |||||||
| Benefits | |||||||
| (£) | |||||||
| Pension | |||||||
| (£) | |||||||
| Total | |||||||
| (£) | |||||||
| Total | |||||||
| (£) | |||||||
| 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2023 | |
| Christopher | |||||||
| Pitman | |||||||
| 8,333 | 2,267 | - | - | - | 10,600 | 57,700 | |
| Martin | |||||||
| Lampshire | |||||||
| 8,333 | - | - | - | - | 8,333 | 25,000 | |
| W Borden James | 8,333 | - | - | - | - | 8,333 | 25,000 |
| Richard | |||||||
| Hartheimer | |||||||
| 8,333 | - | - | - | - | 8,333 | 25,000 | |
| Total | 33,332 | 2.267 | - | - | - | 35,599 | 132,700 |
Said Mbarak Salim Al Digeil who was appointed on 29 November 2024 received no renumeration
during the year.
W Borden James and Richard Hartheimer were appointed for an initial term commencing on 1 July
2016 and ending on completion of the acquisition by the Company of an operating company or business,
at which time each Director shall retire from office and offer himself for re-appointment by the
members. Christopher Pitman and Martin Lampshire were appointed on 28 April 2021 for an initial
term of the earlier of 12 months or the completion of an acquisition by the Company of an operating
company or business.
On 29 April 2022, the Directors appointments were extended until the earlier of (a) completion of an
acquisition by the Company and (b) the first anniversary of the extended appointment unless terminated
earlier by either party giving to the other three months written notice. The appointments were further
extended on 28 April 2023 until the earlier of (a) completion of an acquisition by the Company and (b)
30 April 2024 unless terminated earlier by either party giving to the other three months written notice.
From 1 May 2024 the Directors have agreed to stay in office working on a ad-hoc no fee basis.
During the period to 31 December 2024, there were no staff costs, as no staff were employed by the
Company, other than the Directors fees.
16. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's ability to
continue as a going concern in order to provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital
structure of the Company consists of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
35
17. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash, short-term
deposits, bank loans and overdrafts and various items such as trade receivables and payables, which
arise directly from operations. The Company does not trade in financial instruments.
Financial risk factors
The Company’s activities expose it to a variety of financial risks: currency risk, credit risk, liquidity
risk and cashflow interest rate risk. The Company’s overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Company’s financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited
to the transactions and balances that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual
customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and available funding
through an adequate amount of committed credit facilities by taking into account the maturity of
the Company’s liabilities.. The Company ensures it has adequate resource to discharge all its
liabilities. The directors have considered the liquidity risk as part of their going concern
assessment. (See note 2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the
interest rate on its interest bearing assets closely to ensure favourable rates are secured.
e) Market risk
The Company is not currently active so does not have any exposure to individual market risks.
Fair values
Management assessed that the fair values of cash and short-term deposits, receivables, other
payables, bank overdrafts and other current liabilities approximate their carrying amounts largely
due to the short-term maturities of these instruments.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
36
18. FINANCIAL INSTRUMENTS
The Company’s principal financial instruments comprise cash and cash equivalents, other
receivables and other payables. The Company’s accounting policies and method adopted,
including the criteria for recognition, the basis on which income and expenses are recognised in
respect of each class of financial assets, financial liability and equity instrument are set out in Note
2. The Company do not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk
arises, are as follows:
| 2024 | 2023 | |
| £ | £ | |
| Financial assets measured at amortised cost | ||
| Cash and cash equivalents | 9,110 | 1,128 |
| Total financial assets | ||
| 9,110 | 1,128 | |
| Financial liabilities measured at amortised cost | ||
| Unsecured Convertible Loan Notes | ||
| 453,718 | 213,699 | |
| Other payables | ||
| 96,477 | 339,850 | |
| Total financial liabilities | ||
| 550,195 | 553,549 |
There are no financial assets that are either past due or impaired.
19. PENSION COMMITMENT
The Company has no pension commitments at the end of the period.
20. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management personnel
compensation has been disclosed in note 15.
On 3 January 2024, the Directors subscribed for a total of £23,217.54 new zero coupon convertible
unsecured loan notes (the "New 2024 Loan Notes"). The New 2024 Loan Notes were repayable
on 31 March 2024, do not carry interest and are convertible into ordinary shares at a price of 0.75p.
The subscription is considered to be a 'material related party transaction' for the purposes of DTR
7.3.8R.
During the year the Company entered into transactions to the value of £40,090 for various business
related expenses with 05 Management Ltd, a company owned by Chris Pitman, a Director of the
Company.
On 29 October 2024, the Company announced that the outstanding fees and expenses due to the
Directors amounting to £246,982.20 would be converted to new convertible loan notes, the terms
of which were set out in the Circular issued to Shareholders. The convertion is considered to be a
material related party transaction for the purposes of DTR 7.3.8R.
Boston International Holdings Plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (continued)
37
As reported elsewhere in this report, the Final Repayment Date for all the oustanding convertible
loan notes issued by the Company (including the New 2024 Loan Notes) was extended to 31
December 2025.
During the period, the Company did not enter into any other material transactions with related
parties.
As at 31 December 2025, there wero no salaries or consultancy fees due to the Directors.
21. CONTROL
As at 31 December 2024, Zarara Energy Limited held 222,407,081 ordinary shares, representing
60% of the issued share capital of the Company and 51% of the enlarged fully diluted share capital.
As such, Zarara Energy Limited is considered to be the Company’s ultimate controlling party.
Zarara Energy Limited is a privately held entity, incorporated in Mauritius.
22. WARRANTS
The warrants which were issued to Beaumont Corhish Limited and Peterhouse Capital Limited
on 12 April 2021, expired on 12 April 2024.
23. EVENTS AFTER THE REPORTING DATE
On 4 February 2025, William ('Brock') Henry Tuppeny III resigned as a Director of the Company
for personal reasons.
On 10 March 2025, the Company entered into a bridge loan facility agreement with Zarara Energy
Limited, the Company's 60% shareholder ("ZEL") for the provision by ZEL to the Company of a
bridge loan facility of up to £248,375.34 to be drawn down in tranches to be agreed between the
parties and with an allocation budget to be agreed for each utilisation (the "Loan Facility
Agreement") to assist with the Company’s working capital requirements.
Key terms of the Loan Facility Agreement:
(a) interest is payable by the Company on any utilisation at 10% per annum from the relevant
utilisation date;
(b) any amount drawn down/utilised can be repaid by the Company at any time, but that all amounts
drawn down/utilised (and all accrued interest) is repayable on the earlier of (i) 30 June 2026 or
(ii) the transaction date on which the Company receives funds from a fundraising.
On 10 March 2025, the Company has made a first utilisation request to drawn down £120,943.00
under the Loan Facility Agreement to settle various creditors.
The entering into the Loan Facility Agreement constitutes a 'material related party transaction' for
the purposes of DTR 7.3.
On 9 April 2025, Abdulmunim Sultan Said Bin Brek (a replacement nominee of ZEL) was appointed
as a Director of the Company.