BOSTON INTERNATIONAL HOLDINGS PLC

Annual Report • Jun 16, 2025

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 International 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 1 148 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 8,440 9,487 Cash and cash equivalents 7 9,110 1,128 TOTAL CURRENT ASSETS 17,550 10,615 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 10 370,627 148,220 Share premium 1,545,885 1,462,292 Other reserves 12 62,538 34,350 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 22,607 - Changes in working capital Other receivables 1,047 18,594 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 306,000 180,000 Net cash inflow from financing activities 576,200 180,000 Net increase/(decrease) in cash and cash equivalents 7,982 (48,552) Cash and cash equivalents at beginning of period 1,128 49,680 Cash and cash equivalents at end of period 9,110 1,128 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 - - 28,188 - 28.188 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 Stock 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. iso4217:GBP xbrli:shares iso4217:GBP xbrli:shares 213800OVVYT6ZUJUXD69 2024-01-01 2024-12-31 213800OVVYT6ZUJUXD69 2024-12-31 213800OVVYT6ZUJUXD69 2023-12-31 213800OVVYT6ZUJUXD69 2023-01-01 2023-12-31 213800OVVYT6ZUJUXD69 2022-12-31 213800OVVYT6ZUJUXD69 2022-12-31 ifrs-full:IssuedCapitalMember 213800OVVYT6ZUJUXD69 2022-12-31 ifrs-full:SharePremiumMember 213800OVVYT6ZUJUXD69 2022-12-31 ifrs-full:OtherReservesMember 213800OVVYT6ZUJUXD69 2022-12-31 ifrs-full:RetainedEarningsMember 213800OVVYT6ZUJUXD69 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800OVVYT6ZUJUXD69 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800OVVYT6ZUJUXD69 2023-01-01 2023-12-31 ifrs-full:OtherReservesMember 213800OVVYT6ZUJUXD69 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800OVVYT6ZUJUXD69 2023-12-31 ifrs-full:IssuedCapitalMember 213800OVVYT6ZUJUXD69 2023-12-31 ifrs-full:SharePremiumMember 213800OVVYT6ZUJUXD69 2023-12-31 ifrs-full:OtherReservesMember 213800OVVYT6ZUJUXD69 2023-12-31 ifrs-full:RetainedEarningsMember 213800OVVYT6ZUJUXD69 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800OVVYT6ZUJUXD69 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 213800OVVYT6ZUJUXD69 2024-01-01 2024-12-31 ifrs-full:OtherReservesMember 213800OVVYT6ZUJUXD69 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsMember 213800OVVYT6ZUJUXD69 2024-12-31 ifrs-full:IssuedCapitalMember 213800OVVYT6ZUJUXD69 2024-12-31 ifrs-full:SharePremiumMember 213800OVVYT6ZUJUXD69 2024-12-31 ifrs-full:OtherReservesMember 213800OVVYT6ZUJUXD69 2024-12-31 ifrs-full:RetainedEarningsMember