Boston International - Unaudited Half-year Report to 30 June 2025

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or "the Company")

30 September 2025

UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025

Boston International Holdings Plc, formed in November 2015, which operates as a special purpose acquisitions company (SPAC) to undertake one or more acquisitions of target companies or businesses, announces its unaudited half year report for the six months ended 30 June 2025.

Chairman's Statement

I have pleasure in presenting the interim results of Boston International Holdings Plc for the six months ended 30 June 2025.

During the financial period under review, the Company reported a net loss of £74,976, being the administrative expenses incurred. As of 30 June 2025, the Company had cash reserves of £3,908.

A review of the key events in the period:

-       On 22 January 2025, the listing on the FCA's Official List and trading on the London Stock Exchange's main market for listed securities of the Company's 148,219,943 ordinary shares, which is the issued share capital prior to completion of the subscription by Zarara Energy Limited ("ZEL") (completed on 29 November 2024), were restored to listing on the FCA's Official List and to trading on the London Stock Exchange's main market for listed securities. This restored listing and trading does not extend to the 222,407,081 ordinary shares issued to ZEL on completion of the subscription.

-      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 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.

(c)    At 30 June 2025, £61k has been drawn down under the Loan Facility Agreement.

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.

During the period the Board continued to discuss suitable acquisition targets and will update Shareholders when it is able to do so.

Christopher Pitman

Chairman

Interim Management Report

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 Company's 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.

Following the 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.

Principal Risks and Uncertainties

The Company is subject to a number of risk factors. The Directors have identified the following key risks in the second six months of this financial year. Other risk factors not presently known or currently deemed immaterial may also apply.

·      The Company is dependent on its directors, in particular the Chairman, to manage the Company and its future strategy.  If the Company were to lose the services of the Chairman, it could have a material adverse effect on the Company and its ability to implement its future strategy.

·      The Company is a shell company as defined by UKLR13 hose main aim is to acquire an operating business. There is an inherent risk in evaluation of any potential acquisition target and although the Company and the Directors will evaluate risks pertaining to a particular target, there can be no certainty that all of the significant risks can be identified or properly assessed.

The Company intends to finance any acquisition through the issue of Ordinary Shares, however it may be the case that any such acquisition may be only partially funded by equity and the Company may need to raise substantial additional capital to fund any acquisition. Whilst the Company continues its assessment of potential acquisition opportunities 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 an acquisition.

Responsibility Statement

The Directors are responsible for preparing the Interim Report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTRs") and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).

The Directors (all non-executive) being Christopher Pitman, W Borden James, Said Mbarak Salim Al Digeil and Abdulmunim Sultan Said Bin Brek confirm that to the best of their knowledge:

·    the interim 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 interim financial statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting' as contained in UK-adopted International Accounting Standards and that as required by DTR 4.2.7R and DTR 4.2.8R, the Interim Report gives a fair review of:

-      important events that have occurred during the first six months of the year;

-      the impact of those events on the financial statements;

-      a description of the principal risks and uncertainties for the remaining six months of the financial year; 

-      details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 30 June 2025; and

-      any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

By order of the Board

Christopher Pitman

Chairman

29 September 2025

Boston International Holdings plc

Condensed Statement of Comprehensive Income

Boston International Holdings plc

Condensed Statement of Financial Position as at 30 June 2025