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REG - Earnz PLC - Interim Results

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RNS Number : 6358Z  Earnz PLC  08 August 2024

EARNZ PLC
 
("EARNZ", the "Company" or the "Group")

 

Interim Results

 

EARNZ plc, (AIM:EARN) an AIM Rule 15 cash shell which is seeking acquisitions
in the energy services sector, is pleased to announce its unaudited interim
results for the six months to 30 June 2024.

 

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.

 

Enquiries:

 

 EARNZ plc                                                           Tel: +44 (0) 7778 798 816

 Bob Holt

 John Charlton

 Elizabeth Lake
 Shore Capital & Corporate Limited (NOMAD & Joint Broker)            Tel: +44 (0) 20 7408 4090
 Tom Griffiths / Tom Knibbs / Lucy Bowden

 Zeus Limited (Joint Broker)                                         Tel: +44 (0)20 7220 1666

 Hugh Morgan / Antonio Bossi / Andrew de Andrade

Executive Chair's Statement

 

On 28 February 2024, at a general meeting, the disposal of the legacy Solar
Business, Verditek Italy srl, and all related business assets of Verditek plc
(the "Solar Business") was approved, in return for satisfaction of the
outstanding bonds and accrued interest. The Solar Business was disposed of on
29 February 2024. This disposal was necessary in order to satisfy outstanding
creditor obligations of the Company, and to avoid putting the Company into
administration.

 

From 1 March, the Company has been regarded as an AIM Rule 15 cash shell,
having ceased to own, control or conduct all, or substantially all, of its
existing trading business, activities or assets. Under the AIM Rules for
Companies ("AIM Rules"), the Company needs to make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14 ("Reverse
Takeover") within 6 months (by 31 August 2024) of becoming an AIM Rule 15 cash
shell. Following the disposal of the Solar Business, the existing Board of
Directors of the Company all resigned with immediate effect, and a new Board
of Directors, was shortly thereafter appointed, being John Charlton and
myself. The Company was renamed EARNZ plc on 6 March 2024.

 

The Company's historic strategy had been to identify early-stage business
opportunities in the clean technology sector, invest in them and see them
through to commercial success. The focus of the new Board, following the
disposal of the Solar Business, has been to seek acquisition targets in the
energy services sector. The Board of Directors believes that this sector
presents some exciting commercial opportunities that will ultimately deliver
positive shareholder value.

 

To enable acquisitions and to fund ongoing working capital requirements of the
Company, there have been equity placements post year end in 2024. On 5 March
2024, shares were issued in the Company to raise £0.3 million. On 8 April
2024, the Company raised a further £3.7 million (before expenses) from the
issue of 9,333,333 shares at 7.5 pence per share. Additionally, the Board of
Directors took steps to amend the Company's capital structure in order to
reduce market volatility and increase liquidity in the Company's shares.
Existing shares in the Company were consolidated, following approval at a
general meeting on 4 April 2024, by exchanging each 100 existing shares for 1
new share.

 

Outlook and AIM Rule 15

 

EARNZ has separately announced today that its wholly owned subsidiary, EARNZ
Holdings Ltd ("EHL"), has entered into two separate sale and purchase
agreements, each conditional on shareholder approval, to acquire the entire
issued share capital of each of Cosgrove & Drew Ltd and South West Heating
Services Ltd (together, the "Acquisitions"). These transactions constitute a
Reverse Takeover and, subject to shareholder approval, will be completed on 29
August 2024. Once the Acquisitions have been completed, the Company will no
longer be classified as an AIM Rule 15 cash shell.

 

The Company has also announced today that it is proposing to raise
conditionally up to £10.0 million (£5.0 million of which is EIS/VCT
qualifying) by way of a placing [and subscription[, subject to shareholder
approval, the net proceeds of which will be used to satisfy the cash
consideration payable for the Acquisitions and to provide working capital for
the enlarged Group.

 

Summary of results

 

The results below relate to trading from 1 January 2024 to 29 February 2024
when the disposal of the Solar Business was completed and the Company became
an AIM Rule 15 cash shell. After re-stating results to separate out
discontinued operations, for the six-month period to 30 June 2024, the Group
incurred administrative expenses of £909,853 and recorded a loss after tax of
£907,711 from continuing operations (H1 2023: £644,576 and a loss after tax
of £671,833). In the six-month period to 30 June 2024 there was a loss from
discontinued operations of £134,292 (H1 2023: £299,156).

 

Board

On 13 March 2024, Elizabeth Lake was appointed as a non-Executive Director of
the Company and on 1 May 2024, Linda Main was appointed as the Senior
Independent Director. On 3 June 2024, Elizabeth Lake was appointed as the
Company's Chief Financial Officer and Sandra Skeete was appointed as an
independent non-Executive Director.

 

Bob Holt OBE

Executive Chair

07 August 2024

 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2024

 

                                                                       Unaudited    Unaudited      Audited

                                                                       H1 2024      H1 2023        FY 2023

                                                                                    Re-presented*  Re-presented*
                                                                 Note  £            £              £
 Continuing operations
 Revenue                                                               -            -              -
 Direct costs                                                          -            -              -
 Gross loss                                                            -            -              -
 Administrative expenses                                               (909,853)    (644,576)      (743,472)
 Operating loss                                                        (909,853)    (644,576)      (743,472)
 Other income                                                          -            -              (556,783)
 Finance Income                                                        7,895        2,143          2,975
 Finance costs                                                         (5,753)      (29,400)       (47,106)
 Loss before tax                                                       (907,711)    (671,833)      (1,344,386)
 Income Tax                                                            -            -              -
 Loss for the period from continuing operations                        (907,711)    (671,833)      (1,344,386)

 Discontinued operations
 Loss from discontinued operations, net of tax                   6     (134,292)    (299,156)      (744,593)
 Loss for the period                                                   (1,042,003)  (970,989)      (2,088,979)

 Other comprehensive income
 Items that are or may be reclassified to profit or loss:
 Translation of foreign operations                                     8,976        (20,454)       (17,137)
 Total comprehensive loss for the period                               (1,033,027)  (991,443)      (2,106,116)

 Total comprehensive loss for the period attributable to: -
 Owners of the Company                                                 (1,033,027)  (991,443)      (2,106,116)

 Loss per share
 Basic and diluted (£)                                           3     (0.032)      (0.219)        (0.436)

 

* Comparative information has been re-presented due to discontinued operation.

 
 

 
 

Condensed Consolidated Statement of Financial Position

As at 30 June 2024

 

                                       Unaudited            Unaudited             Audited

                                       As at 30 June 2024   As at 30 June 2023   As at 31 December 2023
                                                            Restated**
                                 Note  £                    £                    £
 Assets
 Non-current assets
 Property, plant and equipment         2,639                114,400              97,513
 Right of use assets                   -                    -                    306,085
 Other receivables                     -                    556,783              -
 Non-current assets                    2,639                671,183              403,598

 Current assets
 Inventories                           -                    696,452              419,020
 Trade and other receivables           159,641              236,498              170,458
 Cash and cash equivalents             3,140,270            135,357              53,918
 Current assets                        3,299,911            1,068,307            643,396
 TOTAL ASSETS                          3,302,550            1,739,490            1,046,994

 Equity and liabilities
 Non-current liabilities
 Loans and borrowings            4     -                    500,000              522,587
 Lease liabilities                     -                    -                    93,756
 Non-current liabilities               -                    500,000              616,343

 Current liabilities
 Trade and other payables              394,464              483,191              283,742
 Provisions                            -                    -                    30,212
 Lease liabilities                     -                    -                    214,467
 Current liabilities                   394,464              483,191              528,421
 TOTAL LIABILITIES                     394,464              983,191              1,144,764

 Share capital                         2,515,194            177,417              221,860
 Share premium account                 14,371,832           12,205,726           12,626,283
 Share based payment reserve           178,796              383,191              178,796
 Accumulated losses                    (14,157,736)         (11,997,743)         (13,115,733)
 Currency translation reserve          -                    (12,293)             (8,976)
 Non-controlling interests             -                    -                    -
 Total shareholders' equity            2,908,086            756,299              (97,770)
 TOTAL EQUITY AND LIABILITIES          3,302,550            1,739,490            1,046,994

** Comparative restated at the year end due to prior year error, see note 8
for details

 

Condensed Statement of Changes in Equity

As at 30 June 2024

 

 

 

                                                   Issued share capital  Share Premium     Share based payment reserve  Accumulated losses  Currency translation reserve  Non-controlling interest  Total
                                                    £                     £                £                             £                   £                             £                         £
 Balance at 1 January 2023                         177,417               12,205,726        332,806                      (11,026,754)        8,161                         -                         1,697,356
 Loss for the period                               -                     -                 -                            (970,989)           -                             -                         (970,989)
 Translation of subsidiary                         -                     -                 -                            -                   (20,454)                      -                         (20,454)
 Total comprehensive loss for the period           -                     -                 -                            (970,989)           (20,454)                      -                         (991,443)
 Share based payment                               -                     -                 50,385                       -                   -                             -                         50,385
 Balance previously reported at 30 June 2023       177,417               12,205,726        383,191                      (11,942,000)        (14,209)                      (106,887)                 703,238
 Prior year adjustment                             -                     -                 -                            (55,743)            1,916                         106,887                   53,060
 Shareholders' equity at 30 June 2023 Restated     177,417               12,205,726        383,191                      (11,997,743)        (12,293)                      -                         756,298

 Loss for the period                               -                     -                 -                            (1,117,990)         -                             -                         (1,117,990)
 Translation of subsidiary                         -                     -                 -                            -                   3,317                         -                         3,317
 Total comprehensive profit/(loss) for the period  -                     -                 -                            (1,117,990)         3,317                         -                         (1,114,673)
 Issue of shares (net of expenses)                 44,443                420,557           -                            -                   -                             -                         465,000
 Share based payment                               -                     -                 (204,395)                    -                   -                             -                         (204,395)
 Shareholders' equity at 31 December 2023          221,860               12,626,283        178,796                      (13,115,733)        (8,976)                       -                         (97,770)

 Loss for the period                               -                     -                 -                            (1,042,003)         -                             -                         (1,042,003)
 Translation of subsidiary                         -                     -                 -                            -                   8,976                         -                         8,976
 Total comprehensive loss for the period           -                     -                 -                            (1,042,003)         8,976                         -                         (1,033,027)
 Issue of shares (net of expenses)                 2,293,334             1,745,549         -                            -                   -                             -                         4,038,883
 Shareholders' equity at 30 June 2024              2,515,194             14,371,832        178,796                      (14,157,736)        -                             -                         2,908,086
 ** Comparative restated at the year end due to prior year error, see note 8
 for details

 

 

 

 

 

Condensed Statement of Cash Flows

For the 6 months ended 30 June 2024

 

                                                           Note
                                                                 Unaudited    Unaudited  Audited

                                                                 H1 2024      H1 2023    FY 2023
 Operating activities                                            £            £          £
 Loss before tax                                                 (1,042,003)  (970,989)  (2,088,979)
 Adjustment for:
 Depreciation                                                    876          104,722    223,340
 Finance costs                                                   5,753        28,390     61,578
 Finance income                                                  (7,895)      (2,895)    (3,722)
 Impairment of ICSI receivable                                   -            -          556,783
 Loss on disposal of assets                                      134,292      40,519     50,167
 Share based payment expenses/(credit)                           -            50,384     (154,010)
                                                                 (908,977)    (749,869)  (1,354,843)
 Working capital adjustments
 (Increase) / decrease in inventory                              -            (161,493)  115,939
 Increase in trade and other receivables                         (132,269)    (85,130)   (24,884)
 Increase in trade and other payables                            242,608      153,454    8,091
 Cash used in operations                                         (798,638)    (843,038)  (1,255,697)
  Taxation                                                       -            -          -
 Net cash outflow from operating activities                      (798,638)    (843,038)  (1,255,697)

 Investing activities
 Disposal of discontinued operations, net of tax           6     (159,242)    -          -
 Purchase of property, plant and equipment                       (1,415)      -          (2,039)
 Net cash outflow from investing activities                      (160,657)    -          (2,039)

 Financing activities
 Issue of ordinary shares (net of expenses)                      4,038,883    -          465,000
 Convertible loan notes issued                                   -            500,000    500,000
 Interest paid on loans                                          -            (11,885)   (15,229)
 Finance income                                                  7,895        2,895      3,722
 Repayments of corporate green bonds                             -            (328,140)  (324,858)
 Payment of lease liabilities                                    -            (30,096)   (163,217)
 Net cash inflow from financing activities                       4,046,778    132,774    465,418

 Net increase/(decrease) in cash and cash equivalents            3,087,483    (710,264)  (792,318)
 Cash and cash equivalents at the beginning of the period        53,918       842,632    842,056
                                                                 3,141,401    132,368    49,738

 Exchange (losses)/gains on cash and cash equivalents            (1,131)      2,989      4,180

 Cash and cash equivalents at the end of the period              3,140,270    135,357    53,918

 

Notes to the Condensed Financial Statements

 

1.     General Information

 

The Interim Financial Statements are for the six months ended 30 June 2024 and
are presented in British Pounds (£), which is the functional currency of the
parent company.

 

EARNZ plc ("EARNZ" or the "Company" or the "Group") is a public limited
company incorporated, registered and domiciled in England and Wales
(registration number 10114644), whose shares are quoted on the Alternative
Investment Market on the London Stock Exchange. Its registered office is
located at Holborn Gate, 330 High Holborn, London, WC1V 7QH.

 

EARNZ is an AIM Rule 15 cash shell seeking acquisition targets in the energy
services sector.

 

The Interim Financial Statements have been approved for issue by the Board of
Directors on 7 August 2024.

 

2.     Basis of Preparation of Half-year Report

 

The financial information presented in this condensed consolidated interim
report for the half-year has been prepared in accordance with the recognition
and measurement requirements of UK adopted International Accounting Standards
("UK IAS"). The principal accounting policies adopted in the preparation of
the financial information in this Interim Report are unchanged from those used
in the Company's financial statements for the year ended 31 December 2023.

 

They have been prepared in accordance with IAS 34 'Interim Financial
Reporting'. They do not include all of the information required in annual
financial statements in accordance with UK IAS and should be read in
conjunction with the consolidated financial statements for the year ended 31
December 2023. The condensed consolidated interim report has not been reviewed
or audited by our independent auditors.

 

The financial information for the year ended 31 December 2023 presented in
this Interim Report does not constitute the Company's statutory accounts for
that period but has been derived from them.  The Annual Report and Accounts
for the year ended 31 December 2023 were audited and have been filed with the
Registrar of Companies.  The Independent Auditors' Report on the Annual
Report and Accounts for the year ended 31 December 2023 did not contain
statements under s498(2) or (3) of the Companies Act 2006, but did contain a
material uncertainty in relation to going concern, and the audit opinion was
qualified in respect of inventories as the auditor was unable to attend the
stock count at the year end.  The income statement comparative for the year
ended 31 December 2023 included in this Interim Report has been represented to
show discontinued operations separately. The impact of this is set out in note
5.

 

The financial information for the 6 month periods ended 30 June 2023 and 30
June 2024 is unaudited.

 

A copy of the Company's audited consolidated financial statements for the year
ended 31 December 2023 is available on the website https://earnzplc.com/.

 

New Standards adopted as at 1 January 2024

 

Accounting pronouncements which have become effective from 1 January 2024 are:

 

·      IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback).
In September 2022, the IASB finalised narrow-scope amendments to the
requirements for sale and leaseback transactions in IFRS 16 Leases which
explain how an entity accounts for a sale and leaseback after the date of the
transaction.

·      IAS 1 Presentation of Financial Statements (Amendment -
Non-current Liabilities with Covenants) Amendments made to IAS 1 Presentation
of Financial Statements in 2020 and 2022 clarified that liabilities are
classified as either current or non-current, depending on the rights that
exist at the end of the reporting period. Classification is unaffected by the
entity's expectations or events after the reporting date.

·      IAS 7 and IFRS 7 (Amendments - Supplier finance arrangements) -
On 25 May 2023, the IASB issued 'Supplier Finance Arrangements (Amendments to
IAS 7 and IFRS 7)' to add disclosure requirements, and 'signposts' within
existing disclosure requirements, that ask entities to provide qualitative and
quantitative information about supplier finance arrangements.

 

These accounting pronouncements do not have a significant impact on the
Group's financial results or position and no changes to existing accounting
policies were required as a result of adopting any amendments.

 

 

Going concern

 

Following the Disposal, the Company has ceased to own, control, or conduct all
or substantially all its previous trading business, activities and assets and,
on 1 March 2024, became an AIM Rule 15 cash shell.  As such, the Company is
required to make an acquisition or acquisitions which constitute a reverse
takeover under AIM Rule 14 ("Reverse Takeover") or be re-admitted to trading
on AIM as an investing company (which requires, inter alia, the raising of at
least £6.0 million) under the AIM Rules, on or before the date falling six
months from 1 March 2024. If the Company does not complete a Reverse Takeover
in accordance with AIM Rule 14, or otherwise if re-admitted to trading on AIM
as an investing company fails to implement its investing policy to the
satisfaction of the London Stock Exchange within twelve months of becoming an
investing company, the London Stock Exchange will suspend trading in the
Company's AIM securities pursuant to AIM Rule 40.

 

Following the Board changes in March, May and June 2024, the monthly cost of
maintaining the Company has reduced.

 

The directors have a clear strategy to identify Reverse Takeover targets and
have several opportunities in the pipeline. The cash resources of the Company
are sufficient to cover the costs of a Reverse Takeover. As announced this
morning, subject to shareholder approval on 27 August 2024, the Company will
be making two acquisitions before 31 August 2024. However, as the successful
completion of any Reverse Takeover target cannot be assured at this time, the
directors have concluded that a material uncertainty exists as to the
Company's ability to continue as a going concern beyond the AIM Rule 15
timetable. This uncertainty arises primarily because should the Company's
shares be suspended from trading on AIM or its listing is cancelled, the
Company's ability to raise finance for the longer term would be significantly
impaired.

 

Notwithstanding the above, as at the date of approval of the financial
statements, the base case cash flow forecast indicated that no additional cash
resources will be required over the course of the next 12 months. The
directors therefore consider the Group and the Company to be a going concern
and have therefore prepared these financial statements on the going concern
basis. It is noted that management has successfully raised money in the past,
but there is no guarantee that adequate funds will be available when needed in
the future.

 

Dividends

 

        The Directors do not propose the payment of an interim
dividend.

 

Material changes in accounting estimates or judgments

 

The preparation of unaudited interim financial information requires management
to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expenses for the current and its corresponding financial period under
review. Actual results may differ from these estimates.

 

In preparing the unaudited interim financial information, the significant
judgements made by the management in applying the Group's accounting policies
and the sources of estimates uncertainty were consistent with those applied to
the audited financial statements for the year ended 31 December 2023. It is
relevant to note that as the Solar Business was disposed of on 29 February
2024 (see Note 5), the trade-related estimates and judgements such as warranty
provision, stock valuation, other receivables measurement, revenue recognition
and convertible loan note treatment are no longer considered material to the
Group at 30 June 2024.

 

 

 

3.     Loss Per Share

 

The calculation of loss per share is based on the following loss and number of
shares:

                                                           6 months ended 30 June 24  6 months ended 30 June 23  For the year ended 31 December 23
                                                                                      Re-presented*              Re-presented*

 Loss for the period from continuing operations (£)        (907,711)                  (671,833)                  (1,344,386)
 Loss for the period from discontinued operations (£)      (134,292)                  (299,156)                  (744,593)
 Weighted average number of shares:  Basic and diluted     32,092,945                 4,435,383                  4,788,503
 Loss per share (£) - continuing operations                (0.028)                    (0.152)                    (0.281)
 Loss per share (£) - discontinued operations              (0.004)                    (0.067)                    (0.155)
 Loss per share (£) - basic and diluted                    (0.032)                    (0.219)                    (0.436)

 

Basic loss per share is calculated by dividing the loss for the period from
continuing operations of the Group by the weighted average number of ordinary
shares in issue during the period. Due to the loss in the periods and there
are no potentially dilutive ordinary shares, meaning the basic and diluted
loss per share were the same.

On 4 April 2024 a share consolidation was approved, so that every 100 shares
in the Company was consolidated to 1 share. This increased the nominal value
of each share from £0.0004 to £0.04, and reduced the number of shares from
954,649,497 to 9,546,495 shares. Accordingly, the comparative number of shares
at June 2023 and December 2023 has been represented.

 

4.    Loans and Borrowings

                                         6 months ended 30 June 24  6 months ended 30 June 23  For the year ended 31 December 23

                                         £                          £                          £

 Non-current
 Convertible loan notes                  -                          500,000                    522,587
 Total Non-current loans and borrowings  -                          500,000                    522,587

 Total loans and borrowing               -                          500,000                    522,587

 

In May 2023 the Group raised £500,000 in secured convertible loan, with an
associated coupon of 7%. The convertible loan notes were redeemable 2 years
from the date of issue and were convertible at the option of the noteholder
into ordinary shares. As a result of the disposal of Verditek Solar Italy srl
("VSI") on 29 February 2024, there was an agreement with the loan note holders
that the principal of the convertible loan and accrued interest to date was
satisfied, £528,340 in return for the sale of the Solar Business (see Note
5).

 

In February 2024 the Company entered into a loan agreement with Bob Holt,
prior to his appointment as a director of the Company, for up to £300,000, of
which £250,000 was drawn down on 28 February 2024 prior to the disposal of
the Solar Business in order to settle outstanding liabilities of the Group.
The remaining £50,000 was subsequently drawn down. The loan was unsecured and
interest free, convertible in part or in whole at any equity fundraising
undertaken by the Company after the date of the drawdown. The loan was
converted into 4,000,000 ordinary shares on 8 April 2024.

 

 

 

5.   Share capital and reserves

                                            Number of shares  Share capital  Share premium
                                                              £              £
 At 30 June 2023                            443,538,306       177,417        12,205,726
 Issue of ordinary shares 1 September 2023  111,111,111       44,443         420,557
 At 31 December 2023                        554,649,417       221,860        12,626,283
 Issue of ordinary shares 4 March 2024      400,000,000       16,000         262,000
 Issue of ordinary shares 4 April 2024      83                -              -
 Share consolidation 4 April 2024           (945,103,005)     -              -
 Issue of ordinary shares April 2024        53,333,333        213,334        3,547,549
 At 30 June 2024                            62,879,828        451,194        16,435,832

 

On 4 March 2024 400,000,000 ordinary shares were issued at a price of 0.075
pence per share. On 4 April 2024 83 ordinary shares were issued at a price of
0.04 pence per share. On 4 April 2024 there was a share consolidation, so that
every 100 shares in the Company would be consolidated to 1 share. This
increased the nominal value of each share from £0.0004 to £0.04, and reduced
the number of shares from 954,649,500 to 9,546,495 shares. On 8 April 2024
53,333,333 ordinary shares were issued at a price of 7.5 pence per share.

 

There have been no new options granted or exercised in the period and options
over 2,700,000 shares were forfeit as part of the agreement to dispose of the
Solar Business, see Note 5. Following the share consolidation on 4 April 2024,
the number of options outstanding and exercise price was amended accordingly.
A further 22,500 warrants lapsed during the period. The number of shares
outstanding on which options have been granted at 30 June 2024 is 6,667: (30
June 2023: 19,500,000).

 

 

                            Number of share options                       Weighted average strike price  Weighted average term

                                                     Number of warrants
                                                                          (pence)                        (years)
 Opening at 1 January 2024  3,700,000                2,250,000            4.68                           3.8

 Forfeit                    (3,033,334)              -                    (1.35)                         (3.4)
 Share consolidation        (659,999)                (2,227,500)          330.38                         -
 Lapsed                     -                        (22,500)             46.29                          0.3
 At 30 June 2024            6,667                    -                    380.00                         0.7

 

 

6.   Discontinued operations

 

On 28 February 2024 the Company's members approved the disposal of wholly
owned subsidiary Verditek Italy srl and all related business assets of the
Company (collectively, "Solar Business") to a newly incorporated private
company, Verditek Solar Limited, in return for satisfaction of the outstanding
secured convertible loan notes and accrued interest, £528,340 (see Note 4).
Verditek Solar Limited is a company owned by the convertible loan note
holders.  The disposal of the Solar Business included:

-     All issued share capital in Verditek Solar Italy srl

-     All intellectual property rights associated with the Group's solar
operations

-     The Company's interest in an agreement with Net Zero Valley, an
unrelated third party, to develop a solar panel manufacturing plant in Italy

-     The Company's interest in the joint development project with
Paragraf Limited

-     Any monies receivable from the earn-out agreement from the sale of
Industrial Climate Solutions Inc, which was disposed of by the Group in 2022.

 

On 29 February 2024, the Company completed the disposal of the Solar Business.
The results for the discontinued operations were not previously classified as
discontinued or held for sale in the 31 December 2023 year-end financial
statements as the criteria for such classification were not met as at that
date. The results of the discontinued Solar Business is presented below for
the period, along with comparative information:

 

 

                                                                   H1 2024    H1 2023    FY 2023
 Results of discontinued operations                                £          £          £
 Revenue                                                           39,507     254,958    606,260
 Expenses                                                          (116,246)  (554,114)  (1,350,853)
 Pre-tax result from operating activities                          (76,739)   (299,156)  (744,593)
 Income tax                                                        -          -          -
 Post tax result from operating activities                         (76,739)   (299,156)  (744,593)
 Loss on sale of discontinued operation                       6B   (57,553)   -          -
 Income tax on sale of discontinued operation                      -          -          -
 Loss from discontinued operation, net of tax                      (134,292)  (299,156)  (744,593)

 Other comprehensive income
 Items that were or may be reclassified to profit or loss:
 Translation of foreign operations                                 8,976      (20,454)   (17,137)
 Total comprehensive loss from discontinued operations             (125,316)  (319,610)  (761,730)

 Loss per share - basic and diluted*                           3   (0.004)    (0.067)    (0.155)

* For comparability purposes, loss per share for comparative periods has been
represented based on a reduced number of shares resulting from the share
consolidation in April 2024 referred to in Note 3.

 

The loss for the period from discontinued operations, £134,292, was entirely
attributable to the owners of the Company. The loss for the period from
continuing operations, £907,711, was entirely attributable to the owners of
the Company.

                                                         H1 2024    H1 2023    FY 2023
 6A. Cashflows used in discontinued operations           £          £          £
 Net cash used in operating activities                   2,493      (166,726)  (39,812)
 Net cash used in investing activities                   (161,735)  -          -
 Net cashflow for the period                             (159,242)  (166,726)  (39,812)

 Costs of disposal paid in cash                          (151,887)  -          -
 Cash and cash equivalents disposed of                   (9,848)    -          -
 Net cash used in investing activities                   (161,735)  -          -

 

 6B. Carrying amounts of assets and liabilities as at the date of sale            £
 Property, plant and equipment                                                    81,532
 Right of use assets                                                              266,674
 Inventories                                                                      414,011
 Trade and other receivables                                                      147,404
 Cash and cash equivalents                                                        9,848
 Trade and other payables                                                         (210,482)
 Lease liabilities                                                                (270,092)
 Provisions                                                                       (29,832)
 Net assets on disposal                                                           409,063

 Non- cash consideration - convertible loan principal and interest satisfied      528,340
 Costs of disposal paid in cash                                                   (151,887)
 Carrying amount of net assets on disposal                                        (409,063)
 Carrying amount of Company plant & equipment on disposal                         (9,981)
 Foreign exchange including reversal of translation reserve                       (14,962)
 Loss on sale of discontinued operation                                           (57,553)

 

7.   Events after the reporting date

 

There were no events after the reporting date.

 

8.   Prior period restatement

 

During 2023, the Group determined that the Non-Controlling Interest Reserve
recognized at prior balance sheet dates in connection with BBR Filtration
should have been released to accumulated losses during 2021. A correction to
the opening balance sheet position as at 1 January 2022 was presented in the
31 December 2023 year end financial statements. During 2023 it was determined
that a provision against a recoverable VAT balance recognized in prior years
should have been partially reversed in 2022, as there was information
available at the time which suggested that it was recoverable. A prior year
adjustment has been made as a result of there being an error identified in the
estimate made as at 31 December 2022.

 

The errors described have been corrected at 30 June 2023 by restating each of
the affected line items for prior periods. The impact on shareholders' equity
and assets is summarized as follows:

 

 Consolidated statement of financial position  Impact of correction error
                                               As previously reported  Adjustment  As restated
 30 June 2023                                  £                       £           £
 ASSETS
 Trade and other receivables                   183,437                 53,060      236,497
 SHAREHOLDERS' EQUITY
 Accumulated losses                            (10,971,011)            (55,743)    (11,026,754)
 Currency translation reserve                  (14,209)                1,916       (12,293)
 Non-controlling interests                     (106,887)               106,887     -

 

 

9.   Copies of the interim report

 

Copies of this interim report will be available on the Company's website at
https://earnzplc.com/ and from the Company's registered office, Holborn Gate,
330 High Holborn, London, WC1V 7QH.

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