REG - Earnz PLC - Unaudited Interim Results
11/09/2025 07:00
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RNS Number : 8593Y Earnz PLC 11 September 2025
11 September 2025
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.
EARNZ plc
("EARNZ" or the "Company")
Unaudited Interim Results for the six months ended 30 June 2025 (H1 FY25)
H1 25 adj EBITDA positive, ahead of management forecasts
Acquisition of A&D Carbon Solutions Limited ("A&D") 1 July 2025
HSBC Loan of £0.5m to support acquisitions secured
EARNZ (AIM: EARN), an energy services company whose objective is to capitalise
on the drive for global decarbonisation, by building a strong portfolio of
energy services businesses, is pleased to announce its unaudited interim
results for the six-month period ended 30 June 2025.
Financial highlights
· Revenue from continuing operations was £4.7m (H1 2024: NIL) *,
of which Cosgrove and Drew Ltd ("C&D") delivered £4.0m.
· Adjusted EBITDA from continuing operations was ahead of internal
forecasts for H1 2025 at £0.1m (H1 2024: -£0.2m loss).
· Operating loss from continuing operations*: -£0.2m (H1 2024:
-£0.9m)
· Loss before tax from continuing operations*: -£0.4m (H1 2024:
-£0.9m)
· Basic losses per share from continuing operations*: - 0.3p (H1
2024: -3.2p)
· Net cash* (excluding lease liabilities and contingent
consideration): £0.9m (30 June 2024: £3.1m)
· EARNZ Plc signed a £0.5m loan agreement with HSBC to support the
costs of acquisitions on 10 September 2025.
Operational overview
· On 1 July 2025 Earnz Plc purchased A&D Carbon Solutions
Limited ("A&D"), based in Swansea for maximum consideration of £2.8m,
details are set out in Note 20.
· Integration of C&D and South West Heating Services Ltd
("SWH") successfully completed, following their acquisition at the end of
August 2024.
· New contract wins and contract extensions driving revenue and
adj. EBITDA performance ahead of internal targets.
· Board strengthened with the appointment of Peter Smith as CEO.
Outlook
· Strategically positioned to deliver clear growth opportunities in
our market-leading businesses, securing significant organic growth.
· Strong pipeline of target acquisitions to fuel our buy and build
strategy going forwards.
· Continued momentum into the full year with high revenue
visibility from long-term projects and contracts.
* The consolidated financial statements present the results of Earnz Plc and
it's subsidiaries ("the Group"). During FY24 the Group disposed of Verditek
Solar Italy srl, which has been classified as a discontinued operation in
accordance with IFRS 5.
Adj EBITDA is defined as Operating profit before impairment of goodwill,
amortisation and depreciation, share-based payment charges and exceptional
costs which by nature are one off.
Bob Holt OBE, Non-Executive Chairman of EARNZ plc, commented:
"I am delighted with the performance of the business and the delivery of
positive adjusted EBITDA ahead of target.
We move into the second half of the year with confidence in the performances
of our subsidiaries and with an exciting pipeline of potential further
acquisitions. Our plans for the Group remain ambitious."
Enquiries:
EARNZ plc
Bob Holt / Peter Smith / Elizabeth Lake +44 (0) 7778 798 816
+44 (0) 7736 77 7790
+44 (0) 7901 514268
Zeus Capital Limited - Nominated Adviser and Broker
Antonio Bossi / Andrew de Andrade +44 (0) 203 829 5000
Camarco - Financial PR
Ginny Pulbrook/Rachel Scott +44 (0) 7961 315138
EARNZ@camarco.co.uk (mailto:EARNZ@camarco.co.uk)
CHAIR'S REPORT
I'm pleased announce trading results for the six months ended 30 June 2025.
Turnover was £4.7m with adjusted EBITDA of £0.1m.
Of particular interest is the profitable outcome for the period in which the
acquired trading companies created better growth and profitability than
anticipated. As the costs of setting up a public listed company with all the
necessary financial and legal requirements are significant, the Board was not
anticipating a profitable first half start to the year.
In the period the Group also incurred the set-up costs of a new assessor
business.
On 1 July we acquired A&D for maximum total consideration of £2.8m.
A&D are based in Swansea and are a 'one-stop shop' for installation
services under the decarbonisation agenda, across the UK, with a particular
focus in Wales. Predominantly they work on residential properties whose owners
are looking to improve their Energy Performance Certificate ("EPC") rating.
Core activities include internal wall insulation, cavity wall insulation, air
source heat pumps and solar panels.
The business is integrating well into the Group, and I look forward to working
with the team at A&D and to supporting their ambitious performance targets
for the business.
The UK Government is committed to a net zero strategy, and this has provided
opportunities for ourselves and other regeneration service providers to grow
significantly. The key to managing a profitable outturn will be the successful
deployment of capital into areas which provide low risk with long term
profitable growth.
The decarbonisation and net zero sectors are significant, and the Board
anticipate further acquired and organic opportunities will be forthcoming in
the current year. We are continually assessing a number of acquisition targets
with earnings enhancing potential.
I look forward to bringing news of those opportunities in the not-too-distant
future.
Board
On 1 July 2025 Peter Smith was appointed to the Board as CEO. With the
acquisition of A&D Carbon Solutions Limited, this felt like the right time
to bring in an experienced CEO. I am delighted that Peter has joined us, he
brings with him plc extensive knowledge and experience in this sector.
I have now moved to the role of non-executive chair, and John Charlton has
stepped down from the Plc Board but remains Company Secretary.
Outlook
The outlook for the twelve months is encouraging and will include the full
year trading performance of the businesses acquired in our previous trading
year and six months trading from our recent acquisition.
The success of the group would not be possible without the commitment of all
our stakeholders. We are a small team, committed to provide shareholder
returns and rely on the commitment and dedication of our employees.
My special thanks go to our shareholders who have shown great commitment to
the management team.
We anticipate forthcoming news as we continue to pursue opportunities.
Bob Holt OBE
Non-executive Chair
11 September 2025
FINANCE REPORT
Overall, the Group has performed ahead of management forecasts in the period.
This has been achieved by a combination of winning new business in C&D,
together with accelerated bedding down of the businesses into the Group.
The comparatives numbers for H1 2024 reflect the last 2 months of Verditek Plc
and the 4 months of EARNZ Plc as a cash shell and therefore do not provide
relevant comparisons for performance in H1 2025.
Revenue and Operating Profit
Revenue at £4.7m in H1 2025 (H1 2024: nil) is ahead of management forecasts.
C&D delivered £4.0m of revenue (85% of the Group revenue), with 60%
coming from facilities management and small works, and 40% from larger
projects.
SWHS delivered £0.7m of revenue (15% of Group revenue).
Gross profit was £1.3m (H1 2024: nil). Both businesses achieved strong
margins, with a blended Group margin of 27%
The Group adjusted EBITDA for H1 2025 is £0.1m (H1 2024: £0.2m loss).
This result is ahead of management forecast, the Group was not expecting
cumulative positive EBITDA until September 2025. This result has been
achieved as a result of increased revenue, improved processes for controlling
costs in the trading subsidiaries, and discipled cost control in the central
group overheads.
Adjusted EBITDA from continuing operations
30 June 30 June 31 December 2024
2025 2024
£'000 £'000 £'000
Operating Loss (245) (909) (2,806)
Depreciation & Amortisation 125 73
Share based payments 29 23
Exceptional Items:
Acquisition costs 174 580 1,622
Non-recurring audit fee - 68
Other payables 132
Total exceptional items added back 174 712 (1,690)
Adjusted EBITDA 83 (197) (1.020)
Operating loss in H1 2025 is -£0.2m (H1 2024: loss of -£0.9m). Included
within the loss are £0.2m of acquisition costs incurred as part of the Group
buy and build strategy. The Group completed the acquisition of A&D on 1
July 2025 see note 20 for further details on events after the balance sheet
date.
Net finance costs
Net finance costs of £0.1m (H1 2024 £2k income), mainly arise from finance
charges in C&D on borrowings and debt factoring.
Loss after Tax
Loss after tax from continuing operations was -£0.4m (H1 2024: loss of
-£1.0m)
Cash Flows
Cash held at the end of the period was £2.0m (FY24: £2.0m, H1 2024: £3.1m).
Within this cash balance is £0.7m of restricted cash, which relates to an
amount transferred into escrow pending confirmation of the consideration
payable on the acquisition of A&D. See note 13(i).
Net cash outflow from operating activities was £0.6m (H1 2024: £0.8m). The
outflow arises from an increase in debtors as a result of higher revenue and a
decrease in creditors as the historic aged creditors in C&D have been
cleared, together with a payment of £0.1m Corporation Tax in SWHS.
Net cash inflow from financing activities was £0.6m (H1 2024: £4.0m). The
Company raised £1.02m gross on 12 June 2025 at 7.2 pence per share to provide
funding for the acquisition of the entire share capital of A&D for a
maximum consideration of £2.8m and provide additional working capital for the
Group.
£0.3m of debt was repaid in the period (FY24: £0.2m, H1 2024: nil)
As a result of the above, overall cash position is consistent with the
beginning of the period.
The Board does not recommend the payment of a dividend at this stage in the
Group's development.
Net Cash
The balance sheet net cash position (excluding lease liabilities and
contingent consideration) is £0.7m (FY24: £0.3m, H1 2024: £3.1m). Total
contingent consideration is £1.4m, of which £0.2 is within current
liabilities and £1.2m in non-current liabilities.
On 10(th) September EARNZ Plc signed a loan agreement with HSBC for £0.5m.
This loan is repayable by equal instalments over 3 years once it has been
drawn down.
Elizabeth Lake
CFO
11 September 2025
Interim condensed consolidated statement of comprehensive income (unaudited)
For the six months ended 30 June 2025
Unaudited Unaudited Audited
Note H1 2025 H1 2024 FY 2024
£'000 £'000 £'000
Continuing operations
Revenue (3,4) 4,736 - 2,637
Cost of sales (3,448) - (2,289)
Gross profit 1,288 - 348
Administrative expenses (1,533) (909) (3,154)
Operating loss (245) (909) (2,806)
Net finance costs (125) 2 (74)
Other income / (losses) (2) - 1
Loss before tax (372) (907) (2,879)
Taxation (8) 12 - 195
Loss for the period from continuing operations
(360) (907) (2,684)
Discontinued operations
Loss from discontinued operations (6) - (77) (77)
Loss on disposal of discontinued operations (6) - (58) (58)
Loss for the period (360) (1,042) (2,819)
Other comprehensive income
Items that are or may be reclassified to profit or loss:
Exchange differences on translation of discontinued operations - 9 9
Other comprehensive income / (loss) for the period
- 9 9
Total comprehensive loss for the period (360) (1,033) (2,810)
Total comprehensive loss for the period attributable to owners of Earnz plc
arises from:
Continuing operations (360) (907) (2,684)
Discontinued operations - (126) (126)
(360) (1,033) (2,810)
Earnings per share
Basic and diluted (£) (0.003) (0.032) (0.046)
The accompanying notes are an integral part of these financial statements
Interim condensed consolidated statement of financial position (unaudited)
As at 30 June 2025
Note Unaudited Unaudited Audited
As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£'000 £'000 £'000
Non-current assets
Property, plant and equipment (10) 282 2 310
Right-of-use assets (11) 199 - 220
Goodwill (12) 3,577 - 3,577
Intangible assets (12) 974 - 1,003
Deferred tax asset 178 - 130
Total non-current assets 5,210 2 5,240
Current assets
Cash and cash equivalents (13i) 1,971 3,140 1,965
Trade and other receivables (13ii) 1,052 160 1,125
Contract assets (13iii) 437 - 266
Inventories 146 - 145
Other current assets 296 - 197
Total current assets 3,902 3,300 3,698
Current liabilities
Trade and other payables (13iv) (1,799) (394) (1,947)
Contract liabilities (31) - -
Contingent consideration (13v) (180) - (180)
Loans and borrowings (13vi) (911) - (1,110)
Lease liabilities (13vii) (87) - (92)
Tax liabilities - - (64)
Total current liabilities (3,008) (394) (3,393)
Net current assets 894 2,906 305
Non-current liabilities
Contingent consideration (13v) (1,184) - (1,155)
Loans and borrowings (13vi) (159) - (261)
Lease liabilities (13vii) (133) - (153)
Total non-current liabilities (1,476) - (1,569)
Net assets 4,628 2,908 3,976
Capital and reserves
Share capital (14) 4,656 2,515 4,088
Share premium (14) 16,035 14,372 15,621
Share-based payment reserve (15) 52 179 39
Currency translation reserve - - -
Retained earnings (16,115) (14,158) (15,772)
Total equity 4,628 2,908 3,976
The accompanying notes are an integral part of these financial statements.
Interim condensed consolidated statement of changes in equity (unaudited)
For the six months ended 30 June 2025
Share capital Share Premium Share-based payment reserve Currency translation reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 222 12,626 179 (9) (13,116) (98)
Loss for the year - - - - (1,042) (1,042)
Other comprehensive loss - - - 9 - 9
Total comprehensive loss - - - 9 (1,042) (1,131)
Transactions with owners:
Shares issued, net of costs 2,293 1,746 - - - 4,039
Total transactions with owners 2,293 1,746 - - - 4,039
Balance at 30 June 2024 2,515 14,372 179 - (14,158) 2,908
Balance at 1 January 2025 4,088 15,621 39 - (15,772) 3,976
Loss for the year - - - - (360) (360)
Total comprehensive loss - - - - (360) (360)
Transactions with owners:
Shares issued, net of costs 568 414 - - - 982
Transfer of lapsed share-based payments - - (17) - 17 -
Equity-settled share-based payments - - 30 - - 30
Total transactions with owners 568 414 13 - 17 1,012
Balance at 30 June 2025 4,656 16,035 52 - (16,115) 4,628
The accompanying notes are an integral part of these financial statements.
Interim condensed consolidated statement of cash flows (unaudited)
For the six months ended 30 June 2025
Note Unaudited Unaudited Audited
H1 2025 H1 2024 FY 2024
£'000
£'000 £'000
Cash flows from operating activities
Loss before taxation (372) (907) (2,879)
Adjustments to cash flows from non-cash items:
Depreciation (10,11) 73 1 81
Amortisation (12) 51 - 33
Share based payment expense (15) 30 - 23
Loss on disposal of subsidiary - - (77)
Other (gains)/losses 3
Less utilisation of onerous contract provision - - (240)
Bad debt (expense)/write back (25) - 40
Less finance income (10) (8) (39)
Add back finance costs 73 6 113
(177) (908) (2,945)
Working capital adjustments:
(Increase) / decrease in inventories (2) - 8
(Increase) / decrease in trade and other receivables (162) (132) 162
Increase / (decrease) in trade and other payables (139) 243 (308)
Cash outflows from operating activities (480) (797) (3,083)
Income taxes paid (98) - -
Net cash outflows from operating activities (578) (797) (3,083)
Cash flows from investing activities
Interest received 10 8 39
Payment for acquisition of subsidiaries net of cash acquired - - (747)
Purchase of property, plant and equipment (10) (16) (1) (64)
Purchase of intangibles (12) (10) - -
Proceeds from sale of property, plant and equipment 8 - 1
Staff loans issued - - (4)
Net cash (outflows)/inflows from investing activities (8) 7 (775)
Cash flows from financing activities
Proceeds from issue of shares, net of share issue costs (14) 982 4,039 5,663
(Costs)/Proceeds from unauthorised overdraft (2) - 2
Net (repayment) /proceeds from factoring of trade receivables (62) - 139
Factoring fees and interest paid (57) - (39)
Proceeds from related parties - - 339
Repayment of borrowings (13vi) (203) - (89)
Repayment of lease liabilities (13vii) (66) - (73)
Interest paid - - (10)
Net cash inflows from financing activities 592 4,039 5,932
Net cash outflow from discontinued operations - (162) (162)
Net increase/(decrease) in cash and cash equivalents 6 3,087 1,912
Cash and Cash Equivalents at the start of the period 1,965 54 54
Net foreign exchange differences on cash and cash equivalents - (1) (1)
Cash and Cash Equivalents at the end of the period 1,971* 3,140 1,965*
The accompanying notes are an integral part of these financial statements.
* Restricted cash of £0.7m is included in cash and cash equivalents at
30.06.25 (2024:£0.6m) see note 13(i) for further details.
Notes to the condensed financial statements
for the six months ended 30 June 2025
1.0 Corporate Information
The interim condensed consolidated financial statements of EARNZ Plc,
previously Verditek Plc and its subsidiaries (collectively, the Group) for the
six months ended 30 June 2025 were authorised for issue in accordance with a
resolution of the directors on 10 September 2025.
Earnz Plc (the Company) is a public company limited by share capital,
incorporated in the UK, registered in England and Wales (Company number:
10114644) and domiciled in the UK.
The address of its registered office is:
St James House First Floor,
St James House,
St James' Square
Cheltenham,
Gloucestershire,
United Kingdom,
GL50 3PR
The Company's ordinary shares are traded on the Alternative Investment Market
(AIM) of the London Stock Exchange under the ticker symbol EARN.
The Company's strategy is to buy and build leading businesses, with a focus on
decarbonisation and net zero.
2.0 Basis of preparation
The interim condensed consolidated financial statements for the six months
ended 30 June 2025 have been prepared in accordance with IAS 34 Interim
Financial Reporting.
The accounting policies and methods of computation used in the preparation of
the interim financial statements are consistent with those applied in the
Group's most recent annual consolidated financial statements.
The interim condensed consolidated financial statements do not include all the
information and disclosures required in the annual financial statements, and
should therefore be read in conjunction with the Group's annual consolidated
financial statements as at 31 December 2024.
The financial statements are presented in pounds sterling which is the
presentational currency of the Group, and all values are rounded to the
nearest thousand pounds (£'000) unless otherwise stated.
The interim financial statements and accompanying notes have not been audited
or reviewed by the Group's external auditor.
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities. There
have been no material changes in estimates or judgements from those disclosed
in the annual report.
The Group has prepared the financial statements on the basis that it will
continue to operate as a going concern.
The Group's activities are not subject to significant seasonal variation.
2 .1 New standards, interpretations and amendments adopted by the Group
No new accounting pronouncements effective for reporting periods beginning on
or after 1 January 2025 have had a material impact on the interim results.
The following amendments are effective for the period beginning 1 January
2025:
· Lack of exchangeability (Amendments to IAS 21 The
Effects of Changes in Foreign Exchange Rates)
The following amendments are effective for the period beginning 1 January
2026:
· Amendments to the Classification and Measurement
of Financial Instruments (Amendments to IFRS 9 Financial Instruments)
The following amendments are effective for the period beginning 1 January
2027:
· IFRS 18 Presentation and Disclosure in Financial
Statements
· IFRS 19 Subsidiaries without Public
Accountability: Disclosures
The Group is currently assessing the impact of the new accounting standards
and amendments but does not expect these or any other standards issued by the
IASB that are yet to be effective, to have a material impact on the group.
No changes to existing accounting policies are expected as a result of
adopting any amendments.
3. Revenue
The Group derives revenue from the transfer of goods and services over time,
and at a point in time. (H1 2024: at a point in time)
Unaudited Unaudited
H1 2025 H1 2024
£'000 £'000
Rendering of services from contracts with customers over time - continuing 2,559 -
operations
Rendering of services from contracts with customers at a point in time - 2,177 -
continuing operations
Rendering of services from contracts with customers at a point in time-
discontinued operations
- 40
Revenue - continuing 4,736 -
Revenue - discontinued - 40
Revenue is disaggregated further in Note 4, which is the level at which it is
analysed within the business.
4. Segment information
The following tables present revenue and profit for the Group's operating
segments for the six months ended 30 June 2025 and 2024 respectively:
Segmental revenue and gross profit: Revenue Results
H1 2025 H1 2024 H1 2025 H1 2024
£'000 £'000 £'000 £'000
Continuing operations
Commercial and Industrial mechanical and electrical engineering services 4,031 - 1,102 -
Domestic maintenance and heating installations 664 - 186 -
Assessment services 41 - - -
Discontinued operations
Development and commercialisation of clean technologies 40 - (28)
Segmental revenue/profit - continuing operations 4,736 - 1,288 -
Segmental revenue/profit - discontinued operations - 40 - (28)
Head office costs - continuing operations (1,359) (909)
Head office costs - discontinued operations - (49)
Operating loss before acquisition and disposal costs - continuing operations (71) (909)
Operating loss before acquisition and disposal costs - discontinued operations - (77)
Acquisition related costs - continuing operations (174) -
Loss on disposal of discontinued operations - (58)
Operating loss - continuing operations (245) (909)
Operating loss - discontinued operations - (135)
Finance income - continuing operations 10 8
Finance income - discontinued operations - -
Finance costs - continuing operations (135) (6)
Finance costs - discontinued operations - -
Other income - continuing operations -
Other gains/(losses) - continuing operations (2)
Loss before taxation - continuing operations (907)
Loss before taxation - discontinued operations - (135)
Taxation - continuing operations 12 -
Loss for the period from continuing operations (360) (907)
Loss for the period from discontinued operations - (135)
Loss for the period (360) (1,042)
Segmental assets and liabilities Assets Liabilities
At 30 June 2025 At 30 June 2024 At 30 June 2025 At 30 June 2024
£ £ £ £
Commercial and Industrial mechanical and electrical engineering services 5,868 - (3,485) -
Domestic maintenance and heating installations 2,049 - (553) -
Assessment services 190 - (280) -
Development and commercialisation of clean technologies - - - -
Segment assets /(liabilities) 8,107 - (4,318) -
Unallocated assets / (liabilities) 1,005 3,302 (166) (394)
9,112 3,302 (4,484) (394)
Unallocated assets predominantly relate to head office cash balances.
Unallocated liabilities include contingent consideration and head office trade
payables and accruals.
Geographical segments
All of the Group's operations and revenue-generating activities are conducted
in the United Kingdom. As such, no geographical segment disclosures are
provided as the Group operates entirely within one geographic area.
All customers are located in the United Kingdom in the current year (H1 2024:
all Italy)
5. Exceptional items
During the six months ended 30 June 2025, the Group incurred £174k in
relation to corporate advisory, legal and financial due diligence costs
relating to an acquisition (H1 2024: nil).
For further details of the acquisition that completed after the reporting
date, see Note 20 Post balance sheet events.
6. Discontinued operations
There were no discontinued operations during the six months ended 30 June
2025. Comparative amounts for the six months ended 30 June 2024 include
results from discontinued operations as detailed in the Group's annual
financial statements for the year ended 31 December 2024.
7. Impairment testing of goodwill and intangibles
No indicators of impairment have been identified for goodwill or other
intangible assets as at 30 June 2025, and no impairments losses have been
recognised in the period.
8. Taxation
The Group's income tax expense for the six months ended 30 June 2025 was not
material and therefore no further disclosure is provided.
9. Earnings per share
6m ended 30 June 2025 6m ended 30 June 2024
£'000 £'000
Loss for the year attributable to equity holders of Parent Company - (360) (907)
continuing
Loss for the year attributable to equity holders of Parent Company - - (135)
discontinued
Weighted average number of ordinary shares - basic and diluted 103,697 32,092
Basic and diluted loss per share - continuing operations (0.003p) (0.028p)
Basic and diluted loss per share - discontinued operations - (0.004p)
Basic and diluted loss per share (0.003p) (0.032p)
The effects of anti-dilutive potential ordinary shares are ignored in
calculating diluted EPS.
As the Group incurred a loss in the current six-month period and the prior
six-month period, the impact of potential ordinary shares is also
anti-dilutive and therefore excluded from the diluted earnings per share
calculation.
10. Property, plant and equipment
Land and buildings Office equipment Motor Vehicles Plant & Machinery Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2025 42 32 231 14 319
Additions - 16 - - 16
Disposals - - (17) - (17)
At 30 June 2025 42 48 214 14 318
Depreciation
At 1 January 2025 (3) (3) (2) (1) (9)
Charged during the period (5) (5) (17) (2) (29)
Disposals - - 2 - 2
At 30 June 2025 (8) (8) (17) (3) (36)
Net book value at 30 June 2025 34 40 197 11 282
Net book value at 31 December 2024 39 29 229 13 310
11. Right-of-use assets
Land and buildings Motor Total
vehicles
£'000 £'000 £'000
Cost
At 1 January 2025 108 140 248
Additions 27 - 27
Disposals - (13) (13)
At 30 June 2025 135 127 262
Depreciation
At 1 January 2025 (8) (20) (28)
Charged during the period (15) (29) (44)
Disposals - 9 9
Foreign exchange - - -
At 30 June 2025 (23) (40) (63)
Net book value at 30 June 2025 112 87 199
Net book value at 31 December 2024 100 120 220
12. Goodwill and intangible assets
Goodwill Customer relationships £'000 Website development Total
£'000
£'000 £'000
Cost
At 1 January 2025 3,577 1,036 - 4,613
Additions - - 22 22
At 30 June 2025 3,577 1,036 22 4,635
Amortisation
At 1 January 2025 - (33) - (33)
Charged during the period - (50) (1) (51)
At 30 June 2025 - (83) (1) (84 )
Net book value at 30 June 2025 3,577 953 21 4,551
Net book value at 31 December 2024 3,577 1,003 - 4,580
13. Financial assets and financial liabilities
The group holds the following financial instruments:
30 June 2025 31 December 2024
Financial assets £'000 £'000
Cash and cash equivalents (i) 1,971 1,965
Trade and other receivables (ii) 1,052 1,125
Contract assets (iii) 437 266
Other current assets 10 29
Total current financial assets 3,470 3,385
Non-financial current assets 432 313
Total current assets 3,902 3,698
Financial liabilities £'000 £'000
Trade and other payables (iv) (1,290) (1,533)
Contingent consideration (v) (1,364) (1,335)
Loans and other borrowings (incl. Hire Purchase) (vi) (589) (772)
Loans and other borrowings - Factoring liabilities (vi) (481) (599)
Lease liabilities (vii) (221) (245)
Total financial liabilities (3,945) (4,484)
Non-financial liabilities (778) (478)
Total liabilities (4,723) (4,962)
Since 31 December 2024, the Group has not made any changes to the
classification or measurement of its financial instruments.
13(i). Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and short-term
deposits with original maturities of three months or less.
At 30 June 2025 At 31 December 2024
£'000 £'000
Unrestricted cash and bank 1,231 1,382
Restricted cash (VCT funds) 740 583
Total 1,971 1,965
The £0.7m restricted cash at 30 June 2025 relates to an amount transferred
into escrow pending confirmation of the consideration payable on the
acquisition of A&D Carbon Solutions Limited.
At 31 December 2024, the £0.6m restricted cash balance comprised funds raised
through Venture Capital Trust (VCT) investments. In the six-month period to 30
June 2025 the full amount has been invested in accordance with the VCT rules.
13(ii). Trade and other receivables
30 June 2025 31 December 2024
£'000 £'000
Trade receivables 921 995
Less loss allowance (40) (40)
Retentions 171 170
Total trade and other receivables 1,052 1,125
No adjustment to expected credit losses has been recognised during the interim
period as there have been no significant changes in credit risk,
forward-looking macroeconomic indicators, or customer payment behaviour since
the last annual reporting date.
13(iii) Contract assets
As at 30 June 2025, contract assets include amounts relating to certified
revenue for which payment certificates have been issued by the client. These
certifications confirm the performance obligations have been satisfied in
accordance with IFRS 15 and, accordingly, revenue has been recognised.
Under the terms of the contract the client operates a self-billing
arrangement. As a result, although pay certification triggers revenue
recognition, the billing and subsequent cash receipt are dependent on the
client's internal billing cycle. The related invoices are only generated by
the client as part of their payment process, typically under two months after
certification.
The timing difference between certification and client-generated billing on
settlement results in an unbilled contract asset at the reporting date. These
amounts are expected to be invoiced and settled in the normal course of
business in the subsequent period.
As at 30 June 2025, contract assets were as follows:
30 June 2025 31 December 2024
Description £'000 £'000
Other current assets - accrued revenue 437 266
Total contract assets 437 266
The increase in contract assets in the period relates to the commencement of a
new project, in addition to the timing of the client billing cycle resulting
in two months revenue remaining unbilled at the reporting date rather than one
month in the comparative period.
13(iv). Trade and other payables
30 June 2025 31 December 2024
£'000 £'000
Trade payables 1,161 1,224
Accruals 111 288
Payroll liabilities 366 295
Pension liabilities 8 3
VAT and other indirect taxes 94 115
Deferred revenue 40 -
Other payables 19 22
Total trade and other payables 1,799 1,947
13(v). Contingent consideration
The Group continues to recognise a contingent consideration liability related
to the acquisitions of Cosgrove & Drew Ltd and South West Heating Services
Limited in 2024.
During the interim period ended 30 June 2025, the only movement in the
liability was due to the unwinding of the discount, resulting in a finance
cost of £29k recognised in the profit or loss account (2024: nil).
There have been no changes to the key assumptions or payment terms since 31
December 2024.
Movement in contingent consideration 30 June 2025 31 December 2024
£'000 £'000
Opening balance at 1 January 1,335 -
Addition on acquisitions - 1,317
Unwinding of discount 29 18
Closing balance at 31 December 1,364 1,335
Included in current liabilities 180 180
Included in non-current liabilities 1,184 1,155
13(vi). Loans and Borrowings
At 30 June 2025 At 31 December 2024
Maturity analysis - contractual undiscounted liability at period end £'000 £'000
(excluding invoice factoring facility)
On demand 230 307
Less than one year 244 259
One to two years 154 216
Two to five years 16 68
More than five years - -
Total undiscounted cash flows 644 850
Total discounted borrowings
Current - related party loan 225 225
Current - credit cards 5 82
Current - bank borrowings 163 158
Current - HP 38 46
Non-current - bank borrowings 117 200
Non-current -HP 41 61
589 772
Current - Invoice factoring 481 599
Total loans and borrowings 1,070 1,371
Included in current liabilities 911 1,110
Included in non-current liabilities 159 261
13(vii). Lease liabilities
The table below includes the total contractual payments due on leases held by
the Group.
30 June 2025 31 December 2024
Maturity analysis - contractual undiscounted cash flows £'000 £'000
Less than one year 108 108
One to two years 78 88
Two to five years 71 84
More than five years - -
Total undiscounted cash flows 257 280
Total discounted lease 220 245
liabilities
Included in current liabilities 87 92
Included in non-current liabilities 133 153
14. Share capital
30 June 2025 31 December 2024
No. £ No. £
All issued shares are ordinary shares, which are fully paid 116,408,362 4,656,335 102,206,397 4,088,256
Movements in ordinary shares:
Note No. shares Par value Share Premium Total
£ £ £
Balance at 31 December 2024 102,206,397 4,088,256 15,621,115 19,709,371
Share placing 8 April 2024 18(i) 14,201,965 568,079 414,237 982,316
Balance at 30 June 2025 116,408,362 4,656,335 16,035,352 20,691,687
(i) On 12 June 2025, a share subscription of 14,201,965 shares at
0.072 pence, raised £1.02m before share issue costs of £40k.
15. Share-based payments
There have been no significant changes to the Group's share-based payment
arrangements during the interim period ended 30 June 2025 compared to those
disclosed in annual financial statements for the year ended 31 December 2024.
During the period, a small number of unvested share options from a
discontinued legacy scheme lapsed. The cumulative amount previously recognised
in equity in relation to these lapsed options, amounting to £17k (six months
to 30 June 2024: £22k), was transferred to retained earnings in accordance
with IFRS 2.
The Group recognised a share-based payment expense of £30k during the
six-month period ended 30 June 2025 (six months ended 30 June 2024: nil).
For further details on the Group's share-based payment arrangements, refer to
Note 19 of the annual financial statements for the year ended 31 December
2024.
16. Financial risk management
The Group's objectives and policies for managing financial risks, including
credit risk, liquidity risk, and market risk, remain consistent with those
disclosed in the annual financial statements for the year ended 31 December
2024.
There have been no significant changes in the Group's risk exposure or risk
management practices during the interim period ended 30 June 2025.
17. Related party transactions
During the interim period ended 30 June 2025, the Group entered into various
transactions with related parties in the ordinary course of business. The
nature, terms and amounts of significant related party transactions and
outstanding balances are disclosed below:
Key management personnel compensation
Six-month period to 30 June Six- month period to 30 June 2024
2025 £'000
£'000
Short-term employee benefits 151 76
Pension contributions 8 2
Share-based payment expenses 29 -
Total employee benefits 188 78
Transactions with related parties in six-month period to 30 June 2025
Related parties Nature of relationship Nature of transaction Six-month period to 30 June 2025 Six-month period to 30 June 2024
£'000 £'000
Earnz Plc /Cosgrove & Drew Ltd Ultimate parent /subsidiary Intercompany loan 148 -
Earnz Plc / Cosgrove & Drew Ltd Ultimate parent /subsidiary Intercompany sale of services 25 -
Earnz Plc / Cosgrove & Drew Ltd Ultimate parent /subsidiary Pass-through operating expenses 30 -
Earnz Plc /South West Heating Services Limited Ultimate parent /subsidiary Intercompany sale of services 14 -
Earnz Plc / South West Heating Services Limited Ultimate parent /subsidiary Pass-through operating expenses 22 -
Earnz Plc / SW Assessors Limited Ultimate parent / subsidiary Intercompany loan repayment (80)
Earnz Plc / SW Assessors Limited Ultimate parent / subsidiary Intercompany sale of services 10 -
Earnz Plc / SW Assessors Limited Ultimate parent / subsidiary Pass-through operating expenses 4
Earnz Plc (Verditek Plc) /Fly Solar Tech Solutions srl Common Directorship Service agreement-rental income - 42
Earnz Plc (Verditek Plc) /Fly Solar Tech Solutions srl Common Directorship Service agreement - rental payment - (247)
Outstanding balances with related parties
Related parties Nature of relationship Type At 30 June 2025 Terms
£'000
Earnz Plc / Earnz Holdings Limited Ultimate parent /subsidiary Intercompany loan 2,052 Unsecured, interest-free, repayable on demand
Earnz Plc /Cosgrove & Drew Ltd Ultimate parent /subsidiary Intercompany loan 819 Unsecured, interest-free, repayable on demand
Earnz Plc / South West Heating Services Limited Ultimate parent /subsidiary Intercompany loan receivable (VCT) 366 Unsecured, interest-free, repayable on demand
Earnz Plc / South West Heating Services Limited Ultimate parent /subsidiary Intercompany loan payable (321) Unsecured, interest-free, repayable on demand
Earnz Plc / South West Heating Services Limited Ultimate parent /subsidiary Accounts receivable 5 Payment made post-year end
Earnz Plc / SW Assessors Limited Ultimate parent / subsidiary Accounts receivable 2 Payment made post-year end
Earnz Plc / SW Assessors Limited Ultimate parent /subsidiary Intercompany loan 225 Unsecured, interest-free, repayable on demand
Earnz Holdings Limited / South West Heating Services Limited Parent / subsidiary Intercompany loan (39) Unsecured, interest-free, repayable on demand
Cosgrove & Drew Ltd / Bob Holt Director Interest free loan repayable on demand (225) Unsecured, interest-free, repayable on demand
18. Commitments, contingencies and guarantees
There were no capital commitments as at 30 June 2025 (30 June 2024: none)
The Group has provided guarantees to suppliers to secure supply arrangements
in the normal course of business. The maximum amount guaranteed is £0.1m
these would only be called in the event of a subsidiary failing to make
payments. No liability or provision is included in respect of these
guarantees.
The Group has professional indemnity insurance.
19. Distributions made and proposed
No dividends were declared, paid or proposed by the Company during the six
months ended 30 June 2025 (six months ended 30 June 2024: none)
20. Events after the reporting period
On 1 July 2025, the Group acquired all the share capital of A&D Carbon
Solutions LTD at a cost of £2.6m. The initial consideration was £1.1m
comprising cash of £0.8m, of which £0.2m is contingent on performance
targets to 31 December 2025, and £0.3m new ordinary shares in EARNZ plc.
The remaining £1.5m consideration is deferred and contingent upon reaching
EBITDA targets for up to 3 years post completion and is payable 60% cash and
40% new ordinary shares in EARNZ plc.
Subsequently the completion accounts were finalised and an adjustment of
£0.3m has been made to reduce the cash consideration paid to £0.5m,
reflecting the final debt, cash and working capital position in the completion
balance sheet.
As the acquisition occurred after the reporting date, the results and
financial position of the acquired company have not been included in these
financial statements. The Group is currently assessing the fair values of the
identifiable assets acquired and liabilities assumed. Accordingly, the
accounting for this acquisition is provisional and subject to adjustment.
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