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:
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
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 2025
30 June 2024
31 December 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 10th 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 £'000
As at 30 June 2024 £'000
As at 31 December 2024 £'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 H1 2025
Unaudited H1 2024 £'000
Audited FY 2024
£'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 operations
2,559
-
Rendering of services from contracts with customers at a point in time - continuing operations
2,177
-
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
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 - continuing
(360)
(907)
Loss for the year attributable to equity holders of Parent Company - discontinued
-
(135)
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 vehicles
Total
£'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 £'000
Customer relationships £'000
Website development £'000
Total £'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 (excluding invoice factoring facility)
£'000
£'000
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.
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 2025 £'000
Six- month period to 30 June 2024 £'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 £'000
Six-month period to 30 June 2024 £'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 £'000
Terms
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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