Unaudited Interim Results

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

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

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

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

Interim condensed consolidated statement of comprehensive income (unaudited)

For the six months ended 30 June 2025

Other comprehensive income

Items that are or may be reclassified to profit or loss:

Total comprehensive loss for the period attributable to owners of Earnz plc arises from:

The accompanying notes are an integral part of these financial statements

Interim condensed consolidated statement of financial position (unaudited)

As at 30 June 2025

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

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

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 strategy is to buy and build leading businesses, with a focus on decarbonisation and net zero.

2.0 Basis of preparation

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 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:

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.

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)

Revenue is disaggregated further in Note 4, which is the level at which it is analysed within the business.

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:

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)

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.

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.

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.

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.

Earnings per share

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.

Property, plant and equipment

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.

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

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:

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

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.

13(vii). Lease liabilities

The table below includes the total contractual payments due on leases held by the Group.

• 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.
• 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.

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.

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

Transactions with related parties in six-month period to 30 June 2025

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.

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)

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.