Registration number: 11875921

Socius Investments Limited

Contents

Socius Investments Limited

Company Information

Socius Investments Limited

Strategic Report for the Year Ended 30 June 2025

The directors present their strategic report for the year ended 30 June 2025.

Principal activity

The principal activity of the company is that of an investment holding company.

The company's direct subsidiaries are GEM Green Energy Services Limited (GEM GES) and GEM Environmental Building Services Limited (GEM EBS), which are both trading companies.

The principal activity of GEM EBS is that of building services, repairs and maintenance and the installation and maintenance of metering and diagnostic software solutions to meet the latest Energy Act legislation for all heat network providers. The principal activity of GEM GES is that of ongoing development of technology solutions to meet the requirements of the Energy Act for all heat network providers.

For the year under review, the company's subsidiaries have continued building on their core skills to become pioneer providers of energy efficient services and monitoring solutions, through a range of associated proprietary technologies in the form of the Agility, Smart and heat metering software and firmware products.

These enable customers to meet the increasingly stringent regulations surrounding the ever-growing pressure to achieve a national net-zero carbon footprint. High demand for these technology services is driven by necessity for this product, underwritten by Local Authority contracts, and guaranteed by the Energy Act legislation.

Across the period, the company's subsidiaries have continued their financial investment in the ongoing development of the software solutions. £0.8m (2024 - £0.9m) has been invested in continuing to build a team, a suitable infrastructure and so providing advocacy for government and clients in the district heating sector ahead of the introduction of the new Energy Act, for which the company's subsidiaries have identified significant customer solutions through their Agility and Smart offerings.

Given the nature of the company's business, it has no turnover or administrative expenses.

At 30 June 2025 the company had net assets of £1,703,480.

Executive Chairman's Statement and Business Review

I am pleased to provide an update on the companies' subsidiaries progress with their development plans for all of their services, against the backdrop of the most challenging environment post COVID, and the substantial inflationary pressure reported in the 2023 & 2024 annual reports.

This report covers the year ended 30 June 2025.

Socius Investments Limited

Strategic Report for the Year Ended 30 June 2025

Key highlights for the period

• Successful deployment of IOT solutions into Local Authority dwellings enabling customers to measure energy consumption, light levels, ventilation, and mould risks, with this roll-out continuing post period end.

• Growing pipeline with a committed pipeline from Local Authorities of circa £40mn of project works and heat metering and billing works over the next 2 year period.

• Many further consultancy service agreements are in place with Local Authorities to meet the requirements of the Energy Act. Given the impending January 2026 deadline for compliance, the group expect to sign with many more Local Authorities, which will naturally transition into ongoing contracts for our Smart & Agility offerings.

• Continued use of the innovative Agility Software by Westminster City Council. Due to its agnostic approach to measuring and monitoring heat networks and communal heating, it is regarded as a benchmark solution by clients. During the year, the company's subsidiaries have also had Agility trials with Local Authorities including both Royal Borough of Kensington and Chelsea and Lambeth (with OFGEM, the appointed regulator of Heat Networks) and are now finalising terms with both, to ensure their ongoing compliance with the strict regulatory requirements.

• The company's subsidiaries had a significantly improved financial performance in the period with a Normalised EBITDA for the year of £2.4mn. This EBITDA has been on an upward trajectory throughout the year, and the company's subsidiaries have a budgeted Normalised EBITDA of £4.3mn for the financial year to June 2026.

• Strengthening of the management team to ensure that the company's subsidiaries are ideally positioned to capitalise on the opportunities available over the next financial periods and that turnover growth is sustainable and increasingly profitable.

By building on these key achievements the directors believe that the company's subsidiaries are well placed to exploit future opportunities as and when they arise.

Assessment of Risks

• Inflation - the company's subsidiaries' focus is on fighting inflation within the supply chain and the workforce payroll, to match customers’ budget constraints, themselves balanced against residents’ own cost of living pressures. The wider world conflicts and uncertainties continues to drive inflation at above target rates and unchecked this can affect their people, their purchasing power, their clients, and put pressure on annual pricing reviews. By focusing their efforts to support clients in the increasingly demanding legislative landscape and the strict, environmental, and Health & Safety agenda within government, the solutions the company's subsidiaries offer now provide considerable opportunity for them to leverage their expertise to meet clients’ pressing needs and ensure the legislative solutions the company's subsidiaries offer are made a priority.

• Credit - both in the context of credit insurers’ appetite for the wider construction sector, and with the historic losses within the company's subsidiaries, access to credit in the supply chain presents a challenge, especially in the light of the subsidiaries' growth trajectory and the consequent need for further working capital.

The return to profitability in the current year along with substantial increase in projected profitability for FY 2026 achieved will mitigate this risk and diminish it over the next financial year, especially by:
• More focus on margin, profitability and managing the cost base within the Service & Repair business.
• Increasing order book for project work with circa £40mn committed works over the next 2 years.
• Accelerated roll-out of recurring revenue technology providing a stable and growing ongoing recurring revenue stream.

Socius Investments Limited

Strategic Report for the Year Ended 30 June 2025

Corporate Governance

The company's subsidiaries have achieved, and are continually improving on, their ISO Certification and are progressing toward Tier 1 & 2 ESG requirements, which cover activities such as Leadership & Purpose, Board Composition, Director Responsibilities, Opportunity and Risk, Remuneration, Health, and Well-being & Safety.

As of 30 June 2025, the company's subsidiaries hold the following accreditations: ISO -9001, 14001 and 45001; CHAS; Construction Online - Silver and Bronze; Construction line; Social Value; Gas Safe; FORS - Bronze; IGEM; LRQA; NAPIT, NICEIC and Sage Contractor.

The company's subsidiaries review their key policies and terms of reference on an annual basis and make relevant changes to maintain best practices and support ever changing legislation. The company's subsidiaries continue to operate separate Remuneration, Audit, ESG and Health, Well-being and Safety Committees, as befits the importance of these controls within growing companies.

Board Composition

The composition of the board is currently;

Executive Members:
• Mitchell Barney - Executive Chairman
• Keith Harris - Managing Director

Non-Executive Members:
• Gurmail Sidhu - Legal Professional

Other contributors:
• Peter Wall - SME Investor and Mentor

Board meetings

Board meetings are held monthly as a minimum.

At every board meeting the directors review the operational effectiveness, governance, and financial aspects of the group comprehensively, with a particular focus on the overall strategy and KPIs.

Shareholder relations

The board meets with the ultimate shareholders on a regular basis, at a minimum monthly, to review progress towards the strategic goals set.

Research and development

The company's subsidiaries continue to undertake research and development to improve and diversify their service offerings.

Socius Investments Limited

Strategic Report for the Year Ended 30 June 2025

Future Prospects

During the year, the company's subsidiaries have achieved a significant turnaround in financial performance, and the monthly run rate profitability is increasing resulting in a budgeted EBITDA for FY 2026 of £4.3mn.

In addition to the ongoing Servicing & Repair revenues which are the traditional core of the business, the company's subsidiaries have a substantial committed projects pipeline of circa £40m over the next 2 years some of which projects have started. The company's subsidiaries are very focused on both the deliverability and profitability of all revenue streams and therefore work very closely with their supply chain to obtain best pricing and terms to ensure that all works can be completed thoroughly, to the highest standard and in as efficient and quick a timeframe as is reasonably possible without sacrificing quality.

Given the impending January 2026 deadline for Heat Network compliance, we have cultivated further relationships following on from our first contract with Westminster City Council. As a result, the company's subsidiaries are in advanced discussions with numerous Local Authorities with a view to further increasing their technology offering.

Given all the above the business has identified the need to raise additional funds to provide sufficient working capital primarily to further accelerate the roll out of the technology offering. The company has instructed professional advisors to advance this process and the company's leadership is working in tandem with the retained advisors to secure appropriate investment to facilitate ambitious growth plans and allow the company's subsidiaries to become clear market leaders.

Therefore, the company's subsidiaries are looking forward to a most fruitful FY 2026, with a stable service and maintenance business, substantial and growing project works, and an innovative solution for many local authorities and social housing operators exposed to district heat networks and the most pressing statutory requirements. All of this will generate substantial revenues, increased profitability and a stream of ever-increasing recurring revenues. We look forward to the 2026 financial year with much confidence and optimism.

Approved by the Board on 25 September 2025 and signed on its behalf by:

.........................................
M Barney
On behalf of JTMM Investments Limited
Director

Socius Investments Limited

Directors' Report for the Year Ended 30 June 2025

The directors present their report and the financial statements for the year ended 30 June 2025.

Directors of the company

The directors who held office during the year were as follows:

JTMM Investments Limited

G S Sidhu

R J Clarke (ceased 31 July 2025)

K W Harris

Dividends

No interim dividends were declared and paid (2024: £nil). No final dividend is proposed.

Disclosure of information included in the Strategic Report

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial instruments.

Directors' liabilities

Disclosure of information to the auditor

Approved by the director on 25 September 2025 and signed by:



 

.........................................
M Barney
On behalf of JTMM Investments Limited
Director

Socius Investments Limited

Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Socius Investments Limited

Independent Auditor's Report to the Members of Socius Investments Limited
for the Year Ended 30 June 2025

Opinion

We have audited the financial statements of Socius Investments Limited (the 'company') for the year ended 30 June 2025, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Socius Investments Limited

Independent Auditor's Report to the Members of Socius Investments Limited
for the Year Ended 30 June 2025

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities (set out on page 7), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Socius Investments Limited

Independent Auditor's Report to the Members of Socius Investments Limited
for the Year Ended 30 June 2025

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.

We understood how the company is complying with relevant legislation by making enquiries of management and conducting a review of board minutes. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.

We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.

Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.

The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Socius Investments Limited

Independent Auditor's Report to the Members of Socius Investments Limited
for the Year Ended 30 June 2025

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Martin Widdowson (Senior Statutory Auditor)
For and on behalf of

Brebners, Statutory Auditor
130 Shaftesbury Avenue
London
London
W1D 5AR

25 September 2025

Socius Investments Limited

Statement of Income and Retained Earnings for the Year Ended 30 June 2025

Socius Investments Limited

Statement of Financial Position as at 30 June 2025

Approved and authorised by the Board on 25 September 2025 and signed on its behalf by:

 

......................................................................

M Barney
On behalf of JTMM Investments Limited

Director

Company registration number: 11875921

Socius Investments Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

The principal activity of the company is that of an investment holding company.

The principal place of business is:
1 Torriano Mews
London
NW5 2RZ

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

Basis of preparation

Summary of disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS102:

(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments have not been presented
(c) No disclosure has been given for the aggregate remuneration of key management personnel.

Group accounts not prepared

The entity has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of the UK.

These financial statements relate to the year ended 30 June 2025. The comparatives relate to the 15 month period from 1 April 2023 to 30 June 2024.

Socius Investments Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Going concern

The company had net assets at 30 June 2025 of £1,703,480.

As an investment holding company, the company has no significant overheads. Therefore, the company's ability to continue as a going concern is dependent upon the financial position and performance of its trading subsidiaries. The directors of the parent undertaking have produced cash flow forecasts for the group based upon estimated levels of activity which demonstrate that the group has sufficient working capital for a period exceeding 12 months from the approval of the financial statements.

On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Judgements and key sources of estimation uncertainty

Tax

Investments

Share capital

Socius Investments Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

The average number of persons employed by the company during the year, was 0 (2024 - 0).

	Year ended 30 June 2025  £	15 months to 30 June 2024 £
Auditor's remuneration	1,500	2,500

5

Taxation

Tax charged/(credited) in the income statement

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

Socius Investments Limited

Notes to the Financial Statements for the Year Ended 30 June 2025