The directors present the strategic report for the year ended 31 March 2025.
The Group reported another strong year of trading to 31 March 2025 and continued to evolve in line with its overall strategy which is based around being a one stop shop and leading name in the home improvement energy efficiency sector.
The Group reported growth across a number of areas of the business and increased headcount with the recruitment of some excellent new talent further strengthening the respective teams. It has also placed an emphasis on improving its internal processes across the various subsidiaries, with a particular focus having been placed on installations, processing leads and the in-house tech team.
Diversification remains another key area of focus for the Group, as it looks to reduce its reliance on the ECO sector (funded) and further increase its presence in the able to pay (private) sector. This sector presents huge opportunities for growth, which the Group is well positioned to take advantage of.
The results for the year are summarised below:
2025 2024
Turnover (£’000) 36,898 40,865
Profit before tax (£’000) 3,937 5,584
Going Concern
As explained in more detail in note 1.4 the directors have the expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements, the going concern assessment period.
Amongst other commercial considerations, the directors have based their going concern assessment on a financial model which includes cash flow forecasts which indicate that, taking account of the recent budget announcements and other factors which might result in a reasonably plausible downside scenario, the group will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
In the recent Autumn budget, the government announced the cessation of the ECO scheme on 31st March 2026. This came as no surprise, with Labour’s manifesto pledging to increase the spend allocated for improving the energy efficiency of properties in the UK when they came to power.
It is anticipated that the ECO scheme will be replaced by the Warm Homes Plan, and whilst the Group is optimistic regarding its launch and the role that the Group can play in its delivery, the details and final plan for its roll out have not yet been confirmed at the time of writing.
Proactive risk management and a continued commitment to sustainability has guided the Company’s strategy towards a more robust operational model, aiming to reduce carbon emissions and enhance energy efficiency across the UK which is core to its mission statement. The Company’s risk management policies seek to limit the financial risk to the Company as described below.
1. ECO Scheme Audits
A principal risk for the Group is based around ensuring the projects it submits to the Utility companies are OFGEM compliant. Non-compliant measures carry a risk of clawback which in turn would affect the financial performance of the business. The Group manages and mitigates this risk by incorporating robust compliance processes, especially across its external network of installers. These include a thorough onboarding process, including test projects with ongoing RDSAP and ECO compliance checks alongside ongoing training and support. The Group’s financial statements include a provision for potential clawbacks.
2. Liquidity Risk
Liquidity is managed by assessing both short and medium term cash flows of the Group on a regular basis.
3. Price Risk
The Group is exposed to the risk of the financial impact of changes in both customer and supplier pricing in its managing agent business, which it proactively monitors and manages through its contractual positions. In its installation business, the Group is exposed to material price increases and general inflation, with strong relationships having been developed with key members of its supply chain to try and manage this risk. The Group monitors pricing through regular procurement exercises, with the ability to bulk buy materials also assisting in somewhat mitigating this risk.
4.Supply Chain Risk
The Group continues to invest in the training & upskilling of its current workforce, and has also recruited a number of apprentices in its installation business as it takes steps to mitigate the risk of a skills shortage.
5. Credit Risk
The Company is exposed to credit risk when customers may potentially fail to meet their obligations. Credit risk is monitored through the undertaking of external credit checks for both new and existing customers, with deposits being taken ahead of works commencing for installations in the private sector.
The UK government’s agenda on addressing climate change remains ever present and of upmost importance. The Group’s overall mission is to improve the energy efficiency of buildings across the UK, which reduces carbon emissions and therefore helps fight global warming. As long as the UK continues to play its part in tackling climate change, the Group’s services will continue to be in high demand.
With the current ECO4 scheme coming to an end on 31st March 2026, details of its replacement, The Warm Homes Plan, are yet to be confirmed. Whilst there is market uncertainty around its roll-out at present, the managing agent business has an experienced team, highly-trained in all aspects of energy efficient home improvement compliance and quality assurance. These transferrable skills will enable a smooth transition to the Warm Homes Plan and the way it will be administered.
Regardless of which scheme is operating in the UK, there is expected to be little or no change from an installation perspective. The launch of the Warm Homes Plan, combined with growth in the Group’s able to pay offering and initiatives with major utility companies, provide reason for optimism for 2026. Next year will also see a rebrand, including a new website and big focus on our customers’ journey, which is a key part of the Group’s strategy to be a leading name in the energy efficiency home improvements market.
This statement which forms part of the Strategic Report, is intended to show how the Company’s Directors have approached and met their responsibilities under section 172 Companies Act 2006 during the financial year. The statement has been prepared in response to the obligations as set out in the Companies (Miscellaneous Reporting) Regulations 2018.
As required by section 172 of the UK Companies Act 2006, a Director of a Company must act in a way they consider, in good faith, would most likely promote the success of the company for the benefit of its members as a whole.
In doing this, the Directors must have regard, amongst other matters, to the:
Long-term consequences of decisions
The Board’s decision-making framework emphasises the long-term sustainability and resilience of the business. Strategic decisions are assessed with reference to their expected long-term impact on financial performance, operational capability, risk profile and reputation.
During the year, the Board considered the long-term implications of key strategic decisions, ensuring that short-term performance objectives were balanced against the Group’s longer-term strategy and commitments. Examples include:
The acquisition of the minority shareholding of three subsidiaries following a change of control of the group;
Negotiating new contractual arrangements with key stakeholders in the energy sector; and
Further investment into its in-house Tech team to further the development of its in-house solution for project management.
Interests of employees
The directors recognise that employees are fundamental to the Group’s success. The Board receives regular updates on workforce matters, including engagement, wellbeing, diversity and inclusion, talent development, and health and safety.
Employee feedback is gathered through engagement surveys, and key themes are reported to the Board. During the year, the Board considered employee interests when making decisions relating to recruitment, retention, promotions and re-organisation of key roles.
Relationships with suppliers, customers and others
The Group aims to build strong, long-term relationships with its customers, suppliers, and key stakeholders in the utilities sector and within Local Authorities. The Board monitors customer satisfaction, service quality, and supplier performance through regular management reporting.
When making decisions, the directors considered the importance of maintaining fair and responsible relationships across the supply chain, including payment practices, ethical standards, and continuity of supply. The Board also reviewed key customer and supplier risks and opportunities during the year.
Impact on the community and the environment
The directors acknowledge the Group’s wider responsibilities to the communities in which it operates and to the environment. Environmental, social and governance (ESG) matters are integrated into the Group’s strategy and risk management processes.
During the year, the Board considered the environmental impact of the Group’s operations, including energy use and waste, and supported actions aimed at reducing adverse impacts and contributing positively to local communities. The Group also engaged in a variety of projects aimed at supporting schools and sports teams.
Maintaining high standards of business conduct
The Board is committed to maintaining a reputation for high standards of business conduct. The Group operates under a framework of policies and procedures, including codes of conduct, anti-bribery and corruption policies, and whistleblowing arrangements.
The directors considered compliance, ethical behaviour, and risk management when making decisions, and received regular reports on governance, internal controls, and regulatory matters.
Acting fairly between members of the Company
The directors seek to ensure that decisions are taken fairly and transparently, having regard to the interests of all shareholders. The Board maintains an active dialogue with shareholders and considers their views when making significant decisions.
Conclusion
The directors consider that, through the governance structures, stakeholder engagement activities and decision-making processes described above, they have acted in a manner consistent with their duty under Section 172(1) of the Companies Act 2006 throughout the financial year.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 13.
Ordinary dividends were paid amounting to £784,614.
The directors have proposed a dividend of £1,557,265 with the intention for it be voted before 31st December 2025.
No preference dividends were paid.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Strategic Report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company’s strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors’ report. It has done so in respect of the business, principal risks and uncertainties and financial risk management.
In the recent Autumn budget, the government announced the cessation of the ECO scheme on 31st March 2026. It is anticipated that the ECO scheme will be replaced by the Warm Homes Plan, although no further details have been provided yet regarding its proposed roll-out.
Following the period end, on the 4th November 2025 the company introduced an EMI Share Option Scheme. Key group employees were granted options which entitled them to acquire a maximum of 1,391 non-voting Growth Shares of £0.01per share for an exercise price of £0.01 per share. The scheme was introduced for commercial reasons so that the Group can, in addition to the incentives granted directly in the Subsidiaries, retain the services of the Option Holder.
On 4th November 2025, the company reclassified 460 B3 Ordinary Shares to 460 Deferred Shares.
An unsecured loan provided by Charles Street Commercial Investments Limited amounting to £1,100,000 (2024: £1,100,000) was repaid on the 23rd October 2025. The interest rate of which was 9.96% and variable with 28 days notice.
In December 2025 the directors proposed to redeem £2,000,000 of the Preference Shares with the intention that the proceeds will be paid on or before 31st December 2025.
In December 2025 the directors proposed an ordinary dividend of £1,557,265.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of The Improveasy Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
The directors have prepared the financial statements on the going concern basis as they have the expectation that the group has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements. They have also concluded that there are no material uncertainties that could cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (the going concern assessment period).
In assessing whether the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate, we used our knowledge of the group, its industry and an evaluation of management’s plans for future actions to identify the inherent risks and how they might affect the Group’s ability to continue operations over the going concern period. The risks that we considered the most likely to adversely affect the Group’s financial resources over the going concern period are those that affect the volume of delivery of installations of energy saving measures into homes as part of the transition from the governments ECO4 scheme to the Warm Homes Plan following recent budget announcements. These risks include potential delays in the Warm Homes Plan administration. These risks are largely outside the control of the group until formal plans are announced by the government.
We considered whether these risks could plausibly affect the liquidity in the going concern period by critically assessing the directors’ assumptions and sensitivities over the volume and timing of installations and how they could adversely the group’s financial forecasts taking into account a severe but plausible downside to the level of volumes.
We also considered management’s plans for future actions and how realistic and feasible they are likely to be in mitigating a plausible downside scenario by growing other revenue streams and re-organising parts of the business. This included reviewing contractual arrangements in place and reviewing third party correspondence surrounding the other revenue streams.
Taking into account all of the evidence obtained we considered whether the going concern disclosure note 1.4 of the financial statements gives a full and accurate description of the directors’ assessment of going concern.
Based on the work we have performed, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. We have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for the going concern assessment period. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group will continue in operation.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company and its subsidiaries through discussions with directors and other management, and from our commercial knowledge and experience of the industry;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
considering the nature of the group's industry and opportunity for fraud in respect of fraudulent submissions under the ECO scheme
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions
obtained an understanding of any instances that may have come to light in the period between the year end and the date of signing the audit report which may bring into question the validity of amounts in the financial statement which are based on estimates or judgements
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of in-house HR professional as to actual and potential litigation and claims; and
enquiring of directors & management of each component in the group as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
The notes on pages 21 to 46 form part of these financial statements.
The notes on pages 21 to 46 form part of these financial statements.
The notes on pages 21 to 46 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,984,768 (2024 - £116,036 profit).
The Improveasy Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Station House, Stamford New Road, Altrincham, England, WA14 1EP .
The group consists of The Improveasy Group Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.
The consolidated group financial statements consist of the financial statements of the parent company The Improveasy Group Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The directors have the expectation that the group has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements, the going concern assessment period. Amongst other commercial considerations, the directors have based their assessment on a financial model which includes cash flow forecasts which indicate that, taking account of the factors as outlined below, the group will have sufficient funds to meet its liabilities as they fall due for the assessment period.
In the November 2025 budget, the government announced the cessation of the ECO4 scheme, with it to be replaced by the Warm Homes Plan. At the time of approving the financial statements, the current ECO4 scheme is planned to end in March 2026, with a 9 month extension being anticipated to allow for the gradual transition to the new Warm Homes Plan. Management have modelled reduced delivery from the ECO4 scheme up until the conclusion of the expected extension in December 2026, with the Warm Homes Plan having been modelled to gain momentum from its anticipated launch in April 2026. In order to try and partially mitigate the risk of any potential delays in transition the group has been investing its efforts in growing other divisions, notably ‘Able to Pay’ which will provide a further revenue stream to Group. The Group benefits from strong cash reserves and in the event of material changes or delays to the proposed Warm Homes Plan the group would reduce costs accordingly.
The directors have prepared and reviewed a financial model which includes cash flow forecasts with reasonably plausible downside scenarios as a potential result of significantly reduced delivery in the period of transition from the ECO4 scheme to the Warm Homes Plan. Cashflow is monitored monthly and discussed at Board Meetings, with subsidiary level cash forecasts being monitored at the same time.
Whilst the Group has supportive investors, its ability to secure external finance if required is expected to further improve through the projected growth of other revenue streams.
Consequently, the directors are confident that the group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue generated from ECO scheme:
The group has contracts with utility companies for the delivery of qualifying measures under OFGEM’s ECO scheme. The group earns revenue from the sale of qualifying measures to the utility companies. Revenue is measured based on the price agreed with the utility company. Significant risks and rewards of ownership are transferred on submission of qualifying measures submitted to the utility companies. Experience and judgement are used to estimate a rate of rejections of submitted measures. Revenue is not recognised for the portion of submitted measures which are at risk of rejection.
Revenue generated from ECO Installations:
Revenue is measured based on the price agreed for the installation of qualifying energy saving measures under OFGEM’s ECO scheme. Significant risks and rewards of ownership are transferred on submission of qualifying measures submitted to the utility companies. The company recognises revenue at the point that submissions are made to the utility companies at the price agreed with the managing agent.
Work in progress:
Where qualifying ECO installations have been carried out during the year, but not submitted to utility companies via the managing agent; there is a timing difference between income earnt and income invoiced to the managing agent. This income is measured at fair value and the receivable amount is recognised as work in progress in the Balance Sheet.
Installations for third parties:
Revenue from the installation of energy saving measures for third parties, such as local authorities, is recognised when the amount of revenue can be reliably measured, it is probable that the company will receive the consideration due under the transaction and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue generated from credit brokering:
Revenue is recognised on activation of a finance plan when a consumer is introduced by a company within the group to a panel of lenders.
Income from services provided:
Revenue generated from the provision of retrofit coordination and assessment services to installers is recognised in the period in which the service is provided and when all of the following conditions are satisfied;
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the entity-specific observable market price. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The group procures qualifying energy-efficient measures via an extensive network of specialist installers which are then made available to utility companies mandated to secure such measures under the scheme. Installed measures are the subject of strict internal review procedures, however there is a risk that OFGEM or utility company audits deem the measures to be non-qualifying after funding has been provided. The group therefore estimates the likely impact of such audit findings and includes a provision in its financial statements for this.
The group installs energy saving measures which qualify under OFGEM’s ECO Scheme. Installed measures are the subject of strict internal review procedures, however there is a risk that OFGEM or utility company audits may deem the measures to be non-qualifying after submission of measures have been paid to the group. Despite the best efforts of the group to confirm that the work performed meets the requirements of the ECO scheme, there is still a risk that the measures may be found to be invalid. This can take place a number of months later or at the end of the scheme, which is currently expected to be no earlier than March 2026. If these audits deem measures to be invalid, the income will be clawed back.
Where qualifying ECO installations have been carried out during the year, but not submitted to utility companies during the year; there is a timing difference between income earnt and income invoiced to the managing agent. This income is measured at fair value, however there is a risk that rate changes may take place between the work being completed and subsequently invoiced. Any rate changes or rejection of measures as described above could materially impair the value of Accrued income recognised in the Balance Sheet and reduce the associated income at a later date.
All revenue recognised arose in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2025 are as follows:
Included within creditors due within one year are secured loans amounting to £231,086 (2024; £222,922). The loans are secured against assets of the Group and Company as explained in note 20.
Included within creditors due after one year are secured loans amounting to £2,460,797 (2024 £2,689,194). The loans are secured against assets of the Group and Company as explained in note 20.
Included within Loans and Borrowings are the following financial instruments:
A secured debenture loan note provided by a shareholder amounting to £2,154,982 (2024: £2,152,293). There is no fixed repayment date and interest accrues at a rate of 0.125%. Interest is rolled up and will be repaid when the loan is redeemed. The loan is secured by a fixed and floating charge over all of the property or undertaking of the company.
A secured loan provided by NPIF NW Debt Lp amounting to £390,147 (2024: £503,068) which is repayable over monthly instalments over the period up until March 2028. The interest rate on the loan is 7%. The loan is secured by a cross company composite guarantee debenture containing a fixed and floating charge over all property and undertakings of the company and group, the guarantee contains a negative pledge. This loan is also guaranteed by other companies in the group.
An unsecured loan provided by Charles Street Commercial Investments Limited amounting to £1,100,000 (2024: £1,100,000) which was repaid on the 23rd October 2025. The interest rate of which was 9.96% and variable with 28 days notice.
In line with FRS 102, the debt and equity elements of the preference shares have been valued and classified between debt and equity respectively in these financial statements. The rights of the preference shares are set out in note 25.
The provision represents the Company's best estimate of likely future economic outflows from the business associated with potential disputed submissions from installers within the ECO division.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Deferred tax assets and liabilities are offset only where the Company has a legally enforceable right to do so and where the assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or another entity within the group.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
On the 15th May 2023, the group introduced an EMI Share Option Scheme. The Company has offered to grant the Option Holder an option over non-voting C2 shares in the capital of the Company for commercial reasons so that the Group can, in addition to the incentives granted directly in the subsidiaries, retain the services of the Option Holder. Options may be exercised, subject to continued employment and subject to the rules of the plan.
The movement in the number of share options is as follows:
The fair value of the total charge relating to employee share based payment expense was £52,999, all of which related to the EMI Share Option Scheme. In accordance with FRS 102 Section 26; in the absence of an observable market price, the fair value of the share options has been arrived at using entity specific observable market data, namely a transaction in the company's share capital using an independent valuation. A controlling share of the group took place in October 2024 and upon the occurrence of such change of control, options were exercised over 107 C2 shares in the EMI Share option pool.
The remaining 106 shares were not vested and were cancelled, the EMI Share Option Scheme which was introduced in May 2023 subsequently ceased to exist.
Following the period end, on the 4th November 2025 the company introduced a new EMI Share Option Scheme. Key group employees were granted options which entitled them to acquire a maximum of 1,391 non-voting Growth Shares of £0.01per share for an exercise price of £0.01 per share. The scheme was introduced for commercial reasons so that the Group can, in addition to the incentives granted directly in the Subsidiaries, retain the services of the Option Holder.
On the 1st March 2022 the company issued 5,000,000 £1 preference shares, 25 ordinary A shares and 26 ordinary B shares.
The preference shares are redeemable non-voting preference shares which are not entitled to attend or vote on any matters at general meetings. The preference shares have the right to receive an annual dividend of 0.1% and to receive a distribution on a winding up, liquidation and/or sale of the company in accordance with the articles of the company. In line with FRS 102, the debt and equity elements of the preference shares have been valued and classified between debt and equity respectively in the accounts. The amount classified as debt in note 17 & 18 is £50,201.
The A ordinary shares, B ordinary shares and 2,000,000 of the preference shares were issued in consideration for the sale and purchase by The Improveasy Group Ltd of shares in Improveasy Limited and Improveasy (Installs) Limited.
On the 12th December 2022 the ordinary A shares and Ordinary B shares of £1 were subdivided into 0.01p shares and on the same day the company issued 213 C1 0.01p ordinary shares for a total aggregate amount of £2.13.
In October 2024, C Moser acquired a controlling share in the Parent Company and became the ultimate controlling party of the group. Upon the occurrence of such change of control, the company exercised rights to acquire the entire B share capital of three subsidiaries, namely Improveasy (ECO) Ltd, Improveasy (Installs) Ltd and Improveasy (Services) Ltd. These three subsidiaries thereby became wholly owned subsidiaries of The Improveasy Group Ltd.
In October 2024 as part of the above transaction, upon the occurrence of such change of control, options were exercised over 107 C2 shares in the EMI Share option pool. The remaining 106 shares were not vested and were cancelled, the EMI Share Option Scheme subsequently ceased to exist.
On the 4th November 2025, in accordance with the provisions of Article 16.1.3(a) of the articles of association of the Company dated 30 October 2024, 460 B3 Ordinary Shares have been automatically converted into 460 Deferred Shares, such Deferred Shares having the rights and being subject to the restrictions set out in the articles of association. The Deferred Shares are not entitled to vote, not entitled to received dividends, and on a return of capital or winding up or sale of the Company, are entitled only to receive a sum of £1.00 for the entire call of Deferred Shares
On 29 October 2024, C Moser acquired a controlling share in the Parent Company and became the ultimate controlling party of the group. Upon the occurrence of such change of control, the company exercised rights to acquire the entire B share capital of three subsidiaries, namely Improveasy (ECO) Ltd, Improveasy (Installs) Ltd and Improveasy (Services) Ltd. These three subsidiaries thereby became wholly owned subsidiaries of The Improveasy Group Ltd. The consideration for the B shares in the subsidiaries was settled via a share for share exchange whereby the owners of the B shares were issued with B Ordinary shares in the parent company. The value of the shares exchanged was determined in accordance with the agreed valuation methodologies in the Shareholders' Agreement, all of which are embedded in the relevant company's articles of association.
On the 29th February 2024, the company guaranteed a loan in another group company, Improveasy Limited. As at the reporting date the outstanding balance amounted to £390,147. The loan is provided by NPIF NW Debt Lp and is secured by a composite guarantee which contains a fixed and floating charge over all property and undertakings of the company, the guarantee contains a negative pledge.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In the recent Autumn budget, the government announced the cessation of the ECO scheme on 31st March 2026. It is anticipated that the ECO scheme will be replaced by the Warm Homes Plan, although no further details have been provided yet regarding its proposed roll-out.
Following the period end, on the 4th November 2025 the company introduced an EMI Share Option Scheme. Key group employees were granted options which entitled them to acquire a maximum of 1,391 non-voting Growth Shares of £0.01per share for an exercise price of £0.01 per share. The scheme was introduced for commercial reasons so that the Group can, in addition to the incentives granted directly in the Subsidiaries, retain the services of the Option Holder.
As explained fully in note 25 of these financial statements; on 4th November 2025, the company reclassified 460 B3 Ordinary Shares to 460 Deferred Shares.
An unsecured loan provided by Charles Street Commercial Investments Limited amounting to £1,100,000 (2024: £1,100,000) was repaid on the 23rd October 2025. The interest rate of which was 9.96% and variable with 28 days notice.
In December 2025 the directors proposed to redeem £2,000,000 of the Preference Shares with the intention that the proceeds will be paid on or before 31st December 2025.
In December 2025 the directors proposed an ordinary dividend of £1,557,265.
The remuneration of key management personnel is as follows.
Improveasy (GCS) Ltd
Improveasy (GCS) Ltd is a wholly owned subsidiary of The Improveasy Group Ltd.
At the balance sheet date the amount due from Improveasy (GCS) Ltd was £40,000 (2024: £40,000). This amount is interest free and repayable on demand.
Improveasy (Installs) Ltd
Improveasy (Installs) Ltd is a wholly owned subsidiary of The Improveasy Group Ltd.
At the balance sheet date the amount due from Improveasy (Installs) Ltd was £240,000 (2024: £772,692). This amount is interest free and repayable on demand.
Dividends were received during the year from Improveasy (Installs) Ltd amounting to £843,608 (2024: £67,328).
Improveasy Ltd
Improveasy Ltd is a wholly owned subsidiary of The Improveasy Group Ltd.
At the balance sheet date the amount due to Improveasy Ltd was £151,998 (2024: £151,998). This amount is interest free and repayable on demand.
Improveasy (ECO) Ltd
Improveasy (ECO) Ltd is a wholly owned subsidiary of The Improveasy Group Ltd.
At the balance sheet date the amount due from Improveasy (ECO) Ltd was £133,748 (2024: £80,749). This amount is interest free and repayable on demand.
Dividends were received during the year from Improveasy (ECO) Ltd amounting to £2,000,000 (2024: £260,340).
At the balance sheet date the amount due from individuals who were directors during the year totalled £777,965 (2024: £723,691). This amount is interest free and repayable on demand.