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Registered number: 08357070









EARTHSTREAM GLOBAL LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
EARTHSTREAM GLOBAL LIMITED
 
 
COMPANY INFORMATION


Directors
A Blaney 
A Goodman 
A Marsh (resigned 31 January 2026)
S Smith 




Registered number
08357070



Registered office
24 Eversholt Street

London

England

NW1 1AD




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditors

1st Floor South

London

W1W 6XH





 
EARTHSTREAM GLOBAL LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Statement of Comprehensive Income
10
Balance Sheet
11
Statement of Changes in Equity
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 29


 
EARTHSTREAM GLOBAL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
This strategic report is a summary of the Directors’ views on how the Company has performed during the year
ended 31 December  2025.

Business review
 
The Company is a global energy recruitment specialist operating out of the UK, delivering services on a global basis. The Company operates under the brand of Earthstream and specialises in Renewable Energy, Power and Utilities, Nuclear and Commodities.

The results of the Company for the year, as set out on page 9 of the accounts, show a profit on ordinary activity before tax of £76,576 (2024: £10,025,125). 

Business Environment

The Company is well positioned to deliver talent in the niche skillsets across the globe. The diversity of the operating brands and the geographies serviced has allowed the business to benefit form some insulation against volatility individual market segments and sectors.
Demand for talent across the areas the business supports remains strong and the Group is confident that it is properly positioned to continue strong growth.

Strategy

The Company’s focus is continued organic growth in its core brands, with growth in permanent and contract revenues. The Company has the capability to service multiple areas of demand within large clients and supporting these clients will afford strong revenue and profit growth through depth of relationship within such customers.

Principal risks and uncertainties
 
A key principal risk that the Group is exposed to, which directly impacts the Company, is credit risk..

In response to this significant credit risk exposure, the Company has secured debt/credit insurance, which was effective from 01 January 2025, to mitigate future credit risk on trade receivables. This new insurance policy will provide coverage for a portion of the Company’s receivables, helping to reduce the risk of non-recovery of outstanding balances, particularly from customers with higher risk profiles. The debt/credit insurance will be in place for the next financial year and is expected to provide additional protection against potential credit defaults.

The directors continue to closely monitor credit risk and have implemented tighter credit control procedures to reduce exposure to future defaults.

In addition to this, the Company is not immune to the affects of an unstable economy, which can impact the amount of jobs available. This is known as sector specific volatility, such as changes in government policy and commodity prices which can impact hiring activity. However, the Company has many processes in place in order to increase business and expand operations.

The majority of the revenue generated from this company comes from the placement of contract sales,  to fluctuating revenues given the lifecycle of a transaction is short and the bulk of revenues generated are success fee based. There may be a reliance on a small number of key clients or markets, making the business vulnerable to shifts in demand or contract losses. Talent shortages, particularly in specialist technical roles, also pose a challenge. In order to sustain growth, the Company has monitored these risks and will continue to do so. The Company is exposed to market risk and through the funding requirements to interest and currency risks. These are being evaluated on a continuous basis.

Page 1

 
EARTHSTREAM GLOBAL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators
 
The Company  has continued to make progress towards its strategic objectives.  The Board monitors progress by reference to these key KPI’s (£000) amongst others:

Revenue - £29,027 (2024: £31,913)
Permanent NFI - £246 (2024: £317)
Contract NFI - £5,764 (2024: £5,326)
Gross profit - £6,010 (2024: £5,643)
Administration expenses - £4,955 (2024: £5,582)
Gross profit % - 20.7% (2024: 17.7%)

Going Concern
 
To assess  the reasonableness of the going concern basis of preparation, the directors have prepared forecasts for the period to December 2027 for the group which the company is part of. These forecasts have been prepared considering the sectors that the Group operates, the continued growth the Group is experiencing and the potential uncertainty due to global geopolitical events. Throughout the going concern review period as determined by the directors, the Group meets its financial covenants and is forecast to meet its liabilities as they fall due. The directors continue to closely monitor the Group funding requirements and are working closely with their significant shareholder and fund providers to ensure that the Group is appropriately funded over the next 12 to 18 months.

The Company's management have on a Group level prepared detailed forecasts and cash flow projections for a period of at least 12 months from the date of approval of these financial statements. These forecasts  incorporate expected trading performance and demonstrate a continued increase in headroom of approximately
£700k by the end of 2027, excluding any potential recovery from Northvolt AB. The Company has a proven track record of effective working capital management and continues to implement robust controls to monitor and maintain liquidity. The overall debtor days average at 50.3 days, with non-notified debt dropping to 7% of total  by the end of 2025. The overall potential performance of the Company in the following year is positive, with EBITDA projecting to increase to £1.9m, a rise of £328k (19.1%) driven by a reduction in direct costs of 18% and overheads of 11%. Despite the overall drop in sales, the sharper reduction in costs explains the EBITDA increase.

After reviewing the forecasts, considering available financing facilities, and assessing key sensitivities, the directors believe the Group has adequate resources to continue operating for the foreseeable future. Based on this assessment, they have concluded that it is appropriate to prepare the financial statements on a going concern basis. The directors have also considered the limitations of any financial covenants, and conclude that the Group is not at risk of breaching any financial covenants and expects to remain in compliance for the foreseeable future. 

On this basis, the directors have a reasonable expectation that the Group will have sufficient cash flow and available resources to continue operating for at least the next 12 months from the approval date of these financial statements. Accordingly, the Group and Company continue to adopt the going concern basis in preparing the financial statements.

Page 2

 
EARTHSTREAM GLOBAL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


This report was approved by the board and signed on its behalf.



S Smith
Director

Date: 6 August 2026

Page 3

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors

The directors who served during the year were:

A Blaney 
A Goodman 
A Marsh (resigned 31 January 2026)
S Smith 

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £76,576 (2024 - £10,025,125).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Page 4

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsHarris & Trotter LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





S Smith
Director

Date: 6 August 2026

Page 5

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EARTHSTREAM GLOBAL LIMITED
 

Opinion


We have audited the financial statements of Earthstream Global Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 financial statements are 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.


Page 6

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EARTHSTREAM GLOBAL LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


Matters on which we are required to report by exception
 

In the light of the 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 or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


Page 7

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EARTHSTREAM GLOBAL LIMITED (CONTINUED)


Auditors' 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 Auditors' 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.


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:

Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified:
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional skepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 by, for example, forgery or intentional misrepresentations, or through collusion.


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 Auditors' Report.


Page 8

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EARTHSTREAM GLOBAL LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Daniel Walters (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants & Statutory Auditors
  
1st Floor South
London
W1W 6XH

6 August 2026
Page 9

 
EARTHSTREAM GLOBAL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
29,026,699
31,913,196

Cost of sales
  
(23,016,747)
(26,269,752)

Gross profit
  
6,009,952
5,643,444

Administrative expenses
  
(4,955,171)
(5,581,508)

Exceptional items
 10 
(737,121)
10,318,245

Operating profit
 5 
317,660
10,380,181

Interest payable and similar expenses
 8 
(241,084)
(355,056)

Profit before tax
  
76,576
10,025,125

Profit for the financial year
  
76,576
10,025,125

Other comprehensive income for the year
  

Total comprehensive income for the year
  
76,576
10,025,125

The notes on pages 14 to 29 form part of these financial statements.

Page 10

 
EARTHSTREAM GLOBAL LIMITED
REGISTERED NUMBER: 08357070

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 12 
605
4,050

  
605
4,050

Current assets
  

Debtors: amounts falling due within one year
 13 
9,951,176
8,341,600

Cash at bank and in hand
 14 
38,086
195,377

  
9,989,262
8,536,977

Creditors: amounts falling due within one year
 15 
(18,942,675)
(20,917,665)

Net current liabilities
  
 
 
(8,953,413)
 
 
(12,380,688)

Total assets less current liabilities
  
(8,952,808)
(12,376,638)

Creditors: amounts falling due after more than one year
 16 
(3,347,254)
-

  

Net liabilities
  
(12,300,062)
(12,376,638)


Capital and reserves
  

Called up share capital 
 19 
100
100

Profit and loss account
  
(12,300,162)
(12,376,738)

  
(12,300,062)
(12,376,638)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S Smith
Director

Date: 6 August 2026

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
EARTHSTREAM GLOBAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
100
(22,401,863)
(22,401,763)



Profit for the year
-
10,025,125
10,025,125



At 1 January 2025
100
(12,376,738)
(12,376,638)



Profit for the year
-
76,576
76,576


At 31 December 2025
100
(12,300,162)
(12,300,062)


The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
EARTHSTREAM GLOBAL LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
New bank loans
At 31 December 2025
£

£

£

£

Cash at bank and in hand

195,377

(157,291)

-

38,086

Debt due after 1 year

-

-

(3,347,254)

(3,347,254)


195,377
(157,291)
(3,347,254)
(3,309,168)

The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Earthstream Global Limited is a private company limited by shares incorporated in England and Wales. The registered office is 24 Eversholt Street, London, England, NW1 1AD.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

This company is a qualifying entity for the purposes of FRS 102. Being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows': Presentation of statement of cash flow and related notes and disclosures;
• Section 33 'Related Party Disclosures': Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Xcede Global Holdings Limited (Company number 11996176). These consolidated financial statements are available from its registered office, 24 Eversholt Street, London, England, NW1 1AD.

 
2.2

Going concern

To assess the reasonableness of the going concern basis of preparation, the directors  have  prepared forecasts for the period to December 2027 for the Group which the Company is part of. These forecasts have been prepared considering the sectors that the group operates, the continued growth the Group is experiencing and the potential uncertainty due to global geopolitical events. Throughout the going concern review period as determined by the directors, the Group meets its financial covenants and is forecast to meet its liabilities as the fall due. The directors continue to closely monitor the Group funding requirements and are working closely with their significant shareholder and fund providers to ensure that the Group is appropriately funded  over the next 12 to 18 months. 

On this basis, the directors have a reasonable expectation that the Group will have sufficient cash flow and available resources to continue operating for at least 12 months from the approval date of these financial statements. Accordingly, the Group and the Company continues to adopt the going concern basis in preparing its financial statements.

The ultimate shareholders have provided assurances that they will continue to support the Company going forward for a period of not less than 12 months from the signing of these financial statements through not seeking repayment of their loans during this period. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 14

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is sterling.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue 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.

Revenue arising from the placement of permanent candidates is recognised when the company has fulfilled its contractual obligations in accordance with the underlying contracts. Depending on the terms and conditions agreed with the hiring client, this is either on the start date of a candidate's employment, or when a candidate accepts an offer of employment, and a start date has been determined.

Revenue arising from temporary placements is recognised over the period that temporary staff are provided. Provision is made for the expected cost or meeting obligations where temporary workers have submitted approved timesheets for the specified contractual period.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 15

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.10

Intangible assets

Contracts represent the expected net profit contribution of acquired assets which are then amortised on a straight line basis over the period through which they are expected to be economically useful to the company.


Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Contracts                              -Straight line over 5 years

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 16

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Straight line over 3 years
Fixtures and fittings
-
Straight line over 3 years
Computer equipment
-
Straight line over 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

 

Page 18

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.15
Financial instruments (continued)

Basic financial liabilities

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 19

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company'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 affect both current and future periods.

Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Intercompany recoverability 
The recoverability of the amounts owed from group entities has been based on the review of the trading activities and forecasts for the next 12 months for the wider group and entities the debt relates to in order to ensure the group lending will be continued and no issues in the ability of the groups liquidity and going concern as a whole.

Creditor note provisioning
Credit note provisions in relation to permanent placements that are recognised on acceptance date and are included at the year end have been based on the value of credit notes raised in 2026 for invoices recognised in 2025.

Page 20

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Contract sales
28,780,349
31,595,732

Permanent and mobilisation sales
246,350
317,374

Sales rebates
-
90

29,026,699
31,913,196


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
7,302,084
6,440,371

Europe
19,256,368
22,637,137

Rest of the world
2,468,247
2,835,688

29,026,699
31,913,196



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(49,217)
(74,037)

Fees payable to the company's auditor of the company's financial statements
50,000
50,000

Depreciation of owned tangible Fixed Assets
3,444
22,651

Amortisation of Intangible assets
-
6,588

Operating lease charges
97,022
100,046

Exceptional item - Northvolt provision (note 10)
-
1,600,769

Exceptional item - intercompany loan write offs (note 10)
700,777
(10,329,309)

Exceptional item - director loan write offs (note 10)
-
(1,589,111)

Exceptional item - Debt collection fees (note 10)
36,344
-

Page 21

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
50,000
50,000

Fees payable to the Company's auditors and their associates in respect of:

All non-audit services not included above
10,000
10,000


7.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
2,416,052
2,692,570

Social security costs
325,093
345,011

Cost of defined contribution scheme
41,340
45,430

2,782,485
3,083,011


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
26
31


8.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
29,206
33,118

Other interest payable
211,878
321,938

241,084
355,056

Page 22

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Taxation


2025
2024
£
£



Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:

2025
2024
£
£


Profit on ordinary activities before tax
76,576
10,025,125


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
19,144
2,506,281

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
181,384
100,686

Utilisation of tax losses
(200,528)
(24,491)

Other tax charge (relief) on exceptional items
-
(2,582,476)

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.




10.


Exceptional items

2025
2024
£
£


Intercompany loan write offs
700,777
(10,329,903)

Director loans write offs
-
(1,589,111)

Provision for doubtful debt - Northvolt
-
1,600,769

Debt collection fees
36,344
-

737,121
(10,318,245)

Page 23

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Intangible assets




Contracts
Goodwill
Total

£
£
£



Cost


At 1 January 2025
520,598
4,734,000
5,254,598



At 31 December 2025

520,598
4,734,000
5,254,598



Amortisation


At 1 January 2025
520,598
4,734,000
5,254,598



At 31 December 2025

520,598
4,734,000
5,254,598



Net book value



At 31 December 2025
-
-
-



At 31 December 2024
-
-
-



Page 24

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets





Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2025
31,084
44,074
8,619
83,777


Disposals
-
-
(5,343)
(5,343)



At 31 December 2025

31,084
44,074
3,276
78,434



Depreciation


At 1 January 2025
30,518
42,727
6,482
79,727


Charge for the year on owned assets
566
1,347
1,532
3,445


Disposals
-
-
(5,343)
(5,343)



At 31 December 2025

31,084
44,074
2,671
77,829



Net book value



At 31 December 2025
-
-
605
605



At 31 December 2024
565
1,347
2,137
4,049


13.


Debtors

2025
2024
£
£


Trade debtors
4,624,231
3,456,486

Amounts owed by group undertakings
3,347,967
3,398,340

Other debtors
269,717
292,175

Prepayments and accrued income
1,709,261
1,194,599

9,951,176
8,341,600


Page 25

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
38,086
195,377

38,086
195,377



15.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
265,596
381,460

Amounts owed to group undertakings
16,178,805
15,267,704

Other taxation and social security
183,680
105,839

Invoice discounting facility
-
3,672,996

Other creditors
209,694
380,452

Accruals and deferred income
2,104,900
1,109,214

18,942,675
20,917,665





16.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Invoice discounting facility
3,347,254
-

3,347,254
-


The advance received through means of an invoice discounting facility, is a financing agreement is provided by Investec Bank PLC, which is secured against the assets of the Xcede Global Holdings Limited Group.

Page 26

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£


Amounts falling due 1-2 years

Bank loans
3,347,254
-


3,347,254
-



3,347,254
-



18.


Financial instruments

2025
2024
£
£

Financial assets


Financial assets measured at fair value through profit or loss
38,086
195,377

Financial assets that are debt instruments measured at amortised cost
8,241,915
7,147,001

8,280,001
7,342,378


Financial Liabilities


Financial liabilities measured at amortised cost
(16,837,775)
19,808,449



Financial assets measured at fair value through profit or loss comprise of cash at bank.


Financial assets that are debt instruments measured at amortised cost comprise of trade debtors, amounts owed from group undertakings and other debtors.


Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, bank loans and overdrafts and amounts owed to group undertakings.

Page 27

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



10,000 (2024 - 10,000) Ordinary shares of £0.01 each
100
100



20.


Pension commitments

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administrative fund.
 
The pension cost charge represents contributions payable by the Company to the fund and amounted to £41,340 (2024: £45,430). Contributions totalling £8,825 (2024: £6,584) were payable to the fund at the balance sheet date and are included in creditors.


21.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
57,800
97,800

Later than 1 year and not later than 5 years
-
57,751

57,800
155,551


22.


Related party transactions

Transactions with related parties
During the year the Company entered into the following transactions with related parties:

The Company purchased services from entities with common key management personnel totalling £267,706. (2024: £267,706). At the year end, the Company owed the entity £NIL (2024: £NIL).

Other information
In accordance with paragraph 33 of FRS 102, disclosures have not been given of transactions entered into with group members that are wholly owned subsidiaries.

Page 28

 
EARTHSTREAM GLOBAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Controlling party

The immediate parent of the company is Xcede Group International Limited (company number: 08356900) whose registered office is 24 Eversholt Street, London, England, NW1 1AD.

The parent of the smallest and largest group into which Earthstream Global Limited is consolidated is Xcede Global Holdings Limited (company number: 11996176).

 
Page 29