Registration number:
Earnz Holdings Limited
for the Year Ended 31 December 2025
Earnz Holdings Limited
(Registration number: 15741135)
Balance Sheet as at 31 December 2025
|
Note |
2025 |
(As restated) |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Total assets less current liabilities |
( |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
1 |
1 |
|
|
Retained earnings |
(957,845) |
(46,667) |
|
|
Shareholders' deficit |
(957,844) |
(46,666) |
For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
|
• |
|
|
• |
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
Approved and authorised by the
|
|
Earnz Holdings Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling, which is the functional and presentational currency of the company, and rounded to the nearest £.
Group accounts not prepared
Going concern
The financial statements have been prepared on a going concern basis. As at the date of signing the financial statements, the directors confirm that the company is in a position to meet its liabilities for a period of 12 months and that there are no forseeable events which may give rise to liabilities which exceed the company's ability to pay.
Earnz Holdings Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
Prior period errors
During the year, the company identified an error in the acquisition accounting relating to the acquisition of a subsidiary undertaking in the prior period. The calculation of the fair value of contingent consideration at the acquisition date was based on forecast models which omitted certain costs that were known and available at the time the valuation was performed. As a result, there was an overstatement of both the cost of the investment and the associated contingent consideration liability. In accordance with Section 10 of FRS 102, the error has been corrected retrospectively by restating the comparative figures. The effect of the correction is to reduce the value of investments by £274,240, current liabilities by £138,111, non-current liabilities by £140,092 and interest payable by £3,963.
Finance income and costs policy
Finance income and expenses are recognised using the effective interest method.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
|
Staff numbers |
The company had an average of 3 directors during the period (2024 - 2).
The average number of persons employed by the company during the year was
Earnz Holdings Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
|
Investments |
|
2025 |
(As restated) |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2025 (as restated) |
|
|
Additions |
|
|
Remeasurement of contingent consideration |
|
|
At 31 December 2025 |
|
|
Impairment |
|
|
Carrying amount |
|
|
At 31 December 2025 |
|
|
At 31 December 2024 (as restated) |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
First Floor St James House, St James Square, Cheltenham, United Kingdom, GL50 3PR England and Wales |
|
|
|
|
|
First Floor St James House, St James Square, Cheltenham, United Kingdom, GL50 3PR England and Wales |
|
|
|
|
|
County House Beaufort Road, Swansea Enterprise Park, Swansea, Wales, SA6 8JG England and Wales |
|
|
|
Earnz Holdings Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
|
Subsidiary undertakings |
|
Cosgrove & Drew Ltd The principal activity of Cosgrove & Drew Ltd is |
|
South West Heating Services Limited The principal activity of South West Heating Services Limited is |
|
A&D Carbon Solutions Ltd The principal activity of A&D Carbon Solutions Ltd is |
A&D Carbon Solutions Ltd
On 1 July 2025, the company acquired 100% of the issued share capital of A&D Carbon Solutions Limited. Initial consideration comprised £1.04m cash and £0.26m consideration shares. The cash element was split £0.84m payable on completion, adjusted for net debt and normalised working capital of £0.49m and £0.2m to be held in Escrow and payable on achieving EBITDA targets. Following an addendum to the share Purchase Agreement, the £0.2m was returned and included as an increased amount agreed as contingent consideration. Further consideration is deferred and contingent upon reaching EBITDA targets for up to 3 years post completion and is payable 60% cash and 40% new ordinary shares in Earnz Plc. At 31 December 2025, the full discounted contingent consideration has not been recognised in line with management’s expectation, at that date, that the targets will not be achieved.
|
Creditors |
|
Due within one year |
Note |
2025 |
(As restated) |
|
Amounts due to related parties |
|
|
|
|
Deferred consideration |
|
|
|
|
Accruals |
|
|
|
|
|
|
||
|
Due after one year |
|||
|
Deferred consideration |
|
|
Earnz Holdings Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
|
Related party transactions |
The company has taken advantage of the exemption available under section 1AC.35 of Financial Reporting Standard 102, not to disclose transactions with other wholly owned members of this group.
|
Parent and ultimate parent undertaking |
The company's immediate and ultimate parent is Earnz Plc, incorporated in England and Wales.
The parent of the smallest and largest group in which these financial statements are consolidated is Earnz Plc, incorporated in England and Wales.
The address of Earnz Plc is:
St James House First Floor, St James House, St James' Square, Cheltenham, Gloucestershire,
United Kingdom, GL50 3PR.
|
Non adjusting events after the financial period |
|
|