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Registration number: 15741135

Earnz Holdings Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2025

 

Earnz Holdings Limited

Contents

Balance Sheet

1

Notes to the Unaudited Financial Statements

2 to 6

 

Earnz Holdings Limited

(Registration number: 15741135)
Balance Sheet as at 31 December 2025

Note

2025
£

(As restated)

2024
£

Fixed assets

 

Investments

4

2,861,167

3,065,977

Creditors: Amounts falling due within one year

5

(3,026,463)

(2,097,141)

Total assets less current liabilities

 

(165,296)

968,836

Creditors: Amounts falling due after more than one year

5

(792,548)

(1,015,502)

Net liabilities

 

(957,844)

(46,666)

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 members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

•

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 10 September 2026 and signed on its behalf by:
 

E J Lake
Director

   
     
 

Earnz Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

1

General information

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

The address of its registered office is:
St James House First Floor
St James House
St James' Square
Cheltenham
Gloucestershire
GL50 3PR

These financial statements were authorised for issue by the Board on 10 September 2026.

2

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

The company is a parent of a small group. The company has taken advantage of the exemption provided by Section 399 of the Companies Act 2006 and has not prepared group accounts.

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.

3

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 0 (2024 - 0).

 

Earnz Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

4

Investments

2025
£

(As restated)

2024
£

Investments in subsidiaries

2,861,167

3,065,977

Subsidiaries

£

Cost or valuation

At 1 January 2025 (as restated)

3,065,977

Additions

609,334

Remeasurement of contingent consideration

15,133

At 31 December 2025

3,690,444

Impairment

829,277

Carrying amount

At 31 December 2025

2,861,167

At 31 December 2024 (as restated)

3,065,977

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

Cosgrove & Drew Ltd

First Floor St James House, St James Square, Cheltenham, United Kingdom, GL50 3PR

England and Wales

Ordinary

100%

100%

South West Heating Services Limited

First Floor St James House, St James Square, Cheltenham, United Kingdom, GL50 3PR

England and Wales

Ordinary

100%

100%

A&D Carbon Solutions Ltd

County House Beaufort Road, Swansea Enterprise Park, Swansea, Wales, SA6 8JG

England and Wales

Ordinary

100%

0%

 

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 plumbing, heat and air-conditioning installation and engineering.

South West Heating Services Limited

The principal activity of South West Heating Services Limited is domestic plumbing and heating repairs, maintenance and installation.

A&D Carbon Solutions Ltd

The principal activity of A&D Carbon Solutions Ltd is Provision of turnkey retrofit solutions, managing energy-efficient upgrades from initial survey and design through to installation and completion through subcontracting arrangements and also direct to end-users.

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.

5

Creditors

Due within one year

Note

2025
£

(As restated)

2024
£

 

Amounts due to related parties

6

2,675,888

2,053,140

Deferred consideration

 

348,275

42,201

Accruals

 

2,300

1,800

 

3,026,463

2,097,141

Due after one year

 

Deferred consideration

 

792,548

1,015,502

 

Earnz Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

6

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.

7

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.
 

8

Non adjusting events after the financial period

On 31 March 2026, the Company acquired 100% of the issued share capital of Earnz Property Services Limited (formerly Zero Carbon Group Limited) for a maximum consideration of £9.5m.

Initial consideration of up to £5m comprises £1.5m in cash, £1.5m consideration shares at the placing price and a further £2m payable subject to the achievement of specified EBITDA targets, to be settled 50% in cash and 50% in shares.

Earnz Property Services Limited are specialists in multi-measure retrofit and renewable energy solutions. The acquisition represents a strategic expansion of the wider Group's operations, strengthening its capability and market position in the retrofit and low-carbon energy transition space.

As the acquisition occurred after the reporting date, there is no impact on the amounts included in these financial statements.