Annual Report and Financial Statements Year Ended 31 December 2024

EXECUTIVE CHAIR'S REVIEW 1

STRATEGIC REPORT 2

FINANCIAL REVIEW 4

RISK REPORT 8

GOVERNANCE 10

BOARD OF DIRECTORS 10

CORPORATE GOVERNANCE REPORT 13

AUDIT COMMITTEE REPORT 22

DIRECTORS' REMUNERATION REPORT 23

CORPORATE AND SOCIAL RESPONSIBILITY 25

DIRECTORS' REPORT 26

INDEPENDENT AUDITORS' REPORT 30

CONSOLIDATED STATEMENT OF PROFIT OR LOSS 38

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS 39

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 40

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 41

CONSOLIDATED CASH FLOW STATEMENT 42

NOTES TO THE FINANCIAL STATEMENT 43

COMPANY STATEMENT OF FINANCIAL POSITION 92

COMPANY STATEMENT OF CHANGES IN EQUITY 93

COMPANY NOTES TO THE FINANCIAL STATEMENTS 94

review

I am pleased to report a successful period at the start of our journey to build a significant group in the energy services sector focusing on the decarbonisation of public and private sector building fabric. The UK Government continues to provide investment in the Net Zero transition and UK clean energy industries.

The results herein include two months of the legacy Verditek business; a clean cash shell for a six-month period during which we negotiated the acquisitions of two businesses in order to enact our strategy, followed then by four months of trading of the acquired businesses.

Therefore I feel that these results do not truly reflect our future aspirations and opportunities.

I was most conscious of putting in place a Board of Directors which had the correct mix of skills to ensure that we build on a solid foundation. I am pleased to welcome Peter Smith as CEO following completion of our recent acquisition of A&D Carbon Solutions LTD ("A&D"). At the same time, I will become Non-Executive Chair and John Charlton will resign as a director of the Company but remain as Company Secretary.

I am delighted with the progress to date in what has been an extremely difficult period for all companies listed on the Alternative Investment Market of the London Stock Exchange. Raising capital and liquidity are at record low levels in the 30 years since that market was created.

Despite those stock market conditions the Group is performing well with all businesses trading ahead of target.

We have an active list of potential acquisition targets across the decarbonisation agenda. Due to the difficulties of the capital restrictions to date, our acquisition strategy has been highly selective as we work within our financial constraints. As we have established a profitable platform for growth, the Board is looking at more significant opportunities for acquired growth which will enhance service offerings and provide a more stable base.

I would like to congratulate all employees and partners in the Group and look forward to bringing news of further growth in earnings in the coming months.

Bob Holt OBE,

Executive Chair 26 June 2025

Earnz plc Annual Report for the year ended 31st December 2024 1

report

The Directors present their strategic report on the Group for the year ended 31 December 2024.

EARNZ plc disposed of its interests in its Solar Business on 29 February 2024. The Company's principal business is targeting acquisitions in the energy services sector. Going forward the Company will build a leading business in the energy services sector focusing on decarbonisation of public and private sector building fabric, leveraging UK Government investment in Net Zero transition and UK clean energy industries.

The sector is hugely fragmented, providing significant growth opportunities, by acquisition and organically.

The Group's buy and build strategy is designed to create shareholder value through bringing together businesses in the energy services sector, providing consolidation in a fragmented sector, and extensive industry experience gained over many years. This creates improved service experience for customers and a virtuous circle of value creation. The foundations have been set through the addition of three businesses to the Group and the opportunity for organic growth and further acquisitions set.

Acquisitions

Organic growth

Buy and Build Value Creation

Set the foundations

For a review of the business during the year, please refer to the Chair's Review on page 1 of this report. For an analysis of financial performance indicators, please refer to the Financial Review set out on page 4.

2 Earnz plc Annual Report for the year ended 31st December 2024

A full review of principal risks and uncertainties facing the business during the year and going forward is given on pages 8 to 9 of this report.

As required by Section 172 of the Companies Act, a director of a company must act in the way he or she considers, in good faith, would likely promote the success of the company for the benefit of the shareholders. In doing so, the director must have regard, amongst other matters, to the following issues:

• the likely consequences of any decisions in the long term (see Corporate Governance Report, pages 13 to 21);

• the interests of the company's employees (see Corporate Social Responsibility report on page 25)

• the need to foster the company's business relationships with suppliers/customers and others (see Corporate Governance Report, pages 13 to 21);

• the impact of the company's operations on the community and environment (see Corporate Social Responsibility report on page 25);

• the company's reputation for high standards of business conduct (see Corporate Governance Report, pages 13 to 21); and

• the need to act fairly between members of the company (see Corporate Governance Report, pages 13 to 21).

On behalf of the Board

John Charlton

Executive Director 26 June 2025

Earnz plc Annual Report for the year ended 31st December 2024 3