Announcement PDF RNS Number : 0759X Earnz PLC 30 September 2026 For immediate release 30 September 2026 This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. EARNZ plc ("EARNZ" or the "Company") Unaudited Interim Results for the six months ended 30 June 2026 Revenue of £8.4m, up 78% from H1 2025 Acquisition of EARNZ Property Services Limited (“EPS”), (formerly Zero Carbon Group Limited) on 31 March 2026 Conditional acquisition of GEM Newco Limited announced today EARNZ (AIM: EARN), an energy services company whose objective is to capitalise on the drive for global decarbonisation, by building a strong portfolio of energy services businesses, is pleased to announce its unaudited interim results for the six-month period ended 30 June 2026. Financial highlights Revenue of £8.4m (H1 2025: £4.7m) Adjusted EBITDA* loss of (£0.4m) (H1 2025: £0.1m profit) Operating loss: (£1.8m) (H1 2025: (£0.2m)) Loss before tax: (£2.0m) (H1 2025: (£0.4m)) Basic losses per share: (1.1p) (H1 2025: (0.3p)) Net debt ** (£0.1m) (30 June 2025: Net cash of £0.9m, FY25: (£0.8m)) Operational overview New contract wins and contract extensions are driving revenue and adjusted EBITDA performance in H2. On 31 March 2026 EARNZ purchased EPS (formerly Zero Carbon Group Limited), based in Stockport for an initial consideration of £3m. Outlook Continued momentum into the full year with high revenue visibility from long-term projects and contracts. Consolidation of businesses resulting in lower revenues but improved EBITDA. Gross margin improvements into FY27 and FY28 from mix of work being performed and purchasing synergies Overhead savings going forward through operational efficiency and synergies Strategically positioned to deliver organic growth. Strong pipeline of target acquisitions to fuel our buy and build strategy going forwards. The consolidated financial statements present the results of EARNZ Plc and its subsidiaries (“the Group”). * Adjusted EBITDA is defined as Operating profit before impairment of goodwill, amortisation and depreciation, share-based payment charges and exceptional costs. ** Net debt is calculated excluding lease liabilities and contingent consideration Bob Holt, Chairman of EARNZ plc, commented: “I am pleased we announced the acquisition of GEM Newco Limited which is a significant opportunity to scale up the Group, further details are contained in the RNS released a few minutes ago. I was also pleased with the performance of the Group against the backdrop of continued delays in the award of contracted works from the public sector in H1 2026. Following the resolution of political uncertainty, we have seen an increase in orders that had previously been delayed and remain confident of serving these ‘late’ orders to reflect the profitable outcome for the year.” ​ Engage with the EARNZ PLC management team directly by asking questions, watching video summaries and seeing what other shareholders have to say. Navigate to our interactive investor hub here: https://investors.earnzplc.com/link/rLz6Ry ​ For further information, please contact: Investor questions on this announcement We encourage all investors to share questions on this announcement via our investor hub https://investors.earnzplc.com/link/rLz6Ry EARNZ plc Bob Holt/Peter Smith / Elizabeth Lake +44 (0) 7778 798 816 +44 (0) 7736 77 7790 +44 (0) 7901 514268 Nominated Adviser and Broker Zeus Investment Banking Antonio Bossi//Andrew de Andrade/Alex Slater Corporate Broking Dominic King/Alex Bartram +44 (0) 203 829 5000 Financial PR Camarco Ginny Pulbrook/Tom Huddart +44 (0) 20 3757 4980 CHAIR’S REPORT As announced separately today, the Company has conditionally agreed to acquire GEM Newco Limited. This is a significant opportunity to upscale EARNZ in its primary market. I am pleased to announce trading results for the six months ended 30 June 2026. Revenue was £8.4m with adjusted EBITDA loss of (£0.4m). The period has been busy with the bedding in of the new businesses created towards the end of 2025 plus the acquisition of EPS in March 2026. As ever the costs of running a publicly quoted company with all the necessary financial and legal requirements are significant, the Board is therefore happy with the outcome for the first half of the year. In the period there continued to be a delay in the award of contracted works from the public sector. The uncertainty of the Government leadership resulted in many Registered Social Landlords delaying decisions on issuing orders as they awaited an outcome on the leadership decision. Subsequent to the appointment of the new Prime Minister, we received an immediate release of the anticipated orders. Delays cost the Group in terms of both sales and the cash cost of maintaining service levels in anticipation of the orders. We took the opportunity to reorganise our Northern businesses to reduce costs whilst maintaining service levels. We remain confident of serving the ‘late’ orders to reflect the profitable outcome for the year. The UK Government is committed to a net zero strategy, and this has provided opportunities for ourselves and other regeneration service providers to grow significantly. The key to managing a profitable outturn will be the successful deployment of capital into areas which provide low risk with long term profitable growth. The decarbonisation and net zero sectors are significant, and the Board anticipate further acquisition and organic growth opportunities will be forthcoming. I look forward to bringing news of those opportunities. Board Following the growth of the Group and in anticipation of a significant acquisition I have taken an Executive full-time role in the business. As the business is unable to afford any further costs my terms remain unchanged. Outlook The outlook for the remainder of 2026 is encouraging and our buy and build strategy remains firmly in place. The success of the group would not be possible without the commitment of all our stakeholders. Our small team are committed to providing above average shareholder returns. My special thanks go to our shareholders who have shown great commitment to the management team. We anticipate forthcoming news as we continue to pursue opportunities. Bob Holt OBE Chair 30 September 2026 FINANCE REPORT The results for the first 6 months of 2026 reflect the delays in expected orders from contracts that had been won. This was a direct result of the leadership uncertainty in the UK government and the delays in the publication of the Warm Homes Plan. Overall, the Group has performed in line with our expectations, and we have used the delays to restructure our Northern businesses to improve operational efficiency and reduce overheads. The Group acquired all the share capital of EARNZ Property Services Limited on 31 March 2026, further details are included in note 11. Revenue and Operating Profit Revenue was £8.4m in H1 2026 (H1 2025: £4.7m) an increase of 78% driven by the impact of acquisitions, A&D in July 25 and EPS in April 26, together with 32% revenue growth in Cosgrove and Drew (C&D) H1 2026 vs H1 2025. Gross profit was £2.1m (H1 2025: £1.3m). The businesses achieved a blended group gross margin of 25% (H1 2025: 27%). The margin reflects the revenue mix, with higher margin revenue from the Hinkley Point project, being lower in FY26 as expected. The Group’s adjusted EBITDA for H1 2026 was (£0.4m) loss (H1 2025: £0.1m profit). This result was in line with management expectations, reflecting the delays experienced in the release of orders. Adjusted EBITDA 30 June 2026 30 June 2025 31 December 2025 £’000 £’000 £’000 Operating loss (1,764) (245) (1,349) Depreciation & amortisation 186 125 310 Share-based payments 32 29 71 Operating loss before exceptional items (1,546) (91) (968) Exceptional items: Acquisition costs 460 174 304 Impairment - - 71 Restructuring costs 34 - 29 Pre-trading start-up costs 576 - 642 Non-recurring audit fee - - 16 Fixed asset write offs 29 - - Total exceptional items 1,099 174 1,062 Adjusted EBITDA (447) 83 94 Operating loss in H1 2026 was £1.8m (H1 2025: £0.2m). Included within the loss were £0.5m of acquisition costs (H1 2025: £0.2m) incurred as part of the Group’s buy-and-build strategy and pre-trading start-up costs of £0.6m (H1 2025: £nil). Net finance costs Net finance costs were £0.2m (H1 2025: £0.1m), mainly arising from finance charges on borrowings and debt factoring. Loss after Tax Loss after tax was (£2.0m) (H1 2025: (£0.4m)). Cash Flows Cash held at the end of the period was £1.6m (FY2025: £1.1m; H1 2025: £2.0m). Net cash outflow from operating activities was £1.2m (H1 2025: £0.6m). Net cash outflow from investing activities was £1.3m (H1 2025: £0.0m) mainly due to the £1.5m paid in relation to the acquisition of EARNZ Property Services Limited netting off against the £0.3m net cash acquired. Net cash inflow from financing activities was £3m (H1 2025: £0.6m), mainly in relation to the £3.4m funds raised from the issue of shares, less repayments for borrowings and lease liabilities. The Board does not recommend the payment of a dividend at this stage in the Group's development. Net Cash The balance sheet net (debt)/cash position (excluding lease liabilities and contingent consideration) was (£0.1m) (FY2025: (£0.8m) net debt; H1 2025: £0.9m net cash). Total contingent consideration was £3.1m (FY2025: £1.1m; H1 2025: £1.4m), of which £0.9m was within current liabilities and £2.2m within non- current liabilities. Issue of new shares New shares have been issued during the period to raise funds for the acquisition of EARNZ Property Services Limited and for additional working capital to support the Group continuing with its buy and build strategy. Elizabeth Lake CFO 30 September 2026 Interim condensed consolidated statement of comprehensive income (unaudited) For the six months ended 30 June 2026 Unaudited Unaudited Audited Note H1 2026 H1 2025 FY 2025 £’000 £’000 £’000 Revenue (3,4) 8,411 4,736 11,785 Cost of sales (6,270) (3,448) (8,734) Gross profit 2,141 1,288 3,051 Administrative expenses (3,905) (1,533) (4,400) Operating loss (1,764) (245) (1,349) Net finance costs (197) (125) (353) Other income / (losses) - (2) (19) Loss before tax (1,961) (372) (1,721) Taxation (8) 8 12 (26) Loss for the period (1,953) (360) (1,747) Total comprehensive loss for the period (1,953) (360) (1,747) Earnings per share Basic and diluted (£) (9) (0.011) (0.003) (0.015) The accompanying notes are an integral part of these financial statements Interim condensed consolidated statement of financial position (unaudited) As at 30 June 2026 Note Unaudited Unaudited Audited As at 30 June 2026 £’000 As at 30 June 2025 £’000 As at 31 December 2025 £’000 Non-current assets Property, plant and equipment 309 282 316 Right-of-use assets 405 199 380 Goodwill (10) 8,518 3,577 3,840 Intangible assets (10) 794 974 572 Deferred tax asset 182 178 233 Total non-current assets 10,208 5,210 5,341 Current assets Cash and cash equivalents 1,584 1,971 1,076 Trade and other receivables 2,901 1,489 1,976 Inventories 225 146 154 Other current assets 512 296 469 Total current assets 5,222 3,902 3,675 Current liabilities Trade and other payables (3,514) (1,830) (1,836) Contingent consideration (879) (180) (348) Loans and borrowings (1,243) (911) (1,235) Lease liabilities (190) (87) (188) Corporation tax (31) - (19) Total current liabilities (5,857) (3,008) (3,626) Net current (liabilities) / assets (635) 894 49 Non-current liabilities Contingent consideration (12) (2,252) (1,184) (793) Loans and borrowings (482) (159) (639) Lease liabilities (228) (133) (206) Total non-current liabilities (2,962) (1,476) (1,638) Net assets 6,611 4,628 3,752 Capital and reserves Share capital (13) 9,400 4,656 5,356 Share premium (13) 17,366 16,035 16,555 Share-based payment reserve (14) 126 52 94 Retained earnings (20,281) (16,115) (18,253) Total equity 6,611 4,628 3,752 The accompanying notes are an integral part of these financial statements. Interim condensed consolidated statement of changes in equity (unaudited) For the six months ended 30 June 2026 Share capital Share premium Share-based payment reserve Retained earnings Total equity £’000 £’000 £’000 £’000 £’000 Balance at 1 January 2025 4,088 15,621 39 (15,772) 3,976 Loss for the period - - - (360) (360) Transactions with owners: Shares issued, net of costs 568 414 - - 982 Transfer of lapsed share-based payments - - (17) 17 - Equity-settled share-based payments - - 30 - 30 Total transactions with owners 568 414 13 17 1,012 Balance at 30 June 2025 4,656 16,035 52 (16,115) 4,628 Balance at 1 January 2026 5,356 16,555 94 (18,253) 3,752 Loss for the period - - - (1,953) (1,953) Transactions with owners: Shares issued, net of costs 4,044 811 - - 4,855 Fair value to statutory value adjustment on investment elimination - - - (75) (75) Equity-settled share-based payments - - 32 - 32 Total transactions with owners 4,044 811 32 (75) 4,812 Balance at 30 June 2026 9,400 17,366 126 (20,281) 6,611 The accompanying notes are an integral part of these financial statements. Interim condensed consolidated statement of cash flows (unaudited) For the six months ended 30 June 2026 Note Unaudited H1 2026 Unaudited H1 2025 £’000 Audited FY 2025 £’000 £’000 Cash flows from operating activities Loss before taxation (1,961) (372) (1,721) Adjustments to cash flows from non-cash items: Depreciation 159 73 204 Amortisation 34 51 61 Impairment charge - - 7 Share based payment expense (14) 32 30 71 Other (gains)/losses 3 21 Less deferred tax credit (32) - - Bad debt (expense)/write back - (25) 5 Less finance income - (10) (16) Add back finance costs 89 73 200 (1,679) (177) (1,168) Working capital adjustments: (Increase) / decrease in inventories (18) (2) 2 Increase in trade and other receivables (93) (162) (654) Increase / (decrease) in trade and other payables 590 (139) (344) Decrease in provisions (19) - - Cash outflows from operating activities (1,219) (480) (2,164) Income taxes received / (paid) 4 (98) (143) Net cash outflows from operating activities (1,215) (578) (2,307) Cash flows from investing activities Interest received - 10 16 Payment for acquisition of subsidiaries net of cash acquired (1,242) - (306) Purchase of property, plant and equipment (7) (16) (78) Purchase of intangibles (7) (10) (22) Proceeds from sale of property, plant and equipment 8 8 Purchase of right-of-use-asset (8) - - Net cash outflows from investing activities (1,264) (8) (382) Cash flows from financing activities Proceeds from issue of shares, net of share issue costs (13) 3,355 982 1,942 (Costs)/Proceeds from unauthorised overdraft - (2) (2) Net (repayment) /proceeds from factoring of trade receivables - (62) (47) Factoring fees and interest paid - (57) - Proceeds from borrowings - - 489 Repayment of borrowings (136) (203) (389) Repayment of lease liabilities (188) (66) (179) Interest paid (44) - (14) Net cash inflows from financing activities 2,987 592 1,800 Net increase/(decrease) in cash and cash equivalents 508 6 (889) Cash and Cash Equivalents at the start of the period 1,076 1,965 1,965 Cash and Cash Equivalents at the end of the period 1,584 1,971 1,076 The accompanying notes are an integral part of these financial statements. Notes to the condensed financial statements for the six months ended 30 June 2026 1. Corporate Information The interim condensed consolidated financial statements of EARNZ Plc and its subsidiaries (collectively, the Group) for the six months ended 30 June 2026 were authorised for issue in accordance with a resolution of the directors on 30 September 2026. EARNZ Plc (the Company) is a public company limited by share capital, incorporated in the UK, registered in England and Wales (Company number: 10114644) and domiciled in the UK. The address of its registered office is: St James House First Floor, St James House, St James’ Square Cheltenham, Gloucestershire, United Kingdom, GL50 3PR The Company’s ordinary shares are traded on the Alternative Investment Market (AIM) of the London Stock Exchange under the ticker symbol EARN. The Company’s strategy is to buy and build leading businesses, with a focus on decarbonisation and net zero. 2. Basis of preparation The interim condensed consolidated financial statements for the six months ended 30 June 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting. The accounting policies and methods of computation used in the preparation of the interim financial statements are consistent with those applied in the Group’s most recent annual consolidated financial statements. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should therefore be read in conjunction with the Group’s annual consolidated financial statements as at 31 December 2025. The financial statements are presented in pounds sterling which is the presentational currency of the Group, and all values are rounded to the nearest thousand pounds (£’000) unless otherwise stated. The interim financial statements and accompanying notes have not been audited or reviewed by the Group’s external auditor. The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities. There have been no material changes in estimates or judgements from those disclosed in the annual report. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. The Group’s activities are not subject to significant seasonal variation. 2.1 Going Concern The Directors have carefully considered the Group's financial position, current trading performance, cash resources, projected cash flows and working capital requirements for the period of at least 12 months from the date of approval of these condensed consolidated interim financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have reviewed detailed cash flow forecasts and budgets covering the period to 31 December 2027. The assessment considered the Group's current trading performance, expected future revenues, operating costs, capital expenditure requirements and working capital movements. The forecasts were subjected to sensitivity analysis and stress testing to assess the impact of reasonably possible downside scenarios, including reductions in revenue growth and increased costs. At 25 September 2026, the Group had cash and cash equivalents of £0.8 million. The Directors have considered the adequacy of the Group's existing cash resources together with cash expected to be generated from operations during the assessment period. After reviewing the forecasts, sensitivities and available mitigating actions, the Directors have a reasonable expectation that the Group has sufficient resources to continue in operational existence and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these condensed consolidated interim financial statements. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these condensed consolidated interim financial statements. 3. Revenue The Group derives revenue from the transfer of goods and services over time, and at a point in time (H1 2025: over time and at a point in time). Unaudited Unaudited H1 2026 H1 2025 £’000 £’000 Rendering of services from contracts with customers over time 4,471 2,559 Rendering of services from contracts with customers at a point in time 3,940 2,177 Revenue 8,411 4,736 Revenue is disaggregated further in Note 4, which is the level at which it is analysed within the business. 4. Segment information The following table present revenue and profit for the Group’s operating segments for the six months ended 30 June 2026 and 2025 respectively: Segmental revenue and operating profit: Revenue Operating Profit H1 2026 H1 2025 H1 2026 H1 2025 £’000 £’000 £’000 £’000 Commercial and Industrial mechanical and electrical engineering services 5,318 4,031 648 72 Domestic maintenance and heating installations 671 705 (47) 9 Retrofit and solar services 883 - (150) - Social housing retrofit services 895 - (693) - Energy efficiency retrofit services 644 - (332) - Segmental revenue / (loss)/profit 8,411 4,736 (574) 81 Head office costs (730) (152) Operating loss before acquisition and disposal costs (1,304) (71) Acquisition related costs (460) (174) Operating loss (1,764) (245) Finance income - 10 Finance costs (197) (135) Other gains/(losses) - (2) Loss before taxation (1,961) (372) Taxation 8 12 Loss for the period (1,953) (360) Only the Group consolidated statement of financial position is regularly reviewed by the chief operating decision maker and consequently no segment assets or liabilities are disclosed here under IFRS 8. Geographical segments All of the Group’s operations and revenue-generating activities are conducted in the United Kingdom (H1 2025: all United Kingdom). As such, no geographical segment disclosures are provided as the Group operates entirely within one geographic area. 5. Exceptional items Operating loss in H1 2026 was (£1.7m) (H1 2025: loss of £0.2m). Included within the loss were £0.5m of acquisition costs (H1 2025: £0.2m) incurred as part of the Group’s buy-and-build strategy and pre-trading start-up costs of £0.6m (H1 2025: £nil). Other exceptional items of £0.1m included reorganisation costs and share based payment expenses. For further details of the acquisition that completed after the reporting date, see Note 18, Events after the reporting period. 6. Discontinued operations There were no discontinued operations during the six months ended 30 June 2026 (H1 2025: none). National Retrofit Solutions Limited (“NRS”) ceased trading during the year and remains a wholly owned subsidiary of the Group. The trade from NRS was subsequently moved into another group entity. The cessation does not meet the criteria for presentation as a discontinued operation under IFRS 5. 7. Impairment testing of goodwill and intangibles An indicator of impairment was identified for goodwill and/or other intangible assets as at 30 June 2026. Accordingly, an impairment assessment was performed. Based on this assessment, no impairment was identified and no impairment losses have been recognised in the period. 8. Taxation The Group’s income tax credit for the six months ended 30 June 2026 was £8k (H1 2025: £12k credit). 9. Earnings per share 6m ended 30 June 2026 6m ended 30 June 2025 £’000 £’000 Loss for the period attributable to equity holders of Parent Company (1,953) (360) Weighted average number of ordinary shares – basic and diluted 185,025,000 103,697,000 Basic and diluted loss per share (1.1p) (0.3p) As the Group incurred a loss in the current six-month period and the prior six-month period, the impact of potential ordinary shares is also anti-dilutive and therefore excluded from the diluted earnings per share calculation. 10. Goodwill and intangible assets Goodwill £’000 Customer relationships £’000 Other £’000 Total £’000 Movement in carrying amount At 1 January 2026 3,840 549 23 4,412 Additions 4,678 253 - 4,931 Arising on acquisition 8,518 802 23 9,343 Reclassification - - - - Amortisation - (30) (1) (31) Other movements - (30) (1) (31) At 30 June 2026 8,518 772 22 9,312 11. Business Combinations EARNZ Property Services Limited (formerly Zero Carbon Group Limited) On 31 March 2026, the Group acquired 100% of the issued share capital of EARNZ Property Services Limited (formerly Zero Carbon Group Limited ), obtaining control of the entity. The fair values of the assets acquired, and liabilities assumed at the acquisition date are set out below. Due to the recent timing of the acquisition and the ongoing assessment of information relevant to the valuation of certain consideration elements and acquired assets and liabilities, the amounts recognised are provisional in accordance with IFRS 3.45. Management concluded that the transaction constitutes a business combination under IFRS 3 Business Combinations, as the Group acquired 100% of the share capital and therefore obtained control, being the power to govern the financial and operating policies of the acquiree to obtain benefits from its activities. Initial consideration comprised £3,000,000 which includes £1,500,000 cash and £1,500,000 consideration shares allotted to the sellers based on the placing price of 5.0p. The share consideration has been adjusted to a fair value of £1,425,000 based on the issue of 20,833,333 shares at a market value of 4.75p, the closing share price the day before the acquisition completed. Further consideration is noted below: £130,000 regarding the net debt adjustment. When EARNZ Property Services Limited achieves EBITDA of £500,000 following the Acquisition, the Company will pay the sellers £1,000,000. Deferred consideration will be payable as £500,000 cash and £500,000 in EARNZ shares at the issue price. When EARNZ Property Services Limited achieves EBITDA of £1,000,000 following the acquisition, the Company will pay the sellers a further £1,000,000. Deferred consideration will be payable as £500,000 cash and £500,000 in EARNZ shares at the issue price. Additional consideration is deferred and contingent of up to £4,500,000 upon reaching EBITDA targets for up to two years post-completion and is payable 60% in cash and 40% in new ordinary shares in EARNZ plc. As at 30 June 2026, the full discounted deferred and contingent consideration of the £4,500,000 has not been recognised, in line with management’s expectation at that date that the EBITDA targets will not be achieved. Goodwill of £4.7m is attributable to the team acquired, their sector expertise and long-standing reputation in the industry, in addition to accreditations held. It will not be deductible for tax purposes. The acquisition aligns with the Group’s strategic focus on decarbonisation and enhancing its market position. The following table summarises the consideration paid, book value and the fair value of assets acquired, and the liabilities assumed. EPS Ltd Book value £’000 EPS FV Adjustment £’000 EPS FV £’000 Intangible Asset - Customer Relationships - 254 254 Intangible Asset 1 (1) - Property, plant and equipment 26 - 26 Right-of-use assets 176 - 176 Contract assets 45 - 45 Inventories 61 - 61 Trade and other receivables 606 - 606 Cash and cash equivalents 258 - 258 Total assets 1,173 253 1,426 Trade and other payables (745) - (745) Borrowings (43) - (43) Lease liabilities (180) - (180) Corporation tax (59) - (59) Deferred tax liability - (63) (63) Total Liabilities (1,027) (63) (1,090) Net identifiable assets acquired 146 190 336 Goodwill 4,678 Total consideration 5,014 Less contingent consideration (1,959) Less consideration paid in shares (1,425) Consideration paid in cash 1,630 The acquired business contributed revenues of £0.7m and net loss of (£0.3m) to the group for the period from 1 April to 30 June 2026. If the acquisition had occurred on 1 January 2026, consolidated pro-forma revenue and loss for the period ended 30 June 2026 would have been £9.7m and (£1.8m) respectively. The table below sets out the net cash outflow of the acquisitions: H1 2026 £’000 H1 2025 £’000 EARNZ Property Services Limited 1,500 - Less: cash acquired (258) - Net outflow of cash – investing activities 1,242 - Acquisition related costs in the year of £0.1m relate to legal due diligence and corporate advisory on the acquisition are included in administrative expenses in the statement of profit or loss and in operating cash flows in the statement of cash flows. 12. Contingent consideration The Group continues to recognise a contingent consideration liability related to the acquisitions of Cosgrove & Drew Ltd in 2024, as well as additional contingent consideration for the acquisitions of EARNZ Property Services Limited in 2026. During the interim period ended 30 June 2026, the movement in the contingent consideration liability due to the unwinding of the discount resulted in a finance cost of £31k recognised in profit or loss (H1 2025: £29k). There have been no changes to the key assumptions or payment terms since 31 December 2025. Movement in contingent consideration 30 June 2026 31 December 2025 £’000 £’000 Opening balance at 1 January 1,141 1,057 Addition on acquisitions 1,959 - Unwinding of discount 31 69 Loss on remeasurement of contingent consideration - 15 Closing balance at 30 June 3,131 1,141 Included in current liabilities 879 348 Included in non-current liabilities 2,252 793 13. Share capital 30 June 2026 31 December 2025 No. £ No. £ All issued shares are ordinary shares, which are fully paid 235,017,794 9,400,712 133,908,362 5,356,335 Movements in ordinary shares: Note No. shares Par value Share Premium Total £ £ £ Balance at 1 January 2026 133,908,362 5,356,335 16,554,851 21,911,186 Shares issued during the period 101,109,432 4,044,377 810,774 4,855,151 Balance at 30 June 2026 235,017,794 9,400,712 17,365,625 26,766,337 During the six months ended 30 June 2026, 71,109,432 ordinary shares were issued for gross proceeds of £3.36m before share issue costs of £8k (H1 2025: 14,201,965 shares issued for gross proceeds of £1.02m before costs of £40k). An additional 30,000,000 ordinary shares (£1.5m) were used as part of the acquisition of EARNZ Property Services Limited (see note 11 for further details) 14. Share-based payments There have been no significant changes to the Group’s share-based payment a