Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31The Company has taken advantage of the exemption permitted by Section 33 Related Party Disclosures, not to provide disclosures of transactions entered into with other wholly-owned members of the Group. At the Statement of Financial Position date, the Company is owed £129 (2022: £129) from Utility Bidder Limited. Utility Bidder Limited is a related party by virtue of holding 88% of the share capital in the Company. At the Statement of Financial Position date, the Company is owed £9,468 (2022: £9,468) from Project Steel Bidco Limited. Project Steel Bidco Limited is a related party by virtue of holding 88% of the share capital in the Company. In 2022, a director of the Group made an unsecured working capital loan to the Group of £657,115. Capital repayments of £396,000 were made in 2023, the loans term has been changed to 31 December 2024. As at 31 December 2023 the total outstanding balance was £267,963 (2022: £663,836). A director of the Group is also a director of Steel Men Limited. The balance owed at the year end by Steel Men Limited was £1,256 (2022: £1,256). A director of the Group is also a director of Walbrook Advisors Limited. During the year the Group paid Walbrook Advisors Limited consultancy fees totalling £28,500 (2022: £28,500). The balance owed at the year end to Walbrook Advisors Limited was £8,550 (2022: £8,550).2023-01-01falseNo description of principal activity44falsefalsefalse 11726410 2023-01-01 2023-12-31 11726410 2022-01-01 2022-12-31 11726410 2023-12-31 11726410 2022-12-31 11726410 2022-01-01 11726410 c:Director1 2023-01-01 2023-12-31 11726410 c:Director2 2023-01-01 2023-12-31 11726410 c:Director3 2023-01-01 2023-12-31 11726410 c:Director4 2023-01-01 2023-12-31 11726410 c:RegisteredOffice 2023-01-01 2023-12-31 11726410 d:FurnitureFittings 2023-01-01 2023-12-31 11726410 d:Goodwill 2023-01-01 2023-12-31 11726410 d:CurrentFinancialInstruments 2023-12-31 11726410 d:CurrentFinancialInstruments 2022-12-31 11726410 d:Non-currentFinancialInstruments 2023-01-01 2023-12-31 11726410 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 11726410 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 11726410 d:ShareCapital 2023-01-01 2023-12-31 11726410 d:ShareCapital 2023-12-31 11726410 d:ShareCapital 2022-01-01 2022-12-31 11726410 d:ShareCapital 2022-12-31 11726410 d:ShareCapital 2022-01-01 11726410 d:SharePremium 2023-01-01 2023-12-31 11726410 d:SharePremium 2023-12-31 11726410 d:SharePremium 2022-01-01 2022-12-31 11726410 d:SharePremium 2022-12-31 11726410 d:SharePremium 2022-01-01 11726410 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 11726410 c:OrdinaryShareClass1 2023-01-01 2023-12-31 11726410 c:OrdinaryShareClass1 2023-12-31 11726410 c:OrdinaryShareClass1 2022-12-31 11726410 c:OrdinaryShareClass2 2023-01-01 2023-12-31 11726410 c:OrdinaryShareClass2 2023-12-31 11726410 c:OrdinaryShareClass2 2022-12-31 11726410 c:OrdinaryShareClass3 2023-01-01 2023-12-31 11726410 c:OrdinaryShareClass3 2023-12-31 11726410 c:OrdinaryShareClass3 2022-12-31 11726410 c:FRS102 2023-01-01 2023-12-31 11726410 c:Audited 2023-01-01 2023-12-31 11726410 c:FullAccounts 2023-01-01 2023-12-31 11726410 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 11726410 d:Subsidiary1 2023-01-01 2023-12-31 11726410 d:Subsidiary1 1 2023-01-01 2023-12-31 11726410 d:Subsidiary2 2023-01-01 2023-12-31 11726410 d:Subsidiary2 1 2023-01-01 2023-12-31 11726410 d:Subsidiary3 2023-01-01 2023-12-31 11726410 d:Subsidiary3 1 2023-01-01 2023-12-31 11726410 d:Subsidiary4 2023-01-01 2023-12-31 11726410 d:Subsidiary4 1 2023-01-01 2023-12-31 11726410 d:Subsidiary5 2023-01-01 2023-12-31 11726410 d:Subsidiary5 1 2023-01-01 2023-12-31 11726410 c:Consolidated 2023-12-31 11726410 c:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 11726410 2 2023-01-01 2023-12-31 11726410 4 2023-01-01 2023-12-31 11726410 6 2023-01-01 2023-12-31 11726410 e:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure



















Project Steel Topco Limited

Registered number: 11726410
Annual report and
 financial statements
For the year ended 31 December 2023

 
PROJECT STEEL TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
G M Wood CBE 
C Shaw 
M Robson 
N Baker 




Registered number
11726410



Registered office
Corby Innovation Hub
Bangrave Road South

Corby

NN17 1NN




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE





 
PROJECT STEEL TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 5
Directors' Report
 
6 - 8
Independent Auditor's Report
 
9 - 12
Consolidated Statement of Comprehensive Income
 
13
Consolidated Statement of Financial Position
 
14
Company Statement of Financial Position
 
15
Consolidated Statement of Changes in Equity
 
16
Company Statement of Changes in Equity
 
17
Consolidated Statement of Cash Flows
 
18 - 19
Notes to the Financial Statements
 
20 - 41


 
PROJECT STEEL TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for Project Steel Topco Limited ("the Company") and its' subsidiaries ("the Group") for the year ended 31 December 2023.

Business review
 
The principal activity of the Group is to provide small and medium sized enterprises (“SMEs”) with comparison, switching and intermediary services for utilities and other services. These services are provided either directly by our own sales agents or through our sub-broker channel for whom we act as an aggregator. Utility Bidder is one of the leading providers and over the period has continued to grow with more customers using the services.
The development of the business has been achieved through;
- Seeking to provide a trusted and quality service to all of our customers and who subsequently renew their   energy contracts through the Group;
- Through only working with suppliers that will provide suitable pricing and a high standard of service to our   customers; and;
- Ongoing investment in our digital and call centre channels to maintain standards for our customers.
The directors plan to maintain the Group’s position as a leading provider of energy broking services through continued training and development of our sales teams and ongoing investment in our CRM and customer contact systems that support the customer journey whether via our call centres or digitally. 

COVID 19
With the series of lockdowns through 2020 and 2021, as seen with many of our competitors, the Group experienced a downturn in business both in terms of commission contract volumes and average contract value. The reduction in contract values was seen across both our call centre and digital channels and was due to the utility suppliers no longer offering longer term contracts to our customers beyond three years and based on reduced consumptions across the SME business sector during the lockdowns, reducing the contracted levels of consumption on new contracts. The impact of COVID 19 continues to be felt as contracts entered into during that period continue to be finalised with lower than normal consumption values being recognised over their life.
The Ukraine War & Energy Prices
During late 2021 and with the outbreak of the war in Ukraine and the subsequent energy supply crisis through the second half of 2022, energy prices for both gas and electricity were extremely volatile throughout the whole of this period. Consequently, there were short periods when suppliers were either unable to provide fixed term contract pricing or only fixed term contracts for short periods. Whilst these issues have at times impeded the sales growth opportunities for the year ended 31 December 2022 and the early part of the year ended 31 December 2023, the directors are pleased with the way our agents have at all times sought to help secure the best competitive alternative pricing to help our customers save money and meet their energy requirements. 

- 1 -

 
PROJECT STEEL TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
The directors measure and monitor business performance on a weekly and monthly basis using a wide range of key performance indicators to ensure continuous improvement and progress towards achieving the annual targets and strategic objectives.
The directors believe that the following Key Performance Indicators provide the necessary measures of business performance:
- Revenue
- Growth in customer & contract numbers
- EBITDA before exceptional items
- Operating cashflow
- Customer satisfaction
1. Revenue
With an increased number of sales agents and their improving productivity, along with the availability of longer term fixed price contracts through 2023, the year on year revenue for Utility Bidder Limited grew by 33.7% to £19.7million. This included increased year on year gross contract sales from our own agents (43.6% growth) (2022 – 3.6% growth) with the sub brokers sales declining by 11.4% (2022 – 7.8% decline) as this channel was further reviewed and a number of sub-broker agreements allowed to lapse. The sales for 2023 included continued year on year gross sales growth of 38.8% (2022 - 37.0%) from our digital platforms including PPC and SEO revenue activities. 
2. Growth in customer & contract numbers
The growth in customer & contract numbers is an important indicator of overall growth and improving market share in addition to future revenue opportunities in providing additional services to our customers and renewing existing energy contracts when they come up for renewal. For the year to 31 December 2023 the number of contracts sold by Utility Bidder Limited agents increased by 61.4% year on year to 14,624 (2022 – 9,058). In terms of customer accounts and meters, these indices grew year on year by 19.8% - 17,083 accounts (2022 - 10.6% to 14,453) and by 20.5% - 24,818 meters (2022-11.6% to 20,868) respectively.
3. Adjusted proforma EBITDA before exceptional items
The directors use adjusted proforma EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) before exceptional items as this measure excludes expenditure which is one-off in nature. 
The directors have disclosed the adjusted proforma EBITDA before exceptional items as they believe this provides a better understanding of the Group’s underlying financial performance and is consistent with the measure used in monitoring the performance of the business.
 
- 2 -

 
PROJECT STEEL TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

The Group achieved adjusted proforma EBITDA before exceptional items of:
 


2023
2022

£000
£000
Operating (loss)/profit
(1,912)
1,094
Exceptional administrative expenses/(credit)
3,338
(62)
Depreciation
83
61
Amortisation
1,402
1,458
Adjusted proforma EBITDA
2,911
2,551

The 14.1% (2022 - 6.0%) increase in year on year EBITDA was due to the growth in Utility Bidder Limited's contract volumes and contract value growth with higher margin own agent sales in comparison to sub-broker sales.
4. Operating cashflow
The net cash generated by operating activities was £1,789k, a year on year movement of £203k, with a closing cash balance at 31 December 2023 of £3,300k.
The year on year improvement in cash generation was due to the contract volume and sales growth reported for the year together with improved payment terms agreed with certain suppliers. In addition, during the COVID-19 lockdowns in 2020 & 2021, utility suppliers adjusted contract values through more frequent reconciliations using consumptions that were impacted by the lockdowns and temporary business closures. The supplier consumption reconciliations at the end of contracts have reflected higher levels of consumptions and contract values and resulting in improved levels of receipts from suppliers.
5. Customer satisfaction
Customer satisfaction is monitored through our customer services team with measures including Net Promoter Scores (“NPS”) and Trustpilot where we have consistently achieved high ratings. The NPS scores together with the customer feedback are reviewed on a monthly basis with feedback given to the sales agents and plans agreed to continually improve the scores.

- 3 -

 
PROJECT STEEL TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The principal risks and uncertainties faced by the Group are outlined below and include an outline of how these risks are managed and mitigated where applicable.
1. Estimation of revenue by contract & accrued revenue recoverability
The revenue recognised for each contract is based upon assumptions including an estimation of the expected future consumption for utility contracts. This estimation will have inherent uncertainty, particularly with COVID-19 and the implications of the Ukraine war and energy price crisis. This is discussed further in the revenue recognition accounting policy.
The Group has controls and processes to continually review and manage the estimation of consumption, including:
- Verification of customer’s consumption levels with either the customers’ or suppliers’ records,
- Stringent review of contract paperwork and supporting records prior to recording the sale,
- Regular reporting and monitoring, including exception reporting, of all the key contract matrices,
- Regular matching of cash receipts for each customer contract and follow up measures, and,
- Regular management review of the level of provisions - based on historic performance, supplier   
 information and other factors.
2. Cyber-security
The Group faces the ongoing risk of being subject to a cyber security attack, which if successful, could impact operations, customer data and the goodwill of the business. Continuous investment is being made in the IT infrastructure, staff training, processes and procedures to reduce the risk and prevent cyber attacks. 
3. Recruitment and retention of key management and staff
The requirement for the recruitment and retention of staff is key to the successful operation and future growth of the business. 
To manage this risk, management continues to invest in the recruitment and assessment of personnel joining the Group, including induction training and development programmes as staff gain experience in their roles.  Regular feedback and engagement scores are sought from every level of staff and management. Staff benefits, incentives and other initiatives are also in place to support, motivate and engender the culture within the business. This investment is reflected in the Investor in People Silver award held by the Group.
4. Strategic risks
The ongoing geopolitical uncertainties including the war in Ukraine and the energy supply crisis, as well as the residual effects of COVID-19, have all impacted to varying levels the markets in which the group, our suppliers, competitors and our customers operate. In addition, the general economic situation in the UK including high inflation rates have put financial pressures on the SME sector and their ability to absorb the additional costs within their businesses. The directors continually monitor the markets and liaise with key suppliers to ensure that any changes to their products can be quickly addressed. The directors will also in due course be looking to start to provide additional services to our existing customer base.
The energy broking sector in which the Group operates has been subject to regulatory review. Ofgem, as a result of its’ microbusiness review, introduced the full disclosure of commissions and the Alternative Dispute Resolution process both of which have been fully implemented in the Utility Bidder business. Utility Bidder Limited is also a founding member of the Energy Consultants Association (“ECA”), an organisation that seeks to adhere to regulatory requirements as well as promoting bast practices across the Third Party Introducer / Energy Broking membership and has taken a prominent role being part of the executive team within the ECA.

- 4 -

 
PROJECT STEEL TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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



M Robson
Director

Date: 23 September 2024

- 5 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £3,886,125 (2022 - loss £1,613,427).

Directors

The directors who served during the year were:

G M Wood CBE 
C Shaw 
M Robson 
N Baker 

- 6 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

The Group manages its day to day working capital requirements and the levels of cash and cash equivalents, trade debtors and creditors. As set out in the Directors’ Report, the Group through 2023 has seen recoveries in overall trading as suppliers have returned with price books and improving contract terms.
The directors regularly prepare forecasts and mitigating actions that would be taken to help manage the Group's cash positions. The directors regularly prepare forecasts and projections seek to take account of ongoing changes in trading performance and working capital. These forecasts are then tested to assess the potential effects of suppliers changing price books, introducing shorter term contracts, or temporarily withdrawing price books or accelerating supplier consumption reconciliations or higher levels of clawbacks arising from the closure of customers’ businesses. If one of these events was to take effect then the directors would implement changes within the business seeking to mitigate the impact of one or more of the above changes. The Group continues to show over £3m of cash at year end and remains in a net asset position.
These forecasts show that the Group can continue to operate and after making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern in preparing its' financial statements.

Engagement with employees

The directors and senior managers engage with its employees continuously and in ways to suit their different working patterns. This includes:
- Monthly company wide meetings
- Line manager briefings
- Communication forums and focus groups
- Email news alerts
- Employee social media groups
Details of sales and economic factors effecting the performance of the Company are shared with all employees at the appropriate time using the methods listed above. 
We provide opportunities for employees to give their feedback to the Company including from team meetings, employee forums, focus groups and online surveys.
The business also has an online learning platform with interactive courses and videos that are used for employee inductions and ongoing development of our employees.

Disclosure of information to auditor

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 and the Group's auditor is 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 and the Group's auditor is aware of that information.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

- 7 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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





M Robson
Director

Date: 23 September 2024

- 8 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT STEEL TOPCO LIMITED
 

Opinion

We have audited the financial statements of Project Steel Topco Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Group's and the Parent Company’s affairs as at 31 December 2023 and of the Group's loss 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 Group's and the Parent 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our 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.
- 9 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT STEEL TOPCO LIMITED
 

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.

Opinions 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 light of the knowledge and understanding of the Group and the Parent Company and their 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company 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.

- 10 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT STEEL TOPCO LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 Group's and the Parent 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 intend either to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the Group and the Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
- 11 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT STEEL TOPCO LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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 2006. Our 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 auditor's 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.




Neil Barton (Senior Statutory Auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE

23 September 2024
- 12 -

 
PROJECT STEEL TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
19,683,184
14,723,969

Cost of sales
  
(7,991,121)
(6,654,278)

Gross profit
  
11,692,063
8,069,691

Administrative expenses
  
(10,656,200)
(7,202,949)

Exceptional administrative (expenses)/income
 5 
(3,338,411)
62,304

Other operating income
 6 
390,472
165,134

Operating (loss)/profit
 7 
(1,912,076)
1,094,180

Interest receivable and similar income
 11 
10,591
487

Interest payable and similar expenses
 12 
(2,188,805)
(2,212,021)

Loss before taxation
  
(4,090,290)
(1,117,354)

Tax on loss
 13 
92,570
(284,475)

Loss for the financial year
  
(3,997,720)
(1,401,829)

  

(Loss) for the year attributable to:
  

Non-controlling interests
  
(111,595)
211,598

Owners of the parent Company
  
(3,886,125)
(1,613,427)

  
(3,997,720)
(1,401,829)

The notes on pages 20 to 41 form part of these financial statements.

- 13 -

 
PROJECT STEEL TOPCO LIMITED
REGISTERED NUMBER: 11726410

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
4,758,526
5,645,805

Tangible assets
 15 
218,955
98,997

  
4,977,481
5,744,802

Current assets
  

Debtors: amounts falling due within one year
 17 
9,065,583
10,655,839

Cash at bank and in hand
 18 
3,300,902
3,079,506

  
12,366,485
13,735,345

Creditors: amounts falling due within one year
 19 
(3,952,676)
(3,549,658)

Net current assets
  
 
 
8,413,809
 
 
10,185,687

Total assets less current liabilities
  
13,391,290
15,930,489

Creditors: amounts falling due after more than one year
 20 
(26,810,212)
(25,259,121)

Provisions for liabilities
  

Deferred taxation
 23 
-
(92,570)

Net liabilities
  
(13,418,922)
(9,421,202)


Capital and reserves
  

Called up share capital 
 24 
1,000
1,000

Share premium account
 25 
8,947
8,947

Profit and loss account
 25 
(14,192,188)
(10,306,063)

Equity attributable to owners of the parent Company
  
(14,182,241)
(10,296,116)

Non-controlling interests
  
763,319
874,914

  
(13,418,922)
(9,421,202)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.


M Robson
Director

The notes on pages 20 to 41 form part of these financial statements.

- 14 -

 
PROJECT STEEL TOPCO LIMITED
REGISTERED NUMBER: 11726410

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
9,250
9,250

  
9,250
9,250

Current assets
  

Debtors: amounts falling due within one year
 17 
9,947
9,947

  
9,947
9,947

Creditors: amounts falling due within one year
 19 
(9,250)
(9,250)

Net current assets
  
 
 
697
 
 
697

Total assets less current liabilities
  
9,947
9,947

  

  

Net assets
  
9,947
9,947


Capital and reserves
  

Called up share capital 
 24 
1,000
1,000

Share premium account
 25 
8,947
8,947

  
9,947
9,947


The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the year was £NIL (2022: £NIL).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on23 September 2024.


M Robson
Director

The notes on pages 20 to 41 form part of these financial statements.

- 15 -

 
PROJECT STEEL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Non-
controlling interests
Total equity

£
£
£
£
£
£


At 1 January 2022
981
8,837
(8,692,636)
(8,682,818)
663,316
(8,019,502)


Comprehensive income for the year

Loss for the year
-
-
(1,613,427)
(1,613,427)
211,598
(1,401,829)
Total comprehensive income for the year
-
-
(1,613,427)
(1,613,427)
211,598
(1,401,829)


Contributions by and distributions to owners

Shares issued during the year
19
110
-
129
-
129


Total transactions with owners
19
110
-
129
-
129



At 1 January 2023
1,000
8,947
(10,306,063)
(10,296,116)
874,914
(9,421,202)


Comprehensive income for the year

Loss for the year
-
-
(3,886,125)
(3,886,125)
(111,595)
(3,997,720)
Total comprehensive income for the year
-
-
(3,886,125)
(3,886,125)
(111,595)
(3,997,720)


At 31 December 2023
1,000
8,947
(14,192,188)
(14,182,241)
763,319
(13,418,922)


The notes on pages 20 to 41 form part of these financial statements.

- 16 -

 
PROJECT STEEL TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Total equity

£
£
£


At 1 January 2022
981
8,837
9,818

Profit for the year
-
-
-
Total comprehensive income for the year
-
-
-


Contributions by and distributions to owners

Shares issued during the year
19
110
129


Total transactions with owners
19
110
129



At 1 January 2023
1,000
8,947
9,947

Profit for the year
-
-
-
Total comprehensive income for the year
-
-
-


At 31 December 2023
1,000
8,947
9,947


The notes on pages 20 to 41 form part of these financial statements.

- 17 -

 
PROJECT STEEL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(3,997,720)
(1,401,829)

Adjustments for:

Amortisation of intangible assets
1,401,965
1,457,653

Depreciation of tangible assets
83,364
60,677

Interest charged
2,188,805
2,212,021

Interest received
(10,591)
(487)

Taxation charge
(92,570)
284,475

Decrease in debtors
1,590,256
132,246

Increase/(decrease) in creditors
625,858
(1,073,885)

Corporation tax received/(paid)
-
(84,956)

Net cash generated from operating activities

1,789,367
1,585,915


Cash flows from investing activities

Purchase of intangible fixed assets
(514,686)
(58,847)

Purchase of tangible fixed assets
(204,279)
(72,603)

Sale of tangible fixed assets
957
122

Interest received
10,591
487

Net cash from investing activities

(707,417)
(130,841)
- 18 -

 
PROJECT STEEL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
-
129

Repayment of bank loan
(170,884)
(168,479)

New/(repayment of) finance leases
222,296
(171,489)

(Repayment of)/other new loans
(420,847)
7,495

Interest paid
(491,119)
(92,594)

Net cash used in financing activities
(860,554)
(424,938)

Net increase in cash and cash equivalents
221,396
1,030,136

Cash and cash equivalents at beginning of year
3,079,506
2,049,370

Cash and cash equivalents at the end of year
3,300,902
3,079,506


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,300,902
3,079,506

3,300,902
3,079,506


- 19 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Project Steel Topco Limited (‘the Company’) is a private company, limited by shares, incorporated in the United Kingdom.
The address of its registered office and principal place of business is:
Corby Innovation Hub
Bangrave Road South
Corby
United Kingdom
NN17 1NN
These financial statements have been presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

- 20 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group manages its day to day working capital requirements and the levels of cash and cash equivalents, trade debtors and creditors. As set out in the Directors’ Report, the Group through 2023 has seen recoveries in overall trading as suppliers have returned with price books and improving contract terms.
The directors regularly prepare forecasts and mitigating actions that would be taken to help manage the Group's cash positions. The directors regularly prepare forecasts and projections seek to take account of ongoing changes in trading performance and working capital. These forecasts are then tested to assess the potential effects of suppliers changing price books, introducing shorter term contracts, or temporarily withdrawing price books or accelerating supplier consumption reconciliations or higher levels of clawbacks arising from the closure of customers’ businesses. If one of these events was to take effect then the directors would implement changes within the business seeking to mitigate the impact of one or more of the above changes. The Group continues to show over £3m of cash at year end and remains in a net asset position.
These forecasts show that the Group can continue to operate and after making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern in preparing its' financial statements.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Customer Energy Contracts
Through procuring contracts with energy suppliers on behalf of SME customers, the Group generates revenues by way of commissions received directly from the energy suppliers. Commissions are variable as they are based upon the energy usage of the SME customer at agreed commission rates with the energy suppliers. The expected commission over the full term of the contract is recognised at the point the contract is authorised by the supplier as this is the point at which control of the service is seen to transfer to the customer. The expected commission is calculated based on the historical consumption of the contracted meter point. The revenue recognised is constrained and adjusted by the proportion of the revenue that is expected to reverse over the life of the contract, due to consumption variances and contract attrition.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
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.

- 21 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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 Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Exceptional items

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

- 22 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

Software Development Costs
Software development costs are recognised as an intangible asset when all of the following criteria are demonstrated:
- The technical feasibility of completing the software so that it will be available for use.
- The intention to complete the software and use it.
- The ability to use the software.
- How the software will generate probable future economic benefits.
- The availability of adequate technical, financial and other resources to complete the development    and to use the software
- The ability to measure reliably the expenditure attributable to the software during its development.
Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. Software development costs are amortised over their useful economic life of 3 years.

 
2.12

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.

- 23 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures & fittings
-
33-50% straight line

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.

  
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired.
Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
Non financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

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.

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

- 24 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

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.

  
2.18

Finance leases

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

- 25 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 Group's cash and cash equivalents, trade and most other receivables 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

Financial assets are assessed for indicators of impairment at each reporting date. 

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.
 
- 26 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

- 27 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the Group’s accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
(i) Estimating the value of services delivered
The Group recognises adjustments against turnover for contract attrition where signed customer contracts are ultimately not delivered due to the energy provider being unable to complete the switching process or the contract is terminated at some point after the switching process has taken place. The charge for customers that have not completed the switching process together with the estimate for those that will not complete switching is reviewed and updated on a monthly basis. 
For those contracts that terminate after the switching process has taken place, for instance with the closure of the customer’s business, an adjustment is made to the expected revenue for the effect of business closures and other early terminations. The charge has been calculated based upon the costs that have been incurred to the date of this report together with using early contract termination data provided by suppliers and an assessment of market and credit analysts data.
The Group also monitors the customer energy consumption data that is passed to suppliers and on which the basis of the commission receivable is calculated. However, over the course of a contract and in particular with the COVID-19 pandemic and energy price crisis, consumption levels fluctuate and to address these consumption variances, an adjustment is applied to expected revenue at the point of sale based upon historical data and an estimation of future trends.


4.


Turnover

All turnover arose within the United Kingdom.

- 28 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Exceptional items

2023
2022
£
£


Professional fees
381,101
63,776

Insurance claim receivable
-
(665,997)

Contract charges
2,903,379
539,917

Redundancy costs
53,931
-

3,338,411
(62,304)

The contract charges in the current year represent a one-off charge in nature relating to the contract values impacted by reduced consumptions during the COVID lockdowns. As contracts have concluded and more data has become available, the consumption levels on these contracts have been at a far lower level than was initially expected.
Professional fees related to a project undertaken during the year that was considered more non recurring in nature.


6.


Other operating income

2023
2022
£
£

Other operating income
390,472
165,134



7.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Amortisation
1,401,965
1,457,653

Depreciation
83,364
60,677

Pension commitments
118,752
100,842

Other operating lease costs
430,119
379,249


8.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Audit services
39,000
36,000

- 29 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
6,715,186
4,896,126

Social security costs
772,445
566,029

Cost of defined contribution pension scheme
118,752
100,842

7,606,383
5,562,997


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
136
119
4
4


10.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
715,492
613,931

Group contributions to defined contribution pension schemes
14,045
13,723

729,537
627,654


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £212,499 (2022 - £193,500).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,078 (2022 - £7,560).


11.


Interest receivable

2023
2022
£
£


Other interest receivable
10,591
487

- 30 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
41,509
64,723

Other loan interest payable
2,147,296
2,147,298

2,188,805
2,212,021


13.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
24,689

Adjustments in respect of previous periods
-
217,862


-
242,551


Total current tax
-
242,551

Deferred tax


Origination and reversal of timing differences
(77,055)
419,107

Effect of tax rate change on opening balance
(15,515)
(377,183)

Total deferred tax
(92,570)
41,924


Taxation on (loss)/profit on ordinary activities
(92,570)
284,475
- 31 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 -19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(4,090,290)
(1,117,354)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(962,054)
(212,297)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
201,998
163,178

Expenses not deductible for tax purposes
3,088
12,896

Adjustments to tax charge in respect of prior periods
-
217,862

Remeasurement of deferred tax for changes in tax rates
(23,123)
(20,072)

Adjustments to tax charge in respect of prior periods - deferred tax
(15,515)
(377,183)

Fixed asset differences
982
(2,649)

Movement in deferred tax not recognised
313,663
502,740

Transfer pricing adjustments
333,494
-

Hybrid and other mismatches adjustment
54,563
-

Other permanent differences
334
-

Total tax charge for the year
(92,570)
284,475


Factors that may affect future tax charges

From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.

- 32 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2023
1,520,062
8,588,339
10,108,401


Additions
514,686
-
514,686



At 31 December 2023

2,034,748
8,588,339
10,623,087



Amortisation


At 1 January 2023
1,027,260
3,435,336
4,462,596


Charge for the year
543,131
858,834
1,401,965



At 31 December 2023

1,570,391
4,294,170
5,864,561



Net book value



At 31 December 2023
464,357
4,294,169
4,758,526



At 31 December 2022
492,802
5,153,003
5,645,805

Included within the carrying value of computer software is £391,538 (2022: £182,818) of finance lease assets, relating to the CRM system.



- 33 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Fixtures & fittings

£



Cost


At 1 January 2023
384,077


Additions
204,279


Disposals
(49,310)



At 31 December 2023

539,046



Depreciation


At 1 January 2023
285,080


Charge for the year
83,364


Disposals
(48,353)



At 31 December 2023

320,091



Net book value



At 31 December 2023
218,955



At 31 December 2022
98,997

- 34 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


At 1 January 2023
9,250



At 31 December 2023
9,250






Net book value



At 31 December 2023
9,250



At 31 December 2022
9,250


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Project Steel Midco 1 Limited
Ordinary
100%
Project Steel Midco 2 Limited*
Ordinary
100%
Project Steel Bidco Limited*
Ordinary
88%
Utility Bidder Holdings Limited*
Ordinary
88%
Utility Bidder Limited*
Ordinary
88%

All subsidiaries marked with a * are held indirectly. Shareholdings are shown from the point of view of Project Steel TopCo Limited.
All of the subsidiaries are registered at Corby Innovation Hub, Bangrave Road South, Corby, United Kingdom, NN17 1NN.

- 35 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
365,673
193,872
-
-

Amounts owed by group undertakings
-
-
9,947
9,946

Other debtors
534,692
750,344
-
1

Prepayments and accrued income
7,839,303
9,711,623
-
-

Tax recoverable
325,915
-
-
-

9,065,583
10,655,839
9,947
9,947


Amounts due from group undertakings are unsecured, interest free and repayable on demand.
Included within prepayments and accrued income is £4,446,458 (2022: £5,562,966) of accrued income falling due after more than one year.


18.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
3,300,902
3,079,506



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
176,676
170,676
-
-

Other loans
309,785
762,256
-
-

Trade creditors
760,663
343,134
-
-

Amounts owed to group undertakings
-
-
9,250
9,250

Other taxation and social security
1,072,207
905,790
-
-

Obligations under finance lease and hire purchase contracts
195,769
150,310
-
-

Other creditors
221,236
26,092
-
-

Accruals and deferred income
1,216,340
1,191,400
-
-

3,952,676
3,549,658
9,250
9,250


Amounts due to group undertakings are unsecured, interest free and repayable on demand.

- 36 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loan
320,472
497,357

Other loans and loan notes
25,382,789
23,653,479

Net obligations under finance leases and hire purchase contracts
176,837
-

Accruals and deferred income
930,114
1,108,285

26,810,212
25,259,121


The bank loan and loan notes are secured by debentures creating a fixed and floating charge over the assets of the Group.


- 37 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loan
176,676
170,676

Other loans
309,785
762,256


486,461
932,932

Amounts falling due 1-2 years

Bank loan
176,676
170,011

Other loans
25,382,789
-


25,559,465
170,011

Amounts falling due 2-5 years

Bank loan
143,797
327,346

Loan notes
-
23,653,479


143,797
23,980,825

26,189,723
25,083,768


The loan note balance is made up of the following as at 31 December 2023:
12% Fixed Rate Secured A Loan Notes with principal payments amounting to £1,414,210 (2022: £1,414,210) and accrued interest of £652,647 (2022: £527,287);
12% Fixed Rate Secured B Loan Notes with principal payments amounting to £14,022,841 (2022: £14,022,841) and accrued interest of £6,460,841 (2022: £5,217,752);
10% Fixed Rate Unsecured C Loan Notes with principal payments amounting to £507,576 (2022: £507,576) and accrued interest of £183,266 (2022: £148,352) and
0% Unsecured D Loan Notes with principal payments amounting to £2,059,511 (2022: £2,059,511). 

Loan arrangement fees totalled £1,080,863 and are being amortised over the life of the loan.

Loan notes fall due on 21 December 2025. The 12% loan notes and other bank loan are secured by  fixed and floating charges over the assets of the Company and Group.

The other loans are made up of principal payments of £301,993 (2022: £747,115) and accrued interest of £7,792 (2022: £7,646).

- 38 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Finance leases


Minimum lease payments under finance leases fall due as follows:

Group
Group
2023
2022
£
£

Within one year
195,769
150,310

Between 1-5 years
176,837
-

372,606
150,310


23.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(92,570)
(50,646)


Charged to profit or loss
92,570
(41,924)



At end of year
-
(92,570)

Company


2023
2022





At beginning of year
-
-



At end of year
-
-
The deferred taxation balance is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
-
(97,082)

Short term timing differences
-
4,512

-
(92,570)

- 39 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



79,940 (2022 - 79,940) Ordinary A shares of £0.01 each
799.4
799.4
1,822 (2022 - 1,822) Ordinary B shares of £0.01 each
18.2
18.2
18,238 (2022 - 12,741) Ordinary C shares of £0.01 each
182.4
182.4

1,000.0

1,000.0



25.


Reserves

Share premium account

The share premium account comprises amount paid in excess of the nominal value of issued share capital.

Profit & loss account

The profit and loss account represents the accumulated profits less any dividends paid.

26.


Analysis of net debt




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

3,079,506

221,396

3,300,902

Debt due after 1 year

(24,150,836)

(1,552,426)

(25,703,262)

Debt due within 1 year

(932,932)

446,471

(486,461)

Finance leases

(150,310)

(222,296)

(372,606)


(22,154,572)
(1,106,855)
(23,261,427)


27.


Pension commitments

The Group operates a defined contribution pension plan for its employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charged represents contributions payable by the Group to the funds and amounted to £118,752 (2022: £100,842). Contributions totalling £22,870 (2022: £16,950) were payable to the fund at the Statement of Financial Position date and are included in other creditors.

- 40 -

 
PROJECT STEEL TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
575,724
419,526

Later than 1 year and not later than 5 years
2,013,258
587,822

2,588,982
1,007,348

29.


Related party transactions

The Company has taken advantage of the exemption permitted by Section 33 Related Party Disclosures, not to provide disclosures of transactions entered into with other wholly-owned members of the Group.

At the Statement of Financial Position date, the Company is owed £129 (2022: £129) from Utility Bidder Limited. Utility Bidder Limited is a related party by virtue of holding 88% of the share capital in the Company.

At the Statement of Financial Position date, the Company is owed £9,468 (2022: £9,468) from Project Steel Bidco Limited. Project Steel Bidco Limited is a related party by virtue of holding 88% of the share capital in the Company.

In 2022, a director of the Group made an unsecured working capital loan to the Group of £657,115. Capital repayments of £396,000 were made in 2023, the loans term has been changed to 31 December 2024. As at 31 December 2023 the total outstanding balance was £267,963 (2022: £663,836).

A director of the Group is also a director of Steel Men Limited. The balance owed at the year end by Steel Men Limited was £1,256 (2022: £1,256).

A director of the Group is also a director of Walbrook Advisors Limited. During the year the Group paid Walbrook Advisors Limited consultancy fees totalling £28,500 (2022: £28,500). The balance owed at the year end to Walbrook Advisors Limited was £8,550 (2022: £8,550).


30.


Controlling party

The ultimate controlling party is Sovereign Capital IV Limited Partnership, its registered office address being 25 Victoria Street, London, SW1H 0EX.

- 41 -