Registered number: 10293408
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Troo Ltd
Annual report - filing copy
30 September 2024
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Balance sheet
At 30 September 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2025.
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Balance sheet (continued)
At 30 September 2024
Company registered number: 10293408
The notes on pages 3 to 13 form part of these financial statements.
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Notes to the financial statements
Year ended 30 September 2024
Troo Ltd ('the company') is a private company limited by shares, incorporated and domiciled in the United Kingdom and registered in England and Wales. The address of the registered office is 1 Azure Court, Doxford International Business Park, Sunderland, SR3 3BE.
The principal activity of the company is that of energy brokers.
The financial statements have been prepared in accordance with Section 1A of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.
Restatements have been made to the prior year figures in relation to a change in the revenue recognition accounting policy and prior year error relating to share based payments and compound financial instruments.
Change in accounting policy
During the year, the company undertook a review of the revenue recognition policy and concluded that the previous policy did not fully reflect the substance of the company’s contractual obligations. Historically, revenue was recognised in full at the point of contract signing. However, it was determined that the company also has an obligation to provide ongoing services over the life of the contract, which was not previously reflected in the revenue recognition policy.
The change has been applied retrospectively. Comparative figures have been restated, resulting in a decrease of revenue £778,458, a decrease in profit of £712,140 and a decrease in retained earnings of £2,582,655 as at 1 October 2023.
Prior period error - Share based payments
In preparing the financial statements for the year ended 30 September 2024, the company identified a prior period error relating to the overstatement of the share based payments reserve as at 30 September 2023. The error arose from a miscalculation in the year-end calculation.
The correction of the error has resulted in a decrease in the share based payment reserve and an increase in administrative expenses of £209,946 as at 30 September 2023. The overall impact on reserves is £nil.
Prior period error - Compound financial instrument
In preparing the financial statements for the year ended 30 September 2024, the company identified a prior period error relating to the overstatement of liabilities and an understatement of equity as at 30 September 2023. The error arose from a misinterpretation of the terms of a compound financial instrument.
The correction of the error has resulted in a decrease in liabilities and an increase in share capital of £661,618 as at 30 September 2023.
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Notes to the financial statements
Year ended 30 September 2024
4.Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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Basis of preparation of financial statements
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The financial statements are prepared on a going concern basis and under the historical cost convention. They are presented in pounds sterling and rounded to the nearest pound.
The company meets its working capital requirements through its cash resources and operating cash flows supported by funding facilities.
The financial forecasts prepared and post year end trading performance indicate that the company will maintain sufficient financial headroom to enable it to continue meeting its liabilities as they fall due in the normal course of business for at least the next twelve months following approval of these
financial statements. Notwithstanding any further potential ongoing impact on the company's financial performance and position beyond that already anticipated by the forecasts, the company maintains net funds, working capital and confirmed funding facilities which the directors consider are sufficient to fully mitigate the risks which remain due to the current economic environment.
The directors have a reasonable expectation that the company has adequate financial and other resources to continue in operational existence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a going concern basis.
Revenue comprises brokerage commission and fees which are net of VAT. Revenue is recognised to reflect the transfer of promised services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those services. Revenue from energy contracts is recognised based on the identification of two distinct performance obligations:
Initial Contract Arrangement – This includes the activities undertaken to secure the energy contract, such as customer acquisition and contract negotiation. Revenue attributable to this component is recognised at the point the contract is signed by the customer and accepted by the supplier.
Ongoing Support Services – Following contract execution, the company provides a range of support services over the life of the contract. These services represent a separate performance obligation and are recognised over time.
Revenue is measured at the fair value of the consideration received or receivable. The timing of cash receipts differs according to the contractual terms in place with each relevant energy supplier counterparty and therefore the period between the initial measurement of revenue and subsequent billing of revenue can extend beyond 12 months. In this instance the unbilled revenue has been recognised within accrued income and the present value of the future receipts is determined using an appropriate rate.
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Notes to the financial statements
Year ended 30 September 2024
4.Accounting policies (continued)
Short term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the employee's entitlement to the benefit accrues.
Defined contribution pension plan
The company operates a defined contribution pension plan for its employees. Contributions are recognised as an expense when they fall due. Amounts due but not yet paid are included within creditors on the balance sheet.
Share-based payments
The company issues equity settled share based payments to certain employees and the fair value of options granted is recognised as an employee expense with a corresponding increase in equity.
The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an option pricing model, taking into account the terms and conditions upon which the options were granted.
The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the profit and loss account.
Finance costs are charged to the profit and loss account 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.
The tax expense for the year comprises current and deferred tax. The taxation expense for the year comprises current and deferred tax and is recognised in the profit and loss account.
Current tax is the amount of corporation tax payable in respect of the taxable profit for the current or past reporting periods. It is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods, and arises from 'timing differences' (where transactions or events are included in the financial statements in periods different from those in which they are assessed for tax). Deferred tax is recognised in respect of all timing differences, except that unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing differences.
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Notes to the financial statements
Year ended 30 September 2024
4.Accounting policies (continued)
Leases that do not confer rights and obligations approximating to ownership are classified as operating leases. Rental payments under operating leases are charged to the statement of comprehensive income on a straight-line basis over the lease term, even if payments are not made on such a basis.
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is provided on all intangible assets so as to write off the cost of an asset over its
estimated useful life as follows:
Computer software - 3 years straight line
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted
if appropriate. The effect of any change is accounted for prospectively.
Tangible fixed assets are stated at cost, less accumulated depreciation and accumulated impairment losses.
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost less estimated residual value of fixed assets over their expected useful lives as follows:
Fixtures and fittings - the life of the lease of the building
Office equipment - 15% reducing balance
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted if appropriate. The effect of any change is accounted for prospectively.
The company only enters into financial instrument transactions that result in the recognition of basic debt financial assets and liabilities, such as trade and other debtors and creditors, and cash and bank balances.
Debt instruments due within one year are measured, initially and subsequently at the transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
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Notes to the financial statements
Year ended 30 September 2024
4.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.
The average monthly number of employees, including directors, during the year was 111 (2023: 89).
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Notes to the financial statements
Year ended 30 September 2024
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Notes to the financial statements
Year ended 30 September 2024
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Due after more than one year
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Prepayments and accrued income
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Prepayments and accrued income
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The prepayments and accrued income balance due after more than one year is presented at the present value of the future receipts which has resulted in a reduction to accrued income of £425,506 (2023: £455,387), and a corresponding reduction in revenue recognised in the year of £425,506 (2023: £455,387).
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Creditors: amounts falling due within one year
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Other loans (see note 11)
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Other taxation and social security
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Accruals and deferred income
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Notes to the financial statements
Year ended 30 September 2024
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Creditors: amounts falling due after more than one year
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Other loans (see note 11)
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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The bank loans consist of a loan for £250,000 advanced in May 2021 which accrues interest at 8.5% above the UK reference rate. This loan is repayable in 48 monthly instalments, with the final repayment due in April 2025. This loan is unsecured.
The other loans consist of:
£100,000 loan from Mercia advanced in September 2019 which accrues interest at 12% above the UK reference rate. This loan was repayable in 60 monthly instalments, with the final repayment made in August 2024.
£500,000 loan from Mercia advanced in March 2023 which accrues interest at 10%. This loan is repayable in 24 monthly instalments, with the final repayment due in March 2025.
£750,000 loan from Mercia advanced in July 2024 which accrues interest at 10% per annum. This loan is repayable in 24 monthly instalments, with the final repayment due in July 2026.
The other loans are secured over the company's assets.
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Notes to the financial statements
Year ended 30 September 2024
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Allotted, called up and fully paid
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274,573 (2023 - 274,573) Ordinary shares of £1 each
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247,248 (2023 - 247,248) A Ordinary shares of £1 each
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2,100 (2023 - 2,100) B Ordinary shares of £1 each
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The Ordinary shares and 'B' Ordinary shares have the same rights to income and rank pari passu in respect of dividend rights, and redemption rights. The holders of Ordinary shares, 'A' Ordinary shares and 'B' Ordinary shares have enhanced voting rights in respect of certain, limited decisions but otherwise all shares have the same voting rights. The Ordinary shares and 'B' Ordinary shares have the same rights to capital and rank pari passu on a winding up with 'A' Ordinary shares having preference. From September 2024, the 'A' Ordinary shares are entitled to receive an annual dividend.
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Notes to the financial statements
Year ended 30 September 2024
On 1 November 2020, the company established the Troo Ltd approved Company Share Option Plan. In
accordance with its rules, options may only be issued to full time employees at the absolute discretion of the directors.
The plan is an "exit based" option scheme, therefore options may only be exercised on sale or flotation of the business. In the event that options are not exercised, they will lapse on the tenth anniversary of the date on which they have been granted.
Outstanding options at the balance sheet date are as follows:
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Method of settlement accounting
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Service conditions, exit event
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Service conditions, exit event
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Contractual life of options
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The number and weighted average exercise price of the share options are as follows:
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Weighted average exercise price (pence)
2024
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Weighted average exercise price
(pence)
2023
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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The options outstanding at the year end had a weighted average exercise price 1,212p (2023: 1,212p) and a weighted average contractual life of 7.26 years (2023: 8.26 years).
The fair value of services received in return for share options granted was measured by reference to the fair value of the share options granted at the grant date. The fair value of the share options granted was measured using a Black-Scholes model.
The expected volatility was based on the historic volatility of quoted companies in a similar market environment.
Administrative expenses include a charge of £5,386 (restated 2023: credit of £99,391) in relation to equity-settled share based payments.
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Notes to the financial statements
Year ended 30 September 2024
The auditor's report on the financial statements for the year ended 30 September 2024 was unqualified.
The audit report was signed on 26 June 2025 by Nicola Coleman BSc(Hons) BFP FCA (senior statutory auditor) on behalf of UNW LLP, Statutory Auditor, Newcastle upon Tyne.
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